IN THE SUPREME COURT OF BRITISH COLUMBIA  
Citation:  
Ai Kang Yi Yuan Enterprises Corp. v.  
1098586 B.C. Ltd.,  
2022 BCSC 1416  
Date: 20220817  
Docket: S1812818  
Registry: Vancouver  
Between:  
And  
Ai Kang Yi Yuan Enterprises Corp.  
Plaintiff  
1098586 B.C. Ltd.  
Defendant  
and –  
Docket: S194361  
Vancouver Registry  
Between:  
And  
AK (007) GP Management Ltd. and  
AK 007 Limited Partnership  
Plaintiffs  
Wang Dong,  
Ai Kang Yi Yuan Enterprises Corp., and  
1072709 B.C. Ltd.  
Defendants  
Before: The Honourable Justice Marzari  
Reasons for Judgment  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
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Counsel for Wang Dong,  
Ai Kang Yi Yuan Enterprises Corp., and  
1072709 B.C. Ltd.:  
S.K. Boyle  
D.J. Urquhart  
P.J. Palmer  
Counsel for 1098586 B.C. Ltd.,  
AK (007) Management Ltd., and  
AK 007 Limited Partnership:  
R.W. Cooper, Q.C.  
S.J. Foweraker  
S.F. Browning  
Place and Dates of Trial:  
Vancouver, B.C.  
May 30-31, June 1-3, 6-10, 13-16, 2022  
Place and Date of Judgment:  
Vancouver, B.C.  
August 17, 2022  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
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Table of Contents  
INTRODUCTION ....................................................................................................... 4  
BRIEF CONCLUSION............................................................................................... 7  
BACKGROUND FACTS AND FACTUAL FINDINGS............................................. 10  
The Relevant Parties............................................................................................ 16  
The Formation of AKC.......................................................................................... 17  
The Deposits ........................................................................................................ 22  
Foreign Buyers’ Tax: Summer 2016..................................................................... 23  
Dr. Wang’s Investments in the Properties ............................................................ 25  
The Renfrew Street Project (Fund 6).................................................................... 26  
Fall 2016............................................................................................................... 28  
December 5 Document ........................................................................................ 32  
The Immediate Context of the December 5 Document ........................................ 35  
Subsequent Conduct............................................................................................ 41  
IS THE DECEMBER 5 DOCUMENT A BINDING CONTRACT? ............................ 56  
A. Did the Parties Intend to be Bound? ............................................................. 60  
Position of the Parties....................................................................................... 60  
Determination ................................................................................................... 62  
B. What were the Essential Terms of the December 5 Document, and were they  
Sufficiently Certain? ............................................................................................. 68  
Position of the Parties....................................................................................... 68  
Determination ................................................................................................... 70  
Parties to the Contract................................................................................... 73  
Shares vs. Property Transfer ........................................................................ 78  
Timing of Conveyance................................................................................... 80  
Management Structure.................................................................................. 82  
C. Was There an Express or Implied Term of a Condition Precedent that  
Dr. Wang Control the Partnership? ...................................................................... 86  
Position of the Parties....................................................................................... 86  
Determination ................................................................................................... 88  
REMEDIES.............................................................................................................. 91  
Position of the Parties....................................................................................... 91  
Determination ................................................................................................... 92  
CONCLUSION......................................................................................................... 94  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
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INTRODUCTION  
[1]  
This is a trial of two actions concerning five lots (the “Properties”), which are  
part of an ongoing land assembly in the 400 block of Alder and East 1st Streets in  
North Vancouver (the “Land Assembly”). As shown on Schedule 1, there are  
approximately 39 separate residential lots on these blocks; the Properties are five of  
those 39 lots.  
[2]  
The general objective of the Land Assembly is to consolidate the 39  
residential lots, and a portion of the facing roads, into two large lots, one of which will  
accommodate a high-density development featuring multi-unit residential buildings,  
and one of which will be held by the City of North Vancouver for its own purposes,  
including park land and affordable housing. A partnership, consisting of both a  
general partner, AK (007) GP Management Ltd. (“GP7”), and a limited partner, AK  
007 Limited Partnership (“LP7”), was formed for this purpose. Ms. Qun (Iris) Zhao is  
the sole director of GP7. I will refer to GP7 and LP7 as the Partnershipwhere I am  
not drawing a distinction between them. This project and partnership is also referred  
to by the parties as “Fund 7”.  
[3]  
In action S-194361, the Partnership sues Ai Kang Yi Yuan Enterprises Corp  
(“AKYE”), AKYE’s wholly owned subsidiary 1072709 B.C. Ltd. (“107 Co.”), and  
AKYE’s principal and controlling mind, Dr. Dong Wang (together the “Wang  
Parties”), for specific performance of what it says is a contract wherein one or all of  
the Wang Parties agreed to invest their interest in the Properties into LP7. This  
includes $1.18 million in deposits paid by AKYE (the “Deposits”) on four of the  
Properties, namely 475 Alder Street (“Lot 35”), 443 East 1st Street (“Lot 9”), 447 East  
1st Street (“Lot 10”), and 453 East 1st Street (“Lot 11”) (the “Deposit Properties”), and  
the title of the fifth property located at 473 East 1st (“Lot 15”) currently held by  
107 Co. I will refer to this action as the Specific Performance Action”.  
 
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[4] In response to the Specific Performance Action, the Wang Parties say that  
there was no such contract, but, at most, an agreement to agree with uncertain  
terms.  
[5]  
In action S-1812818, AKYE seeks declaratory and equitable relief that it is  
entitled to an interest in the Deposit Properties commensurate with its Deposits on  
those Properties. Because AKYE says that it did not enter into a contract for units in  
LP7 in exchange for these Deposits, it argues that it is entitled to a resulting trust or  
a constructive trust over the Deposit Properties, or damages in lieu for its  
contributions. This claim is against the current corporate owner of those properties,  
1095856 B.C. Ltd. (“109 Co.”), a corporate entity that was created for the purposes  
of the Land Assembly. I will refer to this action as the Deposit Action”.  
[6]  
In response to the Deposit Action, 109 Co. says that AKYE paid the Deposits  
for the purpose of acquiring the Deposit Properties for the Land Assembly. 109 Co.  
relies on the same document relied upon by the Partnership in the Specific  
Performance Action to say that AKYE contracted for units in LP7 in compensation  
for its contributions to the Deposit Properties.  
[7]  
At the heart of the dispute in both actions is whether a document signed by  
Ms. Zhao and Dr. Wang on December 5, 2016 (the “December 5 Document”)  
created a binding contract between the various parties, or whether it is merely a  
letter of intent, with no binding effect.  
[8]  
The parties agree that if the December 5 Document is not a binding contract,  
then AKYE has invested $1.18 million in the Partnership (specifically 109 Co.)  
without compensation. On the other hand, if the December 5 Document is a binding  
contract, then AKYE is not entitled to compensation (beyond the LP7 units agreed to  
in that Document), and AKYE, 107 Co., and/or Dr. Wang are in breach of the  
requirement to transfer Lot 15 to the Partnership. The remedies available to the  
parties, including whether AKYE would be entitled to a resulting trust over the  
Deposit Properties, or the Partnership would be entitled to specific performance to  
require the transfer of Lot 15 to the Partnership, are also at issue.  
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[9] Also before me is a counterclaim brought by the Wang Parties for return of  
$700,000 of a $1.458 million mortgage taken out against Lot 15 and used by the  
Partnership for its own purposes. If the December 5 Document is valid, the  
Partnership would be entitled to keep those mortgage monies (and the associated  
debt). However, if it is not a valid agreement, the Partnership would be required to  
repay those funds to 107 Co.  
[10] For convenience, I will refer to GP7 and LP7 (who are the plaintiffs in the  
Specific Performance Action) and 109 Co. (who is the defendant in the Deposit  
Action) together as the Partnership Parties”. They were represented by the same  
counsel in the actions before me, and I am satisfied on the representations made on  
behalf of 109 Co., that 109 Co. acknowledges that it is contractually obligated to  
assign its interests in the Deposit Properties to the Partnership upon request. The  
interests of 109 Co. and the Partnership are therefore aligned in these two actions.  
[11] I should also note that these two actions are not the only actions that engage  
the interests of the various parties to this litigation. In particular, I am aware of action  
S-1812177 in this Court, in which Ms. Zhao and her closely held company sue  
persons and corporations associated with the Wang Parties in oppression, and  
those parties counterclaim against Ms. Zhao and others for damages for breach of  
duty, conversion, conspiracy, and other claims, in relation to the management of the  
Partnership, and other projects these parties were involved in (the “Oppression  
Action”). Before this trial was commenced, the Wang Parties brought two  
applications in chambers to consolidate the Oppression Action with the two actions  
before me, both of which applications were unsuccessful.  
[12] Cognizant of these outstanding issues and actions, I have sought to limit my  
findings to the matters that are necessary to resolve the two actions before me,  
including whether the December 5 Document is a binding contract. While the factual  
context leading to the signing of the December 5 Document in 2016 is relevant to  
this determination, as is the subsequent conduct of the parties in 2017, I note that  
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this Court received substantial testimonial evidence from both witnesses that, while  
important to them, was only tangentially relevant to the two Actions before me.  
[13] The contested issues that I must determine are as follows:  
1) Is the December 5 Document a binding and enforceable contract?  
(a)  
(b)  
Was there a mutual objective intention to contract?  
If there was an intention to contract, what are the essential terms  
of the agreement and are they sufficiently certain?  
2) If the December 5 Document did create an enforceable contract, was it an  
express or implied condition of that contract that Dr. Wang directly or  
indirectly control GP7?  
3) If the December 5 Document was not an enforceable contract, is AKYE  
entitled to compensation in relation to the Deposits, and if so, is AKYE  
entitled to a resulting trust, constructive trust, or damages?  
4) If the December 5 Document was not an enforceable contract, are the Wang  
Parties entitled to return of the $700,000 in mortgage funds advanced to the  
Partnership against Lot 15?  
5) If the December 5 Document was an enforceable contract, is the  
Partnership entitled to specific performance of the December 5 Document?  
BRIEF CONCLUSION  
[14] At the heart of the issues before me as they were refined and argued at trial,  
is the question of whether Dr. Wang’s control of the Partnership, through control of  
GP7, was a necessary or essential term of any agreement on his part to transfer his  
corporate interests in the Deposits and Lot 15 to the Partnership in exchange for  
units in LP7. The Wang Parties argue that it was, and that the uncertainty of the GP7  
share structure when Dr. Wang signed the December 5 Document, together with the  
language of that document, indicate that it was no more than a preliminary  
 
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agreement without contractual intention or effect, until the Partnership structure had  
been determined and the relevant documents prepared and signed. Alternatively,  
they argue that Dr. Wang’s direct or indirect control of GP7 was a condition  
precedent of the December 5 Document.  
[15] The Partnership Parties concede that the GP7 management and ownership  
structure was still developing at the time of the December 5 Document, but say that  
this uncertainty did not undermine the parties’ objective intention to enter into this  
document as a binding contract. They say that the share structure of GP7, and the  
ultimate positioning of the Wang Parties’ interests in it, was not essential to the  
December 5 Document. Instead, they say that the December 5 Document  
established the preservation and valuation of Dr. Wang’s contributions to the Land  
Assembly in exchange for units in the LP7 at a time when Dr. Wang might otherwise  
have lost them altogether. They say that the additional formal documents required to  
give effect to the agreements made in the December 5 Document were not required  
to establish the essential terms of the contract, which were contained within the  
December 5 Document itself.  
[16] Ultimately, the parties’ objective intentions when they signed the December 5  
Document, including what terms were essential to that document, is a question to be  
determined on the evidence before me at trial. For the reasons that follow, I find that  
the evidence establishes that the December 5 Document is a manifestation of the  
objective intention of Dr. Wang (and two of the companies he controlled, AKYE and  
107 Co.) and Ms. Zhao on behalf of GP7, to agree on the preservation and valuation  
of the Wang Parties’ contributions to the Land Assembly through the investment of  
the Deposits and Lot 15 into the Partnership, in exchange for a favourable number of  
units in the anticipated LP7.  
[17] At the time of this agreement, the registration of LP7 was in preparation but  
not completed, and the ultimate share and control structure of GP7 was  
undetermined. In another case, this lack of certainty might lead to the conclusion  
that the parties did not objectively intend to contract, or that essential terms were  
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uncertain. However, I find that the evidence in this case establishes the opposite: the  
parties objectively intended to contract on the basis of the information known to them  
at the time, and that the formal registration of LP7, the wording of the share  
subscription agreement, the timing of the exchange, and the ultimate share structure  
of GP7, were not essential to their agreement at that time.  
[18] The evidence also establishes that at some point after the December 5  
Document was signed, in late January 2017, the business relationship between  
Dr. Wang and Ms. Zhao broke down, and that the high level of trust Dr. Wang had  
placed in Ms. Zhao to manage and execute the Land Assembly through December  
2016 was replaced with anger and suspicion. Although the Wang Parties’ counsel  
suggest that this was because Dr. Wang learned in January 2017 that his company  
was not a named shareholder of the nascent GP7, I find that this theory was not  
established by the evidence. I am unable to determine the specific reason for  
Dr. Wang’s change of heart on the evidence before me.  
[19] Starting in February 2017, the partiesactions are coloured by this  
relationship breakdown, and I find that disagreements (and agreements) regarding  
the management of the Partnership after that date are generally not reliable  
evidence of the parties’ intentions in December 2016. In any event, the Wang  
Parties do not point to anything substantive in the formal documentation prepared by  
corporate counsel and contemplated by the December 5 Document about which  
there is any controversy. Dr. Wang was clear that his reasons for not signing those  
further documents were not because he disagreed with their contents (which he did  
not review), but because, by June 2017, he was discontent with Ms. Zhao and her  
handling of the deal itself.  
[20] Ultimately, I find that in signing the December 5 Document, the parties  
objectively intended to create a binding contract, and that the essential terms of that  
document, although imperfect in their expression, are sufficiently certain. They  
require the Wang Parties to transfer Lot 15 to the Partnership in exchange for the  
agreed-upon number of units in LP7. I also find that Lot 15 is unique in the sense  
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that this lot is essential to the purposes of the Land Assembly, and that an order of  
specific performance is warranted in this case.  
BACKGROUND FACTS AND FACTUAL FINDINGS  
[21] The parties helpfully entered as evidence an agreed statement of facts  
that sets out material information regarding the parties, their related directors,  
shareholders, and corporations, and background facts. The parties also entered,  
by way of agreement, uncontroversial conveyancing and corporate documents.  
[22] With respect to the remaining factual issues, the parties tendered substantial  
documentary evidence and the testimony of two witnesses: Dr. Wang (on behalf  
of the Wang Parties) and Ms. Zhao (on behalf of the Partnership Parties), both of  
whom testified with the assistance of Mandarin interpreters. Many of the documents  
in evidence, including the December 5 Document, were provided in translation from  
Mandarin.  
[23] It has been noted by this Court in Liu v. Westport Motor Cars Ltd.,  
2018 BCSC 2127 at para. 18 that interpretation adds complexity to the task of the  
trier of fact:  
[18]  
Many documents were produced from China. They were translated  
into English by certified translators. Some were translated more than once, by  
different certified translators, with different results. In other cases, counsel for  
Ms. Liu, counsel for Mr. Chen, and Mr. Chu, all of whom speak Mandarin as  
their first language, agreed on a different interpretation from what was  
certified, and counsel for Westport went along with them. I am left with the  
impression that Mandarin is highly nuanced and context-dependent language  
that is susceptible of different reasonable interpretations. This makes the fact-  
finding process more difficult than usual.  
[Emphasis added.]  
[24] Due to the nuanced, context-dependent nature of Mandarin, I have  
considered the whole tenor of the evidence and of each document before making  
findings with respect to it: Liu at para. 39; Fu v. Zhu, 2018 BCSC 9 at para. 40.  
[25] In this case, it became clear at trial that the testimonies of Dr. Wang and  
Ms. Zhao were likely affected by translation difficulties. Dr. Wang, in particular,  
 
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had difficulty expressing evidence that was specific to a particular time or place.  
His answers gave the strong impression that he was frequently testifying about his  
current state of mind and knowledge, rather than providing evidence of what he  
knew or believed at a particular time. Whether because of translation issues, lack of  
recollection, or evasiveness, Dr. Wang provided little reliable testimony specific to  
the time of signing the December 5 Document.  
[26] I have given Dr. Wang the benefit of the doubt in relation to potential  
translation errors based on the context of questions and his answers. Nevertheless,  
it was apparent from his testimony that he had little to no independent recollection of  
the events leading up to the December 5 Document or those that immediately  
followed. Throughout his evidence, Dr. Wang repeatedly stated that he could not  
remember key events. He relied almost entirely on the documentary record, often  
reviewing the records before providing an answer, and stating that the documents  
were more reliable than his own recollection. He even challenged the propriety of  
questions that suggested he might know something not contained in those records.  
He accepted propositions that were supported by those records, but I find that he  
had little recollection of events or his own state of mind, beyond those records.  
[27] His frequent response to questions that relied upon his own memory was that  
he was a very busy man managing multiple companies and billions of dollars in  
assets. He suggested that events and decisions relating to hundreds of thousands  
of dollars that are critical to these actions were not significant enough for him to  
remember, stating that details like this one [were] not that important to me. For  
example, it’s like, if you can make $100,000 a month, would you worry about  
spending one dollar on an item?” He provided other similar explanations for his lack  
of recollection. Often, he would not answer questions posed to him, or would answer  
a question by asking counsel his own (often rhetorical) question. He appeared to  
understand his testimony as a debate, rather than an exposition of factual  
information. He needed repeated reminders that the Court was relying upon his  
evidence and recollection of events.  
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[28] After six days of testimony, my impression is that Dr. Wang has little  
independent recollection of the events of 2016 other than those surrounding the  
public launch of the company that represents his corporate brand in Canada:  
Ai Kang Capital (AKC).  
[29] I find that throughout 2016, Dr. Wang relied on Ms. Zhao to manage his  
investments in Canada and has almost no independent recollection, beyond very  
broad strokes, of his financial position at that time, the investments he approved,  
how they were funded, or their structure. He could not provide specific evidence  
(other than accepting the content of documents he often could not independently  
recall) of critical events, including what he signed, when, or why.  
[30] Dr. Wang was also unable to describe precisely why or when he ceased to  
trust and rely on Ms. Zhao as the Chief Executive Officer (“CEO”) of AKC. I find that  
Dr. Wang’s evidence was coloured by his conviction that Ms. Zhao had stolen from  
him. He now believes that Ms. Zhao took the equity in the corporations she directed  
and held on behalf of AKC, and later the Partnership, for herself, and misstated his  
financial contributions to the Land Assembly. The evidence before me does not  
support these beliefs. First, the evidence does not support the allegation that  
Ms. Zhao treated the share equity in the corporate vehicles she created on behalf of  
the Land Assembly and the Partnership as her own, though she held shares in her  
own name pending agreements and resolutions on share structure. Second,  
Ms. Zhao’s accounting of Dr. Wang’s contributions to the Land Assembly is  
supported by the evidence, including the agreed statement of facts entered as  
evidence in these actions. Unfortunately, Dr. Wang’s convictions about the truth of  
these false allegations affected his ability to provide clear or useful evidence about  
Ms. Zhao’s actions or related events throughout 2016 and the first half of 2017.  
[31] This is not to say that Dr. Wang was dishonest, or that he was not making  
an effort to tell the Court the truth. Dr. Wang clearly values honesty and integrity,  
which the Court appreciates. He also greatly values his reputation, and views his  
investments and business activities as altruistic. Generally, I accept that Dr. Wang  
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strove to tell the truth from his perspective, albeit filtered through his own sense of  
what was important for the Court to know, and limited by his lack of recollection.  
[32] The Wang Parties argue that Ms. Zhao’s testimony was equally  
argumentative, unhelpful, and incomplete. They concede that Dr. Wang did not have  
a clear recollection of many of the key events of 2016 and 2017, but say that he  
honestly acknowledged this and that it is understandable given that he was in China  
for most of that period. They say that Ms. Zhao should have had a more complete  
recollection of these events than she provided at trial, and that she gave inconsistent  
and exaggerated evidence. They also argue that Ms. Zhao has a good grasp of  
English, and used an interpreter to maximize her opportunity to give evasive,  
misleading, and confusing answers.  
[33] For the most part, I found Ms. Zhao’s testimony to be both reliable and  
credible. Her small gaps in memory, for example around the timing of the  
incorporation of 107 Co., were understandable and not self-serving. She was  
somewhat scornful when asked about Dr. Wang’s sense of importance and altruism,  
but this was nothing compared to the slurs and accusations he leveled against her in  
court. More importantly, I find that this did not affect my ability to rely on her  
evidence on relevant points.  
[34] The Wang Parties also say Ms. Zhao was inconsistent in her evidence on  
whether the Land Assembly was an “AKC project” and gave confusing evidence  
about her and Dr. Wang’s respective roles in AKC.  
[35] I find that both witnesses lacked clarity as to their respective roles and  
responsibilities to the various corporations they directed, held, or were employed by.  
Dr. Wang, for example, made little distinction between the corporate entities he  
controlled (like AKYE) or partially controlled (like AKC) and himself, particularly when  
it came to the source and destination of his funds. For Dr. Wang, his money is his  
money, regardless of the corporate vehicle it came from or landed in. My findings  
frequently reflect this ambiguity in the evidence, and where I cannot determine on  
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the evidence the corporate vehicle through which Dr. Wang made any particular  
investment, I have simply found that Dr. Wang made the contribution.  
[36] Ms. Zhao acted as the CEO of AKC and the director and sometimes the  
shareholder of a number of corporate vehicles, many that she originally created as  
CEO of AKC, including 107 Co., 109 Co., and GP7. No attempt was made at this  
trial to reconcile the various obligations arising from these various corporate roles.  
Ultimately, Ms. Zhao generally assigned the shares in these corporate vehicles to  
other shareholders, largely based on who invested in them (I will address the  
specific circumstances of GP7 below). While Ms. Zhao had a better understanding of  
the distinction between these corporations and their purposes than Dr. Wang, her  
various corporate roles overlapped at times, and it appears that she also was  
frequently asked to manage Dr. Wang’s investments outside of AKC-related  
business as well. It is also apparent that Ms. Zhao and Dr. Wang clearly had very  
different ideas of what a CEO and a corporate director does.  
[37] However, I do not consider that these areas of confusion render Ms. Zhao’s  
evidence unreliable or non-credible overall. Although I did not accept Ms. Zhao’s  
testimony on every point, I did find her evidence to be generally reliable.  
[38] As to the manner of Ms. Zhao’s testimony, I rejected the Wang Parties’  
application to require Ms. Zhao to testify without an interpreter, because I accepted  
the many authorities that recognize that, in the absence of establishing bad faith,  
witnesses are entitled to testify in court in their mother tongue: see for example  
Anand v. Anand, 2016 ABCA 23 at paras. 1820; Jahanian v. Jahanian, 2021 BCSC  
1890 at para. 53; R. v. Tran, [1994] 2 S.C.R. 951. In this case, Ms. Zhao  
acknowledged that she had strong English language skills and could understand  
approximately 80% of dealings in English, but she nonetheless wanted the benefit of  
a Mandarin interpreter in court “where every word counts”. I did not consider the few  
occasions where Ms. Zhao provided further clarification of her Mandarin answer  
after hearing it in English to indicate that she was using interpretation to evade,  
mislead, or fabricate her answers. Overall, I considered Ms. Zhao was concerned  
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with completeness and accuracy on these occasions and was not using the  
interpretation service to manipulate her evidence or mislead the Court.  
[39] Ultimately, I find that both parties were seeking to be honest with the Court,  
and would make admissions against interest because they each understood their  
duty to the Court in this respect. However, Ms. Zhao was significantly more  
responsive to the questions put to her, and I find that her recollection of the relevant  
events of 2016 and 2017 is far clearer.  
[40] I am cognizant of the factors, oft cited from cases including Bradshaw v.  
Stenner, 2010 BCSC 1398 at para. 186, Faryna v. Chorny, [1952] 2 D.L.R. 152  
(B.C.C.A.) at para. 356, and others, regarding the assessment of credibility of  
witnesses. In this case, the matter is more of one of reliability. As was stated in  
R. v. H.C., 2009 ONCA 56:  
[41]  
Credibility and reliability are different. Credibility has to do with a  
witness's veracity, reliability with the accuracy of the witness's testimony.  
Accuracy engages consideration of the witness's ability to accurately  
i.  
observe;  
recall; and  
recount  
ii.  
iii.  
events in issue. Any witness whose evidence on an issue is not credible  
cannot give reliable evidence on the same point. Credibility, on the other  
hand, is not a proxy for reliability: a credible witness may give unreliable  
evidence: R. v. Morrissey (1995), 22 O.R. (3d) 514, at 526 (C.A.).  
[41] Where there is a conflict between Dr. Wang and Ms. Zhao’s evidence,  
I generally prefer the evidence of Ms. Zhao because it is more complete and reliable.  
I also rely on the available documentary evidence as to what the parties knew and  
communicated at the relevant times.  
[42] I will now set out my factual findings, relying on my assessment of the  
reliability of the testimony before me, together with the agreed facts and  
documentary evidence.  
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Page 16  
The Relevant Parties  
[43] Dr. Wang was born in China, where he initially studied urban planning. In the  
late 1990s, he invested in a number of highly profitable high-rise buildings in Beijing.  
In the early 2000s, he invested some of his profits in a private hospital in China. He  
has since pursued further business opportunities, investments, and a doctorate in  
hospital management in China. He indicated at trial that he prefers to be addressed  
as Dr. Wang as a result of his education. In 2013, his daughter was born in  
Vancouver and he moved to Vancouver.  
[44] Dr. Wang’s companies in China are under the umbrella of the Ai Kang Group  
and “Ai Kang” is the brand used by Dr. Wang’s companies throughout the world.  
“AK” is included in the name of several companies in this litigation, including AKYE,  
AKC, GP7, and LP7.  
[45] AKYE is a BC company incorporated on March 3, 2015. It is the primary  
corporate entity through which Dr. Wang makes investments in Canada. Dr. Wang  
and his wife, Yun Shi, are current directors of AKYE. The sole shareholder of AKYE  
is Love and Health Venture Capital Co., a company which Dr. Wang also indirectly  
controls. While AKYE’s articles were not in evidence and there was little direct oral  
evidence on this issue, in their agreed statement of facts, the parties agree that  
AKYE is controlled by Dr. Wang. In his evidence, Dr. Wang made little or no  
distinction between his own decisions and investments, and those of AKYE.  
[46] Ms. Zhao was also born in China. She received a Bachelor of Arts from  
Shanghai Maritime University in 1997, followed by a Masters in Business  
Administration (“MBA”) from Fudan University in China. After graduation, she worked  
in China in mergers and acquisitions and overseas investments. She worked for  
Citic Group, the largest financial group in China, and afterwards she worked for one  
of the largest private companies in China on fundraising and overseas investments.  
[47] In 2011, Ms. Zhao, her then-husband, and their three-year-old son  
immigrated to Canada to live in Vancouver, where Ms. Zhao and her son have  
resided ever since. In Vancouver, she developed her professional network, worked  
 
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at a small investment bank, and obtained another joint MBA from Queens and  
Cornell Universities. By 20132014, Ms. Zhao had developed an investment  
management business, identifying, advising, and managing real estate investment  
opportunities largely for wealthy Chinese clients interested in investing in Vancouver.  
[48] Ms. Zhao and Dr. Wang first met in 2013, at an event for Fudan University  
alumni in Vancouver. She advised him on an acquisition of a commercial property at  
No. 3 Road, Richmond. I accept Ms. Zhao’s evidence, over Dr. Wang’s, that she  
assisted with the entire acquisition process, including price analysis and negotiation,  
and arranging financing, including a vendor take-back mortgage. Ms. Zhao also  
advised Dr. Wang of an investment opportunity with respect to an apartment building  
on Yew Street in Vancouver in which she had made the initial deposit, and Dr. Wang  
decided to be the sole investor.  
The Formation of AKC  
[49] I accept Ms. Zhao’s evidence that in early 2015 she was preparing to  
incorporate her own investment management company. Ms. Zhao testified that  
Dr. Wang proposed that he would provide the initial capital and logistical support,  
and allow Ms. Zhao to concentrate on the business operations, if she joined him as  
a partner and CEO in a new AK company based in VancouverAKCinstead of  
starting her own company.  
[50] Dr. Wang testified that he had decided to set up AKC as the Canadian  
flagship of his AK brand, and that he hired Ms. Zhao as its CEO for $10,000 per  
month. He also testified that he gave her 40% equity in AKC as an incentive for her  
to work hard for him and to not work for others. At trial, he did not consider Ms. Zhao  
to be a partner in AKC; it was his money, his office, and he owned and controlled the  
company. Ms. Zhao was simply helpful in translating things and dealing with daily  
operations.  
[51] The corporate records show that AKC was incorporated in October 2015,  
with Ms. Zhao and Dr. Wang as equal shareholders. By that time, Ms. Zhao had  
identified at least two investment opportunities that Dr. Wang had decided to invest  
 
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heavily in: No. 3 Road and Yew Street. In addition, I find that Ms. Zhao had not been  
compensated for her ongoing work on the Yew Street project and received an initial  
$10,000 consultation fee for her work on the No. 3 Road acquisition. During this  
time, she was also receiving approximately $6,000 per month on retainer for the  
Fudan Alumni Association and others.  
[52] In light of all of the evidence, I find that Dr. Wang and Ms. Zhao were both  
jointly interested in forming AKC and each brought something of value to what was  
initially a shared enterprise. Dr. Wang provided seed capital, and was interested in  
having a vehicle to make investments, an AK corporate presence and office in  
Vancouver, and an accomplished CEO in Ms. Zhao to run it. Ms. Zhao was attracted  
by Dr. Wang’s offer to provide the office and seed funding, and was prepared to  
forego 100% ownership of her own company because “50% of a large cake is better  
than 100% of a small cake”.  
[53] I find that AKC’s share structure changed between October 2015 and  
January 1, 2016 when Dr. Wang asked Ms. Zhao to bring in his friend, Mr. Patrick  
Chen, as a 20% owner, with Dr. Wang and Ms. Zhao each contributing 10% of their  
AKC shares. In the end, Mr. Patrick Chen only received 10% of the shares of AKC  
and he received them from Ms. Zhao’s half-interest in AKC. Although Dr. Wang says  
that he originally held 60% of the shares and gave Mr. Patrick Chen 10% of his own  
shares to “supervise” Ms. Zhao, this evidence is inconsistent with the corporate  
records and is tainted by the unreliability of Dr. Wang’s testimony regarding past  
dealings with Ms. Zhao. I do accept that Dr. Wang saw Mr. Patrick Chen as an  
opportunity to diminish Ms. Zhao’s 50% interest in AKC and to increase his own  
control over that company. I accept Ms. Zhao’s evidence that she was asked to  
provide Mr. Patrick Chen with 10% of the shares from her allocation, and that,  
though she had understood that Dr. Wang would do the same, she accepted it when  
he did not.  
[54] I also accept Ms. Zhao’s evidence that, from the outset, she was in charge  
of AKC’s operations as CEO which included identifying, analyzing, and pursuing  
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investment opportunities. I find that, because of his inexperience, Mr. Patrick Chen  
was unable to supervise her in this regard. Instead, the evidence suggests he acted  
more as a staff member of AKC.  
[55] I find that Dr. Wang’s role in AKC went beyond mere logistical support and  
initial capital, as described by Ms. Zhao, and that he was a significant investor  
(primarily through AKYE) in AKC’s initial projects.  
[56] Effective January 1, 2016, Dr. Wang, Ms. Zhao, and Mr. Patrick Chen signed  
an agreement titled “Joint Venture Agreement” (the “JVA”). That Dr. Wang called this  
agreement then, and still referred to it at trial, as a joint venture agreement, is  
indicative of the standing that each of Ms. Zhao and Dr. Wang had in the formation  
of AKC. Legally, however, the JVA is closer to a shareholdersagreement in AKC.  
The JVA is approximately two-and-a-half pages and “every word” was written by  
Dr. Wang. It sets out the following ownership interests in AKC:  
50% of the shares to be held by AKYE (Dr. Wang’s company);  
40% of shares to be held by AQM Investment International Ltd. (“AQM”,  
Ms. Zhao’s company); and  
10% of shares to be held by Mr. Patrick Chen.  
[57] The parties submitted two English translations of the JVA into evidence. Both  
of these generally describe the scope or purpose of AKC’s business as including  
real estate investment, and the management and development of investment funds.  
[58] The JVA establishes Dr. Wang’s, Ms. Zhao’s, and Mr. Patrick Chen’s  
respective roles in AKC. It provides that each would serve as a director, and  
Dr. Wang would serve as the Chair. Ms. Zhao would be CEO, with the authority to  
manage internal and daily operations, for a monthly salary of $10,000. She was to  
pay her existing income from her ongoing retainers of $6,000 per month into AKC,  
and not engage in any outside employment. Various clauses provide for the  
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Page 20  
expenditures Ms. Zhao could make for various purposes with or without a second  
director’s signature.  
[59] The JVA contemplated that Dr. Wang would contribute an immediate  
$600,000 loan to AKC for working capital, to be repaid with 8% annual compound  
interest upon AKC realizing a profit. Profits were to be realized through a 20%  
management fee charged against the revenues and sales proceeds of AKC’s  
investment projects. Dividends were not to be paid until AKC had $1 million dollars  
in revenue, at which point the $1 million would be placed in an investment account  
that could only be spent with Dr. Wang’s approval. Dividends would then be paid in  
accordance with the agreed shareholding ratio on profits and revenues beyond  
$1 million.  
[60] In the immediate term, the JVA referred to two specific projects that AKC  
would manage: (1) the Yew Street Project, with ongoing revenues, worth tens  
of millions of dollars; and (2) a proposed investment on Rupert Street in Vancouver  
that did not proceed.  
[61] As the Yew Street Project has never been sold, my understanding is that AKC  
has never created the $1 million investment fund, repaid Dr. Wang’s initial loan (the  
amount and timing of which is not established on the evidence), or paid dividends to  
AKC’s shareholders.  
[62] Beyond these two projects, I find that the JVA contemplated that AKC would  
make further investments (in part with its 20% management fee on any revenues or  
profits from the Yew Street Project) and that Dr. Wang could also “entrust” AKC with  
his future investments if he was satisfied with Ms. Zhao’s ongoing management.  
The JVA also states that Dr. Wang would have a “veto vote” for AKC’s significant  
external decisions and capital investments.  
[63] The parties agree that it is not necessary for me to determine the scope of  
this veto power and the decisions it might apply to, for the purposes of the two  
actions before me. The parties also agree that it is not necessary for me to  
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determine the scope of Ms. Zhao’s authority as CEO, and what falls under daily  
operations and “human resources”. The sufficiency of the JVA, its terms, and  
whether it was also an employment contract, are better left to other proceedings  
where those issues are more significant.  
[64] Regardless of the legal interpretation or sufficiency of the JVA, the evidence  
before me establishes that both Ms. Zhao and Dr. Wang considered it to be a  
contract. The evidence before me suggests that Ms. Zhao believed that the JVA  
and her role as CEO gave her authority to make operational decisions, including  
essentially all management decisions that did not require the expenditure of  
significant AKC funds. In practice, I find that Dr. Wang left Ms. Zhao to make those  
types of decisions through 2016, including, for example, whether and how to  
incorporate a new company for a particular investment. However, Dr. Wang still  
considered AKC to be “his company” and, though he trusted Ms. Zhao to run it  
through 2016, I find that he believed that if he ever wanted to make a decision,  
operational or otherwise, Ms. Zhao would be obliged to comply and follow his  
direction as a result of his “veto” power in the JVA.  
[65] Dr. Wang placed substantial weight on his authority to control AKC through  
this veto power, and Ms. Zhao placed substantial weight on her ability to control  
and manage the internal workings of AKC as CEO, including the structure of its  
investments. Both frequently referred to the JVA as a binding contract that they  
understood to govern the management of AKC notwithstanding the JVA’s  
considerable ambiguities, that one of the two projects mentioned in the JVA never  
came to fruition, that Dr. Wang did not provide $600,000 of working capital within  
five days (or perhaps at all), that the JVA provides very little information regarding  
the role of CEO or the authority of its directors, and what appears to be imperfect  
compliance with the JVA by its shareholders.  
[66] On the evidence before me I also find that for the most part, Dr. Wang fully  
entrusted Ms. Zhao with running AKC throughout 2016 as its CEO. I find that  
Ms. Zhao performed this role by seeking, identifying, and evaluating real estate  
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Page 22  
investment opportunities for AKC, and that she identified two such opportunities in  
the first half of 2016 that came to be known as Fund 6 and Fund 7 (Fund 7 being the  
Land Assembly). She also incorporated numbered companies for the purposes of  
pursuing these opportunities, and frequently identified herself as the sole director  
of these companies at the time of incorporation.  
[67] I also find that throughout 2016, Dr. Wang trusted Ms. Zhao, for example by  
providing her with blank cheques to pay AKC’s expenses while he was in China, as  
well as for making investments. At one point in a WeChat message in 2016, he jokes  
that Ms. Zhao is more familiar with his financial situation than he is. Despite this  
considerable trust and authority, the evidentiary record before me also establishes  
that throughout 2016, Ms. Zhao did not make significant investments related to  
the Land Assembly, including real estate deposits and other payments, without  
Dr. Wang’s approval. I find that Dr Wang relied on Ms. Zhao, as CEO, to bring these  
opportunities to his attention, structure and make the investments, and manage his  
personal investments in them.  
The Deposits  
[68] In early 2016, Ms. Zhao advised Dr. Wang of the Land Assembly. She  
advised that the City of North Vancouver had recently passed an amendment to its  
Official Community Plan that provided an opportunity for a developer to assemble  
the 39 lots and to build higher density multi-family housing and park land on a  
portion of them in collaboration with the City. Three contiguous, privately-held  
parcels on this block were available for purchase, and Ms. Zhao believed that  
whoever purchased these parcels would be in the best position to assemble the  
remaining parcels and discourage others from doing so.  
[69] The evidence establishes that Dr. Wang was interested in this opportunity  
and supported Ms. Zhao in making offers and paying the deposits on these  
properties. On May 30, 2016, Ms. Zhao signed offers to purchase these properties,  
shown as Lots 9, 10, and 11 on Schedule 1, on behalf of AKC. She arranged to pay  
deposits of $100,000 each, using some of Dr. Wang’s blank cheques. These  
 
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cheques were not in evidence, but the parties are agreed that AKYE paid these  
deposits. These sales were originally scheduled to close in September 2016, but  
those closings were later extended to January and February 2017 for reasons  
discussed below.  
[70] On June 30, 2016, Ms. Zhao signed an offer to purchase Lot 15, this time  
through 107 Co., which was incorporated by Ms. Zhao for investment purposes.  
That sale was scheduled to complete August 31, 2016, but that closing was later  
moved up to July 29, 2016, also for reasons discussed below.  
[71] Finally, on July 22, 2016, Ms. Zhao signed an offer for the purchase of Lot 35,  
with 107 Co. as the purchaser. This transaction was part of a "swap" with the  
vendors whereby they ultimately acquired another property in North Vancouver.  
Closing was scheduled for, and ultimately occurred on, December 15, 2016.  
[72] The changes in the closing dates of the Properties was due to the BC  
government’s adoption of what is known as the foreign buyers’ tax.  
Foreign BuyersTax: Summer 2016  
[73] In August 2016, the BC government made short-notice amendments to the  
Property Transfer Tax Act, R.S.B.C. 1996, c. 378 establishing a surtax payable by  
non-residents who purchase residential property in certain areas of BC, including  
Metro Vancouver (the foreign buyerstax”).  
[74] The Wang Parties argue that this was an “inflection point” that allowed  
Ms. Zhao to “seize control” of the Land Assembly project to enrich herself. I find that  
the evidence does not support this contention. However, the evidence does show  
that after the foreign buyerstax was introduced, Ms. Zhao no longer named AKC or  
other foreign-controlled corporations as the sole shareholder of new companies  
incorporated to purchase residential properties on behalf of AKC. Overall, I am  
satisfied on the evidence that when she named herself shareholder of these AKC  
investment-related companies, Ms. Zhao was not doing so because she intended to  
personally hold the benefit of the incorporating shares and thereby enrich herself,  
 
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Page 24  
but rather she held them as a placeholder for the ultimate shareholders based on  
future investments and investors.  
[75] The documentary evidence establishes that Ms. Zhao advised Dr. Wang of  
the foreign buyerstax in July 2016 soon after it was introduced, and that they  
discussed how it might affect their cost of acquiring properties, including the Deposit  
Properties. Dr. Wang’s contemporaneous text messages with Ms. Zhao indicate that  
he understood this tax could increase purchasing costs for foreign buyers by 15%,  
but that he was not overly concerned because it would be “simple” to avoid the tax,  
for example by having a Canadian citizen or Canadian controlled company make the  
purchase on his or his company’s behalf.  
[76] At the time of trial, Dr. Wang believed that Ms. Zhao’s informational texts to  
him in the summer of 2016 regarding this tax were nothing more than a power grab  
on her part, and an attempt to steal his companyfrom him. He no longer  
considered the tax something to avoid, and he deemed any attempts by Ms. Zhao to  
structure the residential purchases of the Land Assembly to be tax evasion that  
should have criminal consequences for Ms. Zhao, including possible jail time.  
However, Dr. Wang also admitted that in 2016, he took steps to avoid this tax. To  
that end, he instructed Ms. Zhao to immediately move up the closing date of two  
pending purchases, one for his personal residence, and another for Lot 15 (through  
107 Co.), so that the purchases would complete in the short time before the tax  
came into effect, and to delay the closings of the Deposit Properties.  
[77] I find that the effect of expediting the purchase of Lot 15 to July 2016 was that  
Dr. Wang further committed himself (and AKC) to pursuing the Land Assembly. AKC  
had limited borrowing power, and Ms. Zhao redirected funds and borrowing room  
originally intended for a project on Renfrew Street to Dr. Wang’s personal residence  
and Lot 15 so that he would not have to pay the additional 15% tax on these  
purchases, which he then successfully avoided. When that decision was made,  
only the initial deposits had been made on all five Properties, and the offers were  
all conditional at that point.  
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[78] In addition, I find that with Dr. Wang’s approval and direction, Ms. Zhao  
negotiated an extension to the completion dates of the Deposit Properties from  
September 2016 to December 2016 and January 2017, in order for Dr. Wang or  
AKC to find some way to pay for them. I accept Ms. Zhao’s evidence that, because  
of the introduction of this tax, the sellers of the Deposit Properties were concerned  
that the existing Deposits were insufficient to ensure that the sales would proceed.  
Accordingly, she was able to negotiate later closing dates and reduced purchase  
prices, in exchange for removing the subject clauses and paying further non-  
refundable deposits in September 2016. I find that she took these actions as the  
CEO of AKC. Dr. Wang remained the sole investor at that time, and paid the second  
deposits with bank drafts. While the cheques and banks drafts used to pay the  
investments were not in evidence, the parties agree that AKYE made these  
payments.  
Dr. Wang’s Investments in the Properties  
[79] In the end, the parties agree that AKYE advanced a total of $1.18 million for  
the deposits of the four Deposit Properties as follows:  
(1)  
in May 2016:  
(a)  
(b)  
(c)  
$100,000 deposit for Lot 9;  
$100,000 deposit for Lot 10;  
$100,000 deposit for Lot 11;  
(2)  
in September 2016:  
(a)  
(b)  
(c)  
(d)  
$280,000 secondary deposit for Lot 9;  
$200,000 secondary deposit for Lot 10;  
$200,000 secondary deposit for Lot 11;  
$200,000 deposit for Lot 35.  
[80] The parties agree that one of the Wang Parties funded the purchase of Lot 15  
by 107 Co. in the amount of $2.255 million on July 29, 2016.  
[81] The Court was not provided with 107 Co.’s corporate records, but only its  
“B.C. Company Summary” providing basic information about its incorporation status,  
 
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registered office, records office, and current directors. On the limited available  
evidence, I find that Ms. Zhao incorporated 107 Co. in April 2016 for AKC purposes,  
and for a time was its sole director and possibly its sole shareholder, with Gowling  
WLG (Canada) LLP (“Gowling”) as its registered and records office. A number of  
unsigned corporate resolutions dated April 20, 2016 were also in evidence.  
Ms. Zhao testified that Gowling provided these to her in September 2016, at which  
point, AKYE was made the sole shareholder of 107 Co. Ms. Zhao remained a  
director of 107 Co. until December 2018. By April 2021, both Dr. Wang and his wife  
were directors of 107 Co. 107 Co.’s articles were not in evidence, and I find I do not  
have reliable evidence of who had signing authority to dispose of its assets at the  
material times.  
The Renfrew Street Project (Fund 6)  
[82] Sometime in early 2016, in addition to the Land Assembly, Dr. Wang and  
Ms. Zhao began discussing an opportunity to acquire certain commercial lands on  
Renfrew Street in East Vancouver. Unlike the Yew Street project, Dr. Wang either  
did not have the funds, or the inclination, to fund the entire cost, which totalled over  
$50 million. Instead, the Renfrew Street project was pursued as a partnership in  
which AKC was a shareholder in the Fund 6 general partner, Dr. Wang (through  
AKYE) was a unit holder in the Fund 6 limited partner, and other partners were  
sought to invest in the project.  
[83] On July 21, 2016, the general partner of the Renfrew Street project was  
incorporated as Aikang GP (006) Management Ltd. GP6 (“GP6”), with Ms. Zhao as  
the sole director. In August 2016, Aikang Fund VI Limited Partnership (“LP6”) was  
created in furtherance of this project.  
[84] On August 15, 2016, Ms. Zhao executed the LP6 Limited Partnership  
Agreement. The initial parties to this Agreement were AKC and GP6. It provided  
that:  
a) GP6 was the “Initial General Partner” and AKC was the “Initial Limited  
Partner”;  
 
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b) the business and purpose of the partnership was to purchase, develop,  
construct, finance, and sell the Lands (defined as certain properties on  
Renfrew Street and Kaslo Street) and any other commercial operations,  
activity, or undertaking related thereto;  
c) GP6 would have the “full and exclusive right, power and authority to  
manage, control, administer, and operate the Fund 6 Partnership and its  
business and affairs;” and  
d) GP6 would charge a management fee of 5% of the purchase price of the  
Lands.  
[85] On October 17, 2016, AKYE subscribed for six million units of LP6 for  
$6 million. AKYE, through Dr. Wang, was required to sign a subscription agreement  
in order to subscribe for the LP6 units. Although the subscription agreement in  
evidence was not signed, Dr. Wang agrees that he signed this agreement.  
[86] In addition to Dr. Wang, Mr. Bin Chen and Mr. Huai Xiang Xing also invested  
in the Renfrew Street project as limited partners, for a combined investment greater  
than the $6 million invested by AKYE.  
[87] On November 6, 2018, GP6 entered into a “Shareholders’ Voting Agreement”  
with AKC, Mr. Xing, and a company controlled by Mr. Bin Chen (Canada Sukunka  
Coal Corporation). Pursuant to this agreement, Mr. Bin Chen and Mr. Xing were  
granted equity and voting shares in GP6, which they required as a term of their  
investments in LP6. The voting shares of GP6 were distributed 67% to AKC, and  
16.5% to each of Mr. Bin Chen and Mr. Xing. Significant management decisions in  
GP6 required a 75% vote of the directors. Thus, AKC’s voting position of 67%  
allowed it to block significant decisions of GP6, but could not force such decisions.  
Mr. Xing and Mr. Bin Chen between them also had the power to block significant  
decisions, but would need the agreement of AKC to approve significant decisions.  
The equity shares of GP6 were distributed 80% to AKC and 10% to each of  
Mr. Bin Chen and Mr. Xing.  
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Page 28  
[88] Both Dr. Wang and Ms. Zhao testified that they would have preferred it if AKC  
could have maintained complete control and equity shares in the GP6, but that the  
distribution of shares and voting rights set out in the Shareholders Voting Agreement  
were essential to obtain Mr. Xing and Mr. Bin Chen’s investment. Ms. Zhao signed  
this agreement on behalf of AKC and I find that Dr. Wang was aware of and agreed  
to this distribution of equity and voting shares in GP6 in order to secure Mr. Xing’s  
and Mr. Bin Chen’s significant investments.  
[89] I find that in the fall of 2016, both Dr. Wang and Ms. Zhao hoped that a similar  
partnership structure might apply to the Land Assembly, without knowing who the  
other partners would be and what share of the equity and voting shares they might  
demand.  
Fall 2016  
[90] At trial, the parties argued about whether the Land Assembly was always  
intended to be an “AKC project” and whether Ms. Zhao was being evasive in  
expressing why some of the offers and deposits were made by AKC and others by  
107 Co. In my view, little turns on whether either witness called the Land Assembly  
an “AKC project” at trial or not. I find that both parties considered the Land Assembly  
and its Partnership as related to AKC, but in a more complex way than the Yew  
Street project or other direct investments contemplated in the JVA.  
[91] I find on the evidence that throughout the spring and summer of 2016,  
Ms. Zhao pursued the Land Assembly, and incorporated 107 Co. as the CEO of  
AKC. I also find that it was possible, early on, that AKC might actually hold these  
contracts in its own name and ultimately complete the sales, either with loans from  
Dr. Wang or through the funds from the Yew Street project.  
[92] I also find that, at that time, Dr. Wang accepted that it was appropriate for  
Ms. Zhao to incorporate new companies, such as 107 Co., for these pursuits. It was  
not until much later that Dr. Wang came to view Ms. Zhao’s role as a director of  
these incorporated companies with suspicion. I therefore find that, to the extent that  
Ms. Zhao was identifying and pursuing investment opportunities as CEO of AKC, the  
 
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Page 29  
Land Assembly might be called an “AKC project” and, in the early months, might  
even have been managed, owned, and funded by AKC. The role of AKC in the Land  
Assembly was not fully defined in its early stages.  
[93] Dr. Wang’s evidence at trial as to what he considered he was doing when he  
paid for Lot 15 and the Deposits on the Deposit Properties was as follows:  
At the time, I felt that there were only two possibilities when my money came  
into the project. The first possibility would be that I would sign an official  
agreement with [LP7] and become a formal LP partner . . .The second option  
would be, if let’s say, we were unable to reach an agreement, then my money  
would become a loan which I would expect 8% of interest back.  
[94] Viewed in the context of all his evidence, I find that Dr. Wang was  
contemplating two possibilities: (1) that his investments in the Deposits and Lot 15  
were intended as investments in a future limited partnership similar to his investment  
in the Renfrew Street project; or (2) if that partnership did not come to fruition, his  
investments would be treated as loans advanced to AKC and the 8% annual  
compound interest applicable to his capital loan to AKC under the JVA would apply  
to these additional funds. Accordingly, his loan would be repaid with that agreed-  
upon interest upon the sale of these properties pursuant to the AKC JVA.  
[95] I find that by June 2017 when 107 Co. was used to purchase Lot 35, and  
certainly by September 2016 when the completion dates were pushed back four to  
five months, both Dr. Wang and Ms. Zhao knew that AKC did not have the funds to  
complete the purchase of the Deposit Properties, let alone the remaining lots  
required for the Land Assembly. They knew that the completion of these purchases  
and the success of the Land Assembly was contingent on attracting other investors.  
Although Dr. Wang might have initially contemplated funding the Land Assembly as  
an AKC project, by September 2016 Dr. Wang and Ms. Zhao expected that the Land  
Assembly would proceed in the form of a general and limited partnership structure.  
Ms. Zhao was expected to raise the equity, loans, and investments required to  
proceed, and to manage the Land Assembly to the point that the land could be  
assembled, consolidated, and re-subdivided. However, AKC was not expected to be  
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Page 30  
the manager of the Land Assembly, recognizing that a different control and equity  
structure would be required to attract the significant investment needed to proceed.  
[96] Therefore, I find that while the Land Assembly might still be called an “AKC  
project” and Ms. Zhao was still expected to manage it, by September 2016 it was  
evident that it would not be an AKC project in the sense that it would be directly  
managed by, solely funded by, or held by AKC.  
[97] After the closings were extended in September 2016, there was an immediate  
need to raise more than $10 million required to close the purchase of the four  
Deposit Properties. I find that, although Dr. Wang had no specific memory of being  
advised of these amounts, Ms. Zhao regularly apprised him of this “funding gap” and  
he was aware of the need to raise these funds. I also find that, although Dr. Wang  
may have had billions of dollars worth of assets in China, he did not have immediate  
access to the required funds in Canada as a result of China’s strict regime for the  
removal of money. I also find that Ms. Zhao had sought and explored every avenue  
available to AKC, and Dr. Wang as its main investor, for the raising or borrowing of  
these funds.  
[98] I also find that, although Dr. Wang was not able to put further money into the  
Land Assembly in the fall of 2016, neither Dr. Wang nor AKC wanted to lose the  
benefit of the over $1 million in Deposits that he had already paid. I also find that  
both Dr. Wang and Ms. Zhao wanted to complete the purchases on the Deposit  
Properties so that Land Assembly could proceed.  
[99] In that context, I find that in the fall of 2016, Dr. Wang instructed Ms. Zhao to  
pursue investments from several of his friends and associates, by telling potential  
investors that he had already invested his own money in the Land Assembly and  
would provide 20% of the overall investment required. Although Dr. Wang denies  
this, I prefer Ms. Zhao’s testimony in this regard. This is also reflected in an AKC  
reporting letter that she prepared for Mr. Patrick Chen and Dr. Wang in November  
2016, reviewing the status of her discussions with the investors referred by  
Dr. Wang and others. Ultimately, only Mr. Bin Chen, who had already invested in the  
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Renfrew Street project, was prepared to invest significantly in the Land Assembly at  
that time. However, he wanted 2025% of the general partner in exchange for an  
investment of up to 30% of the Land Assembly costs.  
[100] I also accept Ms. Zhao’s evidence that in November 2016 she believed that  
Dr. Wang had funded the purchase of Lot 15 and the Deposits for the purpose of the  
Land Assembly, and that he was committed to pursuing the Land Assembly in the  
form of a partnership. I accept her evidence that had Dr. Wang suggested during this  
period that he would not transfer or assign his interests in them to the future  
partnership, the Land Assembly and the formation of the Partnership would not have  
proceeded. I find that Dr. Wang did not suggest to Ms. Zhao, or any other potential  
investor, anything other than that he was committed to the Land Assembly, which he  
demonstrated through his investments in Lot 15 and the Deposits.  
[101] GP7 was incorporated on November 25, 2016 with Ms. Zhao as its sole  
director, officer, and initial shareholder of 100 common shares. I find that Ms. Zhao  
also instructed corporate counsel to prepare the LP Agreement at this time, though it  
was not executed until December 15, 2016 and not registered until January 3, 2017.  
Ms. Zhao executed the LP Agreement on behalf of GP7, which is named as both the  
“Initial General Partner” and the “Initial Limited Partner” in the agreement. Once  
signed and registered, the LP Agreement gave the GP7 “full and exclusive right,  
power and authority to manage, control, administer and operate the Partnership and  
its business and affairs”.  
[102] At the end of November 2016, I find that Dr. Wang, Ms. Zhao, and the  
investors that she had spoken to, expected that Dr. Wang would formalize Lot 15  
and the Deposits as investments in the Land Assembly in exchange for units in the  
anticipated LP7. I also find that these parties expected that Ms. Zhao would continue  
to manage the GP7 as director as well as the CEO of AKC. I find that AKC’s precise  
shareholdings in the GP7 were not yet settled, and that Ms. Zhao was holding  
shares in the GP7 as a placeholder for a future share allotment once this share  
structure was decided.  
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[103] I find that by the end of November 2016, there was no longer any ambiguity  
about these investments. Both Dr. Wang (as the controlling mind of AKYE and  
107 Co.) and Ms. Zhao (as CEO of AKC and sole director of GP7) no longer saw  
Dr. Wang’s investments in the Land Assembly as shareholder loans to AKC, but  
rather as Dr. Wang’s initial investments, whether initially through AKC, 107 Co., or  
AKYE, into another distinct entity: the Partnership in its formative stages.  
December 5 Document  
[104] The December 5 Document in its final signed form is attached in its certified  
English translation as Schedule 2 to these reasons. It is not possible to tell what has  
been lost in translation, but based on the factual context and the translated  
document, the key provisions of the December 5 Document are as follows:  
The Parties  
[105] The parties to the December 5 Document are identified as:  
Party A: WANG Dong and 1072709 BC Ltd.  
Party B: AK (007) GP Management Ltd. and Aikang Fund VII Partnership  
[106] In the original Chinese version of the December 5 Document, Dr. Wang  
signed the bottom right of the first page, and beside his name and 107 Co. on the  
second page. Ms. Zhao signed for both the GP7 and the aspect of Party B referred  
to as “AK Fund VII Partnership”. “December 5, 2016is handwritten as the date of all  
four signatures.  
The Exchange of Investments for LP Units  
[107] The December 5 Document provides for “Party A” to do as follows:  
Party A agrees to invest in Party B with 1072709 BC Ltd. Company owned by  
Party A as well as the property at 473/475 E 1st, North Vancouver held by  
Party A…  
 
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[108] I suspect that some of the grammatical issues with this provision have more  
to do with the translation than the original document. I discuss the meaning to be  
given to this provision below.  
[109] The value of Party A’s investment in the Partnership is set out in a table and  
is clearly based on the amounts Dr. Wang paid for the Deposits and the purchase of  
Lot 15, as well as the approximate date of these transactions. The table shows a  
total investment of $3,529,019. Dr. Wang testified that this table was an important  
aspect of the December 5 Document for him.  
[110] The table in the December 5 Document also sets out the number of LP Units,  
or shares, that Party A is entitled to, based on the timing of Dr. Wang’s contribution  
to the Deposits and purchase price. Party A is credited with a beneficial subscription  
price of $1 less 3 cents for every month before December 2016 that he advanced his  
investment funds. Thus, for the May 30 deposits, his subscription unit price is  
discounted to 79 cents, and for his purchase of Lot 15 in July 2016, his subscription  
price is 85 cents. In total, the December 5 Document sets out that for his $3,529,019  
investments in 2016, Dr. Wang is entitled to 4,110,332 LP7 units.  
Representations  
[111] The December 5 Document also contains the following statements regarding  
the future LP:  
Party B’s basic issue price is C$1.00 per unit. Starting from December 1,  
2016 and by the end of each calendar month, the issue will increase by  
C$0.03. Because Party A made its contribution earlier, the subscription price  
is discounted accordingly.  
Party B will charge all partners including Party A 1% of their contributions as  
operational management fee, and when the project profit exceeds 10%  
annual simple interest, 20% of the exceeding portion of the project profit will  
be charged as profit sharing.  
Mortgage Guarantee  
[112] The December 5 Document further states:  
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After Party B owns the property, if Party B needs to mortgage the property for  
loan(s), and needs to acquire a personal guarantee from Party A, Party B  
shall pay Party A 1.5% of the amount guaranteed as a guarantee.  
[113] In the context of the December 5 Document, it is fairly uncontentious that this  
provision contemplated a mortgage over Lot 15, and that Dr. Wang might be  
required to personally guarantee such a mortgage. In that event, this provision  
provided for Dr. Wang to receive a 1.5% fee for his services as guarantor.  
Further Agreements  
[114] Towards the end, the December 5 Document states:  
Both parties will further sign a partnership subscription agreement and other  
related agreement(s). Without explicit consents by both parties, any future  
agreements shall not be in conflict with this agreement.  
[115] In his testimony at trial, Dr. Wang suggested that he considered that this  
clause contemplated the formal share subscription agreement in LP7, similar to the  
one he signed for the Renfrew Street project in October 2016. On the stand, he was  
visibly pleased that this clause was included, because it meant that he was not  
bound to comply with the December 5 Document until he signed that share  
subscription agreement. By the time he testified with respect to that provision, I find  
that he was keenly aware of his litigation position in this regard, and that it informed  
his testimony.  
[116] On the whole of the evidence, I find that, in addition to the share subscription  
agreement in LP7, the “other related agreement(s)” would necessarily also include  
the transfer documentation and assignments required to effect the transfer of  
Dr. Wang and 107 Co.’s interests in the Properties to the Partnership.  
Other Terms  
[117] Finally, the December 5 Document concludes with a statement to the effect  
that the laws of BC will apply to “this agreement”.  
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The Immediate Context of the December 5 Document  
[118] On November 27, 2016, Ms. Zhao sent Dr. Wang and Mr. Patrick Chen an  
email attaching a one-page agreement written by Ms. Zhao in Chinese that I find  
was the first draft of the December 5 Document.  
[119] Dr. Wang says that he did not receive this email because it was sent to an  
email address that he does not regularly use. He suggested in evidence that  
Ms. Zhao was deliberately attempting to make it look like she was advising him of  
these and other matters when in fact she was trying to hide this information from  
him. I reject this evidence, and I accept Ms. Zhao’s evidence that this email address  
was his official address at the AK group in China, and was monitored at all times by  
his executive assistant there. I also find that it is clear from the content of this email,  
and its factual context, that it was very important to Ms. Zhao that Dr. Wang receive  
and respond to this email as soon as possible. Accordingly, I reject the suggestion  
that there was any attempt at deception or avoidance on her part.  
[120] The attached early version of the December 5 Document was drafted as  
between Dr. Wang and 107 Co. as Party A, and the GP7 and “AK Fund VII  
Partnership” as Party B. It provided for Party A “to invest” 107 Co. and Lot 15 into  
Party B at a purchase price of $1 per unit, with an increase in price for investment of  
3 cents per month. It also provides that if Party B needs to mortgage the property  
(which I take to refer to Lot 15) and needs a guarantee from Party A, a guarantee  
fee would be paid of 1.5% by Party A to Party B. Finally, it provided that both parties  
would sign a partnership subscription agreement and “other related agreements”,  
and that any future agreements would not conflict with the present agreement  
without consent of both parties.  
[121] The email attaching this document advised that Dr. Wang needed to sign the  
transfer of Lot 15 over to the “project company” as soon as possible to ensure that  
there were no orphan lots and to enable smooth financing for the next stage. It noted  
that December 16, 2016 was the closing date for one of the Deposit Properties. I  
 
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consider that this email was referencing the need for financing from an outside  
investor or investors to complete this purchase.  
[122] On November 30, 2016, Ms. Zhao incorporated 109 Co. I find that she did so  
in anticipation that the Deposit Properties would be funded by investors in the  
Partnership other than the Wang Parties. If she did not know that would be Mr. Bin  
Chen on November 30, 2016, I find that she secured that commitment shortly  
thereafter. Ms. Zhao was the sole shareholder of 109 Co. until she transferred all  
shares to Mr. Bin Chen. She acted as sole director of 109 Co. from the date of  
incorporation until November 2018.  
[123] The parties agree that the funds needed to complete the purchases of the  
Deposit Properties were provided partly by Mr. Bin Chen and partly by other LP7  
investors. I infer that, although Mr. Bin Chen had not yet signed a formal subscription  
agreement in the LP7 and was not yet a shareholder in the GP7, he, like Dr. Wang,  
made these investments in anticipation that they would be recognized as a portion of  
his investment in LP7 in due course. I find that Ms. Zhao would have been aware of  
the need to secure this financing to complete the sales when she incorporated  
109 Co. on November 30, 2016 and sent the draft December 5 Document to  
Dr. Wang on November 27, 2016.  
[124] On November 28, 2016, Ms. Zhao followed up with another copy of the draft  
December 5 Document entitled “Agreement re. Dong Wang’s Contribution of  
acquired property in lieu of funds.docx”, which she sent by WeChat with a note to  
Dr. Wang that he needed to sign and return this document to her as soon as  
possible or it would be “impossible” to raise further funds. Although the draft  
attached to that WeChat was not available at the time of trial, I accept Ms. Zhao’s  
evidence that it was a similar document.  
[125] Dr. Wang responded to the WeChat and draft December 5 Document, stating  
(in translation), “The payment was made so long ago, that should be considered a  
premium price.”  
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[126] In response, Ms. Zhao sent another draft December 5 Document by WeChat  
on November 29, 2016, to which Dr. Wang responded “When a guarantee is  
provided, party B should pay a guarantee fee to Party A, right?” Ms. Zhao responded  
“Right” to this comment.  
[127] On the morning of November 30, 2016 she sent another draft December 5  
Document, together with an assignment document, with a comment that “the next  
property to be completed will have to be transferred to the new numbered company”,  
and that Dr. Wang’s signature was required for the transfer. I find that this document  
was the Assignment of Transfer of the contract for Lot 35 from 107 Co. to 109 Co.  
that Dr. Wang eventually signed together with the December 5 Document on  
December 5, 2016.  
[128] In the evening of November 30, 2016, Ms. Zhao sent Dr. Wang another copy  
of the draft December 5 Document and the assignment of Lot 15 via WeChat, with  
similar comments regarding the need to transfer the offer on Lot 35.  
[129] Dr. Wang responded “Found any investor?” to which Ms. Zhao responded  
“For this property yes.” She also stated “The rest are still in the process of being  
finalized.”  
[130] Ms. Zhao went away for the weekend, but sent another draft December 5  
Document on December 3, 2016, and again on December 4, with notes that the  
documents needed to be signed urgently or it would affect the deal. Dr. Wang’s  
executive assistant in China also received these copies and responded that she was  
able to find a Chinese translation for the English-language documents (which I infer  
include the assignment of Lot 35).  
[131] On the evening of December 4, 2016, and continuing into the early morning  
hours of December 5, 2016, Dr. Wang and Ms. Zhao exchanged a series of WeChat  
messages where they discussed the documents to be signed (including the  
December 5 Document and the Lot 35 Assignment). This exchange included the  
following (in certified English translation):  
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Ms. Zhao:  
They must be signed back immediately, otherwise completion  
will be affected. They are regarding the North Van property.  
[…]  
Dr. Wang: Where is AIKANG Capital?  
What is the shareholding structure of No. 7’s management company?  
[…]  
Ms. Zhao:  
Same structure as before for the time being.  
Look at No. 4 document for the structure.  
[…]  
Dr. Wang:  
My questions are not answered yet: where is AIKANG Capital?  
What is the share structure of No.7’s management company?  
Ms. Zhao: Same as No.6.  
AIKANG Capital Holdings Management Company.  
This is the case for now.  
As new LP’s get in, a part of the shares may be transferred out.  
The subsequent matters will need to be planned for the long term. Found  
some money temporarily for the December completion.  
Dr. Wang:  
It’s unnecessary to come up with a management company,  
right? Getting more and more chaotic.  
Ms. Zhao:  
Each project requires a separate management company.  
The Investors are all different.  
Not chaotic at all, ok? Very organized.  
[…]  
Ms. Zhao:  
Say this one more time, [documents] 1-2 must be signed back  
before tomorrow morning, otherwise the completion will be impossible, and  
the deposit will be lost.  
[Emphasis added.]  
[132] The WeChat exchange concludes with further warnings that the deposit may  
be lost if Dr. Wang does not sign the documents that day in China. Dr. Wang’s  
executive assistant in China confirmed that Dr. Wang had signed the documents on  
the morning of December 5, and that they were being sent over.  
[133] The parties agree that the December 5 Document was initially drafted by  
Ms. Zhao without legal assistance. I find that it was likely then redrafted several  
times by Ms. Zhao in response to Dr. Wang’s negotiations between November 28  
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and the date it was signed, based on the drafts attached to various WeChats and as  
one of several documents sent to Dr. Wang’s executive assistant as part of a  
document package around this time. I find that the December 5 Document signed by  
Dr. Wang ultimately reflected his final negotiated position on both the guarantee, and  
more importantly, the value of his investments and the number of units in the  
Partnership’s future LP, that he would be entitled to in relation to that investment.  
[134] In his testimony at trial, Dr. Wang agreed that the unit prices stated in the  
December 5 Document for his investments showed the price he agreed upon, but  
that this was not the final agreement required. He stated that “[i]f eventually we  
reached a final agreement, that would be the unit price for me . . .” and “[a]t the core  
of the document is just an intention for cooperation. It just shows my intention, I had  
such intention to do such a thing, but that doesn’t mean I had to do such a thing . . .”.  
[135] At times he also suggested that the December 5 Document would have been  
binding had Ms. Zhao not breached her commitments or stolen from him. In the  
context of his entire testimony, I understand these comments to primarily relate to a  
further agreement he reached with Ms. Zhao on February 1, 2017, and a later AKC  
resolution in May 2017 to distribute AKC’s interest in GP7 to AKC’s shareholders.  
[136] At trial, Dr. Wang described his state of mind as follows:  
At the time, I felt that negotiation was a process and if we reach an  
agreement, then we reach an agreement and it’s a never-ending process.  
Once we reach an agreement on some issues, then we put those agreed  
issues aside and continue to negotiate on the issues on which he have not  
reached agreement all the way until there is an LP agreement reached.  
That’s what I was referring to.  
Whatever we already reached agreement on, we must follow those things. …  
I was just saying, what we already agreed upon, we have to obey that.  
Otherwise, there is no way we can move forward. We have already reached  
agreement on certain key issues, but we still need to continue to negotiate on  
other issues.  
[137] Considering all of Dr. Wang’s testimony (in the context of the events leading  
up to it, the documentary evidence and written communications, and his difficulties  
with specific recollection), I find that when Dr. Wang signed the December 5  
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Document he believed he had reached an agreement with Ms. Zhao with respect to  
the value of his contribution to the Land Assembly to that point. Dr. Wang trusted  
that Ms. Zhao was doing what she could to save his Deposits and find investors to  
complete the Deposit Properties’ purchases at that time, though conflicts arising  
after that date led to a loss of confidence in Ms. Zhao.  
[138] On all the evidence, I find that, at the time the December 5 Document was  
signed, the mutual purpose of the document was for Dr. Wang to exchange the  
money and real estate he had invested into the Land Assembly for a negotiated  
number of units in an anticipated partnership. Essentially, Dr. Wang was exchanging  
his personal interest (whether through AKYE or 107 Co.) in the Properties for a  
partnership interest in the LP7 for the Land Assembly more broadly. At that point, I  
find that both Dr. Wang and Ms. Zhao believed that Dr. Wang’s equity in Lot 15 and  
the Deposit Properties would be transferred to an LP managed by GP7, in exchange  
for which Dr. Wang (or perhaps a company he controlled) would have an interest  
proportionate to his monetary investment at an agreed upon rate, upon the  
completion of the LP7 registration and related documentation.  
[139] I also find that Ms. Zhao believed, and Dr. Wang was aware, that if this was  
not done and, in particular, if Lot 15 was not transferred to the Partnership,  
Dr. Wang’s $1.18 million in Deposits would likely be lost. This was because it would  
be impossible to convince new investors to invest over $10 million to complete the  
Deposit Properties purchase unless they were assured that the Partnership, and not  
Dr. Wang, owned and controlled Lot 15. I find that Mr. Bin Chen was the primary  
focus of this concern, but other investors also may have been waiting to see if the  
property held by Dr. Wang’s companies would be formally turned over to the  
Partnership.  
[140] Neither party raised any issues regarding the propriety of Dr. Wang and  
Ms. Zhao wearing multiple corporate hats during this negotiation. Perhaps the  
various duties owed by Dr. Wang as director and chair of AKC and Ms. Zhao as  
CEO and director of AKC may be pertinent to the Oppression Action, but they were  
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not argued before me. I accept the partiesimplied concession that they are not  
relevant to this contractual proceeding. In any event, the evidence before me  
suggests that both Dr. Wang and Ms. Zhao understood that, with respect to the  
December 5 Document, Ms. Zhao was primarily negotiating on behalf of GP7 and  
the forming Partnership, and Dr. Wang was negotiating on behalf of the Wang  
Parties with respect to the transfer of Lot 15 and the value of his personal  
investments to date in the forming Partnership.  
Subsequent Conduct  
[141] The parties rely upon the subsequent conduct of Ms. Zhao and the  
Partnership on one hand, and Dr. Wang on the other, as evidence of whether the  
parties objectively intended to be bound by the December 5 Document at the time it  
was signed. There are some limitations to the reliance I find I can place on this  
conduct, particularly as it gets further away from the signing of the Document itself,  
but I have reviewed this evidence for the broader context it provides as to the  
parties’ objective intentions as of December 5, 2016, both with respect to the  
formation of the contract and its terms.  
[142] The subsequent conduct said to be relevant to the partiesintentions, and to  
the sufficiency of any essential terms of the December 5 Document, can be grouped  
into the following main events:  
a) the assignment and completion of the purchases of Lots 9, 10, 11 and 35;  
b) the LP Agreement;  
c) the mortgage on Lot 15;  
d) the February 1, 2017 AKC Board Meeting;  
e) the May 2017 resolutions regarding the share structure of GP7;  
f) Dr. Wang’s refusal in June 2017 to sign the Share Subscription  
Documents and to transfer Lot 15; and  
 
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g) the parties’ conduct in the following year.  
[143] My factual findings with respect to the relevant events are as follows.  
Assignment of Contracts to 109 Co. and Completion of Sales  
[144] At the same time that he signed the December 5 Document, Dr. Wang also  
signed the assignment of 107 Co.’s contract to purchase Lot 35 to 109 Co.  
[145] When asked about this signed assignment, Dr. Wang stated that he  
recognized his signature, but had no further recollection of it. He then contradicted  
himself saying he would not have been able to sign it because he was in China.  
He then agreed that he did sign it, and that he would have understood that he was  
assigning his interest in Lot 35 to Mr. Bin Chen and 109 Co. He further said “If I  
accept something I sign, and if I don’t accept something I don’t sign”, and that he  
would accept the validity of anything he signed. He connected this statement to his  
honour and integrity, and even to the December 5 Document.  
[146] I find that Dr. Wang was aware of the contents of this assignment and the  
reasons for it as a result of (a) Ms. Zhao sending the agreement via WeChat;  
(b) explaining to him the reasons for the transfer (to allow another investor to  
complete the purchase of Lot 35 on December 15, 2016); and (c) he would have had  
the opportunity, with the assistance of his executive assistant in China, to review the  
document. Accordingly, I find that he intended to make this assignment.  
[147] 109 Co. then completed the purchase of Lot 35 on December 15, 2016 by  
paying the balance of $1.96 million funded by Mr. Bin Chen.  
[148] On December 21, 2016, Ms. Zhao executed a series of documents assigning  
the remaining three contracts for the purchase of Lots 9, 10, and 11 from AKC to  
109 Co.  
[149] Neither party challenges the legal validity of these assignments, although  
Dr. Wang complained in evidence that they should have required two AKC directors’  
signatures pursuant to the JVA. The importance of these assignments for the Wang  
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Parties, together with Ms. Zhao’s executing the LP Agreement on December 15,  
2016, is that this is the point at which they say Ms. Zhao “assumed control” of the  
Partnership, and essentially appropriated Dr. Wang and AKYE’s investments in the  
Land Assembly project for herself. The Wang Parties also say that Dr. Wang was  
not informed of these assignments and did not agree to them.  
[150] Ms. Zhao testified that Mr. Wang was very happy that the contracts would be  
assigned because he was unable to access funds to complete these purchases and  
his Deposits would have been lost otherwise. Ms. Zhao also testified that she  
informed Dr. Wang that Mr. Bin Chen would complete the purchases of the Deposit  
Properties through 109 Co., and that Dr. Wang was very happy with that. The Wang  
parties say this is an obvious exaggeration by Ms. Zhao, and that while Dr. Wang  
may have been happy to know that someone was completing the purchases, he  
would not have been happy that it was Mr. Bin Chen, or that this was accomplished  
through a company that was not directly controlled by AKC.  
[151] Although plausible, this argument is not supported by Dr. Wang’s evidence.  
At trial, Dr. Wang had no recollection of when he was informed of these assignments  
or whether he had any reaction, happy or not, to that information. He clearly became  
aware at some point that it was Mr. Bin Chen that provided the over $10 million to  
complete the sales, but he could not say whether he knew this in December 2016 or  
not. He also could not explain why he would have agreed to assign the contract in  
Lot 35 to 109 Co., but would have objected to the assignment of Lots 9, 10, and 11  
for the same purposes. Taken as a whole, Dr. Wang’s testimony does not support  
the Wang Parties’ theory that Dr. Wang discovered this information in mid-to-late  
January, and that he was very upset by it.  
[152] I also have no evidence from either party as to when Mr. Bin Chen became  
the shareholder of 109 Co. in place of Ms. Zhao, but I infer that this was a condition  
of his investment. If Dr. Wang became angry upon finding out that this had occurred,  
and that the corporate owner of Lots 9, 10, 11, and 35 was not the Partnership but a  
company in which Ms. Zhao was the director and Mr. Bin Chen was a shareholder,  
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I do not have sufficient evidence before me in this trial to make such a finding, or  
even to know when this occurred. I could equally speculate that Dr. Wang became  
upset upon learning that Mr. Bin Chen’s investments in the Land Assembly had  
eclipsed Dr. Wang’s. Dr. Wang gave little specific evidence of what he learned,  
when he learned it, or why that knowledge made him lose trust in Ms. Zhao or feel  
that she had stolen the Land Assembly project from him, although his evidence  
establishes that he did come to this conclusion.  
[153] On the evidence before me, I have no reason to reject Ms. Zhao’s evidence  
that she advised Dr. Wang in December that Mr. Bin Chen was the investor that was  
primarily funding the completion of the Deposit Property purchases and that he was  
doing this through 109 Co. I also have no reason to reject Ms. Zhao’s evidence that  
Dr. Wang was relieved upon hearing this news.  
[154] I find that the assignment of the contracts to 109 Co. was consistent with the  
parties’ intentions in signing the December 5 Document and in Dr. Wang signing the  
Lot 35 Assignment. The December 5 Document provided for Dr. Wang to assign his  
beneficial interest and equity in Lots 9, 10, 11, 15, and 35 to the Partnership,  
whether the contracts were legally held by AKC or 107 Co. At the time, 109 Co. had  
been incorporated for the immediate purpose of completing these sales with outside  
investment, and for the longer term purpose of bringing these Properties into the  
forming Partnership. I find that this purpose was also consistent with Dr. Wang’s  
intentions at the time he signed the December 5 Document.  
[155] At trial, Dr. Wang strongly objected to Ms. Zhao holding GP7 under her own  
name rather than through AKC, saying this violated AKC’s interests. Ms. Zhao’s  
explanation for making herself the sole shareholder and director of GP7 until an  
agreement similar to the GP6 Shareholders Voting Agreement was signed, was  
essentially that the Partnership would be unable to avoid the foreign buyerstax if  
AKC was the interim shareholder of the Partnership. She testified, and I find, that  
Dr. Wang was aware of this problem. I also accept Ms. Zhao’s evidence that she  
would not have been able to attract other investors to the Partnership, including  
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Mr. Bin Chen, without finding an ownership structure for the Partnership that would  
avoid the foreign buyerstax.  
[156] The sales of Lots 9 and 10 were completed on January 16, 2017 and the sale  
of Lot 11 was completed on February 3, 2017, at purchase prices of $3.15 million,  
$2.995 million, and $3.1 million, respectively. The funds needed to complete these  
sales were primarily provided by Mr. Bin Chen. The total purchase cost of Lots 9, 10,  
11 and 35, including the purchase prices, property transfer taxes, legal fees, and  
commissions, was more than $11.5 million. The total amount advanced by Dr. Wang  
to fund the Deposits was $1.18 million, or about 10% of their total cost.  
[157] I find that GP7 relied upon the December 5 Document in December 2016 and  
January 2017 to convince its investors to invest millions of dollars into the nascent  
Partnership to complete the purchase of the Deposit Properties. Ultimately, I find  
that the assignment of the Deposit Properties’ contracts is subsequent conduct by  
both parties that tends to confirm the binding intention of the December 5 Document.  
Bank of China Mortgage  
[158] Throughout January 2017, Ms. Zhao continued to request that Dr. Wang  
transfer the shares in 107 Co., or Lot 15 itself, to the Partnership. Dr. Wang did not  
do so.  
[159] I find that, in anticipation of Lot 15 (or the shares in 107 Co.) being assigned  
to the Partnership, Ms. Zhao arranged for a mortgage from the Bank of China  
against Lot 15. The parties agree that on or about January 6, 2017, the Bank of  
China agreed to provide a loan to 107 Co., in the amount of $1,462,500, to be  
secured by a mortgage over Lot 15. On January 18, 2017, this mortgage was  
registered against title to Lot 15 and the funds were advanced to 107 Co. On or  
about February 3, 2017, the sum of $700,000 from those funds was deposited to the  
trust account of Gowling in trust for the purposes of the Partnership.  
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[160] Dr. Wang testified that the reason for this loan was that he was unwilling to let  
any asset “sit idle,” particularly when the interest rate was low. He did not agree that  
the loan proceeds were intended for the Partnership.  
[161] This evidence is in stark contrast to Ms. Zhao’s evidence that the purpose of  
the loan was to provide the Partnership with much needed working capital, and that  
the loan against Lot 15 was contemplated in the December 5 Document. It was only  
at Dr. Wang’s insistence because of his own cashflow problems that only a portion  
of the funds were provided to the Partnership.  
[162] I find that Ms. Zhao’s evidence on this point is more consistent with the  
evidence overall, including that even the initial draft December 5 Document in late  
November 2016 contemplated the possibility of a loan against Lot 15 for the  
Partnership’s benefit, with a 1.5% guarantee fee to Dr. Wang if such a loan was  
provided. In addition, the fact that Ms. Zhao is the one who arranged the loan, and  
that $700,000 of these funds were provided to the Partnership, cannot be explained  
by Dr. Wang’s evidence. Dr. Wang’s evidence that these funds were “stolen” is not  
consistent with the contemporaneous evidence, which I find indicates that he  
consented to both the loan and at least its partial use by the Partnership.  
[163] I note that Ms. Zhao was not entirely forthright in her evidence regarding the  
guarantee fee. While she originally stated that it was paid to Dr. Wang in accordance  
with the December 5 Document, she was impeached on this point. She then  
amended her evidence to state that the guarantee fee was not paid to Dr. Wang  
because he had not honoured his agreement to transfer Lot 15 to the Partnership  
before the mortgage was taken out, and he took more than half of the loan for  
himself. I find that this latter explanation is the true one.  
[164] At trial, Dr. Wang was taken to the financial statements of 107 Co., which he  
still controls. Those statements indicate that as of 2020, 107 Co. still had a mortgage  
debt on its books that I find is related to the January 2016 loan. The 2018  
statements also record an investment of nearly $1.88 million in LP7, that was  
changed in the 2019 and 2020 statements to an investment of $1.88 million in an  
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unstated partnership/joint venture”. Although Dr. Wang could not confirm that this  
record relates to his investments in the Properties, nor that 107 Co. has formally  
accounted for these as investments in LP7, I find that this is most likely the case.  
107 Co’s stated investment in LP7 corresponds neatly with the $1.18 million dollars  
of investments in the Deposit Properties and the $700,000 in mortgage proceeds.  
[165] Overall, I find that the conduct of the both parties in relation to the Bank of  
China mortgage tends to confirm that the parties considered the December 5  
Document to be binding on them.  
February 1, 2017 Meeting  
[166] By January 2016, Ms. Zhao was no longer solely focused on keeping  
Dr. Wang happy: she now had a larger investor in both the in Mr. Bin Chen, and  
perhaps other investors as well. Although she was still CEO of AKC, she was also  
the director of the Partnership, and had obligations to more than one corporate entity  
and investor.  
[167] I have not been asked, and I do not attempt, to consider the web of corporate  
obligations that Ms. Zhao owed in early 2017, and how they relate or could be  
reconciled. On the evidence before me, I find that Ms. Zhao considered herself to be  
serving as the CEO of AKC pursuant to the JVA, and that she did not perceive  
herself to be breaching the JVA in incorporating and directing new companies  
related to investments that started under the AKC umbrella. I find that, whether  
appropriate or not, Ms. Zhao considered her role as director of GP7 to be part of her  
agreed upon role within AKC of managing AKC’s investments, albeit with separate  
obligations and loyalties to the Partnership. I find that she considered it necessary  
for her to remain as the director and shareholder of GP7 until such time as the final  
shareholding and management structure of the GP7 was agreed upon, preferably in  
a way that would avoid the Partnership incurring the foreign buyerstax on future  
Land Assembly purchases. In the interim, the evidence establishes that she did not  
consider herself the beneficial owner of GP7 or the Partnership, but she did consider  
herself to be the best person to direct them.  
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[168] I also accept that Ms. Zhao believed that the Partnership would not be  
competitive or viable if it was required to pay the foreign buyers’ tax on the  
remaining 20 or so properties in the Land Assembly not already owned by the  
Partnership or the City of North Vancouver. I accept that this was also a concern of  
Mr. Bin Chen’s, who would not be required to pay the tax if he made these  
purchases directly. I accept Ms. Zhao’s evidence that she understood that Mr. Bin  
Chen was not prepared to invest further in the Partnership if it would have to pay an  
additional 15% in taxes on each purchase.  
[169] Towards the end of January, Ms. Zhao sent an email to Dr. Wang and  
Mr. Patrick Chen stating that the GP7 share structure “is an extension” of the share  
structure used for the Renfrew Street project, and that the promises made to the  
founding investors would be honoured. That email also states that because AKC is  
majority foreign-controlled (Dr. Wang and Mr. Patrick Chen at that time were not  
citizens or permanent residents, although Ms. Zhao was), there was a “need to be  
cautious” about the controlling interest in GP7 being a foreign-controlled company,  
to avoid the foreign buyers’ tax.  
[170] At trial, Dr. Wang considered this email to be further evidence that Ms. Zhao  
was trying to “steal” his company, though it is not clear to me whether this was his  
view at the time. Certainly, by late January 2016, Dr. Wang was raising concerns  
that Ms. Zhao was wielding more control than he wanted her to over GP7, and that  
Ms. Zhao and Mr. Patrick Chen were not affording him the respect he deserved for  
his own contributions.  
[171] At the end of January 2017, Dr. Wang demanded that he be made the  
director of GP7. Ms. Zhao described him as yelling, pounding on the table, and  
kicking the furniture at this meeting.  
[172] The following day, on February 1, 2017, Dr. Wang, Mr. Patrick Chen, and  
Ms. Zhao met in what they considered to be a meeting of AKC directors. A record of  
the resolutions passed was made, and each participant signed this record, indicating  
their agreement. Ms. Zhao testified that this record reflects compromises, largely  
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brokered by Mr. Patrick Chen, in an effort to appease Dr. Wang. Dr. Wang described  
this record as a “supplementary agreement” to the JVA, a “contract”, or a  
“consensus”. I will refer to this record as the “Minutes”.  
[173] While there is some controversy about the effect of the Minutes, there is  
no controversy that the signatories accepted that they were intended to be binding.  
I find that Dr. Wang’s evidence with respect to the Minutes tends to confirm his  
evidence regarding other documents he signed: that his signature on the Minutes  
indicates his agreement, and the signatures of all three indicates the binding nature  
of the document.  
[174] The first resolution in the Minutes contains a recitation of Dr. Wang’s  
importance:  
To approve the Aikang Group under WANG, Dong (Party A), Chair of the  
Board of Directors, as the strength and endorsement of the brand; To  
approve the network of WANG, Dong in Vancouver as an important resource;  
To approve the position of WANG, Dong as the founder of Aikang Capital.  
[175] I accept that this provision was included to address Dr. Wang’s concerns  
about whether he was receiving the respect he deserved within AKC. I find this  
language to be corroborative of Ms. Zhao’s evidence that the root of Dr. Wang’s  
anger was related to a perception that Ms. Zhao and Mr. Patrick Chen were not  
showing sufficient respect to his contributions and importance to AKC.  
[176] The Minutes affirm AKC’s shareholders’ commitments to the JVA generally.  
Another Resolution modifies the JVA regarding Ms. Zhao’s signing authority as  
director and CEO of AKC, requiring two directors to sign for “external” purposes.  
Ms. Zhao considered that this Resolution diminished her previous authority as CEO  
of AKC to make all operational (as opposed to fund investment) decisions.  
[177] There are two resolutions relating to changing the structure of GP7 which  
suggests that AKC’s directors were still operating as though GP7 was a wholly  
owned subsidiary that they controlled. The first resolution was that the sole  
shareholder of GP7 be changed from Ms. Zhao to AKC. The second was that the  
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sole director of GP7 be changed from Ms. Zhao to Ying Long Lu, the child of a friend  
of Dr. Wang’s, who had recently started working at AKC.  
[178] In addition, Dr. Wang agreed to transfer all the equity of 107 Co. (i.e. Lot 15)  
to the LP7. I accept Ms. Zhao’s evidence that the original Chinese version of this  
document attached urgency to this requirement.  
[179] Ms. Zhao’s evidence was that she did not change the director of GP7 to  
Mr. Lu because he refused to accept this responsibility. Her evidence is that she did  
change the shareholder of GP7 from herself to AKC, but it is clear that she did so  
only a number of months later and only once she considered that a solution had  
been reached such that AKC’s shareholdings would not render GP7 foreign  
controlled.  
[180] Dr. Wang provided two reasons that he did not transfer the equity in 107 Co.  
to the LP7: (1) because Ms. Zhao also did not comply with her commitments in the  
Minutes, and (2) because he had not yet signed the final formal documentation to do  
so.  
[181] Although Dr. Wang and Ms. Zhao’s failure to comply with the Minutes  
remained a bone of contention between them at trial, neither of the two Actions  
before me was concerned with enforcing these Minutes. Overall, I find that the  
February 1 Meeting Minutes are not of great assistance in determining the objective  
intentions of the parties in December 2016 or the essential terms of the December 5  
Document.  
The May 2017 Structuring of GP7  
[182] After the February 1 2017 Meeting, Dr. Wang returned to China. I find that  
relations between Dr. Wang and Ms. Zhao were strained, and that Mr. Patrick Chen  
acted as a go-between for at least some of the communication with Dr. Wang  
regarding the Partnership and AKC.  
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[183] During this period, there were ongoing discussions between Dr. Wang,  
Ms. Zhao, Mr. Patrick Chen, and Mr. Bin Chen (who are not related) regarding the  
management and equity structure of the Partnership. I find these discussions and  
drafts contemplated that AKC would hold 80% of the equity shares and 66% of the  
voting shares in the GP7, and Mr. Bin Chen would hold 20% of the equity shares  
and 34% of the voting shares in the GP7. I note that this suggests a fairly similar  
ownership structure to that of GP6, except that Mr. Bin Chen would hold all the non-  
AKC shares rather than sharing them equally with Mr. Xing.  
[184] In April 2017, Dr. Wang sent messages to Ms. Zhao by WeChat indicating  
that he would sign the documents required to transfer Lot 15 to the Partnership if  
she would get the documents ready promptly. She explained that instructions to  
prepare the documents to transfer the shares in 107 Co. would have to come from  
him, not her.  
[185] On May 8, 2017, AKC held a board meeting over WeChat at which a motion  
was made to transfer 80% of the equity shares of GP7 from Ms. Zhao to AKC, and  
20% to Mr. Bin Chen. On the evidence before me, that part of the May 2017  
resolution was likely uncontroversial. However, the resolution also included that the  
remaining 80% of AKC shares in GP7 be divided between AKC shareholders in  
accordance with their shareholding ratio of 5:4:1. Dr. Wang opposed the resolution.  
[186] Ms. Zhao and Mr. Patrick Chen considered that as the May 2017 resolution  
had the support of two of three AKC directors, it had passed. Dr. Wang considered  
that, because he had had a veto vote on the AKC Board pursuant to the JVA, and  
this decision was a significant one, he had effectively vetoed the resolution.  
[187] The JVA is not clear as to whether the directorsvoting rights were equal (as  
presumed by Ms. Zhao and Mr. Patrick Chen), or whether Dr. Wang had the ability  
to block this resolution by virtue of his equity or his veto power. In any event, that  
issue was not argued before me and I understand may be before another judge in  
the Oppression Action.  
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[188] I find that what occurred as a result of the May 8, 2017 AKC board meeting  
was as follows:  
a) Mr. Bin Chen signed an agreement that brought him into the Partnership,  
including the properties held by 109 Co., in exchange for:  
i.  
Units in LP7 in accordance with his investments in Lots 9, 10, 11,  
and 35 to date (and perhaps future investments) at a rate of  
$1/unit, to be exchanged upon demand of the Partnership;  
ii.  
20% of the equity shares in GP7; and  
34% of the voting shares in GP7.  
iii.  
b) Ms. Zhao filed director and shareholder resolutions transferring her initial  
nominal shares in GP7 into equity and voting shares, and then transferring  
these shares 80%/67% to AKC, and 20%/34% to Mr. Bin Chen.  
c) In the same package of materials, Ms. Zhao filed formal resolutions  
distributing AKC’s shares to its shareholders, resulting in the following  
voting share distribution in GP7:  
34% held by Mr. Bin Chen;  
33% held by AKYE;  
26.4% by AQM; and  
6.6% by Mr. Patrick Chen.  
[189] As a result of these resolutions, foreign ownership of GP7 was less than 50%.  
AKYE’s direct control of GP7 was also less than 50%.  
[190] I find that Ms. Zhao and Mr. Patrick Chen were motivated to transfer AKC’s  
portion of the shares to its shareholders for business reasons, and not by a desire to  
wrest control of GP7 from Dr. Wang or AKC. Those business interests included  
establishing a share structure that would avoid the foreign buyers’ tax and result in  
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Page 53  
Mr. Bin Chen investing the four Deposit Properties held by 109 Co. into the  
Partnership.  
[191] I find that the change was opposed by Dr. Wang because he considered that  
it diminished his ability to control GP7, and the extent to which the GP7 was “his”.  
In this regard, Dr. Wang may have overestimated the extent of his legal control of  
AKC pursuant to the JVA, as well as the resulting control that might have given him  
over GP7; however, I need not determine that issue here.  
[192] Although this was a significant development for the Partnership, I find that it  
tells me little about the parties’ objective intentions in December 2016 when they  
signed the December 5 Document.  
June 2017: Refusal to Sign Share Subscription and Transfer Documents  
[193] In any event, I find that Dr. Wang perceived these events as a betrayal, and  
refused to sign the share subscription agreement and share transfer documents  
prepared for him in June 2017, whereby he would receive the agreed-upon units in  
LP7 in exchange for his 2016 investments in the Deposits and Lot 15. I find that this,  
and perhaps other perceived betrayals by Ms. Zhao, are the primary reason he has  
never signed these documents to get the benefit of his investments in the Land  
Assembly and the Partnership. This sense of a personal betrayal might also explain,  
though not excuse, some of the highly inappropriate and degrading language he  
directed at Ms. Zhao in relation to the May 2017 meeting.  
[194] Based on all the evidence, including some of Dr. Wang’s evidence to the  
contrary, I find that there was nothing in these further documents themselves that  
Dr. Wang considered to be inconsistent with the December 5 Document or that  
raised any new practical or legal concerns for him. Indeed, he did not even review  
them. Rather, I find that Dr. Wang did not sign these documents because the shares  
in GP7 had been structured such that he no longer considered the Land Assembly to  
be “his”. Not only was this a loss of control over GP7 through his control of AKC, it  
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Page 54  
was a loss of the respect he believed he deserved as the initial investor in a project  
that had been “stolen” from him.  
[195] By the time of trial, Dr. Wang had numerous explanations for why he did not  
sign these documents, but his answers all generally came back to Ms. Zhao and her  
betrayals. These included not only the decision to distribute AKC’s interests in GP7  
to AKC’s shareholders, but also her failure to make Mr. Lu the director of GP7 in  
February 2017; her failure to respect Dr. Wang’s veto vote; and Dr. Wang’s  
conviction that she had not accounted for all of his contributions to the Land  
Assembly and had thereby “stolen” his money.  
The Following Year  
[196] Through the rest of 2017 and early 2018, the evidence establishes that the  
work of the Partnership continued. Ms. Zhao kept all of the partners up to date in the  
progress of the Land Assembly, including new property acquisitions and ongoing  
discussions with the City of North Vancouver regarding development plans and  
approvals. At that point, Dr. Wang (through AKYE) was a significant shareholder in  
GP7 but had no shares in LP7, and he made no further financial contributions to the  
LP. At trial he explained, I did not agree to make payments because she had  
violated the contract, she did not follow the terms, and I was very upset.”  
[197] At one point in early March 2018, Dr. Wang texted Ms. Zhao asking how to  
have his investments in the Deposits and Lot 15 recognized as units in the  
Partnership. She sent him the December 5 Document. Dr. Wang then agreed to  
attend at the law offices to sign the required transfer and share subscription  
documents, but I find he did not attend at the prescribed time nor sign the  
documents. Instead, he fired Ms. Zhao as CEO and had her forcibly removed from  
the AKC offices at the end of March 2018.  
[198] Overall, I find that both Dr. Wang’s conduct, and the conduct of Ms. Zhao and  
the Partnership, during this year tend to support their mutual intention to be bound  
by the December 5 Document, and to carry on with the Land Assembly on the  
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assumption that Dr. Wang would eventually subscribe to units in LP7 and transfer  
his shares in 107 Co (and therefore Lot 15), in accordance with its terms.  
[199] In April 2018, Ms. Zhao attempted to bring Dr. Wang and 107 Co. into the  
LP7 through a proposed alternative arrangement, pursuant to settlement discussions  
that were ultimately unsuccessful. Both parties referred to these discussions and  
were content that settlement privilege had been waived in this regard. However,  
I do not consider it appropriate for this Court to put significant weight on good faith  
attempts to settle and the compromises that parties are prepared to make when they  
are ultimately unsuccessful.  
[200] Nevertheless, the Partnership Parties say I can review this correspondence  
not for the compromises themselves, but for Dr. Wang’s description of the December  
5 Document in that correspondence. Specifically, Dr. Wang objected in writing to  
Ms. Zhao’s description of the December 5 Document in her settlement proposal as a  
“Letter of Intent” stating: What we signed in December 5 2016 was an agreement,  
not a Letter of Intent. I’ve never refused to enforce this agreement and I have  
already paid 1.88 million dollars for this agreement,” essentially suggesting mala  
fides on Ms. Zhao’s part for suggesting anything less. His response also suggests  
that Dr. Wang’s requirement that Ms. Zhao face legal consequences for her  
“breaches” was the main barrier to a resolution at that time.  
[201] While I do not place any weight on the partiescontemplated compromises in  
this exchange, Dr. Wang’s written response does nothing to contradict my findings  
that his primary objection to performing the actions set out in the December 5  
Document relates more to his anger with Ms. Zhao than with the bargain itself.  
[202] My understanding is that the parties hired lawyers soon after this, and that  
this and related matters have been in litigation since 2018.  
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IS THE DECEMBER 5 DOCUMENT A BINDING CONTRACT?  
[203] The central issue in these two actions is whether the December 5 Document  
is an enforceable contract. There is no controversy before me on the legal test that  
must be applied to make this determination.  
[204] The test and the considerations relevant to determining whether a contract  
has been formed were recently affirmed and summarized by the BC Court of Appeal  
in Oswald v. Start Up SRL, 2021 BCCA 352 at para. 34 as follows:  
(a)  
(b)  
(c)  
(d)  
there must be an intention to contract;  
the essential terms must be agreed to [by] the parties;  
the essential terms must be sufficiently certain;  
whether the requirements of a binding contract are met must be  
determined from the perspective of an objective reasonable  
bystander, not the subjective intentions of the parties; and  
(e)  
the determination is contextual and must take into account all material  
facts, including the communications between the parties and the  
conduct of the parties both before and after the agreement is made.  
[205] The test that governs whether the parties have formed an enforceable  
contract essentially involves answering two questions: (1) whether the parties  
objectively intended to enter contractual relations; and (2) whether they had reached  
agreement on essential terms that are sufficiently certain to enforce: Matic v.  
Waldner, 2016 MBCA 60 at para. 55, leave to appeal ref’d [2016] S.C.C.A. No. 359;  
Concord Pacific Acquisitions Inc. v. Oei, 2022 BCCA 16 at para. 18.  
[206] The court’s determination of contractual intention is rooted in the facts and  
requires it to consider whether a reasonable third-party observer would conclude  
from all the circumstances, including the document itself, the circumstances  
underlying execution, and the partiessubsequent conduct, that the parties intended  
to enter into binding legal relations: UBS Securities Canada, Inc. v. Sands Brothers  
Canada Ltd., 2009 ONCA 328 at para. 47; Hoban Construction Ltd. v. Alexander,  
2012 BCCA 75 at para. 51; Spiegel v. Meilman, 2017 BCSC 766 at para. 33.  
 
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[207] The case law recognizes that the above determinations are fact-driven:  
Concord Pacific Acquisitions Inc. v. Oei, 2019 BCSC 1190 at para. 324, aff’d  
Concord Pacific BCCA.  
[208] Critical to a determination of the nature of the December 5 Document in this  
case is the distinction between non-binding preliminary agreements to agree,  
agreements to enter into further agreements without binding intent, and agreements  
with binding intent that anticipate further documentation. This continuum was  
described by the Ontario Court of Appeal in Bawitko Investments Ltd. v. Kernels  
Popcorn Ltd. (1991), 79 D.L.R. (4th) 97 (O.N.C.A.) at 103104:  
As a matter of normal business practice, parties planning to make a formal  
written document the expression of their agreement, necessarily discuss and  
negotiate the proposed terms of the agreement before they enter into it. They  
frequently agree upon all of the terms to be incorporated into the intended  
written document before it is prepared. Their agreement may be expressed  
orally or by way of memorandum, by exchange of correspondence, or other  
informal writings. The parties may "contract to make a contract", that is to  
say, they may bind themselves to execute at a future date a formal written  
agreement containing specific terms and conditions. When they agree on all  
of the essential provisions to be incorporated in a formal document with the  
intention that their agreement shall thereupon become binding, they will have  
fulfilled all the requisites for the formation of a contract. The fact that a formal  
written document to the same effect is to be thereafter prepared and signed  
does not alter the binding validity of the original contract.  
However, when the original contract is incomplete because essential  
provisions intended to govern the contractual relationship have not been  
settled or agreed upon; or the contract is too general or uncertain to be valid  
in itself and is dependent on the making of a formal contract; or the  
understanding or intention of the parties, even if there is no uncertainty as to  
the terms of their agreement, is that their legal obligations are to be deferred  
until a formal contract has been approved and executed, the original or  
preliminary agreement cannot constitute an enforceable contract. In other  
words, in such circumstances the "contract to make a contract" is not a  
contract at all. The execution of the contemplated formal document is not  
intended only as a solemn record or memorial of an already complete and  
binding contract but is essential to the formation of the contract itself. . .  
[Emphasis added; Citations omitted.]  
[209] Ultimately, the determination of what was objectively intended by the parties,  
including where on this continuum of contract formation the December 5 Document  
lies, rests on both the wording of the Document itself and its factual context.  
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[210] While the parties agree on the above principles, they differ on the issue of  
who bears the legal onus in this case.  
[211] The Partnership Parties rely on Langley Lo-Cost Builders Ltd. v. 474835 B.C.  
Ltd., 2000 BCCA 365 at para. 20 to argue that the party denying the validity of a  
written and signed agreement bears the onus of proving that the parties did not  
intend to be bound by it, and that this onus is heavy. They say that the December 5  
Document is in contractual written form and is signed, and so the onus is on the  
Wang Parties to prove the absence of contractual intent.  
[212] The Wang Parties say that the Partnership Parties have the legal and  
evidentiary burden to prove that the alleged contract was made, and the terms of  
that contract, because they are the parties that seek to rely on the validity of the  
contract, relying on Concord Pacific BCSC at para. 82; Cutts v. Alterra Property  
Group Ltd., 2013 BCSC 1951 at para. 48, and others. They say this is not a case  
where a reverse onus arises as a result of the form of the document.  
[213] Both parties say that regardless of who bears the onus, they have met their  
legal and evidentiary burdens with respect to the validity of the December 5  
Document.  
[214] The Partnership Parties rely heavily on commentary in Langley regarding the  
onus on a party that signed an agreement to establish that they did not intend for  
their signature to bind them. Ultimately, however, the Court in Langley did not rely on  
this reversed onus because the contract at issue in that case was not in contractual  
form. Nevertheless, a number of cases have since repeated the language of Langley  
with respect to this onus.  
[215] Most notably in Oswald v. Start Up SRL, 2020 BCSC 1730, this Court  
summarized these cases and sought to reconcile them:  
[134] In my opinion, Concord Pacific sets out the general rule that the onus  
of proving the existence of a contract is on the party who pleads the  
existence of the contract. Langley and CAE Industries establish a limited  
exception to this general rule and a reverse-onus situation. The exception  
applies where, to use the words of McEachern, C.J.B.C., “the form of  
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documentation was clearly contractual” (Langley at para. 20). As to what  
constitutes “clearly contractual” documentation, this would include formal  
documents titled “Agreement” or “Contract”, signed by the parties and  
containing words of agreement. “Clearly contractual” documentation might  
also include letters that unambiguously include terms or phrases of  
agreement, such as in CAE Industries.  
[135] I am inclined to agree with Mr. Oswald and Mr. Mhamunkar that the  
exception to the general rule applies in this case. The MOU contains wording  
that, in my view, is clearly contractual in nature. Nevertheless, this case does  
not turn on who has the onus and burden of proof. As will be seen, I am of  
the view that Mr. Oswald and Mr. Mhamunkar have proven on a balance of  
probabilities: that there was an intention to contract; the terms of the contract  
with requisite specificity; and that there has been a breach of the contract.  
[216] In Concord Pacific BCSC, Justice Voith (as he then was) relied on the general  
rule that the onus of proving the existence of a contract is on the party who pleads  
and relies upon its existence. In that case, the agreement at issue was signed and  
was in something much closer to a “contractual form” than in Langley and possibly  
even Oswald.  
[217] The Court of Appeal upheld this Court’s decisions in both Oswald BCSC and  
Concord Pacific BCSC and largely endorsed the statement of legal principles in  
each. In neither case did the Court of Appeal comment on the onus, and whether it  
was reversed by a signed agreement in clearly contractual form (likely because  
nothing turned on that onus in either case).  
[218] Having considered these cases, I am of the view that Langley should not be  
viewed as reversing the legal onus to prove a contract on the party seeking to rely  
on that contract. Rather, I would view the language in Langley as pointing to an  
inherent difficulty for a party that signs a document to overcome the evidentiary  
weight of such evidence to show they were evincing no binding intent. That is an  
evidentiary issue more so than a reversal of the burden of proof. I would not displace  
the legal onus on the Partnership Parties in these two actions to prove the binding  
intent of the parties who signed the December 5 Document because of the form that  
document takes, and I apply that onus in these reasons.  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
Page 60  
[219] In any event, as in Oswald and Concord Pacific, this is not a case that turns  
on the legal onus or burden of proof. For the reasons set out below, I have  
concluded that the Partnership Parties have proven on a balance of probabilities that  
an objective bystander would conclude that the signatories to the December 5  
Document intended to enter into a binding contract. This is not a case where my  
determination depends on the placement of a legal onus.  
[220] I turn then to my analysis of the evidence regarding the two elements that the  
Partnership Parties are required to establish on a balance of probabilities: that the  
parties objectively intended to be bound to by the December 5 Document, and that  
the essential terms of that Document are sufficiently certain.  
A. Did the Parties Intend to be Bound?  
Position of the Parties  
[221] The Wang Parties say that, on its face, the December 5 Document provides  
minimal indication of an intention to be bound, pointing to the following evidence:  
a) there is no title on the document;  
b) there is no express statement that the terms are binding;  
c) there is no statement of the purpose of the agreement;  
d) a number of the terms are future-oriented, including that:  
i. “After” December 1, 2016 the subscription price will increase by  
$0.03 per month;  
ii. “After” Party B owns the property, if Party B needs to mortgage  
the property and obtain a personal guarantee from Party A,  
Party B shall pay a guarantee fee; and  
iii. both parties “will further sign” other agreements.  
[222] They also say that the context in which the document was executed further  
suggests that it was not intended to be a final agreement, notably because it was  
executed urgently, after repeated requests on December 4 and 5, 2016, and there is  
very limited evidence of any detailed discussion between Ms. Zhao and Dr. Wang  
about its contents.  
   
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Page 61  
[223] The Wang Parties also point to the absence of legal advice in the drafting of  
the December 5 Document as indicating a lack of intent by the parties to be bound.  
They say that Ms. Zhao was in regular contact with counsel regarding other legal  
documents at that time, and so the most plausible explanation for her decision not to  
consult with legal counsel in drafting the December 5 Document is that she did not  
intend for it to be binding.  
[224] The Partnership Parties submit that the Wang Parties have not established  
that the parties did not objectively intend to contract, pointing to the following:  
a) that the original, signed copy of the December 5 Document is in Chinese,  
and that Dr. Wang reviewed it, negotiated its terms with Ms. Zhao, and  
signed it, as did Ms. Zhao; and  
b) that the circumstances at the time, as well as the parties’ subsequent  
conduct, do not support the conclusion that the parties intended this to be  
anything other than a binding agreement.  
[225] The Partnership Parties say that the parties’ subsequent conduct indicates an  
intent to be bound; reinforces a conclusion that essential terms are sufficiently  
certain and have been agreed to; and shows that the parties did not intend to delay  
binding obligations until the execution of the formal agreements and documents,  
relying on Oswald at para. 50 and Matic at para. 63. To that end, the Partnership  
Parties rely on the parties’ subsequent actions based on the commitments contained  
in the December 5 Document, including the continued pursuit and investment in the  
Land Assembly throughout 2017 and even 2018. They rely on Ms. Zhao’s frequent  
reminders to Dr. Wang of his obligation to transfer Lot 15 to the Partnership, and  
Dr. Wang’s intermittent affirmations through 2017 and early 2018 that this was his  
intention. They also rely on Dr. Wang’s assignment of Lot 35 to 109 Co. in  
December 2016, the mortgage taken out by Ms. Zhao against Lot 15 in January  
2017, the Minutes affirming the transfer of Lot 15 on February 1, 2016, and the  
financial statements for 107 Co. which indicate that that company had “investments  
in partnership/joint venture” as a long-term investment of $1.88 million.  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
Page 62  
[226] Despite the fact that Dr Wang had not signed the documents to effect the  
transfer of 107 Co. or subscribe to shares in LP7, the Partnership Parties say  
that both parties’ subsequent conduct indicates an objective intention that the  
December 5 Document was binding upon them.  
Determination  
[227] I have already stated my factual finding that Dr. Wang subjectively intended  
that the December 5 Document be binding. Dr. Wang believed that documents that  
he signed carried legal obligations that were tied to both his integrity and the integrity  
of others that signed them, even if they were just meeting minutes. Of course,  
subjective intentions are not sufficient, and I must consider whether a reasonable  
and objective observer would consider that the Document was intended to bind the  
parties regardless of the signatories’ subjective intentions and beliefs: see for  
example Concord Pacific BCSC at paras. 316317; Oswald BCCA at para. 34.  
[228] I find that the December 5 Document on its face, although brief, is contractual  
in nature. It identifies the parties not as individuals but as parties to a contract,  
namely Party A and Party B. It then sets out the terms of a negotiated exchange of  
investments for units in a limited partnership via the obligations of Party A and Party  
B. It is initialed on each page and signed by the authorized representatives of those  
parties, and provides for the agreementto be subject to the laws of British  
Columbia.  
[229] I agree with the Wang Parties that aspects of the December 5 Document are  
not typical of a legally drafted contract in Canada, including that it is missing a title;  
an express statement that the terms are binding; and a statement of the purpose of  
the agreement. However, none of these features are essential to a binding contract,  
and their absence is not surprising given that it was not drafted by legal counsel.  
I note that the signatories signed at least two other documents, the JVA and the  
Minutes, with no greater clarity or formality, and that the evidence suggests that they  
intended those documents to be binding.  
 
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
Page 63  
[230] I find that the immediate factual context of the December 5 Document, and  
the urgency of reaching such an agreement, tends to support, rather than detract  
from, the binding nature of that Document. The immediate factual context was that  
the Partnership needed to secure nearly $2 million to close the purchase of Lot 35  
only ten days later, and more than $10 million in total for transactions closing in the  
next 60 days. Securing those funds required the assignment of 107 Co.’s interest in  
Lot 35, as well as the Wang Parties’ binding commitment to transfer their interest in  
the other Deposit Properties and Lot 15 to the Partnership.  
[231] Dr. Wang also urgently needed to secure value for his $1.18 million  
investment in the Deposits. Had the Wang Parties not reached such an agreement,  
Dr. Wang was aware that he would lose those Deposits and that Lot 15 would be of  
limited value to him. The purposes of the December 5 Document were important to  
him, stated in his own words as follows:  
With this agreement, it specifies the purpose of my investment . . . what my  
investment would be used for, where it would be spent.  
[. . .]  
Second purpose was to state or to make it clear after this LP, as the earliest  
investor, what sort of special treatment or benefit would I get as such an early  
investor  
[232] The urgency and relative simplicity of this situation explains why the  
December 5 Document was not drafted by counsel and required that further  
documents be signed to effect the share subscription and transfers it contemplated.  
[233] I agree that there was limited evidence in this trial of detailed discussions  
between Ms. Zhao and Dr. Wang about the contents of the December 5 Document.  
The WeChats in late November 2016 and early December 2016 show a number of  
iterations of the Document being provided over the days preceding, and reference a  
package of documents sent to Dr. Wang through his executive assistant, but neither  
party tendered these documents. The evidence before me suggests that the parties  
had several discussions over a number of days, only a subset of which are included  
in the documentary evidence or that the parties could recall five years later at trial.  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
Page 64  
[234] The fact that a number of the terms of the December 5 Document are future-  
oriented is not uncommon to binding contractual relations. I consider that the main  
issues arising from these provisions is whether:  
a) the requirement for the parties to sign a partnership subscription  
agreement “and other related agreement(s)” indicates an objective  
intention that the December 5 Document itself was not intended to be  
binding but only these later documents; and  
b) subsequent conduct that was not consistent with those future-oriented  
provisions regarding guarantee fees, management fees, and the  
subscription price suggests that there was no intention to be bound by  
those conditions on December 5, 2016.  
[235] With respect to the contemplation of a subscription agreement “and other  
related agreements”, the law is clear that “an agreement is not incomplete simply  
because it calls for the execution of further documents”: UBS at para. 47. As was  
noted in Concord BCSC at para. 312, UBS has been relied upon numerous times in  
this province.  
[236] I find that the whole of the evidence indicates that the parties objectively  
intended to bind each other to these terms, knowing that the documents required to  
effect this exchange would still have to be prepared and signed. I also find that both  
signatories believed that they had reached final and binding terms for this exchange.  
Moreover, I find that on the continuum of contract formation set out in Bawitko, an  
objective observer would conclude that the parties had agreed to the terms in the  
December 5 Document and that the requirement of further documentation to effect  
these agreements did not undermine this binding intent.  
[237] With respect to the partiessubsequent conduct, I agree with the Wang  
Parties that neither party exhibited perfect compliance, and that in some  
circumstances their non-compliance might indicate to a reasonable observer that in  
fact the parties did not intend to be bound when they initially signed the Document.  
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Page 65  
[238] One example of non-compliance relied upon by the Wang Parties is that  
the Partnership did not pay the Wang Parties a guarantee fee for the mortgage on  
Lot 15 in January 2017. However, I note that, at that point, Lot 15 had not yet been  
transferred to the Partnership and Dr. Wang sought to keep Lot 15 and more than  
half of the mortgage funds for himself. Therefore, it is not clear that the guarantee  
fee was properly applicable. I find that the fact that the mortgage did proceed against  
Lot 15 at all, that this mortgage was arranged by Ms. Zhao, and that $700,000 of  
those funds went to the Partnership with Dr. Wang’s consent, are more supportive of  
the partiesobjective intent to be bound by the broader terms of the December 5  
Document than not.  
[239] A second representation in the December 5 Document was that GP7 would  
charge a management fee of 1%, but the Limited Partnership Agreement for GP7,  
formalized only ten days later, provided for a management fee “equal to 2% of the  
aggregate capital contribution”. Ms. Zhao explained this as a total of 2% for what  
was anticipated as a two-year contract, whereas the 1% agreed to in the December  
5 Document was annual. I am not fully convinced of this explanation, and it appears  
to be an inconsistency between these agreements. I find that it is some evidence of  
contradictory subsequent conduct, but not significant or weighty evidence of the  
parties’ objective intentions in the context of the whole of the evidence.  
[240] Finally, the Wang Parties argue that Dr. Wang negotiated for a subscription  
price that would increase three cents a month, and that other investors, including  
Mr. Bin Chen, were not charged this higher price. This was a term that was included  
in the initial draft sent by Ms. Zhao to Dr. Wang on November 27, and the evidence  
indicates it was used by Dr. Wang to negotiate a “premium” value for his early  
investments. Regarding other investors, the evidence before me is fairly scant as to  
whether the unit price changed from what was represented. I accept Ms. Zhao’s  
explanation that when Mr. Bin Chen signed his share subscription agreement in May  
2017 at $1/unit (rather than at $1.15/unit), that lower price reflected his substantial  
financial commitments as of December 2016. While there was some evidence  
before me that the Partnership was not able to demand a higher unit price in later  
Ai Kang Yi Yuan Enterprises Corp. v. 1098586 B.C. Ltd.  
Page 66  
years, by then Dr. Wang had still not transferred Lot 15, litigation had commenced,  
and the future of the Land Assembly was in jeopardy. I am not convinced that this  
subsequent conduct has any bearing on the parties’ objective intentions at the  
relevant time.  
[241] The Wang Parties also argue that control of his investments was very  
important to Dr. Wang, and that he therefore would not have bound himself  
objectively to any agreement whereby he was not certain of his ongoing control of  
the Partnership. They say that Dr. Wang’s testimony indicates that he would have  
found a way to pay the 15% foreign buyerstax himself or would have forgone the  
investments altogether, rather than bind himself to a contract that might allow a  
corporation he did not control to hold his property or manage his investment.  
[242] I agree that Dr. Wang frequently emphasized the importance of his corporate  
control. He was also convinced at trial that Ms. Zhao’s efforts to purchase the  
Properties and future Land Assembly properties without paying the 15% foreign  
buyerstax were simply excuses for her to steal his company and investments.  
[243] However, for the reasons stated above, I find Dr. Wang’s testimony about his  
actions and state of mind in 2016 to be wholly unreliable. I prefer to rely on his  
conduct and words as recorded in the documentary evidence from that time.  
[244] Dr. Wang’s conduct indicates that in 2016 he implicitly trusted Ms. Zhao to  
manage his investments, including the Land Assembly and the Renfrew Street  
project. He accepted it was general practice for Ms. Zhao to incorporate new  
companies to make real estate investments, and raised no objections to Ms. Zhao  
signing the documentation required for those corporations to purchase property  
using his investment funds. He also recognized that a partnership was different from  
AKC-managed projects because they involved other investors who would want to  
have some control, which was done on the Renfrew Street project through GP6.  
[245] He signed the subscription agreement for units in the Renfrew Street project  
in October 2016, approximately a month before the shareholding st