Where a party seeks damages for breach of a shareholders' agreement extending to the loss of the entire value of their share in the company, they must plead and establish that the breaches constituted fundamental breaches justifying termination. Without such a pleading, damages are limited to consequential losses for the particular breaches under Hadley v Baxendale, and the winding-up of the company and total loss of share value will likely be too remote. Damages for breach of an obligation to mediate in good faith may potentially be assessed on a loss of chance basis, but the claimant bears the burden of establishing the chance and its value.
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