The applicant sought declarations that a transfer of pledged shares and a buy‑sell notice issued under a unanimous shareholders agreement were null and void.
The dispute arose from a promissory note and share pledge agreement relating to the purchase of shares in a private corporation.
The respondent claimed that the applicant defaulted on the promissory note, triggering its rights to transfer pledged shares and invoke a buy‑sell mechanism with a penalty provision.
The court found that no proper written notice of default had been proven in accordance with the parties’ contractual requirements.
As a result, the respondent could not rely on the penalty provision of the shareholders agreement, and the applicant’s requested declaratory relief was granted.
