Background: Petitioner filed against respondents, et. al. regarding Buffalo Enterprise Inc., a company Wang incorporated for a residential project in Saanich, BC. Teda held a majority share, while the Trust was a minority shareholder. Several agreements were in place, including a Shareholders' Agreement and Share Pledge Agreement.
Key Issues:
- Transfer of Shares: The Petitioners argued that the transfer of shares in Teda from Wang and Liu to Runsen Property Holdings Ltd. was void under Article 10.1 of the Shareholders’ Agreement. The court found the transfer invalid and void.
- Extensions of Redemption Date: Teda's extensions of the redemption date for Class B shares were disputed as not being consented to by Buffalo. The court ruled the extensions invalid and deemed the shares canceled as of November 13, 2021.
- Oppression Claims: Petitioners claimed oppressive conduct under Section 227 of the Business Corporations Act, alleging breaches of fiduciary duties and misuse of confidential information. The court dismissed the oppression claims, finding no evidence of oppressive conduct.
- Derivative Action: The Petitioners sought leave to commence a derivative action against Teda, Wang, Chai Sr., and Chai Jr. under Section 233 of the BCA. The court dismissed this application, citing a lack of evidence that it was in Buffalo’s best interests.
Conclusion: The court voided the transfer of shares in Teda and nullified the meeting that appointed Chai Jr. as Director. The Petitioners' applications for oppression remedies and derivative actions were dismissed. Costs were to be determined if the parties could not agree.