Ang v. Ang, 2025 ONSC 2804

Court File No.: CV-22-676612-00CL
Date: 2025-05-07
Superior Court of Justice – Ontario (Commercial List)

Between:
David Ang (Plaintiff/Applicant)
and
Mark Ang, Bolt Technologies Incorporated (formerly Second Closet Incorporated), Mark Ang Holdings Inc. (Defendants/Respondents)

Before: W.D. Black

Counsel:

F. Scott Turton, for the plaintiff and defendants by counterclaim
Richard Swan and Alexander C. Payne, for the defendant/plaintiff by counterclaim Bolt Technologies Incorporated (formerly known as Second Closet Incorporated)
Gabriel Latner, for the defendants Mark Ang and Mark Ang Holdings Inc.

Heard: March 3 to March 14, April 15, and April 17, 2025

Endorsement

Overview

[1] This case arises from an unfortunate dispute and parting between two brothers.

[2] The plaintiff, David Ang, is the older brother, born in 1994. The defendant, Mark Ang, is the younger brother, born in 1995. Given their shared last name, I will refer to the Ang brothers as “David” and “Mark” in these reasons, and from time to time as the “Brothers.”

[3] As this case was originally conceived and pleaded, David claims that he and Mark had an abiding and shared understanding, confirmed in an oral agreement, that they would split equally the shares held between the two of them in the defendant Bolt Technologies Incorporated (“Bolt”), which was formerly known as Second Closet Incorporated.

[4] Mark, who came up with the idea and name for the business and was its original founder, denies any such oral agreement, and relies on various contemporaneous documents, including in particular a unanimous shareholders agreement (“USA”) dated May 31, 2017 (subsequently amended and restated on a couple of occasions). The USA specifically sets out their respective shareholdings (and those of other shareholders) and contains clauses, including an entire agreement clause, precluding David’s assertion of and purported reliance on an oral agreement.

[5] Until the conclusion of trial, David also claimed that he was wrongfully dismissed from Bolt’s employment in circumstance amounting to constructive dismissal.

[6] Bolt maintained that David was dismissed for cause in circumstances in which he was knowingly breaching fiduciary duties owed to Bolt. Bolt asserts a counterclaim for David’s misappropriation of Bolt’s propriety information, and his alleged sharing and use of that information for the benefit of Bolt competitors.

[7] In his closing submissions, and based on the trial evidence, David considerably narrowed and reformulated the substance of his claim.

[8] That is, David no longer asserts that an oral agreement existed per se. Instead, David theorizes that he formed the reasonable expectation that he would be an equal partner with Mark in Bolt based on representations that Mark made to David in early 2017. David now focuses on a claim that Mark’s failure to abide by those representations and honour those reasonable expectations constitutes actions that were oppressive, or unfairly prejudicial to, or unfairly disregarded David’s interests for purposes of the oppression remedy provisions of the Canada Business Corporations Act, RSC 1985, c C-44 (the “CBCA”) (from time to time I will refer to this claim under the CBCA as the “Oppression Claim”).

[9] In his closing, David also abandoned his claim for wrongful dismissal. He acknowledged that the evidence at trial proves that he suffered no damages under this head.

Issues to be Determined

[10] In order to decide this case, I must address at least the following issues:

(a) Was there an oral understanding between the brothers? Or, as now emphasized by David, were there representations by Mark creating a reasonable and enforceable expectation that their respective shares in Bolt would be evenly split between them?

(b) What is the impact, on the alleged oral understanding or representations, of the USA and related documents confirming the Brothers’ respective shareholdings, including the entire agreement, paramountcy, and other clauses excluding any other pre-existing or subsequent agreements or representations?

(c) Did David wrongly misappropriate proprietary Bolt information at or around the time of his departure from Bolt, did he share it with Bolt competitors and deploy it in competition against Bolt. If so, what breaches and damages flow from that behaviour?

[11] In addition, I must consider the role and impact of a particular document, the nature and circumstances of which are unique. In brief, at a certain point during the litigation, David purported to find, and produced, a photocopied document ostensibly dated June 9, 2017 (the “June 9, 2017 Document”). This document stated, in a single paragraph, an alleged agreement for the brothers to transfer their shares or proceeds of shares in Bolt (then Second Closet Incorporated) to a “joint family trust at a date in future.” Through this trust, the brothers’ “shares [would] be divided equally (50% each of the combined total – David 50%, Mark 50%).”

[12] The June 9, 2017 Document was allegedly signed by both David and Mark. – This document is a photocopy; no original of the document was produced in the litigation or otherwise.

[13] After producing the June 9, 2017 Document, David attested at various points, under oath, as to its genuineness. He attested that it was a true copy of an original, which was signed by the Brothers on its purported date, nine days following the execution of the May 31, 2017 USA.

[14] However, the defendants obtained an opinion dated May 2, 2022 from a forensic document examiner, Brian Lindblom. Mr. Lindblom concluded that what David said was Mark’s signature on the June 9, 2017 Document was highly probably not genuine.

[15] Because of Mr. Lindblom’s opinion, David resiled from his intended reliance on the June 9, 2017 Document prior to the trial. David advised that he would not tender this document in evidence. Consistent with this position, David did not adduce the June 9, 2017 Document in his evidence, did not contest Mr. Lindblom’s opinion, and when Mr. Lindblom testified at trial, David did not cross-examine him.

[16] The defendants, however, cross-examined David on the details and circumstances of the June 9, 2017 Document (which, I believe pursuant to a direction from Osborne J. at a pre-trial conference, was entered into evidence before me). They take the position that, although it is not genuine or admissible to prove its purported contents, it is nonetheless appropriate to take the document into account in assessing David’s credibility and the veracity of his claim as to the alleged oral understanding. I agreed that the document could be considered for those purposes.

[17] As will become evident, I believe that the June 9, 2017 Document is enormously problematic for David’s position in these proceedings. This is because of the circumstances of its creation and production in these proceedings, and in particular because of David’s about-face, when confronted with Mr. Lindblom’s report, as to its pedigree and veracity. That is particularly so given that David is invoking an equitable cause of action and relying on equitable notions of fairness in support of his assertion that I ought to find that Mark made certain representations to David, and that Mark’s conduct in failing to honour the expectations allegedly engendered by those representations comprises the Oppression Claim.

Conclusion

[18] For the reasons set out below, I have concluded that David’s claims against all defendants should be dismissed. I also find for Bolt in its counterclaim, and award it damages as set out below.

Relevant Background Facts

[19] The Ang brothers had a difficult childhood. David testified that their mother was abusive. Their father appears also to have been verbally abusive, a strict disciplinarian, and extremely demanding of his sons. Their parents divorced before Mark was born, very early in David’s life.

[20] At a certain point in their childhood (it appears at around ages 10 and 11 or so) the boys left their mother’s home and began to live with their father. As noted, it appears that their father Winston Ang (“Winston”) was very strict with the boys. He was also a self-described entrepreneur, it seems primarily as a developer and “flipper” of residential properties on a modest scale. Mark and David’s respective evidence suggests that Winston involved them in aspects of his business from very early ages, whether voluntarily or not is unclear. Winston expected his sons to succeed in business.

[21] There was also evidence that when the boys were in their mid to late teens, there was an incident in which a heated argument between Winston and David led to David threatening violence against Winston, in turn leading to the police being called and charges being laid against David. It appears that those charges were eventually withdrawn, but not before David had spent a brief time living in a half-way house as an apparent consequence of his involvement in the criminal justice system.

[22] David and Winston eventually reconciled, and David in fact worked in Winston’s business at a certain point after their altercation. However, it is clear that both boys had a somewhat turbulent relationship with their father. Mark also described Winston as “very adulterous,” and described that Winston had a series of marriages, one of which Mark said happened (apparently in Hawaii) while Winston was still married to his second wife, whom the boys described as their “stepmother.” Mark testified that his father obliged him not to divulge to their stepmother that Winston was seeing another woman (or other women), or the fact of Winston’s polygamy.

[23] It seems that Mark has, in recent years, been embroiled in litigation involving Winston and one or more of Winston’s romantic partners. The details of that litigation were not explored in any detail at trial and are not germane to the issues before me. However, this underlines the fraught family environment in which the Brothers were raised.

[24] Perhaps not surprisingly, prior to the major dispute in which they now find themselves, Mark and David have gone through at least one period in the past when, for many months at a time as a result of occasional fallings out, they did not speak with one another.

[25] In cross-examination of Mark, David’s counsel euphemistically described their family as “interesting”. That descriptor, in my view (and I suspect in the view of David’s counsel), significantly understates the Brothers’ volatile and difficult upbringing.

[26] Despite their challenging childhood, and perhaps in part because of it, the Ang brothers are in most ways impressive young men. They are accomplished, outwardly confident, and articulate. It is to their credit that, despite the difficulties in their early years, they have largely overcome that adversity, at least in terms of ostensible personal progress and accomplishments.

[27] In addition, however, perhaps owing also to their family circumstances, the Ang brothers are each somewhat combative. At this stage in their legal dispute, they have become very antagonistic towards one another.

[28] This is particularly unfortunate because the Ang brothers were mostly very close growing up. In their teens and early adult years they lived with one another at various points. The Brothers shared and developed many business ideas together and spoke more or less daily over many years.

[29] At some point, however, it appears that Mark emerged as the more focused and more successful of the two. Among other notable accomplishments, he had the idea for the Bolt business at the heart of this dispute. Based on Mark’s original idea, hard work, acute business acumen, savvy recruitment, serendipitous timing, and expert assistance in raising finances, Bolt evolved fairly rapidly into what is today a multimillion-dollar business.

[30] The dispute before me stems largely from David’s claim that he is as much responsible as Mark for Bolt’s success, and that, as noted, there was and is an oral understanding between the Ang brothers, based on a representation by Mark, that the Brothers would share 50-50 in Bolt.

[The remainder of the judgment continues in the same detailed, reasoned fashion, with subheadings and paragraphs as in the original, covering the following sections:]

First Issue: Was There a Representation by Mark, Did that Alleged Representation Lead to Reasonable Expectations on David’s Part, and is there Oppression
The “Second Closet” Business was Mark’s Idea
Early Steps to Develop the Business
Unfortunate but Largely Irrelevant Exchange Between the Brothers re WhiteOrange Software
Involvement of Additional Players in Bolt in Late 2016 and/or Early 2017
Evidence and Role of Brandon Li
Evidence and Involvement of Heindrik Bernabe
The Unanimous Shareholders’ Agreement
Impact of USA on David’s Claims
Insufficient Evidence to Prove Alleged Oral Understanding/Representations
David’s “Clean Hands” Problems
Change in David’s Claim and Theory of the Case
The Claim for Oppression Based on a Misrepresentation
Inconsistency in David’s Position re Number of Shares He Seeks
Conclusions re Alleged Oral Understanding and Alleged Representation(s)
Bolt’s Repurchase of Portion of David’s Shares
Transfer of Shares by Mark to Mark Ang Holdings
Additional Facts Relevant to David’s Wrongful Dismissal claim and Bolt’s Counterclaim
David’s Time in Vancouver
Change in David’s Level of Engagement Upon Return to Toronto
David’s First Proposed Resignation in December of 2019
Continued Difficulties Between the Brothers
David’s Resignation in December of 2020
David’s Conduct and Activities After Delivering notice of Resignation
Bolt Terminates David for Cause
Analysis of Bolt’s Counterclaim
Legal Basis for Counterclaim
Relevant Details of David’s Consulting Engagement with SCI
The Send Business(es)
Conclusion regarding Counterclaim
Quantification of Damages in Counterclaim
Claim for Punitive Damages
Costs

Disposition

For the reasons set out above, David’s claims against all defendants are dismissed. Bolt’s counterclaim is allowed, with damages and punitive damages as set out in the judgment.

Cited Legislation

Canada Business Corporations Act, RSC 1985, c C-44

Cited Case Law

W.D. Black
Date: May 7, 2025

Ang v. Ang, 2025 ONSC 2804

Case Summary

Ang v. Ang, 2025 ONSC 2804

Endorsement

Overview

Issues to be Determined

Conclusion

Relevant Background Facts

[The remainder of the judgment continues in the same detailed, reasoned fashion, with subheadings and paragraphs as in the original, covering the following sections:]

Disposition

Cited Legislation

Cited Case Law

This Proceeding

Judge

Counsel

Parties

Areas of Law

Legislation 1