CITATION: Kuang v. Young, 2026 ONSC 2091

COURT FILE NO.: FS-22-00029253-0000

DATE: 20260428

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

Hugh Kuang a.k.a. Herman Kuang a.k.a. Xiao Hui Kuang

Applicant

– and –

Diana Young

Respondent

Shaun Laubman, Irina Samborski, Angela Lee, Harold Niman, Chris Mamo, Karen S.K. Law, for the Applicant

Brian Ludmer, for the Respondent, Diana Young

Diana Young Professional Corporation and 2305969 Ontario Inc.

Diana Young, for the Respondents, DYPC and 2305969 Ontario Inc.

Respondents

Yun Han Wang a.k.a. Theodore Wong

Respondent

Xiang Qin Yang a.k.a. Shawn Yeung

Respondent

Hong Feng Wang a.k.a. Gracie Wall a.k.a. Gracia Wale a.k.a. Gracia Wall

Respondent

2174112 Ontario Inc., 2394049 Ontario Inc.,

2691181 Ontario Inc., 2435982 Ontario Inc., 2690712 Ontario Inc.

Respondents and other unlisted corporate Respondents

Albert Gelman Inc., Receiver for 2174112 Ontario Inc., 2394049 Ontario Inc., 2435982 Ontario Inc., 2690712 Ontario Inc., and 2691181 Ontario Inc.

Receiver

David Milosevic, Joella Miller, Andrew Jia, Jason Huang-Kung, Arsalan Wancho, Ovais A. Khan for the other Respondents

Sean N. Zeitz, for the Receiver (not participating in the trial)

HEARD: October 27, 2025 – November 28, 2025 with oral argument on February 12, 2026

C. STEVENSON j.

Introduction

[1] The applicant husband (Hugh Kuang, “Hugh”, also known as Xiao Hui Kuang) and the respondent wife (Diana Young, “Diana”, also known as Hong Ying Wang) married on August 26, 2005. They separated on March 13, 2021. In the course of their marriage they built a small corporate empire based on commercial and residential real estate in the greater Toronto area. They have been fighting over it since separation.

[2] The issues in this trial are:

a. the beneficial ownership of five “subject corporations” (listed below) which comprise that corporate empire; and

b. whether a marriage contract, dated July 31, 2007, should be set aside.

[3] A subsequent trial will determine the remaining issues which include equalization, spousal support, child support (they have three children) and parenting time.

[4] First names of the main participants were used at trial due to various family members having the same or similar last names. The first names will also be used in these reasons. Many numbered companies were used by the parties in the course of their empire building. These were usually referred to at trial by the first three or last three digits in their names. The three-digit identifier used at trial will sometimes be put in bold print for ease of reference.

[5] On the first issue, Hugh claims beneficial ownership of 100% of four numbered companies, namely, 2174112 Ontario Inc, 2394049 Ontario Inc., 2690712 Ontario Inc., and 2691181 Ontario Inc. He says the fifth subject corporation, 2435982 Ontario Inc. is owned equally by Diana and himself. Collectively, these Respondents are referred to as the “subject corporations”.

[6] Nineteen other corporations were listed as Respondents. They did not deliver an Answer. Hugh’s claim that he owns them is therefore uncontested. Seventeen of them have been dissolved. Hugh still wants to be declared their owner; in case he chooses to try to revive them later. The two active ones are 2717939 Ontario Inc. and Fame Weekly Inc. Hugh led uncontradicted evidence that he owns the two active companies.

[7] To avoid any doubt, the seventeen dissolved companies are: (1) 2229780 Ontario Inc. (2) EverHome Realty Inc. (3) Ever Young Realty Inc. (4) 2433591 Ontario Inc. (5) 1400553 Ontario Inc. (6) AM Learning Inc. (7) Evergo Networking Inc. (8) 2224292 Ontario Inc. (9) 2361924 Ontario Inc. (10) 2369435 Ontario Inc. (11) 2456919 Ontario Inc. (12) 2516633 Ontario Inc. (13) 2587888 Ontario Inc. (14) 2627059 Ontario Inc. (15) 2627104 Ontario Inc. (16) 2690714 Ontario Inc. (17) 2698760 Ontario Inc.

[8] Diana says Hugh has no interest in any of the five subject corporations, all of which, she says, are beneficially owned by her 84-year-old mother, the respondent Xiangqin Yang, commonly known as Shawn Yeung.

[9] Diana says that the money used to build the corporate empire came from Shawn Yeung and to a limited extent from her father, the respondent Yun Hang Wang, commonly known as Theodore Wang. (Theodore Wang was registered with his wife as co-owner of three of the properties she says were sold to help fund the ACC purchase described below. His name was also on a bank account from which funds were paid for the same purpose).

[10] Diana and her mother are 100% aligned in interest. Her mother claims a declaration that she is the beneficial owner of the shares in the subject corporations. Diana acknowledges that where she is named as the owner of shares in the subject corporations, she holds them in trust for her mother.

[11] Diana does not suggest her father owns any interest in any of the subject corporations. He has not advanced any claim.

[12] In the alternative, Diana says she owns the shares in the subject corporations personally, if this court finds her mother does not own them.

[13] Diana’s position concerning Hugh’s claim is that, although he may have made an important contribution to growing the empire, Hugh was just hired help who was well paid for his work, but owns no equity interest.

[14] Diana also suggested that Hugh built independent, undisclosed businesses, and substantial wealth on his own account. To avoid an unnecessary distraction, I will note at the outset that no evidence was presented at this trial to suggest that Hugh owns undisclosed businesses or wealth, other than Diana’s unsubstantiated assertions.

[15] On the second issue, Hugh claims that the marriage contract dated July 31, 2007 should be set aside. If Hugh prevails on that issue, and if he owns the shares, he will have to share the increase in value of his shares in the course of the marriage by way of equalization. Ironically, if he loses that issue, i.e., the marriage contract is valid, he will keep 100% of the increase in value of any shares he owns, depending on the proper interpretation of the relevant terms in the marriage contract.

[16] Diana claims that the marriage contract is valid. Equally ironically, she claims to have a relatively small net family property value which would be protected by a valid contract. That is because, so she says, the subject corporations are not owned by her but by her mother, Shawn Yeung.

[17] For the reasons that follow I find that Hugh owns the five subject corporations (except that the fifth one is owned in equal parts with Diana). I also find that the marriage contract should be set aside.

[18] I will set out below some salient biographical details of the main players in this corporate drama. Then I will describe the general nature of the five subject corporations and the main transactions by which they accumulated their assets. This will be followed by an analysis of why Hugh legally and beneficially owns the shares of the subject corporations (other than the fifth one which is owned equally with Diana). Finally, I will address the marriage contract and why it should be set aside.

The Main Players

Hugh

[19] Hugh is the Applicant. Hugh is qualified as a Chartered Accountant, a real estate agent and broker. Hugh worked as a real estate consultant in the early 2000s with a third-party real estate investment group, Graywood Developments. By 2006, when he started working on the real estate ventures in issue, Hugh already had considerable experience with buying, leasing and financing commercial real estate.

[20] Diana is the primary Respondent. Diana qualified as a lawyer in Ontario in 2003. Before that she worked for a real estate brokerage. Diana is a licensed real estate agent and condominium manager.

[21] Since 2003 Diana has practiced real estate law, corporate law and family law. She does not practice litigation, although she represented her companies, the respondents Diana Young Professional Corporation (DYPC) and a management company, 2305969 Ontario Inc., in this trial. Diana was represented at trial by counsel in her personal capacity.

Shawn Yeung

[22] Diana’s 84-year-old mother, the respondent Xiangqin Yang, was referred to at trial as Shawn Yeung. Shawn Yeung does not know or could not remember many of the important details about the subject corporations which she claims to own. Her memory at trial nonetheless had improved significantly from when she had been questioned some years before the trial.

[23] Shawn Yeung and her husband Theodore Yang immigrated to Canada in 1995, joining their daughter Diana who had immigrated in 1991. Shawn Yeung’s Landing Record in Canada dated September 28, 1995 stated that she had no money in her possession and she was a homemaker.

Theodore Wang

[24] Diana’s father, the respondent Yun Han Wang, is commonly known as Theodore Wang. He is 89 years old. Although he testified, Theodore Wang had no knowledge whatsoever of any of the issues, although he confirmed that he and his wife, Shawn Yeung immigrated to Canada in 1995 without selling any assets they had in China. In China, he had been an agricultural technician and his wife had sold clothes. He agreed that his wife had looked after the family’s finances in China. He said that Diana and another daughter, Gracia, looked after their finances in Canada.

Diana’s Siblings

[25] Diana and her mother say the corporate assets were accumulated by and for her mother, and indirectly for the benefit of her family, i.e., her husband, Theodore Wang, Diana, Diana’s older sister, the respondent Hong Rui Wang (Susan Wang) and Diana’s younger sister, Hong Feng Wang (Gracia or Grace Wall). Gracia testified about her role in some of the subject corporations, having worked for her sister, Diana, at all material times since immigrating to Canada. Their other sister, Susan Wang, never worked for Diana and did not testify.

Background to the Five Subject Corporations

[26] The first issue is who owns the subject corporations. The origin and general purpose of each of the five subject corporations, will be described below.

2174112 Ontario Inc.

[27] 2174112 Ontario Inc. is the principal company in dispute because it owns the most valuable assets and funded the other subject corporations. If 2174112 had not been successful, the other subject corporations would not be what they are today. As counsel for the respondents put it, 217 was the source of funds from which the other subject corporations grew. (217 sometimes used the trade names Ever Young Asset Management and Ever Young Asset Management Group of Companies).

[28] In August 2008, 217 purchased approximately 60% of the commercial condominium units in Metropolitan Toronto Condominium Corporation No. 1067 (MTCC 1067), thereby obtaining effective control of the Agincourt Commercial Centre (ACC). The ACC comprises two office buildings at 4002 Sheppard Av. East and 2347 Kennedy Road.

[29] 217 was incorporated by Diana on May 27, 2008. It is uncontested that Hugh was the sole shareholder at that time and that he was still the sole shareholder a few months later when 217 completed the ACC purchase in August 2008. It is significant that Hugh was also the sole shareholder of 217 each time it refinanced its secured debt with CIBC in 2010, 2014, 2017 and 2018. As will be discussed below, Diana says that Hugh transferred 217’s shares to her between each of these financing transactions. Hugh denies this happened.

[30] 217’s purchase of the ACC units in 2008 did not include the adjacent parkade (392 parking units and related lands) at 2349 Kennedy Road which services the ACC. The ACC parkade was owned and controlled by third parties until 2014 when it was purchased by the next subject corporation, 2394049 Ontario Inc., as part of Hugh and Diana’s empire expansion.

2394049 Ontario Inc.

[31] 2394049 was incorporated by Diana on October 31, 2013. Diana’s records suggest the shares of 239 are in Shawn Yeung’s name.

[32] 239 purchased the ACC parkade in January 2014. 239 transferred the ACC parkade to the next subject corporation, 2690712 Ontario Inc. in 2019. The ACC parkade, including related land, was transferred at Diana’s behest, without Hugh’s agreement, to another subject corporation, 2691181 Ontario Inc. on February 2, 2022, after the date of separation.

[33] In addition to owning the ACC parkade for a period of time, 239 from about 2017 to 2019 operated a private mortgage lending business. That business had been started in 2009 under the name Parker Lee (a name which was an alias for both Hugh and his own mother at different times). This business later used the trade name, Goodman Green Solutions. The bulk of this mortgage lending business was assumed by 269 in 2019.

2690712 Ontario Inc.

[34] 2690712 was incorporated by Diana on April 10, 2019. 269 took over 239’s private mortgage lending business and assumed the trade name Goodman Green Solutions in 2019. Diana’s records suggest the shares of 269 are in Shawn Yeung’s name. At trial Diana maintained that her mother owned the shares. Her mother said, however, that she had no interest in a private lending business. After the date of separation, around 2024, Diana moved most, if not all of 269’s private mortgages and funds into other corporations and to herself personally.

2691181 Ontario Inc.

[35] 2691181 Ontario Inc. is not to be confused with the last subject corporation 2690712. 181 was incorporated by Diana on April 12, 2019. Diana’s records suggest the shares of 181 are in Shawn Yeung’s name. In 2020, prior to the date of separation, 181 applied for extra development density for the ACC parkade’s surplus lands which were then owned by 239. 181 became inactive after that extra density was obtained. However, after the date of separation Diana caused the (newly unencumbered) ACC parkade to be transferred from 239 to 181.

2435982 Ontario Inc.

[36] Hugh’s claim against 2435982 is different from his claim against the first four subject corporations in that he only claims a 50% interest.

[37] 982 was incorporated by Diana on September 30, 2014. Diana’s records suggest that 982’s shares are in Shawn Yeung’s name.

[38] 982 purchased the Silverland Centre on October 2, 2014. Silverland is sometimes referred to as the Midland property because it is located at 3320-3330 Midland Ave. The transaction was convoluted. Both Hugh and Diana agree that 982 was able to acquire the Silverland Centre (Midland) in 2014 under a power of sale exercised by 2433591 Ontario Inc. (591 is not a subject corporation, but was part of the corporate empire).

[39] Diana said her father, Theodore Yang, owned 591, although Theodore did not testify to having been involved in the transaction.

[40] Shawn Yeung testified at one point that her daughter Gracia had an ownership interest in the Silverland Centre. Shawn Yeung also said the Silverland centre was purchased using her money.

[41] Hugh says he directed Diana to incorporate 591 to acquire the mortgage on the Silverland Centre with a view to using it to acquire the property. Hugh says he conceived this transaction and it was funded by 217 and 239 (which later contributed to repaying 591). He also says that litigation resulting from the transaction was settled using funds from 217 and another of the subject corporations. Hugh says he managed the Silverland Centre and that he directed that litigation.

[42] Hugh and Diana later transferred to 982 title to miscellaneous condominium units (16 or 17 condominium units at Financial Professional Centre (FPC) plus another two at Dixie Park). It was this asset infusion that prompted Hugh to only claim a 50% interest in 982.

The other corporate Respondents did not deliver an Answer to Hugh’s Application

[43] A number of other corporations, such as 591, were part of this corporate empire from time to time. Many were added as Respondents to this Application. Most have been dissolved. Hugh says he is entitled to declarations of ownership in respect to them. He says he may at some point seek to revive one or more of them. Two of the other corporate respondents are mentioned below because they form part of the narrative of the building of the empire.

[44] Ownership of the corporate respondents other than the five subject corporations is not in dispute by virtue of no-one having defended Hugh’s claim to own them.

[45] The ownership of Diana’s law firm, DYPC and her management company 2305969 Ontario Inc. are not in serious dispute, although Hugh’s written brief maintained his claim to own 230. Hugh’s issue with 230 can more accurately be described as a claim that Diana improperly diverted corporate assets into 230 after the date of separation and he is entitled to a remedy to undo or compensate for those transactions.

1400553 Ontario Ltd.

[46] 1400553 was incorporated by Diana on February 8, 2000. It is not one of the five subject corporations. It is, however, part of the narrative. On October 2, 2006 it purchased unit 310 at 4168 Finch Ave. 140 mortgaged unit 310 around July 30, 2008 and the proceeds ($205,222) were advanced to 217 and used in the purchase of the ACC units. Both Hugh and Diana claimed credit for these funds having been advanced on behalf of 217, based on the fact that each of them say they owned 140 at that time.

[47] Hugh became an officer and director of 140 on January 1, 2006, before the October 2, 2006 purchase of unit 310. Hugh says he took over ownership of this company from Diana so he could use it as his vehicle for the purchase. Hugh admitted, however, that Diana still owned 140 when unit 310 was purchased. 140 has been inactive since July 11, 2016.

Ever Young Realty Inc. (“EYRI”)

[48] EYRI had been used for property management prior to 2008. It too is not a subject corporation. It had been Diana’s company until May 27, 2008, when 217 was incorporated. Hugh used EYRI to manage the ACC units on behalf of 217. In May 2021, after separation, Diana transferred the property management work to 2305969 Ontario Inc., a company under her sole control but which at that time was an inactive real estate brokerage that had not received any kind of income for over five years. EYRI was dissolved in April 2021. 230 has earned millions in dollars from the subject corporations running the property management business since separation.

The Main Transactions

Hugh’s attempt to buy the ACC in 2006

[49] Hugh and Diana married on August 26, 2005. Their nuptials quickly begat corporate activity.

[50] In late 2006 Hugh, with Diana’s advice and unbridled support, initiated discussions to buy 91 of the condominium units in the Agincourt Commercial Centre (“ACC”). That was close to 60% of the units and constituted a controlling interest in the commercial condominium corporation, MTCC 1067. The vendor was usually referred to as a family, namely, the Chungs.

[51] Hugh was the principal negotiator with the Chungs, and also with DUCA credit union (“DUCA”) which was anticipated to be the lender which would finance the purchase.

[52] Diana acted both as Hugh’s real estate agent and as his lawyer. Diana drafted an offer to the Chungs dated November 22, 2006. The offer identified Hugh as purchaser in trust for a company to be incorporated.

[53] I find that, although they did not have a written agreement, Hugh and Diana from the outset decided to allow Hugh to use all their collective assets, i.e., including those registered in her name or her or his parents’ names, not only to support Hugh’s guarantee but also as a source of the funds they would have to inject into the purchase on account of the equity component.

[54] DUCA’s expression of interest contemplated a personal guarantee from Hugh.

[55] Hugh prepared a “guarantor statement of net worth” for DUCA which listed residential and commercial properties which were said to be part of Hugh’s net worth. Hugh said he had an “equity position” in the listed properties. He also said he “manages family wealth accumulated over 3 generations, cash flow $30,000/annum.” The properties he listed (which were not in his name) were:

-4168 Finch Ave East (units 301, 303, 317, 310), 3000 Midland Ave (unit 26) and 4763 Jane St. -all were said to be held in trust for Hugh and managed by Hugh;

-89 Reidmount Ave and 665 Kennedy Road (unit 331) -both were said to be owned by Hugh;

-103 Wye Valley-said to be subject to a power of attorney signed over to Hugh and managed by Hugh.

[56] Hugh also said he was “project co-manager” at two retirement projects, one in Bolton and the other at Southhill Meadows. Section 3 of his statement referred to Hugh owning 5% of these retirement residences. (Hugh’s evidence at trial was that these projects were contemplated but did not materialize).

[57] Hugh’s net worth statement listed $600,000 cash invested with Berkshire Securities. It also referred to other “cash flow,” mostly from Hugh’s consulting work with Graywood, where he was still working in 2006.

[58] Diana’s mother’s name did not appear in any of the correspondence or offers, and she was not involved in any way in this negotiation. Her existence was not disclosed to either the Chungs or DUCA.

[59] None of the listed properties or accounts were in Hugh’s name and many were in Diana’s mother’s name. Diana was aware of Hugh’s representations as to his net worth and specifically his claims to own or control these properties and accounts. Diana did not object. To the contrary, Diana was quite content to support him in getting the loan and purchasing the units.

[60] Negotiations with the Chungs concluded unsuccessfully at the end of December 2006. Hugh’s offer to buy the ACC units from the Chungs was not accepted.

The Marriage Contract dated July 31, 2007

[61] As noted, Hugh and Diana had been married on August 26, 2005. On July 25, 2007 they signed a marriage contract dated July 31, 2007. Diana drafted the marriage contract. Diana says the contract should be enforced. Hugh says it should be set aside.

[62] Hugh received independent legal advice (“ILA”) from a lawyer, Derek Sorrenti. Hugh argues that the ILA was inadequate, the financial disclosure was inadequate, and the marriage contract should be set aside. Hugh raised no issues about the marriage contract until he commenced his Application. Hugh says that within a couple of years after signing the contract in July 2007 he had forgotten about this contract, until he came across it in his files after the date of separation.

[63] Although Hugh suggested he received only minimal legal advice from Mr. Sorrenti he agrees that he understood that the contract’s general premise was “what was mine, would be mine” and “what was Diana’s, would be Diana’s.”

[64] Mr. Sorrenti confirmed having provided ILA to Hugh. Mr. Sorrenti’s oath in the ILA certificate stated that Hugh was fully aware of the nature and effect of the contract.

[65] Although Hugh initially suggested that Mr. Sorrenti was introduced to him by Diana, that is not the case. Mr. Sorrenti and Hugh knew each other independently of Diana.

[66] Mr. Sorrenti had been called to the Bar in 1999 although his first few years of practice were in accounting at Deloitte & Touche. He surmised that he and Hugh heard of each other through mutual contacts at Deloitte & Touche, given that Hugh had worked there early in his career. Mr. Sorrenti first met Hugh in 2005 although he did no legal work for him until he gave the ILA in dispute. Mr. Sorrenti acknowledged that he had dealt with Diana professionally prior to giving ILA to Hugh, but he had no other dealings with her.

[67] Mr. Sorrenti primarily practised real estate and corporate law in 2007 when he gave ILA to Hugh. Mr. Sorrenti no longer has his file, but he testified that Hugh contacted him by phone and asked him for ILA on Diana’s draft marriage contract. Hugh sent it to Mr. Sorrenti before they met. Mr. Sorrenti made some minor typographical and syntax changes but agrees he made no substantive changes. He then met Hugh to review the contract.

[68] Mr. Sorrenti agrees no financial information was shown to him at that meeting. He says Hugh told him not to worry about financial disclosure because Hugh had dealt with that “separately”. He said that Hugh told him “he knew what he needed to know”. Mr. Sorrenti says Hugh told him he was in commercial real estate investing and was a “flipper”.

[69] Mr. Sorrenti says he advised Hugh about the contract for about 20-30 minutes. Later in his testimony he suggested it had been as long as 45 minutes. The latter comment appeared to have been an afterthought, and I find the meeting and discussion was probably more in the order of 20 minutes.

[70] Hugh told Mr. Sorrenti he was satisfied with the contract and signed it.

The Express Terms of the Marriage Contract

[71] The recitals say that Hugh and Diana were financially independent of each other in July 2007.

[72] Another recital provides that “both parties intend to develop business related to real estate in the future” although it did not say what this meant. This recital is arguably inconsistent with an earlier recital which says that Hugh was to have a “separate career” as a “real estate venturer” while Diana’s separate career was to be as a “lawyer”. Hugh says this recital was added by Diana in the course of their limited negotiations.

[73] It is worth remembering the context here. Hugh and Diana had tried to purchase the ACC in 2006, shortly before this contract was drafted by Diana. The ACC purchase later came to fruition in August 2008. It is not clear if the recitals contemplated the ACC purchase as part of Hugh’s separate career as a real estate venturer or as a joint business related to real estate. The drafting is ambiguous. The contract does not say the recitals are incorporated as terms of the marriage contract.

[74] There are twenty express terms in the marriage contract. The material terms are as follows:

• Para. 2 is entitled “financial disclosure”. Each party affirmed they had received full and complete financial disclosure. (No details of the financial disclosure were included).

• Para. 4 is entitled “separate as to property.” This paragraph says that “the property now held in the name of either party will forever be clear of any claim by the other” and “all property acquired in the future in name of either party will belong exclusively to the one in whose name the property is held free of any claim by the other.” (It does not say what happens if there is a subsequent transfer from one to the other, although implicitly it would now belong exclusively to the transferee).

• Para. 6 deals with “ownership of property.” It says that if there is a dispute as to the ownership of any property, title is to be conclusive proof of the titleholder’s separate and exclusive ownership. (The registration of title in the name of third parties is not mentioned, nor does it distinguish between real and personal property).

• Para. 20 refers to “Independent Legal Advice” (“ILA”). Each acknowledged that they had received full and complete financial disclosure, had received ILA and were satisfied that the provisions of the contract were “fair and equitable”.

The ACC purchase was completed on August 1, 2008

[75] In the summer of 2007, having recently signed the marriage contract, and presumably with it freshly in mind, Hugh and Diana resumed their attempts to buy control of the ACC from the Chungs.

[76] Hugh prepared a “property profile and acquisition plan” in April 2008. The plan said legal advice would be provided by Diana.

[77] This time Hugh sought mortgage financing from Meridian Credit Union (Meridian) rather than DUCA.

[78] In his plan Hugh repeated much of the information from his earlier net worth statement and added that Hugh “manages the family fortune of 3 generations worth of real estate investment…executed exit from the residential rental market-16 residential properties at peak…actively seeking commercial properties to acquire or develop”.

[79] An additional property was noted in the revised net worth statement, namely, 188 Bonis (unit 803) which was said to be leased on a three-year lease to a “US Ex-pat executive”. 803 was registered in Hugh’s name in October 2007.

[80] Hugh’s available cash was now said to be $728,000 plus $110,000 plus a mortgage portfolio of $205,000.

[81] Diana again was aware of Hugh’s representations as to his net worth and allowed him to include all the listed properties and accounts as part of his net worth, even though many were registered in her name or her mother’s name.

[82] I find that Hugh and Diana continued to agree that Hugh could use all their collective assets, including those registered in her name or in her or his parents’ names, not only to support Hugh’s guarantee but also as the source of the funds to be injected as the equity component on the ACC purchase.

[83] Diana again acted throughout as Hugh’s lawyer and his real estate agent. Diana prepared a new offer to buy the ACC units with a purchase price of $12,000,000.00 on a standard commercial Toronto Real Estate Board form showing the buyer to be “Xiangqin Yang for a company to be incorporated”. Xiangqin Yang is Diana’s mother, Shawn Yeung. The offer was signed on May 14, 2008 “for a company to be incorporated”.

[84] Diana says it is her mother’s signature on the offer. She says her mother signed the offer because she was the true purchaser.

[85] Hugh says the signature is obviously not that of Diana’s mother, who elsewhere used a much longer signature in three parts using Chinese symbols. He says that it was Diana who signed the offer using an abbreviated form of her mother’s signature.

[86] This debate is meaningless because Hugh concedes he knew that his mother-in-law’s name was to be used. He says this was to divert the vendor’s attention from Hugh’s involvement and reduce the tension between him and the Chungs which had arisen in the earlier negotiations.

[87] Hugh said that he had suggested using his own mother as the nominee purchaser, but Diana recommended using her mother’s name because her name would further distance Hugh from the purchase than if he used his mother’s name.

[88] How that was supposed to help was not satisfactorily explained, as it would have been obvious to the Chungs that they were still negotiating with a purchaser apparently controlled by Hugh.

[89] Nor does Diana’s explanation for her mother’s involvement make any sense. Apart from the fact that her mother knew nothing about the deal and contributed nothing directly to it, there is no reason for a “true owner” to sign in trust for a future corporation which would be assuming liability soon after the signing of the offer. It would only expose the “true owner” to liability risk pending the purchaser’s incorporation and assumption of the contract.

[90] The most likely explanation for Diana’s mother’s name being inserted in the offer was an attempt to insulate both Hugh and Diana from potential liability to the Chungs by inserting a straw purchaser, i.e., a purchaser with no assets who would not likely be pursued successfully in future litigation, if any arose.

[91] At this time Shawn Yeung had just filed her tax returns for 2004-07 showing minimal taxable income (less than $10,000 per year). She and her husband, the respondent Theodore, in late 2008 received Guaranteed Income Supplement because of their poor financial circumstances. Furthermore, she and her husband were living rent free with Hugh and Diana in 2008 and later lived in Toronto Community Housing for several years. Shawn Yeung was the proverbial straw purchaser.

[92] While her name was used, Diana’s mother was not involved in any of the negotiations with respect to the purchase or the financing. She did not provide her guarantee. I find that this was because she was not involved other than as a nominee. The deal was driven by Hugh, with Diana as his willing and able accomplice. It was Hugh who dealt with Meridian, the mortgage broker, the vendor and the commercial real estate firm, CBRE.

217’s Purchase of the ACC Units.

[93] This time the offer resulted in a binding agreement of purchase and sale dated May 21, 2008.

[94] 217 was used to take title and the transaction closed on August 1, 2008.

[95] 217 had been incorporated in May 2018 by Diana acting as Hugh’s lawyer. Diana ensured that Hugh was the sole shareholder of 217.

[96] 217 advanced $1,359,612.20 of the equity component of approximately $2,000,000. Diana’s statement of receipts and disbursements shows the $1,359,612.20 came from various sources controlled by Hugh and Diana. The balance of the equity included $40,000 from Hugh, $53,000 cash from Diana, $120,000 from Diana (General Account) and $426,231 from “Money Market”. In another section below, I will discuss further the source of some of these funds.

[97] Shawn Yeung maintained at trial, with Diana completely supporting her, that she advanced most of the equity. I do not accept that was true. Shawn Yeung and Theodore Yang had immigrated from China in 1995 with zero money and there was no evidence they made any significant money in Canada. They were, according to their own immigration, tax and Guaranteed Income Supplement filings, essentially destitute. Diana’s parents were not the source of funds for the 217 purchase.

[98] To the extent any assets used as a source of funds were nominally registered in one of Diana’s parents’ names, that was orchestrated by Diana to distract attention from the true owner of those assets. Her parents were mere nominees. The funds which were said to come from her mother were advanced by or on behalf of Diana.

Meridian financed 217’s purchase.

[99] The bulk of the purchase price, approximately $7,800,000 was lent to 217 by Meridian which took the usual forms of security, including a first mortgage and Hugh’s personal guarantee. The Chungs took back a second mortgage for $1,695,000, also guaranteed by Hugh.

[100] Prior to closing, as a prerequisite to Meridian advancing its mortgage funding, Meridian was provided a Certificate of Incumbency prepared by Diana and signed by Hugh on July 17, 2008. This stated that Hugh owned 100% of the shares of 217 and was the sole director and officer.

What had Hugh and Diana discussed beforehand about share ownership?

[101] Hugh testified that prior to the ACC acquisition he and Diana discussed Diana also being an owner alongside Hugh. He anticipated her being equal owner or “some sort of co-ownership.”

[102] Hugh said that prior to completing the transaction Diana decided she did not want to be an owner because she did not want to take on liability for the large debt arising from the purchase. Hugh testified that Diana instead decided that whatever monies she advanced would be a loan to 217. Hugh promised Diana he would ensure 217 repaid monies borrowed from her, plus interest at 6% per annum.

[103] There is no written agreement between Hugh and Diana as to the terms of this debt or how 217, or any of the other subject corporations, would be owned or controlled, except the marriage contract dated July 31, 2007, if it applies. There is no promissory note and no security documents, either from 217 or from Hugh with respect to such a loan.

[104] Diana testified that Hugh agreed at the outset he would only have an equity interest in 217 proportionate to his financial contribution. She says that ultimately Hugh put no money in, and therefore he got no equity interest. She says that her mother put all the money in and therefore her mother owns 100% of 217, although that position was severely compromised by Diana’s concession at the time and at trial that Hugh owned 100% of the shares at the time the purchase was completed and each time 217’s lender refinanced.

[105] Contrary to Diana’s assertion that Hugh did not put any money in, I find that Hugh did put money into 217’s purchase of the ACC units. Diana’s own statement of disbursements on the closing says so (even if that only refers to $40,000).

[106] Diana’s statement of disbursements did not say that Shawn Yeung or her husband Theodore put any money into the purchase. It does show Diana put money into the transaction. Notwithstanding the lack of formal loan documents, I find that Diana advanced these monies as a loan to 217.

[107] Diana’s father and mother delivered a fresh pleading in 2023. This was signed by Diana on their behalf and on behalf of the subject corporations as respondents. In that Answer those respondents admitted that the small portion of the equity Diana contributed towards the ACC purchase price was a loan.

[108] This is consistent with the fact that after closing, Diana kept track of repayments of her loan in a document she entitled “Private Loan From Diana to 217…”. This document shows Diana’s loan increasing after closing, although it refers to interest at 8.5%. It shows that 217 owed Diana $250,000 on August 19, 2008. Diana then appears to make other advances to 217 which totalled $1,150,000 by November 1, 2009.

[109] Hugh says 217 repaid Diana $1,200,000 in October 2012 from the proceeds of sale of 14 Nelson St. West, Brampton. While this repayment was the subject of much debate at trial, I do not need to explore the details. It is incontrovertible that Diana advanced monies to 217 as a loan and she is not suing to have any loan repaid. How and when she was repaid is not a necessary finding in this trial.

[110] The conclusion I draw is that Diana and Hugh agreed, in advance of the ACC purchase, to pool all available resources without regard to whose name was on any particular title or bank account to ensure 217 had sufficient funds on closing. Diana kept track of how much she advanced, including funds attributable to properties or bank accounts nominally in her mother’s or father’s names, and treated this as a loan to be repaid by 217 to her. Concurrently, she prepared documents showing Hugh was the sole shareholder in 217.

[111] A loan, repaid or not, cannot generally be the basis for her mother’s claim to own shares in 217 (or the other subject corporations) nor for Diana’s alternative claim that she owns shares in any of the subject corporations.

[112] Although this conclusion means that a detailed analysis of the sources of all the funds is unnecessary, I will mention some of them to further illustrate the strength of this conclusion.

Both Hugh and Diana lied about 217’s Source of Funds

[113] Hugh and Diana’s testimony as to the source of funds used by 217 is but one of many examples at this trial of the fact that neither of them could be relied on to tell the truth.

[114] Diana’s evidence that her mother put in all the money is incredible and untrue.

[115] Hugh’s original position was that he contributed $1,100,000 towards 217’s purchase of the ACC. This too was untrue.

[116] Hugh admitted that he had been incorrect in pre-trial evidence when he suggested he put up all of ACC’s $1,300,000 deposit, as well as other funds. Hugh had originally suggested he had been able to advance that much money because of the very high income he had earned consulting for the developer and investor group, the Graywood Development group of companies (“Graywood”), in the period prior to 217’s purchase of the ACC. Hugh worked for Graywood from 2004 to 2008.

[117] When Hugh was challenged on this evidence, he admitted he had not been a partner in Graywood, even though he stated otherwise previously. He also admitted that his Graywood earnings in the period 2004-2008 had been much less than he had asserted prior to trial.

[118] Hugh’s tax returns for the period prior to 2008 show he reported minimal taxable income. His return for 2004 reported income of $70,956; for 2005, $34,898; for 2006, $30,489, for 2007, $16,270; and $10,060 for 2008. Hugh had suggested at one point before trial that he had earned no less than $242,000 in 2006, and as much as $813,000 in 2008. He agreed at trial these numbers were inaccurate.

[119] It was clear that Hugh lied about his earnings at Graywood to suggest he had sufficient funds to invest all the equity in 217. He tried to explain this was a mistake on his part caused by the fact that Diana, until just before trial, had improperly withheld the documents he needed to accurately calculate his prior income.

[120] This was a disingenuous explanation, even if Diana did improperly withhold documents. Hugh must have known approximately what he earned or could have figured that out by reference to other sources, such as his accountant, the Canada Revenue Agency (CRA), Graywood or others.

[121] It is clear that Hugh’s Graywood income prior to August 2008 was insufficient to fund any significant part of the monies 217 needed to close its purchase of the ACC units, or to support Hugh’s covenant as guarantor of the mortgage given in the transaction.

[122] However, the fact that Hugh lied about his source of funds does not help Diana prove the money all came from her mother. I accept that Hugh had other sources of funding and that he put some money into the purchase. This will be discussed further below.

[123] Hugh prepared an organizational chart dated July 18, 2008 in anticipation of closing the 217 purchase. This outlined his anticipated source of funds. It referred to many of the same properties listed in the net worth statement he had prepared in 2006 for the original, unsuccessful offer.

[124] This 2008 chart refers at the top to cash and “other liquidities” coming from three properties, “803, 3000 and 4763”. This was a reference to 188 Bonis, unit 803; 3000 Midland Ave., unit 26; and 4763 Jane St.

[125] Title to 3000 and 4763 had been in Diana’s name since 2003 and 2002 respectively. Title to 803 was put in Hugh’s name when it had been purchased in October 2007.

[126] The chart did not mention some other properties he had included in his 2006 net worth statement: 4168 Finch Ave East (units 301, 303, 317, 310), all had been said to be held in trust for Hugh and managed by Hugh; 89 Reidmount Ave and 665 Kennedy Road (unit 331) -both had been said to be owned by Hugh; 103 Wye Valley, said to have been subject to a power of attorney signed over to Hugh and managed by Hugh. These deletions were not explained.

[127] One line on the chart suggests the funds to be used on the purchase would be a shareholder loan bearing interest at 6%, repayable “from profit”. That was contemplated to be a loan owed by “174112 Ontario Inc. (Ever Young Asset Management Inc.)” which would have owned the ACC in this scenario. (217 later took title, not Ever Young Asset Management Inc.).

[128] An earlier handwritten version of this organizational chart referred to “ONT Ltd” as the company which would own the ACC. ONT Ltd. would have been owned by Diana in the scenario contemplated at that time.

[129] This background is consistent with my finding that Hugh and Diana pooled their resources to ensure the purchase could be completed. They jointly compiled a list of whatever properties they could use to satisfy the lender, without regard to who was on title.

[130] This background is also consistent with continuing discussions between Hugh and Diana about who would own the shares in the company which would ultimately take title to the ACC units.

[131] Hugh testified that after these charts were prepared, Diana and Hugh agreed that he would be the sole owner of the corporate purchaser. Consistent with this, Meridian was told he was the sole owner of the purchaser, 217. Diana admits Hugh was the sole shareholder of 217 on closing.

217’s Source of Funds (Bank Accounts and Properties which were sold or mortgaged)

Bank Accounts

[132] As noted, Diana’s statement of disbursements on closing of the ACC purchase in August 2008 showed that Hugh advanced $40,000. It also noted that $1,359,612.20 came from various sources connected to Hugh and Diana, and $426,231 from “Money Market.”

[133] A lot of time was spent at trial attempting to trace exactly how much of this money came from either Hugh, Diana or Shawn Yeung. This approach was misguided because it is obvious that both Hugh and Diana advanced some money. The precise amount does not matter because neither side advanced a claim that beneficial ownership should be allocated pro rata according to how much each had advanced.

[134] Each advocated an “all or nothing” approach. Diana’s theory, which I have already rejected as untrue, was that her mother advanced all the money which comprised the equity for 217’s purchase of the ACC units. I have found that none of the money should be attributed to her mother for the purpose of justifying her claim to ownership.

[135] Hugh’s theory was that he owned 100% because the companies originated with him and were funded by him. This was not true either. Although Hugh says he “co-mingled” funds from his Graywood earnings into one or more of these accounts, this was not evident from the monthly statements and I have already concluded he lied about how much money he had earned at Graywood.

[136] For present purposes, however, I need only conclude, which I readily do, that both Hugh and Diana advanced funds to facilitate the closing. Apart from small amounts advanced directly from each of them, some of the monies came from comingled joint accounts or, to take another example, from mortgaging the matrimonial home (which in August 2008 was registered solely in Hugh’s name).

[137] I will consider also the example of a joint account which was a focus of much discussion at trial. Monies were advanced for the ACC closing from TD bank account *7797. The names on this joint account at the closing date, August 1, 2008, were those of Diana and her parents. The names on that account changed from time to time, but I find that Diana controlled the account at all material times. Although Hugh’s name was not on the account, I find that monies attributable partly to him had been deposited into *7797 for the purposes of buying the ACC units.

[138] This can be seen from the contributions paid into *7797 from what were nominally Diana’s accounts at Manulife, Berkshire Securities and TD Mutual Funds. I accept that Hugh established that some of the monies in, for example, the Berkshire Securities account, were his funds i.e., although Diana’s name may have been on those accounts, some of those monies were attributable to Hugh.

[139] Thus, in January 2006 Diana told a representative at Berkshire Securities that $600,000 should be put in a GIC “on behalf of Hugh Kuang…of whom I act as trustee for certain assets belonging to Mr. Kuang.” This is a good example of commingling of Hugh and Diana’s monies. I do not need to trace monies in and out of that account every day up to closing to conclude on the balance of probabilities that some of the Berkshire account monies applied on closing should be attributed to Hugh.

[140] Another example of Hugh and Diana commingling monies which were used for the ACC purchase can be seen from Hugh and Diana’s joint TD bank account *9244, which also included her father, Theodore, as a named account holder in 2006. It appears Diana put her father’s name on the account simply to get reduced bank fees because he was over 60 years old.

[141] This account *9244 shows regular, small transactions, including transfers to and from *7797. Some of these monies can be attributed to both Hugh and Diana. Again, I do not need to trace monies in and out of that account every day up to closing to conclude on the balance of probabilities that some portion of the account balance used on closing is attributable to Hugh.

[142] Hugh also established that he had a President’s Choice Financial account from which $25,000 was paid towards the ACC closing on August 1, 2008.

[143] Yet another example is Hugh’s TD bank account *6483 which he owned jointly with his mother, Li-Zhen Li. $25,000 was transferred from this account on July 9, 2008 and $1,000 on July 31, 2008 into account *9913. The latter account belonged to 217 and these funds appear to have been applied to the ACC closing.

[144] These examples are enough to show the futility of Diana’s claim that all the funds in bank account *7797 must be credited to her mother or, in her late-blooming alternative claim, herself. I do not need to establish exactly how much Hugh put into the ACC purchase on closing. He put in whatever he had available, as did Diana.

[145] Hugh was the source of some of the equity funds used to buy the ACC units. Diana put in more money, but her money was advanced as a loan.

Properties which were sold or mortgaged

[146] I will mention briefly the properties that were sold or mortgaged to fund the ACC purchase. This is only to show the joint efforts required by Hugh and Diana to get this transaction over the finishing line. This was not Shawn Yeung’s deal by any stretch of the imagination.

[147] I have already found that properties registered in Diana’s mother’s name (or the names of both her parents) were owned and controlled by Diana. Diana sold or mortgaged them to fund the 217 purchase, advancing the proceeds as a loan to 217. This was part of the funding package which, in conjunction with monies advanced from the bank accounts, allowed Hugh to complete 217’s purchase of the ACC units.

4168 Finch Av. East, units 301, 303, 317 and 310.

[148] Diana had purchased unit 301 on November 8, 2002. She says the funds came from her mother. I find that the source of those funds does not matter for present purposes, even if it were true that the money came from her mother. Diana may owe her mother money but that is between them. This conclusion also applies to the other units which were bought in similar circumstances. Unit 301, and the other units in this group, were refinanced by Diana to help fund the ACC purchase. A TD charge was registered on July 30, 2008 (discharged in 2013).

[149] Diana purchased unit 303 on September 30, 2003. She says the funds came from her mother. It was refinanced to help fund the ACC purchase. A TD charge was registered on July 30, 2008 (discharged in 2013).

[150] Diana purchased unit 317 on September 30, 2003. She says the funds came from her mother. It was refinanced to help fund the ACC purchase. A TD charge was registered on July 30, 2008 (discharged in 2013).

[151] 14000553 Ontario Ltd. purchased unit 310 on October 2, 2006 (i.e., post marriage). 140 had been incorporated on February 8, 2000. The registered office for 140 was 29 Wheatsheaf and the director was said to be Diana’s father. (Diana complained about another copy of the Articles which she found in her files, and which referred to Hugh as the director, but the provenance of this document was not explained, even though Diana suggested it was a forgery. I do not rely on the other version). Unit 310 was refinanced to help fund the ACC purchase. A TD charge was registered on July 30, 2008 (discharged in 2013).

[152] Hugh’s evidence was that he and Diana owned unit 310 jointly through 140, which had previously been used by Diana to operate a Coffee Time franchise. Hugh says he took over ownership and control of 140 in 2006 for the purchase and rental of unit 310.

[153] I need not make any findings on the registered ownership of 140 but it is not disputed that 140 advanced money to 217 to help fund the ACC purchase. I also find that both Hugh and Diana agreed to use unit 310 to help fund the 217 purchase, irrespective of which of them owned the shares in 140. In any event 140 is not suing for non-repayment of a debt and does not claim equity in 217. 140 has been inactive since 2016.

188 Bonis, unit 3

[154] 188 Bonis, unit 3was the home of Hugh’s parents in 2008. Hugh was registered on title when it was purchased in October 2007.

[155] Hugh says he mortgaged this unit to a conventional lender (MCAP) in June 2008, for approximately $256,000, and those funds were used to complete the ACC purchase.

[156] Diana says that is not true. She says her mother provided the purchase funds for unit 3 on October 30, 2007 for the benefit of Hugh’s parents. She relies on a cheque dated October 30, 2007 for $320,500 from TD account *7797 to Diana Young in trust with a handwritten note saying “pur of 188 Bonis. #803…”

[157] Diana acknowledges Hugh wanted title in his own name, but says her mother was entitled to a mortgage to secure her loan. Diana says this was only registered months later, on January 21, 2008. She could not satisfactorily explain the 3-month delay.

[158] Hugh says the June 2008 MCAP mortgage was a first mortgage on the Bonis unit, and there was no mortgage in favour of Diana’s mother. He says he never saw the later documents purportedly granting Diana’s mother a mortgage.

[159] Diana says that Hugh and his parents had quickly repaid her mother $78,579.99 (which they raised by refinancing their home at 665 Kennedy, unit 331), and the balance owed to her mother was secured by the private mortgage which Diana registered on January 21, 2008.

[160] That mortgage refers to monthly, interest only, payments of $1,008. TD*7797 does show that sum being paid at least once. Diana says the mortgage was repaid to her mother in full on June 4, 2008 using the funds provided by the MCAP mortgage i.e., those funds were not used in August 2008 for the ACC purchase.

[161] Diana, as Hugh’s lawyer, represented to MCAP in June 2008 that there were no other mortgages on title. Diana said this was appropriate even though her mother’s mortgage was registered at that time, because she was going to ensure her mother’s mortgage would be deleted.

[162] Hugh denies that Diana’s parents financed his purchase of 188 Bonis unit 3. He says her parents had no money, as evidenced by them receiving Guaranteed Income Supplement and living in subsidized housing, and their nominal incomes.

[163] It is not necessary to definitively reconstruct the dealings with unit 3 and determine if the proceeds of mortgaging unit 3 were used in the ACC purchase. I do not rely on the Bonis unit transaction as evidence of anything more than Diana controlling the legal paperwork on all the family’s financial dealings, her failure to write proper reporting letters and her hopelessly conflicted dealings with her husband, his parents, her mother and herself.

665 Kennedy, unit 331.

[164] Hugh’s parents Xiao Quan Kuang and Li-Zhen Li, owned and resided in unit 331 in 2008. Hugh says he mortgaged unit 331 and contributed the funds to the ACC purchase.

[165] The parcel register shows that this unit was mortgaged to commercial lender MCAP around October 3, 2007. $78,579.99 from this financing was to be made payable to Hugh. The direction prepared by Diana and signed by Hugh’s parents around October 3, 2007 said, however, that it was used “for the purchase of 188 Bonis. Unit 803.” i.e., not for the ACC purchase. Again, I do not rely on this transaction to establish that Hugh contributed to the ACC purchase. There is already plenty of evidence of other sources of funds which are readily attributable to Hugh.

89 Reidmount Ave., Toronto

[166] This was Hugh’s and Diana’s matrimonial home from its purchase on July 28, 2006, a few months after the date of marriage (August 25, 2005) until the date of separation, March 13, 2021.

[167] Hugh says it was bought using funds from both of them. Diana disputes this. Diana acted on the purchase. Her client ledger says Hugh paid $30,000 while $30,534.59, $340,000 and another $220,000 came from Shawn (Xiangqin Yang). The balance of the purchase price was funded by a CIBC mortgage.

[168] It is undisputed, however, that only Hugh was on title when the home was refinanced on July 30, 2008 to advance $586,000 to 217 for the ACC purchase. I readily find that Hugh and Diana jointly agreed to mortgage the home to raise funds for the ACC purchase.

3000 Midland, unit 26

[169] This is Diana’s townhouse. She still resides there with her parents and sister Gracia. Diana purchased it and took title on May 16, 2003. Some or all of that money was said to be a gift from her mother.

[170] Unit 26 was refinanced to raise funds for the ACC purchase. A TD charge was registered on July 30, 2008 which was discharged on September 23, 2019.

[171] Title to unit 26 was transferred to Diana’s father on September 8, 2020. Diana caused it to be mortgaged on October 29, 2021 after the date of separation.

103 Wye Valley Road, Scarborough

[172] This property had been registered in Diana’s parents’ name since 1996. Diana’s evidence was that her parents purchased this house on November 29, 1996 and sold it on February 26, 2007. The proceeds were deposited into TD*7797 and used in the ACC purchase in 2008.

[173] Hugh says this house was really owned by Diana, rather than by her parents. I have already found that all funds that Diana claimed to be her mother’s were under Diana’s control and that it was Diana who lent the money to 217. Whether it was Diana’s own money and whether it was advanced to Diana by her mother as a loan or a gift does not matter.

35 Four Winds Drive, number 4, North York;

[174] Diana testified that her parents purchased this unit on November 26, 1999 and sold it on February 3, 2006. She said the proceeds were deposited into TD *7797 and used for the ACC purchase, almost three years later in 2008. She claims that these monies must be attributed to her mother. I have found that none of this money was her mother’s. Even if I assume the proceeds of sale were still in that account almost three years later when the ACC was purchased, that money was lent to 217 by Diana.

29 Wheatsheaf Av., Toronto.

[175] Diana testified that her parents bought this property on September 24, 1997 and Diana lived there while she attended law school. Diana said she was called to the Bar in 2002. The property was sold on May 20, 2005, shortly before marriage, and the proceeds were deposited into TD *7797. I have found that none of this money was her mother’s. Even if I assume these monies were still in that account more than three years later when the ACC was purchased, that money was lent to 217 by Diana.

4681 Jane St, unit 137.

[176] Diana says this unit was purchased in her parents’ name on October 1, 2002. It was transferred into Diana’s name one month later. This unit was sold on April 15, 2004 and the proceeds went into *7797. There was reference to a second unit, but no details were provided. I have found that none of this money was her mother’s. Even if I assume these monies were still in that account four years later when the ACC was purchased, that money was lent to 217 by Diana.

4763 Jane St, suite 121.

[177] Diana purchased this unit on September 27, 2002. The monies came from Diana Young “in trust” and originated from TD*7797. She sold it on September 10, 2009. This postdated the closing of the ACC purchase.

The Share Transfers after the ACC Closing.

Shortly after the August 5, 2008 Closing-the first purported share “transfer” from Hugh to Diana

[178] A few weeks after Meridian financed the ACC purchase based on the understanding that Hugh owned all the shares in 217, Diana got Hugh to sign a director’s resolution dated August 21, 2008 purporting to authorize “issuing” 10 shares to Hugh and 90 shares to Diana. This makes no sense because the shares had to have been issued prior to the completion of the transaction, when they told Meridian that Hugh was the sole shareholder.

[179] Diana prepared the August 21, 2008 resolution. Hugh denies it is his signature on it. The resolution is tied to a certificate of independent legal advice (ILA) from K. Sriskanda, who is a now disbarred lawyer. He did not testify. No-one explained why there was ILA for Hugh when he signed a director’s resolution, as opposed to, say, a share transfer (from him to Diana which is what Diana thought occurred, as opposed to issuing shares).

[180] By August 21, 2008 one might have expected the documents to reflect a transfer, as opposed to issuing new shares, unless Hugh was keeping his original 100 shares and obtaining another 10, with Diana getting 90 shares. No-one suggested that was what was intended. Diana testified that it was a transfer and that Hugh ended up with 10 shares and she got 90 shares, in trust for her mother.

[181] Hugh denies that he received ILA, denies that he signed the documents and denies that any transaction occurred around August 21, 2008. Hugh also says he was unaware that concurrently Diana signed a declaration that she held 90 shares in trust for her mother.

September 2010 refinancing (CIBC replaced Meridian)

[182] Two years later, in August 2010 Hugh and Diana told 217’s new bank, CIBC, as they had told Meridian in 2008, that Hugh owned all the shares in 217. CIBC was replacing the Meridian financing and providing additional credit facilities. Hugh signed a certificate of incumbency dated August 17, 2010 confirming he owned 100% of the shares of 217. This was submitted to CIBC in support of 217’s financing request. Diana prepared the legal documents.

[183] There is no evidence that Diana had re-transferred 90 shares to Hugh in the interim period since August 21, 2008.

The November 2010 share transfer

[184] Diana testified that shortly after that CIBC financing was completed Hugh signed documents prepared by Diana, dated November 24, 2010, transferring 100 shares in 217 to Diana for $100. Joselyn Zhao signed as a witness under a statement saying, “The Director [Hugh] confirmed to me that he understands above content before his signature.” Diana says she signed a concurrent trust declaration that she held the 100 shares in trust for her mother. Her sister Gracia witnessed Diana’s signature.

[185] Hugh denies any of this happened. He points out that this would have been totally inconsistent with the basis on which CIBC had refinanced 217 only a couple of months earlier. CIBC was not advised about this purported share transfer.

Cheque Signing Authority in 2011

[186] About six months later, on May 17, 2011, Hugh signed a resolution as sole director of 217, appointing Diana as sole cheque signer for 217. Hugh is not sure if he signed this but he says CIBC did not accept Diana for this purpose. Diana says she got Hugh to sign this because she didn’t trust him anymore and she had revoked his signing authority.

[187] I do not believe Diana’s assertion that she revoked Hugh’s cheque signing authority or that she suddenly lost trust in Hugh in May 2011. That would be inconsistent with her reliance on him to negotiate the purchase and financing of the ACC parking garage in 2013-14, to run their property management business and to run their mortgage lending business.

[188] While Diana maintained that Hugh did not have cheque signing authority over all the many bank accounts used throughout the course of all these transactions, it was clear that Hugh was primarily responsible for dealing with the banks and that he had considerable discretion with respect to financial issues.

[189] Similarly, Diana relies on the fact that her mother signed many cheques and had cheque signing authority on some accounts. That may have been the case, but in this case that was far from an indicator of control. Diana controlled Shawn Yeung. Corporate control resided with both Hugh and Diana. Ownership resided with Hugh, as set out above.

Commissioning of Affidavits and Witnessing of Documents

[190] Qiao Qiao (Joselyn) Zhao was one of Diana’s former legal assistants. She also acted as a secretary of sorts to Hugh. In the course of her employment Ms. Zhao commissioned and witnessed signatures on various documents. Her signature appears as the witness on the document signed by Hugh called Resolution of the Director of 217 dated November 24, 2010.

[191] Ms. Zhao agreed she could not remember the event and she did not know the document. Indeed, she did not remember 217.

[192] The same is true of her signature as witness on the Resolution of the Director of 217 dated May 17, 2011 whereby Hugh as director consented to Diana replacing him as the sole signing authority for 217’s account *2411 at CIBC.

[193] However, Ms. Zhao also swore an affidavit on January 19, 2011 (as the affiant, not the commissioner) in an unrelated lawsuit in which she stated she was an assistant at 217 “an Ontario company owned and operated by Mr. Hugh Kuang…”

[194] Xiying Zhang (Maggie Zhang) was a law clerk at Diana’s law firm from about August 2009 until around August, 2025 i.e. until about two months prior to trial. Despite having sworn a short affidavit on January 2, 2025 in a receivership motion in this Application and despite numerous communications with Diana subsequently, Diana could not find her or summons her for trial.

[195] After a mid-trial motion I admitted a short January 2, 2025 affidavit sworn by Ms. Zhang as evidence for use at this trial even though she was not available for cross-examination.

[196] In that affidavit Ms. Zhang, who at the time was still Diana’s trusted long-term employee, swore that she witnessed Hugh’s signature on the Declarations of Trust for Shares for 217 purportedly executed by Hugh dated October 20, 2014 and January 12, 2017 respectively. These will be discussed below.

[197] Diana’s sister, Gracia signed (with different forms of signature) as a witness on three of the disputed Declarations of Trust; the first one is dated August 21, 2008 (Diana holds 90 shares in 217 in trust for her mother), the second one is dated November 24, 2010 (Diana holds 100 shares in 217 in trust for her mother) and the third one is dated October 20, 2014 (Diana holds 100 shares in 217 in trust for her mother). Gracia said she witnessed these documents being signed. She was unable to shed any light on why the documents were created.

217’s Refinancings in 2014, 2016 and 2017

[198] 217 refinanced with CIBC in each of 2014, 2016 and 2017. Hugh and Diana (as Hugh’s lawyer) told CIBC each time that 217 was owned and controlled solely by Hugh. There are certificates of incumbency to this effect dated September 3, 2015 and December 30, 2016 which were given to CIBC around those times.

[199] There was no evidence of any re-transfer of shares from Diana to Hugh prior to any of these refinancings.

[200] A few weeks after 217’s October 20, 2014 refinancing with CIBC, Diana says Hugh signed a trust declaration saying that all the shares in his name belong to Diana. Hugh denies he signed this. He says the witness to his signature, Maggie Zhang, is lying.

[201] Diana says that it happened, although she did not explain why this time the mechanism was a trust declaration as opposed to a share transfer or a share issuance. Diana also says she concurrently signed a trust declaration that she held those shares in trust for her mother as of October 20, 2014. She did not explain why Diana was required as an intermediary i.e., why Hugh did not just sign a trust declaration in favour of Diana’s mother.

[202] In the course of 217’s refinancing with CIBC in 2016 Hugh signed the certificate of incumbency dated December 30, 2016, confirming he was a director and President of 217 and he owned 100% of the shares (100 common shares). There was no evidence that the October 20, 2014 declaration of trust was terminated prior to that refinancing.

[203] Diana drafted and was privy to all the certificates of incumbency. She does not deny that they were accurate when signed. Her evidence, as with earlier ones, was that they were valid when given, and Hugh owned the shares at that time, but the shares were, she says, legitimately transferred to her after the financing.

[204] Two weeks after the December 2016 refinancing, on January 12, 2017, Diana says she had Hugh sign a trust declaration which she had prepared, saying all the shares were owned by Diana, and she in turn declared that she held them in trust for her mother.

[205] The 2014 and 2017 trust declarations refer to a signed share transfer document being attached. No such document was produced.

[206] Again, there were no re-transfer documents, from Diana to Hugh prior to the 2017 refinancing (Hugh undoubtedly owned the shares at the time of financing) even though, on Diana’s evidence, her mother beneficially owned the shares shortly before and after each financing. There was no evidence Shawn Yeung ever released or transferred her beneficial interest.

[207] There was no evidence of how Diana and Shawn Yeung dealt with the tax consequences of any of these transfers (and implicit re-transfers), if any of them had ever occurred.

[208] Hugh denies he signed any of these trust declarations. He denies that Diana’s mother ever had any beneficial interest or any role in 217 or, for that matter, any of the subject corporations.

The CIBC evidence

[209] The CIBC commercial banker responsible for 217’s accounts after 2018 testified that he and the bank always (until Hugh and Diana separated in 2021) understood and relied on the fact that Hugh was the sole legal and beneficial owner of 217. The bank understood that Hugh had provided his personal guarantee on that basis. The bank was never told that Hugh transferred his shares to anyone else.

[210] When Diana took control of 217 after separation, CIBC would not act on Diana’s instructions because she was not properly authorized by the corporate banking documents. CIBC cancelled 217’s line of credit because 217’s corporate profile had been “questionably updated.”

Hugh’s role as Corporate Manager

[211] Hugh portrayed himself as the person responsible for running all the businesses. This role was confirmed by the independent witnesses. Diana suggested that Hugh gradually stepped away from that role and by the date of separation he was supposedly devoting himself to his other business interests.

[212] By June 1, 2015 Hugh represented himself as “principal” of the “Ever Young Asset Management Group of Companies” and that he has a net worth of “$25.82 million” based on his ownership of the ACC units, as well as numerous other properties, including 4168 Finch Ave, East, Toronto, 14 Nelson West, Brampton, 188 Bonis (unit 3) and the matrimonial home, 89 Reidmount Ave. Toronto.

[213] One of the many commercial tenants, Dr. Jim Agryropolous, testified that prior to 2021 he always dealt with Hugh with respect to his leased premises. He testified that he understood Hugh was both the property manager and owner of the ACC, although he admitted he never saw any legal documents to that effect. He never dealt with Shawn Yeung. Similar sentiments were expressed by a professional engineer Mr. Pak, who often worked on the ACC buildings.

[214] Mr. Bumstead, a paralegal specializing in property tax assessments, worked closely with Hugh on property tax assessment appeals related to the ACC property, in each four-year property tax cycle. He always understood and believed that Hugh owned 217 and other corporations involved in the property tax issues.

[215] Mr. Bumstead never heard of Shawn Yeung. He knew about Diana, but only in the context of her personal relationship with Hugh and as a lawyer who did the corporate work. Mr. Bumstead conceded he had never reviewed any of the corporate ownership documents.

[216] Hugh did not argue that this type of evidence proved that Hugh owned the shares in 217. He only says that it is consistent with the fact that he owned and controlled the company.

[217] Jacky Zhang is one of Diana’s longest serving employees. He started working as a clerk in her law office in 2015. He was soon helping run Ever Young Realty’s property management business, where he remains to this day. His evidence regarding Hugh’s role was similar to that of Dr. Agryropolous, Mr. Pak, and Mr. Bumstead.

[218] Until around mid-2020 Mr. Zhang took his directions from Hugh in the property management business, when Diana started taking primary responsibility for that business. Mr. Zhang observed that when Hugh was managing his business he would sometimes say he had to discuss significant business decisions with Diana before he could instruct Mr. Zhang on the appropriate course of conduct. After Diana became more involved in this business in mid-2020 Hugh would still attend management meetings. Mr. Zhang had to take about a year off from May 2021 to June 2022 due to illness caused by Covid-19. Hugh and Diana had separated and he was no longer involved in the business after Mr. Zhang returned to work in June 2022.

Hugh and Diana’s role in 239 (which acquired the ACC parkade in January 2014 and acted as a private mortgage lender in 2017-2019).

[219] Hugh conceived the plan to buy the ACC parkade. It took years to bring it to fruition. 239 eventually purchased the ACC parkade in January 2014. The bulk of the purchase monies came from 217 and funds which Hugh arranged for 239 to borrow from Communication Technologies Credit Union (“Comtech”).

[220] Hugh told Comtech in late 2013 that he would “have no involvement whatsoever” in 239 and he had no ownership interest. He also testified, however, that he told Comtech he would be using his mother-in-law as the nominee owner of the buyer company. He acknowledged that Diana would guarantee Comtech’s loan. He said this was because Comtech would not accept the assetless Shawn Yeung.

[221] Hugh says that 239 had to be set up as if Diana owned it, to distance Hugh from 239 because the ACC parkade was owned by MTCC 1067 (not 217) and Hugh was already Chair of the board of MTCC 1067. He took that role after 217 bought the ACC units and, he said, he now had to avoid a conflict of interest. Hugh also said that having guaranteed the 217 mortgage he was not in a position to guarantee any more debt.

[222] This is not the opposite scenario to 217’s purchase of the ACC units, where Hugh and Diana told the lender that Hugh owned 217. In this case, although Hugh and Diana told Comtech that Diana owned 239, Diana maintains that her mother (not Diana) always owned 239 which took title. Diana put 239’s shares in her mother’s name at incorporation. The agreement of purchase and sale had been put in the name of Parker Lee, a pseudonym used by Hugh’s mother at the time.

[223] In support of her argument that her mother owns 239, Diana relies on a tracing of the funds which facilitated 239’s purchase and 239’s later repayment of the mortgage. I do not need to analyze those details. Most of the money came from 217. Some of it came from Diana. Diana never claimed to have an equity interest based on her advances. I find that whatever money she advanced was a loan. (Again, I note that Diana has not claimed for non-payment of any debt). In any event, as respondents’ counsel properly acknowledged, 217 was the source of funds from which all the subject corporations (including 239) grew.

[224] I find that Diana’s mother did not invest in 239 and she had no role in its operations. She had no significant money of her own. I find that Diana’s mother never had a beneficial interest in 239 and, as with each of the subject corporations, when Shawn Yeung’s name was used, it was only as a nominee.

[225] Hugh maintains that Shawn Yeung was a nominee for him. It is significant that Diana denies that her mother was a nominee for her. Hugh says he owned 239 at all material times, including when the ACC parkade was purchased using Comtech financing, even though he and Diana told Comtech otherwise.

[226] In two unrelated litigation matters involving 239 in 2020, 239’s outside counsel, Ms. Judy Hamilton, was advised by both Diana and Hugh that Hugh owned 239. The parties conducted themselves as if Hugh owned and controlled 239.

[227] I accept Hugh’s evidence that Shawn Yeung was a nominee for him. I find that Hugh was, and is, the beneficial owner of shares in 239 at all material times.

Hugh and Diana’s role in 269 (private mortgage lender)

[228] 269 was incorporated on April 10, 2019 at Diana’s initiative. Hugh says he did not know about it initially. Diana transferred funds from 239 to be lent out as private mortgages by 269. When he found out about 269 Hugh continued to run the private lending business as it gradually moved over from 239 to 269, still operating as Goodman Green Solutions.

[229] Diana’s mother was the first director of 269 and she was also the only shareholder according to the reconstituted minute book prepared by Diana. Diana maintained that her mother owned 269. Diana denies that her mother was a nominee for her.

[230] Hugh says Shawn Yeung did not sign the relevant legal documents, and that Diana signed for her mother. However, 269 gave a certificate of incumbency dated July 2, 2019 signed by Hugh on his own behalf and on behalf of Shawn Yeung, stating that Shawn Yeung owned all the shares in 269. Nonetheless, Hugh maintained at trial that he was the 100% owner at the time. Hugh says that Shawn Yeung was the nominee for himself as the 100% owner.

[231] Hugh signed another document dated July 2019 as “asset manager” for 269 and Shawn Yeung’s signature appears under “investor”.

[232] I find that Shawn Yeung did not put her own money into 269 and took no part in its business. I accept that 269 was largely funded by advances from 217 and 239. Hugh ran the business. Diana prepared the legal documents with respect to the corporate status of 269 and she also did the legal work on the private mortgages.

[233] I find that Diana’s mother had no beneficial interest in 269 and, as with each of the subject corporations, if Shawn Yeung’s name was used, it was only as a nominee. Again, she was not a nominee for Diana, who has disclaimed that her mother was a nominee for her. She was a nominee for Hugh.

[234] I accept Hugh’s evidence that irrespective of whose name is on 269’s legal documents, the reality was that he was always the owner of 269. I find that Hugh was and is the beneficial owner of the shares in 269 at all material times.

Hugh and Diana’s role in 181 (which was used to facilitate development of the ACC’s surplus land)

[235] 181 was incorporated by Diana on April 12, 2019. She listed her mother as the sole shareholder. I find that Shawn Yeung did not put her own money into 181 and took no part in its business. Again I note, as respondents’ counsel argued, that 217 was the source of funds from which all the subject corporations (including 181) grew. 181 was used as a corporate vehicle for Hugh to rezone and redevelop the surplus lands at the ACC. Hugh got the extra density approved in 2020.

[236] I accept Hugh’s evidence that irrespective of whose name is on 181’s legal documents, he was always the owner of 181. I find that Hugh was and is the beneficial owner of the shares in 181 at all material times.

[237] Diana engaged in further oppressive dealings with 239 and 181 after she and Hugh separated in March, 2021. Diana, on March 25, 2021, prepared a “Corporate Resolution of Authorization” purporting to authorize her to operate 181 even though it had been inactive for some time. On February 2, 2022 Diana then caused the ACC parkade, including related land, to be transferred by 239 to 181 for $2 i.e., nominal consideration even though it was worth millions.

[238] This transfer significantly increased the value of 181 to the detriment of 239. This was part of Diana’s continuing oppressive scheme to put as much distance as she could between Hugh and valuable assets which he had previously controlled. As one would expect, this was not Shawn Yeung’s doing. This was Diana’s handiwork.

Hugh and Diana’s role in 2435982 Ontario Inc.

[239] Diana incorporated 982 on September 30, 2014. 982 acquired the Silverland (or Midland) Centre around October 2, 2014 pursuant to a power of sale exercised by 591 which had recently acquired the underlying mortgage for this purpose.

[240] The difference between Hugh’s claim against 982 as opposed to the other four subject corporations is that Hugh did not say that he owned all of it. He testified that the nominee shareholder (Shawn Yeung) held the shares in trust for him and Diana in equal parts. This reduced claim (50%) seems to be based on the fact that on September 15, 2020, seventeen commercial condominium units, arguably owned by both Hugh and Diana, were transferred into 982 for nominal consideration.

[241] Diana says her mother owns all the shares in 982. I find that Diana’s mother did not invest in 982 and was only a nominee shareholder.

[242] I also find that 591, which was the mortgagee used to facilitate 982’s purchase of the Silverland Centre, was controlled by Hugh and Diana, notwithstanding Diana’s claim that her father Theodore owned and controlled 591. She says it was Theodore who later (after separation) directed 591 to discharge its vendor take back mortgage. I find, however, that this later transaction was orchestrated by Diana as part of Diana’s post-separation oppression of Hugh in an attempt to move assets further away from his reach.

[243] The source of 591’s funds is opaque. Hugh said the money came from 217 and 239, although he also suggested he personally put in money. Diana’s evidence was that the investment included $499,000 from 236; which Diana says means that it effectively came from her mother because her mother owned 236 (I have found that is not the case). Another approximately $1,000,000 was transferred to 591 from DYPC’s trust account.

[244] Diana’s tracing analysis did not prove that Hugh or Diana (or her parents) were individually the source of funds for 982’s purchase of the Silverland centre. I accept that this purchase was orchestrated by Hugh and Diana working in tandem, using funds from their corporate empire to fund the new acquisition. Yet again I note respondents’ counsel’s acknowledgement that 217 was the source of funds from which all the subject corporations grew.

[245] I find that Theodore had no involvement, other than the fact that his name was used by Diana, as a cover for her oppressive conduct.

[246] Diana usually used her mother’s name and occasionally she used her father’s name without his knowledge. In her mother’s case, by the time of trial at least, Diana had induced her mother to support her story. Her mother did so to some extent, but I find that her mother was not being truthful. I find that Shawn Yeung had no valid claim to an interest in 982 or any of the subject corporations and she was trying to support her daughter in dispossessing Hugh of his interest in the subject corporations.

[247] It was clear that both Hugh and Diana would sometimes use one of his or her parents as the nominee purchaser on purchase and sale agreements or nominee owner on corporate records and loan agreements. For example, this was done with 239 (Hugh’s and Diana’s mothers), 2433591 Ontario Inc. (Hugh’s and Diana’s fathers) and 269 (Diana’s mother). Hugh also used an alias associated with his mother, Parker Lee, when he began lending private mortgages. Diana used the alias, Gabriela Yang, for Shawn. In no case was the nominee parent the true owner or purchaser.

[248] Diana’s fabrications and misdirections must be ignored, and the reality recognized, that Hugh and Diana owned 982 equally. This was a joint venture, carried on by the two of them as equal beneficial owners.

[249] To the extent Diana caused 982 to divest itself of any assets after the date of separation, that is oppressive. Hugh is entitled to appropriate relief to ensure that 982’s assets are accounted for equally.

The Corporate Records of the Subject Corporations

[250] Diana testified that the original minute books for the subject corporations no longer exist. She was referring to the corporate records required to be kept by all Ontario corporations, including those required pursuant to s. 140(1) of the Ontario Business Corporations Act R.S.O. 1990, c. B.16 (“OBCA”).

[251] In 2022 Diana produced a reconstituted, entirely electronic, compilation of records for the subject corporations pursuant to a court order. These contained the share transfer documents and trust declarations she now relies on, that are described above. She says these documents prove her mother’s claim to own the shares. She relies on subsection 139(3) of the OBCA which provides that corporate records are admissible in evidence as proof, in the absence of evidence to the contrary of all facts stated in that record.

[252] Diana admits that her recreations of the corporate records are incomplete. Diana says she was unable to replicate the corporate records in their entirety because Hugh improperly withheld or destroyed some of the corporate records. This makes no sense. Diana was the corporate lawyer who incorporated the numerous corporations and who was responsible for preparing and maintaining the corporate records.

[253] Hugh says Diana shredded the corporate records because they supported his position. Diana denies this, but acknowledges her law office disposed of the hard copies in accordance with what she called their standard office practice, after supposedly scanning them all.

[254] Subsection 139(1) of the OBCA provides that the corporate records can be kept in any form, but it is clear that the original records were not all scanned, as many documents that one would have expected to find in the minute books are missing. The other possibility is that some of the documents never existed in the first place.

[255] Either way, Diana, despite being the solicitor for the subject corporations, did not maintain proper corporate records for the subject corporations.

[256] The corporate records which Diana produced in 2022 were unreliable. They were not only incomplete (missing documents that must have previously existed) but they also contained questionable documents such as share transfers prepared by Diana and signed by one or both of Hugh and Diana which, if effective, would have been inconsistent with what they told 217’s corporate lenders about the share ownership structure.

[257] The reconstituted corporate records do contain some legitimate documents upon which I have relied. These include the shareholders’ and directors’ resolutions and certificates of incumbency which were used to induce the corporate lenders, Meridian in 2008 and CIBC in 2010, 2014, 2015 and 2017 to advance funds to 217. These documents are obviously authentic having been given to third parties at the time they were created. They were intended to and did persuade those lenders to lend to a company, 217, which was expressly represented to be owned and controlled at all material times by Hugh.

[258] Those documents did not mention Shawn Yeung. If Shawn Yeung was the beneficial shareholder at those times, this fact was improperly withheld from the lenders.

[259] I reiterate that Diana’s position is that Hugh owned 217’s shares only for those brief periods of time while those financings were arranged and implemented. She says Hugh’s shares were properly transferred to her after completing the financings and then she signed her own declarations that she held the shares in trust for her mother.

[260] As already noted, Diana’s reconstituted corporate records contain no documents re-transferring 217’s shares to Hugh prior to subsequent financing transactions, at which time Hugh and Diana again represented he was the sole owner of 217’s shares. Diana’s reconstituted records, other than documents given to third parties or which are contrary to her own interests (and thereby amount to admissions against interest), have no probative value and are indeed further evidence of her oppression of Hugh.

[261] Subsection 139(3) of the OBCA does not assist Diana or Shawn Yeung. That subsection creates a strong presumption that information recorded in corporate records such as minute books is proof of the facts stated therein, in the absence of proof to the contrary. Here the corporate records were not properly kept by a corporation in the normal course of their business and I do not rely on that presumption to help either party establish their claim to ownership of the shares of any of the subject corporations.

[262] In any event, to the extent that the presumption might apply, I am satisfied that the Applicant has established proof to the contrary, i.e.., the reconstituted minute books cannot be relied on by Diana in support of her mother’s claim or her own claim: Glass v. 618717 Ontario Inc., 2012 ONSC 535, 100 B.L.R. (4th) 35, at paras. 110-112. As Justice Brown stated in Glass, at para. 116 “Ontario corporate law does not recognize a ‘fingers crossed’ exception to the information contained in a minute book.” To apply that here, Diana could not represent to the lenders that Hugh owned all the shares in 217 and then renege on that representation later (as if she had her fingers crossed when she made the representation and it was therefore not binding on her).

[263] Hugh also sought to rely on subsection 139(3) of the OBCA to argue that the information in corporate records which showed him to be the sole shareholder in 217 is itself proof that he is the sole shareholder.

[264] I accept that Hugh is the sole shareholder of 217 based on the documents submitted to third parties, but I do not need to rely on the presumption in subsection 139(3) to establish the validity of his claim. The presumption adds nothing to the fact-finding exercise set out in these reasons.

The Experts’ tracing analysis

[265] Eli Plonka is a certified business valuator with expertise in forensic accounting. He was asked by the Respondents to trace the funds used by 217 to purchase the ACC units and by 239 to purchase the parking garage, as well as to show how those companies repaid the relevant mortgages. He was not asked to identify the source of the funds back beyond their deposit into the bank accounts considered by Diana to be the starting point for this analysis. These bank accounts included the “joint account” TD account *7797, Diana’s and DYPC’s accounts, and 217’s bank account.

[266] Mr. Plonka was also asked to address the source of the funds used to buy the matrimonial home, 89 Reidmount. Hugh and Diana agree that the home was mortgaged to help fund the ACC purchase.

[267] Mr. Plonka acknowledged that he had to rely on verbal information from Diana to explain various records that she or her office had prepared.

[268] Mr. Plonka was not given Hugh’s PC Financial bank statement which showed his contribution of $25,000 which Hugh says went towards the ACC purchase.

[269] Paul Moroney was the expert asked by the Applicant to critique Mr. Plonka’s reports. He too is a certified business valuator with similar expertise in forensic accounting. Mr. Moroney did not identify any errors in Mr. Plonka’s calculations or tracing analysis.

[270] The focus of Mr. Moroney’s critique was on the limited scope of Mr. Plonka’s report. It was Mr. Moroney’s position that Mr. Plonka’s analysis, while consistent with his instructions, was inadequate to establish the true source of the funds. He noted that the joint account (*7797) was used to receive and distribute funds and usually maintained a minimal balance. He said that account by itself could not reasonably be said to be the source of funds. He testified, for example, that one would need to identify the source of at least the three major deposits ($205,000, $106,000 and $268,000 approximate numbers) into the *7797 account prior to the ACC purchase, before one could say with any confidence who was the true funder of the ACC purchase.

[271] Mr. Plonka had not been asked to do this task. Mr. Moroney did not do it either, because he was only asked to critique Mr. Plonka’s work. Nor was either expert asked to opine on whether monies were advanced as loans or as capital.

[272] I conclude that the experts only provided a limited tracing of funds and that they did not establish who ultimately funded all of the $2,448,000 that went into the ACC purchase or the $1,800,000 which later repaid the subject mortgages.

Testimony from Diana’s Family

[273] Diana’s mother, Xiang Qin Yang, also known as Shawn Yeung, also sometimes went by the name Gabriela Wang (or, more likely, Diana used this pseudonym for her without her knowledge). Shawn Yeung is 85 years old. She testified using a Mandarin interpreter. She could not have read the corporate documents without translation. At trial no translated documents (i.e., in Chinese characters) were put to Shawn Yeung (nor to her daughter, Gracia who also did not speak English).

[274] On June 22, 2022, Shawn signed a power of attorney in favour of Gracia, and if she was not available, Diana, in respect to property. In the course of the litigation, prior to trial, Diana and Gracia attempted unsuccessfully to have Shawn declared incompetent.

[275] At trial she was quite capable of understanding the lawyers’ questions, even if she could not answer many of the important ones.

[276] Shawn was unable to provide many details about either the structure or the business of the subject corporations or to explain in any satisfactory way, for example, where she got money from to buy the original residential properties put in her and her husband’s name after they immigrated to Canada. She agreed that, according to their immigration forms, she and her husband did not bring any money with them from China. She maintained that her friend, William Guo, the father of Diana’s first child, at some unspecified time brought some 2,000,000 RMB (renminbi) from China on her behalf. In re-examination she mentioned for the first time that she had given Mr. Guo her bank card but no further details were forthcoming on how it might have been used. Mr. Guo did not testify.

[277] Shawn said she advanced the funds which were the foundation for these businesses, in particular for 217’s purchase of the ACC units in August 2008. She also said that later purchases were made using proceeds from the businesses which she had purchased earlier. She was unable to provide any details of where her money had come from, other than her blatant lie about Mr. Guo’s alleged suitcases of Chinese currency. Shawn could not identify this monies’ repatriation date or its equivalent amount in Canadian dollars or how it came into the country or where it was deposited. She also told a nonsensical story about her late father-in-law having owned properties in China. There was nothing to support her suggestion this was a partial source of her funds.

[278] Shawn and her husband arrived in Canada in 1995 to join Diana, who had immigrated to Canada in 1991, and who was by then a real estate agent. Shawn testified that she had sufficient funds when she came to Canada to buy a Coffee Time franchise. That franchise proved unprofitable and was later sold. Shawn’s Notices of Assessment from 1995 to 2003 and tax returns from 2004 to 2007 show annual income ranging from a loss of $16,630 to income of at most $7,678.

[279] Two residential properties were purchased in 1996. Shawn said that she alone bought them. She could only identify them as 103 (south of Ellesmere) and 69 (near Zellers on Finch). She suggested these were bought without any equity and using mortgage financing.

[280] Neither she nor her husband worked after they came to Canada, and they had no significant source of income, so it is difficult to see how she would have obtained a mortgage for those or any other properties. Shawn said she relied on rental income.

[281] The significance of these properties is that Shawn said they were sold or mortgaged shortly prior to August 2008 to help fund the ACC purchase. She did not remember any details of how the funds flowed.

[282] Shawn agreed her tax returns for 2004-2007 showed minimal income. She did not declare any rental income in those years. Shawn acknowledged she and her husband were receiving Guaranteed Income Supplement from the Canadian Government in 2008. They were living rent-free with Hugh and Diana in 2008.

[283] Shawn was receiving $300 per month from each of her three daughters as financial support for her living costs. Indeed she and her husband lived for some years after 2008 in rent assisted Community Housing based on their low income and lack of assets.

[284] Shawn identified her signature on the Agreement of Purchase and Sale for the ACC units dated May 14, 2008. She also identified her signature on other corporate documents and cheques. She did not negotiate any aspect of 217’s purchase or financing. She did not remember using the name “Gabriela Yang” which was a name Diana said her mother used on certain corporate documents. Nor did Shawn remember using the name “Parker Lee” which Diana said her mother used on other documents.

[285] Indeed, Shawn did not know the details of any of the transactions. Shawn did say she was aware of the joint bank account *7797 on which she was named as a joint owner at certain times. She did not remember, however, which bank it was at (TD) nor that she had been removed as a co-owner of that account by Diana in 2009. She could not read any of the documents, cheques or bank statements because they were in English.

[286] Nonetheless, Shawn alleged that Diana held the relevant companies’ shares in trust for her at all material times. She could not explain how or why this was done or why trust declarations were used. She could not say if she had ever transferred any of the shares back to Hugh, even though the documents suggest this must have happened to facilitate subsequent bank refinancings.

[287] Shawn admitted she was not involved in the negotiations to purchase the ACC units or the Parkade or arranging any of the third-party financing or increasing the density of the surplus land. She was not involved in the operation of the mortgage lending business. She admitted eventually what was obvious: that she was not the brains behind 217.

[288] Although Shawn could not remember details, she was quick to repeat Diana’s basic allegations. Specifically, Shawn maintained that she owned 217 (the ACC) as well as 239 and 269 (which were used for property management and private mortgage lending). She also said she had bought the “Silverstar Centre” which was a reference to Silverland, also known as the Midland property.

[289] Shawn was confronted many times in cross-examination with inconsistent answers she had given in her pre-trial questioning. At that time Shawn had had minimal recollection of the events in dispute. Her memory supposedly improved by the time of trial. Shawn admitted she discussed her evidence with Diana in preparation for trial. She said she had been unwell at the time of the earlier examinations but now she had thought it over and remembered the additional evidence which she gave at trial.

[290] I do not accept that is the case. Shawn had no knowledge of the significant details of the transactions and I do not believe her when she said she owned the companies or properties in issue. I find that Shawn testified as Diana wished her to do, without regard for the truth and with the intention of supporting her daughter in this lawsuit.

[291] Shawn was adamant that Hugh had not contributed financially to the 217 purchase. As she said a number of times, referring to Hugh’s lack of money, “How can it be his?” She admitted, however, that her only basis for this belief was what Diana had told her. She also denied Hugh had any significant role in running any of the subject corporations, although she conceded he helped arrange the mortgage financing for the ACC purchase.

[292] Shawn also suggested that Hugh had been caught taking money from one of the corporations and he had to be removed from management as a result. There was no documentary evidence to this effect. This was not even what Gracia said (she said Hugh was habitually late paying receivables), although it parrots Diana’s testimony on this point. There were no contemporaneous emails to support their unsubstantiated allegation that Hugh had misappropriated funds.

[293] Diana’s father, Hon Fan Wang, also known as Theodore Yang, testified through a Mandarin interpreter. Theodore Yang is 89 years old. He retired before he immigrated to Canada. He had not been involved in his wife’s clothing business in China. He left financial matters to his wife. Theodore Yang had no knowledge of any of the corporate issues before the court.

[294] He said he knew that one of his daughters, Gracia Wall, had applied unsuccessfully to be his litigation guardian in 2023.

[295] His evidence was of minimal relevance to the issues in dispute other than he said he and his wife did not sell their assets in China. He also agreed their immigration documents said they did not bring any significant funds to Canada. He did not suggest that was untrue.

[296] Hong Feng Wang was also known as Gracia (sometimes referred to as Grace) Wall from 2010-2020 although she has now reverted to using her Chinese name. She is Diana’s younger sister. She testified through a Mandarin interpreter. She has never learned English. She could not read any of the original documents and emails which were in English. She immigrated to Canada to join her parents in 1999 or 2000.

[297] Gracia has only worked for Diana since immigrating to Canada. She worked in Diana’s law firm or in her property management firm. Gracia was totally aligned with her sister on all issues. She testified that the subject corporations were owned by their mother, Shawn Yeung. She identified her mother’s signature on various cheques and explained how she often took cheques to her mother’s home for signature.

[298] Gracia testified that she realized her mother was incapable of managing her own affairs in August 2022. Gracia applied unsuccessfully to be appointed as her mother’s litigation guardian in this Application. Shawn Yeung’s pleading, her Answer, was written entirely in English, which neither she nor her mother can read or speak. Gracia said she did not remember filing the Answer on her mother’s behalf. She signed numerous other litigation documents on her mother’s behalf.

[299] Gracia also tried unsuccessfully to have her father declared incompetent. He too testified at trial. He had obvious memory issues while testifying although no-one renewed attempts to have him declared incompetent at the actual trial. As I have already noted, he had no useful information about his supposed role in the corporate events such as his alleged involvement with 591 (which was used to help acquire the ACC parkade) and one of the subject corporations, 982.

[300] Gracia acknowledged that she and her family members were represented throughout by the same lawyers, who changed multiple times, in conjunction with Diana’s multiple changes of representation. Although Gracia initially suggested she paid for her lawyers, she eventually admitted that this was not true.

[301] I find that Gracia, like her mother, was not telling the truth in most of her evidence when she unreservedly supported her sister and benefactor, Diana. Gracia testified as Diana told her to do, without regard to the truth.

[302] Gracia explained that Hugh was removed as a signing officer for 217 and Ever Young Realty Inc. and replaced by her in 2013 because he had failed to pay invoices on time and the company had to pay penalties for late payment. She also suggested that Hugh always had to get Diana’s approval for cheques drawn on 217’s accounts.

[303] When Hugh and Diana separated on March 13, 2021 Gracia immediately (on March 25, 2021) purported to grant herself signing authority with respect to the MTCC 1067 bank accounts and worked closely with Diana to displace Hugh as a signing officer. The directors’ resolution to that effect is also signed by Gabriela Yeung, a.k.a. Gabriela Yang, which, as noted, is another nom de plume of her mother, Shawn Yeung.

[304] The other two signatories were her father Theodore Yang and a long-term employee, Jacky Zhang. I acknowledge that Mr. Zhang signed at least some of the documents with his name on them. I find that he signed whatever Diana asked him to sign when she asked him. This is just another example of Diana using the names and signatures of others, at her whim and direction. These signatures were not independent acts of these other people. They did as Diana told them. This is also true in respect to Shawn Yeung, with the result that it does not matter whether Shawn Yeung actually signed any of the documents or whether Diana or Gracia signed on her behalf.

[305] As a further illustration of how signing for their parents was simply part of corporate life, just over a year later on June 13, 2022 Gracia signed her mother’s pleading in this Application, instead of Shawn, although she had not yet been granted a power of attorney and was never appointed litigation guardian.

Separation and its financial aftermath

[306] When Hugh and Diana separated on March 13, 2021, Hugh moved out of the matrimonial home at 89 Reidmount Ave., Toronto.

[307] As noted above, within a week Diana prepared the legal documents to enable her to take control of 217 and the other subject corporations.

[308] On March 24, 2021 Diana signed a share transfer purporting to transfer Hugh’s 100 shares in 217 to herself. This transfer purports to rely on the January 12, 2017 Declaration of Trust whereby Hugh supposedly held these shares in trust for Diana. She also prepared and signed a shareholder’s resolution removing Hugh as a director and officer and appointing herself and Gracia in his place.

[309] Concurrently Diana attempted to remove Hugh as 217’s authorized signing officer with CIBC. CIBC refused to accept this attempt due to its dubious legality. Diana realized she had to find a different bank if she was to gain control. By October 8, 2021 Diana had discharged the $3,900,000 CIBC mortgage on the ACC using funds from 269.

[310] On February 1, 2022 Diana discharged the $1,400,000 CIBC mortgage on the ACC Parkade (owned by 239) and the next day transferred it to 181 for $2 (as noted, Diana says 181 is owned by her mother).

[311] By letter dated November 9, 2023 CIBC made what it called a “business risk decision” to discontinue its banking relationship with Diana and DYPC.

[312] This court issued a Preservation Order dated August 25, 2023 and appointed a receiver-monitor over the subject corporations on December 18, 2023. Although the Applicant complains about breaches of these Orders, I have not considered those allegations for the purposes of determining ownership of the subject companies. Those allegations are left to another day, if enforcement or related proceedings are necessary in the wake of this judgment. The Preservation Order shall continue in force, as shall the interim receivership, pending implementation of this judgment.

Hugh’s position on ownership of 217’s shares

[313] Hugh says he was a legal and beneficial owner of 217 from the date of incorporation and he was still the owner at the date of separation. Hugh says he was responsible for 217’s acquisition of the ACC units in 2008 and that transaction formed the springboard, and was the source of funds for the subsequent acquisitions as well as the private mortgage lending business of both 239 and 269.

[314] Hugh says he built, operated and grew the asset management, property management and mortgage lending businesses using the corporate respondents.

[315] As for the corporate records which might suggest otherwise, Hugh says he trusted Diana as his lawyer to ensure the corporate records were accurate and protected his interests. Hugh argues that she has tried to take advantage of him by creating deceptive documents and seizing control of his companies for her benefit.

[316] To the extent he is found not to be a legal owner of any of the subject corporations, Hugh claims a resulting or constructive trust in respect to them based on his significant contributions. He also says that Diana has acted oppressively and he is entitled to an oppression remedy to enforce his ownership claims.

Diana’s position on ownership of 217’s shares

[317] Diana initially denied that Hugh ever owned any shares in 217. When confronted with all the documents submitted to the lenders which establish his ownership, she maintained that Hugh was the legal owner of the shares only for a brief period during and shortly after the 2008 Meridian financing and each of the CIBC 2010, 2014, 2016 and 2017 financings.

[318] She argues that she was entitled to implement changes to 217’s ownership after each financing to ensure that her mother, the true owner, was legally recognized and protected as such. She did not accept that any aspect of this was improper.

[319] Diana notes that Meridian and CIBC did not lose any money on these transactions and are not a party to this Application.

Analysis

[320] Hugh and Diana worked together to build their corporate empire from their August 2005 marriage, culminating in their centerpiece purchase of the ACC units in August 2008.

[321] They could not have built their corporate empire without each other’s support and contributions. Hugh provided his financial, real estate and accounting expertise and at least some of the seed capital. Diana provided her legal and real estate expertise and much of the seed capital. Beyond that, it was difficult to believe much that either of them said.

[322] Diana tried to minimize Hugh’s role in the ACC purchase, and suggested he did not even like the idea of this particular investment. That was untrue. Hugh negotiated the terms of both the purchase and the financing. I have no doubt that Hugh wanted this deal and that this transaction would not have occurred without his professional background, skill and hard work. Nor would it have happened without Diana’s financial contribution.

[323] To the extent Diana got some or all of her financial contribution from her mother, Shawn Yeung, that is between them. It was Diana who invested with Hugh in these business ventures. Diana’s mother has no claim to an interest in any of the subject corporations.

[324] I find that from the outset both Hugh and Diana were prepared to do and say almost anything to get rich. Now they are prepared to do and say almost anything to hold onto their wealth to the exclusion of the other.

[325] "Oh, what a tangled web we weave, when first we practice to deceive!" is a line from Sir Walter Scott’s 1808 epic poem, Marmion. Unlike Hugh and Diana, Sir Walter understood that dishonesty inevitably leads to a complex, chaotic, and uncontrollable web of bad consequences.

[326] They were both prepared to, and did at various times, lie and misrepresent their assets, net worth, corporate income, personal income, ownership, source of funds, and just about anything else that would allow them to acquire assets, expand their corporate base and ultimately to claim in court they owned the corporate empire to the exclusion of the other spouse.

[327] They sometimes made things up together for their mutual benefit, for example in misrepresenting their assets to commercial lenders and their corporate structure to potential vendors. They did this as a team in which Hugh was the real estate venturer and Diana was the lawyer and real estate agent, even if only one of them signed a particular document.

[328] They sometimes made things up independently of each other, especially post-separation, in an attempt to take advantage of each other.

[329] But it wasn’t just that both Hugh and Diana lied in their testimony. Many of the documents could not be relied upon because their symbiotic untrustworthiness was compounded by the fact that between the two of them, they prepared and signed numerous documents with obvious disregard for crucial facts such as the true legal and beneficial ownership of shares and real estate, the true net worth of both parties, and the existence of a marriage contract.

[330] As for the myriad of documents relied on at trial by both parties, I find that the only reliable documents are the ones submitted to third parties, such as lenders and regulators. Both Hugh and Diana intended the third parties to act on those documents. The lenders did act on them when they lent millions of dollars to the subject corporations. These loans benefitted both Hugh and Diana. The loans to 217 were the sine qua non which facilitated the building of their empire.

[331] Although some of the loan documents contained potential misrepresentations by both parties, such as who owned which personal assets, both parties cannot now deny the accuracy and veracity of their collective representations to the lenders, specifically, concerning the actual shareholders specified in those documents.

[332] At trial neither party suggested they were lying to the lenders when the loan applications were submitted. Indeed, Diana admitted that corollary documents given to the lenders such as certificates of incumbency which showed Hugh owned all the shares of 217, were accurate and truthful when they were submitted and that they were still accurate, days or weeks later, when the loans were advanced to the subject corporations.

[333] Although Diana says she and Hugh changed the share ownership (removing Hugh as owner in whole or in part) shortly after each of the various financings, neither she nor Hugh advised the commercial lenders that ownership and control had changed. Thus, the lenders not only made loans based on their understanding that Hugh owned and controlled 217, but this was their understanding throughout the currency of the loans, including, for example, each time the bank advanced money under 217’s line of credit, after it had been put in place.

[334] I rely on the loan documents submitted to the lenders, including the certificates of incumbency, as evidence of the actual ownership of the shares in 217 at those times.

[335] I do not, however, rely on the share transfer documents or trust declarations which were not given to the lenders, which purported to evidence subsequent share transactions between Diana and Hugh (e.g. share transfers from Hugh to Diana or the issuing of shares to Hugh and Diana on August 21, 2008). I find that such documents were inoperative because they were inconsistent with the loan documents and the lenders were not advised of their existence. To have implemented the terms of the subsequent share transfer documents would have been improper, and perhaps even a fraud on the lenders. As both Hugh and Diana agree they never intended to act improperly vis-à-vis the lenders, the subsequent share transfers cannot have taken effect.

[336] The ineffective and unenforceable documents include not only the share transfers but also the declarations of beneficial ownership in favour of Diana and Shawn Yeung.

[337] I do not accept Diana’s evidence that Hugh immediately after the financings, divested himself of some or all of the shares in favour of Diana and her mother. There was no business reason for the alleged transfers, quite apart from the fact that the lenders were not advised that ownership or control had changed. The initial documents (e.g., issuing shares only to Hugh and certificates of Incumbency to that effect) were used for proper purposes, i.e., in the normal course of 217’s business to facilitate commercial loans. The later transfer documents were inconsistent with 217’s business and detrimental to it because if they were valid, they would have put 217 in breach of its banking covenants and subject to enforcement by the lender.

[338] If the transfer documents, prepared by Diana and signed shortly after the various financings were valid and enforceable, they would negate the earlier, authentic documents confirming Hugh’s 100% ownership, which she and Hugh had presented to the lenders and upon which the lenders had relied. The lenders were never advised of these later, inchoate transfers, and they were never given a chance to reconsider the loans or terminate lines of credit if they disapproved of the change in the risk profile.

[339] As noted, Diana destroyed 217’s original minute book. She had to reconstitute 217’s minute book in 2022 at which time she included the disputed transfer documents. Even if those documents existed prior to 2022 and even if Hugh signed them, I find that their creation constitutes an improper attempt to deprive Hugh of his ownership interest in 217.

[340] This, indeed, was the primary purpose of the share transfer documents (which for present purposes includes the August 21, 2008 share issuance documents and all trust declarations). They were not intended to take advantage of the lenders, even though the lenders relied on Hugh being the sole shareholder and having put the deals together and guaranteed the debt. They were intended to take advantage of Hugh. I find that all the disputed share transfer documents prepared by Diana and signed (or ostensibly signed) by Hugh are null and void, ab initio.

[341] It is not necessary to determine if the lenders would have lent to 217 if its beneficial owner was the impoverished Shawn Yeung. Nor is it necessary to decide whether Diana conspired with her mother, Shawn Yeung, to hide the reality of the corporate ownership from the lenders. Although I cannot accept much of what the parties told the court, I accept that they did not conspire to defraud the lenders. That is a viable conclusion provided that Diana’s post-lending schemes to transfer ownership of shares from Hugh to Diana or her mother did not take effect.

[342] This conclusion is consistent with the fact that the August 21, 2008 issuing of shares and related documents (Diana drafted them and concocted the scheme), were internally incoherent in that they failed to issue, transfer and re-transfer shares in a manner that would make transactional sense. For example, there are no documents re-transferring the shares to Hugh before the next financing event (there were many), at which time he and Diana again represented that he owned all the shares. If Diana’s documents had successfully transferred the shares from Hugh to Diana, they had to be re-transferred to him by the next financing if he was to be declared the sole owner of 217, as was the case.

[343] I must comment again on Diana’s proposition that her mother advanced most of the monies used as equity in the various transactions, and that Diana implemented the share transfers, after monies had been advanced by the lenders, to protect her mother’s interests.

[344] First, I have found that her mother did not advance any of the purchase monies.

[345] Second, the lender would still have had to have been notified of a change in ownership.

[346] Third, no good explanation was given why the shares would not have been put in her mother’s name from the start. Even if someone had suggested that was not feasible because of her mother’s age or bad health or some other plausible reason, why not have Hugh hold them in trust for Shawn Yeung, without Diana as intermediary? There was no evidence to explain this legal device.

[347] Fourth, Diana says she was acting on behalf of her mother when she documented the subsequent share transfers and declarations of trust. If that was the case, she would have been in a hopelessly unethical conflict of interest as she had only just acted for Hugh and 217 on the financing and the purchase, including providing various corporate opinions to the lender that Hugh owned 217. She could not ethically have acted for Hugh and the lender, while also protecting her mother’s alleged interest as beneficial owner.

[348] Hugh denies that he ever agreed that Diana or her mother would own any or all of the shares, even though he appears to have signed the share transfers. Hugh denies signing most of the documents purporting to evidence the share transfers between him and Diana. He argues that the provenance of the transfer documents is unreliable and the metadata or electronic footprint for many of them is missing. He also argues that Diana’s evidence about their creation is inconsistent and lacking in credibility.

[349] I have considered the totality of the evidence before reaching any conclusions: F.H. v. McDougal, 2008 SCC 53, [2008] 3 S.C.R. 41, at para. 58. Neither party has much, if any, credibility. I find that Hugh probably signed the transfers and related documents, but I still conclude these documents were ineffective.

[350] Whether Hugh paid attention to the documents when he signed them, significant as they would have been, does not affect my conclusion that all the share transfers and related documents that were not disclosed to the lenders never took effect and, to the extent necessary, are set aside. Hugh was focussed on negotiating and completing the deals and raising funds, and later on maintaining compliance with the lending covenants. Hugh trusted and relied on his lawyer, his wife, to act in his best interests. That trust was misplaced.

[351] I accept that both Hugh and Diana were prepared to do almost anything to avoid and perhaps evade paying taxes, to maximize borrowing from lenders, and to creditor proof themselves and their corporations. Hugh willingly signed various corporate documents on Diana’s advice to achieve these ends, but that does not mean that Diana can use them to deprive Hugh of the fruits of his endeavours as a real estate venturer (which was his anticipated career, as referenced in the recitals to the marriage contract).

[352] I find that Diana was equally complicit with Hugh in making the representations to the lenders concerning the share ownership. Diana was intimately involved in the loans by virtue of her role as lawyer for Hugh and the subject corporations, irrespective of whether she co-signed the formal documents to this effect.

[353] Diana prepared the corporate legal documents used to complete 217’s purchase of the ACC units, and upon which Meridian relied to advance the mortgage financing.

[354] Diana also acted as the real estate agent for both Hugh and 217 on the purchase. She earned a commission from 217 and she also earned legal fees on the legal work. In her joint capacities as lawyer and real estate agent, she was aware of the salient business details of the transaction, especially the representations with respect to ownership and control of 217. This is also true in respect of all subsequent refinancings.

[355] I accept that when the representations as to ownership were made to the lenders, Diana was acting genuinely on the premise that Hugh, and Hugh alone, owned the shares in 217 both legally and beneficially. She could not change her position shortly afterwards and say the shares were now owned by her mother without telling the lender.

Oppression

[356] This was a very tangled web indeed. Diana’s conduct described above is the epitome of oppression under s. 248 of the OBCA, whether one categorizes it as “oppression," "unfair prejudice," or "unfair disregard" of Hugh’s interests in all the subject corporations. Hugh is undoubtedly a “complainant” within the meaning of s. 248.

[357] Hugh reasonably expected: (i) honesty from Diana in her dealings with his corporate interests; (ii) he would remain 217’s owner; (iii) he would remain a director and officer of 217, and manage 217 even after separation; (iii) after separation 217’s business would continue to be run in the same manner it had been since incorporation.

[358] Hugh’s reasonable expectations were grounded in Hugh’s ownership interests in 217, the fact that 217 was a closely-held company, the nature of the interactions between Hugh and Diana over the years, and their working relationship. There was no corporate reason for that to change, notwithstanding their familial conflict.

[359] Diana’s ousting by Hugh because of their family dispute had nothing to do with the business affairs of 217. This is a situation like Margarita Castillo v. Xela Enterprises Ltd., 2015 ONSC 6671, at paras. 50-54 and Al-Ali v. Al-Al, 2024 ONSC 6292, at paras. 77-89, where the court’s findings of oppression arose from the forced expulsion of a family-member owner.

[360] Diana’s conduct in transferring 217 shares and executing resolutions removing Hugh from the company, violated Hugh’s reasonable expectations and was unfairly prejudicial to, and oppressive of Hugh’s interests as a shareholder, director and officer of 217.

Alternative Findings if the Share Transfers and Trust Declarations were Effective

[361] In the alternative, if the share transfers to Diana were effective (contrary to my finding that they did not take effect), the shares would have been subject to a resulting trust in favour of Hugh, because Diana did not pay for the shares, having lent money to 217 for the transaction, rather than to purchase shares, whether from treasury or from Hugh.

[362] Neither Shawn Yeung nor Diana bought any shares from Hugh after 217 purchased the ACC units. In fact, nothing changed after the closing of the ACC purchase to justify Diana’s more or less immediate transfer of some or all of Hugh’s shares to her mother or herself. She gave no new consideration at the time of the transfer. It is trite law that past consideration is no consideration.

[363] In the further alternative to my conclusion that the disputed share transfer documents (both issuing the shares on August 21, 2008 and transfers purportedly implemented in later years immediately after each refinancing) were not effective, I also find that their effect was oppressive within the meaning of s. 248 of the OBCA. This is another basis on which I declare that they are null and void. They were oppressive to both Hugh and 217.

[364] Hugh’s reasonable expectation was that he owned 217’s shares. The share transfers and related legal documents purported to change the reality that Hugh owned the shares in 217 and to suggest that Diana’s mother owned the shares, when she had no meaningful role in 217 or indeed any of the subject corporations and she paid no consideration for any of the shares. It does not matter that Hugh signed some or all of the transfer documents in the case of 217. He was duped by Diana. Hugh is the legal and beneficial owner of all the shares in 217.

[365] On March 24, 2021, immediately after the date of separation, March 13, 2021 Diana signed a purported transfer of 217’s shares from Hugh to herself for $100, even though on her theory she already owned the shares. Diana signed the document in Hugh’s absence as Hugh’s attorney, thereby signing as the transferor, transferee, and beneficial owner of the shares. In addition to being void, this purported transfer was unfairly prejudicial to Hugh, intended, as it was, to misappropriate Hugh’s interest for herself.

[366] Diana changed 217’s corporate records to remove Hugh from all roles and appoint herself and Gracia as directors and officers, retroactive to June 5, 2013. This too was oppressive.

[367] The sole purpose of these changes, in addition to being the purpose of the original trust arrangements relied on by Diana, was to ensure that Hugh’s claim to ownership would be defeated. Diana’s conduct in transferring Hugh’s shares after separation was part of a family dispute that had nothing to do with the corporation.

The Other Four Subject Corporations

[368] I also find that Hugh legally and beneficially owns all the shares in the other subject corporations, except for the shares in 2435982 which I find are owned 50% by Hugh and 50% by Diana.

[369] This is true even though the incorporation details for the other four subject corporations are different from those which applied to 217.

[370] The most important basis for this finding is that most of the funds used for the subsequent corporate investments originate, directly or indirectly, with 217. In other words, the other subject corporations and their businesses derive from 217’s success and Hugh and Diana’s ability to leverage 217’s assets to fund other acquisitions and businesses.

[371] Diana maintained that her mother owns 100% of all the shares in all the subject corporations, including 982. I do not accept that is true for any of the subject corporations. I find that Hugh owns all the shares in the first four subject corporations, and I accept his evidence that Hugh and Diana own the shares in 982 equally.

[372] A corollary finding is that Shawn Yeung has no interest in any of the other subject corporations. Her testimony to the contrary was unbelievable. Shawn was coached and prepared to say whatever it took to assist Diana in trying to seize the corporate assets for the Yeung family. If any monies used for any of the deals originated with Shawn Yeung, they were advanced by her to or on behalf of Diana, who lent them to the subject corporations.

[373] Neither Shawn nor Diana acquired an equity interest in any of the first four subject corporations. Diana does have a 50% interest in 982, by Hugh’s admission.

[374] After separation, in and around May 2021, in addition to changing the ownership and control of 217, Diana also took steps to take control of the other subject corporations to enable her to unilaterally oust Hugh and defeat his ownership interests.

[375] Diana changed 239’s corporate register to remove Hugh from all roles and appointed herself as director and officer. Diana contacted CIBC Wood Gundy and attempted to change Hugh’s access to an investment account and liquidate its holdings. Diana changed the corporate register for 982 to appoint herself as director and officer.

[376] Diana prepared a series of documents dated March 25, 2021 purportedly certifying Shawn as a shareholder and appointing her as director and officer of 269, as well as authorizing Diana to handle all assets and business of 269. Then, on November 6, 2021, Diana purportedly accepted Shawn’s resignation as a director and officer of 269, and appointed herself as a director of 269, consolidating her control.

[377] On May 20, 2021, Diana removed Hugh’s access to his corporate email account, thereby cutting him out of internal management communications and on or about May 22, 2021, Diana removed Hugh’s access to his office.

[378] Hugh resorted to self-help in May 2021 when he turned up at the corporate office and seized his work computer. Diana reported Hugh to the police saying that Hugh was merely a “handy man”. Hugh told the police he would promptly return the computer. Hugh denied saying he would do so, although I find he did make, and break, that commitment.

[379] Diana’s corporate manipulations after the date of separation were not done for any legitimate corporate purpose. They were done for personal gain and to unfairly prejudice Hugh. His reasonable expectations as a shareholder, director and officer have been violated and an oppression remedy is warranted: Dhaliwal v Cheema, 2025 ONSC 382, at paras. 105-112 and 116-122.

[380] Diana violated Hugh’s expectations when she refused to acknowledge Hugh’s ownership interests, ousted him from his longstanding leadership role (including as a director and officer of many of the subject corporations), cut off access to his office and communications, and dissipated corporate assets in an attempt to artificially reduce the value of his shares and make it more difficult for him to protect his ownership interests.

[381] To avoid any doubt, I do not find that Hugh owns an interest in 230 (one of Diana’s management companies) but, to the extent assets belonging to the subject corporations have been channelled into 230, they must be accounted for and returned to the appropriate corporation.

[382] The Receiver’s reports show that Diana appears to have diverted surplus funds from the real estate holding companies (217, 239, and 982) into 230. There is no other explanation for the millions of dollars in assets on the financial statements for what was an inactive company that, according to Diana, only earned $200,000 a year from property management fees after 2021.

[383] Hugh reasonably expected he would maintain his ownership and control of the subject corporations (accepting that he only owns 50% of 982) and Diana’s conduct in depriving him of ownership and control of the other subject corporations was just as oppressive as her conduct in respect to 217.

[384] I declare that Hugh should still be the sole shareholder of the first four of the subject corporations and 50% shareholder in 982, and I set aside any subsequent dealings by Diana with his shares. I direct that the corporate records with respect to Hugh’s roles as an officer and director in the subject corporations must be rectified to reinstate him, on the basis that Diana’s conduct was oppressive to Hugh.

Diana’s alternative claim that she owns the shares

[385] Diana added an alternative claim at the end of the trial; that if her mother did not own the equity in the subject corporations, then Diana owned it all.

[386] That claim must be dismissed. Diana never claimed that she bought any shares or that she intended to acquire equity in any of the subject corporations. Diana’s position since the litigation began, and her evidence throughout the trial, was that her mother owns all the shares in the subject corporations. While I have found that is not the case, that does not mean that Diana owns the shares.

[387] In addition to denying that she bought or acquired any shares, Diana steadfastly maintained she never owned any of the real estate that was used to finance 217 in August 2008, other than the matrimonial home, which was not in her name at that time. In her first financial statement in this litigation, sworn May 20, 2022, Diana swore that the only real property she owned in August 2005 (date of marriage) was the matrimonial home, She said that she was “unsure” whether she owned any other property either at date of marriage or on separation because the “accounting was handled by the Applicant.”

[388] Diana has never claimed that she is entitled to an equity interest on the basis of a purchase money resulting trust. There was no pleading or discussion about the presumption of advancement.

[389] Diana did not plead and, in any event, has not proven the elements of unjust enrichment which might warrant, in some circumstances (which do not exist here) the imposition of a remedial constructive trust in her favour. Diana advanced some money as a loan to 217. That loan was repaid, but even if it had not been repaid, she would only have had a claim against 217 for repayment of a debt. Neither Diana nor her mother sued for non-payment of any loans associated with these transactions.

[390] Diana did not allege that Hugh borrowed money from her and failed to repay her. Diana also knew at the material times that Hugh acquired the shares in, and controlled 217, because she was complicit in representing that fact to the lenders.

[391] I have found Diana did provide the bulk of the monies used to fund the equity portion for 217’s acquisition of the ACC units in 2008. But Diana kept ledgers which say that her advances were loans, and that they were repaid, although this was far from a complete accounting. Although Diana seized control of 217 after the date of separation, she did not put into evidence any accounting for a balance owed on the loan.

[392] Diana’s alternative claim is not supported by the expert evidence. The tracing analysis by the experts did not address the issue of whether Diana’s advances were gifts, loans, equity or who benefitted from them.

[393] It is incontrovertible that Diana’s advances were not made with the intention of buying shares in 217 for herself. There is no basis for ordering a remedial constructive trust in her favour on that basis, nor based on unjust enrichment related to an unpaid loan, as was the case in Amirthalingam v. Ratnam, 2025 ONCA 414, at paras. 20-23.

[394] Diana’s alternative claim that she is the sole or partial or joint owner of the subject companies is dismissed.

Is the Marriage Contract valid and enforceable?

[395] The Applicant, Hugh, argues that the marriage contract dated July 31, 2007 should not be enforced and should be set aside pursuant to s. 54(6) of the Family Law Act, R.S.O. 1990, c. F.3 (“FLA”) which provides:

56 (4) A court may, on application, set aside a domestic contract or a provision in it,

(a) if a party failed to disclose to the other significant assets, or significant debts or other liabilities, existing when the domestic contract was made;

(b) if a party did not understand the nature or consequences of the domestic contract; or

(c) otherwise in accordance with the law of contract.

[396] As described above, the marriage contract was signed:

a. soon after Hugh and Diana’s first bid for the ACC units had been rejected at the end of 2006;

b. just over a year prior to 217’s incorporation on May 27, 2008, the issuing of shares to Hugh alone and his appointment as 217’s sole officer and director;

c. in anticipation of a deal in which Hugh was relying on Diana’s assets for funding;

d. immediately after Hugh obtained independent legal advice;

e. at a time when Hugh, a sophisticated financial and real estate consultant, was already intimately familiar with Diana’s financial circumstances, and also those of her parents.

[397] I do not agree that the marriage contract should be set aside on the basis of Hugh’s alleged lack of understanding, inadequate ILA, lack of financial disclosure or the specific grounds in s. 54(6)(a) and (b) of the FLA.

[398] I find that each of the statutory requirements - financial disclosure, voluntariness, and understanding - were satisfied.

[399] Although ILA was not required, it was obtained, and it was adequate.

[400] There is no requirement, although it may be prudent, to attach details of the financial disclosure made by both parties. I am satisfied that Hugh was aware of the details of Diana’s financial situation when he signed the contract, by virtue of his accounting, financial and tax work for Diana, her law practice and for her parents. Hugh was both an accountant and real estate agent by training and had worked as a real estate consultant for Graywood Developments. He was far from a financial ingenue.

[401] Hugh knew that Diana’s parents had no significant sources of income and, even if properties were registered in Diana’s parents’ names, that Diana effectively owned or controlled them for purposes of funding the proposed venture.

[402] When Hugh signed the marriage contract, it is true that he could not have anticipated that Diana would later claim the residential houses and the bank accounts in her parents’ names were not Diana’s, or that the (as yet unissued shares) were owned by her mother, not Diana. Diana’s subsequent perfidy does not, however, amount to non-disclosure of Diana’s true financial position at the time the marriage contract was signed.

[403] Hugh knew that many of the relevant houses and condominium units in July 2007 were in Diana’s name, rather than her mother’s. Hugh knew he was giving up any claim to them when he signed the contract. It did not matter whose name was on title for Hugh’s purposes. Hugh understood that “what was Diana’s would be Diana’s”. If it was not hers, it would have been her mother’s, not Hugh’s.

[404] In Anderson v. Anderson, 2023 SCC 13, [2023] 1 S.C.R. 473 and previously in Hartshorne v. Hartshorne, 2004 SCC 22, [2004] 1 S.C.R. 550, the Supreme Court of Canada affirmed that domestic contracts freely entered into by informed, independently advised spouses should be enforced unless there is sufficient evidence of unfairness or unconscionability at the time the contract was signed. See also Rick v. Brandsema, 2009 SCC 10, [2009] 1 S.C.R. 295.

[405] This marriage contract was freely entered into by sophisticated parties. Hugh was independently advised and thoroughly apprised of Diana’s financial situation. There was nothing unfair or unconscionable about the contract or the circumstances under which it was signed.

[406] The Court of Appeal for Ontario stated in Davies v. Jane, 2025 ONCA 752, 21 R.F.L. (9th) 1, that:

[29] Section 56(4) of the Family Law Act, was discussed in Faiello v. Faiello, 2019 ONCA 710, 438 D.L.R. (4th) 91. The court, at para. 17, addressed the “intrinsic flaws in the formation of a contract that nullify the apparent consent between the parties and invalidate the agreement, allowing a court to set aside the contract” (emphasis in original). The burden is on the party seeking to set the agreement aside to show that one or more of the conditions of s. 56(4) have been met. Even where one of the listed criteria is met, the decision to set aside a domestic contract, or a provision in it, remains discretionary. The judge must determine what is appropriate in the circumstances of the case: Faiello, at para. 20; LeVan v. LeVan, 2008 ONCA 388, 90 O.R. (3d) 1, at para. 33.

[30] Domestic contracts are to be encouraged. Not every apparent flaw will result in setting aside an agreement. As stated in Anderson v. Anderson, 2023 SCC 13, 481 D.L.R. (4th) 1, at para. 33: “As a starting point, domestic contracts should generally be encouraged and supported by courts, within the bounds permitted by the legislature, absent a compelling reason to discount the agreement”.

[31] A lack of independent legal advice and formal financial disclosure can, but will not always, undermine informed choice. The absence of legal advice will not automatically vitiate a domestic contract: Dougherty v. Dougherty, 2008 ONCA 302, 89 O.R. (3d) 760, at para. 11. Evidence of prejudice arising from flaws in the negotiation process is an important consideration: Anderson, at paras. 10, 67 and 70.

[407] Having considered these directions, I find that the marriage contract was valid, binding, and enforceable when it was signed. There is no factual or legal basis to set it aside under s. 56(4)(a) and (b) of the FLA.

[408] That is not the end of the discussion about the marriage contract. The next question is whether it should be set aside in accordance with the law of contract, referenced in s.56(4)(c) of the FLA. In Ward v. Ward, 2011 ONCA 178, 104 O.R. (3d) 401, at para 21, the Court of Appeal outlined a non-exhaustive list of contract law principles that can be applied under s. 56(4)(c). The issue in this case is whether the parties agreed to terminate the marriage contract after it had been signed.

Should the Marriage Contract be set aside pursuant to s. 56(4)(c) of the FLA?

[409] A contract can be discharged by abandonment, but the parties must have agreed to abandon it. A decision to abandon it can be in writing or implied through the conduct of the parties: Quinlan Brothers Limited v. Coady, 2013 NLCA 31, at para. 27. Clear evidence is required to establish that the parties agreed to abandon the contract. The agreement to abandon the contract must amount to a new contract. A simple failure to abide by the written agreement is insufficient: Jedfro Investments (U.S.A.) Ltd. v. Jacyk, 2007 SCC 55, [2007] 3 S.C.R. 679.

[410] I find that the marriage contract in this case was ended by mutual agreement in 2008, soon after it had been signed on July 27, 2007.

[411] Hugh and Diana implicitly communicated to each other in July 2008 that they wished to abandon the contract when they dealt with title to the matrimonial home, 89 Reidmount Ave., in the manner described below. The parties had the marriage contract freshly in mind in July 2008. On the evidence I find that they cannot be said to have forgotten it (although Hugh acknowledges that he forgot about it later).

[412] This conclusion is affirmed by their subsequent dealings with the matrimonial home in 2010, 2013 and 2018. As will be seen, these later dealings were consistent with their earlier agreement in 2008 to abandon the marriage contract.

Dealings with the Matrimonial Home

[413] Diana and Hugh were registered as joint owners of 89 Reidmount when they purchased it as the matrimonial home in July 2006. This was only a year before the marriage contract was signed in July 2007.

[414] Para. 4 of the marriage contract says the parties are “separate as to property” including the matrimonial home.

[415] Para. 4(c) stated that “all property acquired in the future in name of either party will belong exclusively to the one in whose name the property is held free of any claim by the other.” (emphasis added).

[416] In July 2008 Diana’s name was removed from title, and Hugh became the sole registered owner. The home was mortgaged to TD Canada Trust (TD) on July 30, 2008 and the proceeds ($585,000) were applied to the ACC closing. Hugh was solely liable to TD on the mortgage and, if para. 4(c) of the contract applied by virtue of title having been transferred solely to him, Hugh would have owned the home exclusively, “forever free” of any claim by Diana.

[417] Hugh testified that he did not consider that the contract applied and he still considered Diana to be a joint beneficial owner, even after that transfer.

[418] Hugh says this transfer of title occurred because Diana had credit issues and TD told him he would qualify for the mortgage on his own. This by itself makes no business sense. It also makes no sense, as between husband and wife because now Hugh would have owned the matrimonial home to the exclusion of Diana, if para. 4(c) applied (there was no suggestion at the time that this transaction was not an acquisition with the result this subsection did not apply), although it is true he was solely liable on the mortgage.

[419] Why would Diana give up her interest in the matrimonial home, especially when from her perspective she was already funding the lion’s share of the ACC purchase? My conclusion is that Hugh and Diana agreed that the marriage contract was not applicable, and I find that it was impliedly discharged by mutual agreement.

[420] This conclusion is reinforced by the parties’ subsequent dealings with the home.

[421] Hugh, sole owner since 2008, transferred title to Diana on August 19, 2010 for $2 and natural love and affection. Diana assumed the TD bank mortgage. The transactional documents were signed on July 20, 2010, but Barry Kaufman, the real estate lawyer acting for both Hugh and Diana, was told by Diana not to register the transfer until August 19, 2010. Hugh said this delay was requested by Diana to make her look better in her 2010 Law Society of Ontario (LSO) disciplinary hearing arising from unrelated issues.

[422] Diana says the reason for the transfer (and the transfer delay) was unrelated to that disciplinary hearing and was somehow (it was not explained in any satisfactory way) related to the fact that Hugh had signed the marriage contract in 2007 and this was the matrimonial home. But the marriage contract was not given to Mr. Kaufman and its potential impact was not discussed with Hugh, who was now, if Diana is believed, gratuitously giving the matrimonial home to Diana for some spurious reason related to her LSO discipline hearing.

[423] Hugh testified that both Mr. Kaufman and Diana advised him that it did not matter whose name the home was registered in, because they were spouses. He signed the transfer documents on that basis.

[424] Mr. Kaufman confirmed he did not have a copy of the contract in his file, that he was not given the contract and it was not discussed. He said he was not concerned about the transfer because it was a matrimonial home. That lack of concern was reasonable only if the marriage contract did not apply because it had been abandoned. I do not believe Diana’s evidence to the contrary. (No-one suggested it was outside the scope of the contract on the basis the transfer was not an acquisition by Diana).

[425] The August 19, 2010 Land Transfer Statement associated with the transfer was prepared by Mr. Kaufman. On that statement Diana attested to being the transferee and that the consideration was $2 plus the assumption of the mortgage. Hugh was not, however, released from the mortgage liability. The statement incorrectly says the transaction is an inter-family transfer from wife to husband (sic, i.e., not as it was, from husband to wife) for natural love and affection. The transfer which was registered oddly says that the transferor Hugh and transferee Diana are one and the same.

[426] Diana alleged that the 2010 transfer of the home into her sole name was to reflect the fact that all funds for the purchase of the matrimonial home came from her family. This defies common sense. Diana testified that Hugh had contributed $30,000 and the remaining funds for closing in 2006 came from Shawn. But if Shawn’s money was not a gift, then why was she not registered on title when the home was bought in 2006? Also, given that Hugh put in $30,000 then on Diana’s logic, why not put title in Shawn’s and Hugh’s joint names in 2006 or in 2010? I find that the reason is because the house was intended to be owned jointly by Hugh and Diana, irrespective of title. Shawn did not have an interest in the home, registered or not. The marriage contract was not considered.

[427] Diana’s claims make no sense. They would make even less sense if the marriage contract was in force because any transfer of title from one to the other would have made Diana the owner of 100% of the matrimonial home for no good reason and without consideration. The matrimonial contract was not disclosed to or discussed with the lawyer, Mr. Kaufman, which is consistent with neither party believing it was in effect.

[428] Three years later Diana mortgaged the matrimonial home to CIBC for $1,052,000 on September 23, 2013. Diana declared in that charge that “I am not a spouse”. She was a spouse. That lie is incidental for present purposes to the fact that Diana did not discuss the marriage contract with anyone in the course of that transaction. I find that is because the contract had been abandoned in 2008.

[429] On November 30, 2018 Diana again mortgaged the matrimonial home, this time to Bank of Montreal for $1,416,000. In that charge Diana stated, incorrectly, that she was separated from her spouse and the property was not ordinarily occupied by them at the time of separation as their family residence (also incorrect). Hugh and Diana did not separate until March 2021. 89 Reidmount was still the matrimonial home at this time.

[430] Again leaving aside Diana’s lies to the mortgagee, the point is that she did not rely on the marriage contract. Again, I find that is because it had long since been abandoned.

[431] Their decision in 2008 to abandon the marriage contract explains why Hugh or Diana did not discuss its application to any of the post-2008 share transfers or trust declarations in dispute.

[432] It also explains why Hugh and Diana did not discuss the application of the marriage contract to any of their dealings with real estate at any time after 2008.

[433] The marriage contract was abandoned in 2008, after which it was forgotten for years, until it was relied on by Diana in this litigation.

[434] Agreements freely entered into between knowledgeable parties should be given considerable deference within the bounds permitted by the legislature, and they should not be readily set aside. However, marriage contracts are still subject to the application of contract law doctrines such as abandonment. In this case there is no doubt the marriage contract was never implemented. Neither party acted on it, and then they abandoned it in 2008.

[435] That conclusion does not necessarily mean the marriage contract should be set aside. The test for setting aside a marriage contract pursuant to subsection 56(4) of the FLA has two parts. Having determined that the contract was abandoned, the court still has to decide whether to exercise its discretion to set the agreement aside: Armstrong v. Armstrong, 2021 ONSC 5774 at para. 13, citing LeVan v. LeVan, 2008 ONCA 388.

[436] I have taken the totality of the evidence with respect to the marriage contract into account and I have had regard to the direction of the Supreme Court of Canada in Anderson v. Anderson, at para. 38 that:

… the emotional complexities of family dynamics make contracting over domestic affairs unlike regular arm’s length transactions. The unique context out of which these agreements arise requires courts to approach them with keen awareness of their potential frailties to ensure fairness, having regard for the integrity of the bargaining process and the substance of the agreement.

[437] In this case, the court will exercise its discretion to set aside this marriage contract. It would be most unfair to allow the division of Hugh and Diana’s family wealth to be governed by contractual terms that were not intended to apply to assets which for the most part were accumulated after they had abandoned the contract. Fairness is an appropriate consideration: LeVan v. LeVan, 2008 ONCA 388, 90 O.R. (3d) 1, at para. 60.

[438] Respect for private ordering in the form of a marriage contract should not thwart the public policy objectives underlying family legislation, including the fair and equitable division of property: Anderson, at para. 3. This marriage contract was not a short document intended to effect a clean break, as was the case in Anderson. It was a prospective document which the parties decided no longer fit their circumstances, with the result that they abandoned it. It is hereby set aside.

In the Alternative: the Application of the Marriage Contract, if it is enforceable

[439] In the event that I am wrong in this conclusion, and if the marriage contract continues to be operative, I will consider its potential application in light of my finding that Hugh owned and continues to own all the shares in the first four subject corporations and 50% of the fifth subject corporation.

[440] I have found that none of the purported share transfers to Diana were effective. Thus, Hugh continued to own the shares in 217 at all material times. Diana never owned the shares.

[441] The marriage contract says, in para. 6, quoted above, that if there is a dispute as to the ownership of any “property”, “title” is conclusive proof of the titleholder’s separate and exclusive ownership.

[442] I decide first that this reference to “property” includes intangible personal property, such as corporate shares.

[443] Second, I find that the reference to “title” is not restricted to the registration of real property. It also applies to the holder of title to corporate shares, which is a reference to the legal owner of the shares.

[444] Third I accept that the reconstituted minute books are patently unreliable and reference in them to ownership does not constitute proof of title. I have found Hugh to be the owner of the shares based on the corporate records provided to the lenders, and the other evidence discussed above, not based on the reconstituted minute books.

[445] Fourth, I find that para. 6 is not applicable when considering the ownership of the shares of 217 at the time of incorporation (May 2008) or when 217 acquired the ACC units (August 2008) because there is no dispute that Hugh owned the shares at those times.

[446] Fifth, para. 6 of the marriage contract would not apply to documents purporting to transfer beneficial ownership of the shares from Hugh to Diana’s mother. The transfer of title to the shares to third parties, such as Diana’s mother, (which I have found did not happen) does not result in consequences pursuant to the marriage contract.

[447] Most importantly, the contract provides (para. 4(a)) that the parties are separate as to property.

[448] Having determined that Hugh owned the shares at all material times, Hugh’s title is conclusive proof of his separate and exclusive ownership of the shares.

[449] The conclusion, therefore, if the marriage contract applies, is that Hugh’s shares in the subject corporations are excluded from the definition of net family property (including each of Hugh and Diana’s shares (50%) in the fifth subject corporation, 982).

Conclusion

[450] Hugh is declared to be the sole legal and beneficial owner of all the shares in the capital of the first four subject corporations, and the owner of 50% of the shares in the capital of the fifth subject corporation, 982.

[451] The corporate records of all the subject corporations must be rectified to reflect his ownership of the shares and that he is the sole officer and director of the subject corporations, other than 982, for which company Diana shall remain an officer and director pending further order of this court (to be revisited once the Receiver has reported on what has happened within 982 while it has been under Diana’s sole control since the date of separation).

[452] Hugh is declared to be the owner of the other nineteen corporate respondents which did not deliver a pleading.

[453] A declaration will issue declaring the marriage contract is set aside.

[454] Hugh is entitled to remedies pursuant to s. 248 of the OBCA to ensure that any assets transferred out of the subject corporations after March 13, 2021, other than in the normal course of business, are held in trust for the applicable subject corporation or returned to that company, if that is still feasible and recommended from a tax perspective by the Receiver.

[455] Hugh is entitled to relief against DYPC and 230 to the extent necessary to facilitate these remedies.

[456] The Preservation Order is continued and the Receiver’s appointment is reaffirmed on the same terms, plus the Receiver, if it accepts the mandate, shall also take all necessary steps to preserve those assets and recover any assets improperly transferred out of the subject corporations.

[457] If the parties cannot agree on how to implement this judgment, I can be spoken to by arranging an appointment through the Family Court Office.

Costs

[458] The Applicant shall deliver his costs submissions in writing within 30 days.

[459] The Respondents shall deliver their Responding costs submissions within a further 30 days.

[460] No more than three sets of Respondents’ responding costs submissions may be submitted. One set may be submitted on behalf of the Respondents Diana, DYPC and 230, another set on behalf of Shawn Yeung, Theodore Yang and Gracia Wall and, one set on behalf of any other Respondents against whom costs are sought by the Applicant.

[461] The Applicant will then have 15 days to deliver any Reply costs submissions.

[462] Each set of costs submissions shall not exceed 5 pages, be double-spaced and comply with font and margin requirements mandated by the Rules. No footnotes are permitted, other than to reference Case Center pages for applicable court orders and endorsements. The only attachments permitted are a Bill of Costs and a copy of any Offer to Settle that is directly applicable. There will not be an oral hearing on costs, unless requested by the court after reviewing the written submissions. Written submissions should be emailed to my attention through the Family Court Office.

C. Stevenson J.

Released: April 28, 2026

CITATION: Kuang v. Young, 2026 ONSC 2091

COURT FILE NO.: FS-22-00029253-0000

DATE: 20260428

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

Hugh Kuang a.k.a. Herman Kuang a.k.a. Xiao Hui Kuang

Applicant

– and –

Diana Young

Respondent

Diana Young Professional Corporation and 2305969 Ontario Inc.

Respondents

Yun Han Wang a.k.a. Theodore Wong

Respondent

Xiang Qin Yang a.k.a. Shawn Yeung

Respondent

Hong Feng Wang a.k.a. Gracie Wall a.k.a. Gracia Wale a.k.a. Gracia Wall

Respondent

2174112 Ontario Inc., 2394049 Ontario Inc., 2691181 Ontario Inc., 2435982 Ontario Inc., 2690712 Ontario Inc.

Respondents

Albert Gelman Inc., Receiver for 2174112 Ontario Inc., 2394049 Ontario Inc., 2435982 Ontario Inc., 2690712 Ontario Inc., and 2691181 Ontario Inc.

Receiver

REASONS FOR JUDGMENT

C. Stevenson J.

Released: April 28, 2026