No Transfer Means No Transfer!

In Frye v. Frye Estate, the Ontario Court of Appeal held that a bequest of shares was valid, notwithstanding that such bequest was clearly contrary to the explicit terms of a unanimous shareholder agreement and letters patent. The decision (wrongly) emasculates broadly drafted share-transfer restrictions, reducing them to near meaningless effect. Published in the January 2010 issue of Canadian Lawyer as part of Bryan Haynes' regular column.