A representation made at the pre-contractual stage may bind the party that made it even if the representation is not included in the final contract.

A shareholder sought to separate from the other shareholders by means of a forced sale of his shares due to his being disadvantaged by the other shareholders. The shareholder argued that the value of his shares should be calculated according to the multiple method of monthly turnover, since this was the method that was presented to him by the other shareholders and on the basis of which he decided to invest in the company.

The court ruled that the shareholder is being cheated, and accepted the argument regarding the method of calculating the value of his shares. In the event of a shareholder being cheated by the other shareholders, the cheated shareholder can, in the event that trust between the parties has been lost, demand the sale of his shares to the other shareholders. Furthermore, contractual agreements are subject to a duty of good faith. This duty also applies to pre-contractual representations, that is, to representations that were presented to a party to the agreement before signing a contract, even if these were not included in it. Here, the shareholder is being cheated by the other shareholders and trust between them has been lost, and therefore the shareholder has the right to sell his shares in a forced manner. The shareholders estimated the value of the company according to the multiple method of monthly turnover, and this is also the representation that was presented to the shareholder before his investment in the company. Therefore, and although this method was not expressed in the investment agreement, this is the way in which the value of the shareholder’s shares should be determined for the purpose of the forced sale.