Victory in Superior Court in the matter of Groupe Renaud-Bray Inc. v. Innovation FGF Inc.

The shareholders of Groupe Renaud-Bray Inc. (“Renaud-Bray”) are bound by a shareholder agreement. The agreement gives Renaud-Bray the option to purchase the shares of a deceased shareholder. Following the death of its shareholder Jacques Floirat (through his holding company Innovation FGF Inc.) Renaud-Bray exercised its option. 

Innovation FGF Inc. did not contest the price ($4.3 million) but objected to the terms of payment, i.e. $100,000 per month, as stipulated in the shareholder agreement. It argued that the terms of the agreement did not reflect the intention of the parties. In its counterclaim, relying on Québec’s Business Corporations Act, it argued that the terms of payment were abusive and should be modified by the Court. The Court dismissed both of those arguments. 

Bernard Jolin represented Groupe Renaud-Bray Inc. in this matter. 

To review the full text of the judgment (available only in French) click here.

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