Court of Appeal for Ontario

Date: 2025-07-21
Docket: COA-25-CV-0053
Coram: Steve Coroza, Lise Madsen, Mahmud Rahman

Between

2724582 Ontario Inc.
Plaintiff (Appellant)

and

Rhonda Gold
Defendant (Respondent)

AND BETWEEN

Rhonda Gold
Plaintiff (Respondent)

and

Sam Kamra, 877799 Canada Inc. o/a Real Estate Bay Realty, Sana Abdallah, Danielle Desjardins, 2707551 Ontario Inc., 2724582 Ontario Inc.
Defendants (Appellants)

Obaidul Hoque, for the appellants
Daniel McConville, for the respondent

Heard: June 30, 2025

On appeal from the order of Justice Ira G. Parghi of the Superior Court of Justice, dated December 6, 2024.

Reasons for Decision

Background

[1] The respondent, Rhonda Gold, is the owner of two properties. She was introduced to a realtor, Sam Kamra, in 2019 when she was trying to refinance a second mortgage on her properties. Between 2019 and 2022, the respondent entered into several mortgage transactions with third parties that were brokered by Mr. Kamra.

[2] The lender for the first two mortgages was Sana Abdallah, Mr. Kamra’s mother. These mortgages were refinanced with mortgages from Danielle Desjardins’ company, 2707551 Ontario Inc. (“270”). Ms. Desjardins was Mr. Kamra’s girlfriend and real estate brokerage partner. The 270 mortgages were subsequently refinanced. One of the 270 mortgages was refinanced by a mortgage from 2724582 Ontario Inc. (“272”), a company directed by Ms. Abdallah. The respondent’s evidence is that she did not know about Mr. Kamra’s relationship with Ms. Abdallah or Ms. Desjardins. With each successive refinancing, the respondent’s borrowing costs and level of debt increased. Mr. Kamra, Ms. Abdallah, Ms. Desjardins, 270, and 272 are the appellants in this appeal.

[3] On May 6, 2022, following a complaint made by the respondent to the Real Estate Counsel of Ontario, the respondent signed a release prepared by Mr. Kamra (the “Release”). In exchange for the respondent paying $700 and waiving the default fees, she released 272, 270, Mr. Kamra, and Ms. Desjardins, and their lawyers from “any and all actions” in connection with the mortgage transactions. The Release also barred the parties from making any complaints to regulatory bodies.

[4] In August 2022, Mr. Kamra sourced another mortgage for the respondent from Jitendra Panchal [1], which was applied to the 272 mortgage. In February 2023, the 272 mortgage went into default. 272 delivered a notice of sale and issued a statement of claim. In June 2023, Mr. Panchal delivered a notice of sale and issued a statement of claim.

[5] The appellants alleged that as of August 2022, the respondent owed them $848,679.31. Over the course of the mortgage transactions, approximately $267,000.00 in actual funds were advanced to the respondent.

[6] Three proceedings arising from the mortgage transactions were consolidated and were case managed by Koehnen J. of the Superior Court of Justice.

The Threshold Issue: The Release

[7] The parties agreed that a threshold issue was whether the Release precluded the respondent’s claims. The appellants argued that the Release was valid and enforceable. For her part, the respondent argued that the Release was void and unenforceable because its execution was an unconscionable transaction and part of an unconscionable mortgage scheme. The parties brought various motions to have that issue decided. In his endorsement, Koehnen J. acknowledged that a determination of the threshold issue “may amount to partial summary judgment” but the parties had agreed to this process because doing so would save considerable time, money, and effort if the Release was found to be enforceable.

[8] The motion judge declared that the Release was void and unenforceable. In reaching this conclusion, the motion judge relied on r. 21.01(1)(a) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, which enables a party to move for the determination of a question of law before trial.

The Appeal

[9] The appellants advance three arguments on appeal. In our view, none of these arguments warrant reversal.

1. The Nature of the Question Before the Motion Judge

[10] First, the appellants argue that the threshold question before the motion judge was not “a question of law raised by a pleading” and the motion judge inappropriately determined the question under r. 21.01(1)(a). The appellants submit that the rule applies only to questions of law, meaning questions that can be answered by turning only to the pleadings and the caselaw. Here there was a factual dispute and the motion judge made various findings of credibility and complex fact-driven determinations that should have been remitted to trial.

[11] We note at the outset that it was the appellants who sought relief under r. 21.01(1)(a). The motion judge cannot be faulted for framing the motion as a r. 21 motion when the parties framed the motion themselves in that way. In any event, the appellants filed extensive evidence on the motion including affidavits of witnesses and transcripts of their cross-examinations. The appellants also relied on this evidence in their arguments during the motion and there was no doubt that the parties agreed to have the threshold issue decided by a process that was akin to summary judgment. As noted above, Koehnen J. noted that a potential consequence of the motion on the threshold issue was partial summary judgment. It is untenable for the appellants to now object to a process which they framed as a r. 21 motion and fully participated in without raising any prior concerns. Their acquiescence appeared contingent upon a favourable outcome; the mere fact that the result was unfavourable to them does not constitute reversible error.

[12] Moreover, the motion judge was satisfied that the Release contained an illegal provision that barred the respondent from making any regulatory complaints. This was sufficient for the motion judge to declare the Release void under r. 21.01(1)(a). Accordingly, we do not give effect to this first argument.

2. Findings About the Mortgage Scheme

[13] Second, the appellants argue that the motion judge erred in law by making adverse findings in her reasons about the mortgage scheme. The appellants submit that this could lead to inconsistent findings because there is a risk that the trial judge who will hear the consolidated action may find that the mortgages are not unconscionable when these issues are revisited at trial.

[14] One of the reasons the motion judge found that the Release was unenforceable was that there was evidence that an improvident bargain had been struck. In reaching this conclusion, she found that the improvident bargain was established by the concealment of non-arm’s length lenders, the numerous illegal charges levied by the appellants on the mortgages, and the borrowing costs incurred by the respondent which were manifestly unfair. We see no error in the motion judge’s reference to the mortgage scheme because it was inextricably bound up with the enforceability of the Release. Furthermore, the respondent argued that the mortgages were unconscionable so it is not surprising that the motion judge acknowledged that submission and made findings about the scheme. However, it is not clear that the motion judge intended to make binding determinations of fact or law about the mortgage scheme.

[15] During oral argument, counsel for the respondent noted that the formal order under appeal deals only with the validity of the Release and is silent on the unconscionability of the mortgage scheme. Counsel for the respondent further acknowledged that it was not, strictly speaking, necessary for the motion judge to make findings about the validity of the mortgage scheme to determine whether the Release was valid. He also acknowledged that a trial judge at a later proceeding is not bound by the motion judge’s findings regarding the mortgage scheme. Given these concessions, we see no risk of inconsistent findings. In our view, there was only one issue before the motion judge: whether the Release was valid and enforceable. There is no confusion about the nature of the order that was made. Being unsuccessful on the motion means that the appellants are disentitled from raising the issue of the Release at trial. It does not prohibit the parties from making arguments about the mortgage scheme.

3. Misapprehension of Evidence

[16] Finally, we do not accept the appellants’ submission that the motion judge misapprehended material evidence in her unconscionability analysis. The motion judge’s reasons are thorough and careful. They do not reveal any errors in her treatment of the evidence.

Disposition

[17] For these reasons, the appeal is dismissed with costs payable to the respondent in the amount of $8,091.93, all-inclusive.

“Steve Coroza J.A.”
“Lise Madsen J.A.”
“Mahmud Rahman J.A.”

[1] Mr. Panchal is not a party to this appeal.