Namibia: High Court

You are here:  SAFLII >> Databases >> Namibia: High Court >> 2010 >> [2010] NAHC 162

| Noteup | LawCite

---

Oranjerivierwynkelders Kooperatief Bpk v Professional Support Service CC and Others ((A) 319/2008) [2010] NAHC 162 (26 October 2010)

Download original files PDF format RTF format

CORAM: DAMASEB, JP

Heard on: 13 July 2009

Delivered on: 26 October 2010 JUDGMENT

DAMASEB, JP: [1] This is the extended return date of a rule nisi granted ex parte by this Court on 28 October 2008 in the following terms:

"That the operation of the Liquor License issued for Oranje Wynbemarkers (Pty) Ltd in terms of the Liquor Act, 1998 (Act 6 of 1998) and issued on 31 March 2008, be suspended with immediate effect.

(i) Interdicting and restraining the respondents and/or their employees and/or their
agents from, in any way whatsoever operating under or in terms of the aforesaid
liquor license.

(ii) that the respondents be ordered to pay the costs of this application jointly and
severally, the one paying the other to be absolved.

(iii) that the order in terms of sub-paragraphs 2.1 and 2.2 hereof shall serve as an
interim interdict with immediate effect pending the finalization of this application."

[2] It is common cause between the parties that the liquor license which had been the subject of dispute between them expired in March 2009 and that the matter, save for costs, had now become moot. There being no agreement between the parties on the question of costs, argument proceeded for the Court to determine who should be mulcted in costs.

[3] The respondents raise several points in limine: The first objection is that the applicants abused the process of the Court in bringing an urgent application on an ex parte basis and without making full disclosure. The other objection is that the respondents should have been given notice of the application especially in view of the allegation of fraud against the third respondent. The respondents also maintain that the deponent to the founding affidavit in support of the relief granted ex parte was not duly authorised to institute the application. It is also said that there was no urgency. The respondents seek a punitive costs order if the points in limine are upheld.

The Background

[4] The deponent to the founding affidavit in support of the application is one Jenny Lee van Niekerk¹ who states in her founding papers that she is the "assistant marketing manager" of first applicant and "manager" of the second applicant. She states that by virtue of these two positions she is "intimately involved' with all matters pertaining to the applicants' affairs and relevant to these proceedings. She also avers that she was duly authorized by both applicants to bring the application. For that authority on behalf of both applicants Van Niekerk relies on a resolution annexed to her papers as 'JVK1'. JVK1 appears on a letterhead titled "Oranjerivier Wine Cellars" (being the first applicant) and it states:

"EXTRACT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF ORANJERJVIERWYNKELDERS KO6PERATIEF BEPERK TAKEN AT UPINGTON ON THE 31^st JULY 2008.

RESOLVED THAT:

JENNY-LEE VAN NIEKERK in her capacity as Assistant Marketing Manager be authorized to conduct all necessary negotiations and to sign any documents to institute or defend any action or application in any competent Court on behalf of the Company or to represent the Company in any insolvency or liquidation matter and to sign all documents with power of substitution irrespective of the nature or amount of the cause of action.

Jacobus Adriaan Coenraad Burger CHAIRMAN OF THE BOARD KARASBURG 6-10-2008"

[5] In terms of its memorandum of association, second applicant's main business shall be: "to act as agent, distributor and trader in the wholesale and/or retail trade" in Namibia of the liquor and other products produced by the first applicant only. According to Van Niekerk, first applicant "is a leading distributor of wine in Namibia and has been commercially present in Namibia since about 1996, is well established in Namibia, enjoying sound reputation, goodwill and excellent trade relations with its clients and suppliers." Van Niekerk describes the second applicant as the "Namibian affiliate" of the first applicant.²

[6] According to Van Niekerk, in terms of a partly written, partly oral agreement the first respondent was contracted as agent of the first applicant to distribute the first applicant's wine products within Namibia for a commission. Van Niekerk deposes that she is "in charge of the operations of the second applicant" since January 2007. The second applicant is registered in Namibia.

[7] According to Van Niekerk, during July 2008 the first respondent repudiated the agreement with the first applicant and such repudiation was accepted by first applicant as a result of which, according to Van Niekerk, there arose "certain disputes pertaining to the agreement" which she claims are not specifically relevant to these proceedings. Van Niekerk deposes that on 18 March 2008, the Ministry of Trade & Industry issued "a wholesale liquor licence" to the second applicant in respect of its registered address at Erf 40 Nickel Street, Prosperita, to expire on 31 March 2009. It is this licence that is the subject of dispute between the parties. Van Niekerk states that the licence is issued subject to the provisions of the Liquor Act, No. 6 of 1998 and the Regulations thereunder.

[8] Van Niekerk further testifies that on 26 of September 2008, the third respondent applied to the Khomas Liquor Board for the transfer of the liquor licence from the second applicant into the name of first respondent. Third respondent brought that application purportedly in his capacity as "representative" of the second applicant. That application for transfer of the licence from the second applicant to the first respondent was opposed by Van Niekerk before the Khomas Liquor Board on the basis that it was "an unlawful attempt under the disguise of being an agent of Oranjerivier Wynbemarkers Pty Ltd to transfer the existing wholesale liquor licence registered in the name of the second applicant to the first respondent.' She avers that she was the "authorized person handling all the affairs of the second applicant in Namibia". According to Van Niekerk in the application to the Khomas Liquor Board for the transfer of second applicant's licence to the first respondent, the third respondent executed a power of attorney without the authority of the second applicant. In that power of attorney the third respondent states: "In my capacity as a representative of Oranjerivier Wynbemarkers (Pty) Ltd and the 100% member of professional support services CC, which has the agency contract agreement with the company until 31 December 2011, I am duly authorized thereto and acting on behalf of Oranjerivier Wynbemarkers (Pty) Ltd north of the tropic of Capricorn".

[9] Van Niekerk states that in terms of section 33 of the Liquor Act only the holder of the licence could apply for transfer. According to Van Niekerk no resolution from the second applicant authorizing him to do the transfer was passed. Van Niekerk also avers that the third respondent is no longer the agent of the second applicant and that in terms of section 39(1)(a) of the Liquor Act such transfer was to be brought jointly with the licensee who is second applicant. It is against this background that the attempt by the third respondent to transfer the licence from the second applicant to the first respondent is said to be fraudulent.

[10] According to Van Niekerk, the first respondent was required in terms clause 2.4 of the agency agreement (JVK2) to acquire a wholesale liquor licence to market the products of first applicant in Namibia and that the respondents had no authority to operate on the liquor licence of the second applicant. The third respondent's only authorized involvement with the second applicant's wholesale licence was to assist the applicants to obtain it.

[11] Van Niekerk further avers that the attempt by the third respondent to transfer the licence without second applicant's authority or consent was duly opposed and the expectation was that it would be concluded by the Khomas Liquor Board on 24 October 2008 but that the matter was postponed to 20 November 2008 at the request of the third respondent who allegedly needed time to respond. According to Van Niekerk-suspecting that the respondents had no liquor licence-the applicants asked their legal practitioner one Ms Mada Opperman on 15 October 2008 to determine whether any of the respondents had any liquor licence. It was then established that none of them had. The only licence the first respondent had expired in March 2008. The applicants' suspicion that the respondents had no liquor licence was confirmed when on 24 October 2008 one Cherry Lee Isaacks bought liquor from the first respondent who allegedly operated under the liquor of the second applicant. According to Van Niekerk it was then decided to bring the present application to suspend the licence.

[12] The purpose of the application is stated to be to suspend the licence in order for all disputes between the parties to be resolved. Van Niekerk deposes that second applicant has the duty to ensure that any trading in terms of the second applicant's liquor licence is done in a lawful manner. As the second applicant is an "affiliate" of the first applicant, Van Niekerk deposes that the first applicant has a direct interest in the matter.

[13] Van Niekerk's testimony is that the second applicant had applied for the transfer of the licence in July 2008 but that the Khomas Liquor Board wrongly refused to do so, on the basis that the third respondent was the nominee.

[14] In the founding papers, Van Niekerk justifies seeking relief ex parte as follows:

1) The third respondent, through his actions, has shown that he is not only vindictive towards the applicants, but also that he has resorted to fraudulent misrepresentations and attempted in the past to jeopardize the applicant's operations in Namibia.

2) The applicants entertained the very real concern that, should the respondents be given notice of this application, the third respondent may deliberately act in contravention of the second applicant's wholesale liquor licence and relevant legislation in order to create liability and damage to the applicants.

3) The third respondent may even resort to other measures in order to jeopardize the operations of the applicants in Namibia. Should the operation of the liquor licence be suspended in terms of an interim order, the respondents would then have sufficient opportunity to respond to this application.

The case for the Respondents

[15] The affidavit in opposition to the relief is deposed to by one Riaan Kruger who is the sole member of the first and second respondents. In resisting the granting of final relief, the respondents confine the attack against the interim relief on in limine objections³ as follows:

1) The applicants rely on a resolution of a South Africa registered company to manifest the authority to act on behalf of a Namibian company which has a separate legal identity from the first applicant. The first applicant has no locus standi in these proceedings as it is not the holder of the licence. That first applicant's only interest is that its Namibian subsidiary is the holder of the licence concerned.

2) That Van Niekerk has no authority to act on behalf of either the first or second applicant.

3) That Van Niekerk had averred that she is a manager of the second applicant without disclosing that she is a non Namibian without residence in Namibia.

Was there any material non disclosure?

[16] In the view that I take of the matter, I will deal only with the allegation that Van Niekerk was a disqualified person to be appointed manager of the second applicant. It is correctly submitted by Ms Van Der Westhuizen on behalf of the applicants that the test for whether there was a material non-disclosure is whether the Court, if properly apprised of the information not disclosed in the ex parte application, would still have granted the interim relief.⁴ I have shown that Van Niekerk made herself out to be the person in charge of the operations of the second applicant since January 2007. The second applicant is a Namibian registered company operating in Namibia. Could Van Niekerk act in Namibia as a manager of second applicant?

[17] Even assuming that Van Niekerk was authorized to act on behalf of the second applicant, as a non Namibian citizen (without residence status) she was a disqualified person to be manager of the second applicant. That much is clear from the terms of the Liquor Act.⁵ It is common cause that Van Niekerk had no work permit to engage in employment in Namibia. That much is conceded by the applicants. It is argued instead that Van Niekerk's appointment as manager for the second applicant was not in terms of the Liquor Act. The pleaded case is that Van Niekerk is the manager of secondapplicant. If Van Niekerk meant that she was a manager other than under the Liquor Act, she should have pleaded that case. How else could the respondents guess that she was not a manager as contemplated in the Liquor Act? On the Plascon Evan's test the respondent's version is to be accepted, that is that Van Niekerk meant a manager of the second applicant in terms of the Liquor Act. Being a disqualified person she could therefore not have been a manager of the second applicant and to the extent that she acted as such was in breach of the law. The Court, had it been made aware of that fact would not have come to her assistance as she had 'dirty hands' for being in breach of the law.

[18] Even if I am wrong and Van Niekerk was not appointed as a manager under the Liquor Act, the ordinary grammatical meaning of manager is: "a person who manages an organization or group of staff''.⁶ The meaning conveyed by that is that of a person who is in charge of and directs the affairs of an organization. Van Niekerk concedes that she was in charge of the second applicants operations in Namibia since 2007. She clearly did not perform the function of "manager" (however defined) for altruistic reasons and must have been remunerated for doing that. She would therefore still require a work permit under the Immigration Control Act, No.7 of 1993.⁷ She had no work permit and therefore could not engage in employment in Namibia. Coming, as she did, with dirty hands the Court could not have assisted Van Niekerk. The failure to disclose the fact that Van Niekerk was a non Namibian without residence status is therefore a material non disclosure which would have induced the Court not to grant the relief she was seeking. She persisted with this illegal conduct over a very long period of time.

Does the first applicant have locus standi?

[19] Third respondent maintains that the first applicant -not being the licensee- lacks locus. It is common cause that the licence sought to be suspended in the present proceedings was issued to the second applicant. The first applicant's involvement in the present proceedings is predicated on the allegation that the second applicant is an "affiliate" of the first applicant. Although the second applicant is wholly-owned by the first applicant, it remains a separate legal entity from the first applicant.⁸ The legal relationship between the two applicants is defined by the founding document which enjoins the second applicant to act as agent of the first applicant to distribute its products in Namibia. It is conceivable that a subsidiary may be under such 'functional control' by the holding company that it is "the agent or employee; or tool or simulacrum of the parent" and that in such a situation the holding company's and subsidiary's legal interests are identical and the subsidiary could be said to be carrying on business as the parent's business. I have not been able to trace Roman Dutch authority on the point but such a situation is recognized in English law.⁹ The test to be applied is:

(a) were the profits of the subsidiary those of the parent company?

(b) were the persons conducting the business of the subsidiary appointed by the parent company?

(c) as the parent company the 'head and brains' of the trading venture?

(d) did the parent company govern the adventure?

(e) were the profits made by the subsidiary company made by the skill and direction of the parent company?

(f) was the parent company in effective and constant control of the subsidiary?

Such a case has not been pleaded by the first applicant. The only relevant consideration established on the papers (as it happens through an annexure supplied by the respondents in the answering papers) is that the second applicant is wholly owned by the first applicant. That is however only one of many factors to be had regard to. The applicants must stand or fail on their papers.

[20] The first applicant's interest in the liquor licence is therefore dependent on the second applicant to whom it was issued. The first applicant has no competence to treat the licence issued to the second applicant as if it were its own. The simple reality is that the first applicant had no basis for seeking the relief it has in the present proceedings riding on the back of the second applicant. It lacks locus. The subsidiary and holding company relationship does not (without more) give the holding company the competence to seek to enforce rights that vest in the subsidiary company. Whether or not Van Niekerk is duly authorized to act on behalf of the first applicant in these proceedings is therefore of no moment.

Was Van Niekerk authorized by the second applicant to bring the present proceedings?

[21] Van Niekerk's authority to act on behalf of the second applicant was squarely placed in dispute. The challenge to the authority is stated in the following terms:

"She relies on a purported resolution on behalf of first applicant, a South African company, to manifest her alleged authority to act on behalf of second applicant a different corporate entity incorporated in Namibia. In the other application I dispute her authority to act on behalf of first applicant. I persist with it and also dispute her authority to act on behalf of second applicant. As far as I am concerned J.A Visser, J.A.C Burger and H.J Cruywagen, all non-Namibians, were at all material times the principals of second applicant."

[22] In the written heads of argument and in oral argument, Mr. Coleman for the respondents elaborated this issue as follows: firstly he argues that the resolution relied on by Van Niekerk to institute the urgent ex parte application is one taken by the first applicant and not the second and for that reason does not justify it being brought on behalf of the second applicant. He further argues that in the litigation pending before the Liquor Board, Van Niekerk's authority to act on behalf of the first applicant was also challenged and that it called on her to provide in the present application a copy of the minutes of the meeting authorizing her to act. In the founding affidavit, Van Niekerk, whose authority to bring the application is challenged states that the facts to which she deposed fall "within my personal knowledge" and that as "manager of the second plaintiff' she was "intimately involved with all matters pertaining to the applicants' affairs and relevant to these proceedings" and that she was "duly authorized to depose to this affidavit and bring this application on applicants' behalf.' And then she adds:

"In this regard I specifically refer to a resolution to that effect, annexed hereto and marked JVK1''. (My underlining for emphasis)

[23] The ex parte application in which the interim relief was granted was brought on behalf of "Oranjerivierwynkelders Kooperatief Beperk' as first applicant and "Oranjerivier Wynbemarkers (Pty) Ltd" as second applicant. It was held in Scott & Others v Hanekom & others 1980 (3) 1182 at 1190E-G:

"In cases in which the respondent in motion proceedings has put the authority of the applicant to bring proceedings in issue, the Courts have attached considerable importance to the failure of the respondent to offer any evidence at all to suggest that the applicant is not properly before the Court, holding in such circumstances that a minimum of evidence will be required from the applicant. Mall (Cape) (Pty) Ltd v Merino Ko-operasie Bpk 1957 (2) SA 347 (C) at 352B; Divisional Council, Cape v Mohr 1973 (2) SA 310 (C) at 314H. This approach is adopted despite the fact that the question of the existence of authority is often peculiarly within the knowledge of the applicant and not his opponent. A fortiori is this approach appropriate in a case where the respondent has equal access to the true facts." (See also, Griffiths & Inglis (Pty) Ltd v Southern Cape Blasters (Pty) Ltd 1972(4) SA 249(C).)

[24] It is now settled that the applicant need do no more in the founding papers than allege that authorization has been duly granted. Where that is alleged, it is open to the respondent to challenge the averments regarding authorization. When the challenge to the authority is a weak one, a minimum of evidence will suffice to establish such authority (Tattersal and Another v Nedcor Bank Ltd, [1995] ZASCA 30; 1995 (3) SA 222(A) at 228J-229A). This principle has been affirmed in several decisions of this Court, and I am in agreement with it as far as it goes.

[25] Van Niekerk went a step further than the ratio in Hanekom and other like cases. She did not provide the minimum evidence, or state merely that she is duly authorized: She relied on a specific resolution authorizing her. The cases of Hanekom genre are therefore distinguishable. If, on the face of the document she says grants her authority, such authority is not sustainable, the applicant cannot rely on the minimum evidence doctrine. The resolution (JVK1) on which Van Niekerk relies does not give her the authority to act on behalf of the second applicant. It is a resolution of the first Applicant. The respondents' objection that van Niekerk was not authorized by the second applicant to bring the present application is therefore a good one.

[26] The net result is that the respondents have satisfied me as to the following:

i) The failure to disclose the fact that Van Niekerk is a non Namibian without any residence status is a material non disclosure as it disqualified her from being appointed a manager of the second applicant. (Being a breach of the law attracting criminal sanction, it is a failure that I am not prepared to condone.)

ii) The first applicant had no locus to be joined in the present proceedings

iii) Van Niekerk failed to show that she was authorised by the second applicant to bring the present proceedings.

[27] The respondent are therefore entitled to the costs of opposing the rule nisi granted to the applicants.

[28] The question however is whether, in the exercise of my discretion, I should make a punitive costs order on the scale as between attorney and own client- or indeed to make any costs order at all in favour of the respondents. I have given the matter considerable thought in view of the clearly established allegation by the applicants that the respondents while not in possession of a valid retail licence, sold liquor to Cherry Lee Isaacks. The pertinent allegation by applicants on this score is in the following terms:

"Moreover, the liquor licence that I had noticed in the office of the third respondent as aforesaid had expired in March 2008 and we could not find renewal of that licence. In this regard I respectfully refer to the confirmatory affidavit of Mada Opperman...I also respectfully refer to a copy of the expired liquor licence marked 'JVK9'.''

[29] Even if I must accept on the Plascon-Evans test that the respondents did not sell liquor to Cherry-Lee Isaaks on the strength of the second applicant's wholesale liquor licence, the third respondent does not meet the allegation that the only licence under which the first or second respondent could conceivably have sold liquor to Cherry-Lee Isaaks, had expired. All the third respondent says in answer is that the liquor was sold on the strength of second respondent's bottle store licence. He provides no prove of the existence of such a licence at the time that the liquor was sold to Cherry-Lee Isaaks.

[30] The allegation that all there was displayed was an expired licence of March 2008 has not been met by the respondents. A copy of the expired licence was attached to the founding papers but the respondents do not deal with that at all. The allegation that the second respondent had a valid retail licence is, in the premises, far-fetched and stands to be rejected on the papers. The question, however, is whether it was proper for the applicants to come to Court on an urgent basis and ex parte to seek suspension of the licence on the basis of this illegal trade? I think not. They surely could have reported the matter to the law enforcement authorities.¹⁰ I cannot however ignore the fact that the respondents acted unlawfully and in breach of sections 2 and 49 of the Liquor Act and I will express my displeasure with that conduct by denying the respondents a special costs order that they seek. Where it is not for that illegal conduct. I am satisfied that this is proper case to award a special costs order against the Applicants. Denying the Respondents a special costs order, in my view, sufficient censure for their illegal conduct.

[31] The respondent's objection that there was material non disclosure; that the first applicant has no locus standi to be joined in the proceedings, and that the second applicant had not authorised van Niekerk to bring the present application, are good in law. Had the matter not become mute I would have therefore discharged the rule nisi. As there is no live issue between the parties on the merits, I do not make such an order. The finding is however important to establish who should bear the costs.

[31] In the result the following order is made:

The respondents are entitled to the costs of opposing the grant of a final order. Such costs to include the costs of one instructing and one instructed counsel.

DAMASEB, JP

ON BEHALF OF THE APPLICANTS: Mrs Van Der Westhuizen

Instructed by: Erasmus & Partners

ON BEHALF OF THE REPONDENTS: Mr. Coleman

Instructed by: P D Theron & Associates

1It is common cause that van Niekerk is not a Namibian citizen and is not resident in Namibia.

2The founding papers are silent on what is meant by "affiliate". It is only in the respondents' answering papers that it becomes apparent that the second applicant is 100% owned by the first applicant.

3I do not intend to deal with all the objections raised and will deal only with those that are dispositive of the case,

4Doeseb and Others v Kheibeb and Others 2004 NR 81 (HC) at 86F

5Sec 18: (1) A licensee may appoint a manager for the business or undertaking conducted on the licensed premises concerned, which manager shall be a natural person and shall, subject to the direction and control of such licensee, be personally responsible for the day-to-day conduct of such business or undertaking.

(3) A disqualified person shall not be appointed as a manger ...

Sec 19 Disqualified persons

No person shall..act as a manager referred to in section 18, if such person-

…..

(b) is not a Namibian citizen or not lawfully admitted to permanent residence to, and resident, in namibia.

6Concise Oxford English Dictionary

727 Application for employment permits

(1) The board may, subject to the provisions of subsection (2), on application of any person made on a prescribed form, authorize the Chief of Immigration to issue to such person an employment permit-

(a) to enter Namibia or any particular part of Namibia and to reside therein;

(b) if he or she is already in Namibia to reside in Namibia or any particular part of Namibia,

for the purpose of entering or continuing in any employment or conducting any business or carrying on any profession or occupation in Namibia during such period and subject to such conditions as the board may impose and stated in the said permit.

(2) The board shall not authorize the issue of an employment permit unless the applicant satisfies the board that-

(a) he or she has such qualifications, education and training or experience as are likely to render him or her efficient in the employment, business, profession or occupation concerned; and

(b) the employment, business, profession or occupation concerned is not or is not likely to be any employment, business, profession or occupation in which a sufficient number of persons are already engaged in Namibia to meet the requirements of the inhabitants of Namibia; and

(c) the issue to him or her of an employment permit would not be in conflict with the other provisions of this Act or any other law.

(3) The board may, with due regard to the provisions of subsection (2), from time to time extend the period for which, or alter the conditions subject to which, such permit was issued under subsection (1), and a permit so altered shall be deemed to have been issued under that subsection.

(4)(a) If the board intends issuing an employment permit under subsection (1) to a person for that purpose or subject to conditions, he or she may, in order to ensure that the purpose of his or her residence and the conditions under which the permit was issued are observed or complied with, require that person, before issuing the permit to him or her, to deposit with the Chief of Immigration an amount fixed by the board, not exceeding an amount determined by the Minister by notice in the Gazette in general, or to lodge with the Chief of Immigration to his or her satisfaction, in the prescribed form, a guarantee for the amount concerned.

(b) An amount or guarantee deposited or lodged with the Chief of Immigration in terms of paragraph (a) shall, subject to paragraph (c), be refunded to the person concerned or cancelled on his or her departure from Namibia, as the case may be.

(c) If such person acted in conflict with the purpose for which, or failed to comply with a condition subject to which, the employment permit was issued to him or her under subsection (1), the Minister may order that the amount deposited with the Chief of Immigration be forfeited to the State or, if a guarantee was lodged with the Chief of Immigration that the amount payable in terms of the guarantee be recovered for the benefit of the State.

(5) When the board authorizes the issue of such an employment permit to any person under subsection (1), it may authorize in that permit the spouse and dependent child of that person, if the spouse or child accompanies or resides with him or her, to enter and reside in Namibia with that person.

(6) Any person to whom an employment permit was issued under subsection (1) or who was authorized in that permit under subsection (5) to reside with that person, and who remains in Namibia after the expiration of the period or extended period for which, or acts in conflict with the purpose for which, that permit was issued, or contravenes or fails to comply with any condition subject to which it was issued, shall be guilty of an offence and on conviction be liable to a fine not exceeding Rl2 000 or to imprisonment for a period not exceeding three years or to both such fine and such imprisonment, and may be dealt with under Part VI as a prohibited immigrant.

8Lawsa vol. 4 at Para 9: ''The courts have developed what has come to be known as the rule or principle in Salomon v Salomon & Co. Ltd. In terms of this a company is a person in law quite separate and distinct from its members , directors and anyone else and accordingly , for instance its assets and liabilities (and so also its profits and losses) are its own and not those of (say) its members...Nor is the situation any different in a company with one or a few members only.''

9Smith, Stone & Knight Ltd v Birmingham Corpn. [1939] 4 All ER 116

10Sec. 2 Sale of liquor and kinds of licences

(I) Subject to section 76 or 77, no person shall sell liquor, except pursuant to and in terms of a current licence authorizing the sale of such liquor.''

''Sec. 49 Display of licence and other notices

A licensee shall, when the licensed premises is open for business, prominently display in any part of the licensed premises which is open to the public-

(a) the original licence in respect of the premises and, where applicable, a current and valid certificate of renewal in respect of such licence''.