The oldest pub in BC became the unlikely test of a costly planning gap
A B.C. appeal ruling shows how a private-company stake can trap an estate when there is no clear buyout path. [
In Golden Spigot Pub Ltd. v. Eddy Ng Management Services Ltd., 2026 BCCA 231, the Court of Appeal for British Columbia ruled on May 29, 2026 that Golden Spigot Pub Ltd.’s owners can avoid liquidation only if they elect within 30 days to buy the petitioners’ shares at a fair value, with the matter returning to the Supreme Court of British Columbia to supervise the process. The court also upheld the dismissal of the petitioners’ oppression claim.
The dispute grew out of a pub business that David Wong and Eddy Ng set up in 2002 through Golden Spigot Pub Ltd. and Six Mile Pub Ltd. to acquire and run the Six Mile Pub in Greater Victoria, which the court said is reputed to be the oldest pub in British Columbia. The ruling says the two men conceived of the enterprise, in practical terms, as a partnership, with each expecting to raise $550,000 toward the purchase. By the time the acquisition closed in 2004, however, Ng had raised about $380,000, including $222,450 by mortgaging his home.
The relationship later broke down. The court said Ng’s involvement in the business diminished after about two years, he was removed as a director in 2014, and he died in May 2016. The shares tied to his side of the business remained in Eddy Ng Management Services Ltd. and in his mother’s estate, but the company had no shareholders’ agreement requiring a buyout and had never paid cash dividends to shareholders. As the appeal court put it, there is simply no real market for a minority stake in a closely held company that pays no dividends.
That left the estate trying to exit an illiquid private holding. In 2016, Wong said he was willing to buy the ENMS shares for $258,278 and the Wei Ying Lee estate’s shares for $161,667, figures the judgment says were based on an 11% increase over the amount invested about 12 years earlier. The court recorded Ling Zhu Ng’s position that those amounts did not reflect the steep increase in the value of the underlying real property, and said that position was borne out by the evidence. Further discussions took place in 2019 and 2020, but the offer remained pegged to the same 11% increase model.
The petitioners went to the Supreme Court of British Columbia in 2024. Their primary claim was oppression under section 227 of the Business Corporations Act. In the alternative, they argued it was just and equitable to liquidate the company under section 324. The trial judge rejected the oppression claim but ordered liquidation, and the majority side appealed.
The Court of Appeal agreed that relief under section 324 was available, but said outright liquidation was too blunt a remedy in the circumstances. Instead, it replaced the liquidation order with a 30-day election: the appellants may purchase the petitioners’ shares, or cause the company to redeem them, at a fair price set through a valuation process. If they do not, liquidation will proceed.
For advisors with business-owner clients, the lesson is plain. Without a buy-sell clause, a dividend policy, or a funded exit, a private stake can trap an estate for years and leave a court to set the terms of the exit.
