加国无忧法律诉讼结局（I）: 赵平波不是合伙人而是15%股东

加国无忧是一个十几年来，一直服务于华人社区的成功社交网站。该网站是由赵平原设计，创建，但其兄长赵平波也付出了大量心血和汗水。 随着加国无忧网站2003年名声鹤起，兄弟俩的关系也出现裂痕，以致最终导致一场从诉讼到庭审的长达近5年的法庭官司。毋庸置疑，这样的法庭拉锯战不仅让两兄弟心力交瘁，也消耗了公司的大量财力。在经过14天的审理后，法庭在2016年4月公布了“判决理由”，随后又在2016年11月公布了“补充判决理由”，给这场漫长而又代价高昂的官司战画上了句号。

51.ca is a successful social media website serving the Chinese community for over a decade. While Zhao Pingyuan designed and created the website, his older brother Zhao Pingbo, contributed to its success by putting blood and sweat. However, as the company started to take off in late 2003, tension between the brothers quickly surfaced, which eventually sparked a legal battle that ranged from claims to lengthy trials and lasted for almost 5 years. Needless to say, such a court battle would not only cause emotional trauma to the brothers, but also serious financial drain to the company. After 14 trial days’ trial, the court issued “reasons for judgement” in April 2016 and “supplemental reasons for judgement” in Nov.2016, putting an end to a lengthy and costly legal battle. 

法庭：赵平波不是持股40%的股东，更不是持股40%的合伙人

Court: Pingbo not a 40% shareholder, let alone a 40% partner

赵平波起诉的目的之一是寻求法庭承认他在2010年8月之前，他已成为公司事实上的40%的合伙人，而这一身份可以让他在公司里有更多的发言权，并能以更有利的身份去和他的弟弟分享利润。平波认为他是以自己的“血汗权益”成为加国无忧的合伙人的，且他在使加国无忧从一个名不见经传的，不盈利网站而变成一个成功的门户网站和社交媒体巨头中功不可没。他特别提到2003年发生令人震惊的张东岳谋杀案后，他随即创建了网上论坛，并昼夜不停地发表消息跟进事件的最新进展，从而吸引了大量华社成员涌入论坛发表评论。他还称，在加国无忧于2004年5月面对$200万元法律索赔时，正是因为他成功地将这起官司变成一个公众事件，才导致被告撤回诉讼，并使网站更加红火，兴旺。

Part of Pingbo’s legal claim intended to seek court’s recognition that prior to Aug. 2010, he forged a relationship with the business as a de facto 40% partner, which would give him more say over the business and put him in a better position in splitting the profit with his brother. Pingbo believed that he became a partner of 51.ca through his “sweat equities”, and played a critical role in turning 51.ca from a little known, non-profitable website into a successful internet portal and a social media giant. He particularly cited his efforts in creating a forum after the shocking incident of Cecilia Zhang’s murder in 2003. Comments from the community members flooded into the forum, in responding to his relentless coverage on the incident that carried from day to night. He also cited his efforts in turning a $2 million legal claim against 51.ca in May 2004 into a public event, which resulted in the withdraw of the claim and fueled the further growth of the site.

但是，赵平波认为,凭借这些努力和功绩可享受40%合伙权的论点却被法庭驳回，法庭称，赵平波的血汗权益并未得到赵平原的认可，且双方也没有显示出任何意愿以合伙人身份运营公司。法庭指出平波并未能通过他在2007年的备忘录中抓住机会确定自己合伙人身份。法庭还认定加国无忧网站为创建人赵平原所有，赵平波在2010年8月份以前的身份是拿佣金的独立承包商。但法庭同时也认定在赵平原在公司注册之时将15%股权作为礼物赠送给赵平波后，他便是该公司持股15%的股东。

But Pingbo’s argument that his efforts and achievements entitled him to a 40% partnership interest was rejected by court, stating that Pingyuan had never agreed to such a partnership deal in recognitions of Pingbo’s sweat equity，neither did the parties intend to carry on the business as a partnership. It further stated that Pingbo had failed to assert his partnership position through his 2007 memorandum. It concluded that the business was owned by Pingyuan, the creator of the website and that Pingbo was acting as an independent contractor compensated by commission prior to Aug. 2010. However, the court recognized his relationship with the company as a 15% shareholder, as Pingyuan offered the shares to him as a gift when the company was incorporated.

2010年8月是加国无忧网站的最为动荡的一个月，也是平波，平原的关系最为紧张的时期。兄弟二人因利益纷争而口角不断，行动升级。8月25日，赵平原取消了赵平波的银行签字权，几天后，深感痛苦和绝望的赵平波向华裔社区发出一封令人震惊的公开信，公开了兄弟二人之间的经济纠纷，以及“不公的收益分配”的指控。 不管是否出于平波之意料，这封公开信最终促使平原终止了平波在加国无忧的合同工作，甚至给平波的股东身份造成威胁。

Aug. 2010 was a tumultuous month for 51.ca and testing time for the brother’s relationship, when the brothers’ fight over profits escalated into more serious blaming game and aggressive actions. On Aug. 25, Pingyuan took away Pingbo’s signing authorities in the companies’ bank accounts, and a few days later, Pingbo, out of his anguish and despair, published a shocking open letter to the community, which he disclosed the financial dispute between the brothers and the allegedly unfair revenue-sharing structure. His open letter, whether out of his expectation or out, had contributed to Pingyuan’s decision to end his contract job with 51.ca, and threatened his shareholder position in the company.

赵平波在其诉状中还声称自己是被赵平原不当解雇，但这一说法亦被法庭驳回。尽管赵平原事先已警告称赵平波的行动（发布公开信）可能表明他不打算再参与公司的任何事务，但赵平波却对其警告置之不理，在两天后仍然发布了公开信。法庭称，赵平波的行动摧毁了兄弟二人尚存的信任感。此外，赵平波公然表现出意图寻求第三方介入，亦表明他无视对雇主的忠诚义务。因此，法庭驳回了赵平波的不当解雇的指控。

Pingbo contended in his legal claim that he was wrongfully dismissed by Pingyuan, an argument also rejected by the court. Despite Pingyuan’s warning that Pingbo’s action (releasing the open letter) may indicate that Pingbo no longer wanted any involvement with the business, the waning was ignored by Pingbo who proceeded to publish the letter two days later. Pingbo’s action ruined any remaining trust in the relationship, says the court. And by showing his blatant attempt to seek intervention from a third party, it represented the ignorant of his duty of loyalty he owed to his employer. As such, Pingbo’s claim for wrongful dismissal was dismissed by the court. 

但是，赵平波并未彻底输掉这场官司。尽管赵平原坚称平波的雇佣合同在2010年8月28日结束之日，他与公司的15%股份关系也同时终结，但赵平波最终仍得以保留公司15%的股份。我们将在下文中详述其细节。

However, Pingbo didn’t lose the battle entirely. He was able to keep his 15% shares at the company, despite Pingyuan’s adamant position that when Pingbo’s contractor job ended on Aug 28, so did his relationship with the company as a 15% shareholder. We will cover the court decision on that matter in the next article.