What to do next
Check the agreement for a deadlock mechanism
Shotgun or buy-sell provisions, a casting vote, mandatory mediation, or an appointed independent director. These resolve a deadlock in weeks rather than years - and a shotgun clause in particular should never be triggered without advice, because you may be forced to buy at your own price.
Stabilise the business first
Payroll, tax remittances and critical supplier payments continue regardless of the dispute, and directors remain personally exposed for trust amounts. Agree an interim protocol for operational decisions even while the ownership fight continues.
Document the deadlock itself
Meeting requests refused, resolutions blocked, decisions the business could not take and the consequences. Courts intervene where deadlock is causing real harm to the company, not merely where relations have soured.
Consider the oppression remedy before winding up
A court can order a buyout, appoint a director, or vary the governance arrangements as an oppression remedy. Winding up is available but drastic - courts treat it as a last resort where nothing else will work.
Get an independent valuation early
Almost every deadlock ends with one side buying the other out. Negotiating without a defensible valuation - and without knowing which method the agreement prescribes - means negotiating blind.
Frequently asked questions
Can a court force a buyout?
Yes, as an oppression remedy a court can order one side to purchase the other's shares. It is a common outcome, though slower and less predictable than a contractual mechanism.
What is a shotgun clause?
One shareholder names a price; the other must either buy or sell at it. Fast and brutal - and dangerous if you trigger it without the means to buy or a valuation to support the number.
Can I just wind up the company?
A just-and-equitable winding up is available but treated as a last resort, because it destroys value. Courts prefer a buyout where one is workable.
Which court hears this?
The superior court of the province - Cour superieure in Quebec, Superior Court of Justice in Ontario, Court of King's Bench in Alberta. Commercial lists exist in larger centres.
This is general information, not legal advice. Laws vary by location and every situation is different — speak with a qualified lawyer about your specific circumstances.