MacDuff & Co Ltd (in Liquidation) v Johannesburg Consolidated Investment Co Ltd[1] is the leading case in South African contract law on the issue of fictional fulfilment of suspensive conditions.
Macduff agreed that, once liquidated, it would transfer all its assets into a newly founded company under the auspices and supervision of JCI.
In the agreement was a suspensive condition which permitted liquidation only if the shareholders of Macduff agreed to it.
JCI accordingly bought up shares in Macduff, until it was the majority shareholder, and then voted against liquidation, deliberately obstructing the possibility of the occurrence of the suspensive condition in the contract.
The Appellate Division ruled that such obstruction was unlawful, and therefore that there was fictional fulfillment of the suspensive condition.