So there was no consideration given to Western Diversified rendering the contract invalid. It clearly states that NMGL will deliver to WD the pref's for the shares in Bouse and S. Copperstone.
A transaction has to have consideration, otherwise, it can be considered a fraudulent conveyance.
That is unless you have a doc that was agreed to by WD and NMGL that NMGL would hold the shares on behalf of WD.