Issue was as to how shares were to be valued for purposes of making buyout order. Held:
· “Fairness” is most relevant factor when setting price for buyout order.
· As general principle, fair price is that which could have been obtained by C on market
Ø i.e. there will be a minority discount
· However where company is “quasi-partnership”, conduct of parties is relevant.
a. if C is unfairly prejudiced through no fault of his own, share price will be pro rata
- i.e. value of shares is the average value of share in company based upon total value of all shares
b. if C makes unilateral decision to leave company of his own accord and prejudice only occurs towards him as result of others learning of his decision, will be minority discount
- i.e. C has no automatic right to be bought out at full value where he wants to leave for reasons unrelated to the prejudice
c. if C’s conduct justifies his exclusion from company, will be minority discount
