Charles Torn and Harvey Beaton go into business together in 1982 when they purchase a real estate sales company located in Truro, Nova Scotia. Charles and Harvey both get their real estate broker's licence, and they hire two employees as real estate agents to list and sell real estate. They originally purchase the assets of the business and started as a partnership, and then in 1992 incorporate a company by the name of Glorious Real Estate Sales Limited ("GRESL") with an issued and paid-up capital of 1000 "class A" common shares, of which 500 are owned by Charles and 500 are owned by Harvey. At the time of incorporation, they also sign an agreement, which they call their "shareholders' agreement," that contains only one clause, which states as follows: In the event that any Shareholder desires to terminate his association with the Corporation, the Shareholder wishing to so terminate (the "Offering Shareholder") may Notify all other Shareholders (the "Remaining Shareholders") by a notice in writing that the Offering Shareholder is prepared to acquire, at the purchase price and on the terms described in the Notice, all, but not less than all, the Shares held by the Remaining Shareholders. Once the Notice has been given, and in the event that the Remaining Shareholders elect to purchase the Shares held by the Offering Shareholder rather than selling their shares to him, the Offering Shareholder shall sell all of his Shares to the Remaining Shareholders at the price stipulated in the Offering Shareholder's Notice. In 2000 Charles and Harvey personally start purchasing real estate in the Truro area for investment purposes, and in 2005 "roll over" these properties into a second and new company by the name of Happy Everlasting Listing Limited ("HELL"). Again, there is issued and paid-up capital of 1000 "class A" common shares, of which 500 are owned by Charles and 500 are owned by Harvey. There is no shareholders' agreement signed with respect to HELL. Because Harvey takes extended Cuban vacations during the winter months, Charles is given sole signing authority for GRESL and HELL. In December of 2020, while Harvey is soaking up the sun in Cuba, a local and very aggressive entrepreneur, Joey Bufalino, approaches Charles and offers $900 per share for GRESL (1000 x $900 = $900,000). This is $100,000 higher than the most recent valuation of GRESL. Charles, without Harvey's knowledge, counteroffers for $1.4 million and then Joey ups his offer to $1.1 million for all of the shares of GRESL. Because Charles thinks that GRESL will receive substantial commissions from the sale of federal government property in 2021 (and Joey does not know this), he tells Joey that the deal is "off" and will not sell to him. On Christmas Day, 2020, Charles calls Harvey at Harvey's hotel room in Havana and tells him what happened with Joey and the various offers. Harvey's reply: "you are a huge idiot." On January 16, 2021, Harvey is criminally charged with theft regarding alleged withdrawals and transfers of cash owned by his elderly uncle, who is suffering from dementia. As a result, the provincial government cancels his Real Estate Broker's licence, and the criminal charges are reported in the local and provincial media. Charles believes the media coverage will damage GRESL and prejudice GRESL's "commitment" from the federal government to sell their properties in the Truro area. In response Charles sends an email to Harvey on February 8, 2021, stating that "because of the damage you have done to our business I am taking things over." Between February 9 and March 30, 2021, the following occurs: Charles incorporates a new company, Rapture Real Estate Sales Limited ("RREL"), which in turn hires all the GRESL agents and they operate a real estate sales business out of the leased premises previously used by GRESL. Without agents and a broker GRESL effectively ceases operations. On March 15, 2021, one of Hell's most expensive properties, the Truro Riverfront Complex, is sold by Charles for $1.5 million and Charles pays himself a "real estate commission" and "dividend" on this sale totalling $250,000. On March 16, 2021, Charles sells all his shares in GRESL to his friend, Jack Teflon, for $2,000. Although a friend of Charles, Jack is not a friend of Harvey, and in fact the two are worst enemies and have not spoken since Jack sued Harvey years ago over a dispute over a loan that Jack allegedly made to Harvey way back in 1989. In June of 2021 Harvey's criminal lawyer, Ted Slick, arranges a plea bargain with the Crown on the theft charge and Harvey pleads guilty to theft under $5,000 and pays restitution and is put on probation for six months. Ted then sends a letter to Charles advising him to stop and reverse his above activities, and in reply Charles has his lawyer send a letter explaining that: "Harvey's criminal activity gave Charles the legal right and obligation to take these steps; otherwise, the business would have gone bankrupt and been lost." Harvey comes to you, the best corporate litigation lawyer in Truro, and asks what he can do in these circumstances.