is no ambiguity about the intent. The evidence does not support
a finding that Robert preyed on Ronald nor that there was any
trickery hidden in the contractual wording.
 In addition to 50 per cent of the profits from Forest Creek
to be paid within 30 days of the completion of all work associated
with the subdivision, Ronald was to receive certain other benefits and make certain offsetting payments. He was to receive an
amount for 50 per cent of the estimated profit for the sale of
the Weedmark property. He was to pay an amount for the sale of
“lot 32”. Ronald was to receive an assignment of the Westerra
rights to the Woodland development in Prescott. Ronald was
given an option to purchase an additional lot. Both Ronald and
Robert were to receive a new home in the Forest Creek subdivision at cost calculated as the cost of the land and the model of
home completed with identical level of upgrades. Ronald was to
receive the return of his capital by payment of his adjusted
shareholder loan. He was to continue to receive a salary
and other benefits for a period of time. He was to be released
from Tarion and financing guarantees. All of these terms were
 The recitals at the beginning of the agreement declare
that the purpose of the agreement was “to provide for the cessation of their relationship as shareholders of the corporation and
the orderly completion of the Forest Creek Subdivision”. I agree
with the defendant that this is the touchstone by which the provisions of the agreement are to be interpreted. The brothers
intended that they would disentangle their business affairs,
Robert would take over the company and Ronald would share in
the profits of Forest Creek in addition to the other payments and
adjustments set out in the agreement. Pursuant to his duty of
good faith, Robert would have been required to proceed with
reasonable diligence to sell and complete the remaining portion
of Forest Creek. There is no reason to think that he did not do
so. It is common ground that the work on Forest Creek was
completed in 2013.
 What Robert failed to do of course is to pay out the purchase price 30 days after the completion of the subdivision.
Westerra had provided an estimate of profits in 2012. The estimated amount for 50 per cent of the profits was said to be
$450,000 which was far below what Ronald believed them to be.
By that time, Robert had been operating the company on his
own for a year and he had initiated work on additional projects.
Ronald was deeply unsatisfied and suspicious about the estimate and it appears the difference could not be resolved.