Twin brothers who owned and operated a group of companies together for some 30 years have squared off in B.C. Supreme Court in Vancouver over their business concerns.
Chief Justice Christopher Hinkson, presiding over the case, described Surrey resident Kerry Hawley and Langley resident Kelly Petersen as “self-made successes” who own Value Equity Ltd., Mega Cranes Ltd., MBS Structural Engineering Ltd., Mega Truck and Transportation Ltd., Mega Lift Ltd., Mega Building Systems Inc. and Mega Structures Ltd.
The Mega Group buys, sells, and operate cranes that are used in construction. It has annual revenues of about $10 million, and administrative offices at 6330 – 148th St. in Sullivan.
Petersen sought a receivership order concerning land, other assets, undertakings and property of Value Equity Ltd. pursuant to the Business Corporations Act but Hinkson denied his application on Jan. 12, finding the disputed evidence did not support “a determination that the appointment of a receiver is fair and convenient, particularly considering the additional costs and nature of the assets.” Each twin owns half of Value with Hawley serving as president and Petersen its vice-president and secretary.
“By May 27, 2020, the relationship between Mr. Petersen and Mr. Hawley had fallen apart, and the two engaged in a physical altercation that resulted in the involvement of the RCMP,” Hinkson noted in his reasons for judgment.
“While each brother blames the other for the differences that have arisen between them, it is unnecessary for me to decide who to believe. I am satisfied that Mr. Petersen and Mr. Hawley now have irreconcilable differences that, due to their equal shareholdings, compromise the management and operations of Value,” the judge found. However, he added, he was “not persuaded that the allegation of misuse of assets by Mr. Hawley has been made out, based on the competing evidence of the brothers.”
Petersen alleged his twin fired him, withheld his salary, ended his health and medical coverage, removed his signing authority in the Mega Group, and changed the locks in the Mega Group offices, barring him from the front door, lunch rooms, computer room, personal office space, boardroom and filing cabinets. He also claims Hawley barred his access to the corporate server and his email by changing the password, either directly or through others informed vendors and suppliers his brother had been fired, purported to pass pre-dated director’s resolutions removing him as director of the Mega Group, told corporate bankers and legal counsel he was no longer with the Mega Group, and seized sole control of the corporate bank and investment accounts.
Hinkson noted that Petersen also swore in an affidavit that his brother made “unauthorized use of funds” related to Value to buy a waterfront home in Mexico, a home in Shuswap, buy property in White Rock, and make payments of personal expenses on his credit cards, tuition payments for his children, pay legal fees and buy luxury vehicles, including one for his spouse.
Hawley, for his part, countered that there is no evidence his twin was removed as a director or officer of Value and that both remain authorized signatories to Value’s bank accounts. He told the court he used personal funds to purchase the properties in Mexico, Shuswap, and White Rock and denied having “a credit card for Value,” or making credit card use for personal expenditures, or using Value funds for his children’s tuition, or legal fees, or vehicle purchases.
“To the extent that funds have been transferred from Value to Mega Cranes Ltd., Mr. Hawley says that in so doing, he simply followed Mr. Petersen’s practice prior to 2019,” the judge noted.
“Insofar as access by Mr. Petersen to his personal email is concerned, Mr. Hawley asserts that this is Mr. Petersen’s own fault as he failed to change his email address in June of 2020, and that arrangements have been made to forward email sent to the Surrey Depot email account to Mr. Petersen’s personal email,” Hinkson noted. “Mr. Hawley denies that Value’s assets need the protection of a receiver, asserting that they are almost entirely land holdings that are not in jeopardy.”
Hinkson said that while he has “concern over the alleged misrepresentation of revenues” he was not prepared to make a finding that this “has indeed occurred, or pertains to the revenues of Value.
“I am not persuaded that the allegation of misuse of assets by Mr. Hawley has been made out, based on the competing evidence of the brothers,” he decided.