Faced with possible liquidation of their companies, the shareholders of Total Fitness gym and Prince Deli battled it out in court on Friday morning over the transfer of shares from one shareholder to the other.

Total Fitness shareholder David Dunkley appeared in Supreme Court with his lawyer Delroy Duncan to negotiate for the opportunity to hire forensic accountants to assess the true value of his shares.

He claims they are worth more than the offer made to him by his Total Fitness partner, former Finance Minister Dr. Clarence James.

The two men each hold 50 percent of the shares in Total Fitness and the Prince Deli and Bakery, which serves Total Fitness members as well as the public at large.

It was previously agreed that Mr. Dunkley would sell his shares to Dr. James after an assessment was done on their value. However when accounting firm KPMG conducted the share valuation, it found the shares were worth nothing.

In spite of this, lawyer Dennis Dwyer told Chief Justice Austin Ward, Dr. James was still willing to offer Mr. Dunkley $6,000 each for both Total Fitness and Prince Deli, for a total of $12,000.

Mr. Dunkley never formally responded to this offer.

The companies are continuing in existence only because Dr. James is subsidising them, Dr. James is subsidising them, said Mr. Dwyer, adding that they are are in debt to Dr. James to the tune of more than $700,000.

Dr. James, wanting to protect the 30-plus employees and more than 400 gym members, is willing to continue supporting the companies only if he is allowed full control, said Mr. Dwyer.

He wants Mr. Dunkley's shares to be transferred to him, and Mr. Dunkley to be removed from the position as director of the company.

"He still gets $12,000 more than they (KPMG) say he should ... he's received a share valuation he didn't like," Mr. Dwyer told the court. "There's nothing to be gained by delaying."

However Mr. Duncan argued that the assessment done by KPMG was not valid and did not reflect the true value of the shares.

Claiming Mr. Dunkley had been excluded from the company accounting information upon which KPMG relied on to produce the assessment, he added his client had not wanted a forensic accountant provided the information KPMG used was reliable.

However: "They explicitly refuse to say it is reliable ... My client is extremely suspicious. If the forensic report determines a value of the company, which he believes it will do, he's entitled to either have the opportunity to apply shares or have the company liquidated ... He wants to run his businesses or he has the right to have half their value."

He also claimed that while evidence showed Dr. James was the sole creditor of the companies, in fact Mr. Dunkley was also a creditor, to the tune of $250,000.

"If KPMG say all is accurate, then we'll accept it," said Mr. Duncan.

However he said KPMG will not do that, and wondered how they could have arrived at a fair market value if they would not even agree all the accounting information they relied upon is correct. "It's a travesty," he said.

Mr. Dunkley already has accounting firm Ernst & Young looking into the matter, said Mr. Duncan, and is prepared to pay for the forensic accounting.

"He strenuously objects to the application that the shares be transferred and he be removed as a director."

Mr. Justice Ward said he was also concerned that the employees and gym members be protected, saying he did not wish the matter go on much longer.

He gave an interim order to allow the forensic account, setting the matter down for mention on June 6 at 10.30 a.m.