Executive Summary: Key Legal and Evidentiary Issues

• The plaintiff sought damages for breach of multiple investment and loan agreements personally guaranteed by the defendant.

• Dispute centered on enforcement of a personal guarantee and repurchase obligations related to shares in a private company.

• Defendant argued the matter was unsuitable for summary judgment due to factual ambiguities and overlapping litigation.

• Court found the relevant agreements clear, valid, and enforceable, with minimal factual dispute.

• Plaintiff had already obtained partial relief via an earlier corporate oppression petition but sought the remainder personally from the defendant.

• Summary judgment was granted for damages and solicitor–client costs, rejecting all of the defendant’s defences.

Facts and outcome of the case

The dispute arose between Dan Ni Wu (plaintiff) and Yong Long Li, also known as Jack Li (defendant), following a series of investment and loan arrangements tied to a company called Emme Distribution Inc. The parties had a prior business relationship, and beginning in 2016, the plaintiff loaned the defendant substantial sums with personal guarantees and security over various assets. In 2018, the plaintiff invested in Emme through multiple structured agreements, acquiring up to 45% of the company. These agreements stipulated fixed monthly returns, dividends, and a repurchase mechanism at 8% annual interest.

Despite the formal agreements, the plaintiff claimed she never received the full returns or repurchase amount. After the parties sold the company’s business assets in 2020 for over $7.7 million, the plaintiff expected to receive 45% of the proceeds, minus deductions. Although the defendant initially agreed in principle via email, no binding distribution agreement was finalized. The funds remained in trust, and the plaintiff eventually initiated an oppression petition in 2020 against Emme, resulting in a partial payment to her of approximately $1.08 million.

In the current action, the plaintiff sued the defendant personally to recover the remaining balance under the personal guarantees and agreements. The defendant resisted summary judgment, claiming unresolved factual inconsistencies and interlinked litigation made the case unsuitable for summary disposition. He also asserted defences such as waiver and misunderstanding of the agreements.

The court rejected all of the defendant’s arguments. It found the agreements valid, the facts sufficiently clear, and the emails from March 2020 to constitute adequate notice to trigger the repurchase clause. The court emphasized that this action was distinct from the oppression claim, as the former involved the defendant in his personal capacity.

Justice Sharma granted summary judgment in favor of the plaintiff, awarding her $970,708.39 in damages for breach of contract, plus $275,820.32 in solicitor–client costs pursuant to an indemnity clause. Additionally, costs at Scale B were awarded for the hearing. The court noted the efficiency and proportionality of resolving the matter summarily, as the evidence and legal issues were straightforward and required no credibility findings.