IN THE SUPREME COURT OF BRITISH COLUMBIA  
Citation:  
Azam v. Andrews Custom Furniture  
Designs Inc.,  
2022 BCSC 1166  
Date: 20220714  
Docket: S201068  
Registry: New Westminster  
Between:  
And:  
Mohammed Azam  
Petitioner  
Andrews Custom Furniture Designs Inc. and  
Andrueth J. Singh, also known as Andrew J. Singh  
Respondents  
Before: The Honourable Madam Justice Norell  
Reasons for Judgment  
Counsel for the Petitioner:  
Counsel for the Respondents:  
Place and Date of Hearing:  
S.K. Johal  
C.S. Kooner  
Abbotsford, B.C.  
May 13, 2022  
Place and Date of Judgment:  
New Westminster, B.C.  
July 14, 2022  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 2  
Introduction  
[1]  
The petitioner Mr. Azam (“Azam”) seeks:  
a) Declarations under s. 227(2)(a) and (b) of the Business Corporations Act,  
S.B.C. 2002, c. 57 [BCA] that:  
i. the respondent Mr. Singh (“Singh”), a director of the respondent  
Andrews Custom Furniture Designs Inc. (“Andrews”), has and is  
conducting the affairs of Andrews in a manner oppressive to Azam;  
ii. Andrews and Singh have and are acting in a manner that is unfairly  
prejudicial to Azam; and  
b) an order under s. 227(3)(g), (h), or (i) of the BCA that Andrews and/or  
Singh purchase Azam’s shares in Andrews for $65,000 plus pre-judgment  
interest, and that Singh is personally liable to pay the purchase price of  
those shares.  
[2]  
Azam alleges three types of oppressive and/or unfairly prejudicial conduct: no  
annual AGMs have been held; no accurate or audited financial statements have  
been produced; and he has been excluded from participating in the management of  
Andrews. Singh denies these allegations, and raises issues regarding: the  
appropriateness of this petition to be heard summarily; the timeliness of this petition;  
whether oppression or unfairly prejudicial conduct is established; and if so, the  
appropriate remedy.  
[3]  
The issues are:  
a) Should this petition be referred to the trial list?  
b) Has Azam established oppression or unfairly prejudicial conduct?  
c) Was this application brought in a timely manner?  
Azam v. Andrews Custom Furniture Designs Inc.  
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d) If oppression or unfairly prejudicial conduct is established, what is the  
appropriate remedy?  
Should this petition be referred to the trial list?  
[4]  
This proceeding was brought by petition as is required under the  
Rule 2-1(2)(b) of the Supreme Court Civil Rules. Evidence on a petition is provided  
by affidavit unless the Court orders that the deponent be examined: Rule 16-1 and  
Rule 22-1(4). Azam argues that there is no bona fide triable issue of fact or law that  
requires that this matter be referred to the trial list. Singh’s primary position is that  
the petition can be heard summarily on affidavits, but if there is a material conflict,  
the petition must be referred to the trial list.  
[5]  
In Cepuran v. Carlton, 2022 BCCA 76 [Cepuran], the Court held that a hybrid  
approach which did not necessarily require referral to the trial list could be  
appropriate. At para. 160, Justice Griffin for the Court stated:  
[160] To summarize, I am of the view that a judge hearing a petition  
proceeding that raises triable issues is not required to refer the matter to trial.  
The judge has discretion to do so or to use hybrid procedures within the  
petition proceeding itself to assist in determining the issues, pursuant to  
R. 16-1(18) and R. 22-1(4). For example, the judge may decide that some  
limited discovery of documents or cross-examination on affidavits will provide  
an opportunity to investigate or challenge the triable issue sufficiently to allow  
it to be fairly determined by the court within the petition proceeding, without  
the need to convert the proceeding to an action and refer it to trial.  
[6]  
The Court in Cepuran declined to provide a set of factors for a trial judge to  
consider in exercising his or her discretion, instead preferring to leave it to the judge  
to determine on a case-by-case basis: at paras. 161-162. The Court noted that the  
statutory context will be an important factor, and commended the reasoning in Boffo  
Developments (Jewel 2) Ltd v. Pinnacle International (Wilson) Plaza Inc., 2009  
BCSC 1701 and Terasen Gas Inc. v. Surrey (City), 2009 BCSC 627 [Terasen] as  
setting out some factors that may be relevant in deciding whether to convert a  
petition proceeding to an action, which may evolve with time and circumstances: at  
paras. 163-165. In Terasen at para. 39, Justice Dardi had summarized the factors to  
consider in converting a petition to an action:  
Azam v. Andrews Custom Furniture Designs Inc.  
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(a) the undesirability of multiple proceedings;  
(b) the desirability of avoiding unnecessary costs and delay;  
(c) whether the particular issues involved require an assessment of  
the credibility of witnesses;  
(d) the need for the Court to have a full grasp of all the evidence; and  
(e) whether it is in the interests of justice that there be pleadings and  
discovery in the usual way to resolve the dispute.  
[7]  
Finally, Griffin, J.A. in Cepuran stated that:  
[166] At a minimum, when considering whether to order the use of hybrid  
procedures within the petition proceeding itself, or to refer the matter to trial,  
the court will need to be mindful of the object of the Rules set out in R. 1‑3: to  
secure the just, speedy and inexpensive determination of every proceeding  
on its merits, and so far as can be achieved, in ways that are proportionate to  
the amount involved, the importance of the issues, and the complexity of the  
proceeding.  
[8]  
I am satisfied that a fair hearing can be had on affidavits and it is in the  
interests of justice to decide this matter without referring it to the trial list or ordering  
further procedures under the Rules. The amount in issue is $65,000, and this  
litigation has already been ongoing for more than four years. Referral to the trial list  
will result in further delay. The matter is not complex. Azam’s main basis for a finding  
of oppression and unfairly prejudicial conduct is that no AGMs have been held and  
no audited financial statements have been produced. There is no dispute regarding  
the necessary facts to decide that issue. There is a dispute regarding the alleged  
facts underlying the argument that Singh denied Azam a management role in  
Andrews, but there is also documentary evidence which assists in deciding the  
issue. Finally, pursuant to a previous order in these proceedings, both Singh and  
Azam were cross-examined on their affidavits prior to the hearing of this petition,  
and the parties therefore have had an opportunity to test the evidence.  
Azam v. Andrews Custom Furniture Designs Inc.  
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Has Azam has established oppression or unfairly prejudicial conduct?  
Legal framework  
[9]  
The relevant provisions of s. 227 of the BCA are:  
(2) A shareholder may apply to the court for an order under this section on  
the ground  
(a) that the affairs of the company are being or have been conducted,  
or that the powers of the directors are being or have been exercised,  
in a manner oppressive to one or more of the shareholders, including  
the applicant, or  
(b) that some act of the company has been done or is threatened, or  
that some resolution of the shareholders or of the shareholders  
holding shares of a class or series of shares has been passed or is  
proposed, that is unfairly prejudicial to one or more of the  
shareholders, including the applicant.  
[10] The leading case is BCE Inc. v. 1976 Debentureholders, 2008 SCC 69 [BCE].  
The “oppression remedy” is an equitable remedy to protect the reasonable  
expectations of corporate shareholders. It seeks to ensure fairness and what is just  
and equitable: BCE at para. 58. The affected shareholder must establish: (1) “a  
reasonable expectation that he or she would be treated in a certain way in the  
conduct of the company’s affairs”; and (2) “the failure to meet the reasonable  
expectation is conduct that falls within the concepts of oppression or unfair prejudice  
of the claimant’s interest within the meaning of the BCA”: 1043325 Ontario Ltd. v.  
Jeck, 2014 BCSC 1197 [Jeck] at paras. 59-61 (rev’d on other grounds, leave to SCC  
ref’d); BCE at para. 68.  
[11] In BCE, the Court discussed reasonable expectations and factors that may  
assist in determining whether a reasonable expectation exists:  
[62] As denoted by “reasonable”, the concept of reasonable expectations is  
objective and contextual. The actual expectation of a particular stakeholder is  
not conclusive. In the context of whether it would be “just and equitable” to  
grant a remedy, the question is whether the expectation is reasonable having  
regard to the facts of the specific case, the relationships at issue, and the  
entire context, including the fact that there may be conflicting claims and  
expectations.  
…
[72] Factors that emerge from the case law that are useful in determining  
whether a reasonable expectation exists include: general commercial  
Azam v. Andrews Custom Furniture Designs Inc.  
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practice; the nature of the corporation; the relationship between the parties;  
past practice; steps the claimant could have taken to protect itself;  
representations and agreements; and the fair resolution of conflicting  
interests between corporate stakeholders.  
[12] Not every unmet expectation necessarily means there has been oppression  
or unfairly prejudicial conduct. As explained in BCE:  
[67] Having discussed the concept of reasonable expectations that underlies  
the oppression remedy, we arrive at the second prong of the s. 241  
oppression remedy. Even if reasonable, not every unmet expectation gives  
rise to claim under s. 241. The section requires that the conduct complained  
of amount to “oppression”, “unfair prejudice” or “unfair disregard” of relevant  
interests. “Oppression” carries the sense of conduct that is coercive and  
abusive, and suggests bad faith. “Unfair prejudice” may admit of a less  
culpable state of mind, that nevertheless has unfair consequences. …  
[13] A claim pursuant to s. 227 protects a shareholder’s rights as a shareholder,  
and not any rights that shareholder may also have in other capacities such as an  
employee: Diligenti v. RWMD Operations Kelowna Ltd. (1976), 1 B.C.L.R. 36, 1976  
238 at para. 13 (S.C.).  
Evidence  
[14] Andrews was incorporated by Singh in May 2008. Andrews is in the business  
of manufacturing custom cabinets and furniture, and operates in Surrey, B.C.  
[15] Andrews has issued 100 common voting shares with no par value. Azam  
holds 30 shares and Singh holds 70 shares. At all material times, Singh has been  
the sole director of Andrews. The financial year end for Andrews is October 31.  
[16] Azam and Singh met in 2010. In the fall of 2015, Azam and Singh discussed  
Azam joining Andrews as a shareholder and working there as a custom cabinet and  
furniture maker.  
[17] The evidence establishes that there was financial disclosure prior to the  
purchase of the shares. According to Azam, Singh assured him that Andrews was  
doing well and showed Azam “the books”. Azam saw that Andrews “was making  
more than $350,000 per year”. It is not clear what books Azam is referring to and  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 7  
whether the $350,000 refers to revenue or net income, but the 2015 financial  
statement reports revenue in the $250,000 range, and as will be discussed, there  
was a significant unreported cash component to the business of at least $100,000 in  
revenue.  
[18] Singh states he provided Azam with “full access” to Andrews’ accounting and  
financial records in his possession, including a notebook in which Singh recorded all  
of the cash transactions of Andrews (“Cash Notebook”). Singh advised Azam he  
could access Andrews’ accounting and financial records at the offices of Andrews’  
accountant Mr. Praveen Krishna (“Krishna”), and he instructed Krishna to provide  
Azam with this information.  
[19] Krishna is a public business accountant and states that in the fall of 2015,  
Azam came to his office and told him he wished to purchase 30% of the shares of  
Andrews. Pursuant to instructions from Singh, Krishna provided Azam with access  
those records, and a copy of documents Azam requested.  
[20] On October 1, 2015, Azam purchased 30 shares in Andrews from Singh for  
$65,000. Azam states that Singh told Azam that 30% of Andrews was worth  
$65,000. Singh does not contradict this statement, but states that Azam did his own  
due diligence.  
[21] The parties did not enter into a detailed written shareholders agreement. The  
documents identified by Azam as the “share purchase documents” are: a one-page  
document signed by both parties entitled “Sale of Shares” which states that Singh  
wishes to sell and Azam wishes to purchase 30 shares and the purchase price is  
$65,000; a one-page document entitled “Transfer of Shares” transferring the shares;  
a consent resolution of the sole director of Andrews, being Singh, dated October 1,  
2015, approving the share transfer, resolving that the number of directors is one,  
and stating that Singh is appointed to the offices of president and secretary; and a  
one-page document signed by Azam stating that he has the “knowledge and skills  
required in the trades of wood furniture manufacturing” and he is “able to work  
unsupervised at all times”.  
Azam v. Andrews Custom Furniture Designs Inc.  
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[22] Azam states that when he purchased the shares, he and Singh agreed that:  
a) Azam would be given access to Andrews’ bank accounts and all the  
information held by Andrews’ accountant;  
b) Azam would be involved in the management of Andrews. Azam would  
contact customers, send out invoices, collect money owing, deposit  
money, write cheques, pay invoices, and be part of the decision-making  
about which jobs to take, which employees to keep, or hire, etc.; and  
c) Azam would work at Andrews making furniture and cabinets for a salary of  
$3,000 per month, and a 30% share of Andrews’ annual profits.  
[23] Azam states that in purchasing the shares, he expected Singh to treat him  
fairly and reasonably and do all the things he agreed to do.  
[24] Singh states that prior to the share purchase, he made it clear to Azam, and  
Azam agreed, that while Andrews would hire Azam as an employee, Singh would  
continue to be the sole director of Andrews and all management decisions regarding  
Andrews would be made by him. Azam never expressed a desire to become a  
director or to participate in management decisions. He denies that Azam had a  
reasonable expectation that he would be involved in the management of Andrews.  
[25] Pursuant to clause 7.1 of Andrews’ Articles of Incorporation (“Articles”),  
Andrews is required to hold an AGM once each calendar year and not more than 15  
months after the last AGM. Pursuant to clause 7.2, this requirement can be waived  
by the unanimous consent of all the shareholders. Pursuant to clause 17.1, Andrews  
is required to keep adequate accounting records to record “properly the financial  
affairs and condition” of Andrews and to comply with the financial records  
requirements of the BCA.  
[26] Azam states that from October 2015 to October 2016 he worked at Andrews  
and was paid $3,000 per month. Azam attaches five pay stubs and cheques from  
January to May 2016 of approximately that amount. Singh similarly states that on  
Azam v. Andrews Custom Furniture Designs Inc.  
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October 1, 2015, Azam became an employee “with the role of making cabinets and  
furniture, and assisting me in the shop”, and that his compensation was $3,000 per  
month.  
[27] I note here that other documents establish that this evidence from both  
parties regarding the amount of remuneration is not accurate. Nor is the end date of  
Azam’s employment. While Azam’s rights as an employee are not in dispute in this  
petition, I will return to the accounting records with respect to Azam’s remuneration  
as they are an example of the problematic financial practices and cash business that  
Andrews was operating. The unreliable nature of Andrews’ accounting records  
underlies much of the allegations and remedy sought on this petition.  
[28] Azam states that after he purchased the shares and started working for  
Andrews, instead of letting him be involved in the management of Andrews, Singh  
kept all of the information, books and records to himself, and Azam’s only job was to  
make custom furniture and cabinets. Singh remained the sole director and officer of  
Andrews and the only signatory on Andrews’ bank accounts. Azam was therefore  
not able to see any of Andrews’ bank account information. He states that Singh also  
would not let him talk to Krishna.  
[29] In contrast, Singh states that until mid-January 2017, Azam had “full and  
unfettered” access to all accounting and financial records of Andrews including the  
Cash Notebook, and Krishna was authorized to provide Azam with all company  
accounting and financial records requested by him. Krishna states that at no time  
was he instructed by Singh to deny Azam access to Andrews’ accounting and  
financial records, and that between October 2015 and about December 20, 2016,  
Azam called his office frequently to request financial and accounting information of  
Andrews and visited Krishna’s office six to eight times for the purpose of collecting  
that information, which he gave to Azam.  
[30] Azam denies that he went to Krishna’s office six to eight times and that  
Krishna provided him with any information. Azam states that he tried contacting  
Krishna multiple times to obtain the financial information for Andrews but Krishna did  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 10  
not return his calls except for a phone call in December 2016 when Krishna advised  
him that he could not provide him with information without Singh’s permission.  
[31] I pause to note that this conflict only becomes material if Azam had a  
reasonable expectation that he would be able to access financial information held by  
Krishna as opposed to his legal right under the Articles and the BCA to audited  
financial statements.  
[32] Azam states that in October 2016 he asked Singh to show him Andrews’  
books so that they could share the profits. Instead of showing Azam an audited  
financial statement for 2016, Singh showed him an incorrect unaudited financial  
statement that reported that Andrews had a loss of $11,650 (“Initial 2016 FS”). Azam  
was upset and asked Singh to show him the “real books” and let him talk to the  
accountant. Singh refused. Azam states that from then until mid-December 2016, he  
continued to ask Singh for the financial information and Singh kept saying that he  
would provide it to him. Azam states that he tried contacting Krishna on multiple  
occasions to obtain an accurate 2016 financial statement. Apart from the one phone  
call in December 2016, when Krishna said he could not release Andrews’ financial  
information without the consent of Singh, Krishna did not return Azam’s calls.  
[33] On December 16, 2016, Azam stopped working at Andrews. Azam states this  
was because he could no longer tolerate the situation as he felt Singh had broken  
their agreement. He asked Singh to buy his shares and return the $65,000 but Singh  
refused. Azam states that after mid-January 2017 he was unable to contact Singh.  
He kept calling and texting him, but Singh did not answer. He tried for over a year to  
get a corrected 2016 financial statement from Singh or Andrews’ accountant  
Krishna, until he finally contacted counsel.  
[34] Azam states that he did not receive another financial statement for 2016 until  
he received the affidavit of Krishna sworn in May 2018 after this petition was  
commenced. That affidavit appends an amended financial statement for 2016  
(“Amended 2016 FS”).  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 11  
[35] Krishna states that on about November 15, 2016, Azam came to his office to  
review the 2016 financial statements which showed Andrews suffered a loss of  
about $11,000. Azam does not say anything about this meeting other than to  
generally deny receiving any information from Krishna.  
[36] Krishna states that Azam was concerned about the loss, so Singh, Azam and  
Krishna met on December 5, 2016 to go over the financial statements and records.  
At that meeting, Singh produced the Cash Notebook. Krishna states he was not  
aware of the existence of the Cash Notebook until that meeting. At the end of the  
meeting, Azam took the Cash Notebook with him and said he would make a copy  
and return it. Azam specifically denies that this meeting took place. Singh states  
nothing about it.  
[37] Krishna states that once he reviewed the Cash Notebook, it became apparent  
that the 2016 financial statements would have to be revised. On about January 20,  
2017, he revised the financial statements to correct errors and account for all  
transactions set out in the Cash Notebook. He states that “all transactions set out in  
the [Cash Notebook] were disclosed to the Canada Revenue Agency, and all  
necessary T4 slips for employees were prepared as well”. He also attaches a  
number of documents regarding Azam’s remuneration which I will describe later in  
these reasons. The revised statements are the Amended 2016 FS. These financial  
statements now show that Andrews suffered a loss of $77,512.  
[38] Singh states that “at all material times” Azam has been provided with  
Andrews’ 2016 and 2017 financial statements. Regardless of the dispute regarding  
the 2016 financial statements, Singh’s statement is not accurate. The 2017 financial  
statements were not provided until five years later on April 27, 2022. The 2017 to  
2021 unaudited financial statements were attached to Singh’s second affidavit filed  
that date in this proceeding.  
[39] Singh does not address why audited financial statements have not been  
produced other than stating that “Azam has failed to request any documentation  
since filing this Petition or use the appropriate channels available to him through the  
Azam v. Andrews Custom Furniture Designs Inc.  
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Business Corporations Act”. Singh’s and Andrew’s counsel argues that Andrews has  
not provided any financial information to Azam since January 2017 because Azam  
retained three different law firms and Singh thought it best for all correspondence  
and information to be transmitted between the respective legal counsel and not  
directly between the parties themselves. However, none of that is in an affidavit from  
Singh.  
[40] As to the circumstances under which Azam quit, Singh states that on  
December 14, 2016, Azam requested a $3,000 advance payment in cash, which he  
gave to him, and on December 15, 2016 Azam quit his employment. Thereafter, in  
mid-January 2017, Azam attended Andrews’ place of business with a representative  
from WorkSafeBC and “falsely” claimed that the had been injured at work on  
December 21, 2016. Singh attaches a letter he received from WorkSafeBC in April  
2017. It is apparent from that letter that the claim was accepted for bilateral medial  
epicondylitis, Azam underwent a course of treatment, and thereafter was deemed fit  
to return to work and his WorkSafeBC benefits terminated.  
[41] Singh states that after Azam’s WorkSafeBC benefits were terminated, Azam  
filed a complaint with the Employment Standards Branch of B.C. (“ESB”), and  
“falsely” claimed he had worked for Andrews from June 1, 2016 to December 16,  
2016 and that Andrews owed him $26,000 for unpaid wages. On the complaint form,  
Azam states he was issued a T4 for $51,440, but he was not paid that amount.  
Singh states that other than receiving the complaint form, he has not received any  
further correspondence from ESB and that Andrews was paid $51,440 in wages in  
2016.  
[42] I pause here again to note that the employment issues between Azam and  
Andrews do not form the basis of Azam’s oppression claims in this proceeding, but  
are part of the context of the dispute.  
[43] Singh states that neither Andrews nor he wish to buy the shares from Azam.  
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Analysis  
[44] I must address the allegations of oppressive or unfairly prejudicial conduct “in  
combination and context, rather than in isolation”: Jeck at para. 156.  
[45] The starting point in determining the reasonable expectations of Azam is the  
legal rights described in the Articles. There may be equitable rights beyond the strict  
legal rights which the doctrine of reasonable expectations may also protect: Jeck at  
paras. 123-124; BCE at para. 71; Runnalls v. Regent Holdings Ltd., 2010 BCSC  
1106 [Runnalls] at para. 42.  
[46] The Articles provide that AGMs will be held unless waived by unanimous  
consent of the shareholders, and that financial information will be provided in  
accordance with the BCA. Generally, the BCA provides that:  
a) a company must hold an AGM once every year unless waived by a  
unanimous resolution of the shareholders: s. 182;  
b) directors of a company must every year produce and publish financial  
statements in respect of the latest completed financial year, unless waived  
by a unanimous resolution of the shareholders: s. 198 and s. 200(1)(a);  
c) a company must every year appoint an auditor unless waived by  
unanimous resolution of all shareholders: ss. 203 and 204. If an auditor is  
appointed, the directors must ensure the financial statements published  
have attached an auditor’s report made under s. 212. The result is a that a  
company is required to produce annual audited financial statements  
unless the shareholders unanimously agree otherwise: Jeck at paras. 105-  
106.  
[47] For the following reasons, I find that Azam had and continues to have  
reasonable expectations that Singh and Andrews would comply with the Articles and  
statutory requirements of the BCA, and more specifically, that AGMs would be held  
and Azam would receive accurate and audited financial statements.  
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[48] The right to attend an AGM and the right to audited financial statements are  
clear legal rights vested in Azam. There is no suggestion in the evidence that Azam  
purchased shares and did not care what was taking place within Andrews. The  
evidence is to the contrary. On Azam’s evidence he demanded the “real” financial  
statements. On Singh’s and Krishna’s evidence, Azam was clearly interested in how  
the business was doing financially, as they said they gave him full access to  
Andrews’ financial information and Azam attended regularly at Krishna’s office for  
that purpose. I adopt the comments of Justice Sigurdson in Jeck at para. 104:  
[104] I think it is objectively a reasonable expectation among shareholders,  
absent other evidence, that statutory corporate requirements, particularly  
those dealing with the financial affairs of the company, would be complied  
with.  
[49] I find that no AGMs have taken place from 2016 to date, and that no audited  
financial statements from 2016 to date have been produced by Andrews, and that  
the requirements for these have never been waived by Azam. None of this is in  
dispute. I find those reasonable expectations have not been met.  
[50] I now turn to Azam’s third alleged reasonable expectation; that is, that he be  
involved in the management of Andrews. A shareholder does not have a right to be  
a director or officer of a company unless the articles of incorporation or a  
shareholders’ agreement so provide. Similarly, a shareholder does not have the right  
to signing authority on a company’s bank account: Burdeny v. K.& D. Gourmet  
Baked Foods and Investments Inc., 1999 6578 at paras. 22-23, 48 B.L.R.  
(2d) 16 (S.C.). In this case, neither the Articles nor any written agreement between  
the parties provide Azam these rights. Section 196 of the BCA requires a company  
to keep “adequate accounting records”, and to make these available to directors for  
inspection. However, shareholders may only inspect accounting records which the  
articles allow or that the directors authorize: Carr v. Cheng, Dorset College Inc.,  
2007 BCSC 1693 at para. 48.  
[51] There is a conflict in the evidence as to what was verbally agreed to by the  
parties with respect to any role Azam would play in Andrews. In my view, I can  
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Page 15  
resolve this issue without the need to refer this matter to the trial list because even if  
I consider Azam’s evidence alone, for the reasons below, it is contradicted by other  
documentary evidence, and by itself does not establish on a balance of probabilities  
that such an expectation was reasonable.  
[52] With respect to the factors summarized at para. 72 of BCE:  
a) There was no evidence of a general commercial practice that a minority  
shareholder in a closely held company would have this role.  
b) Azam argues that he was not a passive investor because he was working  
in the business full-time. However, Azam was working and being paid as  
an employee for that work. The one document that addresses his role  
refers to his representation that he has the skill to carry out woodworking,  
and not that he has the skills to be a manager or that he would be taking  
on this role.  
c) There was no suggestion in the evidence that he was being paid through a  
management salary or draws, or dividends for that work.  
d) Azam and Singh were arms length parties and did not have a familial  
relationship.  
e) The company had been operating under the sole ownership and  
directorship of Singh for eight years prior to Azam’s involvement. Azam  
was not a founding member, and he was a minority shareholder.  
f) The parties did not enter into a detailed written shareholders’ agreement.  
If there had been an understanding between Azam and Singh, or  
expectation by Azam that he would become involved in management, then  
he could have protected himself by terms of a shareholders’ agreement  
which would set out the roles each were to assume, how business  
decisions would be made, the ability to access financial information, the  
ability to have his name added to Andrews’ bank account, and that Azam  
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Page 16  
would become a director and officer of Andrews. Instead, the only  
document that Azam produced which addresses roles is the resolution of  
Andrews that confirms that Singh is the sole director and officer, which  
suggests the opposite conclusion to Azam’s position.  
[53] I therefore turn to whether the two unmet expectations that have been  
established, that is, to have AGMs held and to receive accurate and audited financial  
statements, rises to oppressive or unfairly prejudicial conduct. For the reasons  
below, I find that Azam has established that this is oppressive and unfairly prejudicial  
conduct.  
[54] Once Azam was shown the Initial 2016 FS, in my view he had valid and  
reasonable concerns regarding the accuracy of what he was being shown and told  
by Singh. The revenue was $100,000 less than he had expected and there was a  
net loss. I find that Singh knew that the Initial 2016 FS was inaccurate and therefore  
knew he misrepresented the true financial situation to Azam. Singh knew that he had  
not provided the Cash Notebook to Krishna who created the Initial 2016 FS. Krishna  
states he was unaware of the Cash Notebook at the time he produced the Initial  
2016 FS.  
[55] Azam’s concerns were reasonably heightened after the Amended 2016 FS  
was eventually produced. A comparison of the 2015 financial statement (“2015 FS),  
the Initial 2016 FS, and the Amended 2016 FS shows why. I will discuss a few  
examples.  
[56] The first example is the unexplained differences in revenue and expenses.  
The following numbers are rounded to a thousand. The 2015 FS reported revenue of  
$254,000, management salary of $13,000, salaries and wages of $2,000, and net  
income of $46,000. The Initial 2016 FS reported revenue of $177,000, management  
salary of $15,000, salaries and wages of $24,000, and a net loss of $12,000. No  
explanation is given as to how a decrease of $100,000 in revenue resulted in a 10-  
fold increase in salaries and wages. Further, Azam must have known salaries and  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 17  
wages could not be $24,000, as his alleged income (at least according to the few  
paystubs he provided) was $3,680 per month, or over $44,000 per year.  
[57] In comparison, the Amended 2016 FS reported almost $100,000 more in  
previously undeclared revenue, now at $272,000, but curiously now a six-fold  
increase in net loss. Undeclared cash transactions would typically hide income, and  
not a greater loss. Purchases as part of the cost of sales increased by more than  
$27,000. Management salary increased nearly five-fold to $70,000. A reasonable  
inference is that this is Singh’s salary, so he misrepresented what he was paid in the  
Initial 2016 FS. I also note that the balance sheet does not show any dividends  
declared, but an amount due to shareholder. A note to the financial statement states  
that this amount owing has no set repayment terms and is secured by promissory  
notes and that the shareholder has postponed repayment in favor of the bank.  
However, no current or long-term liability is shown as owing to a bank. Salaries and  
wages more than quadrupled to $109,000, on top of an increase in “trades and sub-  
contracts” from $2,000 to $8,000. Further, a number of expense items were  
amended, some for which one would not expect any variation if the only adjustment  
required was from the Cash Notebook. These are: office expenses; professional  
fees; repairs and maintenance; utilities; and vehicle expenses. No explanation was  
given by Singh for these changes nor is there any indication of how these amended  
figures were calculated.  
[58] The Cash Notebook is 18 pages of illegible or nearly illegible handwritten  
notes of a word or name, and then a number beside it. It can fairly be described as  
largely incomprehensible, other than it apparently indicates payments either  
received or made for the notation beside the number. Despite that this is described  
as a “Cash Notebook” some of the transactions are indicated to be by cheque. There  
are occasional notes that refer to Azam and payments, presumably in cash, in  
amounts ranging from $50 to $3,000, and even $28,500, although that last number  
may be a total. It is not clear. It is not even clear that these are payroll amounts for  
Azam. For example, some notations also include other descriptors such as  
“hardware” beside Azam’s name.  
Azam v. Andrews Custom Furniture Designs Inc.  
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[59] Although the remuneration paid to Azam does not form part of the allegations  
of oppression and unfairly prejudicial conduct, a review of those accounting records  
shows equally problematic financial practices. Azam produced five pay stubs and  
corresponding cheques for the monthly pay periods for January to May 2016. These  
show a gross pay of $3,680 per month, with a net pay of $2,939.56. Krishna states  
that in May 2016 Azam was issued a record of employment (“ROE”), apparently for  
lack of work. However, thereafter Azam continued to work for Andrews, but it  
appears that most other payments were then made to him in cash. Azam stated  
nothing about this in his affidavit.  
[60] Krishna states that “for the financial year ended October 31, 2016”, Andrews  
paid Azam $51,440, and that of the total wages paid to Azam in 2016, $36,720 was  
in cheques and cash as set out in the Cash Notebook. Krishna attaches Andrews’  
ledger account which is apparently records the wages paid to Azam. The ledger  
sheet shows four (not five) payroll cheques for the months of January to April 2016  
(not including May) and then an entry for “cheque 286” on October 31, 2016  
reflecting gross wages of $36,720, and a net amount of $36,353.69. No such cheque  
was in evidence.  
[61] Neither Singh nor Krishna explain how Andrews’ ledger for Azam for the fiscal  
year ended October 31, 2016 reconciles with a T4 which is based on a calendar  
year basis, particularly as Azam continued to work for Andrews until December  
2016. Further, none of the taxes, CPP and EI apparently withheld according to the  
ledger, match the T4 issued to Azam. No reconciliation is apparent from the Cash  
Notebook.  
[62] Further, Azam states that the ledger showing the wages paid to him is  
incorrect. He attaches another six cheques made payable to him by Andrews from  
January to May 2016, in amounts ranging from $1,469.70 to $2,939.56 which are not  
reflected in the ledger. Three of those cheques have re lines which indicate part of  
the payment is payroll, and part is payment for another purpose. For example, a  
cheque dated March 26, 2016 states, “Payroll 1250, visa payment 1000”. The  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 19  
$2,939.56 cheque for May, and two cheques for $1,469.70, are stated to be payroll.  
None of these six cheques appear on the ledger.  
[63] Similarly, the ROE issued on May 10, 2016 shows insurable earnings of  
$20,720 from October 1, 2015, again not reconcilable with an apparent gross wage  
of $3,680 per month on the paystubs that have been produced.  
[64] Krishna attaches to his affidavit a document called “Payroll Examination  
Statement of Account” issued by the Canada Revenue Agency (“CRA”) in May 2017,  
which appears to be the CRA indicating a significant arrears of almost $16,000 in  
remittances in 2016 following a form of audit, and which were not paid. There is a  
notation that the document included one amended 2015 T4 and one amended 2016  
T4. Who those T4s relate to is not identified.  
[65] In summary, I find the financial statements produced for 2016 are unreliable.  
As stated in Discovery Enterprises v. I.S.E. Research Ltd., 2002 BCSC 1624 at  
para. 6, the refusal to deliver audited financial statements “can serve to hide the true  
financial position from a minority shareholder”. I find that is the situation here. I find  
that Azam does not have any assurance or confidence that what limited financial  
information was provided to him was accurate. The financial statements were not  
audited as required by the BCA.  
[66] No evidence on this petition indicates that the 2017 to 2021 unaudited  
financial statements are any more reliable. No cash transaction notebook was  
produced for those years, if there is one, nor was any explanation given with respect  
to how those financial statements were created and if they include cash  
transactions. Reviewing them, they raise just as many questions as the 2016  
financial statements.  
[67] For example, despite that Singh states that Andrews has suffered during the  
COVID-19 pandemic, reported revenue has climbed, and since 2019 has been in the  
range of $330,000 to $350,000. From 2017 to 2019, salaries and wages are  
reported in the $40,000 to $50,000 range. Yet, in 2020 and 2021, at a time when  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 20  
Singh states Andrews has suffered, wages and salaries more than doubled and then  
nearly doubled again to $106,000 and then $176,000, but without any increase in  
revenue and volume of work that a fourfold increase in wages would presumably  
reflect. Coincident with this, Andrews received what appear to be large pandemic-  
related revenue, grant, wage and rent subsidies. Net income ranged from $7,000 to  
a loss of $47,000. None of this is explained by Singh. In my view, Azam has ample  
reason to question the accuracy of the financial statements.  
[68] Singh attempts to justify Azam not receiving financial information for the past  
six years by stating that Azam did not pursue “the appropriate channels”. This  
reflects an incorrect understanding of Azam’s rights as a shareholder. Azam is not  
required to do anything. Azam is entitled to attend AGMs and ask questions and to  
receive audited financial statements unless there is a unanimous waiver otherwise,  
which there was not. The fact that Azam engaged counsel and commenced this  
petition did not suspend his rights as a shareholder under the BCA or the Articles.  
None of the requirements to hold an AGM or produce audited financial statements  
have been remedied for six years. It is an ongoing breach of the Articles, the BCA  
and Azam’s reasonable expectations.  
[69] In my view, in the circumstances described above, where there are significant  
concerns about the financial practices of Andrews, the failure to hold the AGMs and  
to produce audited financial statements lacks probity and fair dealing toward Azam  
and the conduct was and continues to be oppressive and unfairly prejudicial to  
Azam. Azam can have no confidence that the financial information that has been  
produced to him is accurate. He has no means to confirm or dispel the questions  
raised by Andrews’ accounting practices. The Initial 2016 FS was provided to him  
and represented to be the financial situation, only to have a markedly different  
financial situation presented later, and which improbably showed a greater loss after  
cash transactions were recorded. The true financial situation was being withheld  
from him. Even now, the records which have been produced are not audited and  
raise many questions. For five years until weeks before this petition was heard,  
Azam did not receive any financial information beyond 2016. Azam was and still is  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 21  
entitled to accurate financial information and to be able to attend AGMs to protect his  
proprietary interests. This supports the view that Singh was conducting Andrews as  
his own business without regard to the interests of Azam as a shareholder.  
Was this application brought in a timely manner?  
Legal framework  
[70] Section 227(4) of the BCA provides that an application for a remedy under  
that section must be brought in a “timely manner”:  
(4) The court may make an order under subsection (3) if it is satisfied that the  
application was brought by the shareholder in a timely manner.  
[71] An application is timely if the course of conduct that is oppressive or unfairly  
prejudicial is continuing or its effects are continuing: Orr v. Sojitz Tungsten  
Resources Inc., 2010 BCSC 66 at paras. 41-49; Runnalls at para. 53; Khela v.  
Phoenix Homes Limited, 2015 BCCA 202 at paras. 52-53.  
Evidence  
[72] Azam states that after mid-January 2017, he kept trying to contact Singh, but  
Singh did not answer his calls or texts. He tried for over a year to get a corrected  
2016 financial statement from Singh or Krishna. Singh states that Azam could have  
contacted him any time by text or phone or simply attended at Andrews’ shop.  
[73] Azam states that he did not know what to do and in 2017, he retained  
counsel, but the date of this is not in evidence. In 2018 he could not afford his then  
counsel so he retained his present counsel. Again, the date of this is not given. On  
April 5, 2018 this petition was filed and on May 5, 2018, Singh and Andrews filed  
their response.  
[74] Singh states that on December 14, 2016, when Azam ceased working for  
Andrews, he threatened to sue unless Singh returned the $65,000. He texted Azam  
and told him to go see a lawyer, although that text is not in evidence. Azam does not  
dispute this.  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 22  
[75] Once this petition was filed, there were multiple delays. Azam’s counsel  
sought to cross-examine Singh on his affidavit but Singh refused. Correspondence  
between counsel was exchanged in September and October 2018 and an  
agreement was not reached. On May 29, 2019, Azam obtained an order compelling  
Singh to attend for cross-examination. Despite multiple attempts to schedule Singh’s  
cross-examination, this did not take place until December 8, 2020 because Singh  
refused to attend until Azam had produced third party documents, Singh retained  
new counsel, and there was difficulty serving Singh with an appointment to examine.  
Following the cross-examination of Singh in December 2020, Azam’s file was  
transferred between four lawyers at his present counsel’s office until his present  
counsel was assigned conduct at the end of August 2021. At that point, counsel was  
awaiting a transcript of the cross-examination which had been requested in April  
2021 and was not produced until November 2021 because of illness of the court  
reporter.  
Analysis  
[76] In my view, this petition was brought in a timely manner. The petition was filed  
in April 2018, a year and four months after the dispute arose between the parties.  
Azam states that he retained counsel in 2017 but could not afford that counsel and  
had to find new counsel. Any delays in hearing this petition were contributed to by  
Singh. More importantly, I find that the oppression and unfairly prejudicial conduct  
was ongoing at the time the petition was filed, and is still ongoing. To date, there has  
not been an AGM for six years, and no audited financial statements have been  
produced. There is a continuing breach of Azam’s reasonable expectations, and as  
a continuing shareholder, Azam continues to suffer from the effects of these failures.  
If oppression or unfairly prejudicial conduct is established, what is the  
appropriate remedy?  
Legal framework  
[77] Section 227(3) provides the court with a list of remedial orders it may make  
upon finding oppression and/or unfairly prejudicial conduct. Those portions of the  
subsection which are relevant to this petition are:  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 23  
(3) On an application under this section, the court may, with a view to  
remedying or bringing to an end the matters complained of and subject to  
subsection (4) of this section, make any interim or final order it considers  
appropriate, including an order  
(a) directing or prohibiting any act,  
…
(g) directing the company, subject to subsections (5) and (6), to  
purchase some or all of the shares of a shareholder and, if required,  
to reduce its capital in the manner specified by the court,  
(h) directing a shareholder to purchase some or all of the shares of  
any other shareholder,  
(i) directing the company, subject to subsections (5) and (6), or any  
other person, to pay to a shareholder all or any part of the money paid  
by that shareholder for shares of the company,  
…
(l) requiring the company, within a time specified by the court, to  
produce to the court or to an interested person financial statements or  
an accounting in any form the court may determine, …  
[78]  
If an order is made under for the company to pay an aggrieved person, it  
must do so unless there are reasonable grounds for believing it would render the  
company insolvent: ss. 227(5) and (6).  
[79] If an order is made for purchase of shares, the court must determine a  
valuation date that is just and equitable in all the circumstances: M. McIsaac Family  
Holdings Ltd. v. Tolam Holdings Ltd., 2020 BCCA 371 [McIsaac] at para. 131. There  
is no legal presumption for the valuation date, but the date of the filing of the petition  
is an important factor to weigh and is a “sensible starting point”: McIsaac at  
paras. 132-133. Factors to consider include any increase or decrease in the value of  
the shares after the filing of the petition, the reasons for the increase or decrease, if  
there has been misconduct, if economic conditions beyond the parties’ control  
impacted the value, and when the departing shareholder’s contributions to the  
company ceased: McIsaac at paras. 136-144. The price to be determined is not  
necessarily the market value but what is fair in the circumstances: Diligenti v. RWMD  
Operations Kelowna Ltd., 1977 393 at paras. 81-84, 4 B.C.L.R. 134 (S.C.).  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 24  
[80] In Wilson v. Alharayeri, 2017 SCC 39, the Court discussed the principles that  
guide a court in deciding an appropriate remedy for oppressive or unfairly prejudicial  
conduct, and in particular with respect to whether to impose personal liability on a  
director. There is a two-pronged approach for personal liability. First, the impugned  
conduct must be attributable to the director because he or she is implicated in the  
conduct (at para. 47). Second, the imposition of personal liability must be fit in all the  
circumstances (at para. 48). There are four general principles under this second  
prong: the remedy must in itself be a fair way of addressing the situation, and  
although neither personal benefit nor bad faith are necessary, they are relevant  
equitable factors (at para. 49); an order should go no further than is necessary to  
rectify the oppression (at para. 53); any order made may only be for the purpose of  
vindicating the reasonable expectations of the aggrieved persons in their capacity as  
corporate stakeholders (at para. 54); and the court should consider the general  
corporate law context as director liability cannot be a surrogate for other more  
appropriate forms of statutory or common law relief (at para. 55).  
Evidence and arguments  
[81] Azam seeks the return of the $65,000 he paid to purchase the shares, plus  
pre-judgment interest. He does not seek to have Andrews valued and for the  
purchase price to be 30% of that value. Azam argues that obtaining a current  
valuation of Andrews would not be just and equitable because Singh has  
misrepresented the financial situation of Andrews in the past, and he is likely to do  
so again as the parties are now involved in this petition. The only just and equitable  
remedy is to “unravel” the share purchase transaction at the price he paid for the  
shares. Azam submits that there is no evidence that purchasing his shares would  
cause Andrews to become insolvent. It would also be just to impose personal liability  
on Singh as he is the person who created the circumstances.  
[82] Singh states that due to the COVID-19 pandemic Andrews suffered  
financially. He states he is experiencing “hardship and inconvenience” and does not  
wish to purchase Azam’s shares and cannot afford to purchase them. Singh submits  
that the appropriate remedy is to order that audited financial statements be produced  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 25  
and that Andrews hold an AGM. He submits that this will cure any deficiency. He  
argues that while the court has broad discretion as to remedies, it can only be  
exercised for a very specific purpose, and that is to rectify the oppression or unfairly  
prejudicial conduct and no more: Naneff v. Con-crete Holdings Ltd., 23 O.R. (3d)  
481 at paras. 22 and 33, 1995 959 (O.N.C.A.). Singh also refers to Alleluia v.  
Wilson, 2011 BCSC 666 at para. 72, and argues that an oppression remedy “is not  
intended as a mechanism for facilitating a forced buyout of disgruntled  
shareholders”.  
Analysis  
[83] While an order to require that Andrews and Singh hold an AGM, provide  
audited financial statements and accurately report cash transactions should bring  
about certain changes in conduct, in my view, it would not remedy the matters  
complained of. It is clear that Azam and Singh cannot carry on together as  
shareholders of Andrews. Azam has not been involved in Andrews for the past more  
than five years. Given the circumstances of this case, it would not be possible for  
Azam to have any confidence that Singh would treat him fairly in the administration  
of Andrews’ business. Rather, the evidence suggests Azam reasonably fears that  
such conduct will continue in the future. For example, it was not until about two  
weeks before this hearing that the unaudited financial statements for five years were  
produced, despite this ongoing petition. It is clear that there is no trust between the  
parties, and no salvageable relationship. Apart from the circumstances of the  
oppressive and unfairly prejudicial conduct, the parties had or have disputes  
regarding a WCB injury and an ESB complaint. I am reinforced in my view that  
simply ordering an AGM and audited financial statements would not remedy the  
problem, by Singh’s position at this hearing. He submitted that if this was ordered,  
the parties could then negotiate a buyout. The parties have been unable to resolve  
this matter for the past six years. I do not think that is a practical or realistic solution.  
[84] In my view, the only effective order to rectify the matters complained of is to  
order that Azam’s shares be repurchased. The issues then become the appropriate  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 26  
valuation date, the value on that date, and whether Singh and/or Andrews should be  
ordered to repurchase the shares.  
[85] There are four potential valuation dates: the date of purchase, being October  
1, 2015 (effectively this is the date Azam argues); the date Azam left Andrews in  
December 2016; the date the petition was filed in April 2018; and the current date.  
As to the first date, there is no suggestion that there was misrepresentation or fraud  
regarding the purchase of the shares. The evidence shows that Azam knew there  
was a cash component to the business. In my view, an October 2015 valuation date  
is therefore not appropriate.  
[86] As between the other dates, in my view, the just and equitable date is the  
date the petition was filed in April 2018. This is a closely held company, and Azam’s  
investment in Andrews was tied to him having employment with Andrews. Azam left  
Andrews in December 2016. He has had nothing to do with Andrews since then, and  
has not contributed to its current financial situation (whether it be an improvement or  
decline) beyond his investment of $65,000. This indicates one of the earlier dates is  
more appropriate than the current valuation. He did not seek an oppression remedy  
until he filed the petition, and in my view, that makes April 2018 the most appropriate  
date.  
[87] Turning to the valuation, Singh states that Andrews has suffered financially  
during the pandemic and he is experiencing hardship and inconvenience. By this  
statement, he is implying that the value of Andrews has declined and that Azam’s  
shares are no longer worth $65,000, and it would therefore be unfair to order that he  
or Andrews bear the risk of an investment that declined in value outside of his  
control. He submits that an expert valuation is required.  
[88] For the following reasons, I do not agree. In my view, the just and equitable  
value and purchase price is $65,000.  
[89] Addressing Singh’s evidence as to the financial conditions, the valuation date  
I have determined is April 2018, well before the pandemic. Further, given the  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 27  
unreliability of the financial records and the unexplained issues discussed above, I  
do not find Singh’s single bare statement persuasive. There is no evidence of  
Singh’s personal financial situation, nor is there an explanation of how year after  
year, Andrews is able to operate.  
[90]  
I have considered ordering that the parties obtain an expert valuation of the  
shares as of April 2018, but there are two practical impediments. First, accurate or  
audited financial statements are required to arrive at an accurate valuation. The  
financial statements produced are unreliable. Cash is nearly untraceable. It is a fair  
inference from the cash transactions, the state of the Cash Notebook, and the  
unreliability of the one employment ledger that was produced and which was held  
out as accurate and which clearly was not, that it will be very difficult to produce  
financial statements that Azam or this court could have confidence are reliable.  
Second, even if accurate financial statements and an accurate valuation are  
possible, the cost would likely be prohibitive relative to the likely amount involved,  
and it is not a proportionate response in the circumstances.  
[91] In considering whether to order an expert valuation, I have also considered  
the purchase price in October 2015, and what the financial statements since that  
time show, and in particular whether there is any discernible significant change that  
might lend credence to Singh’s position that there has been a decline in the  
business. The purchase in October 2015 was between two arms-length parties and  
Azam knew there were cash transactions. Whatever financial disclosure was made  
at that time, satisfied the parties that $65,000 was an acceptable price. This is some  
objective evidence of the value of the shares two and a half years prior to the April  
2018 valuation date.  
[92] There is no persuasive evidence based on the financial statements which  
Singh has produced, that the financial position of Andrews has significantly changed.  
Comparing the financial statements from 2015 (which would be just before Azam  
purchased the shares), to 2018 (six months after the valuation date in April 2018),  
and using the Amended 2016 FS, the reported revenue was (rounded): $255,000,  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 28  
$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  
$77,000.  
[93] 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.  
[94] 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.  
[95] 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  
shares.  
[96] Finally, in coming these conclusions, I have considered Lee v. To, 1998  
12343, [1998] 9 WWR 1 (Sask. C.A.) [Lee], and found it instructive. Lee also  
involved financial records in a small business that were not reliable.  
Azam v. Andrews Custom Furniture Designs Inc.  
Page 29  
[97] In summary, for the reasons above, I conclude that the remedy that would be  
just and equitable in all the circumstances is to set the valuation date as of April  
2018. I find that the $65,000 purchase price in October 2015, even though two and a  
half years before, is realistically and practically the best evidence that will be  
obtained of the value of the shares as of April 2018, and the amount that is just and  
equitable for the repurchase price. Singh and Andrews must purchase Azam’s  
shares. Singh may decide that it is preferable for business reasons for him to  
repurchase all the shares, or Andrews to repurchase all, or there may be a  
combination with Singh and Andrews both repurchasing the shares, but regardless,  
Singh will be jointly and severally liable with Andrews for the purchase price. This is  
what is required to protect Azam’s interests as a shareholder and what is necessary  
to bring the conduct complained of, at least toward Azam, to an end, and does not  
go beyond that specific purpose.  
Orders  
[98] Pursuant to s. 227(2)(a) and (b) of the BCA I find that Singh and Andrews  
have conducted and are conducting the affairs of Andrews in a manner that is  
oppressive and unfairly prejudicial to Azam. Pursuant to s. 227(3)(g) and (h), within  
30 days, Azam shall sell to Singh and Andrews, and Singh and Andrews shall  
purchase from Azam, the 30 shares of Andrews currently held by Azam, for the price  
of $65,000 plus pre-judgment interest from April 5, 2018. Singh is jointly and  
severally liable with Andrews for this purchase price.  
[99] Unless the parties need to speak to costs, Azam will have his costs of this  
petition at Scale B.  
“Norell J.”  


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