In a family held company owned by four brothers one claimed oppression of the minority and the parties agreed to a separation by way of the purchase of that brother's shares by his siblings in equal parts, according to a valuation to be determined by a court-appointed expert. Following the agreement, the brother unilaterally announced that he is withdrawing his consent to the separation mechanism.
The Court held that the separation must be carried out by way of the purchase of the brother's shares by his siblings and that the brother has no right to unilaterally renege on the agreement regarding the separation mechanism. As one of the requested remedies was separation, the agreement reached by the parties for a forced buyout of shares is to be viewed as a settlement agreement that received the status of a judicial decision. Once judicial approval has been granted to the parties' agreement, there is no room to "turn back the clock" without pointing to exceptional circumstances in which a defect occurred in the formation of the agreement, based on a rigorous standard of proof. In this case, the brother requested a separation mechanism and agreed to a process whereby he would sell his shares according to a valuation performed by a court-appointed expert. The agreement was given the force of a Court decision; therefore, in the absence of exceptional circumstances justifying a change to the decision, the agreement must be enforced and the agreed-upon separation mechanism must be compelled.