A shareholder sought to separate from the other shareholders by means of a forced sale of his shares due to his oppression by the other shareholders. The shareholder contended that the value of his shares should be calculated according to the method of a multiplier on the monthly turnover, because this is the method that was presented to him by the other shareholders and on the basis of which he decided to invest in the company.
The Court held that the shareholders was oppressed, and accepted the shareholder's claim regarding the method of calculating the value of his shares. In case of a shareholder’s oppression by the other shareholders, the oppressed shareholder may, in a case of loss of trust, seek the forced sale of his shares to the others. Further, contractual engagements are subject to the duty of good faith. Such duty also applies to pre-contractual representations, that are presented to the contracting party before executing a contract, even if these are not included in it. Here, the shareholder was oppressed by the other shareholders and the trust between them was lost. Thus, the shareholder is entitled to seek the forced sale of his sharers. The shareholders estimated the value of the company based on a multiplier on the monthly turnover, and also represented this method to the shareholder before his investment in the company. Therefore, and although this method did not find expression in the investment contract, the value of the shareholder's shares is to be determined according to it for the purpose of the forced sale.