Is a party entitled to foreclosure or forfeiture of its shares?

The appellant argues that the lodged shares should be deemed forfeited or foreclosed, on the ground that the directors of the company, as such, were obligated to proceed against the three shareholders so improperly withdrawing moneys, and equity should consider that as having been done which should have been done. Argument on the obligation of the directors was general in scope, but in time it must be limited: It was not directed to when, necessarily some appreciable time after the lodgment, but prior to the date of dissolution of the company, on May 27, 1932, this alleged duty arose. This argument, as advanced, appears of primary value to the appellant as a shareholder, and not of benefit to the company. The first duty of the directors was to enforce repayment of these withdrawals. It was agreed that following the withdrawals the company was denuded of cash assets. There is no evidence of the net worth of the company, following the withdrawals and up to May, 1932, save general agreement, that the land assets as of that date were of doubtful value. The evidence does not suggest that the said three shareholders were financially worthless. No evidence was called indicating any benefit which, in fact, would accrue to the company, and I cannot assume that forfeiture or foreclosure of shares, which, as, argued, had then no value or at best a questionable value, would be of benefit to the company. In the absence of such benefit, the alleged duty does not arise: Common v. McArthur (1898) 1898 CanLII 56 (SCC), 29 SCR 239, reversing 8 Que QB 128. Possible failure in duty by the directors, in taking no step to obtain repayment, is a factor separate and distinct from the remedy requested.