Dispute Prevention: A Strong Shareholder Agreement

In the recent case of Gestion Steve Perreault inc. c. 9310-7803 Québec Inc.¹, the Superior Court addressed a dispute concerning the valuation of shares in a construction company, through an action in passing of title. This decision highlights the importance of having clear, complete, and well-drafted shareholder agreements.

Summary of Facts

The case involved a disagreement over the appropriate method for calculating the value of shares when a shareholder decided to withdraw from the company. The shareholder agreement (hereinafter "agreement") detailed the method for calculating the share value. However, the defendant considered the price proposed by the plaintiff to be too low, as it did not fully comply with the agreement's stipulations. The court had to determine the value of the shares at the time of the sale. Furthermore, the Court had to decide on the applicability of a 25% penalty clause. The plaintiff argued that the defendants' actions constituted