CITATION: 1691637 Ontario Inc. et al v. 2602317 Ontario Inc. et al, 2026 ONSC 3469

COURT FILE NO.: CV-25-960

DATE: 2026 06 12

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

1691637 ONTARIO INC. BAATH, Jasbir Singh BAATH, Jugraj Kaur

Jasdeep S. BAL, for the Plaintiffs

Plaintiffs

• and -

2602317 ONTARIO INC. DHILLON, Karni Pal Singh ESFAHANI, Payam Madani PAYAM LEGAL AND IMMIGRATION SERVICES INC. RAZA, Mehdi DOE, John SURYA CHAKRABARTI LAW PROFESSIONAL CORPORATION CHAKRABARTI, Surya Sekhar M AND R INVESTMENTS LTD. SAI CONSULTING SERVICES INC. GULATI, Rajeev GULATI, Hema TORONTO WIRE & SOLUTIONS CORP. ISHAQ, Abdul Wajid PV REALTY ADVISORS INC. VIJ, Baljit VIJ, Parveen Kumar THE DIRECTOR OF TITLES

Alexander HORA, for the Defendant, 2602317 Ontario Inc. Appiah BOATENG, for the Defendants, Toronto Wire & Solutions Corp. and Abdul Wajid Ishaq Gaurika SHARMA, for the Defendants, Sai Consulting Services Inc. and Rajeev Gulati

Defendants

HEARD: March 30, May 1, 2026

RULING ON MOTION

Wilkinson J.

1The Defendant, 2602317 Ontario Inc. (“260 Ontario”), brings this motion for an order holding the Defendant, SAI Consulting Services Inc. (“SAI Consulting”), and the Defendant, Toronto Wire & Solutions Corp. (“Toronto Wire”), in contempt for failing to follow the April 15, 2025 order of Justice Andre. 260 Ontario also moves for an order of imprisonment within the penalty phase of the contempt hearing of the Defendant, Rajeev Gulati, who is a director of SAI Consulting, and for an order of imprisonment for the Defendant, Abdul Wajid Ishaq, who is a director of Toronto Wire.

2The Defendants, SAI Consulting and Rajeev Gulati, bring a cross-motion for an order setting aside the April 15, 2025 order of Justice Andre, and for an order dismissing the contempt motion of 260 Ontario.

3The Defendants, Toronto Wire and Abdul Wajid Ishaq, also bring a cross-motion for an order setting aside the April 15, 2025 order of Justice Andre, and for an order dismissing the contempt motion of 260 Ontario.

4For the reasons that follow, I find that 260 Ontario has established beyond a reasonable doubt that the Defendants, Toronto Wire and SAI Consulting, had knowledge of the April 15, 2025 order of Justice Andre, and willingly and intentionally breached his clear court order. I therefore make a finding of contempt against the Defendants, Toronto Wire and SAI Consulting, and dismiss the cross-motions brought by the Defendants.

Background

5The underlying action in this case involves a dispute over a real estate transaction. The Plaintiffs claim that the property at the centre of the transaction, located at 0 Torbram Road, Caledon, Ontario, was transferred to the Defendant, 260 Ontario, without their knowledge or consent.

6The Defendant, 260 Ontario, was the purchaser of the Torbram Road property. 260 Ontario paid almost $4.8 million for the parcel of land, but cannot take title to the land because there is an allegation that some of the purchase monies were improperly paid to individuals who are not owners of the land.

7The Defendant, 260 Ontario, previously obtained tracing orders, and Mareva and Norwich orders, in an effort to uncover the distributions of the funds paid on the closing date for the sale of the property.

8On behalf of himself and Toronto Wire, Mr. Ishaq deposed that he was approached by the Plaintiff, 1691637 Ontario Inc. (“169 Ontario”), through its director, the Defendant, Kami Pal Singh Dhillon, to provide consultancy services for the sale of the Torbram Road property. An agreement for consultancy services and finder’s fees relating to the sale of the property was then entered into between these parties.

9Mr. Ishaq deposed that he located the Defendant, 260 Ontario, as a buyer for the property for a total purchase price of $4,800,000. The Agreement of Purchase and Sale was entered into on January 9, 2025. The transaction closed on January 16, 2025.

10Directions were provided to the purchaser’s lawyer for referral fees to be paid directly to the Defendants, SAI Consulting and Toronto Wire, at the time of closing. However, the Defendant, 260 Ontario, alleges that Toronto Wire also re-routed additional funds to itself in addition to the agreed-upon fees.

11On April 15, 2025, the Defendant, 260 Ontario, obtained an order from Justice Andre under Rule 45.02 of the Rules of Civil Procedure, which required the Defendants, SAI Consulting and Toronto Wire, to pay the referral fees they had received from the real estate transaction into court.

12The language in paragraph 1 of the order states:

1. THIS COURT ORDERS that pursuant to Rule 45.02, the non-party, SAI Consulting Services Inc. ("SAI Consulting") and the non-party Toronto Wire & Solutions Corp. ("TWSC") are each hereby required to pay the specific funds each received from the proceeds of the purchase and sale (the "Transaction") of the real property municipally known as 0 Torbram Road, Caledon, Ontario (the "Property") into Court with the Accountant of the Superior Court of Justice until further Order of the Court, or final disposition of this action, which include:

(i) The specific fund for SAI Consulting refers to the $450,000.00 it received and was paid into a TD bank account bearing transit number 01842 and account number 5331429 (the "SAI TD Account"); and

(ii) The specific fund for TWSC refers to the $200,400.00 it received at closing and was paid into an RBC bank account bearing transit number 01704 and account number 1008267 (the "TWSC RBC Account") at closing of the Transaction.

13Paragraph 2 of the order dealt with production orders for the bank accounts for both Defendants held by RBC and TD banks.

14Paragraph 3 of the order specifically stated, “THIS COURT FURTHER ORDERS that any affected party may apply for directions or for an Order or to vary or set aside the Order on notice to counsel for the moving party”.

15The funds have never been paid into court as ordered by Justice Andre.

16None of the Defendants brought a motion to set aside the order of Justice Andre until they were served with this motion for contempt.

Position of the Defendant, 260 Ontario

17260 Ontario submits that the allegations against the Defendants, SAI Consulting and Toronto Wire, involve serious fraud. It further submits that these Defendants have shown a total disregard for the authority of the Court by failing to pay any of the monies into court as required by the April 15, 2025 order, and by failing to provide an explanation for their failure to follow the court order.

18260 Ontario challenges the claims of Mr. Ishaq and Toronto Wire that it is financially impossible for them to comply with the order, because Mr. Ishaq also admitted to receiving $3.5 million in proceeds from the land in question. 260 Ontario further submits that on cross-examination, Mr. Ishaq refused to answer 79 questions, most of which dealt with the location of funds.

19260 Ontario also points to Mr. Ishaq’s admission at his cross-examination that he loaned $17,000 to a friend after he received the funds from the sale of Torbram Road. 260 Ontario therefore argues that because Mr. Ishaq had enough money to give loans to other individuals, Toronto Wire and Mr. Ishaq have failed to establish that they are incapable of paying the required funds into Court.

20Mr. Ishaq has also refused to answer questions regarding his ongoing inability to comply with the order of Justice Andre, although he did admit that his wife and mother received funds from the proceeds of sale. In addition, Mr. Ishaq refused to answer questions about the location of the funds that he and Toronto Wire received.

21260 Ontario argues that the bank statement from Toronto Wire from January 2025 shows $200,400 being received on January 17, 2025. In addition, that same statement shows a credit adjustment of $1,831,905 coming into the account on January 24, 2025, and a closing balance of $1,838,116.24.

22With respect to Mr. Gulati, 260 Ontario submits that his claims of attempted compliance with the order of Justice Andre have not been supported by any evidence. When asked at his cross-examination to identify a witness who could corroborate his attempts to comply with the order, he refused to do so.

23260 Ontario also disputes that there is any procedural unfairness with respect to the order it obtained from Justice Andre. Mr. Ishaq and Mr. Gulati were both present in court when Justice Andre made the April 15, 2025 order. Although they were both self-represented at that time, the order allowed for the Defendants to move to set aside or vary the order. 260 Ontario therefore argues that both Mr. Ishaq and Mr. Gulati were well aware of the issues before the court at the time the order was made, but took no action to set aside the order until the contempt motion was brought.

24260 Ontario argues that the failure of the responding Defendants to follow Justice Andre’s order demonstrates a strong likelihood that they will continue to ignore demands made of them by the Court.

25260 Ontario argues that a finding of contempt against the responding Defendants is appropriate because:

a) The order of April 15, 2025 has not been complied with as no money has been paid into court;

b) The Defendant, Abdul Wajid Ishaq, has dispersed monies held by him after the order was made contrary to the terms of the order;

c) Toronto Wire and Mr. Ishaq have not provided an explanation as to why they cannot pay the funds into court at this time;

d) The fact that Mr. Ishaq’s mother sent money to Mr. Gulati in April 2025 justifies drawing a negative inference regarding his claims that it was impossible for him to follow Justice Andre’s order.

e) The moving Defendants have not produced records of their bank accounts from April 2025 to establish that they did not have the ability to pay the funds into court at the time that the order was made.

26260 Ontario seeks a term of incarceration for the responding Defendants once there has been a finding of contempt.

Position of Toronto Wire and Abdul Wajid Ishaq

27These Defendants take the position that there should be no finding of contempt against them, and that Justice Andre’s order should be set aside. Toronto Wire provided affidavit evidence from Mr. Ishaq and bank statements to demonstrate that by the time the April 15, 2025 order was signed by Justice Andre, the specific funds received through the sale of Torbram Road had already been disbursed on January 23, 2025. The bank statements show that Toronto Wire received $200,400 on January 17, 2025, and that on January 23, 2025, there were five separate wire transfers removing money from the account totaling $253,136.73.

28These Defendants submit that the order from Justice Andre was not just a general order for the Defendants to pay a certain sum of money into court. They argue that the language in the order was specific that the “specific funds” paid to these Defendants following the close of the sale were to be paid into court. These Defendants therefore argue that it was impossible for them to follow the order of Justice Andre, because they were no longer in possession of the specific funds received following the closing at the time that the order was made. They rely upon the bank statements showing the funds from the sale leaving the account on January 23, 2025 to support this position.

29These Defendants argue that the language in the order must be clear to result in a finding of contempt. They therefore submit that the order does not address the status of the funds outside of the real estate transaction, and that it does not require them to pay any funds into court beyond the specific funds received immediately after the closing.

30These Defendants therefore argue that the moving parties have not established that they intentionally breached Justice Andre’s order. In addition, they argue that Justice Andre was not informed at the time he made the order that the specific funds from the sale of the property had already been disbursed. Accordingly, they argue that Justice Andre’s order should be set aside.

Position of Sai Consulting and Rajeev Gulati

31SAI Consulting and Mr. Gulati take the position that there should be no finding of contempt against them, and that Justice Andre’s order should be set aside. They argue that it is premature for an order to be made against them requiring them to deposit funds into court because the allegations of fraud, misrepresentation, and misconduct against them are not at this point judicial findings, but merely allegations.

32They also repeat the same argument made by Toronto Wire and Mr. Ishaq, that it is impossible for them to pay the specific funds received after the closing into court, as those funds were disbursed in January 2025, and were not in their possession at the time that Justice Andre made the order.

33Mr. Gulati provided affidavit evidence that $450,000 was received by SAI Consulting on January 16, 2025. He also deposed that SAI Consulting was paid a $60,000 commission out of these funds. His affidavit further stated that $86,000 of these funds belonged to Mr. Ishaq, but Mr. Ishaq agreed to allow Mr. Gulati to use the funds for loan repayments and expenses. Mr. Gulati made a promise to Mr. Ishaq that he would return the funds to him when he could.

34Mr. Gulati has never provided an accounting to 260 Ontario as to how the $86,000 was spent. He did, however, provide a bank statement from July 30, 2025, which shows the last transaction for the account being on March 10, 2025, at which time the balance in the account was $3.50.

35The remaining $304,000 was disbursed by SAI Consulting to various individuals as directed by Mr. Ishaq, including a payment made to Mr. Ishaq’s mother, his friend, and his wife. Mr. Galati deposed that he was not able to provide additional details regarding the funds disbursed from the SAI Consulting bank account, as the bank account was closed by the bank.

36Mr. Gulati also stated in his affidavit that he is currently restricted in his ability to earn an income due to the neuropathy in his hands and feet, and that his capacity to work has declined because of his medical difficulties. The medical report he provided from oncologist Dr. Panov confirmed the presence of neuropathy. The note referenced the use of Gabapentin affecting Mr. Gulati’s ability to work, but indicated that Mr. Gulati no longer takes Gabapentin.

37Mr. Gulati also provided a medical note from Dr. Panov dated January 28, 2026, in which he stated that Mr. Gulati had previously received treatment for cancer, and remained under his care. He stated that Mr. Gulati is still recovering from side effects of therapy, which is causing a significant amount of psychological distress, and that it would be beneficial for his physical and psychological well-being to avoid external stressors for the next six months.

38SAI Consulting and Mr. Gulati provided affidavit evidence that SAI Consulting's directors have resided in Ontario for about thirty years, and have no intention to leave Ontario and/or Canada. Further, Mr. Gulati deposed that he is unable to long travel distances due to his medical condition.

39Mr. Gulati also provided proof that he and his wife, the Defendant, Hema Gulati, filed for bankruptcy in January 2026. He argues that his need to file for bankruptcy establishes that he does not have the ability to pay the funds into court as ordered by Justice Andre. The trustee in bankruptcy is Goldhar & Associates Ltd. The trustee was provided with notice of this motion but did not attend.

40I note that there is no evidence before me regarding any claims of bankruptcy with respect to SAI Consulting.

41Mr. Gulati claims that he acted reasonably and in good faith. He denies having ever deliberately ignored or refused to comply with Justice Andre’s order.

42These Defendants also argue that Justice Andre’s order should be set aside because they did not have a lawyer at the time the order was made, and did not provide written responding materials to be considered by Justice Andre prior to the order being made.

The Law

43Rule 60.11 of the Rules of Civil Procedure governs contempt motions. In Carey v. Laiken, at paras. 33-35, the Supreme Court confirmed that to obtain an order for contempt, the moving party must establish beyond a reasonable doubt that the opposing party intentionally breached a clear order that it could obey. The following criteria must be met:

a) the order clearly and unequivocally states what must be done;

b) the alleged contemnor had knowledge of the order; and

c) the alleged contemnor intentionally breached the order.

44Rule 60.11(1) notes that contempt of court orders are to enforce acts “other than the payment of money”. An order requiring monies to be paid into Court is not an order for the payment of money, and can lead to a finding of contempt: Dickie v. Dickie, 2007 SCC 8, [2007] 1 S.C.R. 346, at paras. 4 and 7, adopting the Laskin J.A. dissent from Dickie v. Dickie, 2006 CanLII 576 (ON CA), 78 O.R. (3d) 1 (C.A.).

45Civil contempt proceedings are quasi-criminal and require strict adherence to procedural safeguards: United Nurses of Alberta v. Alberta (Attorney General), (1992), 1992 CanLII 99 (SCC), [1992] 1 S.C.R. 901, at p. 943.

46Even where the elements are proven, contempt remains discretionary and is a remedy of last resort: Boily v. Carleton Condominium Corp. No. 145, 2014 ONCA 574, 121 O.R. (3d) 670 (C.A.), at para. 180.

47Impossibility of compliance is a complete defence to civil contempt: Carey v. Laiken, at para. 41.

48Rule 59.06(2) of the Rules of Civil Procedure allows a party to move to set aside, or vary an order.

Should the April 15, 2025 order of Justice Andre be set aside?

49The moving Defendants argue that the order should be set aside because at the time that the order was made, Justice Andre was not aware that the Defendants had already disbursed the specific funds that they were ordered to pay into court.

50For the reasons set out below regarding 260 Ontario’s motion for contempt, I reject the arguments of Toronto Wire and SAI Consulting that the order of Justice Andre only required them to pay the exact funds that were received by them at the time of the closing.

51The Defendants have failed to provide sufficient evidence to establish that Justice Andre’s order should be set aside. I have no banking information from the Defendant, Toronto Wire, to establish the quantum of funds in its account as of the date of the order, or since that time. The Defendant, Rajeev Gulati, provided a copy of the SAI Consulting bank statement for the months of January to March 2025, but the bank statement for the month of April 2025 when the Justice Andre order was made was not included, nor did it provide me with documentary or affidavit evidence of its efforts to obtain its records from the bank.

52The moving Defendants were all put on notice of the motion before Justice Andre, and were present when the motion was argued. Justice Andre noted in his endorsement that no materials were filed by Toronto Wire or SAI Consulting in response to the motion.

53Neither Defendant has established that there are relevant facts which arose after the Justice Andre order was made to justify varying it, or setting it aside.

54The motion from Toronto Wire and SAI Consulting to set aside Justice Andre’s order is dismissed.

Should Abdul Ishaq and Rajeev Gulati be found to be in contempt of court?

The Law

55Making a finding of contempt is an exceptional remedy, and is a remedy of last resort.

56I reject the submission that Justice Andre’s order was unclear. The order was clear that a specific sum of money was required to be paid into Court by Toronto Wire, and SAI Consulting.

57Orders should be interpreted contextually, with a view to achieving the order’s objective: Sweda Farms Ltd. (c.o.b. Best Choice Eggs) v. Ontario Egg Producers et al, 2011 ONSC 3650, at para. 34, aff’d, 2012 ONCA 337, leave to appeal to S.C.C. denied, [2012] S.C.C.A. No. 291.

58An order for contempt is available where the evidence supports a finding that the alleged contemnor failed to follow the spirit of the order: Chirico, Medical Health Officer North Bay Parry Sound District Health Unit v. Szalas, 2016 ONCA 586, 132 O.R. (3d) 738 (C.A.), at para. 8.

59Parties are not permitted to hide behind a “restrictive and literal interpretation to circumvent the order and make a mockery of it and the administration of justice”: Boily et al. v. Carleton Condominium Corporation 145 et al, 2014 ONCA 574, 121 O.R. (3d) 670 (C.A.), at para. 58.

Analysis

60I do not find that the language of the order only required the Defendants to pay the funds specified in the order into court if they were the exact funds received from the transaction three months earlier when the real estate deal closed. That is an unreasonable interpretation of a clear order. I find that Justice Andre’s use of the words “specific funds” in the order has the same force and effect as if the words “specific amount” had been used in the order. The order was intended for the Defendants to pay into Court the amounts that they received following the real estate transaction.

61If either Defendant did not have sufficient funds to comply with the order, the appropriate course of action would have been for that Defendant to move to set aside Justice Andre’s order, with appropriate evidence that the Defendant did not have access to sufficient funds to comply with the order. The parties’ right to move to set aside the order is also reflected in paragraph 3 of the order.

62I find that 260 Ontario has provided sufficient evidence to establish beyond a reasonable doubt that the order was clear and unequivocal that each Defendant was ordered to pay a specific sum into court; that both Defendants and their principals had knowledge of the order, and that both Defendants breached the order by failing to pay the required sums into court.

Should I exercise my discretion to decline to make a finding of contempt?

63The contempt power is discretionary. Courts have consistently discouraged its routine use to obtain compliance with court orders. This power should be exercised cautiously, and with great restraint as an enforcement power of last, rather than first resort. A judge may properly exercise their discretion to decline to impose a contempt finding where it would work an injustice in the circumstances of the case: Chong v. Donnelly, 2019 ONCA 799, at para. 9, citing Carey v. Laiken, at para. 37.

Rajeev Gulati

64Rajeev Gulati has filed for bankruptcy. However, filing a claim for bankruptcy does not prevent punishment of acts of contempt committed before the bankruptcy. The purpose of a contempt order is to uphold respect for the court’s orders and processes.

65There is no question that SAI Consulting breached Justice Andre’s court order. There is also no question that Mr. Gulati has not paid one penny of the funds ordered to be paid into Court.

66The fraud allegations in this case are serious.

67I acknowledge that there was only $3.50 in the SAI Consulting bank account on March 10, 2025. However, Mr. Gulati provided no evidence as to the state of the bank account when the order was made on April 15, 2025, nor is there any evidence before me relating to SAI Consulting filing a claim in bankruptcy. There is therefore no evidence before me from Mr. Gulati to establish that it was impossible for SAI Consulting to comply with the court order.

68I acknowledge the medical evidence provided by Mr. Gulati regarding his health difficulties, although it should be noted that Dr. Panov did not comment upon Mr. Gulati’s current ability to work. It should also be noted that this medical information is hearsay evidence, as there was no affidavit from Dr. Panov attesting to its authenticity.

69There will be a finding of contempt made against SAI Consulting. The guiding mind of a corporation is subject to sanctions for the failure of the corporation to follow a court order: Perley-Robertson, Hill & McDougall LLP v. Eureka 93 Inc., 2025 ONCA 95. As a director of SAI Consulting, Mr. Gulati will personally respond to the finding of contempt as against his company.

70At the penalty phase of the hearing, Mr. Gulati will be permitted to provide further evidence and make additional submissions regarding any health challenges that impact his ability to purge the contempt finding.

Abdul Ishaq

71Mr. Ishaq provided no financial documentation in response to the motion to find him in contempt. He relied upon a technical argument to try to set aside Justice Andre’s order, and provided no other argument in response to the motion. His position was that he was unable to comply with the order because he had already disbursed the exact funds that were received from the transaction. However, the corporate bank statements confirm that Toronto Wire received over $1.8 million from a different source after the funds from the real estate transaction were disbursed.

72There is no evidence before me to suggest that Mr. Ishaq has the intention of following court orders. The allegations of fraud in this litigation are very serious. The discovery transcript of Mr. Ishaq confirms that he refused to answer a significant number of questions asked by 260 Ontario to assist it with determining the status of the funds from the sale of Torbram Road. These refusals suggest that Mr. Ishaq has not been forthcoming in providing relevant financial information to 260 Ontario regarding the issues in dispute in this litigation.

73There will be a finding of contempt made against Toronto Wire. As a director of Toronto Wire, Mr. Ishaq will personally respond to the finding of contempt as against his company.

Conclusion

74The motions by Toronto Wire and SAI Consulting to set aside the April 15, 2025 order of Justice Andre are dismissed.

75There will be a finding of contempt against Toronto Wire and SAI Consulting for failing to follow the April 15, 2025 order of Justice Andre.

76The penalty phase of the hearing shall proceed against Rajeev Gulati on behalf of SAI Consulting, and against Abdul Ishaq on behalf of Toronto Wire.

77The parties shall contact the trial office to schedule an appearance before me to address the penalty phase of this contempt hearing.

Costs

78Contrary to the Practice Direction, none of the parties have uploaded Bills of Costs, or a Cost Outline, to Case Center. The parties are strongly encouraged to resolve the issue of costs as between them.

79If the parties are unable to resolve the costs payable on this motion, 260 Ontario may prepare a costs submission by June 19, 2026. Toronto Wire and SAI Consulting may prepare responding costs submissions by July 3, 2026. All costs submissions shall be filed and uploaded to Case Center. Costs submissions shall be no longer than two pages double-spaced.

Wilkinson J.

Released: June 12, 2026

CITATION: 1691637 Ontario Inc. et al v. 2602317 Ontario Inc. et al, 2026 ONSC 3469

COURT FILE NO.: CV-25-960

DATE: 2026 06 12

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

1691637 ONTARIO INC.

BAATH, Jasbir Singh

BAATH, Jugraj Kaur

Plaintiffs

• and -

2602317 ONTARIO INC.

DHILLON, Karni Pal Singh

ESFAHANI, Payam Madani