CITATION: Halliday v. Bromley, 2026 ONSC 2399

COURT FILE NO.: CV-19-00000031-0000 (Kingston)

DATE: 20260429

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

ROBERT HORNE HALLIDAY

Plaintiff

– and –

MIKE BROMLEY, THE WOLFE ISLAND TRUST INC. and SLATE SIGNS FROM ABOVE INC.

Defendants

G. Edward Lloyd, for the plaintiff

Joseph W. L. Griffiths, for the defendants

HEARD at Kingston: 20, 21, 22, 28 and 29 October 2025

REASONS FOR DECISION

MEW J.

[1] On Wolfe Island, where the waters of Lake Ontario flow into the St. Lawrence River, there lies a parcel of land that has been in the Halliday family for 150 years. Robert (“Bob”) Halliday inherited it from his parents. He invested in it, improved it, and loved it. It was all he had left.

[2] But Bob Halliday is not a careful man. Over the years, through misfortune and misplaced trust, he lost most of what he had inherited. A fraudster stripped him of his dignity and nearly of his land. A fire took his home. Creditors closed in on every side. In desperation, he turned to a friend – Mike Bromley – and asked him to hold the last eleven lots in his name, so that the creditors could not reach them.

[3] The lots were transferred into Mr. Bromley’s name. That much is common ground.

[4] What happened next – and, indeed, what truly happened at the time of the transfer – is bitterly in dispute.

[5] Mr. Halliday says he gave Mr. Bromley his own money to pay for the transfer and to cover the taxes: $80,0000 in cash, produced from an envelope, and counted out in hundred-dollar bills on a pool table in the basement of his friend, Christopher MacAuley. He says Mr. Bromley was never anything more than a trustee, holding the land until Mr. Halliday asked for it back.

[6] Mr. Bromley says nothing of the sort occurred. He says he bought the lots in the open market, paid for them out of his own substantial resources, and that Mr. Halliday – a man given to embellishment and seller’s remorse – has simply invented the story of the cash, the envelopes, and the trust.

[7] Between these two accounts there is no middle ground. One of these men is telling the truth. The other is not.

[8] The court must decide which is which – and then ask what equity demands of the answer.

The Evidence

[9] Mr. Halliday, who is now age 74, testified that the subject lots formed part of a substantial family land holding on Wolfe Island, which he inherited in 1970. He invested heavily in infrastructure – approximately $250,000 in roads, hydro poles, surveys and severances – in an attempt to develop the properties as a package. His efforts at selling the development failed.

[10] Mr. Halliday then became entangled with Calin Lawrynowicz, a Toronto lawyer, who promised to develop the property with Mr. Halliday. As an incentive, Mr. Lawrynowicz promised to give Mr. Halliday an income for life and build him a new house on one of the lots that he could live in for free. He also offered to – and did in fact – pay Mr. Halliday’s credit card bills from 2005 – 2009. Mr. Halliday subsequently discovered that Mr. Lawrynowicz was a con artist, who defrauded people out of between $18 million and $20 million, and was charged with fraud, became bankrupt, and was eventually disbarred: Law Society of Ontario v. Lawrynowicz, 2020 ONLSTH 12.

[11] In September 2012, a fire destroyed Mr. Halliday’s house on the property while he was away on holiday. He was underinsured and received approximately $330,000 for the contents, and $298,000 for the structure (the latter payable jointly to him and TD Bank, which held a mortgage on the property). TD obtained a judgment against him for approximately $540,000. In addition, Sonya Roberts (a creditor of Mr. Lawrynowicz who had taken over his interest in a lawsuit that he had commenced against Mr. Halliday), ultimately obtained a further judgment against Mr. Halliday in the amount of $375,000.

[12] Against this backdrop of mounting creditor pressure, Mr. Halliday says that he decided to transfer the eleven vacant lots on Wolfe Island to a third party’s name in order to shield them from his creditors.

[13] Mr. Halliday initially approached Colin Campbell, who was a family friend of long standing. Mr. Campbell testified at trial and confirmed that in 2012 or 2013, Mr. Halliday had approached him with a proposal to have the lots transferred into his name for no real value, with a further $25,000 to be provided to him to cover taxes, tax arrears and expenses. Mr. Campbell declined to participate in the scheme because he feared that if he were sued as a result of his commercial activities (as a plumber), the properties might be at risk while they were held in his name.

[14] After being turned down by Mr. Campbell, Mr. Halliday approached Mr. Bromley, who agreed to participate in the scheme. Mr. Campbell confirmed that, after he had declined to participate, he had been told by Mr. Halliday that Mr. Bromley had agreed to take the properties on similar terms.

[15] Mr. Halliday says that Mr. Bromley suggested pricing the transfers at $5,000 per lot to give the transaction an appearance of realism. Two real estate agents were retained to give the impression of arm’s-length negotiations. Drafts of the agreements of purchase and sale were transmitted back and forth between the agents to simulate negotiation. The agreements of purchase and sale were signed on 1 October 2013. The transactions closed three business days later, on 4 October, transferring the ownership of eleven vacant lots on Wolfe Island to Mike Bromley or his company, The Wolfe Island Trust Inc..

[16] Mr. Halliday testified that he withdrew approximately $334,000 from his Kawartha Credit Union account (funds which he had derived from the insurance proceeds for the contents), converted it into cash, and deposited the entire amount in a safety deposit box held in Mr. Bromley’s name at the Royal Bank of Canada. He then took two brown envelopes, respectively containing $55,000 for the purchase price of the eleven lots, and $25,000 for taxes and carrying costs – and handed them to Mr. Bromley at the home of Christopher MacAuley. He says that he money was counted out in $100 bills on Mr. MacAuley’s pool table.

[17] Mr. Halliday’s evidence was that the oral agreement was that Mr. Bromley would hold the lots in trust for him and return them whenever he asked, at no cost, since Mr. Halliday was funding the entire transaction. Mr. Halliday acknowledged that there was no written trust document. But he said that he trusted Mr. Bromley, having previously lent Mr. Bromley $300,000 by way of a cash loan, during Mr. Bromley’s divorce, which had been repaid by Mr. Bromley, albeit slowly.

[18] During the course of the trial, a substantial body of email correspondence between Messrs. Halliday and Bromley was placed before the court. Mr. Halliday relied heavily on these emails as evidence that Mr. Bromley acknowledged that he was holding money “for the lots” and thereby was implicitly acknowledging the trust arrangement. He pointed in particular to an email from Mr. Bromley stating that “the money I have for the lots has only ever been in one account at Kawartha” and references the lots having “gone into my [Bromley’s] name” as admissions that the money came from Mr. Halliday and that the properties remained his for the asking.

[19] Mr. Halliday could not, however, explain with clarity the movement of the insurance proceeds, admitting that there was only a single bank record covering the withdrawal, and that his account of having deposited the cash in a safety deposit box was not corroborated by any banking record. He also acknowledged that in an affidavit which he had sworn in January 2019 in connection with a motion for a certificate of pending litigation (“CPL”), he had made no mention of Mr. MacAuley or the pool table. He claimed that he had forgotten those details until Mr. MacAuley reminded him. He also accepted that in some of the emails, he had referred to “buying” the lots back from Mr. Bromley, and that he had told Mr. Bromley in August 2016 that he did not have the money to do the “reverse scheme”.

[20] During cross-examination, Mr. Halliday was challenged on his tendency to embellish, his history of failed transactions, and his persistent pursuit of parties who had purchased property from him.

[21] Christopher MacAuley, a Kingston businessman and friend of Mr. Halliday’s of approximately 30 years’ standing, also testified at trial. He said that in 2013 Mr. Halliday had asked him to act as a witness when he handed over the cash to Mr. Bromley. Mr. MacAuley confirmed that the meeting had taken place at his home. Mr. Bromley had arrived in a yellow car, described by Mr. MacAuley as a “clown car” with “Signs from Above” signage (as will be discussed, Mr. Bromley had a business called “Signs from Above”). Mr. MacAuley said that two brown envelopes containing $55,000 and $25,000 in $100 bills were counted out by Mr. Bromley on the pool table in his basement.

[22] Under cross-examination, Mr. MacAuley was reminded that he had sworn an affidavit in February 2019 in which he had said:

Bob could not remember where he had been when he gave Mike the cash as part of the deal. I had to remind him that he had done it at my house and specifically on my pool table.

[23] Mr. MacAuley attempted to wheel this evidence back, saying that Mr. Halliday had remembered being at Mr. MacAuley’s house when the funds were handed over, but had not remembered going into the basement.

[24] Mr. Bromley denied ever having been to Mr. MacAuley’s house or having met Mr. MacAuley before seeing him in court. He testified that at the material time he did not own, and had never driven, the yellow Smart Car with “Signs from Above” details (having acquired that car in 2016).

[25] The solicitor who acted for Mr. Halliday on the transaction was Jehuda Kaminer. He had acted for Mr. Halliday for approximately 25 years, and is also a personal friend of his. He testified that the transactions were carried out against his advice. The time between signing of the agreements of purchase and sale and closing was, he acknowledged, unusually short. Significantly, Mr. Kaminer advised Mr. Halliday to document the trust agreement, but Mr. Halliday refused, saying that Mr. Bromley was a close friend who he trusted completely.

[26] Mr. Kaminer – who was permitted to retire his licence to practice law in 2014 – had been asked if he could produce his transaction files. When he retired, he had turned his files over to another law firm, which in turn had handed the files over to be kept in trust by the Law Society. Mr. Kaminer’s initial belief was that the transaction files would be with the Law Society. However, he subsequently found them, along with some other files that he had thrown into two boxes to be sorted out at a later time which had ended up in his garage. He claims that the files were intact when he turned them over to Mr. Halliday’s counsel.

[27] Mr. Kaminer confirmed that Mr. Halliday was going to give Mr. Bromley cash plus an additional $25,000 to enable the properties to be carried without expense, and that when Mr. Halliday wanted them back, he just had to ask for them. Mr. Kaminer did not know whether the solicitors representing Mr. Bromley on the transaction would have known about the arrangement.

[28] Mr. Kaminer’s transaction files contained handwritten notes on the inside covers. In one file there was a notation: “Trust is for Bob”. In the other file he had written: “This is the one which is actually all Bob’s money. Bob says he needs nothing from Bromley, Prom note or IOU SC13-270 [the file number of the other transaction file]”.

[29] Mr. Kaminer acknowledged that the handwritten notes in these files bore no date and could have been added at any time. He agreed that there was no dated contemporaneous memorandum, letter or attendance note recording his concerns about the transaction, or confirming the existence of the trust. His reporting letters to Mr. Halliday following the closing were standard documents, with nothing to indicate that the transactions were anything other than genuine sales.

[30] Mr. Kaminer conceded that he had a professional duty to document his concerns about the transaction, but had failed to do so. However, he denied that he had assisted Mr. Halliday in perpetrating fraud against the land registry system in that the transaction was a sham and a fraud on Mr. Halliday’s creditors. Mr. Kaminer said that he had not thought about it that way at the time, but acknowledged that his prime motivation was his friendship with Mr. Halliday and that he was prepared to assist him to that extent.

[31] Mr. Kaminer was also asked about the registration, on 5 April 2022, of a discharge of a mortgage held by Mr. Kaminer on another property of Mr. Halliday’s. It was subsequently confirmed that this mortgage had been held in trust as security for an agreement and had been discharged in 2012, although the discharge had not been registered.

[32] Mike Bromley is a 66-year-old businessperson who has lived on Wolfe Island since 2005. He claims that the purchase of the lots from Mr. Halliday was a straightforward real estate transaction. Having sold an insurance brokerage business in December 2012, and owning multiple properties, GIC holdings and mortgages, he had more than adequate resources. He produced bank records showing a $55,000 transfer to his lawyer’s trust account. He also acknowledged having deposited $9,100 in cash to his Kawartha Credit Union account on 3 October and subsequently paying tax arrears of $15,053.40 by cash on 7 October 2013. He claimed it was not unusual for him to deal in cash.

[33] Mr. Bromley said that his realtor Wayne Spalding had alerted him to the availability of the lots in September 2013. He had made an offer through his agent, and the deal was accepted after several sign backs. The inclusion of a clause making him liable for up to approximately $25,050 in unpaid taxes (rather than deducting the arrears from the price) was, he said, because Mr. Halliday could not establish the total amount of the tax arrears, and wanted a quick closing. As noted, Mr. Bromley paid the tax arrears, in cash, on 7 October.

[34] Mr. Spalding did not testify.

[35] There was a flurry of emails between the parties on 3 and 4 August 2016. Extracts from those emails are tabulated below:

Date	Time	From	Text
03-Aug	7:58 AM	Halliday	Will u work with me until I can sell them? If not … then I guess I should have u give me back all my money that u have of mine; preferably in cash; with a full accounting of I think it was originally $25 or 26k
03-Aug	6:20 PM	Bromley	The money that I have for the lots has only ever been in one account at Kawartha and all that has come out of it was taxes, legal closing costs, and the fee to get legal information you requested on my legal business partner…the Lyrynowicz [sic] matter you dragged me into time and time again”. The balance of the funds is to pay GST on the lots which went into my name as I am legally on the hook for that. I’m also on the hook for capital gains if these lots are sold for more than what was paid for them. … How bout [sic] I just sign these lots over to you and you take care of the taxes, the maintenance, the farm forms, and all the issues you have about the condition of the roads, the names of the streets, and anything else that bothers you. I hope you can sell these lots and put losing property behind you
03-Aug	6:53 PM	Halliday	U know I cannot have the lots in my name Mike; if u can just help me a little longer? I can try & list them & see if someone can sell them?
03-Aug	8:08 PM	Bromley	You demanded a complete accounting and return of the money…they are going into your name. Then you call sell them and deal with the tax issues yourself
03-Aug	8:08 PM	Bromley	You demanded a complete accounting and return of the money…they are going into your name. Then you call sell them and deal with the tax issues yourself
03-Aug	11:30 PM	Halliday	U know I do not have the money & I can not afford to do that
03-Aug	11:38 PM	Bromley	Tell your Lawyer to draw up the offers at the same dollar values so you don’t feel like you’re being screwed. This deal can close late next week or early the following week if they get them to me this week. You’ll have your money and complete accounting as you demanded and total freedom to sell them off as a group or singly.
03-Aug	11:43 PM	Bromley	You want your money and a complete accounting. You do have the money to re-claim your properties and dispose of them as you wish. This is not my problem. I am through helping you because I am through getting crapped on
04-Aug	8:36 AM	Bromley	You demand your money back with a complete accounting. We are done. I am done. Get these lots in your name so that I am no longer involved…You want legal control of these lots, you want the money, you want the accounting, you want to sell them
04-Aug	2:01 PM	Bromley	I am not interested in involving myself in the sale of these lots with a Realtor. You buy/transfer them and take over all the dealing an owner should

[36] Mr. Bromley acknowledged that he had on occasion referred to the lots informally as “Halliday’s lots” and that when Mr. Halliday had pressed him, he had said such things as “if you want them back, have your lawyer make me an offer”. He had even offered to transfer them back for what he paid. He said that this was because Mr. Halliday was a persistent and difficult man, and that he thought agreeing to consider it was the easiest way to end the conversations, but not because the property was held in trust. In the meantime, in 2017, Mr. Bromley paid approximately $3,000 in back taxes on Mr. Halliday’s remaining lot, saying that he did so as “a favour”.

[37] Mr. Bromley offered the view that Mr. Halliday has a history of “seller’s remorse”. He said that there had been a similar situation with another lot of Mr. Halliday’s which he had sold to Bill Coffin, who was a friend of Mr. Bromley’s.

Discussion and Analysis

[38] The most powerful evidence supporting the plaintiff’s account is found in the email exchanges between Mr. Halliday and Mr. Bromley in August 2016 and March 2017.

[39] The string starts with Mr. Halliday’s email demanding an accounting and return of “all my money that u have of mine; preferably in cash; with a full accounting of I think it was originally $25 or 26k”. In his responses, Mr. Bromley did not ask Mr. Halliday what he was talking about, or assert that the lots were his and he had none of Mr. Halliday’s money. Instead, he wrote: “The money that I have for the lots has only ever been in one account at Kawartha and all that has come out of it was taxes, legal closing costs, and the fee to get legal information you requested on my legal business partner…the Lyrynowicz [sic] matter you dragged me into time and time again”. He added: “The balance of the funds is to pay GST on the lots which went into my name as I am legally on the hook for that. I am also on the hook for capital gains if these lots are sold for more than what was paid for them”.

[40] Mr. Halliday relies heavily on the phrase “the lots which went into my name” as an admission that the lots merely went in Mr. Bromley’s name – consistent with a sham transfer – rather than being purchased by him. He also relies on the reference to “the money I have for the lots” as an admission that he was holding Mr. Halliday’s money in connection with those properties.

[41] Mr. Bromley insisted that the reference to “the money I have for the lots” was to his own money and to money that he was holding in connection with farm tax credits and potential future expenses. As for the phrase “went into my name”, Mr. Bromley claimed that this simply described the registration. He denied that it was an acknowledgment of a trust fund.

[42] Later on in the same exchange, at 8:08 p.m., Mr. Bromley wrote: “You demanded a complete accounting and return of the money…they are going into your name. Then you can sell them and deal with the tax issues yourself”. At 5:00 p.m. on the next day (4 August), he wrote: “Get these lots into your name so that I am no longer involved…You want legal control of these lots, you want the money, you want the accounting, you want to sell them”. Then at 11:38 p.m. Mr. Bromley wrote:

Tell your Lawyer to draw up the offers at the same dollar values so you don’t feel like you’re being screwed. This deal can close late next week or early the following week if they get them to me this week. You’ll have your money and complete accounting as you demanded and total freedom to sell them off as a group or singly.

[43] A few minutes later, at 11:43 p.m., Mr. Bromley, largely repeating himself, said: “You want your money and a complete accounting. You do have the money to re-claim your properties and dispose of them as you wish. This is not my problem. I am through helping you because I am through getting crapped on”.

[44] At 8:36 a.m. on 4 August, Mr. Bromley writes: “You demand your money back with a complete accounting. We are done. I am done. Get these lots in your name so that I am no longer involved…You want legal control of these lots, you want the money, you want the accounting, you want to sell them”. At 11:59 a.m., Mr. Bromley tells Mr. Halliday to: “Get them [the lots] into your name and I’m out of the picture…” And at 2:00 p.m., Mr. Bromley says that: “I am not interested in involving myself in the sale of these lots with a Realtor. You buy/transfer them and take over all the dealing an owner should”.

[45] In none of these emails is there a clear statement by either of the protagonists of the positions they now take, namely Mr. Halliday’s assertion that the funds are held in trust, and Mr. Bromley’s position that he is the legal owner of the properties and without any obligation to transfer them to Mr. Halliday.

[46] That said, I note that on the CPL motion, Justice MacLeod-Beliveau made reference to the portion of an email exchange between the parties on 3 August 2016, when Mr. Bromley said, in part:

How bout [sic] I just sign these lots over to you and you take care of the taxes, the maintenance, the farm forms, and all the issues you have about the condition of the roads, the names of the streets, and anything else that bothers you.

I hope you can sell these lots and put losing property behind you[.]

[47] Justice MacLeod-Beliveau found that these words were not compatible with Mr. Bromley’s position that he is the legal owner of the disputed properties: Halliday v. Bromley, 2019 ONSC 1670, at para. 26.

[48] To similar effect, Mr. Halliday relies on a further email in which Mr. Halliday wrote to Mr. Bromley, referring to an agreement to transfer the lots back “as soon as possible” and that Mr. Bromley responded, again, by asking Mr. Halliday to make him an offer – not by denying the arrangement.

[49] As already noted, Mr. Kaminer produced two file folders from the transactions transferring the properties from Mr. Halliday to Mr. Bromley, which he had found unexpectedly in his garage after retirement, having believed them to be held by the Law Society. He testified that the handwritten notes “Trust is for Bob” and “this is the one which is actually all Bob’s” reflected his contemporaneous understanding that the transactions were shams, and that Mr. Halliday remained the beneficial owner throughout.

[50] Mr. Kaminer denied having added these notes after finding the files. However, he also confirmed that the reporting letters he sent to Mr. Halliday recorded the amounts paid out to Mr. Halliday’s related company and to Mr. Halliday personally – a total of $42,489.35 – as being the net proceeds of the two transactions after legal fees and disbursements, and that the closings were structured so that money flowed lawyer to lawyer in the usual way. There was no reference to the existence of any sort of trust arrangement.

[51] Mr. Kaminer also confirmed that Mr. Halliday had money at the time of the transactions, that he did not trust the banking system, and that he was known to keep large amounts of cash.

[52] Mr. Campbell has no financial interest in the outcome of this proceeding. He confirmed having turned down a request from Mr. Halliday to fulfill the role that was subsequently taken on by Mr. Bromley. However, Mr. Campbell also confirmed that his understanding of the purpose for the transfer was to put the lots beyond the reach of Mr. Halliday’s creditors. He also confirmed that after he had declined, Mr. Halliday had told him that Mr. Bromley had agreed to take the properties on the same terms. Mr. Campbell’s evidence was not shaken under cross-examination.

[53] The evidence of Mr. MacAuley, if accepted, would be strongly corroborative of Mr. Halliday’s position. The defendants, however, point to the fact that initially, when he filed his first affidavit in support of his CPL motion, Mr. Halliday did not even mention Mr. MacAuley and the cash transaction that had taken place in Mr. MacAuley’s basement. Furthermore, as already noted, Mr. MacAuley had originally claimed that Mr. Halliday could not remember where he had been when he handed over the cash, but at trial, modified this position to say that while Mr. Halliday had remembered being at Mr. MacAuley’s house, he had not remembered the detail about the basement being the location of the cash transfer. Certainly there are concerns about how reliable aspects of Mr. MacAuley’s testimony are.

[54] Other evidence which the plaintiff points to as supportive of his position includes what he claims to be a significant undervaluation of the lots. According to an appraisal by Bill McCutcheon in May 2012, the eleven lots were worth a minimum of $60,000 each. Yet the agreed purchase price across both transactions was $55,000 in total, or $5,000 per lot. Mr. Halliday argues that no plausible commercial explanation is offered by the defendants for purchasing the land at roughly one-twelfth of its appraised value, other than the fact that Mr. Bromley had suggested $5,000 per lot because it would “look more realistic”.

[55] Mr. Halliday also points to the coincidence of the amounts involved. The total consideration under the two agreements for purchase and sale was $55,000 in purchase price, together with a liability of up to $11,400 in unpaid taxes on the five lots personally purchased by Mr. Bromley and up to $13,650 on the six lots purchased through Wolfe Island Trust Inc., a combined maximum of $25,050. The total of $55,000, plus $25,050, is $80,050, which differs by only $50 from the $80,000 ($55,000 plus $25,000) that Mr. Halliday says he handed over to Mr. Bromley in cash. He submits that this cannot be a coincidence.

[56] As to the trust which Mr. Halliday says he reposed in Mr. Bromley, there is no dispute that, in around 2009, while Mr. Bromley was going through a divorce, Mr. Halliday had loaned him $300,00 in cash by way of a bank draft. This was done on the strength of a handshake, and with no documentation. The loan was repaid – slowly but with interest. Mr. Halliday argues that this is significant in two respects. First, it confirms a relationship of a deep personal trust between the two men, explicable only in the context of genuine friendship and explaining why Mr. Halliday felt able to proceed without a written trust document. Second, it is consistent with Mr. Halliday’s description of himself as a man who conducted significant financial transactions informally, and on the basis of personal trust.

[57] Notwithstanding the fractious tone of the email exchanges between the parties in August 2016, at some point, Mr. Bromley had, at Mr. Halliday’s request, paid the municipal taxes on Mr. Halliday’s remaining property (referred to as Part 14, a waterfront lot not the subject of this litigation). This had occurred at some point during the period when they were supposedly on poor terms. Mr. Bromley did not deny having done so, attributing it to a general tendency to help people out.

[58] Similarly, a corporate search was obtained by Mr. Bromley into the legal services company owned by Mr. Lawrynowicz, again at Mr. Halliday’s request. Mr. Halliday says this was paid for out of the $25,000 carrying fund. In the absence of any clear alternative explanation for why Mr. Bromley would have done this search on behalf of a man he now says was simply a former vendor, Mr. Halliday points to this and the property tax payment on Part 14 as confirmatory of the existence of a trust relationship.

[59] Finally, when considering evidence which supports Mr. Halliday’s position, there is the role played by cash transactions generally. Mr. Bromley paid the outstanding property taxes on the eleven lots in cash at the Township office in Marysville, Wolfe Island on 7 October 2013, a payment of $15,053.40. Just the previous week, he had made a cash deposit to his Kawartha Credit Union account of $9,100 (3 October 2013), as well as a $9,000 deposit to his RBC account (it is not entirely clear whether this was a cash deposit or not). The plaintiff noted that Mr. Bromley, by his own admission, normally paid his property taxes online. He submits that the cash payment at the Township office, and the deposits to two different accounts in amounts fractionally below the $10,000 FINTRAC cash reporting threshold, is consistent with Mr. Bromley handling Mr. Halliday’s cash, rather than his own money.

[60] Against these assertions on behalf of Mr. Halliday stands the obvious fact that there is a complete absence of trust documentation. There is no trust deed, no promissory note, no side letter, no attendance note, and no contemporaneous email or message in which the word “trust” is used in connection with the arrangement between the parties. Both sides were represented by solicitors. Mr. Kaminer himself conceded that he had a professional duty to document his client’s instructions and his own concerns about the transaction, yet he had not done so. His reporting letters – the closest thing to a contemporaneous record – were entirely standard and gave no indication to any reader that the transactions were anything other than what they appeared to be: arm’s-length sales of eleven vacant lots. Mr. Kaminer agreed that absent the notes that he had made on the covers of his files, no reader would know that there was something unusual.

[61] The complete absence of documentation is, on its face, a significant deficiency in the plaintiff’s case, the more so because Mr. Kaminer had specifically advised Mr. Halliday to document the arrangement.

[62] The transactions were completed using standard OREA forms of agreement and purchase and sale, signed by both parties after several sign backs through real estate agents acting on each side. The agreements contain standard “entire agreement” clauses providing that the agreements constitute the entirety of the bargain and that there are no collateral agreements or representations affecting the transaction. The instruments of transfer registered on title contain solemn declarations that, amongst other things, the transferor does not retain “the fee or the equity of redemption in, or a power or right to grant, assign or exercise a power of appointment with respect to” the lands being conveyed. By Mr. Halliday’s own account, this declaration was false: neither the agreements nor the transfer documents contain any reference to a loan, a trust, or any right of Mr. Halliday to demand return of the properties.

[63] There is no doubt that Mr. Bromley was in a financial position to come up with the necessary funds. While Mr. Halliday was able to produce evidence that he had deposited a cheque (these proceeds) in the amount of $333,750 to his Kawartha Credit Union Account, and withdrawn cash of $334,000, there is no record of an attendance at the Royal Bank of Canada to access Mr. Bromley’s safety deposit box, which is where Mr. Halliday says he put the cash. Under cross-examination, Mr. Halliday conceded that he had no independent recollection of actually attending the bank and requesting $334,000 in cash. Furthermore, the $334,000 withdrawal could have been a cheque or bank draft payable to someone other than Mr. Halliday, rather than a cash withdrawal. Mr. Halliday was unable to rebut this effectively.

[64] Mr. Halliday was strongly challenged about his evidence of counting out money on Mr. MacAuley’s pool table. Mr. Halliday had conceded that the handing over of the cash would be a “pretty memorable” event, and a novel transaction. Yet he conceded that he had initially forgotten to mention how the transfer was effected, and was reminded only when he subsequently ran in to Mr. MacAuley. The defendants suggest that the pool table account is an invention, which emerged only when Mr. MacAuley’s evidence was needed for the CPL motion.

[65] Mr. Bromley also finds support for his position in the exchange of emails in August 2016. On 3 August Mr. Halliday had written: “I am trying to do some type of business agreement with u to keep u happy until I can sell those lots; u say they will not sell now, so what am I supposed to do? I need your help until I can sell them?” It was suggested by the defendants that these are not the words of a beneficial owner demanding the return of his property from a trustee; they are the words of a man seeking Mr. Bromley’s co-operation with a commercial transaction that he hoped Mr. Bromley would support.

[66] Later in the same day Mr. Halliday had written: “U know I cannot have the lots in my name Mike; if you can just help me a little longer?” On Mr. Bromley’s behalf it is submitted that this acknowledges that the lots cannot be in Mr. Halliday’s name, which is inconsistent with his assertion that there is a trust that he can enforce at any time. And, as previously noted, Mr. Halliday had acknowledged that he did not have the money to do the “reverse scheme that we did originally”. If the lots were held in trust for him, and could be recovered on demand at no cost, as he claims, it is hard to understand why money would be needed or why he would frame the matter as a “reverse scheme”.

[67] The motivation for the transaction is also questioned. One of the premises of Mr. Halliday’s account is that the transfer was motivated by a need to protect the lots from creditor claims. However, by August 2013 – two months before the transactions closed – Mr. Lawrynowicz as trustee in bankruptcy had written to all creditors saying that the claim against Mr. Halliday was not being pursued. Whatever threat Mr. Lawrynowicz had represented was effectively extinguished before the transactions were completed. While the TD Bank threat was real, TD’s judgment against Mr. Halliday had only been obtained in April 2013, and the bank obtained possession of the fire damaged house lot by way of power of sale in 2013 – contemporaneously with the closing of the lots transactions. Accordingly, Mr. Bromley questions whether the creditor protection motive was as pressing as Mr. Halliday suggested, or whether it has been emphasised retrospectively to justify the arrangement.

[68] During the course of the trial, repeated assertions were made that Mr. Halliday has demonstrated a pattern of seller’s remorse in his prior dealings. He had sold a waterfront lot to Bill Coffin, a friend of Mr. Bromley’s, for $160,000. Mr. Halliday had said that there was an informal understanding that Mr. Coffin would sell it back within a year. When Mr. Coffin declined to do so, except at a substantially higher price, Mr. Halliday pursued the matter with Mr. Bromley and others. He acknowledged in cross-examination that he could not remember whether there was a formal buy back covenant, but that he would have liked the property back.

[69] Mr. Bromley submits that Mr. Halliday’s approach to him to assist him with persuading Mr. Coffin to sell the property back, fits a consistent pattern: he sells property when he needs money, then attempts to recover it when his financial position improves or when he finds another development opportunity.

[70] Indeed, the defence posits that what was described as the “Eco Village project” – a scheme in which Mr. Halliday had at least some involvement, and which proposed to assemble lots (including the eleven lots that are the subject of this litigation) under a single management group – is the true reason for the current litigation, rather than the enforcement of pre-existing trust rights.

[71] The plaintiff and the defendants offer fundamentally different readings of the August 2016 emails, and neither of the interpretations they urge is inherently implausible.

[72] The plaintiff says that the language – “the money I have for the lots”, “the lots which went into my name”, “get these lots into your name”, “you want your money and a complete accounting” – indicates a clear acknowledgment of the trust arrangement.

[73] The defendants say the same passages are consistent with him offering to sell the lots back at cost, referring in conventional terms to the registered title, and dealing pragmatically with a difficult former friend. The question of whether these emails “manifested and proved” the trust, or merely reflects a man trying to be accommodating to a persistent acquaintance, is ultimately one of impression and credibility.

Findings

[74] I agree with the defendants that credibility is central to this case. The defendants refer me to the advice given to trial judges by O’Halloran J.A. in Faryna v. Chorny, [1952] 2 D.L.R. 354 (B.C.C.A.), at 357:

The credibility of interested witnesses, particularly in cases of conflict of evidence, cannot be gauged solely by the test of whether the personal demeanour of the witness carried conviction of the truth. The test must reasonably subject his story to an examination of its consistency with the probabilities that surround the currently existing conditions. In short, the real test of the truth of the story of a witness in such a case must be its harmony with the preponderance of the probabilities which a practical and informed person would readily recognize as reasonable in that place and in those conditions.

[75] O’Halloran J.A. went on to note that: “[t]he law does not clothe the trial Judge with a divine insight into the hearts and minds of the witnesses” and reminded judges that their findings on credibility should be based not on one element only to the exclusion of others, but on all the elements by which it can be tested in the particular case.

[76] In the present case, the two principals are on and off friends of long standing. As I stated at the beginning of my reasons, Mr. Halliday is not a careful man. He has, at times, had big ideas for his properties on Wolfe Island. But he has either been unlucky or exercised poor judgment, or perhaps a bit of both. Clearly his involvement with Mr. Lawrynowicz put a significant dent in his fortunes. He then suffered the bad luck of the destruction of his house by fire at a time when it was underinsured. That said, I accept that he is a trusting person. He lent Mr. Bromley $300,000. Nothing was documented. It was a substantial loan based on no more than a handshake. The loan was repaid, albeit over time – with interest.

[77] Although the evidence suggests that the immediate threat from the trustee in bankruptcy of Mr. Lawrynowicz had abated shortly before the transaction which gives rise to this litigation, Mr. Halliday was still in considerable financial jeopardy. The bank had a substantial judgment against him which was only going to be partially satisfied by the forced sale of the property on which the house destroyed by fire had been located.

[78] Having tried to make an arrangement with Mr. Campbell, Mr. Halliday turned to his friend Mr. Bromley. Even in circumstances of financial distress, and despite the limited property valuation evidence, the sale of eleven lots for $55,000 is unlikely to have been regarded as commercially responsible. It is the sort of transaction that was most likely effected for an ulterior purpose.

[79] Although different views were expressed about the true value of the properties, the existence of an appraisal suggesting that the lots might have been worth as much as $60,000 each was not counteracted at trial by anything more than Mr. Bromley’s views, in the 2016 email exchanges, that properties could only be shifted if Mr. Halliday gave them away.

[80] I accept that Mr. Halliday’s prime motivation in transferring the property to Mr. Bromley was to put the properties out of jeopardy arising from his ongoing turbulent financial circumstances. I further accept that Mr. Bromley knew this. I also accept – without necessarily believing the entire “pool table” tale – that Mr. Halliday provided Mr. Bromley with $80,000 – $55,000 of which represented the purchase price, and $25,000 of which was to cover arrears of taxes and other property related expenses.

[81] Nothing in the evidentiary record indicates that, as between Mr. Halliday and Mr. Bromley, anything confirming the existence of the true nature of their arrangement was put in writing.

[82] The defendants argue that the absence of any trust documentation — deed, side letter, attendance note, or contemporaneous memorandum — is not a gap in the evidence to be explained away; it is conclusive evidence that no trust existed, because a solicitor of Mr. Kaminer's experience would unquestionably have documented such an arrangement had it been real.

[83] The only evidence which approaches written confirmation of the true nature of the transaction are the scratchings made in handwriting on the cover of Mr. Kaminer’s transaction files.

[84] The defendants suggest that Mr. Kaminer may have made these inscriptions after the event in order to support his friend.

[85] While Mr. Kaminer has undoubtedly shown poor judgment, not only by failing to fully discharge his duties relating to this transaction, but, also, (although unrelated to the issues between the parties in this case) by registering a mortgage that did not reflect a genuine underlying obligation, I accept Mr. Kaminer’s assertion that he did not add the notes to the covers of his file folders at a later time. I also accept his evidence that he believed that the files had been transmitted, along with his other client files, to the successor law firm that took over his practice, and from that law firm to the Law Society. It was only after he was contacted by the plaintiff’s current litigation counsel and asked for the files, that they were discovered among other files that had been placed in two boxes that were in his garage.

[86] The allegation that Mr. Kaminer would, at that point, have embellished the files before handing them over to litigation counsel would amount to an extremely serious act of dishonesty on his part. While there can be many criticisms of Mr. Kaminer’s lack of professionalism associated with these transactions, I am not persuaded that he acted in the dishonest manner suggested by the defendants. I therefore accept that he made the contemporaneous notes that are found on the files.

[87] Ultimately, Mr. Halliday and Mr. Bromley both knew that the transaction was an irregular one. Indeed, an improper one, given the language of the agreement of purchase and sale and the representations made through the land titles process. Mr. Kaminer was similarly culpable. While there is no indication that the solicitor who represented Mr. Bromley had the same level of knowledge, that solicitor would also have known that this transaction had many unusual features, not the least of which was a three day interval between the agreements of purchase and sale and closing and, as a result, a complete lack of the due diligence that one would normally expect to find in a commercial real estate transaction.

[88] Mr. Halliday instituted these proceedings when it became clear that Mr. Bromley was not prepared to transfer the properties back to him. Whether he did so because, as he claims, he now wants to sell the properties on commercial terms so that he can meet the demands of his creditors, or so that he can engage in some other commercial venture, is not something that can be gauged on the evidence.

Applicable Legal Principles

[89] I now turn to applicable legal principles.

The Oral Trust and the Statute of Frauds

[90] The plaintiff's primary claim is that the 11 lots are held on an oral secret express trust by Mr. Bromley for Mr. Halliday. The defendants assert, and the plaintiff concedes, that section 9 of the Statute of Frauds, R.S.O. 1990, c. S.19, requires that all declarations or creations of trusts of land be manifested and proved by writing signed by the party enabled to declare the trust. The plaintiff accepts that there is no such writing directly creating the trust.

[91] Mr. Kaminer’s file notes record, in the words of the solicitor who carried out both transactions"Trust is for Bob" and "This is the one which is actually all Bob's." They are signed, in the sense of being inscribed on files attributable to a named solicitor acting in a professional capacity; I have accepted that they are contemporaneous with the transaction; and they manifest and prove the existence of the trust with sufficient clarity. The defendants’ submission that the notes might have been inserted retrospectively has been rejected. The statute's requirements are therefore satisfied by documents in existence at the time the trust was created, and the defendants can no longer rely on the absence of writing as a complete answer.

[92] Furthermore, as the court held in Rochefoucauld v Boustead [1897] 1 Ch. 196 (EWCA), and as Gordon v. Handford (1906), 16 Man. L.R. 292 confirmed, documents proving the trust need not be contemporaneous with its creation; even post-dated writings may manifest and prove a trust that was created earlier. The Kaminer notes, being contemporaneous rather than later in time, are the stronger for it.

[93] The principle established in Rochefoucauld v Boustead [1897] 1 Ch. 196, applied in Canada in Gordon v. Handford (1906), 16 Man R. 292, holds that the Statute of Frauds does not prevent proof of a fraud, and that it is a fraud on the part of a person to whom land is conveyed as trustee, who knows it was so conveyed, to deny the trust and claim the land for himself. The consequence is that parol (oral) evidence is admissible to prove the trust. Once Mr. Bromley denied the trust and asserted absolute ownership, he committed the fraud that lifts the statute's bar.

[94] I have found that Mr. Bromley knew, at the time of the conveyances, that they were not genuine sales but devices to hold the lots on trust for Mr. Halliday. His subsequent denial of the trust and assertion of absolute ownership is precisely the fraud that, as Lindley L.J. stated in Rochefoucauld, entitles the plaintiff to prove the trust by parol evidence notwithstanding the statute. The oral evidence of Messrs. Halliday, Campbell, MacAuley and Kaminer is therefore admissible, and the email correspondence — in which Mr. Bromley acknowledged holding money "for the lots" and referred to the lots having "gone into my name" — constitutes strong corroboration of the express oral arrangement.

[95] The defendants’ Statute of Frauds argument accordingly fails on two independent grounds: the writing requirement is satisfied by Kaminer's genuine contemporaneous notes; and the fraud exception is engaged by Mr. Bromley's knowing denial of a trust of which he was fully aware.

The Type of Trust Established

[96] I have found that Mr. Halliday did provide the money to Mr. Bromley for him to take legal title to the lots, that he expected Mr. Halliday in due course to transfer them back, and that all parties involved in the transactions knew that they were irregular and improper. These findings establish the three certainties required for a valid express trust:

a. There is certainty of intention: Mr. Halliday transferred the lots in the expectation that the defendants would hold them and return them on request. Mr. Kaminer knew of and recorded the trust character of the arrangement, and all parties understood the transactions to be irregular devices rather than genuine sales.

b. There is certainty of subject matter: the 11 lots are precisely identified.

c. There is certainty of objects: the beneficiary is Mr. Halliday.

The express trust is therefore made out, subject only to the question of enforceability, which is addressed below.

[97] In the alternative, the evidence would also support the establishment of a resulting trust. Resulting trusts arise by operation of law in the absence of an intention to confer full rights of ownership on a recipient of property.

[98] The defendants argue that equity presumes bargains, not gifts, and that a resulting trust arises only on gratuitous transfers. Where a person provides the purchase price and legal title is taken in another's name, equity raises a resulting trust in favour of the person who provided the funds: Pecore v. Pecore, 2007 SCC 17, at paras. 24–26; Dhillon v. Brar, 2019 ONSC 4066, at para. 11. The onus would then shift to Mr. Bromley to rebut that presumption, but the finding that all parties knew the transactions were irregular and improper — and that there was no intention to confer full beneficial ownership on the defendants — makes that rebuttal unachievable on the facts as found.

The Effect of Land Titles Act Registration

[99] The defendants rely on section 78(4) of the Land Titles Act, R.S.O. 1990, c. L.5, which provides that when registered, an instrument is deemed to be embodied in the register and to be effective according to its nature and intent, creating the interest mentioned therein.

[100] The defendants argue that the transfers of 4 October 2013 are registered instruments conveying the lots to Mr. Bromley personally and to his company Wolfe Island Trust Inc. They must be taken to be effective according to their nature — namely, as outright transfers of the legal and beneficial title for valuable consideration.

[101] The plaintiff asks the court to look behind registered title; the defendants submit that the statute forecloses that exercise in the absence of compelling evidence of a trust, which evidence is absent.

[102] Given my conclusions on the existence of a trust in favour of the plaintiff, the defendants’ reliance on section 78(4) of the Land Titles Act is significantly weakened. The effect of registration is not absolute; it yields to equitable interests, including those arising under trust law. Once a trust — whether express or resulting — is established, the registered title does not extinguish the beneficial interest: Gheisari v. Gheisary, 2022 ONSC 7236, at paras. 55, 62 and 82.

Clean Hands and the Fraudulent Conveyance Bar

[103] Mr. Halliday transferred the lots in order to put them beyond the reach of his creditors. This is not a peripheral matter: it is the entire purpose of the arrangement as found.

[104] The defendants submit — supported by a line of authority — that a party who transfers property to defraud creditors cannot call on the court to enforce the trust he thereby created and recover the property. The law will leave him where he has placed himself.

[105] A number of authorities are relied upon by the defendants. In Maysels v. Maysels (1974), 3 O.R. (2d) 321 (Ont. C.A.), affd. Maysels v. Maysels, the Ontario Court of Appeal applied the principle that a court of equity will not assist a party to recover property transferred for fraudulent purposes. In Khan v. Taji, 2020 ONSC 6704 at paras. 90–103, the court held that plaintiff’s admitted fraudulent intent to shield properties from her husband during her marriage defeated her right to seek equitable relief. Pattinson v. MacDonald, 2021 BCSC 652 at paras. 26–34 is to the same effect.

[106] The principle underlying these cases is twofold. First, it reflects the maxim that a person who comes to equity must come with clean hands: a party who invokes the court's equitable jurisdiction to enforce a trust must not itself be guilty of inequitable conduct in connection with the very subject matter of his claim. Second, it reflects the public policy that courts should not be instruments for unravelling arrangements designed to defeat creditors, particularly at the instance of the very person who devised the fraud.

[107] The plaintiff's answer rests on Palkowski v. Ivancic, 2016 ONCA 762. That case established that the clean hands doctrine, in the trust context, operates not as an absolute bar but as a matter for the court's discretion. The court retains jurisdiction to grant relief even to a plaintiff who lacks clean hands, where the balance of equities demands it. The question is not merely whether the plaintiff behaved inequitably, but whether granting relief in all the circumstances serves or undermines equitable principles.

[108] The plaintiff's submission is that refusing relief in this case would not serve the creditors whose protection the clean hands doctrine is said to serve — it would do the opposite. TD Bank holds a judgment of approximately $972,000 against Mr. Halliday. Sonya Roberts holds a further judgment of $375,000. These are the parties who would benefit from the return of the lots, which Mr. Halliday says he intends to sell to satisfy those very judgments. The creditors whose interests underpin the fraudulent conveyance cases are not parties who would be harmed by enforcing the trust here; they are parties who would directly benefit. To apply the clean hands bar in these circumstances would not vindicate any creditor interest; it would enrich the defendants at the creditors' expense. It would, in effect, allow Mr. Bromley to profit from his participation in an arrangement that he knew to be irregular and improper.

[109] Mr. Bromley is not an innocent third party caught up in someone else's fraud: he was a knowing and willing participant in a scheme that all parties knew to be improper. The clean hands doctrine is directed primarily at preventing plaintiffs from using equity as a tool of their own wrongdoing; it is a different matter when both parties are equally implicated in the underlying impropriety. As between two equally wrongful parties, equity does not simply leave matters as they stand if doing so would enrich one at the expense of the other and, incidentally, at the expense of innocent third parties — namely the judgment creditors.

[110] The fraudulent conveyance authorities relied upon by the defendants — Maysels, Khan, and Pattinson — all concern cases where the transfer was made without consideration and the transferee was either innocent or at least not a co-participant in the fraudulent purpose. In none of those cases did the court have to address a situation where the alleged trustee was himself a knowing and willing party to the irregular arrangement and then sought to retain the property as a windfall. My finding that Mr. Bromley knowingly accepted and facilitated Mr. Halliday’s scheme to shield his assets distinguishes this case from the standard fraudulent conveyance scenario on precisely that basis.

[111] The relevant question under Palkowski is whether the court's discretion should be exercised in favour of relief having regard to all the circumstances. Three factors point strongly in favour of exercising the discretion for the plaintiff. First, Mr. Bromley's own knowledge and participation in the irregular arrangement means that refusing him the windfall of absolute ownership does not harm any innocent party; it simply prevents unjust enrichment at the expense of both Halliday and his legitimate creditors. Second, the creditors in whose interest the fraudulent conveyance bar is said to operate are in fact the beneficiaries of the relief sought, not its victims. Third, the court's refusal to enforce the trust would not leave the parties in the position they were in before the wrongful conduct — it would permanently transfer to Mr. Bromley the benefit of an arrangement that I have found he never legitimately acquired. This is unjust enrichment in the most straightforward sense.

[112] Against this, the defendants can argue that to enforce the trust is to give effect to a fraudulent conveyance, which is itself contrary to public policy; that Mr. Halliday chose to conduct his affairs outside the law and should bear the consequences of that choice; and that extending the Palkowski discretion to cover a case of deliberate creditor fraud goes further than the authorities warrant. The strength of this counter-argument lies primarily in deterrence: if courts routinely assist parties in recovering property they transferred to defeat creditors, the mechanism of fraudulent conveyance is undermined.

[113] The resolution of this tension is the most difficult question in the case. On the specific findings made, however, the balance of equitable considerations favour the plaintiff, primarily because of the combination of Mr. Bromley's knowing participation and the fact that enforcement of the trust serves rather than frustrates the interests of innocent creditors.

Accounting for the $25,000

[114] Having found that Mr. Halliday provided the defendants with $25,000 to cover carrying costs, taxes and expenses, the plaintiff is entitled to an accounting for the $25,000 fund: what was spent on the lots (for which Mr. Bromley is entitled to credit), and what remains (which must be returned to Mr. Halliday). The relevant legal framework is that of a trustee's obligation to account for trust money applied in carrying out his trust duties. The balance of the fund, if any, after proper credits, is held on trust for Mr. Halliday and must be returned.

Relief

[115] Mr. Halliday is entitled to a declaration that Mr. Bromley (and Wolfe Island Trust Inc.) hold the 11 lots on trust for Mr. Halliday, together with an order for reconveyance.

[116] An accounting for the $25,000 fund should also be ordered, with the defendants credited for sums properly expended on the lots (taxes, maintenance, and other carrying costs), but required to return or pay over any balance.

[117] The defendants have paid property taxes and other outgoings related to the lots since 2013. To the extent those payments were made from the $25,000 trust fund, they are already accounted for. To the extent they were paid from their own resources in excess of the trust fund — which, on the findings, would be limited — they would be entitled to a lien on the lots for the balance, consistent with the approach adopted in Gordon v. Handford, where the court directed that the trustee's legitimate claims be taken into account before requiring reconveyance.

Costs

[118] If costs cannot be agreed, the parties shall provide written submissions as follows:

a. Within 10 business days of these reasons being released, the plaintiff shall deliver a written submission not exceeding 4 pages, a costs outline and particulars of any offers to settle;

b. Within 10 business days of receiving the plaintiff’s costs materials, the defendants shall deliver a written submission not exceeding 4 pages and, optionally, a costs outline.

Mew J.

Released: 29 April 2026