The deceased had held Class B shares of a private company which were participating as to earnings but only entitled to receive their nominal par value on a winding-up of the corporation, and agreed with his children (who held Class A shares which were non-participating as to earnings but participating on a liquidation) that in his Will he would direct the executors to wind-up the corporation. In finding that the fair market value of the Class B shares was limited to their par value plus unpaid dividends thereon, Cartwright C.J. stated (pp. 6133-6134):
"Once it is established (and it has been conceded) that the contract binding the deceased and his executors to have the Company wound-up was valid, the real value of the shares cannot be more than the amount which their holder would receive in the winding-up ... [I]t is irrelevant to consider what result would have flowed from the executors acting in breach of contract or in breach of trust."