Issues:

1. Should VPS and Tidy Holdings Corporation be placed in full receivership to resolve disputes between shareholders?
2. Did Choufi’s actions repudiate the shareholder agreement for VPS, rendering it void?

Key Findings:

• VPS Shareholder Agreement:

  • The agreement included mandatory "sale-on-death" provisions.
  • The court found no repudiation by Choufi despite his improper actions, such as changing Corporate Registry records. The agreement remained in effect until at least VPS's interim receivership on February 6, 2023.
  • The estate's role was reduced to receiving fair market value (FMV) for its shares as of the date of Gutama’s death (January 15, 2022), not participating in ongoing business operations.

• Receivership of VPS:

  • Full receivership was unwarranted as there was no operational need; Choufi held control after Gutama’s death.
  • Parties must now determine FMV for the shares for a payout.

• Tidy Holdings Corporation:

  • No shareholder agreement existed. Although disputes existed, the court found that the company’s modest scale (a $310,000 property, vehicle, and $140,000 cash) did not justify formal receivership or liquidation. Disputes were referred to the interim receiver for resolution assistance.

Conclusion:

• No full receivership or liquidation was ordered for VPS or Tidy Holdings Corporation.
• The Gutama Estate is entitled to FMV payment for its VPS shares.
• Costs of the application were awarded to Choufi. No amount specified.