COURT OF APPEAL FOR ONTARIO
Miller, Thorburn and Pomerance JJ.A.
BETWEEN
Bridging Finance Inc., Bridging Income Fund LP, Bridging Mid-Market Debt Fund LP, SB Fund GP Inc., Bridging Finance GP Inc., Bridging Income RSP Fund, Bridging Mid-Market Debt RSP Fund, Bridging Private Debt Institutional LP, Bridging Real Estate Lending Fund LP, Bridging SMA 1 LP, Bridging Infrastructure Fund LP, Bridging MJ GP Inc., Bridging Indigenous Impact Fund, Bridging Fern Alternative Credit Fund, Bridging SMA 2 LP, Bridging SMA 2 GP Inc., and Bridging Private Debt Institutional RSP Fund, each by its Receiver, PricewaterhouseCoopers Inc.
Plaintiffs (Respondents)
and
David Edward Sharpe, Natasha Ann Sharpe, Jenny Virginia Coco, Rock-Anthony Coco, Andrew Mushore, Graham Marr, Kevin Moreau, Michael Garofalo, Ian Baele, 8156247 Canada Inc., 2693600 Ontario Inc., 8156379 Canada Inc., 2693602 Ontario Inc., 2333065 Ontario Inc., 9283781 Canada Inc., 10746355 Canada Ltd., Jenny Virginia Coco and Rock-Anthony Coco in their capacities as trustees of the Bridging Trust, 4054041 Canada Inc., Juliana Contreras in her capacity as trustee of The 182 Crescent Road Trust, Sterling Bank and Trust Limited in its capacity as trustee of The Tansi Trust, First Trust Management AG in its capacity as trustee of The Salus Rete Trust*, John Doe Partnerships, Jane Roe Trustees in their capacities as trustees for the Roe Trusts, Richard Roe Companies, and John and/or Jane Does
Defendants (Appellant*)
AND BETWEEN
ABR PI Investments, Ltd., Global Credit Opportunities (Canada) LP, Global Credit Opportunities Fund, L.P., by its general partner Global Credit Opportunities Fund (GENPAR), LLC, GCO Lux (Origination) Dac, and Global Credit Opportunities Luxembourg Multi-Feeder Fund SCSP
Plaintiffs (Respondents)
and
Jenny Virginia Coco, Rock-Anthony Coco, Andrew Mushore, Graham Marr, Michael Garofalo, Ian Baele, Nina Onoria Coco, 8156247 Canada Inc., John Doe Trustee(S) Of The Doe Trust, Jane Doe Partnerships, Richard Roe Companies, Juliana Contreras in her capacity as trustee of The 182 Crescent Road Trust, Sterling Bank And Trust ~~Co.~~Limited in its capacity as trustee of The Tansi Trust, First Trust Management AG in its capacity as trustee of The Salus Rete Trust*, First Peoples Infra Inc., and 10746355 Canada Inc
Defendants (Appellant*)
Kayla Theeuwen, Lia Boritz and Hashim Sohail, for the appellant, First Trust Management AG in its capacity as Trustee of The Salus Rete Trust (COA-25-CV-0720 & COA-25-CV-0722)
Scott McGrath and Erin L. Pleet, for the respondents, Bridging Finance Inc., Bridging Income Fund LP, Bridging Mid-Market Debt Fund LP, SB Fund GP Inc., Bridging Finance GP Inc., Bridging Income RSP Fund, Bridging Mid-Market Debt RSP Fund, Bridging Private Debt Institutional LP, Bridging Real Estate Lending Fund LP, Bridging SMA 1 LP, Bridging Infrastructure Fund LP, Bridging MJ GP Inc., Bridging Indigenous Impact Fund, Bridging Fern Alternative Credit Fund, Bridging SMA 2 LP, Bridging SMA 2 GP Inc., and Bridging Private Debt Institutional RSP Fund, each by its Receiver, PricewaterhouseCoopers Inc. (COA-25-CV-0720)
Geoffrey Hunnisett and Ankita Gupta, for the respondents, ABR PI Investments, Ltd., Global Credit Opportunities (Canada) LP, Global Credit Opportunities Fund, L.P., by its general partner Global Credit Opportunities Fund (GENPAR), LLC, GCO Lux (Origination) Dac, and Global Credit Opportunities Luxembourg Multi-Feeder Fund SCSP (COA-25-CV-0722)
Heard: January 28, 2026
On appeal from the order of Justice Peter J. Osborne of the Superior Court of Justice, dated March 24, 2025, with reasons reported at 2025 ONSC 1836 (COA-25-CV-0720).
On appeal from the order of Justice Peter J. Osborne of the Superior Court of Justice, dated March 24, 2025, with reasons reported at 2025 ONSC 1837 (COA-25-CV-0722).
1When a dispute involves events or parties in a foreign jurisdiction, the defendant may challenge the plaintiff’s choice to litigate in Ontario. When that happens, the Ontario court must determine whether the action has a real and substantial connection to Ontario. If the plaintiff establishes the existence of one or more presumptive connecting factors, the Ontario court will presume that the claim is properly before it. The presumption of jurisdiction may be rebutted, with the burden on the defendant to negate the presumptive effect of the connecting factor(s). If the presumptive connecting factors are not rebutted, the Ontario court must assume jurisdiction, subject to an analysis of forum non conveniens.
2The event giving rise to the dispute at issue in this appeal occurred in Ontario, and contracts related to the dispute were made in Ontario.
3David and Natasha Sharpe are the former principals of Bridging Finance, Inc. (“BFI”). It is alleged that the Sharpes falsely represented BFI to be a legitimate investment and loan company, while they funneled BFI’s funds to a trust held offshore in Liechtenstein (“The Salus Rete Trust” or the “Trust”), of which the Sharpes and their minor son were beneficiaries1. These allegations spawned a number of actions against the Sharpes and other defendants, including First Trust Management AG in its capacity as Trustee (“First Trust”, the “Trustee” or the “appellant”) of The Salus Rete Trust. Two related actions are the subject of this appeal. The first action was commenced by PricewaterhouseCoopers (the “Receiver”), the Receiver of each of the plaintiffs in that action, including BFI. The second was commenced by ABR PI Investments, Ltd. et al (collectively referred to as “BlackRock”), in relation to certain funds managed by BlackRock Financial Management Inc. Both sets of plaintiffs seek damages and other relief against the defendants, including First Trust, for fraud.
4The Trustee brought companion motions to stay or dismiss both actions against it on the basis that Ontario lacks jurisdiction, or in the alternative, that Ontario is forum non conveniens. The Trustee also challenged the sufficiency of pleadings in both actions. The motion judge rejected these arguments. He found that: the pleadings were adequate for the jurisdictional motions; various presumptive connecting factors linked the dispute to Ontario; and the presumption of jurisdiction was not rebutted by the Trustee. Accordingly, the motion judge found that jurisdiction simpliciter was established over the dispute. The motion judge also determined, on a forum non conveniens analysis, that Ontario is the most appropriate and convenient jurisdiction for the actions.
5The Trustee challenges the motion judge’s conclusions regarding the pleadings and jurisdiction simpliciter on appeal. For the reasons that follow, the motion judge made no error and I would dismiss the appeal.
I. DECISION BELOW
6The motion judge dismissed both of the Trustee’s motions. He found that: (1) the claims in both actions were adequately pleaded; (2) the Ontario courts have jurisdiction simpliciter over the dispute; and (3) Ontario is the convenient forum for the determination of these actions.
7Regarding the sufficiency of pleadings, although the motion judge noted that the issue had not been properly raised in the Notices of Motion filed by the Trustee, he found that, in any event, the statements of claim comfortably surpassed the threshold of being “so inadequate as to preclude an accurate characterization of the nature of the claims advanced”: 2249659 Ontario Ltd. v. Sparkasse Siegen, 2013 ONCA 354, 115 O.R. (3d) 241, at para. 28.
8On the question of jurisdiction simpliciter, the motion judge found that Ontario had jurisdiction simpliciter over the subject matter of the litigation because (1) presumptive connecting factors were established, and (2) those presumptive factors were not rebutted: Haaretz.com v. Goldhar, 2018 SCC 28, [2018] 2 S.C.R. 3, at para. 34. The motion judge considered three of the presumptive connecting factors from Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572, two of which are at issue on appeal: (i) a contract connected to the dispute was made in Ontario; and (ii) a tort was committed in Ontario.
9The motion judge found that the contracts relied upon by the plaintiffs in both actions were connected to the dispute and that those contracts were made in Ontario. He described the “dispute” as the alleged misappropriation of BFI monies by the Sharpes, who wired, through counsel, those funds to the Trustee to settle the Trust. He found that the contract relating to the dispute was comprised by the documents2 essential to the settlement of the Trust. Citing Lapointe Rosenstein Marchand Melancon LLP v. Cassels Brock & Blackwell LLP, 2016 SCC 30, [2016] 1 S.C.R. 851, he found that the last essential act to contract formation was the acceptance of the terms of the Trust set out in the documents prepared by the Trustee and signed by the Sharpes in Ontario. Therefore, the contract connected to the dispute was made in Ontario.
10In the BlackRock action, the motion judge found that the contracts connected with the dispute also included the “Loan Contracts” between BlackRock and BFI, which the motion judge also found were entered into in Ontario. BlackRock agreed to lend $17,750,000 to 405 Ontario pursuant to one loan agreement and $52,500,000 to Bridging Finance under another. BlackRock’s allegation is that the Sharpes misappropriated funds directly traceable to amounts advanced under the Loan Contracts to, among other entities, the Trust.
11As it relates to the tort underlying the actions, the motion judge found it alleged to have been committed in Ontario. The alleged tort consisted of the misappropriation of funds and the breach of fiduciary, statutory and other duties by the Sharpes. The motion judge observed: “In my view, it cannot be, in misappropriation cases where the tort was committed in Ontario, (even considering the presumptive connecting factors from the perspective of the defendant who is disputing jurisdiction), that there is no jurisdiction over one defendant simply because that defendant is located elsewhere, as the Trustee submits here. That is the whole point of the analysis in the first place”. Having found the tort to have been committed in Ontario, he went on to note at para. 70:
In my view, this presumptive factor is established here. To conclude otherwise would have the practical effect, in these types of misappropriation cases (i.e., a fraud or unlawful taking of funds in the jurisdiction followed by the transfer of those funds elsewhere), of forcing a plaintiff whose funds had been wrongfully taken in Ontario to commence multiple separate proceedings in as many foreign jurisdictions as to which the defendant had transferred the funds it wrongfully took (likely in part to bring about this very hardship on the plaintiff). That result is inconsistent with the fundamental efficiency and fairness objectives described in Van Breda.
12The motion judge found that the Trustee failed to rebut the presumptive connecting factors. He found it was not unreasonable to require the Trustee to defend, or that the Trustee ought to have expected to have to defend, an action squarely about the propriety of the transfer of those funds in Ontario.
13Finally, the motion judge conducted a forum non conveniens analysis. Applying the non-exhaustive Van Breda factors, the motion judge found that Liechtenstein is not the “clearly more appropriate” forum because:
- None of the alleged fraudulent misconduct of the Sharpes occurred in Liechtenstein;
- There are no claims to which Liechtenstein law would attach;
- Liechtenstein is a civil law jurisdiction which does not recognize certain remedies sought in these actions (i.e. the entire action, in either case, could not be brought and litigated in Liechtenstein);
- It is overwhelmingly preferable and fair to the plaintiffs and defendants in both actions that these actions continue to be managed together with the other actions being prosecuted by the Receiver before the Commercial List;
- Most of the relevant parties and witnesses in this action are located in Ontario, even though the Trustee is not; and
- If the claims against the Trustee are litigated in Liechtenstein, it will create a multiplicity of legal proceedings.
II. ISSUES ON APPEAL
14In connection with the ABR PI Investments appeal (the BlackRock action), the appellant raises the following issues:
(1) Did the motion judge fail to conduct a proper pleadings analysis?
(2) Did the motion judge err in finding that a contract connected to the dispute was made in Ontario? and
(3) Did the motion judge err in concluding that the Trustee failed to rebut the presumptive connecting factors?
15As it relates to the Bridging Finance appeal (the Receiver action), the appellant also raises an additional issue:
(4) Did the motion judge err in finding that a tort was committed in Ontario by the Trustee?
16The appellants do not take issue with the motion judge’s forum non conveniens analysis.
III. ANALYSIS
STANDARD OF REVIEW
17The application of the test for jurisdiction simpliciter is a question of mixed fact and law, reviewable for palpable and overriding error, unless an error in the application of the test can be attributed to an extricable question of law: Kyko Global Inc. v. M/S Crawford Bayley & Co., 2021 ONCA 736, at para. 13; Sinclair v. Venezia Turismo, 2025 SCC 7, 505 D.L.R. (4th) 451, at para. 41. The question of whether a contract is formed is a question of law reviewable on a correctness standard: Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633, at para. 53; Sinclair, at para. 41.
THE PLEADINGS ISSUE
18In the Receiver action, the Trustee argued that the claims against it were so inadequately pleaded that there was no cause of action that could engage a jurisdictional analysis. The Trustee advanced a similar argument in the BlackRock action. The motion judge made no error in rejecting this contention.
19First, as held by the motion judge, this issue was not properly raised by the Trustee because the Trustee did not identify the pleadings issue in its Notices of Motion filed in the court below. As noted by the motion judge, r. 37.01 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, require that a motion shall be made by Notice of Motion. The purpose of the Notice of Motion is to give notice to the other side of what the issues will be: 2183164 Ontario Inc. v. Gillani, 2013 ONSC 1456, 114 O.R. (3d) 676 (Div. Ct.), at para. 23. That did not occur in this case.
20The motion judge held, in any event, that the pleadings were readily understood, and that there was sufficient detail for purposes of a jurisdictional motion. I agree that there was no basis for concluding that the pleadings were “so inadequate as to preclude an accurate characterization of the nature of the claims advanced”: Sparkasse, at para. 28.
21The claims against the Trustee were neither complex nor difficult to comprehend. As described by the motion judge in para. 26:
At their core, the claims are readily understood. Monies beneficially belonging to the Bridging Funds, their unitholders or BlackRock were inappropriately taken by the Sharpes and used to settle the Trust. The Trustee knew or ought to have known the source of those funds, but accepted them anyway. The Plaintiffs want those monies back.
22Moreover, as was observed in Sparkasse, “[a] jurisdictional motion is not the time or place to consider the adequacy of the pleadings for the purpose of a trial”, which is the function of r. 21.01(1)(b).
23The Trustee clearly understood the nature of the claims advanced, as evidenced by the material it filed on the motion. The motion judge made no error.
JURISDICTION SIMPLICITER
1. General principles
24In Van Breda, the Supreme Court of Canada set out the two-stage test for establishing jurisdiction simpliciter. There must be a real and substantial connection between the circumstances giving rise to the claim and the forum in which it is brought. The real and substantial connection test “seeks to mitigate the jurisdictional overreach that can arise when the connection between the forum, the subject matter of the dispute, and the defendant is not sufficient for a court to assume jurisdiction”: Sinclair, at para. 44. The test posits four non-exhaustive factors that presumptively allow a court to assume jurisdiction over a dispute in tort cases:
(a) The defendant is domiciled or resident in the province;
(b) The defendant carries on business in the province;
(c) The tort was committed in the province; and
(d) The contract connected with the dispute was made in the province.
25If the plaintiff establishes one or more of the presumptive connecting factors, the court can presume that the claim is properly within its jurisdiction: Van Breda, at para. 80. The defendant can rebut the presumption by showing that the factor does not, in the circumstances of the case, point to a real relationship between the dispute and the forum: Van Breda, at para. 95. Absent such rebuttal, the court must accept jurisdiction over the dispute: Sinclair, at para. 49.
26As explained in Sinclair, at para. 50: “[t]he assessment of whether a presumptive connecting factor has been established is concerned with the existence of a connection between the jurisdiction and the dispute, whereas the assessment of whether the presumption has been rebutted is concerned with the strength of that connection” (emphasis in original). Together, the two stages allow for a holistic assessment of whether a real and substantial connection exists.
27The standard for establishing a presumptive connecting factor is low and requires only that plaintiff to show a “serious question to be tried” or a genuine issue, or that the case has some chance of success. This is “an objectively ascertainable and relatively low bar”: Haaretz, at para. 30; Sinclair, at para. 59.
2. Application to this case
Contract Connected with the Dispute Formed in Ontario
28The motion judge found that multiple contracts connected to the dispute were contracts made in Ontario. These included the Trust Deed, Loan Contracts (in the BlackRock action), forms and documents in connection with the Salus Rete Trust, and the Deed of Gift.
29I see no error in the motion judge’s analysis.
30Dealing first with the Trust Deed, that document was dated January 1, 2021, and was signed by First Trust and the Sharpes. First Trust argued below that the Trust Deed could not ground jurisdiction because BFI was not a party to the Trust Deed or other trust documents, and therefore, BFI could not rely on those contracts to ground jurisdiction against the Trustee. The motion judge rejected this argument, correctly noting that the parties to the litigation need not be parties to the contract, and that a defendant’s liability need not flow directly from contractual obligations. It is enough if the defendant’s conduct brings it within the scope of the contractual relationship, and the events that give rise to the claim flow from the relationship created by the contract: Cassels Brock, at para. 44. As held in Cassels Brock and recently affirmed in Sinclair, at para. 58, “[a] tortfeasor need not be a party to the contract nor have his or her liability flow immediately from his or her contractual obligations”.
31First Trust further argues that there was insufficient evidence linking the Trust Deed to Ontario such that the motion judge committed a palpable and overriding error in making this finding. I do not agree.
32When contracting parties are in different jurisdictions, the contract will be formed in the jurisdiction where the last essential act of contract formation, such as acceptance, took place: Cassels Brock, at para. 40. The evidence on the motion establishes that the last act in the settlement of the Trust was the signature of the Sharpes, placed on the document in Ontario.
33The Sharpes offered to settle a trust, which was accepted by the Trustee. The Trustee prepared the Trust Deed, which included the terms of the Trust, and sent it to the Sharpes who signed it. The preparation of the Trust Deed served as the Trustee’s acceptance as it manifested their intention to be legally bound by the offer, which was received by the Sharpes in Ontario: see Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, 2021 SCC 22, [2021] 1 S.C.R. 868, at paras. 35-38. The Sharpes’ signatures were witnessed by Kevin Moreau, said to be in Etobicoke, Ontario.
34There was no evidence to suggest that the signatures were placed on the document outside of Ontario. Indeed, it was uncontroverted that the Sharpes never travelled to Liechtenstein. The inference to be drawn was that the Sharpes’ signatures that formalized the Trustee’s acceptance of the Trust Deed were placed on the document in Ontario. The Trustee failed to lead any evidence capable of rebutting this inference.
35While the motion judge also found that the executed versions of the contracts were transmitted electronically to Liechtenstein, there is no evidence to suggest that acceptance was “transmitted instantaneously” such that acceptance of the contract should be considered to have been received in Liechtenstein: Sinclair, at para. 98; Cassels Brock, at para. 79. The motion judge therefore did not err in finding that the last act essential to contract formation occurred in Ontario.
36As it relates to BlackRock, it can clearly be inferred that the Loan Contracts, whereby BlackRock agreed to lend funds to Bridging Finance, were made in Ontario: see Sinclair, at para. 103.
37On appeal, the respondents submitted that the Deed of Gift and Transfer, made January 1, 2021, was also a contract made in Ontario. This document was signed by David and Natasha Sharpe, as settlors, and witnessed by Kevin Moreau. Curiously, on the exhibit, the address of Kevin Moreau has been blacked out and redacted. So too has the final signature line been blacked out. It is apparent that there is a third signature, as part of the seal is exposed. It is difficult to know what to take from this, save for the fact that there is no evidence to rebut the inference that this contract, like the Trust Deed, was witnessed by Kevin Moreau in Etobicoke, Ontario. In any event, it is not necessary to determine whether the Deed of Gift and Transfer was a contract made in Ontario, given that other contracts – the Trust Deed, and the BlackRock Loan Contracts – establish the existence of contracts as a presumptive connecting factor.
Tort Committed in Ontario
38There can be little doubt that the tort giving rise to the actions was committed in Ontario: it is the centrepiece of both actions. The fraud alleged to have been committed by David and Natasha Sharpe is inextricably linked to the dispute and the Receiver’s allegations against the Trustee. It is the Sharpes’ alleged fraud that generated the funds used to settle the Salus Rete Trust. Consequently, the Receiver alleges that the Trustee knowingly assisted the Sharpes to breach their fiduciary duty and/or knowingly received funds from the Sharpes which did not belong to them.
39The fraud is committed when the act of conversion or other wrongful taking of property is complete. The fraud is committed at the place from which the money is wrongfully taken, not the place to which it is taken: Laxton v. Anstalt, 2011 BCCA 212, 334 D.L.R. (4th) 76, at para. 26. This makes perfect sense. A plaintiff should not have to commence multiple separate proceedings, in different foreign jurisdictions, merely because a tortfeasor has wrongfully secreted proceeds outside of Canada. As found by the motion judge, this would entirely undermine the objectives of the Van Breda test, which are aimed at both fairness and efficiency. In Van Breda, at para. 99, the court recognized that “a plaintiff should not be obliged to litigate a tort claim in Manitoba and a related claim for restitution in Nova Scotia”.
40Accordingly, although funds were received in Liechtenstein, the site of the wrongdoing was Ontario.
Jurisdiction from the Perspective of the Trustee
41The Trustee relies on the recent decision of the Supreme Court in Sinclair, in which the Court stated, at para. 63:
In cases where there are multiple defendants, jurisdiction should be examined from the perspective of each defendant rather than in light of the factual and legal situation writ large. The reason for examining jurisdiction from the perspective of each defendant is that, when a court takes jurisdiction over a claim, it assumes the authority not only to adjudicate the claim but also to make orders against each defendant. For this power to be exercised legitimately, the court must be satisfied that the requisite connection exists in respect of each defendant who may be subject to that power. An assumption of jurisdiction without the requisite connection amounts to judicial overreach. As such, there should be no “bootstrapping”, where the legitimate establishment of jurisdiction over one defendant is taken uncritically to imply jurisdiction over all defendants. This includes cases where, as here, one defendant attorns to the court’s jurisdiction but the others resist it. There must be a presumptive connecting factor that applies to each defendant.
42Applying this principle to the instant case, the presumptive connecting factors must be linked, not just to the other defendants, but to the Trustee itself as a defendant resident in Liechtenstein. I do not see this requirement as a bar to the finding of jurisdiction simpliciter. First, the Trustee was itself a party to the Trust Deed, which the motion judge correctly found to be a contract made in Ontario. Second, while a tort was allegedly committed at first instance by David and Natasha Sharpe, the Trustee was itself implicated in the tortious conduct by agreeing to receive the ill-gotten funds, and allegedly sheltering them in a foreign trust without making proper inquiries into their source. The fact that the Trustee is situated in Liechtenstein is but one factor in the analysis, and one that does not defeat the impact of the other presumptive connecting factors.
Presumptive Factors Not Rebutted
43The motion judge found that the Trustee had failed to rebut the presumptive connecting factors. As he put it at paras. 78-79 of his reasons:
In my view, the Trustee has failed to [rebut the presumption of jurisdiction]. It has not adduced facts to show that any of the applicable presumptive connecting factors do not in fact point to a real relationship between the subject matter of the litigation and the forum. It has also failed to adduce sufficient facts pointing to a weak relationship. The circumstances here do not show that the relationship between the forum and the subject matter of the litigation make it unreasonable to expect the defendant to be called to answer proceedings in the jurisdiction.
For the above reasons, the opposite is true here. The connecting factors point directly to a real and strong relationship between the subject matter of the litigation and Ontario. It is appropriate for an Ontario court to take jurisdiction over the litigation in which the remedy of an order compelling the return of the funds is sought, where the misappropriation occurred in Ontario, the funds originated from Ontario, the improper transfer was done by individuals located in Ontario, and all of this is to the knowledge of the foreign-based recipient. It is not unreasonable to require the Trustee to defend, or that the Trustee ought to have expected to have to defend, an action squarely about the propriety of the transfer of those funds here in Ontario. [Citations omitted.]
44This analysis discloses no error.
45First Trust argues that the Trust Deed is far removed from the broader dispute between the Sharpes, other BFI executives, and BFI that is at the heart of the litigation. It says that the connection between the Trust Deed and the broader dispute only arises in the aftermath of the torts allegedly committed by the Sharpes. Furthermore, nothing in the Loan Contracts contemplates the involvement of the Trustee. Finally, First Trust argues that while there may be a connection between the Trustee, the dispute, and the torts allegedly committed by the Sharpes, it is not a real and substantial connection for the purpose of jurisdiction.
46This argument misconceives the core of the dispute. The respondents allege that the Trustee knew or ought to have known the source of the funds used to settle the Trust and accepted them anyways. In this way, First Trust is alleged to have knowingly assisted the Sharpes to breach their fiduciary duty or knowingly or recklessly received funds from the Sharpes that did not belong in the Trust.
47This case is fundamentally distinguishable from Sinclair. In Sinclair, at para. 135, the Supreme Court noted that the tort in that case “occurred on a water taxi that was owned by an Italian company, dispatched by a different Italian company, operated by an Italian national, and procured by Mr. Sinclair while on Italian soil”. The fact that the cardmember contract was formed between the plaintiff and American Express in Ontario was not enough to establish a sufficient connection between the dispute and Ontario to establish jurisdiction simpliciter.
48In this case, First Trust was a party to the Trust Deed, which was the very instrument used to shelter the proceeds of the alleged fraud. First Trust knew that the settlors of the trust fund were in Ontario and that the beneficiaries were in Ontario. It believed that the funds came from the sale of Ontario real estate. It knew that the settlors were founders of a large Ontario-based investment fund, and that it turned its mind to identifying the source of those funds.
49As found by the motion judge, the Trustee knew or believed that:
(a) the Sharpes (as well as their minor son, Alexander) were ordinarily resident in Ontario;
(b) the Sharpes were citizens of Canada;
(c) the Sharpes were tax residents of Canada (and no other jurisdiction) at the time they settled the Trust;
(d) the funds applied to settle the Trust included funds from the sale of two Canadian properties and from “the holding company that holds the shares of the operating company” (i.e. BFI); and
(e) the beneficiaries of the Trust included only the Sharpes and their minor son.
50The above factors not only establish the nexus between the dispute and Ontario, they also inform the reasonable expectations of the Trustee: see Sinclair, at para. 72. The Trustee could not reasonably expect that Liechtenstein would be the proper forum for litigation of disputes arising out the settlement of the Trust.
51In short, the appellant has failed to demonstrate any basis for appellate intervention. The motion judge’s finding of a real and substantial connection to Ontario was without error.
IV. DISPOSITION
52I would dismiss the appeal.
53If the parties cannot agree on costs of the appeal, this court will receive written submissions no more than 5 pages in length, to be filed within 14 days of this judgment.
Released: June 18, 2026 “B.W.M.”
“R. Pomerance J.A.”
“I agree. B. W. Miller J.A.”
“I agree. Thorburn J.A.”
Footnotes
- Originally, the Sharpes and their minor son were beneficiaries of the Trust. On August 3, 2021, the Sharpes renounced their interests as beneficiaries, with the result that their son is now its sole beneficiary.
- Those documents include the application and various forms the Trustee sent to the Sharpes and which the Trustee required to be executed to settle the Trust, the Trust Deed, and the Deed of Gift: Reasons, at para. 42.