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Mike Otis
Mike Otis, Legal Advisor
Category: South Africa Law
Satisfied Customers: 2161
Experience:  B.Comm; LL.B; LL.M.
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Hi. Myself and a partner had 50% membership in a Close Corporation.

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Hi. Myself and a partner had 50% membership in a Close Corporation. The Close Corporation then signed a lease agreement with a Landlord, as well as myself and the partner signed additional surety agreements with the Landlord on this lease. Due to financial problems i took the 50% over from the CC membership from my ex-partner. However, no lease agreement with the landlord was cancelled or updated with regards XXXXX XXXXX original lease and sureties. My ex-partner claims that he is not responsible for his surety anymore and claims he cancelled it with the Landlord. Is this valid, and shouldnt the lease and sureties had to be amended by all relevant parties in this deal ?, or can the landlord without my knowledge change the agreement without informing me on this.
Welcome, and thank you for your question.

In order to enable me to assist, kindly provide further information.
1. Was the lease agreement in the name of the CC?
2. Did you and your former partner each bind yourselves to the landlord in separate surety documents or was is a joint agreement?
3. Why is the suretyship relevant? Has the CC missed certain of the rent payments?
4. Has the landlord confirmed the claims by your former partner that he was released from the suretyship?

Yours faithfully
Customer: replied 4 years ago.


1. The lease agreement is in the name of the CC.

2. Yes, seperate documents were done by each of us.

3. Yes, the CC has cashflow problems due to the financial mismanagement of the partner and I had to support the CC 5 out of the past 6 months in respect of costs, to be able to pay the rent.

4. So far they can't, or havent produced any documentation to this effect- i requested a copy of our file but still waiting for any insight into this.

Given the circumstances and the nature of surety agreements (being an agreement to the benefit of the landlord), it would be possible for the landlord to release one or more sureties from their obligations.

However, in the event that it is a joint surety, in terms of which you and your former partner are jointly and severably liable, that might not be so easy and you would be able to joint your former partner as a co-defendant to any legal action that the landlord may institute. Unfortunately, from the information give, it seems like the sureties were given separately.

One must also bear in mind that since your former partner is no longer a member of the CC, it would not be uncommon for him to want to be released as a surety as well. However, usually that is a condition that is specifically agreed on as part of the buy-out of the membership interest.

Yours faithfully
Customer: replied 4 years ago.

Hi Mike

got hold of a copy of the Annexure to the lease document which gives my name, and the partners name and then states " In regard to the lease agreement as recorded in the schedule and annextures thereto do hereby bind myself/ourselves, jointly and severally, as surety/ies and co-principal debtor/s in solidum together with the Tenant,being CC.


There was no condition set in the sale agreement on this however.


It would appear that you bound yourselves as sureties not only to the benefit of the landlord but also, given that you are jointly and severably bound, to your benefit so it would not be possible for the other surety to be released without your consent.

Yours faithfully
Mike Otis and other South Africa Law Specialists are ready to help you
Thank you for your valued support. Thank you also for rating my answer. I trust that your matter has been resolved or is in the process of being resolved.

Should you encounter any further problems, either with the above or any future matters, please do not hesitate to contact me with your questions by clicking on my profile link, which you will find at the end of this message, or at

Yours faithfully,