Law360 Canada (October 19, 2022, 11:56 AM EDT) -- Petition by Wolverton Pacific Partnership (WPP) seeking a declaration that Triple F Investments Ltd. (Triple F) could not invoke and enforce a compulsory buy-out provision in a shareholders' agreement against another of the Company's shareholders. 471469 B.C. Ltd. (Company) had three shareholders, namely, Triple F, WPP and Knockmaroon Holdings Ltd. (“Knockmaroon”). In 1996, Triple F, WPP, and Knockmaroon entered into a shareholders’ agreement (1996 Agreement). The 1996 Agreement contained a "compulsory buy-out" provision. It provided that if there was a disagreement between the shareholders over a defined matter, the disagreeing shareholder may propose a binding offer to the other shareholders whereby they must either buy the offeror's shares or sell their own shares to the offeror. In 2004, Knockmaroon’s 25 per cent shareholding in the Company was sold to certain individuals and entities (New Shareholders) related to Wolverton brothers. In April 2022, Triple F sent a letter to WPP, stated that in light of their refusal to approve an emergency loan for the Company, Triple F was taking the position that a disagreement had arisen between the Company's shareholders in respect of corporate borrowing and the granting of encumbrances in connection with such borrowing. Triple F gave notice that it intended to initiate the compulsory buy-out procedure under the 1996 Agreement. No formal response was provided to this letter. WPP argued that Triple F could not invoke and enforce the compulsory buy-out provision because the 1996 agreement was no longer valid. If the 1996 Agreement was still valid, conditions precedent to invoke the buy-out provision were not met. Triple F argued the 1996 Agreement was still valid, and all its provisions bound the Company’s existing shareholders....