Court File and Parties

COURT FILE NO.: CV-21-85549 DATE: 2023/07/10

ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

6071376 CANADA INC. Applicant

– and –

MAHMOOD KHEDMATGOZAR, 3966305 CANADA INC., CAPITAL DENTISTRY GROUP LIMITED, DEMETRIUS DALIOS, MARY BERESFORD and JOHN DOE Respondents

Counsel: G. James Thorlakson and Julia Dales, counsel for the applicant Charles Gibson and Ian Houle, counsel for the respondents Mahmood Khedmatgozar, 3966305 Canada Inc. and Mary Beresford Alyssa Tomkins and Romina Hassanzadeh, counsel for the respondents Capital Dentistry Group Limited and Demetrius Dalios

HEARD: September 8, 2022

AMENDED REASONS FOR JUDGMENT

The text of the original decision was amended on July 11, 2023 by adding Counsel Romina Hassanzadeh for the respondents Capital Dentistry Group Limited and Demetrius Dalios.

Justice H. J. Williams

OVERVIEW

[1] The applicant 6071376 Canada Inc. has a judgment against the respondent Mahmood Khedmatgozar for more than $1.5 million.

[2] Justice Tausendfreund granted the judgment on June 25, 2019. In his reasons for decision, Tausendfreund J. found that Dr. Khedmatgozar had misappropriated investment property belonging to the applicant. Tausendfreund J. described Dr. Khedmatgozar as an "admitted liar".

[3] The applicant now submits that Dr. Khedmatgozar and the other respondents conspired to fraudulently convey assets belonging to Dr. Khedmatgozar to prevent the applicant from accessing them to satisfy its judgment.

[4] The applicant argues that Dr. Khedmatgozar's primary asset, his interest in several dental professional corporations, became unavailable to his creditors as a result of a sale to the respondent Capital Dentistry Group Limited.

[5] The applicant argues the respondents knew about its judgment.

[6] In its amended notice of application, the applicant seeks the following relief:

• A declaration that Dr. Khedmatgozar's shares in Capital Dentistry Group and the sale and amalgamation of his dental practices resulted from or came into existence as a result of a conspiracy by unlawful means;
• An order requiring the respondents to pay the applicant damages, including damages equal to the value of Dr. Khedmatgozar's shares in Capital Dentistry Group or, alternatively, to the value of the shares he sold in his dental corporations, less amounts already recovered by enforcement proceedings;[^1] and
• Until such judgment is paid, a permanent injunction restraining any disposition of Dr. Khedmatgozar's and the respondent Mary Beresford's shares in Capital Dentistry Group, unless authorized by the Court.

FACTUAL BACKGROUND

[7] Dr. Khedmatgozar and the respondent Demetrius Dalios are dentists who are now shareholders in Capital Dentistry Group. Before Capital Dentistry Group was incorporated on October 14, 2020, Dr. Khedmatgozar and Dr. Dalios were shareholders in joint dental practices.

[8] The respondent, 3966305 Canada Inc., is a company owned by Dr. Khedmatgozar.

[9] The respondent, Mary Beresford, is Dr. Khedmatgozar's wife.

[10] In February 2019, MCA Dental Group Limited, which is not a party to the application, approached Dr. Khedmatgozar and Dr. Dalios to discuss a possible acquisition of Dr. Khedmatgozar's and Dr. Dalios's interests in several Ottawa dental practices.

[11] In his affidavit, Ken Craig, the president of Capital Dentistry Group and MCA, describes MCA as a dental service organization "seeking to work with dentists to improve their respective practices by providing the services and capital dentists require to grow their practices."

[12] On February 20, 2019, Dr. Khedmatgozar and Dr. Dalios signed non-disclosure agreements. MCA then began to investigate the dentists' practices to determine whether it was interested in acquiring them.

[13] Justice Tausenfreund's judgment against Dr. Khedmatgozar was released