VIP Steel Construction CC v Made with Rural 1 (Pty) Ltd (2024/034960) [2026] ZAGPJHC 35 (23 January 2026)

Key Facts

Issues

• The central issue was whether the applicant established on a balance of probabilities that the respondent (Made With Rural 1 (Pty) Ltd) is the entity indebted for the R1,1 million construction debt. The applicant argued the debt arose from a modified invoice directed to the respondent, while the respondent claimed the original debtor was Retail Market Farm. The court applied the Plascon-Evans methodology to assess if the respondent's version was patently improbable and concluded it was not.
• The applicant was aware the respondent denied liability through prior correspondence (15 April 2024) but proceeded with the liquidation application. The court acknowledged the denial was not unsubstantiated, as the respondent provided evidence of its separate legal entity status and the original debtor relationship with the NEF. There was no indication the respondent resolved to be bound in place of Retail Market Farm.
• A key issue was whether Ms Mokoene's WhatsApp response to a modified invoice (changing the debtor to the respondent) ineluctably implied substitution. The court found the message did not definitively show the respondent accepted liability, noting it was not written on behalf of the respondent. Ms Mokoene's affidavits clarified that the respondent never agreed to assume Retail Market Farm's debt, and there was no legal basis for substitution.

Holdings

• The court discharged the rule nisi and ordered the applicant to pay the respondent's costs, applying the normal cost rule. The applicant's claim for provisional liquidation was rejected due to failure to establish the respondent's liability.
• The court determined that Ms. Mokoene's WhatsApp response did not necessarily indicate that the respondent substituted itself as the debtor. The message lacked explicit agreement or authority from the respondent to assume liability, and Mr. McKenzie's actions could not bind the respondent.
• The court found that the respondent's explanation was not improbable and that the applicant failed to prove that the respondent is liable for the debt. The respondent's version, which asserts that Retail Market Farm was the original debtor and that the respondent did not agree to substitute itself as debtor, was accepted as credible.

Remedies

• The applicant is ordered to pay the respondent's costs, with the court deeming the case uncomplicated and costs to follow the event.
• The rule issued by the court on 4 June 2024 is discharged following the judgment that the respondent is not proven to be indebted to the applicant.

Legal Principles

• The normal rule that costs follow the event was applied, with the applicant ordered to pay the respondent's costs.
• The Plascon-Evans methodology was applied to assess whether the applicant could succeed on the respondent's version on the crucial issue or whether the respondent's version could be rejected as patently improbable. The respondent's version was not deemed improbable.

Precedent Name

Cited Statute

Judge Name

Passage Text

• [8] For these reasons I have concluded that the respondent is not proven to be a creditor of the applicant and that the latter cannot seek the liquidation of the respondent as a creditor. The rule should accordingly be discharged. I can see no reason why the normal rule that cost should follow the event should not apply. In my view the case is uncomplicated and I consequently do not order that the costs be on scale C.
• [6] In my view the WhatsApp response of Ms Mokoene (if she was indeed the author thereof) does not lead to the conclusion that the respondent substituted itself as debtor. Ms Mokoene's version is that Retail Market Farm was always the debtor. That it was the original debtor is common ground. That Mr McKenzie could not bind the respondent is common ground. That only Ms Mokoene could do so is also a common cause fact. Whether she in fact did so cannot in my estimation be deducted from the enigmatic WhatsApp response. It was not even purported to be written on behalf of the respondent.