Two Wills, One Business: A Thunder Bay Estate Untangled

The situation

Feng died suddenly at 58, leaving behind his wife Ying, an early childhood educator, and his adult daughter Selam from his first marriage. Feng had spent most of his career as a factory technician, but on the side he had built something of his own: a small precision-parts shop in Thunder Bay that he co-owned with a longtime friend and business partner. He held just under half the shares in the corporation that ran it.

When Ying came to Treadstone Law as the named estate trustee, she brought two documents: a will Feng had signed about six years earlier, shortly after they married, and a second, older will she had never seen before, tucked inside the same folder. The older one predated their marriage by several years. It dealt only with Feng's business interests, and it left his company shares outright to Selam.

Feng's estate, once the shop, the family home, savings and a small RRSP were added up, came to roughly $480,000. The shares in the corporation were worth an estimated $210,000 of that. Ying had assumed, reasonably, that everything would eventually come to her and that the family would sort out something fair for Selam later. Nobody had ever written that understanding down.

Ying and Selam had a cordial relationship, but not a close one. They had spent holidays together and spoken at family events, but they had never discussed the business or what would happen to it if something happened to Feng. Selam had grown up watching her father build the shop with his partner and had always assumed, without ever asking, that she would inherit some piece of it one day. Neither woman had any reason to think the two documents in that folder disagreed with each other until an estates lawyer told them so.

What the review found

The two documents were not a mistake in the way Ying first feared. They were a deliberate estate planning structure called multiple wills, commonly used by business owners in Ontario, and Feng's first lawyer had set it up correctly for what it was meant to do at the time.

Here is the logic behind it. When someone dies owning real estate or most bank accounts, the institutions holding those assets usually require a Certificate of Appointment of Estate Trustee — commonly called probate — before releasing them or transferring title. Probate involves an application to the Superior Court and triggers Ontario's Estate Administration Tax, a probate fee charged as a percentage of the estate's value, which runs at roughly 1.5% on value above a modest threshold. Private company shares are different: transfer agents for closely held corporations are not legally required to see a grant of probate before registering a transfer to an estate trustee, so shares can often move without it. Business owners take advantage of this by splitting their estate across two wills — a primary will covering everything that will need probate, and a secondary will covering the business interests and other property that will not — keeping the second document, and its value, out of the probate application and its tax entirely.

Feng's first lawyer had built exactly that structure. The problem was timing. That secondary will was signed before Feng met Ying, when Selam was his only family. When he remarried and had a new primary will drafted, it revoked only prior wills dealing with the same category of property — a standard clause meant to protect a multiple wills structure from accidentally cancelling itself. It did its job. It also meant the old secondary will, naming Selam as sole owner of the shares, was never touched. Nobody flagged it for updating when Feng's life changed. Two valid wills, two different plans, and no single document that reflected what Feng actually wanted by the end of his life.

What we did

1. Confirmed both wills were validly executed and established which assets each one actually governed. This meant reading the revocation clauses carefully rather than assuming the newer document controlled everything — a common and costly misunderstanding with multiple wills.
2. Reviewed the corporation's shareholders' agreement. Feng's business partner had insisted on one when they incorporated, and it included a buy-sell clause requiring the surviving shareholder to purchase a deceased shareholder's shares at a valuation formula set out in the agreement, funded in part by a life insurance policy the company held on Feng. That clause mattered enormously: it meant the shares did not have to sit in the family as an ongoing ownership stake that Selam, Ying, or the surviving business partner would all have to manage together indefinitely.
3. Obtained an independent valuation of the shares consistent with the shareholders' agreement's formula, giving both families a number they could each check rather than argue over from scratch.
4. Opened direct correspondence with Selam's own lawyer rather than letting the dispute play out through family conversation. Selam had a real legal entitlement under the secondary will, and pretending otherwise would only have delayed and inflamed things.
5. Proposed a negotiated division of the buyout proceeds instead of a strict either-or outcome. Selam kept her legal right to the shares' value; Ying kept the house, savings and RRSP under the primary will as intended. The negotiation was over how the roughly $210,000 in share value would be split between them, given that both had a credible claim to some of it — Selam by the letter of the secondary will, Ying by the reasonable expectation built over years of marriage.
6. Documented the settlement in a release so that once the buyout closed and funds were distributed, neither side could reopen the question later.

The outcome

Feng's business partner exercised the buy-sell clause and bought out the shares at the formula valuation, with the company's life insurance proceeds covering most of the purchase price. That resolved the hardest problem first: nobody had to decide whether Selam, who had no role in the business, should become a shareholder alongside a partner she barely knew.

From the roughly $210,000 in proceeds, the negotiated split gave Selam about $85,000 and put the remaining $125,000 into the estate for distribution to Ying under the primary will, on top of the home and savings she was already set to receive. It was not an even split, and it was not what either woman would have chosen if she had been deciding alone. Selam had a document that entitled her to the full amount and gave some of it up. Ying had built a life with Feng around an assumption that turned out not to be legally accurate, and had to accept that assumption carried real weight, even if it was never written down.

The whole process, from Ying's first meeting with our office to signed releases and a closed buyout, took a little over eight months — longer than either family wanted, but well short of what a contested court application over the two wills would likely have taken. The business kept operating throughout, under the surviving partner, without disruption to its employees.

What you can learn from this