Two shareholders got into a dispute. As a result, one sought to establish a separation mechanism between them.
The Court rejected the motion and held that a loss of trust between the parties does not necessarily justify separation. A loss of trust in a company managed as a kind of partnership may justify a separation, even in cases where oppression has not been proven, because such a company is based on the expectations of the parties to manage the company with mutual trust. Nevertheless, a decision of separation will be made carefully, after review of the structure of the relationship between the parties, as well as a non-exhaustive list of considerations such as: equity, good faith, the willingness of each party to resolve the conflict, the degree of oppression, the holdings of each party and the amount of their investment, the benefit to each of the parties vis-á-vis the damage that may be caused as a result of the separation, the affinity of each party to the company, the power differences between the parties, etc. Here, beyond the loss of trust between the parties, there is no indication that separation between the parties is the solution to the conflict. Therefore, the motion was denied.