A company that managed a winery was held by three shareholders, but without an agreement between them. The winery was managed on the land of one of the and the vineyard was also on that land. At some point a dispute arose between the shareholders, as a result of which one of them refused to sign documents and because he was one of the signatories in the company, the company reached a “deadlock.”
The Supreme Court held that the law grants the Court a wide area of flexibility and discretion, enabling it to tailor-make the solution it sees as just and correct under the circumstances. The Court employs seasonings of justice; good faith of each party; the willingness of each party to amicably solve the dispute; the amount of oppression; the holdings of each party and size of investment; the benefit for each of the parties against the damage cause to each party as a result of the remedy granted; damage to third parties such as employees and suppliers; the special connection of each party to the company or its field of business and the gap in power of each of the parties –financially or otherwise. Here there was no oppression but reaching a “deadlock” and thus it was correct to check who has stronger ties to the company and he will be the one to purchase the rights of the other. The expert appointed by the Court found that the company has a zero value, but the Court nevertheless decided to deviate from the appraisal and set that the price will be pursuant to a company valuation of a million and that all shareholders loans will be repaid.