Azam v. Andrews Custom Furniture Designs Inc.
$272,000, $223,000, and $277,000 respectively. Gross profit (before wages) was:
$126,000, $143,000, $115,000, and $142,000. These are all relatively consistent.
Net income was reported as: $46,000, $(78,000), ($18,000), and $7,000. This is a
larger fluctuation, but it is almost exclusively a result of management salaries and
wages, which as discussed previously, fluctuate greatly without explanation.
Together, these expenses were reported to be: $15,000, $179,000, $85,000, and
 In summary, I am not persuaded that there was any significant decline in the
financial condition of Andrews from the time of the purchase of the shares until the
valuation date, and therefore find it unlikely that an expert valuation, if one were
even possible, will come to much, if any, different value than the $65,000 purchase
price agreed to between two arms-length parties.
 Even if an expert valuation is possible, if I were to make an order for an
expert valuation of the shares, I would also order that the cost of the audited
financial statements and the valuation be born entirely by Andrews and Singh. Singh
is the person who directed the improper financial practices that did not comply with
the Articles or BCA, and it is his actions that are at the root of this proceeding. He
knowingly misrepresented the true financial situation in the Initial 2016 FS. This
included personally benefitting by not disclosing the full extent of his remuneration
by a factor of nearly five. For the same reasons, I find it appropriate that Singh
personally and Andrews be ordered to repurchase the shares.
 In considering an equitable remedy, I have also considered that Azam
purchased shares in a business that he knew had a cash component, and he
received cash from the business. However, as between the parties, I do not find that
this is of sufficient weight that an order should not be made to repurchase his
 Finally, in coming these conclusions, I have considered Lee v. To, 1998
12343,  9 WWR 1 (Sask. C.A.) [Lee], and found it instructive. Lee also
involved financial records in a small business that were not reliable.