The Western Cape High Court’s  lengthy summary of the failed Baked appeal, as recorded by the South African Legal Information Institute, highlights the financial hazards of fund-raising in the ‘grey zone’ private club case.

In short, cannabis entrepreneur Shaan Noordien’s family business, Noordien Family Enterprises (NFE) hoped to raise funds for expanding operations beyond its original Bloubergstrand base in a deal with crypto financial expert Hanres Beukes. In return for getting 50% of the Baked business, Beukes undertook to create a Baked crypto-token to crowd-fund the roll-out.

No Contract, Wide Interpretations

The problem was there was no signed contract and the parties views on what was agreed differed fundamentally. Nonetheless Beukes’ Neonomad capital advanced NFE R5,7 million, which was used to set up Baked at Die Waterkant, but the rest of the deal never materialized. Neonomad then wanted it’s cash back, got a court order in March 2024 to do so, but Noordien took it on appeal. This was heard by three judges at the Western Cape High Court on 10 March 2025 and was unanimously dismissed on 25 March 2025.

The background to the case is this. Noordien established Baked in Bloubergstrand outside Cape Town in 2020 to “conduct the business of operating café’s, deli’s, bar’s, lounges and online shops specialising in the sale of cannabis-infused products”.

In 2021, he was approached by Hanres Beukes, a crypto currency dealer and financial markets expert who said he was interested in the cannabis space and saw Baked as a potential money-making opportunity. 

Noordien, who did not have the capital to expand, was interested, and put a valuation on the Bloubergstrand business of R10 million.

According to Noordien’s version of events reflected in the judgement, Beukes had agreed to invest a total of R10 million in the business to allow Baked to open two more branches and undertook to sell 200 million Baked crypto-tokens to investors to raise R20 million. Of this R10 million would go to the NTE for its assets, and R10 million would be repaid to Neonomad.

The Action Moves to Greenpoint

At this point all business assets would be in the Baked Group, now with a new Greenpoint head office based at Die Waterkant,  and that the company would pay Beukes a director’s salary, pay for his office rental, a vehicle and vehicle insurance.

Neonomad paid the R5.7 million and the shares in the Baked Group were assigned accordingly with 50% allocated to NFE and a company called the IT Experience Group and the other 50% going to Neonomad.

On 02 February 2022 Nordien confirmed to  Beukes that the Baked Green Point outlet would consist of the head office, bakery, an online shop, a Baked café and deli, a fine dining space called The Vault, a Baked hookah lounge and a cocktail bar. This outlet was opened during October 2022 and has remained operational until to date.

However, according to the judgement Beukes “denied the entire version of the appellant’s agreement”. He said the R5,7 million paid was to open the Waterkant Baked branch in which Neonomad would be an equal partner and drive the business going forward.

Beukes said in fact that Noordien’s wanted him to provide R20 million of non-refundable funding in return for 50% of Baked, which ‘did not make business sense’.  He said the crytpo fund-raising scheme was an idea, but he was not contractually bound to do so.

Court Agrees 'The Deal Didn't Make Business Sense'

The Court found fault with the Noordien’s argument, which was vague as to the nature of the relationship and what was expected of Beukes: “If the appellants stated that the respondent was supposed to have paid an amount of R10 million upfront for the two Baked businesses, it should have insisted that it be paid because that was a quid pro quo for the 50 % shareholdership. That did not happen. The appellant’s version is therefore not supported by the objective facts”.

“Whilst it is common cause that there is a dispute, in so far as to what was the ultimate agreement between the parties, however, the objective fact is that all the terms alleged by the respondent were complied with” read the judgement.

Moral of the story: If you’re operating in the grey zone – or any other zone for that matter – nail the contract down in writing before the money is exchanged!

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