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)
[1] The only issues that the Appellants address that do not rely on the evidence we have not admitted are:
Mr. Bakhshi has had no standing to bring the application he did;
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
There was no authority for the Application Judge to award damages against individuals.
[2] The first two arguments were not made before the Application Judge and should not be raised for the first time on appeal.
[3] With 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.
[4] For 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.
[5] We 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.
Released: