Saldanha v. Campagnaro, 2026 ONSC 3733
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: Anita Saldanha, and 2384279 Ontario Inc., Plaintiffs
AND:
Carmen Campagnaro, Richard Hall, Valour Partners High Yield Opportunity Limited Partnership, Hyot General Partnership Inc., Valour Mortgage Services Inc., Valour Partners Fund III Limited Partnership, Valour Partners Fund IV Limited Partnership, Valour Partners Inc., District REIT Limited Partnership, Vic Station Limited Partnership, Vic Station General Partnership, Vic Station Inc., Stanley JV Inc., Stanley Development General Partnership Inc., Ayr Meadows Development Inc., Ayr District Inc., Shadowlake Corp Inc., Allan Developments Inc., Pink Flamingo (Canada) Limited Partnership, 2510944 Ontario Inc., John Doe1-3, Jane Doe 1-3, and ABC Corporation 1-5, Defendants
BEFORE: Kurz J.
COUNSEL: Derek McKay and Tomislav Milos, for the Plaintiffs
V. Lord, for the Defendants
HEARD: June 19, 2026
ENDORSEMENT
Introduction
1The parties were before me, on June 12, 2026, dealing with the issue of whether to renew the terms of the ex parte Mareva injunction, Norwich order and certificate of pending litigation (“CPL”) granted by Chang J. on June 4, 2026. At that time, I renewed parts of the Chang J. order but removed the Mareva injunction against the corporate Defendants, allowing it to remain against the individual Defendants.
2At triage court on June 18, 2026, the parties scheduled a full hearing of the Plaintiffs’ motion for August 12, 2026. They also agreed on a litigation timetable which was included in the order of Coats J. of June 18, 2026.
3The appearance before me was scheduled as a “to be spoken-to” appearance regarding the continuation or removal of the injunction. I did not have the time to deal with that issue on June 12, 2026. At the June 19, 2026 appearance, the Defendants requested that I remove the remainder of the Mareva injunction for the period of the adjournment, that is until August 12, 2026.
4In hearing from both parties, I made clear that all I would deal with are terms of an adjournment of the motion for 54 days until August 12, 2026. Counsel for the Plaintiffs were not aware that the request would be made to lift the balance of the Mareva injunction that day. He had not filed any response to the affidavit of Richard Hall, sworn June 17, 2026 and placed on Case Centre the following day (i.e. one day before the return of the matter before me). While I offered to put the matter over to the following week, for argument, Mr. McKay indicated that he was busy all week and chose to argue the issues right then.
Note of Caution Regarding the Without Prejudice Nature of the Determinations Below
5I have considered the brief arguments and authorities offered by the parties regarding the terms of this adjournment until August 12, 2026. However, I have not heard full argument from either side. More materials, including transcripts of cross examinations, will be offered at the return of the motion. Thus, any limited determinations made below are based on limited materials and arguments. They are made without prejudice and not intended to bind the ultimate motion judge in any way.
Arguments in Brief
6The Defendants argue that the Plaintiffs failed to make full and candid disclosure of material facts at the ex parte hearing before Chang J. In addition, they assert that the Plaintiffs do not meet the test for a Mareva injunction arising from RJR-MacDonald Inc. v. Canada (Attorney General), 1994 CanLII 117 (SCC), [1994] 1 SCR 311 (SCC), in that:
the Plaintiffs lacks a strong prima facie case;
They would suffer irreparable damage if the injunction were continued; and that
The balance of convenience favours them.
7The Plaintiffs assert that they were open with the court when they attended before Chang J., that they meet the RJR-MacDonald test, that the Defendants have engaged in a classic Ponzi scheme and that the injunction should stand until full argument is made.
8I briefly examine each set of assertions below.
Duty of Candour
9Under Rule 39.01(6), a party bringing a motion or application without notice has a duty to "make full and fair disclosure of all material facts, and failure to do so is in itself sufficient ground for setting aside any order obtained on the motion or application."
10This obligation applies to the party who brings the motion as well as the witnesses upon whom the moving/applying party relies: Moses v. Metro Hardware and Maintenance Inc., 2020 ONSC 6684, at para. 25. At para. 26 of Moses, Myers J. added that a motion without notice is different than an ordinarily contested one. The one-sided format of the motion raises the moving party's obligation of candour and requires that party to reduce the zeal with which the case is presented. As Myers J. wrote:
26 The party who moves without notice must be fair. The regular zeal that is perfectly appropriate in face of an equally zealous adversary does not apply when a party chooses to go before a judicial officer without anyone else present to keep his or her zealousness in check.
[Emphasis in original.]
11In United States v. Friedland, [1996] O.J. No. 4399 (Ont. Gen. Div.), at para. 37, cited in Moses, Sharpe J., as he then was, summarized that the party bringing an ex parte motion:
is not entitled to present only its side of the case in the best possible light, as it would if the other side were present. Rather, it is incumbent on the moving party to make a balanced presentation of the facts and law. The moving party must state its own case fairly and must inform the Court of any points of fact or law known to it which favour the other side. The duty of full and frank disclosure is required to mitigate the obvious risk of injustice inherent in any situation where a Judge is asked to grant an order without hearing from the other side.
12Here, the Defendants argue that the Plaintiffs failed to disclose to Chang J.:
their history of successful investing with the Defendants,
their own sophistication as private investors,
the fact that they had already earned $1.2 M returns on their investments, and that
the Plaintiffs had signed 20 different agreements with the Defendants in which they acknowledged that the investments in which they engaged were risky and that they accepted the inherent risk of their investments.
13The Defendants add that the Plaintiffs are still being paid on some of their investments. On one they were paid as recently as June 2026. However, to be fair, that is only a minor investment in the scheme of things between the parties.
14Further, the Defendants assert that the Plaintiffs’ evidence of alleged dissipation of assets is exaggerated; going so far as to include in their materials the sale of stuffed animals and cheap costume jewelry on the internet. While the Defendants sold a 2017 Porsche for about $95,000, the proceeds went directly into the businesses.
15The Plaintiffs respond that there is a big difference between a risky investment and fraud. One does not consent to being defrauded. As set out below, they argue that the investments operated by the Valour Defendants (“Valour”) are in fact classic Ponzi schemes. They did not offer evidence of the agreements confirming the riskiness of the investments to Chang J. because this case is about fraud.
16As this is simply a determination of the terms of an adjournment, I do not purport to finally decide the issue of non-disclosure in the face of limited argument. But I do note that in United States v. Friedland, Sharpe J. adopted this comment from the leading English text, Gee, Mareva Injunctions and Anton Piller Relief (3d Edition) 1995" at p. 98:
. . . The duty extends to placing before the court all matters which are relevant to the court's assessment of the application, and it is no answer to a complaint of non-disclosure that if the relevant matters had been placed before the court, the decision would have been the same. The test as to materiality is an objective one, and it is not for the applicant or his advisers to decide the question; hence it is no excuse for the applicant subsequently to say that he was genuinely unaware, or did not believe, that the facts were relevant or important. All matters which are relevant to the 'weighing operation' that the court has to make in deciding whether or not to grant the order must be disclosed.
[Empasis added. See also Moses, at para. 27]
17Similarly, it does not appear to me that it was open to counsel to withhold the information cited above, particularly regarding the 20 signed agreements with their acknowledgment of risk, simply because counsel felt that it was irrelevant in the face of the “Ponzi scheme” theory of their case. This is a factor in my consideration regarding the terms of the adjournment.
Strong Prima Facie Case
18The first branch of the test for a Mareva injunction requires proof of a strong prima facie case: Chitel et al. v. Rothbart et al. 1982 CanLII 1956 (ON CA), [1982] O.J. No. 3540, 39 O.R. (2d) 513 (Ont. C.A.), at para. 29. At para. 54 of RJR MacDonald, the Court stated that when the strong prima facie test applies, the court must undertake "a more extensive review of the merits of the case" than it would when the test is merely a serious issue to be tried. In that review of the merits, the moving party must prove that there is "a strong likelihood on the law and evidence" that the moving party will succeed in the proceeding": Ali v. New Spadina Garment Industry Corp. 2020 ONSC 3244 (Ont. Div Ct.) at para. 38.
19The difference between a serious issue and a strong prima facie case was discussed by the Divisional Court in Loops, L.L.C. v. Maxill Inc., 2020 ONSC 5438 (Ont. Div. Ct.), at para. 44. There the court described the difference, as follows:
A serious issue to be tried is a flexible standard. There are no specific requirements to be satisfied. The judge is to make only a preliminary assessment of the merits. The threshold to be met is low. The judge must be satisfied that that the application is neither frivolous or vexatious. Conversely, a strong prima facie case is a high standard, said, in one case to be "a strong case with a high although not absolutely assured likelihood of success based on the material presently before the court."
20In Loops, the Divisional Court added that when the moving party is held to the "strong prima facie case" requirement, "the weight to be given to the second and third parts of the test may be reduced. They may become less of a concern depending on the strength of the plaintiff's case": at para. 15.
21The Plaintiffs say, as set out above, that this case represents a classic Ponzi scheme. That term was defined in Doyle Salewski Inc. v. Scott, 2019 ONSC 5108, at para. 101, citing Millard v. North George Capital Management Ltd., 2006 CanLII 41287 (ON SC), [2006] O.J. No. 4902, at para. 11, “as a fraud whereby ‘the source of distributions to the early investors consist primarily of a return of their own capital or moneys obtained from new investors and with the payments ultimately stopping when there are no further investors.’ As a result, ‘everyone loses money except the perpetrators of the fraud.’”
22The Plaintiffs state that the facts of this case resemble those in Golden Oaks Enterprises Inc. (Trustee of) v. Scott 2019 ONSC 5108, where Gomery J., as she then was, wrote at para. 6:
6 Whatever Lacasse's original intentions may have been when he founded Golden Oaks, it became a classic Ponzi scheme. The Rent2Own scheme was never viable. From March 1st, 2012 to February 28, 2013, only 3% of the monies deposited into Golden Oaks' bank accounts were rental payments by prospective home-buyers. Over 90% of the money it collected came from investors. Golden Oaks could only service its ever-mounting debt so long as existing and new investors agreed to advance more funds. Money from new investors was used to pay existing investors.
23In support of the claim that the Defendants’ businesses were a Ponzi scheme, the Plaintiffs cite a July 31, 2025 memorandum written by David Morrison, of Morrison Financial regarding investments in Valour. Mr. Morrison had been appointed by Ontario’s Financial Services Regulatory Authority (“FSRA”) to oversee, on its behalf, certain mortgage investments with Valour, for which FSRA took responsibility in an unrelated investigation. The Morrison memo espoused pessimism regarding the Valour Investments. Attached to the memo, Mr. Morrison included an email exchange with the Defendant, David Hall.
24In both the memorandum and email exchange, Mr. Morrison described Valour’s strategy as a “Hail Mary pass”; in other words, a long shot, or as Mr. Morrison described it, “grasping at straws”. He claimed that: “financing and refinancing is pretty well all that you have been doing over the last ten years, with very little final product (and in many cases none) being delivered to consumers so as to generate external non-debt cash inflows.” He was saying that Valour was paying off debt by borrowing more money rather than otherwise generating income.
25Mr. Morrison conceded that: “under a very select or rare set of circumstances, your capitalization model can succeed”. Yet he felt that “in the vast majority of cases it was doomed to failure from the start…” He explained this view as follows:
I am talking about the monthly live pay model, with large up-front money-raising commission and management costs being incurred, not to mention ongoing interest, long before the project has any chance of producing revenue. This strategy is a doubtful one even in a good market. All you end up with is what you have: i.e., properties already laden with debt beyond their value. The refinancing jig is up. There is nowhere left to go.
26The Plaintiffs state that Mr. Morrison’s description of the Valour business model, like that in Golden Oaks, meets the definition of a Ponzi scheme. They add that Mr. Morrison is an independent party with no axe to grind, so his word should be taken seriously.
27The Defendants deny the Ponzi scheme claim. They point to the some of the comments Mr. Hall made in response to Mr. Morrison’s claims, including:
We are doing what we have always done. That is, vigorously work the problem. It is true that we cannot refinance our portfolio with just debt capital. What we are working towards is a significant 9 digit equity infusion. We have made a reasonable portfolio projection of a 20% pa average return on equity. Some projects are less, some are more. The portfolio is weighted 70% to purpose built rental.
We have actually completed 14 projects in that period. Further, we are have been recasting certain aged projects (the ones you are in) with higher density entitlements to give them new positive economic life (80 Bronte goes from original 85 units to 275 units for example.
Despite your doubts and thoughts on the success of our recapitalization efforts or the ultimate success of these projects, the fact is that we have an equity group that sees the value in our 25 project development portfolio (as we certainly do!). It was stated by them today that they will work hard to make this happen. I believe the best thing to do is give this a chance. It is in their court now. If there is a solution in the upcoming short months, that is certainly better than wiping everyone out in a Receivership action. No one benefits blowing this out in the absolute worst market probably since the early 1980s
28The Defendants also make the following assertions:
Morrison Financial Inc. (“MFI”) is the administrator of certain mortgage investments. It is not, as the Plaintiffs characterize it, a “Court-approved administrator”. No court has ever been involved in its appointment. It is a third-party mortgage administrator that assumed the administration of a portion of the portfolio in or about 2020 to 2021 in connection with a historical FSRA matter.
MFI was appointed by FSRA, but not as a result of alleged improprieties by Valour or related companies. Rather it was appointed following the misconduct of an unrelated company within the syndicated mortgage sector, which led FSRA to review other brokerages, including Valour.
Valour is not currently soliciting new investors.
29Again, recognizing that I simply heard arguments regarding an adjournment rather than the full argument of the motion, I have doubts whether the Plaintiffs would meet the strong prima facie element of the RJR MacDonald test. Whatever Mr. Morrison’s views of the wisdom of Valour’s investment strategy, he does not say that it is fraudulent. Which is not to say that a strategy of constantly borrowing money to cover debts until a big deal is secured is a wise one. I am not in a position to make such a determination, particularly at this stage of the proceedings. But it does not seem almost certain to me that the fraud allegations will be proven at trial. I particularly say that in light of the serious nature of the charge of fraud and the high test for meeting it: Canada (Attorney General) v. Bourassa (Trustees of), 2002 ABCA 205, at paras. 9-10.
Irreparable Harm
30The Plaintiffs are concerned about the irreparable harm that could occur if the remaining Mareva injunction were lifted. It would just give licence to the Defendants to continue their conduct, including depleting any assets that would be available to repay them the approximately $4 million that they invested with the Defendants.
31They also point to what they describe as a dissipation of assets by the Defendants. They point to real estate listings and the internet listings for the sale of personal assets, including the Porsche, as well as internet real estate listings in 2023.
32The Defendants counter that the continuation of the injunction would so irreparably harm them that there is a real possibility that all of the investments they control would be lost by August 12, 2026. Furthermore, the second mortgagee of the individual Defendants’ home has issued a notice of sale against the individual Defendants. It did so after the second mortgage matured on April 1, 2026 and the mortgagee refused to renew the mortgage. That is the case even though they were in good standing under the mortgage. The Defendants indicate that the Mareva injunction against them personally makes it difficult to obtain alternate financing.
33In that regard, the Defendants also point to the fact that RBC has severed its banking relationship with them (although that decision appears to be effective in September 2026, which will occur after the full injunction motion hearing). Further, the corporate Defendants are experiencing difficulty retaining or obtaining financing for various projects.
34In addition, the Defendants’ long-standing realtors have cancelled listings for a number of properties which were currently listed or which the Defendants were in the process of listing.
35The individual Defendants also argue that one of the great risks of irreparable harm is the taint that has already stained their reputations in the marketplace as a result of the Mareva injunction. It offers investors and financial institutions the idea that the individual Defendants have committed fraud without having been proven to have done so. Even though the injunction was lifted against the corporate Defendants on consent, the taint affects both the individual and corporate defendants because of the harm being done to their reputations. Only a full lifting of the injunctions could resolve that concern.
36Regarding the risk of dissipation, the Defendants point out that most items sold online were of little value, such as trinkets, stuffed animals, old (as opposed to antique) furniture and the like. They did sell a 2017 Porsche for $97,000, but as set out above, the proceeds went back into the business.
37The Defendants argue, perhaps hyperbolically, that if the injunction is not lifted, there may be nothing but bankruptcy by August 12, 2026; that the businesses may be all lost, particularly if TD follows RBC’s lead.
38All of that being said, while there is risk of irreparable harm on both sides, based on the materials before me and arguments raised, the risk appears at this time to be greater on the side of the Defendants, who may lose their businesses and home. If that were to happen, there would be a loss to all investors with the Defendants, not just the Plaintiffs. Further, as the Defendants point out, the Plaintiffs are small and unsecured investors, whose approximately $4 million investment represents less than 1% of the corporate Defendants’ holdings. Other secured creditors have a greater priority regarding the Defendants’ debts, which could be placed in jeopardy if the injunction remains in place.
39It is possible that, as the Defendants assert, the losses being experienced are the result of external market forces which have affected the general real estate market and the larger general economy. Many other real estate and mortgage firms have experienced financial difficulties, leading them to suspend or restrict redemptions, defer distributions or impose managed withdrawal programmes. As the Defendants write in their factum “[a] delay in a planned financing or sale is not fraud”.
40While the Plaintiffs argue that their injunction actually protects all of the investors from fraud and dissipation of assets, the risk to all investors if the Defendant corporations fail and the individual Defendants are unable to raise financing are real.
41At this stage, the issue of irreparable harm is a close one, but the greater risk over the next two months appears to be the risk to the Defendants.
Balance of Convenience
42Because of the nature of this motion and the issues raised, the factors that apply to irreparable harm apply equally to the balance of convenience. Most of the assets held by the Defendants are illiquid and realty based. They are not easily disposed of and I do not see them being disposed of outside of the ordinary course of business between now and August 12, 2026.
Conclusion
43For the reasons cited above, I order, without prejudice, that the balance of the Mareva injunction granted by Chang J. on June 4, 2026 be lifted.
________________________ Kurz J.
Date: June 25, 2026