THE SUPREME COURT OF APPEAL OF SOUTH AFRICA
JUDGMENT
Reportable
Case no: 1265/2021

In the matter between:
KEYHEALTH MEDICAL SCHEME                                            APPELLANT

and

GLOPIN (PTY) LTD                                                             RESPONDENT

Neutral citation: KeyHealth Medical Scheme v Glopin (Pty) Ltd
(1265/2021) [2022] ZASCA 147 (28 October 2022)
Coram:
MOLEMELA, PLASKET and MABINDLA-BOQWANA JJA
and WEINER and MASIPA AJJA
Heard:
5 September 2022
Delivered: 28 October 2022
Summary: Contract – revocation of mandate – whether agreement may be
revoked at will by one of the parties – terms of duration and termination of
agreement validly agreed between the parties.

ORDER

On appeal from: Gauteng Division of the High Court, Pretoria (Mogotsi AJ,
with Van der Westhuizen and Collis JJ concurring, sitting as court of appeal):
The appeal is dismissed with costs, including the costs of two counsel.

JUDGMENT
Mabindla-Boqwana JA (Molemela and Plasket JJA and Weiner and
Masipa AJJA concurring):
[1] The issue in this appeal is whether the appellant, KeyHealth Medical
Scheme (KeyHealth), was entitled to revoke the agreement it had with the
respondent, Glopin (Pty) Ltd (Glopin), on the basis that it constituted a
mandate revocable at any time by KeyHealth.

[2] On 20 October 2004, Glopin concluded a written broking agreement
(the agreement) with Munimed Medical Scheme (Munimed) incorporating the
following material terms:
‘2.
INTRODUCTION:
2.1
GLOPIN wishes to introduce and admit new members to Munimed and provide
ongoing services in relation to the products of Munimed for the benefit of GLOPIN’s
clients.
2.2
Munimed has agreed to accept the appointment of GLOPIN, subject to the terms
and conditions of this agreement.

3.
DURATION AND SCOPE:
3.1
GLOPIN is authorised, with effect from the commencement date, to submit to
Munimed, on behalf of GLOPIN’s clients, applications for the products for the benefit of
GLOPIN’s clients and to provide ongoing broker services.
3.2
GLOPIN’s authority in terms of this agreement is limited to what is set out in 3.1
above. Without limiting the generality of the aforegoing, GLOPIN is not appointed as
agent or representative of Munimed and is not authorised to or to purport to:-
3.2.1  contract on behalf of or in any way bind Munimed;
3.2.2  incur any debt or liability or accept any insurance risk on Munimed’s behalf;
3.2.3  agree to alter any policy (including, but not limited to, the premiums payable) or
waive any lapse, forfeiture or other non-compliance with conditions by any policyholder
or insured;
3.2.4  extend the time for the payment of any premium;
3.2.5  collect and accept premiums for and on behalf of Munimed.
3.3
GLOPIN shall not publish anything concerning Munimed without its prior written
approval.
3.4
For the purposes of sub-clauses 3.2 and 3.3, any reference to GLOPIN shall include
GLOPIN’s employees, agents and/or consultants.
4.
DURATION AND TERMINATION:
4.1
This agreement shall commence on 1 September 2004 and shall continue for the
period of accreditation of GLOPIN by the Council for [M]edical Schemes and may be
terminated by either party hereto, pursuant to the terms contained in this agreement.
4.2
This agreement may be terminated by either party in terms of ruling legislation.
4.3
This agreement shall automatically terminate:
4.3.1  In the event of GLOPIN entering into any compromise with its creditors; or
4.3.2  In the event of GLOPIN been provisionally or finally wound up or sequestrated; or
4.3.3  In the event of GLOPIN not complying with the [Medical Schemes Act 131 of 1998
and regulations thereto, or any legislation which may amend or replace the Act or
regulations thereto]1 (to be read in conjunction with the Corruption Act No. 94 of 1994),

1 As defined in the agreement.

the minimum service levels as required by the scheme or the Act, the broker code of
conduct/ethics as determined by the Council for Medical Schemes, and the Financial
Advisory and Intermediary Services Act (FAIS Act).
. . .
6.
COMPENSATION:
6.1
GLOPIN shall be paid compensation for premiums paid to, received and allocated
by Munimed for the products issued by Munimed pursuant to applications procured and
submitted by GLOPIN. The rates at which such compensation shall be paid shall be equal
to the maximum payable by statute or regulation from time to time. GLOPIN shall be
provided with a schedule setting out the total sum of all compensation payable by Munimed
to GLOPIN.’ (My emphasis.)

[3] The agreement was assigned to KeyHealth by Munimed on 24 October
2011. On 14 February 2017, KeyHealth’s attorneys sent a letter to Glopin
terminating the agreement citing Glopin’s failure to comply with legislation,
service levels and the code of conduct as stated in clause 4.3 of the agreement,
which KeyHealth viewed as constituting a serious breach. Glopin regarded
this as repudiation of the agreement, which it did not accept.

[4] Glopin subsequently approached the Gauteng Division of the High
Court, Pretoria (the high court) for urgent relief, seeking an interim order
preventing KeyHealth from acting upon its repudiation pending the outcome
of an action it intended to institute against KeyHealth. An order to this effect
was taken by agreement between the parties on 28 February 2017.

[5] On 31 March 2017, KeyHealth’s attorneys sent a letter to Glopin’s
attorneys informing them of KeyHealth’s abandonment of the notice of

termination, which meant the agreement remained extant. Importantly, the
letter further advised the following:
‘4.1
Glopin (Pty) Ltd is herewith notified on behalf of Keyheath Medical Scheme that
the authority which is referred to in clauses 2.1, 3.1 and 3.2 of the Broker Agreement is
revoked with effect from 1 July 2017.
4.2
The three month notice period is not provided for in the Broker Agreement, but is
regarded by our client as reasonable to afford your client adequate time to mitigate any
damages it may suffer as a result of the revocation of the authority.
4.3
As from 1 July 2017 Glopin (Pty) Ltd will not be entitled to render any further
broker services to our client.
4.4
As we are not at liberty to communicate directly to your client, we will cause a copy
of this notice to be forwarded to your client by our client. We trust, however, that you will
confirm that this notice to you constitutes notice to Glopin (Pty) Ltd.’ (My emphasis.)

[6] Following this letter, Glopin instituted an action in the high court,
which served before Basson J (the trial court), seeking a declarator that the
agreement between the parties was of full force and effect; that the purported
cancellation on 14 February 2017, as well as the subsequent purported
revocation of Glopin’s authority under the agreement, were unlawful and
invalid.

[7] Glopin further sought a confirmation of the mandamus granted in the
interim order agreed to between the parties on 28 February 2017. In the
alternative, Glopin sought a declarator that, notwithstanding KeyHealth’s
revocation of its authority in terms of clauses 2.1, 3.1 and 3.2 of the
agreement, it was entitled to continued payment of remuneration and broker
compensation in terms of the agreement.

[8] In its defence, KeyHealth contended that the revocation of Glopin’s
authority constituted termination of the agreement. It further alleged that, in
February 2018, Glopin had repudiated the agreement by insisting on payment
of broker commission in terms of regulation 28 of the Regulations
promulgated in terms of the Medical Schemes Act 131 of 1998 (the MSA), in
respect of members of the Retired Municipal Employees Association
(RMEA). KeyHealth no longer pursues this defence. Thus, save for
highlighting it where necessary, in the context of the findings of the courts
below, that issue does not form part of questions to be determined by this
Court.

[9] In grappling with the revocation issue, the trial court determined
whether the agreement between the parties was a contract of mandate. In this
regard, it referred to a passage in Lawsa2 which contained the following
description:
‘A contract of mandate is a consensual contract between one party, the mandator, and
another, the mandatary, in terms of which the mandatary undertakes to perform a mandate
or commission for the mandator. In essence the mandatary undertakes to do something at
the request or on the instruction of the mandator. Although the mandate is usually
performed gratuitously, provision may be made for the payment of a reward or
remuneration.
Because the word “mandate” suggests an instruction or “command” given by the mandator,
the impression may be created that a mandate is constituted by the unilateral act of the
mandator in giving the mandate. Such impression is erroneous since the conduct of
mandate requires consensus between the parties thereto. There must hence be an agreement
between the parties brought about by an identifiable offer, in the form of a request that the
mandate in question be performed, and an acceptance of that offer, in the sense of acceding

2 17(1) Lawsa 2 ed para 2.

to that request, together with an undertaking to carry out the mandate and to perform the
various duties imposed by it. For the rest the agreement must comply with all the
requirements for a valid and enforceable contract.
A mandate should be distinguished from an authority or power of attorney. An authority
gives the authorised party the power to perform juristic acts in the name or on behalf of the
grantor of the authority, while a mandate does not necessarily include any power to
represent the mandator legally.’

[10] Relying on this passage, the trial court agreed with KeyHealth that ‘the
authority extended in clause 3.1, read together with clauses 2.1 and 3.2
establishe[d] a mandate to Glopin to market Keyhealth’s products and to
introduce to Keyhealth new members by submitting to Keyhealth applications
by its clients for products of Keyhealth and, should medical cover result from
that, to render ongoing services to Keyhealth in accordance with the service
level agreement. As already pointed out, such introduction and the resulting
medical cover will then cause Glopin to become entitled to compensation in
terms of clause 6.1 of the broking agreement’.

[11] On the question of revocation, the trial court stated that ‘the general rule
is that the mandator is entitled to revoke the mandate, whether irrevocable or
not, upon which the contract in its entirety is terminated (except where the
terms of the contract may indicate that such revocation is a breach of
contract)’.3 It then concluded that KeyHealth’s revocation of the agreement
was unlawful and invalid, because Glopin’s insistence on being paid
compensation in respect of RMEA members was not a repudiation of the

3 The trial court relied on Firs Investment Ltd v Levy Bros Estates (Pty) Ltd 1984 (2) SA 881 (A) at 886F-H,
and Consolidated Frame Cotton Corporation Ltd v Sithole and Others 1985 (2) SA 18 (N) at 22H-I.

agreement because it did not create an impression that it no longer intended
to comply with the terms of the agreement.

[12] It appears that the trial court based its decision on KeyHealth’s
alternative argument, thus interlinking the revocation question with
repudiation. Glopin, therefore, succeeded in obtaining a declaratory order
invalidating KeyHealth’s revocation.

[13] With the leave of the trial court, the matter went before the full court of
the Gauteng Division of the High Court, Pretoria. While endorsing the
decision of the trial court, the full court found that the agreement was not a
mandate simpliciter, but a contract which created obligations between the
parties, and which could be terminated only if clause 4 of the agreement was
triggered.

[14] The appeal before us is with the special leave of this Court. KeyHealth
contends that the agreement between the parties amounted to a contract of
mandate and, as a result, either party was free to revoke it at any time.
Therefore, it was entitled to revoke Glopin’s mandate as it did on 31 March
2017. To advance this argument, KeyHealth contends that the services
provided for in the Service Level Agreement (SLA) were provided on
KeyHealth’s behalf and not on behalf of the members of the medical scheme
per se.

[15] Furthermore, KeyHealth asserts that any services provided by Glopin
to the members were based on their relationship with the medical scheme and

not with Glopin. Therefore, so the argument goes, any private services
between Glopin and its members would have had to be accommodated outside
the SLA. This is because s 65 of the MSA read with regulation 28, from which
compensation in the SLA is derived, would not allow payment for services
other than those performed on behalf of the medical scheme directly. In this
regard, KeyHealth’s counsel contends that the full court, firstly, failed to take
into consideration the effect and the obligations in the SLA in reaching its
decision; and, secondly, that it did not take cognisance of s 65 of the MSA.

[16] Compensation in the SLA means ‘the compensation payable by
Munimed to GLOPIN in terms of [s]ection 65 of the [MSA] and Regulation
28 thereto’. Section 65 of the MSA provides:
‘65.
Broker services and commission -
(1)
No person may act or offer to act as a broker unless the Council has granted
accreditation to such a person on payment of such fees as may be prescribed.
(2)
The Minister may prescribe the amount of the compensation which, the category of
brokers to whom, the conditions upon which, and any other circumstances under which, a
medical scheme may compensate any broker.
(3)
No broker shall be compensated for providing broker services unless the Council
has granted accreditation to such broker in terms of subsection (1).
(4)
. . .
(5)
A medical scheme may not directly or indirectly compensate a broker other than in
terms of this section.
(6)
A broker may not be directly or indirectly compensated for providing broker
services by any person other than -
(a)
a medical scheme;
(b)
a member or prospective member, or the employer of such member or prospective
member, in respect of whom such broker services are provided; or
(c)
a broker employing such broker.’

[17] Regulation 28 in turn stipulates:
‘Compensation of brokers -
(1)
No person may be compensated by a medical scheme in terms of section 65 for
acting as a broker unless such person enters into a prior written agreement with the medical
scheme concerned.
(2)
Subject to subregulation (3), the maximum amount payable to a broker by a medical
scheme in respect of the introduction of a member to a medical scheme by that broker and
the provision of ongoing service or advice to that member, shall not exceed –
(a)
R50, plus value added tax (VAT), per month, or such other monthly amount as the
Minister shall determine annually in the Government Gazette, taking into consideration the
rate of normal inflation; or
(b)
3% plus value added tax (VAT) of the contributions payable in respect of that
member,
whichever is the lesser.
(3)
. . .
(4)
. . .
(5)
Payment by a medical scheme to a broker in terms of subregulation (2) shall be
made on a monthly basis and upon receipt by the scheme of the relevant monthly
contribution in respect of that member.
(6)
The ongoing payment by a medical scheme to a broker in terms of this regulation
is conditional upon the broker –
(a)
continuing to meet service levels agreed to between the broker and the medical
scheme in terms of the written agreement between them; and
(b)
receiving no other direct or indirect compensation in respect of broker services from
any source, other than a possible direct payment to the broker of a negotiated professional
fee from the member himself or herself (or the relevant employer, in the case of an employer
group).
(7)
A medical scheme shall immediately discontinue payment to a broker in respect of
services rendered to a particular member if the medical scheme receives notice from that

member (or the relevant employer, in the case of an employer group), that the member or
employer no longer requires the services of that broker.
(8)
. . .
(9)
. . .’ (My emphasis.)

[18] The trial court referred to Firs Investment,4 which pointed to the
controversy that surrounds the question of whether an authority to conclude
juristic acts on behalf of a principal can be granted irrevocably. According to
Lawsa,5 the uncertainty that exists stems partly from the fact that the
distinction is sometimes not made between revocation of authority and
termination arising out of contracts of mandate. These are two distinct terms
with different rules. The appreciation that a contract of mandate cannot be
terminated at will by one of the parties, does not mean that ‘a mandatary’s
authority to conclude juristic acts on behalf of [a] principal can be irrevocable.
Even if the representative’s authority is linked with a contract of mandate
which cannot be terminated unilaterally by the mandator, the authority is
revocable. The mandator is liable in damages for breach of the contract of
mandate, but the mandatary can no longer conclude juristic acts on behalf of
the mandator’. (My emphasis.)

[19] This distinction is important, because the general rule that an agent’s
authority may be terminated at will seems to relate to certain types of
mandates. In Eileen Louvet Real Estate (Pty) Ltd,6 in a matter that dealt with

4 Firs Investment Ltd (The) v Levy Brothers Estates (Pty) Ltd [1984] 2 All SA 211 (A); 1984 (2) SA 881 (A).
5 1 Lawsa 3 ed para 149.
6 Eileen Louvet Real Estate (Pty) Ltd v AFC Property Development Co (Pty) Ltd [1989] 2 All SA 290 (A);
1989 (3) SA 26 (A).

a sole and exclusive mandate to sell property given to an agent, this Court
observed:
‘It has, of course, often been held that, save for certain exceptions, an agent’s mandate may
be summarily revoked by the principal, even if it is expressed to be irrevocable. A mandate
in this sense is an authority, derived from an agreement of agency, to perform a juristic act
on behalf of the principal. But in law an ordinary estate agent (to whom, for convenience,
I shall refer as a realtor) is not appointed by virtue of such an agreement. He cannot sell
the property on behalf of the owner, nor can he perform any juristic act binding the owner.
The latter merely undertakes to compensate him should a certain eventuality occur; usually
if he introduces a willing and able purchaser as a result of which the property is sold to the
person thus introduced. The contract between the owner and the realtor is therefore also
not an agreement of mandate; the realtor is not obliged to perform his mandate. Hence the
contract is sui generis (cf Gluckman v Landau & Co 1944 TPD 261 at 274-5). For the sake
of convenience I shall, nevertheless, use the word mandate to denote the realtor's
authority.’7 (My emphasis.)

[20] In this case, by its own admission, Glopin is not an empowered agent.
This is confirmed by the express term of the agreement, clause 3.2, which
says: ‘GLOPIN is not appointed as agent or representative of Munimed and is
not authorised to or to purport to’, inter alia, ‘contract on behalf of or in any
way bind Munimed’. The agreement only authorised or permitted Glopin to
submit applications to KeyHealth for the benefit of Glopin’s clients and to
provide ongoing broker services. In those dealings, it could not represent
KeyHealth.

[21] Apart from aligning itself with the trial court’s findings, KeyHealth has
not attempted to show whether the mandate it contends for is the kind of

7 Firs Investment at 292.

mandatary’s authority in respect of which the irrevocability clause cannot be
applicable. KeyHealth seems to base its argument purely on the use of the
word ‘authority’ in the agreement and ignoring other clauses which give rise
to the context of the use of the expression.

[22] Reliance on s 65 of the MSA read with reg 28 does not assist
KeyHealth’s case at all. Those provisions simply deal with how the brokers
are to be appointed, compensated and for which services. Moreover, the SLA
effectively mirrors what is intended in those provisions. What is clear in both
the SLA and those legislative provisions is their appreciation of a triangular
relationship between the medical scheme, the broker, and the members of the
medical scheme. The duties described in the SLA are not services solely
rendered on behalf of KeyHealth. Glopin provides services to KeyHealth and
to the members of KeyHealth who are also its clients as regards to the products
of the medical scheme.

[23] Subregulation 28(6)(b) is instructive. It provides that the broker may
not receive compensation from any source other than the medical scheme,
except ‘other than a possible direct payment to the broker of a negotiated
professional fee from the member himself or herself (or the relevant
employer)’. The use of the words ‘direct payment’ seems to be a recognition
that services provided by the broker to the member are ordinarily paid for
‘indirectly’ through the medical scheme.

[24] The suggestion, therefore, that s 65 and reg 28 are supporting the
contention that the agreement is a mandate on the basis that it provides for

services to be performed only on KeyHealth’s behalf, does not seem correct.
In light of that, and based on the principles articulated above, it is not clear on
what basis the agreement can be said to constitute authority to Glopin to
conclude juristic acts on behalf of KeyHealth.

[25] Even assuming that the agreement is a contract of mandate, parties can
validly agree that it may not be terminable at the pleasure of any of them.8 As
pointed out in Ward v Barret,9 it is important to examine the terms of the
agreement, because the principal might have bound himself or herself to the
agent in terms of the expressed or implied terms of the agreement.

[26] The Court in Eileen made these further important observations:
‘I agree, however, with the submission of counsel for the appellant that the answer to the
above question depends on the terms of the contract of mandate. If the mandate was
conferred for a specific period, the agreement of mandate may obviously not be terminated
during its currency. Should the owner in such a case purport to revoke the mandate, the
agreement will not be terminated, and should the agent perform the agreed services, or
show that, but for an act of the owner frustrating the performance of the services entitling
him to payment of commission, he would have earned the same, the realtor will be entitled
to commission or damages as the case may be. Of course, the mere conferment of a
sole agency does not give rise to such a claim should the owner sell the property without
the intervention of any agent. The position may be different if a sole authority is
created: The Firs Investment Ltd v Levy Bros Estates (Pty) Ltd 1984 (2) SA 881 (A) at 886.
Although the appellant was authorised to “sell” the property, it was rightly common cause
that it was not an agent with authority to sell on behalf of the respondent; on the contrary,
the appellant's “right to sell” was intended to confer a “right” to introduce prospective
purchasers. The written agreement was consequently not a contract of agency but of

8 1 Lawsa 3 ed para 149.
9 Ward v Barrett N O and Another [1962] 4 All SA 557 (N); 1962 (4) SA 732 (N) at 737D-F.

mandate in the sense outlined above. That mandate was not granted for a specific period.
The agreement did, however, confer upon the appellant “the sole and exclusive right” to
sell the properties, and furthermore provided that “if during the period of this sole mandate”
the properties were to be sold by the respondent or any other person the appellant would
be entitled to commission calculated with reference to the purchase price. If the agreement
is construed as entitling the respondent to terminate it summarily, it would be, practically
speaking, virtually worthless. The right to commission preserved in the last paragraph
could be frustrated by unilateral termination on the part of respondent before the
conclusion of a sale. This it would be entitled to do even if appellant had gone to
considerable expense in procuring the prospective purchaser, and even if the appellant was
on the point of introducing such a purchaser. It therefore appears to me that in accordance
with the general rule applicable to agreements having efficacy for an unspecified period,
the agreement under consideration could only have been terminated by the respondent on
reasonable notice.’ (My emphasis.)

[27] In this case, the parties agreed on the duration and the termination of
the agreement. In terms of clause 4.1, a peremptory expression ‘shall’ is used.
It states that ‘[t]his agreement . . . shall continue for the period of accreditation
of GLOPIN by the Council for [M]edical Schemes’. And in terms of clause
4.2, it states that ‘[t]his agreement may be terminated by either party in terms
of ruling legislation’; and in terms of clause 4.3, it ‘shall automatically
terminate’ if any of the events stipulated therein occur.

[28] None of the events stipulated in clause 4 for triggering termination has
taken place. KeyHealth was, therefore, not permitted to revoke the contract at
will. Its predecessor, Munimed, bound itself in terms of clause 4 as to the
duration of the agreement and how the agreement may be terminated.

Accordingly, there are no grounds to interfere with the decision of the full
court.

[29] In the result, the appeal is dismissed with costs, including the costs of
two counsel.

__________________________
N P MABINDLA-BOQWANA
JUDGE OF APPEAL

Appearances

For appellant:
M M Rip SC (with C M Rip)
Instructed by:
Kotzé and Roux Attorneys Incorporated, Pretoria

EDJ Attorneys Incorporated, Bloemfontein.

For respondent:
P F Louw SC (with D J Vetten)
Instructed by:
Edward S Classen & Kaka, Johannesburg

Van Wyk & Preller Attorneys, Bloemfontein.

THE SUPREME COURT OF APPEAL OF SOUTH AFRICA
MEDIA SUMMARY OF JUDGMENT DELIVERED IN THE SUPREME COURT OF
APPEAL
From:
The Registrar, Supreme Court of Appeal
Date:
28 October 2022
Status:
Immediate
The following summary is for the benefit of the media in the reporting of this case and does
not form part of the judgments of the Supreme Court of Appeal
KeyHealth Medical Scheme v Glopin (Pty) Ltd (1265/2021) [2022] ZASCA 147 (28 October
2022)
Today, the Supreme Court of Appeal (SCA) dismissed with costs, including the costs of two
counsel, an appeal against the decision of the Gauteng Division of the High Court, Pretoria,
sitting as a court of appeal (the full court).

The issue in the appeal was whether the appellant, KeyHealth Medical Scheme (KeyHealth),
was entitled to revoke the agreement it had with the respondent, Glopin (Pty) Ltd (Glopin), on
the basis that it constituted a mandate revocable at any time by KeyHealth.

The facts of the matter were as follows. On 20 October 2004, Glopin concluded a written
broking agreement (the agreement) with Munimed Medical Scheme (Munimed). In terms of
the agreement, Glopin was authorised, with effect from the commencement date, to submit to
Munimed, on behalf of its (Glopin’s) clients, applications for the medical scheme’s products,
for the benefit of its clients and to provide ongoing broker services. The agreement was
assigned to KeyHealth by Munimed on 24 October 2011.

On 14 February 2017, KeyHealth’s attorneys sent a letter to Glopin terminating the agreement
citing Glopin’s failure to comply with legislation, service levels and the code of conduct as
stated in clause 4.3 of the agreement, which KeyHealth viewed as constituting a serious breach.
Glopin regarded this as repudiation of the agreement, which it did not accept.

On 31 March 2017, KeyHealth’s attorneys addressed a letter to Glopin abandoning the notice
of termination. The letter, however, also notified Glopin of KeyHealth’s intended revocation
of its authority under the agreement, with effect from 1 July 2017. Following this letter, Glopin
instituted an action in the Gauteng Division of the High Court, Pretoria (the trial court), seeking
a declarator that the agreement between the parties was of full force and effect; that the
purported cancellation on 14 February 2017, as well as the subsequent purported revocation of
Glopin’s authority under the agreement, were unlawful and invalid.

KeyHealth contended that the agreement between the parties amounted to a contract of mandate
and, as a result, either party was free to revoke it at any time. Therefore, it was entitled to
revoke Glopin’s mandate as it did on 31 March 2017. To advance this argument, KeyHealth
contended that the services provided for in the Service Level Agreement (SLA) were provided
on KeyHealth’s behalf and not on behalf of the members of the medical scheme per se.

The SCA found that KeyHealth failed to show that the mandate it contended for was the kind
of mandatary’s authority in respect of which the irrevocability clause could not apply.
KeyHealth seemed to base its argument purely on the use of the word ‘authority’ in the
agreement and ignored other clauses, which gave rise to the context of the use of the expression.
By KeyHealth’s own admission, and as stated in the agreement, Glopin was not an empowered
agent. It did not have authority to conclude juristic acts on KeyHealth’s behalf.

The SCA further held that, even assuming that a contract of mandate existed, KeyHealth’s
predecessor, Munimed, had bound itself, in terms of clause 4, to the duration of the agreement
and how it would have been terminated. In terms of clause 4, the parties agreed that the
agreement would continue for the period of Glopin’s accreditation by the Council for Medical
Schemes and it could be terminated by either party in terms of the legislation. The agreement
could also be automatically terminated if any of the events stipulated therein occurred. The
SCA found that none of the events stipulated in clause 4 for triggering the termination of the
agreement had taken place. The SCA held that KeyHealth was, therefore, not permitted to
revoke the contract at will.

~~~~ends~~~~