Executive Summary: Key Legal and Evidentiary Issues

• Dispute centers on whether a closely-held corporation may be self-represented by its beneficial owner.

• Plaintiff corporation seeks $50 million in damages for oppression and conspiracy against majority shareholders and affiliated entities.

• Defendants argued the proceedings should be stayed until the plaintiff corporation retains legal counsel.

• Multiple overlapping claims and procedural irregularities complicated the litigation record.

• Court analyzed whether self-representation met the “necessary and proper” test under Venrose and related jurisprudence.

• Proceedings were conditionally stayed pending proof of corporate ownership to confirm self-representation rights.

Facts and outcome of the case

This case arises from a series of legal disputes initiated by 2538520 Ontario Limited (“253”), a closely-held corporation allegedly controlled by Rong Kai Hong, a minority shareholder in Eastern Platinum Limited (“EPL”). Mr. Hong and 253 filed several legal proceedings in British Columbia and Ontario following a failed attempt by Mr. Hong to gain control of EPL’s board of directors in 2016. These proceedings include the 2020 Oppression Action (S201427), the 2024 Great Wall Action (S244818), and the 2025 Great Wall Petition (S252308), all targeting EPL, its directors, and associated companies.

The core allegations span claims of shareholder oppression, conspiracy, and breach of fiduciary duty, particularly in relation to EPL’s governance, share transactions, and a series of deals with Great Wall Enterprise Inc. Mr. Hong also challenged the legitimacy of EPL’s board decisions and business practices, and filed these claims largely without legal counsel, purporting to represent both himself and 253.

EPL and other defendants applied to the court for an order staying the proceedings until 253 retained a lawyer, arguing that a corporation may not be represented in court by a non-lawyer, even if that individual is a shareholder or officer. They emphasized that Mr. Hong lacked standing to appear on behalf of 253, citing procedural irregularities and abuse of process through duplicative claims and unauthorized pleadings.

The central legal issue was whether Mr. Hong, as a self-represented litigant, could also represent 253 without the corporation retaining counsel. The court reviewed the common law on the right of audience, particularly the “necessary and proper” test from Venrose Holdings Ltd. v. Pacific Press Ltd. and its interpretation in subsequent cases. The court found Mr. Hong’s conduct—including the filing of overlapping and improperly amended claims—problematic and potentially improper.

Despite finding that Mr. Hong did not meet the “necessary and proper” threshold, the court ultimately concluded it was not empowered to compel legal representation for 253, provided it is wholly owned and controlled by Mr. Hong. This conclusion was influenced by the Supreme Court of Canada’s endorsement of self-representation rights in Pintea v. Johns, which suggests courts should promote access to justice and allow parties to represent themselves where feasible.

The judge therefore dismissed the defendants’ application to compel 253 to retain legal counsel, but issued an interim stay of the proceedings. The stay will remain in place until Mr. Hong files an affidavit confirming that he is the sole legal and beneficial owner of 253. The affidavit must address discrepancies in corporate records that list other individuals as directors and officers.

No damages were awarded in this ruling. The court ordered that the costs of the application be “in the cause,” meaning they will be determined at the conclusion of the broader litigation.