Where a shareholders' agreement expressly treats jointly-held shares as owned by one party for all purposes and contains an option on death, a sole surviving shareholder may exercise the option to purchase the deceased's shares; the motion judge's interpretation applying the factual matrix was reasonable and entitled to deference, so no extricable error of law or palpable and overriding error was shown.
The court granted an interim injunction preserving Hawkes’ shares pending trial, finding a serious issue on shareholder agreement interpretation and no adequate damages remedy.
Wrongful dismissal
Triggering event under buy-sell provisions
Interim injunction test (serious question, irreparable harm, balance of convenience)
Article 9 must be read as a compulsory buy-sell provision because an overall reading avoids rendering the article meaningless; therefore the buy-sell applies and establishes that Mr Thadaney and Mr Harquail (and Golden Quail) are related to Green Gables. The Court varied Blair J.'s order to delete costs against McCague et al. and dismissed the remainder of the appeal with costs.