COURT FILE NO.: CV-17-2112-00 DATE: 2020 05 11 ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

BANK OF MONTREAL Allyson Fox, for the Plaintiff Plaintiff

– and –

SAMIRA BIBI and HANIFAN BIBI Ranbir S. Mann, for the Defendants Defendants

HEARD: December 9, 10, and 11, 2019

REASONS FOR JUDGMENT

Doi J.

Overview

[1] On December 4, 2014, Samira Bibi (“Samira”) transferred a residential property that she owned, municipally known as 78 Ivybridge Drive in Brampton (the “Property”), to her mother, Hanifan Bibi (“Hanifan”). Both are Defendants in this action. [1]

[2] The Plaintiff, Bank of Montreal (“BMO”) claims that the transfer was a fraudulent conveyance and a preference to defeat other creditors from recovering Samira’s unpaid debts. BMO, one of Samira’s creditors, seeks to set aside the transfer under the Fraudulent Conveyances Act, RSO 1990, c. F.29, and the Assignments and Preferences Act, RSO 1990, c. A.33. The Defendants maintain that Samira transferred the Property in good faith to pay off a debt that she owed to Hanifan from the purchase of a shawarma restaurant.

[3] From the evidence, I find that the subject transfer was a fraudulent conveyance and unlawful preference. For the reasons that follow, the transfer is set aside.

Background

a. The Subject Residential Property

[4] On February 25, 2010, Samira bought the Property for $308,000.00, with a mortgage of $301,816.90. Samira, her husband and their children resided at the Property with Hanifan.

[5] To buy the Property, Samira claims that she paid $5,000.00 and that Hanifan contributed $15,407.50. After they moved in, Samira and Hanifan claim that they jointly paid the mortgage and other carrying costs (i.e., the mortgage, utilities and taxes). In February 2012, Samira gave birth to her third child, stopped working, and apparently stopped paying any carrying costs. Thereafter, both claim that Hanifan paid the carrying costs by herself. No records of the carrying cost payments were produced.

[6] Samira was the sole registered owner of the Property. Hanifan claims that she had a constructive trust interest in the Property because she contributed $15,407.50 towards its purchase price and also paid about $25,000.00 in unspecified carrying costs. The precise amount of her trust claim is unclear as her alleged payments towards the carrying costs are undocumented. There are no records to show that Samira held the Property in trust for Hanifan.

b. The Shawarma Restaurant

[7] On November 1, 2013, Hanifan purchased a shawarma restaurant from a third-party. [2] She claims that she paid $90,000.00 (i.e., $20,000.00 in inventory and $70,000.00 in goodwill) to buy the business. But transaction records reveal that Hanifan bought the restaurant for only $70,000.00 (i.e., $21,000.00 in equipment or assets and $49,000.00 in goodwill). She apparently paid for the restaurant by using the proceeds of her earlier divorce settlement.

[8] For about eight (8) months, Hanifan operated the restaurant with occasional help from Samira. Hanifan claims that the restaurant was profitable during this period, although she did not disclose any income figures for the business.

[9] On June 19, 2014, Hanifan purportedly sold the restaurant to Samira after deciding to step away from the business for health reasons. The terms of sale were not documented. However, both testified that Samira verbally agreed to buy the restaurant from Hanifan for $90,000.00 (i.e., the same price that she allegedly paid to acquire the restaurant in November 2013). Both also claim that Hanifan loaned the $90,000.00 to Samira on the understanding that it would be repaid at an unspecified future time. In turn, Samira took over the closely-held company that Hanifan had used to operate the restaurant.

[10] Samira claims that the restaurant was unprofitable when she ran it. Ultimately, Samira closed the restaurant sometime in November 2014, about five (5) months after she purchased it.

c. BMO Credit Obtained by Samira Bibi

[11] On August 21, 2014, Samira obtained a $50,000.00 BMO personal loan with an interest rate of 6.750% per year above the bank’s prime interest rate. The principal was to be repaid with a payment of $1,111.04 each month. She listed the Property as an unsecured asset in connection with her loan application. On January 7, 2015, Samira made her last payment on the personal loan. Afterwards, the personal loan went into default.

[12] On August 21, 2014, Samira also opened a BMO primary chequing account and obtained a BMO MasterCard. The chequing account has been in an overdraft position since November 14, 2014, which amounted to $2,186.97 by January 15, 2015. Samira made no payments on the MasterCard account, which had an outstanding balance of $6,475.49 on November 19, 2014.

d. Partial Payment for the Restaurant

[13] On August 28, 2014, Samira gave $35,000.00 to Hanifan. Both claim that this was a partial payment on her alleged $90,000.00 loan to purchase the restaurant, which left a debt balance of $55,000.00. Samira paid the $35,000.00 using funds from her $50,000.00 BMO personal loan. Although Hanifan knew that Samira had borrowed funds to pay her the $35,000.00, she claims to have not known about the BMO personal loan or who the actual lender was.

e. Transfer of the Subject Property

[14] On November 20, 2014, Hanifan obtained approval for a $275,000.00 mortgage on the Property, which had an appraised value of $350,000.00 as of November 24, 2014. On November 26, 2014, Hanifan signed a commitment letter to accept the mortgage.

[15] On December 4, 2014, Samira conveyed the Property to Hanifan. No funds were paid on the transfer, and the registered instrument for the conveyance states that the consideration was a nominal $2.00. However, Samira made a declaration on November 16, 2014 in which she claims that the transfer was to repay $80,000.00 that she owed Hanifan. Both claim that the $80,000.00 reflects the alleged $55,000.00 debt balance from Samira’s restaurant purchase plus $25,000.00 in unspecified carrying costs that Hanifan allegedly paid and now asserts to support her trust claim.

[16] The Property was Samira’s last remaining asset that could have been used to pay her debts to creditors.

f. The Debt

[17] On October 13, 2016, BMO obtained default judgment against Samira Bibi in the amount of $70,419.60, plus costs and interest, for her outstanding debts to the bank. Samira has not made any payments on the judgment.

Issue

[18] The central issue in this action is whether the transfer of the Property was a fraudulent conveyance and/or a preference to defeat creditors.

The Law of Fraudulent Conveyance

[19] Sections 2, 3 and 4 of the Fraudulent Conveyances Act, provide:

Where conveyances void as against creditors

2. Every conveyance of real property or personal property ... made with intent to defeat, hinder, delay or defraud creditors or others of their just and lawful actions, suits, debts, accounts, damages, penalties or forfeitures are void as against such persons and their assigns.

Where s.2 does not apply

3. Section 2 does not apply to an estate or interest in real property or personal property conveyed upon good consideration and in good faith to a person not having at the time of the conveyance to the person notice or knowledge of the intent set forth in that section.

Where s.2 applies

4. Section 2 applies to every conveyance executed with the intent set forth in that section despite the fact that it was executed upon a valuable consideration and with the intention, as between the parties to it, of actually transferring to and for the benefit of the transferee the interest expressed to be thereby transferred, unless it is protected under section 3 by reason of good faith and want of notice or knowledge on the part of the purchaser.

[20] These provisions catch virtually any conveyance or transfer made with the intent to defeat, hinder, delay or defraud creditors, based on the substantial effect of the transaction at the time of the conveyance. The intent requirement to void a conveyance is satisfied when the debtor intends for the conveyance to defeat creditors and, where there is such an intent, when the recipient was privy to the fraud by acting as a party to carrying out the fraudulent intent and purpose. But under ss. 3 and 4 of the Fraudulent Conveyances Act, a conveyance is not void under s. 2 where the receiving party lacks notice or knowledge of the transferor’s bad faith intent: Boudreau v. Marler, [2002] OJ No 5699 (SCJ) at paras 13-15, aff’d (2004), 185 OAC 261 (CA) at para 69.

[21] In cases involving non-arm’s length transactions, it is uncommon to find direct proof of an intent to defeat, hinder or delay creditors. Rather, it is more common to find evidence of suspicious facts or circumstances, or “badges of fraud,” from which the court may infer a fraudulent intent: Conte Estate v. Alessandro, [2002] OJ No. 5080 (SCJ) at para 20, aff’d [2004] OJ No 3275 (CA); Shoukralla v. Shoukralla, 2016 ONCA 128 at para 25.

[22] Recently, the Court of Appeal adopted the following explanation of the role that “badges of fraud” have in determining fraudulent intent under s. 2 of the Fraudulent Conveyances Act:

Whether the [fraudulent] intent exists is a question of fact to be determined from all of the circumstances as they existed at the time of the conveyance. Although the primary burden of proving his case on a reasonable balance of probabilities remains with the plaintiff, the existence of one or more of the traditional "badges of fraud" may give rise to an inference of intent to defraud in the absence of an explanation from the defendant. In such circumstances there is an onus on the defendant to adduce evidence showing an absence of fraudulent intent. Where the impugned transaction was, as here, between close relatives under suspicious circumstances, it is prudent for the court to require that the debtor's evidence on bona fides be corroborated by reliable independent evidence.

Urbancorp Toronto Management Inc. (Re), 2019 ONCA 757 at para 52.

[23] The following are “badges of fraud” for the purpose of determining the intention of a debtor: (i) the transferor has few remaining assets after the transfer; (ii) the transfer was made to a non-arm’s length person; (iii) there were actual or potential liabilities facing the transferor, he was insolvent, or he was about to enter upon a risky undertaking; (iv) the consideration for the transaction was grossly inadequate; (v) the transferor remained in possession or occupation of the property for his own use after the transfer; (vi) the deed of transfer contained a self-serving and unusual provision; (vii) the transfer was effected with unusual haste; or, (viii) the transaction was made in the face of an outstanding judgment against the debtor: DBDC Spadina Ltd. v. Walton, 2014 ONSC 3052 at para 67; Montor Business Corp. (Trustee of) v. Goldfinger, 2016 ONCA 406 at para 73, leave to appeal denied [2016] SCCA No 361. These badges of fraud are non-exhaustive, and may or may not apply to a given fact situation: Urbancorp at para 55. Although badges of fraud are indicia of fraudulent intent, their presence does not require an inference of fraud to be drawn. Badges of fraud are considered against the entire record: Urbancorp at para 53.

[24] A transaction’s effect on creditors also may evidence a debtor’s intent. A conveyance without adequate consideration that serves to defeat, hinder or delay creditors may justify an inference that the transfer was made with this intention. The inference may be rebutted by cogent evidence that the transfer was made for an honest purpose: DBDC at para 67.

[25] Notably, where a debtor transfers her only remaining asset with which she may pay her debts, there is a presumption of an intention to defeat creditors: Conte Estate (SCJ) at para 24, citing Petrone v. Jones (1995), 33 CBR (3d) 17 (Ont Gen Div) at 20.

[26] A significant badge of fraud is a conveyance by a debtor to a close friend or family member: Devry Smith Frank LLP v. Chopra, 2018 ONSC 1303 at para 46, aff’d 2019 ONCA 78; Caligiuri v. Bonner, [2000] OJ No 4478 (SCJ) at para 52, aff’d [2002] OJ No 1533 (CA).

The Law of Unlawful Preference

[27] (Sub) sections 4(1) and (2) and 5 of the Assignments and Preferences Act provide:

Nullity of gifts, transfers, etc., made with intent to defeat or prejudice creditors

4. (1) Subject to section 5, every gift, conveyance, assignment or transfer, delivery over or payment of goods, chattels or effects, or of bills, bonds, notes or securities, or of shares, dividends, premiums or bonus in any bank, company or corporation, or of any other property, real or personal, made by a person when insolvent or unable to pay the person’s debts in full or when the person knows that he, she or it is on the eve of insolvency, with intent to defeat, hinder, delay or prejudice creditors, or any one or more of them, is void as against the creditor or creditors injured, delayed or prejudiced.

Unjust preferences

(2) Subject to section 5, every such gift, conveyance, assignment or transfer, delivery over or payment made by a person being at the time in insolvent circumstances, or unable to pay his, her or its debts in full, or knowing himself, herself or itself to be on the eve of insolvency, to or for a creditor with the intent to give such creditor an unjust preference over other creditors or over any one or more of them is void as against the creditor or creditors injured, delayed, prejudiced or postponed. […]

Assignments for benefit of creditors and good faith sales, etc., protected

5. (1) Nothing in section 4 applies to an assignment made to the sheriff for the area in which the debtor resides or carries on business or, with the consent of a majority of the creditors having claims of $100 and upwards computed according to section 24, to another assignee resident in Ontario, for the purpose of paying rateably and proportionately and without preference or priority all the creditors of the debtor their just debts, nor to any sale or payment made in good faith in the ordinary course of trade or calling to an innocent purchaser or person, nor to any payment of money to a creditor, nor to any conveyance, assignment, transfer or delivery over of any goods or property of any kind, that is made in good faith in consideration of a present actual payment in money, or by way of security for a present actual advance of money, or that is made in consideration of a present actual sale or delivery of goods or other property where the money paid or the goods or other property sold or delivered bear a fair and reasonable relative value to the consideration therefor. [Emphasis added]

[28] Subject to ss. 5(1), ss. 4(1) voids a conveyance by a person in insolvent circumstances who intends to defeat, hinder, delay or prejudice creditors. More specifically, and subject to ss. 5(1), ss. 4(2) voids a conveyance to a creditor by an insolvent person who intends to give the creditor an unjust preference over other creditors. However, ss. 5(1) provides that nothing in ss. 4(1) and (2) voids a good faith conveyance for fair and reasonable consideration to a creditor that is acting without fraudulent intent, regardless of whether the conveyance is intended to prefer that creditor and defeat others: Boudreau v. Marler, [2002] OJ No 5699 (SCJ) at paras 19-22, aff’d (2004), 185 OAC 261 (CA) at para 69.

Analysis

[29] The above-mentioned provisions of the Fraudulent Conveyances Act and the Assignments and Preferences Act constitute remedial legislation to protect creditors. As a result, this legislation should be given as fair, large and liberal an interpretation as its language will reasonably bear to promote this policy goal and benefit defrauded creditors: Miller v. Debartolo-Taylor, 2015 ONSC 2654 at para 4; Pilot Insurance Co. v. Foulidis at para 35.

[30] From the evidence presented at trial, I find that Samira intended to convey the Property to Hanifan to defeat creditors, contrary to the Fraudulent Conveyances Act and the Assignments and Preferences Act. I also find that Hanifan knew of Samira’s intention to defraud creditors, was privy to the fraudulent scheme, and participated in the scheme with fraudulent intent to obtain an unjust preference over other creditors through the conveyance. Furthermore, I find that Samira transferred the Property to Hanifan for inadequate consideration.

a. Badges of Fraud

[31] Having regard to the particular circumstances of this case, I find that the December 4, 2014 transfer of the Property from Samira to Hanifan gave rise to the following “badges of fraud”:

(1) By making the transfer, Samira effectively dispossessed herself of a significant remaining asset that could have been used to pay her outstanding debts to creditors; (2) The transfer was a non-arm’s length transaction between immediate and close family members who lived together within the same household; (3) Around the time of the transfer, Samira had accumulated significant personal debts and liabilities, and was insolvent or facing imminent insolvency; (4) The transfer was put into motion around the time that Samira had stopped operating the restaurant in November 2014, which discontinued her only potential source of income; and (5) Following the transfer, Samira effectively remained in possession of the Property by continuing to occupy and use it with Hanifan.

[32] The presence of one or more of these badges of fraud raises a presumption of fraud: Conte Estate (SCJ) at para 44. Although the primary burden of proving the claim rests with BMO, the badges of fraud raise an inference of fraudulent intent that place an onus on Samira and Hanifan to explain this circumstantial evidence and show an absence of intent to defraud: Devry at para 46; Purcaru v. Seliverstova, 2016 ONCA 610 at para 5.

[33] Through their evidence, Samira and Hanifan sought to portray the transfer of the Property as a legitimate transaction by which Samira repaid her restaurant purchase loan to Hanifan. I was not persuaded by this. In my view, their evidence was self-serving and unreliable, and did not adequately refute the above-mentioned badges of fraud and the inferences of fraudulent intent. From the chronology and facts of the conveyance, I find that Samira was insolvent when she acted in bad faith to convey the Property, her remaining significant asset, to her mother to shield it from creditors seeking to recover her debts. It is improbable that Hanifan was oblivious to Samira’s dire financial situation and inability to pay debts when she closed the restaurant in November 2014, which ended her ability to generate income. Although Hanifan does not seem overly sophisticated, I find that she willingly participated in the scheme with Samira to convey the Property to put it out of the reach of creditors, as further discussed below.

b. Lack of Good Faith and Inadequate Consideration

[34] I do not accept the Defendants’ submission that the subject transfer was done in good faith for good consideration to enable Samira to repay the restaurant purchase loan to Hanifan. Both are close family members who claim that the underlying consideration for the conveyance was an $80,000.00 debt that Samira owed Hanifan at the time of the transfer. However, there is a pronounced lack of documentation or other reliable evidence to verify this not-insignificant debt. As well, their accounts are inconsistent and strained. All of this is suspicious.

[35] There is an inconsistency with the amount that Samira owed Hanifan. At the time of the transfer, no funds were exchanged. Recognizing that this would raise questions, Samira solemnly declared on November 26, 2014 that she was conveying the Property to Hanifan to pay off an $80,000.00 loan (i.e., which approximates the $85,000.00 of equity in the Property based on its $350,000.00 appraised value less the $265,000.00 mortgage) that she took from her mother to buy the restaurant. But both now claim that Samira actually borrowed $90,000.00 from Hanifan to buy the restaurant. Neither could explain the discrepancy between the $80,000.00 figure in Samira’s declaration and their claimed $90,000.00 loan amount.

[36] I doubt that Samira bought the restaurant from Hanifan for $90,000.00. Both claim that Hanifan sold the restaurant to Samira in 2014 for the same price that she had paid for it in 2013. But Hanifan purportedly sold the restaurant to Samira by way of a verbal agreement without any records to document the purchase price or any related loan(s). Moreover, records from Hanifan’s purchase of the restaurant from a third-party on October 31, 2013 show that she paid only $70,000 (i.e., $21,000.00 in equipment and assets, plus $49,000.00 in goodwill), as stated in a purchase price allocation document that she signed, and in a statement of adjustments and a seller receipt, that all formed part of the closing records for the deal. Hanifan also swore an affidavit on November 1, 2013 pursuant to ss. 11(1) (Filings on completion of sale) of the Bulk Sales Act, RSO 1990, c. B.14, now repealed, to confirm that she bought the restaurant for only $70,000.00.

[37] Hanifan testified that she paid $90,000.00 in 2013 to buy the restaurant from the third-party vendor, which purportedly reflected $70,000.00 in goodwill plus $20,000.00 for stock inventory and machines. However, she produced no records to verify her alleged $90,000.00 purchase price. In contrast, records for the 2013 transaction repeatedly show a $70,000.00 purchase price made up of $21,000.00 for equipment and $49,000.00 for goodwill. Hanifan was unable to explain the discrepancy between her claimed figures and the documented amounts. She claims that she hired an agent to prepare a business valuation of the restaurant that validated the $90,000.00 purchase price. But she forgot the agent’s name and did not produce his valuation. Her inability to explain these discrepancies or remember her agent’s name is troubling.

[38] Regardless of the actual amount that Samira borrowed from Hanifan to buy the restaurant, her November 26, 2014 declaration gave incorrect and misleading information with respect to the consideration for the conveyance. Samira’s declaration explicitly states her intention to transfer the balance of her equity in the Property to Hanifan to repay a $80,000.00 loan that she had borrowed “from [her] mother to invest in the [restaurant] business,” which she was unable to repay due to business losses incurred. Although Samira’s pre-transfer equity in the Property likely was about $85,000.00 (i.e., based on its $350,000.00 appraised value less its remaining mortgage balance of $265,000.00), her declaration did not disclose the $35,000.00 that she had repaid to Hanifan on August 28, 2014. When asked about this, Samira blamed her real estate lawyer for poorly drafting her declaration. Despite having signed it, Samira claimed that the declaration should more accurately have stated that her outstanding $80,000.00 debt to Hanifan comprised a $55,000.00 debt balance from the restaurant purchase loan (i.e., based on the alleged $90,000.00 purchase price less the partial $35,000.00 repayment) plus a further $25,000.00 of undocumented carrying costs for the Property that Hanifan allegedly paid for Samira from February 2012 (i.e., when she had her third child) until June 19, 2014 (i.e., when she took over operating the restaurant). But given the discrepancies with her alleged figures, which are not corroborated by documents or other reliable evidence, I do not believe her explanation.

[39] Other parts of Samira’s evidence strain credulity. For instance, she claims to not remember the actual date when she closed the restaurant. This is difficult to believe as the restaurant was important to her. Samira had borrowed funds to pay for renovations and an advertising campaign for the restaurant, and worked hard to improve the business. But despite her efforts, the restaurant was unprofitable. Within months, it failed and closed sometime in November 2014. Around that time, Hanifan took steps to obtain mortgage pre-approval in anticipation of assuming title to the Property. In the circumstances, I find that Samira’s inability to remember when she closed the restaurant reflects an effort on her part to confuse or obscure the chronology of events leading up to the transfer. In my view, Samira acted with an intention to defeat creditors by arranging with Hanifan to transfer and shield the Property.

[40] Hanifan testified at trial that she did not actually know whether the restaurant was still in operation, or whether it has closed. When pressed in cross-examination, Hanifan conceded that she knew that Samira was no longer running the restaurant. But then she claimed to not know when Samira had stopped running it. I do not believe Hanifan. Her testimony was evasive and showed a deliberate effort to distance herself from the matters at hand.

[41] In my view, it is implausible that Hanifan was unaware that Samira had stopped running the restaurant in November 2014. On November 20, 2014, Hanifan was approved for a mortgage on the Property, which had an appraisal of $350,000.00. On November 26, 2014, she accepted the mortgage by signing a commitment letter with her lender. Given the timing of these events, I find that Hanifan applied for mortgage pre-approval knowing that the restaurant business had failed leaving Samira with significant debts that she was unable to repay. Shortly thereafter, Samira transferred the Property to Hanifan on December 4, 2014.

[42] Hanifan claimed that the transfer had been her idea because Samira needed to pay her back for the restaurant purchase loan, and also because Samira would not have qualified for a mortgage after she stopped working when the restaurant closed. However, Samira had repaid her $35,000.00 in August 2014. As such, and unless Hanifan knew that the restaurant had failed, which she denied, it is difficult to understand why Hanifan would have asked Samira to convey the Property to her to pay off the balance of her loan at that time. Under cross-examination, Hanifan grew evasive at the suggestion that the restaurant could or should have generated income for Samira as it had generated for her when she owned and operated the business, which Hanifan claimed had been profitable when she ran it. Although purporting to not have any details of the restaurant’s cash flow or profitability under Samira’s ownership, Hanifan claimed to know that Samira lacked funds to repay her the outstanding loan balance.

[43] Pointing to Samira’s apparent lack of income or funds, Hanifan claimed that her daughter would have been financially unable to secure a new mortgage, which was coming up for renewal in February 2015. Accordingly, to renew the mortgage, Hanifan claims that it was necessary for her to take title of the Property from Samira. But Hanifan was no longer working by November 2014. Lacking any income, Hanifan’s claim of being a better mortgage applicant than Samira seems improbable.

[44] Hanifan testified that she had persuaded her mortgage lender to approve her for a mortgage on the Property because of her track record of having consistently paid the mortgage on time over its 5-year term, despite the fact that she was no longer working. But it stands to reason that Samira could also have asked a lender for mortgage approval on the same basis (i.e., that the mortgage had always been paid on time) while keeping title to the Property. Moreover, given Hanifan’s apparent understanding at the time that Samira was running the restaurant and earning income, Hanifan’s proposal to transfer the Property to her so that she could secure a mortgage as an unemployed applicant without income makes no sense. When this was put to her in cross-examination, Hanifan set aside her mortgage explanation and instead focused on her claim that Samira had transferred the Property in order to repay her loan. In the circumstances, I find that Hanifan’s explanations to justify the transfer are unconvincing and improbable.

[45] From the evidence, I am unable to find that the conveyance was a good faith transaction between the Defendants for proper consideration. Their testimony was self-serving and unreliable, and conflicted with the documentary record. In my view, the various figures they relied upon are unbelievable and exaggerate the extent of Samira’s debt to Hanifan to rationalize their position that the transfer was made for sufficient consideration to satisfy a proper debt. From the evidence, I find that Samira conveyed the Property to Hanifan with an intent to defeat, hinder, delay or defraud her other creditors, and to give an unjust preference to Hanifan over other creditors without adequate consideration. From the particular circumstances in this matter, I accept that Hanifan knew about Samira’s significant debts and insolvency, and was complicit in acting with her daughter to place their residence out of the reach of other creditors by making the conveyance without proper consideration.

Outcome

[46] Based on the foregoing, judgment is granted to set aside the December 4, 2014 transfer of the subject property, described municipally as 78 Ivybridge Drive in Brampton, Ontario, being PCL293-3, SEC M27; PT LT 293, PL M27, Part 11, 43R3127; S/T a right as in LT44058; City of Brampton as a fraudulent conveyance and unlawful preference.

[47] If the parties cannot agree on costs, BMO may deliver brief written costs submissions of not more than 3 pages (i.e., excluding any bill of costs or offer to settle) within 20 days, and the Defendants may deliver their submissions on the same terms within a further 20 days. Written submissions may be filed with the court by email to my judicial assistant.

[48] In the circumstances of the COVID-19 pandemic emergency, these reasons are deemed to be an order of the court that is operative and enforceable without a signed or entered judgment. [3] Although the parties may submit a formal judgment for signing and entry once court operations resume, these reasons are effective and binding as an order of the court from the date of release.

Doi J.

Released: May 11, 2020

COURT FILE NO.: CV-17-2112-00 DATE: 2020 05 11 ONTARIO SUPERIOR COURT OF JUSTICE BETWEEN: BANK OF MONTREAL Plaintiff - and - SAMIRA BIBI and HANIFAN BIBI Defendants REASONS FOR JUDGMENT DOI J. Released: May 11, 2020

[1] The use of the Defendants’ first names is for clarity, and no disrespect is intended.

[2] Hanifan incorporated 2389697 Ontario Inc. o/a “Azaan’s Shawarma & Grill” which she used to acquire and operate the restaurant business. She was the sole director, officer and shareholder of this closely-held corporation.

[3] Given the serious health risks posed by the COVID-19 global pandemic, and to protect the health and safety of all court users, the Ontario Superior Court of Justice suspended in-person hearings effective March 17, 2020: Notice to the Profession dated May 5, 2020 at https://www.ontariocourts.ca/scj/notice-continued-suspension/.