Strife at med ical imaging firm

Directors at loggerheads, with founding member wanting out

A COMPLEX court battle has arisen between shareholders who are also directors of one of Durban’s leading medical imaging companies.

The bust-up playing out in the Durban High Court between Dr Muhammed Essop Vayej, a founding member of Jackpersad and Partners Incorporated, and 23 other directors.

Vayej, who has a speech impediment, became upset with a director who asked him to: “Speak like the rest of us and not with a funny wheezy voice” at a meeting in 2013.

During another heated exchange in 2014, the same director called him a “petty thief”.

Vayej, 63, represented by attorney Kuben Moodley, filed a defamation application against the doctor and the company.

That, according to Vayej, triggered his fallout with the rest of the board of directors to the point that their relationship has now become “untenable”.

Vayej has also made applications for derivative proceedings to declare his fellow partners “delinquent directors”, and a Section 163 bid to ensure that he is granted fair value for his stake in the company, as he wants to be extricated.

Included in the nearly R40 million payout Vayej asked for are claims for damages, legal fees and loss of earning capacity.

Vayej, a senior radiologist, is due for retirement in 2024, but wants to leave now.

According to Vayej’s court documents, during a March 2013 meeting, he took offence when the matter of two directors, who were accused of abusive conduct and harassment of female staff at one of their practices, was being “swept under the carpet”.

That was when one of the aggrieved directors picked on his speech impediment.

The other explosive meeting between Vayej and the other director happened when he asked why the director committed the company to monthly donations that exceeded their patronage limit.

Vayej picked on how the same director also had the company buy expensive “July” (Handicap) suite tickets for directors and referring doctors.

The other director responded by accusing Vayej of being a “petty thief”.

Vayej based his move to declare the other directors as “delinquent” on his belief that while he paid from his pocket for legal fees he incurred in his defamation action, the company settled the directors’ legal costs.

If he is successful with that particular application, it could result in the other directors being declared unfit to hold office.

This would then affect the existence of the company.

A Section 163 application is made when a minority shareholder claims to be on the receiving end of oppressive conduct from the majority shareholders.

Other forms of victimisation that Vayej claimed he endured was the company’s refusal to send him on sponsored international medical conferences.

He was also once asked to leave a meeting of directors.

The 23 directors and the company are represented by advocate AK Kissoon Singh, who filed a combined response on behalf of the company and the bulk of the 23 respondents, who are all directors.

While accepting that allegations were made against two directors over improper conduct towards some staff members, they argued that the matter could not be pursued further because no written statements were produced.

Also, the two directors in question denied the allegations.

They accepted that Vayej and one director had a heated verbal exchange. But they claimed that Vayej used abusive language and the other director responded accordingly and picked on his manner of speech.

The issue about July tickets came before the board but they said nothing further needed to be done because the company had been reimbursed for its outlay.

No further action was required in the matter regarding donations to the religious organisation because the director who made the payout reimbursed the company, according to the others.

While the defendants believe the legal costs incurred in defending the matter with Vayej were company expenses, they have resolved to apportion bills between the company and shareholders.

They denied that Vayej was refused opportunities to attend conferences, and that it was a conflict of interest to allow him entry to a meeting where they discussed an application he brought against them.

The defendants denied that Vayej has been treated in a prejudicial manner, but insisted he enjoyed a good working relationship with all the directors except the one he clashed with previously.

All four applications have been merged and the matter is being heard by Judge Johan Ploos van Amstel.

The matter began on November 11 and will continue this week.

Vayej was the first witness summoned by his legal counsel comprising advocate Omar Moosa SC and advocate Reshma Athmaram.

Advocate Gator Reddy and attorney Raneshan Naidoo are representing two of the respondents, while advocate Cameron Hunt represents one other.