SWAKOPMUND – Martha Phillipina !Gaeb ended up having to cover hefty legal fees when her lawsuit against /Gai-ob Fishing and 11 others was dismissed by the High Court.
The case, presided over by acting judge Collins Parker, was brought forth in June 2022 after !Gaeb discovered that she was not listed as a shareholder of the company, despite an alleged oral agreement with other shareholders.
Court documents showed that on 6 December 2011, a close corporation was registered under the name /Gai-Ob Fishing CC (‘the CC’), but !Gaeb was conspicuously absent from the founding statement of the company.
Subsequently, the CC was converted into a private limited company, and only the founding members became shareholders.
“The plaintiff did not become a shareholder, as confirmed by the Business & Intellectual Property Authority (BIPA) on 19 July 2018. There was no evidence of any amendment to the share structure,” Parker ruled. After further scrutiny of the submitted documents, the court found that there was no evidence supporting !Gaeb’s claim of an amended share structure.
Her version confirmed she held no shares in the company.
In her testimony, !Gaeb stated that she and other family members had orally agreed to establish a close corporation solely to apply for fishing exploitation rights from the fisheries ministry.
However, the court said she was not made a member of the CC until 2019.
“The evidence is overwhelming that the plaintiff (!Gaeb ) has never been a member of the CC, and she became aware of it on 6 December 2011. She has also never been a shareholder in the company,” said Parker.
The judge said the absence of crucial features, such as an embossed flowery presentation, distinctive numbers, and a revenue stamp from !Gaeb’s share certificate did not help her case.
Despite the defendants admitting that dividends were paid to the plaintiff, Parker emphasised that the payment was not duly authorised.
However, he asserted that the payment of dividends did not impact the prescription of !Gaeb’s claim for specific performance, which had already expired by 5 December 2014.
Consequently, the special plea of prescription was upheld, leading to the dismissal of her suit. She was ordered to cover the defendants’ legal costs, without any caps imposed, as per the rules of the court.