Missed loan deadlines didn't doom these shares - the paperwork told a different story.
A British Columbia court has refused to let developers claw back company shares from an architect and a design firm.
The Supreme Court of British Columbia dismissed two related petitions brought by six development companies seeking to cancel shares held by architect David Danyluck and Paul Butler Designs Inc., a custom home design firm. Justice Coval issued the ruling on September 11, 2026, following a hearing held August 14 and 18 in Vancouver.
The companies, incorporated between 2018 and 2019 to purchase and develop three lots in Mission, BC, argued under section 230 of the Business Corporations Act that the disputed shares - worth an estimated $450,000 for Danyluck and $1.7 million for Paul Butler Designs - had been allotted by mistake. They said the issuances did not meet conditions set out in investment, option and performance trust agreements, including shareholder loans and rezoning milestones that were never satisfied.
Danyluck and the design firm countered that the shares were intentional compensation for architectural and design work performed on the project, not the result of administrative error. Danyluck testified he provided roughly 2,100 hours of architectural services between 2021 and 2022, worth about $200,000 in fees, on the understanding he would be paid partly in shares once his role expanded. Paul Butler Designs pointed to more than 200 design drawings submitted for the properties as evidence of its own contribution.
Justice Coval sided with the respondents, finding the companies failed to prove the share allocations departed from what was actually intended at the time. The judge noted the transfers were carefully documented, including signed instruments of transfer and share certificates certified by the companies' then-director, Christopher Ross. There was, the judge wrote, no evidence from anyone involved at the time that the shares were issued in error.
The dispute traces back to a 2022 sale of the three properties to Grewal Development Group Ltd. for $33.9 million, which included a $20 million vendor take-back mortgage. After the buyer defaulted on that mortgage in 2025, the companies' new boards reviewed the corporate records and moved to challenge several share allocations tied to unmet investment conditions.
The petitions, filed in November 2025, were dismissed in full, with costs awarded to the respondents.
For developers and syndicate sponsors who compensate contributors with equity instead of cash, this case shows that carefully documented share issuances can hold up years later even when conditions attached to earlier agreements went unmet. Courts will weigh what the parties actually intended and recorded, not simply whether every contractual condition was technically satisfied.
