Executive Summary: Key Legal and Evidentiary Issues

• Plaintiff alleged oppression under the OBCA and CBCA due to exclusion from corporate decisions and lack of financial transparency.

• Disputed financial transactions involved over $1.6 million in unexplained payments to a related entity, Wonder-Lam.

• Shareholder agreement violations surfaced after the unauthorized sale of Tasteco and Famijoy supermarkets.

• Defendants failed to comply with court orders, including those requiring cross-examinations and retention of counsel.

• Affidavits filed by Defendants were challenged due to their non-compliance with prior judicial directions.

• No winner on the motion—summary judgment was denied due to complex factual disputes and the need for trial to resolve credibility and evidentiary issues.

Background of the investment and business relationship

The plaintiff, Tianyu Li, was approached in 2017 by Zhonggui Lin (also known as Gordon Lin) with a proposal to invest in Tasteco Supermarket. Based on promises of annual returns ranging from 14.5% to 20%, Li invested $500,000 in January 2018 in exchange for a 22.7% ownership stake. The written agreement was signed with Gordon Lin and Lan Lin (Leona Lin). At the time, they were the only shareholders and directors of Tasteco.

Allegations of oppression and mismanagement

Following the investment, Li alleged that he was excluded from access to financial records and corporate decision-making. He received no dividends and was told that all profits were reinvested into opening a second supermarket—Famijoy. Li further claimed he was unaware of major financial transactions, including over $1.6 million in payments to Wonder-Lam International Trading Corp., a company controlled by Lin’s wife. The legitimacy of these transfers was disputed, with explanations ranging from supplier payments to rental fees.

Breakdown of the relationship and legal steps

By 2022, tensions escalated when Li was suspended from involvement in Famijoy’s operations and later barred from its premises by police call. Efforts to obtain corporate financials were repeatedly ignored. In 2024, Tasteco was sold without shareholder approval or required disclosures. Despite a shareholder resolution to delay any sale pending financial disclosure, the transaction proceeded in secret. Shortly thereafter, Famijoy was also sold, again without notice to Li and in direct contravention of a prior court order issued by McKelvey J.

Court’s handling of non-compliance and procedural misconduct

The Defendants ignored multiple procedural requirements, including refusal to attend court-ordered cross-examinations and failure to retain independent corporate counsel. Their former counsel sought to be removed due to a conflict of interest but made no substantive arguments at the summary judgment hearing. Li applied to strike the affidavits of two Defendants due to this non-compliance.

Ruling on the summary judgment motion

Justice Charney ultimately dismissed the summary judgment motion. Despite serious procedural breaches and the Plaintiff’s extensive affidavit evidence, the judge emphasized that the dispute was factually complex, spanned over six years, and contained conflicting evidence that could not be fairly resolved without a full trial. The absence of expert testimony further undermined the court’s ability to draw conclusive findings on financial matters. Striking the affidavits would still leave unresolved factual disputes that required trial-level scrutiny.

Next steps and impact on litigation

The case will now proceed to trial. Justice Charney declined to impose immediate consequences for the Defendants’ procedural violations but left open the possibility of cost or evidentiary consequences at a later stage. Costs of the motion were reserved to the trial judge, with the court noting that the evidentiary groundwork laid through this motion would benefit both parties as the proceedings continue.