Restraint of Trade Agreements – When can they be enforced?

Source: Lara Chidrawi, consultant: lara@bmalaw.co.za Restraint of Trade Agreements are valid until shown to be against public policy and therefore unreasonable and unenforceable.  The employee bears the onus to prove the unreasonableness of the restraint. The test to deteremine the reasonableness or otherwise of a restraint was set out in Basson v Chilwan and Others… Continue Reading

Invoice Discounting

What is invoice discounting? Invoice discounting occurs when a Client (“the Client”) enters into an agreement with another business (“the Invoice Discounter”) in terms of which the Client cedes its book debts to the Invoice Discounter, generally on an ongoing basis, for up to 80% of its total value. The Client retains management of the… Continue Reading

Factoring

What is factoring? Factoring occurs when a business (“the Client”) enters into an agreement with another business (“the Factor”) in terms of which the Client sells its book debts to the Factor, generally on an ongoing basis, for a fee plus interest.  The benefit is that the Client receives payment immediately and the Factor collects… Continue Reading

Shareholders’ agreements under the new Companies Act of 2008

Grace period to harmonise conflicts between clauses in a shareholders agreement Memorandum and Articles of Association At present, most Shareholders’ Agreements provide that to the extent that the clauses in the agreement are inconsistent with the company’s Memorandum and Articles of Association, the clauses of the agreement will prevail. The new Companies Act of 2008,… Continue Reading

Is the disclaimer at the bottom of your email enforceable?

As far as I have been able to establish, no court has pronounced on the enforceability of email disclaimers. Generally, they seek to impose a contractual obligation between the sender and recipient. In terms of the law of contract, unilateral contracts are generally unemforceable, even in the form of email disclaimers. However, the doctrine of vicarious… Continue Reading

Review of Memorandum of Incorporation and Shareholders Agreements

A company’s memorandum and articles of association have been replaced with a single document known as the ‘memorandum of incorporation’ The two year transitional period granted under the new Companies Act, 2008 (“The Act”) expires at the end of April 2013. Companies that existed prior to 1 May 2011 (the “effective date”), and which have… Continue Reading

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