Court File Numbers

CV-23-00704195-0000
CV-23-00708371-0000

Date

2025-03-24

Superior Court of Justice – Ontario

Parties

Re: Gurvinder Singh Saini and Najinder Garcha, Applicants
– and –
Minkle Mittal, Gulsharan Singh Dhaliwal, Joga Singh Dhami, Jaswinder Singh Kaloya, Sukhwinder Singh Kaloya and 2761499 Ontario Inc., Respondents

And Re: Minkle Mittal and Golden Freight Forwarding and Marketing Inc., Applicants
– and –
Gurvinder Singh Saini, Najinder Garcha, Gulsharan Singh Dhaliwal, Joga Singh Dhami, Jaswinder Singh Kaloya, Sukhwinder Singh Kaloya, 2761499 Ontario Inc., Sarbjit Singh Nijjar, SNGG Ontario Inc., 5039640 Ontario Inc. and Upkar Singh Bhindar, Respondents

Before: Justice Edward M. Morgan

Counsel:
Gregory M. Sidlofsky, for Gurvinder Singh Saini and Najinder Garcha
Alex Van Kralingen and Gurpreet Singh Chandok, for Minkle Mittal and Golden Freight Forwarding and Marketing Inc.

Heard: 2025-02-27

Reasons for Decision

I. Overview

[1] In this Application and Counter-Application, the primary issues between the parties involve identifying who are the directors and shareholders of the Respondent, 2761499 Ontario Inc. (“276”). In addition, there are a number of financial claims between the individuals involved in 276 in respect of several other investment companies in which those individuals have (or until recently had) interests.

[2] It is the view of the Applicants, Gurvinder Singh Saini and Najinder Garcha, that the two of them are the original incorporators of 276 and that they remain the only two directors and shareholders. It is the view of the Applicant, Minkle Mittal, that he and four others – the Respondents, Gulsharan Singh Dhaliwal, Joga Singh Dhami, Jaswinder Singh Kaloya, and Sukhwinder Singh Kaloya, are also directors and shareholders of 276, although only Mittal himself has participated in the hearing of the Application. None of the others support his position.

[3] The only asset owned by 276 is a property located at 7740 King Vaughan Road, Kleinburg, ON. It was acquired in 2021 for $2,605,000, with a first mortgage of $1,500,000 in favour of the Bank of Montreal.

[4] The parties also engaged in tangential disputes regarding the Applicant, Golden Freight Forwarding and Marketing Inc. (“Golden”), and the Respondents, 5039640 Ontario Inc. (“503”) and SNGG Ontario Inc. (“SNGG”). For the most part, those disputes either turn on the resolution of the main dispute in respect of ownership and control of 276, or are an outgrowth of the breakdown in relations between the individuals involved in the 276 dispute.

II. The 276 Registration

[5] 276 was incorporated on June 19, 2020. As set out in the articles of incorporation, the original named directors were the incorporators, Saini and Garcha.

[6] Saini and Garcha neglected to issue any formal share certificates for 276. They have deposed, however, that it was their intention to be 50/50 shareholders in the company.

[7] 276 is a holding company and does not carry on any active business. As indicated above, its sole asset is a property in Kleinburg. That property was purchased with a Bank of Montreal mortgage together with funds received by 276 on the sale of a previous property that it owned at 13432 Airport Road, Caledon, ON. 276 had purchased the Caledon property on September 4, 2020, and sold it on June 9, 2021.

[8] The evidence establishes that Mittal did not participate in or contribute any money to the purchase of the Caledon or Kleinburg properties.

[9] On October 13, 2021, unbeknownst to Saini and Garcha, Mittal and the other individual Respondents were added to the corporate registry as directors of 276. According to a corporate profile report obtained by Saini and Garcha on May 1, 2023, these five additional directors began serving as directors on June 19, 2020 – i.e. the date of incorporation of 276. However, the articles of incorporation of the company state expressly that as of the incorporation date, only Saini and Garcha were directors.

[10] In fact, the registry itself reveals that Mittal and the other Respondents were not added as directors until October 13, 2021. That was well after 276 had purchased and sold the Caledon property and well after it had purchased the Kleinburg property on July 7, 2021.

[11] Mittal appended to his affidavit filed with his Application Record a copy of a Notice of Change purporting to add himself and the other individual Respondents as directors of 276. The Notice appears to contain Garcha’s signature. However, Garcha has no recollection of signing it.

[12] Garcha testified that although the signature on the Notice of Change “seems like” his, he would surmise that Mittal must have deceived him into signing the form. He explained that in a prior business relationship with Mittal, it was not unusual for Mittal to have him sign documents without reviewing them with Garcha. Garcha’s unequivocal evidence is that he did not know, and Mittal did not tell him, that he was signing documents to add directors for 276.

[13] Neither Saini nor Garcha had a copy of the Notice of Change adding the new directors, and neither of them knows the time or place when Mittal would have had Garcha sign the form. The Notice of Change was only produced for the first time with Mittal’s affidavit; moreover, the document appended to the affidavit was a copy, and although Mittal undertook to produce the original for verification, he has failed to comply with his undertaking.

[14] In addition, there is writing on the Notice of Change form that neither Garcha nor Mittal recognize. Neither of them can say with any certainty who prepared the form or when.

[15] According to Mittal, Mittal and Garcha met in October 2022, at which time the Notice of Change was signed. Mittal testified that was held in October of 2022 in Garcha’s yard, and that it was attended by Garcha, Mittal, Sukhwinder Kaloya and Hement Nayak. None of those individuals, however, has come forward to say that they were at the meeting or that they recall any such signing by Garcha taking place.

[16] In any case, October 2022 would have put the date that the directors were added long after the Caledon property was bought and sold and long after the Kleinburg property was purchased. Both Garcha’s and Saini’s evidence is that adding directors for 276 was never discussed and they would not have agreed to it without consideration, their mutual approval, consideration from the newly added directors, and an agreement governing decision-making and management for 276. Thus, neither Saini nor Garcha gave their informed consent to the addition of the new directors.

[17] In addition, the record contains no minutes or any other evidence of meetings of the directors of 276 or any shareholders meeting that would have authorized the addition of new directors. In fact, no such meetings took place, no notices of any meetings or of any intention to add directors were ever prepared or circulated, and no corporate resolutions adding directors were ever signed. Even the one meeting that Mittal alleges occurred – the October 2022 at which Garcha is said to have signed the Notice of Change – was not a valid directors or shareholders meeting, as Saini was not in attendance.

[18] In his affidavit, Mittal put forward a tax return for 276 that refers to him as a director of the company. However, he admitted in cross-examination that he was the one who filed the return with no one else signing the return except him. In fact, in an email sent August 27, 2020, Mittal wrote to an employee of the Royal Bank of Canada stating that ownership of 276 was:

Gurvinder Saini 50%
Najinder Garcha 50%

[19] Despite the documentary evidence to the contrary, Mittal seeks a declaration in his cross-Application that he is an owner of 276. In response, the applicants have filed this Application seeking a declaration that they are the only shareholders.

III. The Undocumented Shareholder Claim

[20] In his affidavit, Mittal states that all parties agreed that he and the Respondent, Sukhwinder Kaloya, were to be shareholders of 276, and that the parties’ course of conduct confirms this understanding. However, none of the other parties to these companion Applications, including Sukhwinder, support this unsubstantiated assertion.

[21] In my estimation, there is good reason for this reluctance of all other parties to support Mittal. With the greatest of respect, Mittal’s evidence, when read as a whole, makes neither legal nor economic sense.

[22] In cross-examination, Mittal was asked repeatedly whether he ever actually invested money in 276. His answers were convoluted and evasive, but he ultimately conceded that he never contributed any investment to acquire what he says should have been his shares in 276:

Q. Am I correct, though, that you don’t have any records of payments from you personally to 276 directly?
A: I will – I’ll have to look it up. Are you speaking about the investment done during the buying of the property or while repair of the property? Which one are you referring to?
Q: I’m asking about any payments at all from you to 276, anytime for anything?
A: Well, 276 is regarding a house, 13432. I did spend for repair for those - I may - will definitely have some invoices. It has been a full year approximately now. A whole year’s approximately, so I believe I may have some invoices still left for that.
Q: I don’t know if it’s the translation or if this is just how you’re answering questions, but I am specifically asking about money paid by you to the company, to 276. I don’t care what you say you spent otherwise. Do you understand my question?
A: In my knowledge, no.
Q: So you don’t - you’ll agree with me, to your knowledge you do not have any payments from you to 276?
A: Maybe I did not pay from my personal
Q: Do you say you paid from another account that you solely owned?
A: Yes. From Golden Freight account I did money.
Q: Golden was owned by multiple shareholders, not just you, Mr. Mittal. Do you understand the difference?
A: Yes, I am understanding the difference.
Q: I’m going to show you your affidavit. Paragraph eight should be on your screen. It says that you invested money in different companies, including 276 to buy properties. Do you see that?
A: Yes.
Q: But you’re telling me that you personally did not invest money in 276 at all. Correct?
A: Respected lawyer, if the Golden invests who will invest it? I? It will be me? Or will Golden itself sign it?
Q. Well, Mr. Mittal, if Golden invests it would be Golden. That’s how it works.
A. Okay. In that case, my understanding was not correct…

[23] Mittal’s evidence that it was not him, but rather Golden that invested in 276, even if true, does not support his claim. As he acknowledged in cross-examination, he was only one of multiple shareholders of Golden, and so a contribution of funds by Golden would not give Mittal a personal interest in 276.

[24] The shares of Golden were owned by Mittal together with Saini, Sukhwinder Kaloya, and Jaswinder Kaloya. In his affidavit, Saini explains that Sukhwinder, Jaswinder and he terminated their business relationship with Mittal when they discovered that Mittal had been misappropriating funds from Golden and siphoning them off into another company owned by Mittal’s wife. Accordingly, in March 2023, the three of them entered into an agreement to sell their shares in Golden to Mittal. Despite Mittal now being sole owner of Golden, there is no claim in either Application that Golden has an interest in 276.

[25] The obvious reason for this is that Mittal admitted that Golden never purchased shares in 276. Rather, it seems that Golden may have (although no documentation has been produced to corroborate this) advanced an amount of funds to 276 for the purpose of doing some repairs on the Airport Road property it owned. Even this evidence, however, lacked transparency and is hard to decipher, with Mittal waffling back and forth whether this was a loan, another form of investment, and whether the money had anything to do with 276 at all. Moreover, Mittal is unclear whether the funds were eventually repaid:

Q: Mr. Mittal, you gave evidence about spending $12,000 to $15,000 on a contractor for expenses. Do you recall that?
A: Yes.
Q: Mr. Mittal, I put it to you that those expenses had no relationship at all to the property owned by 276. Isn’t that true?
A: No.
Q: Is it your evidence that the invoices from the contractor refer to 276 properties?
A. What I had said was this property, 13432, which 276 had bought - the property bought by 276 was this one 13432 Airport Road.
Q: Okay. But I’m putting it to you that none of those expenses were with respect to that property. Do you have invoices or any documents saying otherwise?
A: Whatever work was done for that house all those expenditure details will be told to you, and if I find that invoice then it will be mentioned you for which particular work that invoice was used for.
Q: So you’re not sure that you even have the invoice?
A: I have to look for those.
Q: All right. Well, I have your undertaking to produce them. Mr. Mittal, did you seek reimbursement from either Golden Freight or 276 for these expenses?
A: I don’t remember.
Q: Is it possible that you were reimbursed?
A: No.
Q: Is there any way that you could check your records to determine that?
A: I will definitely try.

[26] In Mittal’s affidavit, he goes on to describe that Golden lent funds on August 28, 2023 to invest in 276’s property on Airport Road in Caledon. That assertion, like Mittal’s other financial explanations, lacks all logic.

[27] In 2023, 276 did not own the property in Caledon; that property had been sold in 2021 and the property in Kleinburg had already been purchased long before 2023. As Saini’s counsel points out, Mittal purports to attach “proof” of Golden’s investment in 276, but the documents he attaches are not proof of an investment by Golden in 276, nor are they proof of any investment by Mittal himself in 276. Likewise, they do not evidence any agreement for either Golden or Mittal to receive shares in 276. All the documents produced by Mittal do show is that Saini was involved in the purchase of the Airport Road property.

[28] Mittal’s documents do show that during the course of time some payments were made by Golden to 276, but all of them came at a time when Saini was an owner of Golden. Nothing in the record demonstrates that Mittal has ever had any interest in 276, or that any Mittal has ever paid any of his own funds to 276. Likewise, nothing in the records demonstrates that there has ever been any agreement that Mittal, Golden or anyone else had acquired or was in the process of acquiring an ownership interest in 276.

[29] Mittal never answered his undertaking to produce records showing that he paid expenses for 276, and he has not produced any documents from Garcha or Saini evidencing any agreement by them to make Mittal a shareholder of 276.

[30] It is noteworthy that Mittal compares the undocumented situation in 276 with what he says was a similarly lax approach to documentation in his other investments with Saini – i.e. with respect to Golden, SNGG, and 503. Yet, in those other companies, the shareholders all signed shareholders agreements to govern their interests.

[31] There is no shareholders agreement between the parties, or any of them, governing 276. Contrary to Mittal’s theory of the claim, the governance and ownership of 276 is not comparable with the other companies that are the subject of his counter-Application. Although Mittal has obfuscated the issue and has been unwilling to acknowledge that there is no shareholders agreement for 276, no such agreement appears to exist. Mittal himself has been unable to produce one, and the record contains no suggestion that anyone else is in possession of one either.

[32] Mittal has acknowledged, however, that he has never received any dividends from 276. In fact, there is no evidence in the record that he ever asked for any dividends or any other form of payment from 276.

[33] In short, the documentary record does not support Mittal’s claim to be either a director or shareholder of 276. Likewise, the balance of the evidence does not support Mittal’s claim to be an undocumented shareholder.

IV. OBCA Formalities

[34] 276 is incorporated under the Ontario Business Corporations Act, RSO 1990, c B.16 (“OBCA”).

[35] Counsel for Saini points out that the purported addition of Mittal and the other individual Respondents as directors of 276 is in breach of a number of OBCA requirements, and so on its face is not valid. These breaches include:

a) there was no notice to Garcha and Saini of a shareholders meeting to elect additional directors, contrary to ss. 94(4), 96(1), 101, 119(4), and 123(1) of the OBCA;
b) there was no shareholders meeting, contrary to ss. 94(1) and 97 of the OBCA;
c) there was no election of the additional directors, contrary to ss. 97(a), 100(1), 100(2), and 101(1) of the OBCA;
d) none of the purported added directors signed consents to be made directors, contrary to s. 119(9) of the OBCA;
e) there were no resolutions signed adding the respondents as directors of 276, contrary to s. 119(4) of the OBCA.

[36] On the basis of this non-compliance, Mittal and the other individual Respondents are required to be removed from the corporate registry and from any corporate records as directors of 276.

[37] Likewise, none of the OBCA requirements for adding shareholders to 276 have been adhered to. These breaches include parallel requirements to hold directors and shareholders meetings, give the appropriate notice of the meetings, conduct the meetings with appropriate protocols, and approve resolutions adding a shareholder.

[38] In addition, the detailed provisions under s. 23 allowing for the issuance of new shares have not been adhered to, and, as already indicated, no shares purportedly owned by Mittal or any of the individual Respondents have been paid for as required under s. 23(3) at a value determined by the directors pursuant to s. 23(4) or, for that matter, at any value at all. It is obvious from the entirety of the record that the reason none of these steps were followed is that there was never any agreement to add shareholders – either Mittal or anyone else. I have seen no evidence that would credibly suggest otherwise.

[39] In fact, as indicated above, Mittal himself wrote an email to the Royal Bank in August 2020 stating that Garcha and Saini were each 50% shareholders in 276. Funds paid from Golden to 276 for repair work or anything else do not support the claim of an ownership interest in 276 by Mittal, and there are no documents whatsoever that would support any agreement to give Mittal an ownership interest in 276.

[40] The record contains nothing but bald allegations by Mittal, which frankly make no economic sense. If Mittal’s evidence were accurate, Saini and Garcha would have to have given shares in 276 to Mittal and four other individuals for no consideration, well after 276 had acquired real estate based on an initial investment by Saini and Garcha alone. No one would rationally have undertaken that course of action.

[41] Mittal’s evidence suggests that the shareholder claim he puts forward is little more than an attempt to appropriate value from a company in which he has no interest.

V. The Counter-Application

[42] In addition to his response to Saini and Garcha’s Application in respect of 276, Mittal, along with his company, Golden, has brought a simultaneous Application seeking separate relief. The Mittal Application addresses the parties’ interests in 503 and SNGG. The issues pertaining to those companies are similar to those pertaining to 276, but appear to have been added by Mittal as a distraction more than as a clarification of the 276 dispute.

[43] The relief sought in the Mittal/Golden Application seeks an order to compel 503 and SNGG, two corporations in which Mittal is a minority shareholder, to sell properties owned by those companies, but provides little to no legal basis for compelling those sales. It also asserts that Mittal’s interest in those companies has been subject to oppression, but provides no evidence of conduct by the responding parties that constitutes a breach of any reasonable expectations held by Mittal. Finally, the Mittal/Golden Application advances claims for repayment of what Mittal calls shareholder loans, but those loans are the subject of a release in favour of the responding parties.

[44] On September 5, 2016, Mittal, Saini, Jaswinder, and Sukhwinder formed Golden to act as a freight forwarding company. Mittal held a 50% interest in Golden, Sukhwinder held 25%, Jaswinder held 12.5%, and Saini held 12.5%. They each, sometimes alone and sometimes in combination with one or more of the others, also pursued personal investment interests outside of Golden. These included interests in 503 and SNGG.

[45] In 2023, the relationship between the parties broke down. Jaswinder, Sukhwinder, and Saini concluded that Mittal had been siphoning money out of Golden to his wife for his and her personal use as well as to his wife’s immigration consulting company. The details of that dispute are not relevant here, except to indicate that the three co-shareholders accused the fourth, Mittal, of misappropriating just under $2 million from Golden. I reach no conclusion as to whether that accusation was accurate, but the dispute was ultimately resolved following a mediation at which all sides were represented by counsel.

[46] A settlement agreement was executed by the four shareholders of Golden on March 7, 2023. It is entitled “Settlement Buy-Sell Agreement”. Clause 6.10 states: “This Agreement is the result of negotiations between the Parties and their counsel.”

[47] The Buy-Sell Agreement set out a process in which Mittal was to purchase the other shareholders’ interests in Golden. That process culminated less than a week later with the signing of a purchase agreement dated March 13, 2023. Under that agreement, Mittal purchased the interests of Jaswinder, Sukhwinder, and Saini for a payment of $1,300,000, which Mittal paid to the sellers’ lawyers in trust, plus the transfer to the three sellers of his shares in an investment property located at 16679 Horseshoe Hill Road, Caledon.

[48] Clauses 7-8 of the Buy-Sell Agreement provides that all accounts between the parties have been resolved with finality:

7. Upon acceptance, Buyer(s) shall be entitled to the corporation starting today March 13, 2023 and will also be entitled to all the assets, liabilities and profits of the company…
8. Buyer(s) shall release the Seller(s) from any personal liability vis-à-vis operations of the corporation starting March 13, 2023 for all the past and future liabilities. The Buyer(s) shall be solely responsible for the same starting March 13, 2023.

[49] In the Mittal/Golden Notice of Application, the Applicants seek declarations that Golden is owed repayment by its three former shareholders of certain shareholder loans. It is unclear in the Application materials, however, which of the shareholders these alleged loans were purportedly made to or when. Mittal’s supporting affidavit refers to Golden lending money to shareholders on August 28, 2023 to invest in 276’s property in Caledon, but, as already indicated in the sections above, 276 did not own the Caledon property in 2023. That property was sold by 276 in 2021.

[50] The Mittal/Golden Application contains no documentary or other corroborating evidence to support the alleged existence of any loans from Golden to Jaswinder, Sukhwinder, or Saini. Mittal has produced no correspondence, loan agreements, or anything purporting to set out terms of the alleged shareholder loans. He has also produced no evidence of any requests for repayments of any such loans, and has produced nothing to show any funds going to the three former shareholders of Golden. He has also failed to answer his undertaking to provide the financial statements for Golden for the years from 2020 through to the date of the purchase agreement, or any other documents that might reference the alleged loans.

[51] Remarkably, in cross-examination Mittal was not prepared to say that the loans that Golden and he are claiming were in default and, if so, when they went into default.

Q: Well, are you saying the loan is in default?
A: That is not what I am saying.
Q: I’m asking. When would the loans go into default? When is it due?
Interpreter: He is saying I have to think.
The Deponent: As I was already saying that we do not spend any time duration for the term of this investment, but I will definitely talk about this to my lawyer how to demand it back.

[52] I can reach no other conclusion but that this claim by Mittal/Golden is a specious one. Mittal never explains how or why any shareholder loan would survive the release contained in the Buy-Sell Agreement of March 13, 2023, which would seem to me to cover precisely this kind of claim that the selling shareholders owe a debt to the company. All such accounting within the company is covered by the purchase price of the shares, and the release clause ensures that none of those types of claims will survive the transfer of the three sellers’ shares to Mittal.

[53] Mittal and Golden have brought a court Application seeking repayment of loans for which there is not a single shred of evidence, and for which Mittal cannot say are even in default. I do not understand how a party can bring a proceeding on that basis. In cross-examination, Mittal said that he will have to ask his lawyer about whether the alleged loans can be enforced; however, with the greatest of respect, it seems to me that he and his lawyer might have thought about that question before bringing the Application to enforce them in the first place.

[54] The Mittal/Golden claims in respect of SNGG are more of the same – i.e. undocumented claims that make no financial sense and that would, in any case, be covered by the Golden purchase agreement’s release. To state the background as succinctly as possible, SNGG was incorporated on October 8, 2015, and on April 9, 2021 the shareholders entered into a unanimous shareholders agreement. At that point, the shareholdings in SNGG were: Mittal: 15 common shares, Sukhwinder: 11.25 common shares, Saini: 11.25 common shares, Jaswinder: 11.25 common shares, Garcha: 15 common shares, Gulsharan Singh Dhaliwal: 15 common shares, Joga Singh Dhami: 11.25 common shares, and Sarbjit Singh Nijjar: 10 common shares.

[55] On December 11, 2020, SNGG purchased a property on Airport Road for $7,963,500.35. This purchase was funded by Dhaliwal, Nijjar, and Garcha, who together provided $3,185,400 out of proceeds of sale they had received from the sale of a property previously owned by SNGG, as well as a cash contribution of $1,135,000 by Jaswinder, Sukhwinder, and Saini collectively. In addition, SNGG obtained a mortgage in the amount of $3,227,794.19.

[56] The deposit funds for the purchase, in the amount of $350,008.50, came from Golden – then owned 50% by Jaswinder-Sukhwinder-Saini and 50% by Mittal. As explained by Saini in his affidavit, Mittal’s half of this contribution has been accounted for by three withdrawals of $60,000 each that he made from Golden in June 2022, October 2022, and January 2023. These withdrawals are evidenced in Golden’s bank statements which are in the record. The other half of the deposit money – i.e. the half belonging to Jaswinder-Sukhwinder-Saini – came to $175,004.25, and was accounted for in the valuation of the Golden shares on their sale to Mittal.

[57] In his affidavit, Mittal states that Golden made a loan of $350,000 to its shareholders to invest in SNGG’s Airport Road property, and says that he – Mittal – is personally entitled to an undefined additional interest in SNGG as a result. In support of this additional claim, Mittal appended to his affidavit the real estate lawyer’s trust ledger statement on the purchase of the property, but that statement makes no mention of Golden or any loan by Golden to its shareholders in reference to SNGG’s Airport Road acquisition. Accordingly, the Mittal/Golden claim in respect of SNGG is not coherent, and certainly not evidenced in any way that can give rise to a claim.

[58] What the record shows is that Golden paid $350,008.50 for SNGG’s down payment on the Airport Road property, and that $175,004.25 of that sum is attributable to Jaswinder, Sukhwinder and Saini (and accounted for as such in the sale of their shares), and the balance is attributable to Mittal (who has been reimbursed through documented withdrawals from Golden’s bank account). There is nothing more to Mittal/Golden’s claim in respect of SNGG.

[59] Mittal also includes in his Application a claim in respect of 503, although the claim is so ill-defined that it is difficult to describe. In essence, Mittal submits that he is an oppressed minority shareholder of 503, without saying what it is that the majority shareholders of 503 have done to oppress him – except that they are not getting along on other fronts.

[60] It is common ground that 503 is a holding company that carries on no active business. It has a bank account, but apparently owns no other assets. It also seems to be common ground that 503 has some outstanding tax liabilities, but the record does not establish how much or what those liabilities are in reference to.

[61] On November 13, 2020, the shareholders of 503 entered into a unanimous shareholders agreement that set out the respective ownership interests as: Mittal: 50 common shares, Sukhwinder: 50 common shares, Jaswinder: 25 common shares, Garcha: 25 common shares, Dhaliwal: 25 common shares, and Saini: 25 common shares.

[62] At one point, 503 had invested in a property located at 7048 King Street, Caledon. That property was sold in December 2021 and the proceeds of sale have been distributed. In his affidavit, Mittal appends the real estate lawyer’s trust ledger showing the closing statement.

[63] There does not appear to be any dispute regarding the distribution of funds from 503 or any further monies owing to 503. Although the Mittal/Golden Application record is rather obtuse on this point, it seems that 503 is included in Mittal’s affidavit mostly as a demonstration as to how the financial dealings between the parties are supposed to work. Indeed, he summarizes 503’s role in the Mittal/Golden Application by saying: “503 is an exact example of how sale proceeds of Airport Road under SNGG and King Vaughan under 276 will be distributed when sold.”

[64] Since Mittal poses 503 as role model of a smoothly working company, he has difficulty setting out a coherent claim in respect of that company. After all, if it is an “exact example” of how things are supposed to work, there should be nothing to complain about. And, indeed, a careful reading of Mittal’s evidence reveals that there really is nothing to complain about.

[65] It seems that Mittal seeks an order that the other shareholders buy him out of his interest in 503, but no basis for that request is put forward. A claim for an oppression remedy under s. 248 of the OBCA is mentioned in the Notice of Application, but no shareholder oppression of any kind is described in Mittal’s affidavit or otherwise evidenced in the record. It seems that Mittal’s position is that because the relationship between himself and the other 503 shareholders has broken down with respect to 276 and SNGG, Mittal is oppressed by having to remain a shareholder of 503.

[66] In BCE Inc. v. 1976 Debentureholders, 2008 SCC 69, para 68, the Supreme Court of Canada identified two related inquiries to be conducted in a claim for oppression: “(1) Does the evidence support the reasonable expectation asserted by the claimant? and (2) Does the evidence establish that the reasonable expectation was violated by conduct falling within the terms ‘oppression’, ‘unfair prejudice’ or ‘unfair disregard’ of a relevant interest?” In including 503 in his and Golden’s Application, Mittal does not seem to have turned his mind to either of these questions.

[67] It is almost too obvious to mention, but a dispute in company A does not mean that there is shareholder oppression in company B where no dispute exists. Given that 503 is posed by Mittal as the well managed model that the other companies should emulate, the claim of oppression in respect of 503 is, to put it delicately, not well thought out.

[68] There are no grounds for any remedial action to be taken in relation to Mittal’s interest in 503. It is perplexing as to why any remedy is being sought.

VI. Disposition

[69] Saini and Garcha shall have an Order rectifying the register of directors for 276 removing the individual respondents as directors of the corporation.

[70] Saini and Garcha shall also have an Order declaring themselves to be the only shareholders of 276.

[71] The Application brought by Mittal and Golden is dismissed.

VII. Costs

[72] Both sets of counsel have submitted Costs Outlines. Saini/Garcha seek $18,297.49 for their own Application and $32,992.44 for their response to the Mittal/Golden Application, both amounts calculated on a partial indemnity basis and inclusive of all disbursements and HST. Mittal/Golden would seek $32,866.04 in respect of both Applications, also on a partial indemnity basis and inclusive of all disbursements and HST.

[73] Saini/Garcha were successful in both Applications and are entitled to costs in both Applications. Given the factual complexity of each of those matters, their cost requests are rather modest.

[74] Saini and Garcha brought a necessary and straightforward Application to correct the registry of directors for 276 and to declare themselves to be the sole shareholders of that company in the face of unsupportable claims by Mittal. Instead of a straightforward response, they were met by a convoluted counter Application with respect to three other companies for which there was virtually no supporting evidence whatsoever other than Mittal’s subjective narrative. They were put to considerable expense having to respond to a sequence of lengthy explanations about transactions that made little real sense. Given the lengths that Mittal and Golden went to in spinning their narrative, it should not be surprising to them that they prompted a lengthy and costly response.

[75] Costs are always discretionary under section 131 of the Courts of Justice Act, RSO 1990, c C.43. In the circumstances, I am not inclined to second guess the costs incurred by counsel for Saini/Garcha. They invested the time and effort needed to mount a successful Application and response, and that investment paid off in the result. The amounts that they seek in costs reflect the principle of indemnity in Rule 57.01(1)(0.a) of the Rules of Civil Procedure, RRO 1990, Reg 194, and the principle that the unsuccessful side not be taken by surprise in Rule 57.01(1)(0.b).

[76] Using round numbers for convenience, Mittal and Golden shall pay Saini and Garcha costs of both Applications in the all-inclusive amount of $51,000.

Date: March 24, 2025
Edward M. Morgan