Background:
2059041 Alberta Ltd. (RonCo), a 50% shareholder in Pacific Pro Dive (2019) Ltd., was owned by Ronald Frederick Nelson, who was also a director. The remaining 50% was owned by Beamer Solutions Ltd., represented by Scott and Natalie Fyfe. Pacific, a scuba diving business, was formed in 2019.

RonCo invested $125,000 for 50% of the shares in Pacific. A unanimous shareholder agreement (USA) governed the relationship between the shareholders. The Fyfes, through Beamer, claimed to have invested approximately $260,000, but much of this was overstated. RonCo later loaned Pacific an additional $125,000 (RonCo Loan) in February 2020.

Legal Issues:
The plaintiffs, RonCo and Nelson, alleged the defendants acted oppressively by:

• Transferring $125,000 from Pacific to Beamer shortly after RonCo's investment, breaching the USA by repaying Beamer's shareholder loan without RonCo’s consent.
• Using the RonCo Loan to make a final payment on the original purchase of Pacific Pro Dive's assets, which benefitted the Fyfes personally by discharging a mortgage on their home.

Court’s Findings:
The court held the Fyfes breached RonCo’s reasonable expectations by repaying the shareholder loan and misusing the RonCo Loan, violating section 227 of the BCA.

Damages and Costs:
RonCo was awarded $250,000 in total:

• $125,000 for the shareholder loan.
• $125,000 for its initial investment. Pre-judgment interest and ordinary costs were awarded, but punitive damages were denied.