In a March 31 decision, a B.C. Supreme Court judge has ordered defendants in a dispute involving a Vanderhoof hay company to hand over emails and documents, marking the latest judgment in a multi-year legal battle.
This follows March 6, when plaintiffs Judd Ying Yu Wu, Jessica Ju Ying Wu and Alfalfa Holdings Ltd. appealed a denied request for defendants Tophay Leo Farms Ltd. (Tophay Leo), TopHay Agri-Industries Inc. (Tophay Agri), Yi Ding and others to produce specific documents.
Justice Anita Chan's recent decision at the end of March states that the defendants must disclose, within 30 days, four specified emails and attachments regarding a 2021 valuation report and all documents where the defendants used valuations or appraisals, such as loan applications or business transactions for which valuations or appraisals were relied on.
Tophay Leo and its subsidiary Tophay Agri are in the business of farming, harvesting, compressing and processing hay for export. However, the Wus allege they were wrongfully removed from the business by the defendants, according to information in Justice Chan's written reasons for judgment.
The documents state Judd and Ding incorporated Tophay Agri in 2018, purchased a 76‑acre farm in Vanderhoof and built facilities for hay production and export.
Judd and his wife Jessica moved to Vanderhoof, where Judd managed the day-to-day business, while Jessica provided bookkeeping and office administration services.
Ding’s role at Tophay Agri was marketing and sales of hay in China. A company was established in China, for that purpose, which Ding managed.
Other investors became shareholders from 2013 to 2015 and there was roughly 8,000 acres of farmland in Vanderhoof acquired.
Tophay Agri became a wholly owned subsidiary of Tophay Leo, and Judd and Ding became two of the three directors of Tophay Leo under a 2016 shareholders’ agreement. Tophay-Agri and Driscoll Brands LLC of Idaho entered a joint venture to export hay to China in 2017.
However, the plaintiffs allege that in September 2018, Ding orchestrated a takeover, removing Judd as a director and firing him and Jessica.
In May 2019, the defendants took legal action against the Wus, alleging Judd had caused Topfor to overcharge for logistics services, obtained kickbacks, failed to maintain proper accounting records, caused unauthorized payments to be made and engaged in related party transactions, caused the improper repayment of funds to himself and had improperly used Tophay’s Vanderhoof offices for his own business.
The plaintiffs sued in October 2019 alleging wrongful means conspiracy, shareholder oppression and wrongful dismissal.
Both actions are to be tried together.
