Citation: Singh v Satya Sanatan Dharma Cultural Sabha of Canada, 2016 ONSC 2560

Court File No: CV-14-507073
Date: 20160416

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

RANDY SINGH, ANGELI SOC KAR and KRISHNA DOOLSINGH

Applicants

-and-

SATYA SANATAN DHARMA CULTURAL SABHA OF CANADA, AMARNATH BINDA, K. ASHA MAHARAJ, SHAWN BINDA and SAVITRI RAMHIT and CHRIS BALSINGH

Respondents

BEFORE: F.L. Myers J.

COUNSEL: Zaid Sayeed for the Applicants Amandeep S. Dhillon for the Respondents

READ: April 14, 2016; Revised April 16, 2016.

COSTS endorsement (Revised)

[1] This matter came before me originally for scheduling of an application at Civil Practice Court. The applicants challenged the voters’ list for the election of the board of directors to the parties’ much beloved temple. The applicants built the temple. They became Life Members in accordance with the temple’s corporate bylaws. They claimed in this proceeding that the new generation of temple members represented by the respondents had attempted to displace them as the board by illegally failing to recognize the voting rights of Life Members.[^1] There was an issue under the bylaws as to whether Life Members had to pay annual dues in order to maintain their voting rights. The applicants claimed that Life Members do not have to pay annual dues and were entitled to vote for the election of the board.

[2] The applicants challenged the voters’ list posted by the respondents. The parties entered into a standstill agreement with the result that management of the temple was paralyzed by litigation. There were issues as to which version of the corporate bylaws was official. There were issues as to who was entitled to see the financial records of the temple. Each side accused the other of financial wrongdoing and documentary improprieties. The lack of trust was palpable and infected counsels’ ability to arrange disclosure. Every step forward seemed to be accompanied by a new set of allegations of wrongdoing. The number of issues multiplied to the point that the litigation costs was going to exceed the capacity of the temple. The temple’s continued existence was imperiled.

[3] To their credit, the parties agreed to avail themselves of an opportunity to engage in a form of mediation that the court ordered under Rule 50.13(5)(b). The parties met with me out of court and after a full day of negotiation, they settled the case. They agreed to let the members decide the issues. A complicated process was developed to create a members’ list identifying all possible Life Members and then to deal with the question of whether Life Members should pay annual dues in order to vote.

[4] The court appointed an independent officer of the court to oversee the creation of the members’ list, the board member nomination process, and to chair the members’ meeting. The parties raised many issues requiring decisions by the independent officer. In addition, a number of issues of law and interpretation of the settlement had to be resolved at case conferences along the way.

[5] Ultimately, the members’ meeting was held. The members voted to allow Life Members to vote without paying annual dues. The election of the board of directors ensued and the Life Members represented by the applicants were successful.

[6] What followed was unfortunate. The respondents determined that they would not cooperate in turning over the management of the temple to the new board pending a further legal proceeding seeking a recount. The incoming board of directors sought the court’s assistance. As no recount had been sought at the members’ meeting or had been ordered by the Meeting Chair, I ordered the respondents to quickly turn over all temple property to the newly elected board of directors to complete the changing of the guard.

[7] The applicants and the temple (which is now under the management control of the applicants) seek costs of the case conference in which I ordered the respondents to implement the results of the members’ election.

[8] The applicants and the temple seek $1,192.50 in fees for 4.5 hours of time invested by Mr. Sayeed. This equates to an hourly rate of $265 on a partial indemnity basis. Mr. Sayeed’s hourly rate charged to his clients is $400.

[9] The respondents ask that costs be assessed against them of just $850 or 3.2 hours at $265 per hour.

[10] I cannot help but note that this seems to be just one last tug by each side to claim last licks. They entered into a very admirable settlement that let the temple members decide the issues on a democratic basis. But they could not settle even the wording of meeting notices or the most straightforward procedural issues along the way. Can people of good faith not resolve a gulf of $342.50? Apparently not. Economics has never been the driving force in this litigation.

[11] The good news is that the temple has survived. It has a functioning board of directors whose jurisdiction and entitlement to manage the institution is now recognized.

[12] I am not willing to provide a symbolic victory to either side. I noted in my endorsement implementing the settlement that neither side won or lost the litigation. Neither side capitulated. The court never ruled on the merits. Ruling on the merits would not have satisfied either side because the legal merits were never the real issue between the parties.

[13] This matter should have been settled. The settlement is obvious. $171.25. There is no principled basis for me to determine whether 4.5 hours or 3.2 hours is fair and reasonable. Both are. Both are proportionate. The gulf is trivial and meaningless from any principled sense of assessing the reasonable amount of legal time spent by Mr. Sayeed. Accordingly, the respondents (not including the temple) will pay forthwith to the applicants the sum of $1,021.25 ($850 + $171.25).

[14] I wish to express my appreciation to Mr. Sayeed and Mr. Dhillon who managed to bring this matter to fruition with great civility and professionalism throughout.

[15] Finally, approval of the fees and disbursements of Alvarez & Marsal Canada ULC, as Nominations Officer and Meeting Chair, of $33,960.38 all-inclusive, is not opposed. Accordingly, the fees and disbursements are approved and shall be paid forthwith by the temple if it has not already done so. Alvarez & Marsal Canada ULC and Mr. Tony Zaspalis are hereby discharged as Nominations Officer and Meeting Chair. No proceedings may be brought against Alvarez & Marsal Canada ULC and Mr. Tony Zaspalis, or either of them, for any act or omission taken (or not taken) in the fulfillment or purported fulfillment of their respective terms of office.

F.L. Myers, J.

Date: April 16, 2016

[^1]: In this endorsement, the term respondents refers only to the individual respondents and not to the temple itself.