Successful trial for the ownership and valuation of shares in a closely held corporation. Both parties asserted that the corporate minute book was inaccurate. Our client argued that the shareholder registry had not been updated to reflect her 50% ownership interest; the opposing shareholder asserted that the minute book failed to show that preferred shares had been issued on a 50-50 basis but was accurate in showing that our client held only a 30% ownership interest.

The court found that our client was in fact a 50% common shareholder, and the common shares in the company were valued on that basis.

We also advanced a constructive trust claim that the parties’ conduct over the years entitled our client to a 50% interest in the business. The trial judge also held that, even if our client did not own 50% of the common shares in fact, the court would impose a constructive trust over the 20% difference to make the parties’ ownership interests equal.

Our client was not statute barred from bringing the claim, as the court agreed with our position that a reasonable person would not have commenced a lawsuit while they were being treated as a 50% shareholder of the company.

Issues:

• Shareholder remedies
• Constructive trust
• Oppression
• Limitation periods