Background:
Eddy Ng Management Services Ltd. (ENMS) and other petitioners held a minority stake in Golden Spigot Pub Ltd. (Golden Spigot), which owned Six Mile Pub Ltd. (Six Mile). The petitioners sought a court order to liquidate Golden Spigot, citing oppression under s. 227 of the Business Corporations Act (BCA) and claiming unfair treatment by the majority shareholders, David Wong and Fanny Ching.

Legal Issues & Arguments:

• The petitioners alleged oppression under s. 227 of the BCA, claiming they were excluded from financial decisions and not given fair value for their shares.
• They argued that Golden Spigot failed to pay dividends or offer transparency, violating their reasonable expectations.
• The respondents countered that the company always operated informally, and no oppression occurred.
• The petitioners also sought liquidation under s. 324 of the BCA, arguing the company functioned as a partnership that had broken down.

Court’s Decision & Award:

• The court dismissed the oppression claim, finding no unfair treatment.
• However, it granted liquidation under s. 324, ruling that Golden Spigot operated as a partnership and had irreparably broken down.
• C.E. Craig & Associates was appointed liquidator.
• The liquidation order was suspended for 90 days to allow negotiations.
• The decision did not specify an award of costs.