Two equal shareholder brothers in a family construction group became deadlocked after one withdrew from active management due to illness and sought to realize the value of his shares.
The court found a fundamental and irreparable deadlock in the management of the corporations under the oppression and winding‑up provisions of corporate statutes.
Competing valuation reports were rejected in part, with the court determining fair value by adjusting one report and rejecting assumptions that the operating company lacked viability.
The court ordered a forced buy‑out requiring the remaining shareholder to purchase the other’s shares at a court‑determined fair value.
Payment terms were structured to balance the retiring shareholder’s need for compensation with the company’s operational viability.
