Euroworld Corporation v. Registrar of Private Investigators and Security Guards, 2025 CanLII 84258

Licence Appeal Tribunal File Number: 16573/PSISA

Appeal from a Decision of the Registrar of Private Investigators and Security Guards to refuse to issue a licence pursuant to ss. 13(2) and 16(7) of the Private Security and Investigative Services Act, S.O. 2005, c. 34

Between:

Euroworld Corporation

Appellant

and

Registrar of Private Investigators and Security Guards

Respondent

DECISION AND ORDER

ADJUDICATOR:

Laura Hodgson

APPEARANCES:

For the Appellant:

Howard Manis, Counsel

For the Respondent:

Adrien Iafrate, Counsel

Held by videoconference:

July 15, 2025

OVERVIEW

1Euroworld Corporation (the “appellant”) appeals a Decision by the Registrar of Private Investigators and Security Guards (the “Registrar”) to refuse the appellant’s application for a security guard agency licence pursuant to ss. 13(2) of the Private Security and Investigative Services Act, S.O. 2005, c. 34 (the “Act”).

2On April 3, 2025, the Tribunal issued an Order setting out that the matter was to proceed as an appeal of the Registrar’s decision on the record and the standard of review is reasonableness (see Euroworld Corporation v. Registrar of Private Investigators and Security Guards, 2025 CanLII 49182 (ON LAT)).

3The appellant submits that the Registrar’s refusal to issue a licence was not reasonable. The appellant also asserts that the process was procedurally unfair and gives rise to a reasonable apprehension of bias. In the Registrar’s submission, the decision to refuse the licence was reasonable, was based on an evidentiary record, and neither procedural unfairness nor bias can be established.

ISSUES

4The issues in dispute are:

i. Has the appellant proven that the decision of the Registrar to refuse to issue a licence under the Act was not reasonable?

ii. Has the appellant proven that the process was procedurally unfair and/or gives rise to a reasonable apprehension of bias?

RESULT

5For the reasons that follow I find the Registrar’s decision to refuse the appellant’s license was reasonable and no procedural unfairness or apprehension of bias has been established. The appeal is dismissed, and the Registrar’s decision confirmed.

FACTUAL BACKGROUND

6On June 12, 2024, the appellant applied to the Registrar for a licence to provide security guard agency services. The application indicated that Abdelouhid Ahmadoun was the Director of the Corporation. In a Notice dated July 5, 2024, the Registrar proposed, pursuant to section 13 (2) of the Act, to refuse to issue the security guard agency licence.

7The Notice from the Registrar indicated that the proposed refusal was based on involvement of Mr. Ahmadoun’s son, Badreddine Ahmadoun, also known as Robert “Bob” Butler (“Badreddine”). Badreddine was connected to another security company - Neptune Security, which was banned from bidding on contracts in Quebec, convicted of provincial offences and had recently declared bankruptcy. The Notice set out that links between the appellant corporation and Badreddine included the companies’ shared addresses and Badreddine’s comments in the media with respect to his affiliation to the appellant corporation. As required under section 16 (2) of the Act, the Registrar informed the appellant of its right to an opportunity to be heard to show cause why the Registrar should not refuse the license.

8The appellant requested an opportunity to be heard. Prior to the hearing, the Registrar provided disclosure of information compiled by the Ministry of the Solicitor General’s Private Security and Investigative Services Branch (PSISB) and relied on in the proposal to refuse the application. The appellant was also provided the opportunity to produce documents or call witnesses in order to “show cause.”

9The appellant, which was represented by counsel at the show cause proceeding, tendered four affidavits. Mr. Ahmadoun and his son Badreddine were both in attendance at the proceeding on October 29, 2024.

10On November 12, 2024, the Registrar issued a decision letter stating that the appellant failed to show cause why the licence should not be refused. The letter stated that the licence was refused based on the information set out in the disclosure package. The Registrar concluded that, based on the past conduct of an ‘interested person’ – Badreddine, there was reason to believe the appellant would not carry on business in accordance with the law and with honesty and integrity. Further, it found it was not in the public interest to issue a licence at this time.

11Following the appellant’s request for written reasons (pursuant to ss.16(7) (b) of the Act) a 20-page decision was issued by the Registrar on November 26, 2024. In those reasons, the Registrar summarized evidence said to establish that Badreddine was the contact person for the company Neptune Security and Neptune Security’s financial mismanagement and regulatory noncompliance. In the reasons, the affidavit evidence provided by the appellant was reviewed but ultimately rejected by the Registrar. It was the opinion of the Registrar that, pursuant to s. 13 of the Act, evidence established that Badreddine was an interested person to the appellant’s application. Based on the finding that Badreddine was an interested person, and given his past conduct in the industry, the appellant could not reasonably be expected to be financially responsible, to operate in accordance with the law and with integrity and honesty, and that it was in the public interest to refuse the licence.

ANALYSIS

i. The Registrar’s Decision was reasonable

12It was reasonable on the evidence and justified in the Registrar’s reasons for the Registrar to conclude that the son of the Director of the appellant company, Badreddine, was an interested person as defined under the Act. As a result, it was reasonable for the Registrar to conclude that the appellant could not reasonably be expected to be financially responsible, to operate in accordance with the law or with integrity and honesty and it was in the public interest to refuse the license. There is an evidentiary foundation to these conclusions and there is no basis for this Tribunal to intervene.

13Firstly, it was reasonable for the Registrar to conclude, based on the evidence, that Badreddine had played an operational role in the company Neptune Security and that this company had breached laws and was financially mismanaged. The Registrar set out the evidence relied on to establish Badreddine’s connection to Neptune, despite the company being registered under his ex-wife’s name. This included Badreddine previously admitting to Quebec’s private security regulator that he managed Neptune, and his ex-wife also acknowledging that Badreddine ran the company. Further the Registrar pointed to correspondence and bank documentation in which Badreddine (or his alias Robert Butler) was identified as the CEO of Neptune Security.

14At the show cause hearing the appellant tendered affidavits all of which in essence denied or limited Badreddine’s involvement with Neptune. The appellant asserts that the Registrar failed to properly consider this evidence. I do not agree. Three of the affidavits were summarized in the Registrar’s extended reasons dated November 26, 2024. It is clear from the reasons as a whole, that the appellant’s affidavit evidence with respect to Badreddine’s role at Neptune was considered, although it was not accepted. The reasons note, “I advised counsel and the applicant that based on the many interactions involving my inspection and investigation team and other agencies that were involved with Neptune, that the affidavits are disingenuous.” It was reasonable, given the evidence on the record, for the Registrar to reject the affidavit evidence denying Badreddine’s involvement in Neptune.

15The appellant asserted at the show cause hearing and again before this Tribunal that, even if it could be established that Badreddine was connected to a company with financial and compliance issues (i.e., Neptune Security), he could not be considered an interested person to appellant corporation.

16Subsection 13 (3) of the Act defines an interested person as follows:

For the purposes of subsection (2), a person is an interested person in respect of an applicant if, in the opinion of the Registrar,

(a) the person has or may have a beneficial interest in the applicant’s business;

(b) the person exercises or may exercise control either directly or indirectly over the applicant; or

(c) the person has provided or may have provided financing either directly or indirectly to the applicant’s business. 2005, c. 34, s. 13 (3).

17As noted by the respondent, the threshold for finding an “interested person” under the Act is relatively low. The Registrar must form the opinion that the person may have a beneficial interest, may exercise control, or may have provided financing.

18There is no basis to interfere with the Registrar’s conclusion that, based on the evidence, Badreddine may have a beneficial interest and may exercise control over the appellant – and thus was an interested person. This conclusion (or ‘opinion’) is based on evidence and is reasonable, in that it is transparent, intelligible, and justified in light of the facts. At the hearing, parties agreed that the Notice of Proposal to Refuse, the Registrar’s decision and reasons together provide the basis for the Registrar’s refusal. In these documents, the Registrar details evidence relied on to conclude Badreddine was an ‘interested person’ in respect of the application:

• As reported in the media, Badreddine had presented himself as the manager and administrator of Euroworld to Hamilton City Council.
• Badreddine advocated for the appellant by complaining to the PSISB and the Ministry after the Notice of Proposal to refuse the appellant’s license was issued in July 2024.
• Neptune and Euroworld shared the same mailing address.
• Badreddine appeared at the appellant’s show cause hearing.
• Badreddine had a history of using family members as figureheads for businesses he operated with reference to the now bankrupt Neptune owned by his ex-wife and a payroll firm owned by appellant’s mother.
• The Director of the appellant company, Mr. Ahmadoun, who is Badreddine’s father, acknowledged having no security guard experience and was not aware of the governing provincial legislation.

19I do not agree with the appellant’s general assertion that the Registrar’s decision was based on speculation and hearsay. More specifically, the appellant submits that the Registrar should not have relied on media reports, should have accepted the explanation that Badreddine was at the show cause to provide his father technical support and points to evidence that Mr. Ahmadoun did, in fact, have some security experience in other provinces. In essence, the appellant asks this Tribunal to reweigh the evidence. That is not the Tribunal’s role.

20The Registrar’s conclusions were available on the evidence and were not mere speculation. Firstly, it was open to the Registrar to consider the media report that Badreddine presented himself as manager of the appellant company before Hamilton city council. Section 15(1) of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22, allows for the admission of any evidence relevant to the subject-matter of the proceeding that is not otherwise privileged or statutorily inadmissible. While there are inherent dangers in relying on hearsay, in this case the Registrar was citing a media report of a presentation to city council and the appellant provided no evidence disputing the statements were made to council. Further, Badreddine’s assertion, as reported in the media, that he managed the appellant company, while significant, was not the only evidence the Registrar relied on in concluding Badreddine was an interested person.

21I also find it was open to the Registrar to note Badreddine’s presence at the show cause proceeding was an indicator of his connection to the appellant. It was open to the Registrar to reject the explanation that Badreddine was simply helping his father with technology. Under the Act, an interested person is partly defined as someone who “may exercise control.” The Registrar was entitled to infer that Badreddine’s presence at the proceeding, in conjunction with his correspondence relating to the appellant’s application, could indicate that he “may exercise control.” With respect to the industry experience of the Director of the appellant company, Mr. Ahmadoun, at the show cause proceeding, counsel for the appellant was directly asked if Ahmadoun had any experience running a security guard agency. Counsel responded that no, he did not. Again, it was open to the Registrar, when considering the role of Badreddine in the appellant’s application to consider the lack of industry experience of his father, the Director of the appellant company.

22As the Registrar notes, while any one of the strands of evidence, on their own may be insufficient to find Badreddine was an “interested person” - taken as a whole, they provide a fulsome evidentiary basis. I find the Registrar’s “interested person” conclusion to be reasonable, as it is transparent, intelligible, and justified.

23The Registrar ultimately concluded that the appellant was “unfit to hold a licence” under section 13 (2), paragraph 2, 4, and 7 of the Act. Section 13(2)(2) applies when the past conduct of an interested person affords “reasonable grounds to believe that the applicant will not carry on business in accordance with the law and with integrity and honesty.” Section 13(2)(4) refers to circumstances where, because of the past conduct of an interested person, either the applicant “cannot reasonably be expected to be financially responsible in the conduct of its business” or “will not be carried on in accordance with the law and with integrity and honesty.” Finally, s. 13(2)(7) permits the Registrar to refuse a licence if it is in the public interest to do so.

24Given the Registrar’s conclusion that Badreddine, who operated the noncompliant and now bankrupt security agency Neptune, was an “interested person” to the appellant’s application, it was reasonable to ultimately refuse the appellant’s application. In the reasons, the Registrar set out the significant regulatory and financial issues with Neptune Security, including its licence being revoked in Quebec, multiple contraventions of the Act and it ultimately declaring bankruptcy and owing millions to creditors.

25The purpose of the Act is to ensure that Ontario communities are supported and protected by law enforcement and public safety systems that are safe, effective, efficient, and accountable (see Euroworld Corporation v. Registrar of Private Investigators and Security Guards, supra at para.12). There was ample evidence available for the Registrar to conclude that the appellant could not reasonably be expected to be financially responsible or operate in accordance with the law and with integrity and honesty, and that it was in the public interest to refuse to issue the licence.

No Procedural Unfairness or Apprehension of Bias established.

26The appellant submits that the Registrar’s failure to engage with the appellant’s clear explanations, reliance on irrelevant details and lack of impartiality suggests the matter was procedurally unfair, prejudged and raise a reasonable apprehension of bias.

27The high threshold for a finding of reasonable apprehension of bias has not been met. An allegation that a decision may be tainted by a reasonable apprehension of bias is serious. The test is whether an informed person, viewing the matter realistically and practically, and having thought the matter through, would conclude that it is more likely than not that the decision-maker, whether consciously or unconsciously, would not decide the matter fairly. There is a presumption of impartiality on the part of a tribunal, the onus is on the party alleging bias and the evidence must be clear and not rest on suspicion or speculation: Wewaykum Indian Band v. Canada, 2003 SCC 45 at paras 59-60 and 76; Committee for Justice and Liberty v. National Energy Board, 1976 CanLII 2 (SCC).

28The appellant, in the name of bias and procedural unfairness, asks this Tribunal to reweigh factual findings made by the Registrar. However, as already noted, there was an evidentiary foundation for the Registrar’s conclusions, which were transparent, intelligible, and justified in the Registrar’s reasons. Such conclusions do not evidence bias and there is no basis to intervene. In submitting that the Registrar prejudged the matter the appellant fails to account for the hearing structure under the Act. The legislative and administrative context is crucial to determining the required content of procedural fairness: Canada (Attorney General) v Mavi, 2011 SCC 30 at para 41. The hearing was not an adversarial process with two independent parties calling evidence and making submissions. The Registrar had conducted an initial assessment based on the investigation materials compiled by the PSSIB. Pursuant to the Act, the Registrar provided the appellant the Notice of Proposal to refuse and provided the appellant an opportunity to show cause why the application should not be refused. The appellant failed to show cause and the license was ultimately refused. At each stage, the Registrar provided some form of rationale for its decision.

29The Registrar’s assessment of the appellant’s application was in accordance with the Act and the conclusions reached were reasonable and available on the evidence. Neither bias nor procedural unfairness has been established.

ORDER

30The appeal is dismissed, and the Tribunal confirms the Registrar’s decision dated November 12, 2024.

LICENCE APPEAL TRIBUNAL

____________________________

Laura Hodgson, Member