The applicant sought a declaration regarding the interpretation of a unanimous shareholders agreement for a family-owned steel distribution business.
The applicant argued the agreement required the board of directors to consist of the registered holders of voting shares, while the respondent argued the board was to be elected by a resolution of those shareholders.
Applying the principles of contractual interpretation, the court found the ordinary and grammatical meaning of the provision, read in context with the surrounding circumstances, supported the respondent's interpretation.
The application was dismissed.
