Substance over form

In a judgment handed down on 25 August 2025, the Gauteng High Court dismissed an urgent application by Health-Worx Medical Centres (Pty) Ltd (“the Applicant”) to preserve its occupation of premises at Randridge Mall. The judgment by Justice Windell, underscores the legal intricacies of month-to-month leases and the limitations of interim interdicts in commercial tenancy disputes.

The Applicant operated a healthcare centre from the leased premises for over 20 years under a fixed term lease agreement with Emira Property Fund Ltd (“the Second Respondent”). The lease expired in October 2024, after which the applicant continued to occupy the space on a month-to-month basis. Although parties were negotiating a new lease agreement, no lease agreement has yet been finalised and concluded.

On 17 July 2025, the Second Respondent exercised its right to terminate the tenancy with 30 days’ notice and subsequently concluded a lease agreement with Kruger, Singh & Associates Incorporated (“the fifth respondent”), in terms of which occupation would take effect from 1 September 2025.

The applicant disputed the validity of the termination, alleging that a new agreement for their continued occupation had been concluded and sought an interim interdict to prevent the fifth respondent from taking occupation, pending further legal proceedings.

The Court’s Findings

The court emphasised the principle of substance over form. Although the applicants framed their relief sought on interim terms, its effect would have been final, as the lease period would likely expire before the main proceedings could be decided, rendering the issue moot.

In these premises, the court stated that the application must be assessed against the requirements for a final interdict which requires a clear right, instead of the less stringent requirements for an interim interdict, requiring at least a prima facie right. The court held that the applicant has failed to establish a clear right, disposing of the matter.

To eliminate any ambiguity, the court further assessed the application against the less stringent requirements for an interim interdict, namely: a prima facie right (though open to some doubt); a reasonable apprehension of irreparable harm; balance of convenience; and the absence of an alternative remedy.

In application proceedings where final relief is sought and where there exists a dispute of fact, the court applies the Plascon Evans principle – namely assessing whether the Respondent’s version in conjunction with the applicant’s admitted facts, justifies granting the order.  On the combined version, and with due regard to the inherent probabilities, the question is whether the respondents’ evidence casts serious doubt on the applicant’s case, if so, the application cannot succeed.

The court held that on the applicant’s own version, they failed to prove that consensus had been achieved on the essential terms of the lease (either expressly or tacitly). As such, they failed to establish a clear or prima facie right to their continued occupation. The respondents’ version confirmed this.

Regarding the requirement for an apprehension of harm, the court found that the applicant’s alleged harm is either speculative, self-created or purely financial. Financial losses, relocation costs, and contractual liabilities are patrimonial and compensable through a claim for damages.

The court exercised its discretion in weighing the prejudice suffered by the parties in determining the balance of convenience. This discretion turns on the prospects of success for the applicant and the balance of convenience: the stronger the prospects of success, the less the need for such balance to favour the applicant; the weaker the prospects of success, the greater the need for the balance of convenience to favour the applicant.

The court held that the applicant’s prospects of success are slim, whilst granting the interdict would cause the fifth respondent immediate and serious prejudice as a result of disruption of patient care, loss of doctor-patient relationships, and financial harm. In contrast, the court found that the applicant only faced relocation and financial loss, which are the normal consequences of a month-to-month lease terminating. Therefore, the court found that the balance of convenience overwhelmingly favours the fifth respondent, especially considering the importance ensuring continuity of healthcare services at the premises.

Conclusion

The court dismissed the application with costs, emphasising that the applicant’s allegations were based on negotiations rather than a concluded agreement. The applicant failed to satisfy the requirements for an interdict, whether final or interim.

This judgment serves as a cautionary tale for businesses operating under expired leases, illustrating that month-to-month tenancies offer limited protection, a reality that parties must accept and live by. Landlords and tenants should understand the importance of concluding formal agreements and the risks of relying on ongoing negotiations to protect their status quo. The judgment also underscores courts’ practical approach of prioritising substance over form in interdict applications.

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