Respondent
Petitioner
Background Facts: Yinghe Investment (Canada) Ltd. ("Yinghe") owned 50% of CCM, while Run Guo Holdings Ltd. ("Run Guo") held 35%. A previous agreement, the "Swap Agreement," allowed Yinghe to control voting rights over 5% of Run Guo's shares. Before the AGM, Yinghe delivered a proxy to vote 1,000 shares owned by Run Guo, which Run Guo attempted to revoke. Xin Liu, representing Run Guo and chairing the AGM, declared the revocation valid, preventing Yinghe from voting those shares. The dispute arose over whether this revocation was valid and whether Xin Liu's actions were oppressive under the Business Corporations Act.
Legal Arguments/Issues: Yinghe argued that the revocation was invalid under the Swap Agreement and that it was entitled to vote the shares. Yinghe sought relief under sections 227 and 228 of the Act, claiming Xin Liu’s actions were oppressive and breached CCM’s articles. Run Guo contended the proxy was validly revoked, asserting the Swap Agreement’s relevance ended once certain debts were settled.
Court Ruling: The court dismissed Yinghe’s petition, finding no breach of the Act or CCM’s articles. The oppression claim was deemed inadequately supported.
Costs: Costs were awarded to CCM and Run Guo, with the amount to be determined if necessary.
Court
Supreme Court of British ColumbiaCase Number
S241955Practice Area
Corporate & commercial lawAmount
Winner
RespondentTrial Start Date
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