One tower's $76.7M projected profit, a 10% shareholder, a price no one could challenge
British Columbia's top court has ruled that judges cannot hand a forced share buyout entirely to a business valuator, leaving owners no recourse.
The Court of Appeal for British Columbia ruled on June 8, 2026 in Ghahroud v. Mirage Trading Corporation, 2026 BCCA 276 that a chambers judge erred when he ordered a company to buy out a minority shareholder at a price the parties could not question or appeal.
The case began on June 21, 2024, when Mirage Trading Corporation filed a petition seeking an oppression remedy under the province's Business Corporations Act. Mirage alleged that MAJ Enterprises Inc. and Rouzbeh Rabiei Ghahroud, MAJ's sole director and principal, had acted in a way that was oppressive and unfairly prejudicial - excluding Mirage from managing the company, refusing to produce audited financial statements, and selectively repaying millions of dollars in shareholder loans to MAJ alone.
The companies sit on top of two North Vancouver condo developments. Teknocan Properties Inc. owns 51.7 percent of the equity in the two limited partnerships developing them, known as Seylynn Village and Seylynn Gardens. Mirage holds 10 percent of Teknocan; MAJ holds the other 90 percent.
In reasons released October 7, 2025, the chambers judge found the appellants' conduct unfair and prejudicial to Mirage. He pointed to two payments to MAJ, of about $6 million and $11 million, made without matching payments to Mirage, and to a failure to provide audited statements for 2021 through 2023. He ordered MAJ to buy Mirage's shares at a value set by a chartered business valuator working under a court-appointed receiver, with no requirement that the court approve the figure.
On appeal, the appellants argued the judge had handed off a decision that belongs to the court. They pointed to the size of the stakes - profits from just one of the three towers in Seylynn Village are projected at $76.7 million - and to a process that gave them no say in choosing the valuator and no way to challenge or appeal the result.
The Court of Appeal agreed in part. Writing for a unanimous panel, Justice Horsman said the judge erred by delegating the valuation while keeping no judicial role in setting the final price. A court generally must determine fair value when it forces a buyout, she wrote, and expert opinion guides that call without binding it.
The panel left the finding of oppression and the buyout in place; the appellants had consented to the buyout and did not challenge that finding on appeal. It varied a single term so that, once the valuator reports, the court fixes the share price unless all parties agree on a value in writing.
For advisors to incorporated business owners, the ruling is a clear marker: fair value in a forced buyout is a decision for a judge, not a figure a third party can impose unchecked. Where private company shares lack a market, who sets the number, and how it can be tested, can decide what an owner pays or walks away with.
