The applicants sought a declaration that they validly exercised a shotgun buy/sell provision in a shareholders agreement, requiring the respondents to transfer their shares in the corporation.
The respondents argued the shotgun notice was invalid because it was issued jointly by two shareholders, and alternatively, that the applicants repudiated the agreement by demanding a release not required by the contract.
The court held that the shotgun provision, interpreted in its factual matrix, allowed for joint exercise by the applicants as a single shareholder group.
The court further found that the applicants did not repudiate the agreement, as they were ready and willing to close without the disputed release, whereas the respondents refused to close.
The application was granted, and the respondents were ordered to transfer their shares.
