Readers’ forum: Does deed create a contract for sale of shares?

My clients have had a new shareholder agreement drawn up and conscious of the need to protect business property relief I have looked for ‘put and call options’.

The agreement includes a clause referring to a compulsory transfer which deems that immediately before death the shareholder has issued a notice to the company that they propose to transfer their shares and the company then has 20 days to notify the estate that it wishes to buy the shares.

The deed specifies that the company is not obliged to purchase the shares. I do not believe that the deed as drafted creates a contract for sale since the company is not obliged to accept the transfer of shares but this is not how I have seen the protection of surviving shareholders drafted in the past so I would appreciate confirmation that it works.

Query...