Eswatini Oils wins court battle against Vuslat Bayoglu’s farm to recover two industrial boilers

Eswatini Oils and Mills, a Matsapha-based cooking-oil manufacturer, has won a legal battle in South Africa to recover two industrial boilers purchased from Vusi’s Farm, an agricultural business owned by businessman Vuslat Bayoglu’s Menar investment group, after the High Court in Johannesburg ruled that ownership had already passed to the Eswatini company before one of the machines was sold to another buyer.

Judge S.C. Mia of the Gauteng Division of the High Court ordered Vusi’s Farm to give Eswatini Oils access to a 10-ton boiler. She directed Steam House Engineering to return a 12.5-ton boiler it had dismantled and removed from the farm’s premises.

The ruling resolves a dispute over whether ownership of the large industrial machines transferred even though they remained at the seller’s premises pending dismantling and removal.

Eswatini Oils paid for both boilers

The case was heard as an urgent application in the Gauteng Division of the High Court in Johannesburg on Feb. 10, 2026, with judgment reasons issued on Sept. 7, 2026. The dispute began in July 2025 when Eswatini Oils purchased the two boilers from Vusi’s Farm and paid the full purchase price. Because of their size, the machines remained at the farm while arrangements were made for their dismantling and removal.

Vusi’s Farm later purported to sell the 12.5-ton boiler to Steam House Engineering in December 2025, after which the engineering company dismantled and removed it.

The farm argued that it had cancelled its agreement with Eswatini Oils because the company failed to remove the boilers within the agreed period and offered to refund the purchase price.

The court rejected that argument, finding that ownership had already passed to Eswatini Oils.

Court finds constructive delivery transferred ownership

A key question was whether physical possession was required for ownership to transfer.

Judge Mia found that it was not, relying on the South African legal principle of traditio longa manu. Under the principle, delivery of movable property can occur without physical handover when the asset has been identified, placed at the buyer’s disposal, and the parties intend the buyer to assume control.

The court found that Vusi’s Farm had identified the boilers, provided Eswatini Oils with access to its premises and allowed the company’s contractors to begin dismantling the equipment.

Dismantling of the boilers took place from Dec. 8 to Dec. 12, 2025, with the farm’s knowledge and without objection.

The court concluded that these actions placed the boilers at Eswatini Oils’ disposal and enabled the company to exercise effective control over the machinery. An offer by Vusi’s Farm on Dec. 11 to buy back one of the boilers for R150,000 was also considered significant evidence that the seller had treated the machine as belonging to Eswatini Oils.

Steam House ordered to return boiler

The court found that ownership of both boilers had transferred to Eswatini Oils through constructive delivery, meaning Vusi’s Farm no longer had ownership of the 12.5-ton boiler when it subsequently sold it to Steam House Engineering.

Judge Mia also rejected Steam House’s reliance on alleged good faith, finding that good faith alone does not confer ownership when a seller lacks title to transfer, unless a recognised legal exception applies. Steam House was therefore ordered to return the 12.5-ton boiler and all its parts to Eswatini Oils.

Vusi’s Farm was separately ordered to provide immediate access to its premises so Eswatini Oils could take possession of the 10-ton boiler. If the farm failed to comply within 48 hours of service of the order, the sheriff was authorised to enter the premises, with assistance from the South African Police Service if necessary, to locate and attach the boiler and deliver it to Eswatini Oils. The respondents were also ordered to pay the costs of the application on Scale B.

The ruling highlights the importance of clearly establishing ownership and delivery arrangements when purchasing large industrial assets, particularly where machinery must remain on a seller’s premises after payment. In this case, the court found that full payment, identification of the boilers, access to the property and the commencement of dismantling were sufficient to establish that ownership had already transferred.