2565090 Ontario Inc. v. Bakhshi, 2025 ONSC 6282

CITATION: 2565090 Ontario Inc. v. Bakhshi, 2025 ONSC 6282

DIVISIONAL COURT FILE NO.: 349/25 and 418/25

DATE: 20251023

SUPERIOR COURT OF JUSTICE – ONTARIO

DIVISIONAL COURT

RE: 2565090 Ontario Inc., Vahid Shomalaa Hoseyni, Ahmad Idrees Rahmani, 256778 Ontario Ltd., Appellants

AND:

Hoshang Bakhshi, Respondent

BEFORE: ACJ McWatt, Justices Sachs and McKelvey

COUNSEL: Vahid Shomalaa Hoseyni, Ahmad Idrees Rahmani, Self-Represented

Siddharth S. Joshi and W.E. Weston Powell, Counsel for the Respondent

HEARD at Toronto: October 23, 2025

ENDORSEMENT

Sachs J. (orally)

1The only issues that the Appellants address that do not rely on the evidence we have not admitted are:

1. Mr. Bakhshi has had no standing to bring the application he did;

2. Two provisions of the Partnership Agreement that was before Schabas J. that Mr. Hoseyni asserts meant that Mr. Bakhshi was barred from bringing the application he did; and

3. There was no authority for the Application Judge to award damages against individuals.

2The first two arguments were not made before the Application Judge and should not be raised for the first time on appeal.

3With respect to the third argument, the decision of the Supreme Court of Canada in Wilson v. Alharayeri, 2017 SCC 39 provides that personal liability can be imposed against directors where oppressive conduct is properly attributable to them.

4For these reasons, the appeal is dismissed. We see no basis to award Mr. Bakhshi substantial indemnity costs. His request for partial indemnity costs is fair and reasonable. Therefore, we order each of Mr. Hoseyni and Mr. Ramani to pay $3125 in costs to the Respondent.

5We see no basis to award Mr. Bakhshi substantial indemnity costs. His request for partial indemnity costs is fairly reasonable, therefore we Order each Appellant to pay $3,125 in costs to the Respondent.

ACJ McWatt J.

_____________________ Sachs J.

_____________________ McKelvey J.