shares in Brewer & Haupt (Pty) Ltd.
The applicant continued to work for the company during 1997 and 1998. He says that he contributed significantly
to the expansion of the business of the company; the second respondent is less enthusiastic about his contribution.
The applicant was of the view that by reason of his contribution to the business, he was entitled to a share in the
business. The second respondent said that his attitude throughout was that he was keen to give the applicant a
shareholding in the company, but that there were two major stumbling blocks: the applicant's unwillingness to
accept his share of responsibility for the liabilities of the company by standing surety for its indebtedness to the
bank, and a dispute as to the second respondent's loan account.
Proposals were made in an effort to resolve the differences but none was found acceptable by both parties.
Relations were becoming strained and one gained the impression from the evidence that the family
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gatherings which took place from time to time (at Sunday braai's, for example) became occasions of superficial
conviviality with considerable strain and tension simmering below the surface.
Matters came to a head during July 1998. The second respondent during the first half of July 1998, while on
holiday in Plettenberg Bay, prepared a further
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proposal to resolve the differences between himself and the applicant. The second respondent says that the
proposal was made in a conciliatory spirit, and that he made major concessions in an effort to meet the applicant.
The one major concession he offered to make, was to resolve the dispute regarding the loan account by splitting
the difference.
The proposal was discussed at a meeting on 31 July 1998. The applicant did not accept the proposal and
terminated his association with the company and with the second respondent with immediate effect.
It is clear, in my view, that the applicant had decided prior to the meeting of 31 July 1998 to sever his relationship
with the company and with the second respondent, and that he took certain preparatory steps during the course of
July while the second respondent was on holiday in Plettenberg Bay. On 6 July 1998 he purchased a laptop
computer and paid for it with a company cheque. When he left on 31 July 1998, he took the computer with him, with
the Project AMPS program and source code loaded on to it. Also during July 1998 he wrote himself a company
cheque for R30 000. He says it was in payment of salary. He had never before drawn a salary of R30 000 (his
monthly salary seems to have been R20 000) but, he says, he drew the amount because the second respondent
had drawn R30 000 and they were entitled to drew equal monthly amounts.
The computer programs
During 1997 and early 1998 the applicant and the second respondent envisaged a computer software package by
which AMPS data could be crosstabulated and analysed for Microsoft Windows operating systems. The idea was to
develop "user friendly" software which can translate the information contained in the binary form of the AMPS disks
into a format that could be used and manipulated by the user of the program. It was thought that the various
programs available in the market were expensive and not very user friendly. The applicant says that the idea and
the initiative was his, and that the second respondent was not enthusiastic about the idea. The second respondent
denies that the applicant played a dominant role in the conception and creation of the software. It is not necessary
to resolve this dispute, save for saying that I have the clear impression that the applicant's role in the development
of the software is overstated by himself and underplayed by the second respondent. The project became known as
the Project AMPS and the software it developed as the Project AMPS program.
The second respondent says that when the applicant left the company on 31 July 1998, a prototype of the
operational version of the Project AMPS software was complete. The applicant disputes this and says that at that
stage the program was still very much in the initial stages of development. He says that it was only after he had left
that he was able
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to concentrate, on a full time basis, on the development of the product. An AMPS cross tabulation program was
developed which the applicant called Data Explorer. The applicant says that he was the architect and creator of the
program while the third respondent was responsible for the actual programming.
The third respondent worked on the Data Explorer program during the period August 1998 to approximately July
2000. During September 2000 he emigrated to the United States. After his departure, the applicant no longer made
use of his services.
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The Data Explorer program came on the market in September 1998 through Softcopy, the name under which the
applicant trades. The applicant says that it services clients countrywide whose software and data are updated
twice a year.