Court File and Parties

Citation: 2025 ONSC 5727

Court File No.: CV-25-00736023-00A1

Date: October 8, 2025

Superior Court of Justice – Ontario

Parties

Plaintiffs:

• 2766264 Ontario Inc.
• 2766278 Ontario Inc.
• 1822643 Ontario Inc.

Defendants:

• Garik Gevorkian
• Varsine Karapetyan
• 1892871 Ontario Ltd.
• 2770518 Ontario Inc. operating as Airwaypark.com

Third Parties:

• Jedid Maitland-Carter
• Grace Maitland-Carter
• Dennis Epstein
• Huei Yu Pai
• Arkadi Bouchelev
• Bouchelev Law Professional Corporation
• 2822662 Ontario Inc. operating as Airport Force Inc.
• 9376747 Canada Inc.
• North Water Farms Inc.
• North Water Greenland Co.
• Panda Force Inc.
• Airport Fuels Inc.
• Secure Air Fuel Inc.
• Secure Group Inc.
• Secure Group NY Inc.
• Skypark Inc.
• 1000673360 Ontario Inc.
• 1000694326 Ontario Inc.
• 1000028746 Ontario Inc.
• 1000028755 Ontario Inc.
• 1984684 Ontario Inc.
• 1984685 Ontario Inc.
• 1944426 Ontario Inc.
• John Doe Corporation
• Trilock Financial Inc.
• A.C.E. Portfolio Inc.
• DGE Consulting Inc.
• Toronto Dominion Bank
• Canada Revenue Agency

Before: Koehnen J.

Counsel:

• Arkadi Bouchelev for the Third Parties
• Richard M. Roth for the Defendants
• Corey Groper for Richard Roth in action CV-25-738755

Heard: June 16, 2025

Endorsement

Introduction

[1] This is a motion by certain Third Party Defendants to strike out the Third Party Claim as against them. The third parties Toronto Dominion Bank and Canada Revenue Agency were not represented on the motion. I was advised on the motion that the Defendants have discontinued the Third Party Claim against Canada Revenue Agency. The Third Party Claim, however, continues against Toronto Dominion Bank.

[2] For the reasons set out below I strike out the Third Party Claim in its entirety, including against Toronto Dominion Bank, as disclosing no cause of action. I grant the Defendants leave to amend should they wish to do so.

The Legal Test

[3] The legal test to strike out a statement of Claim, including a Third Party Claim, as disclosing no cause of action is well-known and is not in dispute.

[4] A party may move under Rule 21.01(1)(b) of the Rules of Civil Procedure to strike out a pleading on the ground that it discloses no reasonable cause of action or defence. The test on such a motion is whether it is plain and obvious that the statement of Claim discloses no reasonable cause of action. The pleading is to be read generously with allowances for drafting deficiencies. The plaintiff must plead sufficient particulars which disclose a basis for attaching liability to a party. All essential elements of a cause of action must be pleaded.

[5] The Court can also strike pleadings under Rule 25.11 if the pleading:

(a) may prejudice or delay the fair trial of the action;

(b) is scandalous, frivolous or vexatious; or

(c) is an abuse of the process of the court.

[6] The "plain and obvious" test under Rule 21.01(b) also applies under Rule 25.11. In addition, a pleading that makes bald allegations without supporting facts, is frivolous and vexatious.

[7] Allegations that are made only for the purpose of colour or to cast a party in a bad light are scandalous. So are bare allegations, particularly of intentional or malicious conduct.

[8] As set out in greater detail below, the Third Party Claim falls afoul of these minimal standards. It is based on bald allegations without material facts, including with respect to intentional conduct.

Analysis

[9] The dispute between the parties is essentially a shareholders dispute that the Plaintiffs commenced against the Defendants. In response, the Defendants brought a Third Party Claim against 27 different third parties, including the individual shareholders of the Plaintiff Corporations, their spouses, their other businesses, the Plaintiffs' bank, and the Plaintiffs' lawyers. The Third Party Claim contains a long list of bald allegations and general grievances. In only a few instances does the Third Party Claim provide sufficient material facts of the allegation to allow the Plaintiffs to know what specific conduct is being impugned.

[10] The allegations raised against the Third Party Defendant, Jedid Maitland-Carter in paragraph 5 of the Third Party Claim provide a good example of the nature of the claims against shareholders and their spouses. It states:

Specific allegations against the Third Party, Jedid Maitland-Carter, include but are not limited to:

a. Purposely excluded a shareholder, Garik Gevorkian, from company board and/or shareholder meetings of the Plaintiff Corporation;

b. Purposely changed the times, dates and location of company board and shareholder meetings of the Plaintiff Corporation to exclude Garik Gevorkian;

c. Withheld company board and shareholder meeting minutes from Garik Gevorkian;

d. Withheld important agreements and other relevant documents related to the Plaintiff Corporations from Garik Gevorkian;

e. Failed to pay proper taxes, including HST, to the Canada Revenue Agency on management fees from the Plaintiff Corporations which put added liability and potential damages to the Plaintiff Corporations, other shareholders, associated businesses and the Defendants;

f. Took cash in excess of $40,000 from the revenues of the Plaintiff Corporations;

g. Implemented a corporation reorganization of the Plaintiff Corporations due to ongoing debt obligations to multiple parties including the Canada Revenue Agency;

h. Possessed an extremely bad credit rating which limited the Plaintiff Corporations ability to obtain financing, leasing and enter into other financial transactions;

i. Possessed an extremely bad credit rating and had to be listed under Garik Gevorkian's credit cards in order to make purchases on behalf of the Plaintiff Corporations which limited the Plaintiff Corporations and its operations;

j. Negligently or purposefully made purchases and transfers on Garik Gevorkian's personal credit card for personal purchases or purchases unrelated to the Plaintiff Corporations operations or unnecessary items for the Plaintiff Corporations;

k. Made purchases of rock salt in July in the amount of approximately $10,000 that spoiled before winter and was unusable and attempted purchases of an additional $30,000 worth of rock salt in July before being stopped by Garik Gevorkian;

l. Negligently operated the snow-plow truck and crashed into multiple parked cars causing significant damage and cost to the Plaintiff Corporations;

m. Failed to make payments to vendors, service providers, employees of the Plaintiff Corporations, in a timely manner or at all on behalf of the Plaintiff Corporations;

n. Damaged the reputation and goodwill of the Defendants, the Plaintiff Corporations, Skypark Ltd., Skycorp Inc. and/or Fly Park Inn Inc. multiple times including in order to promote his other corporations' businesses which include a jet fuel provider company and other airport parking and airport related businesses;

o. Failed to complete even basic tasks on the part of the Plaintiff Corporations;

p. Taken the trademark and reputation of the Defendants, the Plaintiff Corporations, Skypark Ltd., Skycorp Inc. and/or Fly Park Inn Inc. for his personal registration of the 'Skypark' business name and domain name in multiple other jurisdictions; and

q. Multiple other acts of fraud, negligence, violations of the OBCA, breaches of trust, breaches of fiduciary duties that harmed and caused damages to the Plaintiff Corporations and the Defendants to be provided prior to Trial.

[11] The same and similar allegations are then pleaded against the other Third Party Defendants.

[12] The only allegations that contain sufficient particulars to permit someone to defend are those contained in subparagraphs k and l, assuming they amount to causes of action. The remainder are simply bald allegations of wrongdoing. One might expect that subsequent paragraphs of the Third Party Claim would go on to provide more particulars such as the dates on which the alleged conduct occurred, the specific wrongful purchases that are alleged to have occurred, the names of the vendors that were allegedly not paid and at least some examples of the alleged "multiple other acts of fraud, negligence, violations of OBCA, breaches of trust, breaches of fiduciary duties that harmed and caused damage to the Plaintiff Corporations and the Defendants." The Third Party Claim contains no such particulars or examples. Instead, it proceeds to make similarly broad, bald allegations against other Third Party Defendants.

[13] Several of the allegations contained in paragraph 5 of the Third Party Claim do not amount to causes of action known to law. I am not aware of how possessing "an extremely bad credit rating" could possibly constitute a cause of action as alleged in paragraph 5h of the Third Party Claim.

[14] Mr. Gevorkian claims that he was oppressed as a shareholder and director of the Plaintiff Corporations by both the individual Third Party Defendants and by the corporate Third Parties but provides no material facts in support. The corporate Third Parties are separate and distinct from the Plaintiff Corporations. There is no allegation that Mr. Gevorkian is a shareholder or director of the corporate Third Parties. In those circumstances, it is difficult to understand how they could possibly be oppressing the Defendants, especially given the lack of material facts.

[15] Mr. Gevorkian's allegations against Huei Yu Pai, the wife of Mr. Maitland-Carter, centers around the fact that she mistakenly received a payment of $750 that was meant for an employee of Skypark. When asked whether the error was reversed, Mr. Gevorkian claimed that he did not know. Even if Ms. Pai did not return the money to Skypark, the Claim against her is a matter for the Small Claims Court. The Claim against Ms. Pai suggests that the Defendants are trying to ensnare as many parties associated with the Plaintiffs as they can to make the litigation as costly and time consuming as possible, instead of focusing on issues that truly matter.

[16] The Third Party Claim also alleges that Mr. Maitland-Carter improperly benefited from the "Skypark" trademark by transferring it to a Florida-based company that he controlled. Mr. Gevorkian repeated that allegation in an affidavit he delivered in support of his position on this motion. On cross-examination on his affidavit, Mr. Gevorkian admitted that the Florida company has held the trademark since 1997, three years before he met Mr. Maitland-Carter.

The Claims Against Arkadi Bouchelev

[17] The Third Party Claim joined as a Defendant, Arkadi Bouchelev, the Plaintiffs' lawyer in the action as well as his firm, Bouchelev Law Professional Corporation.

[18] The allegations against Mr. Bouchelev can be grouped into six categories:

a. Overbilling the Plaintiff Corporations, not submitting proper invoices for services rendered, and/or rendering services in one file and billing in another file;

b. Having a conflict of interest;

c. Taking directions from and drafting emails on behalf of some Third Parties;

d. Making false statements in emails drafted on behalf of some Third Parties;

e. Assisting or advising some Third Parties in respect of acts that "violated the OBCA and other statutes, regulations and the common law"; and

f. Acting in violation of the Rules of Professional Conduct of the Law Society of Ontario and/or "unlawfully to the detriment of the Defendants".

[19] All are bald allegations without particulars.

[20] The allegations relating to the legal advice that Mr. Bouchelev provided to his clients cannot succeed as pleaded because they are protected by qualified privilege. A lawyer of record generally has no duty of care or liability to a party opposite in interest. Qualified privilege generally protects lawyers from being sued by opposing parties under the guise of any cause of action for his or her conduct of a case. Courts have repeatedly held that a lawyer's duty is to their client and that lawyers are generally not liable to opposing parties for professional advice given to their own clients. The essence of the Claim against Mr. Bouchelev concerns advice he gave to his clients.

[21] Similarly, the bald allegations of conflict of interest do not amount to a cause of action. Apart from the absence of particulars of this alleged conflict, conflict of interest does not amount to a common law cause of action. The Defendants have not brought any motion to disqualify Mr. Bouchelev or his firm. Moreover, Mr. Gevorkian admitted that Mr. Bouchelev never acted for any of the Defendants. Mr. Gevorkian further admitted that, although Mr. Bouchelev acted for two Skypark entities, those Corporations are defunct and are not parties to this proceeding. According to Mr. Gevorkian, Mr. Bouchelev's representation was in relation to Small Claims Court actions brought by Skypark's customers for damages caused to their vehicles, and a dispute with a commercial landlord. Both are unrelated to the dispute before me. Finally, Mr. Gevorkian admitted that he never discussed internal shareholder issues with Mr. Bouchelev. I cannot see any conflict of interest in those circumstances.

[22] The allegations of overbilling are equally unfounded. Mr. Gevorkian admitted that Mr. Bouchelev never acted for any of the Defendants. Therefore, the Defendants have no standing to bring a Claim against Mr. Bouchelev in respect of billings. The billings were to the Plaintiff Corporations. Mr. Gevorkian admitted that the other directors of the Plaintiff Corporations disagreed with his assertion that Mr. Bouchelev's fees were unreasonable, paid the fees without complaint, never requested an assessment and continued to use his services.

The Claims Against Toronto Dominion Bank

[23] The basis of the Claim against Toronto Dominion Bank is that the Bank allegedly helped certain third parties deposit a cheque in the amount of $10 marked as "share purchase" into the account of a Corporation of which Mr. Gevorkian was the sole shareholder and director. Mr. Gevorkian alleges that he never authorized the deposits and that Toronto Dominion Bank was not authorized to allow deposits into his account.

[24] The Third Party Claim then goes on to allege that:

26. The Defendants allege these Third Parties, Jedid Maitland-Carter, Grace Maitland-Carter, Dennis Epstein, similarly deposited cheques of various nominal amounts all marked as 'Share Purchase' into the corporate bank accounts of all the Plaintiff Corporations and other corporations that these Third Parties were not shareholders at all or held only a portion of the shares as a purported purchase of these corporations by these Third Parties or by corporations controlled by these Third Parties.

[25] I cannot discern any cause of action in those allegations.

[26] It is difficult to see how Toronto Dominion Bank could be liable for allowing a $10 cheque to be deposited into an account of which Mr. Gevorkian is the beneficial holder.

[27] The gist of the allegation in paragraph 26 of the Third Party Claim is that the third parties allegedly deposited checks into the accounts of the Plaintiff Corporations on account of purported share purchases for the benefit of the third parties. There is no further allegation that ties this alleged wrongdoing with any prejudice to the Defendants.

[28] That allegation is also found under the heading "liability of the Toronto Dominion Bank." This somehow magically transforms into a Claim for damages of "$100,000 in pecuniary losses relating to the actions of the Toronto Dominion Bank in violation of the Bank Act, RSC 1991, c. 46" in paragraph 1 (f) of the Third Party Claim. The Claim is simply incomprehensible. Although Toronto Dominion Bank has not moved to strike the action against it, I am doing so in the interests of preserving court resources. Presumably, at some point TD Bank will bring a motion to strike. That motion would have to be granted on the current state of the pleading. It would be wasteful to have a second motion in this regard. Moreover, bringing TD bank into a Claim because it allowed a $10 deposit into a bank account will only further hamper the progress of this action.

[29] The Third Party Defendants ask me to strike the Third Party Claim without leave to amend. I am reluctant to do so. It may be that some of the bald allegations have merit as claims. To the extent that the Third Party Claim is to be amended, I would strongly urge the Defendants to take a more reasonable, proportionate approach to pleading. They should focus on which third parties truly need to be in the action and which claims truly need to pursued. On the current state of the Third Party Claim the answer to both of those questions is none.

Conclusion and Costs

[30] For the reasons set out above, I strike the Third Party Claim in its entirety with leave to amend.

[31] The Plaintiffs seek costs on a substantial indemnity scale in the amount of $33,080.00 or alternatively, on a partial indemnity scale in the amount of $24,810.00. In opposing the request for costs, the defendants raise a variety of forms of alleged misconduct of the plaintiffs. None of those forms of alleged misconduct is before me and none caused the defendants to prepare the improper third party claim. The defendants further argue that the plaintiffs did not ask for particulars. The claim is so inadequately drafted that particulars would not be the answer. Moreover, if particulars had been the answer, the defendants could have provided them in response to the motion. Next, the defendants allege that the costs are somehow being double billed. In support of this they produce a profit and loss statement of the plaintiff 2766264 Ontario Inc. which lists legal costs as an expense. I have no insight into what those expenses are. Suffice it to say that since costs have been awarded in favour of the third parties here, they cannot later be claimed by the plaintiffs.

[32] Finally, the defendants submit the costs are too high. They did not, however, produce their own costs outline before the motion was argued as the rules require but produced their invoice which was issued after the motion and after I had made clear at the end of the motion what the result would be.

[33] Although the plaintiffs' costs may seem high at first blush, the Third Party Claim raised complaints against a broad variety of Defendants which gave rise to different legal issues. In addition, Mr. Gevorkian filed an affidavit on the motion which required cross-examination and further complicated matters. In my view, costs on a partial indemnity scale in the amount of $24,810 as requested reflect a fair award for the work done and results achieved.

Date: October 8, 2025

Koehnen J.