This motion concerned competing applications between two sets of shareholders of a family farm corporation regarding the enforcement of a settlement agreement for the division of corporate assets.
The agreement included a 'tax condition' requiring each party's tax counsel approval in their sole discretion.
One party refused to waive this condition, citing tax uncertainties.
The court analyzed the duty to exercise contractual discretion in good faith, finding that the refusal was not a good faith exercise of discretion, as the concerns were abstract or previously known.
The court enforced the minutes of settlement and further ruled that a general increase in milk quota, not explicitly addressed in the settlement, should be considered an 'other asset' of the corporation to be divided equally, rather than solely benefiting the party receiving the quota.
