JUDGMENT

(Declaration That Contract Is Void And Unenforceable)

Kenneth St James JC:

Prelusion

[1] The Plaintiffs and the Defendants entered into two sets of agreements. The first set of agreements is the Share Sale Agreement to sell and transfer a batch of existing shares in the subject company, and the corresponding Shareholders Agreement to contractually regulate the relationship between the existing shareholders and the new shareholders.

[2] The second set of agreements is the Share Sale Agreement to sell and transfer another batch of existing shares in the same subject company, and the corresponding Shareholders' Agreement to similarly regulate the relationship between the existing shareholders and the new shareholders.

[3] The issue in dispute between the parties is that both the Shareholders' Agreements provide for the subscription for new shares, which is distinct from a sale and transfer of existing shares. The Plaintiffs filed this Originating Summons (and seven other Originating Summonses like it) to declare the Shareholders' Agreements invalid and unenforceable for "want or failure of consideration or performance", for the reason that there was no subscription exercise for the