Executive Summary: Key Legal and Evidentiary Issues

• Petitioner Adam Chan sought an interlocutory injunction to dissolve and wind up a partnership selling martial arts instructional videos online with respondent Cristian Vintila.

• Ownership of the partnership's library content — over 1,200 instructional videos and e-books — is a central dispute, with each party claiming different terms under the 2020 oral agreement.

• Interpretation of the written March 2025 partnership agreement, particularly paragraphs 5 and 9 regarding post-termination profit sharing and continued sales, is at the heart of the legal conflict.

• The court applied the higher "strong prima facie case" threshold because the relief sought was mandatory in nature and would effectively destroy the business before trial.

• Credibility concerns arose regarding Mr. Chan's affidavit evidence, particularly his claim that Mr. Vintila impersonated him in a November 25, 2025 email the court found was authored by Mr. Chan himself.

• Balance of convenience favoured Mr. Vintila, as granting the injunction would cause certain and significant financial harm by ending a business generating around $15,000 USD in monthly revenue.

The partnership and its origins

Ka Yin Chan, also known as Adam Chan, is a martial arts expert specializing in kung fu who has been training in the discipline for decades and has received significant recognition for his skills in the kung fu community. Mr. Chan ran his own in-person martial arts school from 1997 until 2020, when he shut it down due to the Covid-19 pandemic. Cristian Vintila, who has over 20 years of experience in software development, had been Mr. Chan's martial arts student when the two met about 25 years ago, and they became friends. Prior to the pandemic, Mr. Chan's main focus was in-person instruction, but at various points he also offered online video instruction through a website, a YouTube channel and Facebook. Mr. Vintila played a role in these pre-pandemic online endeavours — particularly from 2016 onward, when, as Mr. Chan states in his affidavit, it was Mr. Vintila's idea to ramp up Mr. Chan's online presence for the purpose of making a profit, which is the point at which the endeavour began to attract a significant online following.

Formation of the partnership and the online business

When Mr. Chan ceased in-person instruction at the start of the pandemic, the parties entered into an oral partnership agreement to develop and promote a much more extensive online sales apparatus, with the profits being split equally. Their business centred on a website called adamchankungfu.com, created by Mr. Vintila, which offered a structured online course progressing through six levels, standalone video courses on other martial arts topics, a course on meditation, six e-books, and a forum allowing Mr. Chan to answer questions posed by subscribing students. The website was managed through the Kajabi platform, with revenue also coming in via PayPal, Stripe and Patreon. Mr. Vintila would send all payments to a personal bank account each month, calculate the profit, and then e-transfer 50% of that profit to Mr. Chan. Between 2020 and the summer of 2025, more than 1,200 instructional videos were created for the website, and over 650 demonstration videos were created for the YouTube channel. The business grew from generating about $5,000 per month in 2020 to approximately $22,000 per month by the end of 2025. Mr. Vintila states that between 2023 and 2025 the partnership generated a monthly net profit for each partner of between $8,000 and $15,000. All accounts and platforms — the website, the associated Kajabi account, and all other payment and social media accounts — were registered in Mr. Vintila's name or the name of his company, Vintila Web Solutions Inc., except for the pre-existing YouTube channel, which was registered in Mr. Chan's name. The court accepted Mr. Vintila's undisputed evidence that in the early 2020s, at his suggestion, the parties adopted a monthly subscription model, and that he initially worked full-time in the information technology industry earning about $100,000 per year while dedicating significant time to the partnership, before eventually resigning from his employment to work full-time in the partnership's business.

The written partnership agreement and its key clauses

In March 2025, the parties entered into a written partnership agreement. Mr. Vintila states that the agreement was requested by Mr. Chan, and Mr. Chan does not appear to dispute this contention. The agreement is three pages long and does not appear to be drafted by a lawyer. It contained provisions that became central to the dispute. Paragraph 5 stated that if the partnership ends, the course library "may remain available for sale under the existing structure," and profits will continue to be split 50/50, unless a new written agreement is made. It also provided that neither party may release a modified or derivative version of any course independently without mutual consent. Paragraph 9 stated that all courses produced under the Adam Chan Kung Fu project are considered part of the partnership, and that once any course is released for sale, both parties "will continue to receive their 50% share of profits from that course for as long as it generates income, regardless of whether either partner continues active work on future content." This profit-sharing arrangement applied to all courses created jointly under the agreement unless a new written agreement is made for future projects outside that scope.

The breakdown of the business relationship

In May 2025, Mr. Chan launched a separate website called adamchanlive.com, which he currently uses to teach martial arts and meditation. Mr. Vintila states that he was content to allow Mr. Chan to do so because the partnership's business, by contrast, offered prerecorded courses, and that he provided Mr. Chan with media and logo files from their shared business repository to assist in launching the new site. This evidence was not disputed by Mr. Chan. By July 2025, the parties exchanged emails indicating dissatisfaction with one another. On September 12, 2025, Mr. Chan removed Mr. Vintila's access to the YouTube channel. Mr. Vintila emailed Mr. Chan asking for the new password so that he could upload content. When Mr. Chan did not respond, Mr. Vintila removed Mr. Chan's access to the website and all of the other accounts registered in Mr. Vintila's name or his company, stating that he did this "as a precaution." The following day, September 13, 2025, Mr. Chan's counsel sent Mr. Vintila a letter purporting to terminate the partnership and the partnership agreement, stating that Mr. Chan's differences with Mr. Vintila were irreconcilable and prevented them from working together any further. The letter advised that Mr. Chan would no longer actively be part of the business but would retain all ownership, administrative access and intellectual property in the business's content, online channels and social media accounts, and asked Mr. Vintila to assign control or ownership of the accounts to Mr. Chan. After unsuccessful attempts to negotiate a resolution, on December 17, 2025, Mr. Chan's counsel sent Mr. Vintila's counsel a notice of dissolution of partnership effective immediately, citing s. 35(2) of the Partnership Act, R.S.B.C. 1998, c. 348. Mr. Vintila's affidavit states that the website lost about 16% of its subscribers in October 2025, the month in which Mr. Chan published public statements about Mr. Vintila and directed viewers to adamchanlive.com. This assertion does not appear to be disputed by Mr. Chan.

The petition and application for injunctive relief

On January 23, 2026, Mr. Chan filed a petition in the Supreme Court of British Columbia seeking to dissolve and wind up the partnership, an order prohibiting Mr. Vintila from operating the partnership's business except as necessary to wind it up, an order that Mr. Vintila remove all intellectual property and digital content associated with the business from the public domain, and a declaration that Mr. Chan is the sole owner of all of that property and content. Simultaneously, Mr. Chan filed an application for an interlocutory injunction pending resolution of the petition, seeking substantially the same relief including an order that Mr. Vintila destroy all content and marketing materials used in the business and grant Mr. Chan access to all digital platforms and social media accounts in Mr. Vintila's name used by or for the partnership. On February 23, 2026, Mr. Vintila filed his responses, opposing both the petition and the application. He argued that the relief sought runs contrary to the written partnership agreement, and that granting the injunction would irreparably alter the status quo to Mr. Chan's advantage by destroying the business before the dispute regarding the proper interpretation of the written agreement could be determined. The central disagreement concerned whether the written partnership agreement's provisions — particularly paragraphs 5 and 9 — constituted an "agreement between the partners" within the meaning of s. 35(1)(c) of the Partnership Act, rendering the December 17, 2025 dissolution notice inoperative. Mr. Chan countered that paragraph 5 is not sufficiently certain to be enforceable, as it fails to clarify what it means for a partnership to "end," under what circumstances and for how long the course library "may" remain available for sale, and what constitutes "the existing structure."

The court's analysis under the RJR-MacDonald framework

Justice Layton applied the three-stage test from RJR-MacDonald Inc. v. Canada (Attorney General), 1994 CanLII 117 (SCC), for interlocutory injunctions. At the first stage — assessment of the merits — the court determined that the bulk of the relief sought was mandatory in nature, as it would require Mr. Vintila to take proactive steps to change the status quo, such as winding up the partnership by shutting down all platforms and digital accounts, destroying the library content, operating the business in a manner directed only at winding it up, and transferring all platforms and digital accounts into Mr. Chan's name. This engaged the higher threshold of a strong prima facie case. The court also found that the more demanding standard was justified because granting the order would destroy the business and thus in effect finally resolve at least some of the key disputed issues on the petition. The court found that Mr. Chan failed to meet this standard, noting that Mr. Vintila's response engaged in a fairly extensive analysis of the contract as a whole in light of the factual matrix, while Mr. Chan's notice of petition proffered but a perfunctory analysis, upon which his counsel did not elaborate in oral submissions. The court's conclusion was further supported by its preference for Mr. Vintila's affidavit evidence over that of Mr. Chan in some material respects, given that Mr. Chan filed no evidence in reply. The court noted that had it applied the less demanding test for prohibitory injunctions, it would have concluded, as conceded by Mr. Vintila, that Mr. Chan's claim is not frivolous or vexatious.

Irreparable harm and reputational concerns

At the second stage, Mr. Chan argued irreparable harm based on reputational damage, alleging that Mr. Vintila had falsely advertised to students that Mr. Chan was still active on the platforms and that partnership issues had been resolved; passed himself off as Mr. Chan by fielding questions he was not qualified to answer; distributed promotional materials using Mr. Chan's name, likeness and branding; and shared a misleading statement on the website forum suggesting Mr. Chan left the business for no reason. Mr. Chan argued this impugned conduct could damage his reputation in the field of martial arts, which is the key asset upon which he relies to attract and keep online students and derive his income. However, the court found the evidence wanting. A key email dated November 25, 2025, which Mr. Chan claimed in his affidavit was sent by Mr. Vintila passing himself off as Mr. Chan, was found by the court to have actually been sent by Mr. Chan himself — based on the email's subject line and sign-off moniker suggesting it came from Mr. Chan's new website, its links and references to that website, and its contents as read in light of the student's initial email. The court stated that Mr. Chan's claim to the contrary left it with "some concern regarding his credibility and reliability." The court also found that a forum statement by Mr. Vintila did not materially misrepresent what was happening in the parties' relationship, noting it did not assert that Mr. Chan left the business for no reason but instead said that Mr. Chan decided he no longer liked the original arrangement and chose to leave and start out on his own. Ultimately, the court concluded that Mr. Chan had at best demonstrated only a small risk of irreparable harm to his reputation but, acknowledging that any reputational damage could be incalculable or irreversible and could conceivably result in a permanent loss of market share and actual or potential customers, was prepared to find — though it was a close call — that Mr. Chan had established a risk of irreparable harm.

The ruling and outcome

At the balance of convenience stage, the court found in favour of Mr. Vintila for five main reasons. First, the continued operation of the business by Mr. Vintila created at best a modest risk of harm to Mr. Chan's reputation, and the magnitude of that harm was unlikely to be significant. Second, if the injunction were granted, it was certain that Mr. Vintila would suffer significant financial harm, as the injunction would result in a loss of all subscribers and revenue for many months, and it was highly unlikely the business could thereafter be resurrected as a successful going concern; since Mr. Vintila works full-time at the business and it still produces a fairly significant monthly profit, its destruction would have a substantial detrimental impact on his financial situation. Third, the manner in which the business is currently operated by Mr. Vintila mostly reflects the status quo as it existed immediately prior to Mr. Chan terminating the partnership by means of his counsel's September 13, 2025 letter, and granting the injunction would dramatically alter that status quo by essentially ending the business. Fourth, the court could not say there was a strong likelihood that Mr. Chan would ultimately succeed in proving the allegations in his petition, finding Mr. Vintila's arguments to be more persuasive. Fifth, there was no indication whether either party would be in a position to pay the other any damages awarded, rendering this factor neutral. The court also declined to make a narrower order granting Mr. Chan access to digital platforms for profit-verification purposes, noting that this option arose for the first time at the hearing, that Mr. Vintila had only removed Mr. Chan's access after Mr. Chan had first removed Mr. Vintila's access to the YouTube channel, and most importantly that Mr. Vintila had already provided Mr. Chan with detailed revenue and profit information including screenshots in his affidavit filed February 17, 2026. Mr. Chan's own counsel stated in reply submissions that he did not think Mr. Vintila would stop making the required payments. Accordingly, Justice Layton dismissed Mr. Chan's application for an interlocutory injunction in its entirety. As of January 2026, the website had 221 active paying subscribers generating around $15,000 USD in monthly revenue, with each party having received profits of $13,612 plus GST in December 2025 and $9,354 plus GST in January 2026. No specific monetary amount was awarded or ordered in the decision, as the application was dismissed.