Background Facts:
Wenbao Zhang and Angela Guo were the only two directors of 1164429 B.C. Ltd., a company formed to develop three residential properties in Vancouver. Zhang's company, 1168556 B.C. Ltd., and Guo's company, 1152299 B.C. Ltd., each owned 50% of the voting shares. Financial difficulties arose, and Canadian Western Bank initiated foreclosure on the properties. Guo's other company, 1415643 B.C. Ltd., purchased the company’s debt without notifying the shareholders, allowing her to gain control over the properties through a foreclosure process.

Key Legal Issues:
The petitioners claimed Guo acted in an oppressive or unfairly prejudicial manner by concealing her intent to purchase the company's debt and by failing to market the properties after obtaining exclusive conduct of sale. They argued the company was deadlocked, and sought its liquidation and dissolution under the Business Corporations Act. They also sought leave to commence a derivative action, alleging mismanagement and self-dealing by Guo.

Court's Decision:
The court dismissed the oppression claim, finding no substantial harm. Liquidation was delayed for 90 days to allow the parties to resolve the company's affairs. The derivative action and removal of Guo as director were denied.

Costs:
Although Guo was successful, the court did not award costs due to her improper conduct, requiring both parties to bear their own costs.