CITATION: Bedessee v. Yog Fellowship Temple, 2026 ONSC 4418
COURT FILE NO.: CV-24-00000828-0000
DATE: 2026-07-31
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
ZENA BEDESSEE and ANNA CIPOLLONE
Applicants
– and –
YOG FELLOWSHIP TEMPLE, RENEE USSELMAN, SUE DIAMOND and SEERAM RATTAN
Respondents
Steven D. Gladbois, for the Applicants
Ellen Snow and Camille Beaudoin, for the Respondents
HEARD: September 12, 2025 and January 5, 2026 at Kitchener
Andrew Spurgeon j.
REASONS FOR JUDGMENT
Introduction
[1] This case involves an internal dispute within a spiritual community organized within a corporate entity called YOG Fellowship Temple (“YFT”).
[2] The community’s governance was organized within the framework of a non-profit corporation. The corporation was initially organized in the 1980s as an Ontario corporation to which the provisions of the Ontario Not-for-Profit Corporations Act (the “ONCA”) had applied since that Act came into force. Then, in December 2024, the corporation, YFT was continued under the Canada Not-for-Profit Corporations Act (the “CNCA”).[1]
[3] The individual parties are all members of the board of directors of the corporate respondent, YFT.
[4] The applicants, Zena Bedessee and Anna Cipollone (the “applicants”), are a two-member minority of the five-member board. The individual respondents, Renee Usselman, Sue Diamond and Seeram Rattan, are the three-member majority of the board (the “respondent directors”).
[5] Each group of directors – the minority and the majority – have applied to the court seeking orders to effectively oust the other group of directors from the board.
[6] The axis upon which this dispute turns is a strong difference of opinion as to the veracity of allegations of spiritual and behavioural impropriety of YFT’s spiritual leader, a man named Swami Shree Yogi Satyam (“Satyam”).
The Applicants’ Frame of the Dispute
[7] The applicants assert that Satyam has revealed himself to them to be a sexually and physically abusive, avaricious, cultist and charlatan. They assert that the respondent directors are in thrall to him spiritually, which negates their ability to observe and follow their duties as fiduciaries of YFT.
[8] The applicants assert and argue in this proceeding that they had brought their concerns about Satyam to the board in a series of meetings in 2023 which have been summarily dismissed without proper consideration – to the material detriment of YFT. The applicants assert that the respondent directors have acted in conflict of interest and have not taken the allegations and evidence presented in respect of Satyam seriously.
[9] Instead, the applicants argue that the respondent directors dismissed legal advice (and advisors) which/who outlined their conflicts of interest. Then, the respondent directors exercised their power of majority to exclude and isolate the applicants from executive positions within YFT. Specifically,
a. The applicant, Zena Bedessee was removed as president and the applicant Anna Cipollone was removed as secretary-treasurer;
b. They were removed as signatories on YFT’s bank accounts and CRA accounts; and
c. They were removed from YFT social media and email accounts.
[10] Additionally, the applicants assert that the respondents took steps to isolate the applicants by restricting memberships of YFT to supporters of the applicants and expanding memberships of the organization for supporters of Satyam and the respondents. Despite the majority of the board doing these things, the applicants have maintained their position on the board and continued to financially support and underwrite the activities of the organization – which the remaining board members failed to fund.
[11] The applicants further assert that the respondent directors are in a conflict of interest in that they maintain affiliation with Satyam through participation in an alternate organization called Kriyayoga Fellowship (“KF”) in Alberta. Moreover, the respondent directors – the applicants assert – have acquiesced or alternatively participated in the utilization of YFT by Satyam to collect money for his purposes, not the purposes of advancing Kriyayoga science for the congregants of YFT, nor more generally.
[12] Essentially, the applicants assert that the underlying real property upon which YFT operates (388 Plains Road, Kitchener, Ontario), being approximately 33 acres, has substantial value and that Satyam, through his spiritual followers (the respondents) seeks control of same for his purposes, not the purposes of YFT.[2]
[13] For these reasons, the applicants assert that the applicants should be granted the relief they seek, which primarily is control of the board of directors of YFT.
The Respondents’ Frame of the Dispute
[14] The respondent directors, on the other hand, submit that the allegations advanced by the applicants of wrongdoing by Satyam are bald and unsupported. Further, they assert that it is the applicants that have acted improperly in advancing their concerns. They have done so by advancing their allegations of wrongdoing by Satyam in ways inconsistent with proper governance and their roles as fiduciaries of YFT.
[15] Briefly, the respondents assert that the applicant Zena Bedessee has undergone a spiritual change wherein she has moved from being a follower of Satyam to being a vociferous critic of Satyam. The respondents assert that Zena Bedessee and Anna Cipollone now – incorrectly – seek to characterize those board members of YFT who continue to follow Satyam as their spiritual guide, and as the spiritual guide of the YFT congregation, as inherently in a conflict of interest through both their continuation with Satyam as their spiritual guide and their affiliations with other organizations which are related to Satyam.
[16] The respondent directors assert that – when Zena Bedessee first raised her concerns about Satyam – they offered a process and indeed invited submission of a written complaint and evidence supporting the applicants’ allegations relating to Satyam for consideration in meetings of the board in the summer of 2023. The respondents assert that no written complaint or evidence was forthcoming to the board for consideration. Rather, the applicants selectively revealed their allegations of wrongdoing by Satyam in public statements to YFT’s congregation only.
[17] Given that the applicants did not earnestly participate in the investigatory process of the board and ultimately became obstructionist (in the respondents’ view), the respondent directors took steps in the board’s meeting of November 18, 2023 to remove the applicants, Zena Bedessee and Anna Cipollone, from their executive positions, president and secretary-treasurer, respectively.
[18] The respondents note that the timing of Zena Bedessee’s spiritual change, where she concluded she was in a “cult” led by Satyam, coincided with initial discussions concerning the future prospects of the property upon which YFT operates – 388 Plains Road, Kitchener.
[19] That property was previously owned by Zena Bedessee’s father, Manwel Bedessee, and donated by him to YFT for its purpose. It is also the property upon which Zena Bedessee has lived for much of her life. It is reasonable to conclude – the respondents would argue – that Zena Bedessee saw the property as her patrimony and this application is an attempt to preserve her patrimony.
[20] Overall, the respondents point out that, in the present application, the evidence proffered of wrongdoing by Satyam is couched in “patently deficient” material which offends numerous evidentiary rules – primarily impermissible hearsay and unqualified opinion evidence.
[21] It is for these reasons that the respondents seek a dismissal of the applicants’ proceeding and an order including the permanent removal of Zena Bedessee and Anna Cipollone as directors of YFT.
Original Development
[22] YFT was established in 1982 by a man named Manwel Bedessee – the applicant Zena Bedessee’s father.
[23] YFT’s mandate as an organization is to teach and disseminate Kriyayoga science, which is a non-denominational, non-mystical, scientific practice which focusses on the search for truth, or God within one’s own self. Kriyayoga science is based on the principle that each particle of the cosmos is connected with all creation. The goal of each person – within Kriyayoga science – is to experience oneness with the Infinite through meditation which creates a perfectly balanced life free of all physical and mental disharmony, as it awakens the hidden potential and abilities that lay dormant within any person.[3]
[24] At some point in the 1980s or 1990s, YFT was formally organized into an Ontario corporation. The court is imprecise on this point as the parties did not provide a copy of the articles of incorporation for YFT in the extensive application and counter-application records.
[25] It is clear, however, that at its founding in 1982, YFT was dedicated to the teachings of a person called Paramhansa Yogananda and other masters of Kriyayoga science. From YFT’s outset, its activities were substantially financed and underwritten by Manwel Bedessee. He provided space for YFT’s activities at his property at 388 Plains Road in Kitchener. In fact, Manwel Bedessee built a temple and other buildings on his property to support YFT’s function and purpose. Also on the property was a building to house the Bedessee family.
Enter Satyam
[26] Subsequently, in or about 1995, Manwel Bedessee met a charismatic practitioner of Kriyayoga science named Yogi Satyam. Satyam ran an organization in India called the Kriyayoga Ashram and Research Institute (“KARI”).
[27] Satyam’s organization in India, KARI, includes an “Ashram” which is akin to a monastery. It is located in the state of Uttar Pradesh.
[28] Under Manwel Bedessee’s leadership, Satyam became a spiritual leader of YFT. He has remained such since 1995.
[29] It is over Satyam’s spiritual leadership, as stated earlier, that the cleavage on YFT’s board of directors – and perhaps more generally among its membership – emerged in 2023.
388 Plains Road
[30] In 2003, a decision was made by Manwel Bedessee to transfer the 388 Plains Road property to YOG’s ownership.[4] It was intended by Manwel Bedessee that his family would continue to live on the property. In fact, Zena Bedessee continues to live on the property to this day. Moreover, her mother, Manwel’s wife, Daphne Bedessee resides there with her.
[31] There is evidence that there was an intention to sever the land into at least two parcels, perhaps more, and in one of those parcels the Bedessee family would reside. That, however, has not happened.
[32] Also, as part of the transfer, a promissory note was issued to Manwel Bedessee for a substantial sum. However, that has not been paid and it is unclear whether, and in what circumstances, that debt may have been forgiven without payment.
[33] It is clear that the Bedessee family has been central to the development and promotion of Kriyayoga science among the 30 or so congregants who regularly frequent YFT at its property in Kitchener. They have provided remarkable financial support. They were responsible for the donation of the property, ongoing funding of the activities of the organization, and have engaged in the construction of structures on the property purpose built for the functioning of YFT. The lives of the Bedessee family have been intertwined with YFT. Zena Bedessee has been a director of YFT since 2000.
Zena Bedessee and Satyam
[34] When she was younger, the applicant Zena Bedessee became a monk in Satyam’s Ashram. She remained so until 2023.[5] The other applicant, Anna Cipollone, was likewise a monk in Satyam’s Ashram.
[35] The evidence of Zena Bedessee is that she resided in the Ashram periodically. This commenced in 2003 at which time she became a monk.[6] Satyam, Ms. Bedessee latterly indicates, exploited his position of spiritual power and authority over her, resulting in her being ritually sexually abused by him. Out of this, she had her son Krishna.[7]
[36] Krishna, as a child, lived substantially in India in the Ashram until 2020 when he was 16 years of age. After that point in time, Krishna came to live with Zena Bedessee at 388 Plains Road.[8]
Zena’s Role as Director and President of YFT
[37] Zena Bedessee’s evidence is that in 2005 she became president of YFT. Her evidence is that in the period of 2006 to 2023 she actively, in her capacity as president of YFT, promoted the activities of YFT with Satyam as its spiritual leader. She asserts that she did the following:
a. After 2006, acting on the instructions of Satyam, she began placing only persons on the YFT board who would be loyal to Satyam.[9]
b. During this time, Zena Bedessee also indicates that, out of devotion to Satyam, she donated a substantial amount of her money and her time and skill as a physician to Satyam’s Ashram in India while also overseeing the operations of YFT in Canada.[10]
c. Moreover, as time progressed, she further took steps to – on behalf of Satyam – marginalize and remove people as members of YFT who were not loyal to Satyam. This included her own brother, Berlin Bedessee, in 2016-17.[11]
d. During this time – Zena Bedessee asserts – Satyam was using YFT to support and facilitate his fundraising efforts in North America for his Ashram in India.[12]
e. Zena Bedessee showed regular support for Satyam as the spiritual leader of YFT and engaged in activities seeking to help him to obtain a visa to visit Canada.[13]
[38] During her time as president of YFT (2005 to 2023), Zena Bedessee said that the YFT board consisted of five persons; two of which were actual congregants who regularly attended in Kitchener. Those were herself and Anna Cipollone. The other three would be appointees/monks who were loyal to Satyam and not regular YFT congregation members.[14]
[39] Zena Bedessee indicates that she was responsible for running YFT’s day-to-day operations and along with Anna Cipollone, with other congregation members, ran weekend and weekly services at YFT’s facilities at 388 Plains Road.[15]
Co-Ordinate Organization – KARI
[40] As indicated above, Satyam operates an Ashram in India under the aegis of KARI. It is at KARI that both applicants, Zena Bedessee and Anna Cipollone, were monks.
[41] Prior to 2020, Satyam would regularly travel to Canada and conducted classes at YFT on an annual or semi-annual basis.[16]
[42] It is clear that the activities of KARI and YFT were intertwined and interrelated. Both applicants were monks of KARI as well as officers and directors of YFT. The respondent, Ms. Usselman, likewise was a director of YFT and a monk associated with KARI and KF.
[43] Satyam’s travel to Canada became problematic sometime before 2020 wherein allegations against Satyam of sexual abuse and assault in relation to his daughter arose in 2018 and 2019.
[44] The allegations were purportedly retracted at some point, and in an article in the Kitchener-Waterloo Record, on August 15, 2019, the applicant, Zena Bedessee is quoted as saying:
“They go after people and they target them ….
This is basically a corrupt government [in India] going against Yogi Satyam because of the work he does. He preaches to all religions, so they’re trying to attack him and bring him down.”[17]
[45] Despite the allegations against Satyam of sexual impropriety in relation to his daughter in India being dropped, Satyam has not been able to obtain a visa to come to Canada since then. This is despite advocacy by the applicants on Satyam’s behalf in as late as May of 2023.[18]
[46] As the spiritual leader of YFT, Satyam’s recordings are played in YFT’s spaces and his teachings are taught there too.
Co-ordinate Organization – Kriyayoga Fellowship (KF)
[47] Kriyayoga science is also promulgated or proselytized through another organization based in Alberta, KF. The respondents, Ms. Usselman and Ms. Diamond, are directors of KF.[19]
[48] In her affidavit, Ms. Usselman outlined that KF operates separately and independently of YFT, though it has complimentary aims in that it shares Satyam as its spiritual head and seeks to advance Kriyayoga science.[20] Unlike YFT, it does not have a geographic base. It would have connections to KARI similar to those of YFT, given that Satyam is its spiritual head as well.
[49] KF becomes a significant organization in this matter because the applicants allege that the respondents Renee Usselman and Sue Diamond are in a conflict of interest as they are board members of the two organizations which share Satyam as their common spiritual head, YFT and KF. As the allegations of sexual abuse and other wrongdoing are raised at the YFT board against Satyam, the applicants assert that the directors on the YFT board which are also on the KF board are in a conflict of interest and would be required to recuse themselves in relation to any decisions of the YFT board regarding Satyam; failure to do so would constitute a breach of duty.
The Initial Rupture
[50] In the spring of 2023, Zena Bedessee’s perspective on Satyam changed.
[51] By her own account, Zena had an awakening, an epiphany wherein she came to find “clarity” and realized that she had been in the thrall of a cult leader and she needed to break free. She realized that Satyam was out for his own gain, his own gratification, and aggrandizement. Moreover, she realized she had, in promoting the cult and supporting the cult leader, harmed other persons, including people in her own family.[21]
[52] Renee Usselman shares a different perspective. She relates that two things converged in May 2023 for Zena Bedessee.
[53] First, Ms. Usselman’s evidence was that Zena Bedessee had confided to her that she was “growing dissatisfied with her life as a renunciate monk of Yogi Satyam’s order” and was focussing on building her medical practice in Cambridge, Ontario.
[54] Second, Ms. Usselman said that Zena Bedessee’s attitude toward Satyam shifted after a board meeting on April 27, 2023, where Ms. Usselman, noting dropping donations, suggested conducting a review of YFT’s land assets and considering using them as a means to address the revenue shortfall. Later, in May 2023, Ms. Usselman recounted a phone call consisting of her, Zena Bedessee, and Satyam wherein Satyam raised the idea of selling YFT’s Kitchener property and relocating to a lower cost location.
[55] After these discussions related to finances and land use at YFT, Ms. Usselman, in her evidence, reports that the applicant, Ms. Cipollone, on or about June 8, 2023 told her that Ms. Bedessee had undergone a “Pentecostal experience” wherein it had been revealed to her through the spirit of her late father and ascended Kriyayoga masters that she was directed to remove Satyam as the spiritual leader of YFT and replace him with Zena Bedessee’s son, Krishna. Further, the revelation to Zena Bedessee included a direction from the Kriyayoga masters that she and the respondent Sue Diamond were to aid in removing Satyam as the spiritual leader or head of YFT.
The June 25, 2023 YFT Board Meeting
[56] All five members of the YFT board met via Zoom on June 25, 2023. In that meeting, both applicants advised the YFT board that they were resigning as monks in Satyam’s Ashram (KARI) and made various allegations against Satyam relating to:
a. physical abuse of Krishna;
b. physical abuse of Zena Bedessee;
c. deviation from the spiritual teachings of Kriyayoga masters;
d. improper positions concerning the interface of healthcare and Kriyayoga science; and
e. financial impropriety.
[57] The applicants put a motion on the table that Satyam be removed as the spiritual leader or head of YFT.
[58] It does not appear that Zena Bedessee, nor Anna Cipollone, provided any documentary support in that meeting to the board supporting the allegations being made. The remaining three directors (the respondents) demurred and the matter was adjourned to a subsequent meeting on July 9, 2023.[22]
[59] Ms. Usselman, in her evidence, indicates that in the meeting she advised all members present that the board would have to undertake a process to review the complaints as well as the evidence supporting them.[23] Moreover, Ms. Usselman’s evidence is that, in the June 25, 2023 meeting, the applicants asserted the respondents as board directors were in a conflict of interest. In response, Ms. Usselman, in the meeting, invited Zena Bedessee and Anna Cipollone to put their concerns about conflict of interest in writing.[24]
After the June 25, 2023 Board Meeting
[60] Soon after the meeting, Zena Bedessee and Anna Cipollone, resident at the YFT property, engaged others in the YFT community in communicating their perspective. On July 8, 2023, Zena Bedessee held a memorial service honouring her father in the YFT temple.
[61] In that service, Zena Bedessee purportedly told congregants that her father’s spirit had revealed to her that Satyam’s appointment as spiritual leader of YFT had been a mistake; and that Satyam would be removed from that position and that she and Anna Cipollone would replace Satyam in positions of spiritual leadership. Moreover, Ms. Bedessee purportedly read a statement to the congregation from Krishna Bedessee containing allegations that he was physically abused by Satyam.
[62] Further, Mr. Stephen Grant, YFT’s long-standing corporate counsel, was engaged and provided input as to the draft minutes and other issues raised at the June 25, 2023 meeting. He provided a memo regarding the board’s obligations.
The July 9, 2023 Board Meeting
[63] On July 9, 2023, the board met again. At that meeting, information which was initially revealed on June 25, 2023 appears to have been recapitulated and the board members received written information from YFT counsel (Mr. Stephen Grant) about their duties. In his written communication, Mr. Grant, in reviewing the draft minutes of the June 25, 2023 meeting said:
“… I do note though from the draft Minutes that certain board members have stated that they will find making a decision on the terminating Yogi’s involvement with the Temple will be “difficult … because … still considers Yogi Satyam to be … Guru.” If this is accurately recorded in the Minutes, this is a declaration of a conflict of interest, and directors who find themselves in that position should be absenting from voting on the matter.”[25]
[64] Further, there were discussions during the meeting memorialized in the minutes concerning Satyam’s position on and previous comments about whether the YFT property should be sold.
[65] In the minutes for that meeting, it is noted that Renee Usselman requested that YFT counsel, Mr. Grant, be requested to attend the next meeting and that the issues being considered required a proper assessment and she needed time to fulfill her obligations as a director. The meeting adjourned with the motion concerning the issue of Satyam continuing as the spiritual leader of YFT not being addressed.[26]
[66] In the meeting, given that no decision was made regarding Satyam as spiritual leader, Zena Bedessee advised the meeting that in the temple, “Yogi Satyam’s audio recordings are still being used for class. Nothing has changed.”[27]
After the July 9, 2023 Meeting
[67] After adjournment of the July 9, 2023 meeting, the respondent directors, who began to style themselves as the “Independent Directors”, consulted legal counsel, and on July 10, 2023 they retained the services of a lawyer from Alberta named Ashif Merani. Mr. Merani is an individual who is a follower of Kriyayoga science and has been to Satyam’s Ashram. Mr. Merani was retained by the respondent directors, ostensibly to aid them in conducting an investigation of the allegations made by the applicant directors.
[68] Subsequent to the July 9, 2023 meeting, the applicants, contrary to the assertion made in the July 9, 2023 board meeting, ceased playing Satyam’s recordings in the YFT temple, retained possession of them, and did not provide them to the other directors. The respondent directors objected to this.[28]
The Investigation of the Applicants’ Allegations
[69] On July 27, 2023, Mr. Merani, retained by the respondent directors, Mr. Grant, YFT corporate counsel, and Mr. Gladbois, counsel for the applicants, met virtually. Mr. Merani in a letter dated August 15, 2023 then stated:
“In our call of July 27, 2023, all counsel agreed that Zena and Anna’s concerns regarding Yogi Satyam and his continuing role as Spiritual Head of YFT would be compiled in writing for a proper review by the Independent Board. However, we have still not been provided with the requested information from your clients and we ask you to provide an update. Once all relevant information and evidence has been provided, the Independent Board will prepare a written report of its reviews and findings regarding Zena and Anna’s allegations against Yogi Satyam.”[29]
[70] Mr. Merani then listed three items which he had received. Mr. Merani then went on to indicate that it was only in the July 27, 2023 meeting among lawyers that allegations concerning sexual relations between Satyam and monks in the KARI Ashram arose. Mr. Merani indicated that such allegations had not been previously made by either of the applicants to the respondents.[30]
[71] Mr. Merani followed up with a letter to Mr. Gladbois on August 31, 2023. In that letter, Mr. Merani indicated he had not received any response from Mr. Gladbois in regard to the allegations against Satyam as requested in the previous letter of August 15, 2023. Mr. Merani set a deadline of September 6, 2023 (or other reasonable timeframe if more time was required) for Mr. Gladbois to provide the written information.[31]
[72] Mr. Gladbois purportedly wrote a letter to Mr. Merani indicating that he required more time.[32] However, there is no copy of the said letter in the record before the court. In any event, no substantive written material appears to have been They then came to final conclusion:
[73] provided by Mr. Gladbois on behalf of the applicants to the respondent directors to consider prior to the provision of the report.
[74] There apparently was correspondence submitted to the respondent directors from a woman named Nancy Lynch on September 7, 2023, wherein she alleged that sexual abuse had occurred in relation to a member of her family (Colleen Lynch) at the hands of Satyam in India.[33] Colleen Lynch was/is a member of Satyam’s Ashram in India.
[75] Moreover, in that correspondence, the report generated by the respondent directors mentions that Ms. Lynch purportedly included commentary from Zena Bedessee of sexual abuse of herself at the hands of Satyam. Yet, as of September 7, 2023, Zena Bedessee had not herself shared that allegation directly, in writing, with the respondent board members.
[76] A copy of the correspondence from Ms. Lynch was not included in the report from the respondent directors – at least not as far as the court can tell in the record before it.[34]
[77] The respondent directors thereafter completed and delivered their report on or about October 13, 2023. In that report, the three respondent directors considered their positions in respect of the allegations of conflict of interest on two bases: (1) that they were in a conflict as they saw Satyam as their personal guru; and (2) that Renee Usselman and Sue Diamond were conflicted because of their involvement with KF. On both bases, they concluded that they were not in a conflict of interest.[35]
[78] Further, the respondent directors considered the allegations made against Satyam by the applicants in light of the evidence they had available to them. They then came to the final conclusion:
“Finally, we also conclude that the unilateral efforts of the Complainants to improperly remove Yogi Satyam as Spiritual Head and gain full control over YFT was justified by the Complainants based on their apparent long-standing resentment of the fact that Dr. M. Bedessee transferred his personal assets to YFT in 1983 and not to Zena and her siblings, as well as their misguided belief that ownership of Dr. M. Bedessee's legacy assets by YFT as a separate legal entity and not by the Bedessee family, is only an inconvenient legal formality and that Zena is fundamentally entitled to operate YFT as per her own personal wishes. We appreciate that this erroneous belief of the Complainants may have been fostered by the many years of dedicated services and financial support provided by Zena and other members of the Bedessee family in operating YFT over the past 20 years when the Complainants and other members of the Bedessee family accepted Yogi Satyam as their personal Spiritual Guide. The Independent Board recognizes that the understanding of the legal structure in which there is a division of powers between members, the Board and the officers in operating YFT becomes blurred in consideration of the Bedessee family's historical legacy in founding YFT and the complex dynamics of a very personal relationship between former monks and their former spiritual guide.”[36]
The Aftermath of the Respondent Directors’ Report
[79] In the summer and fall of 2023, there were continuing disputes between the applicants and the respondents in terms of the utilization of Satyam’s recordings, image, and words in the services and classes offered at YFT.
[80] On November 18, 2023, at a meeting of the board, the respondent directors voted to remove the applicants from their executive positions with YFT – president and corporate secretary-treasurer. Additionally, the respondent directors voted to remove the applicants from signing authority on YFT’s bank accounts.[37]
[81] On December 13, 2023, Zena Bedessee and Anna Cipollone provided a letter to the congregants of YFT, and others, in response to the respondent directors’ report (which had not been publicly disseminated).[38] In that letter, Zena Bedessee disclosed to the respondents, for the first time, that Krishna Bedessee was Satyam’s son[39] and that Satyam sexually abused Zena Bedessee.[40]
[82] After the dissemination of the letter in December 2023, the level and quality of communication and co-operation between the applicants and respondents continued to deteriorate with the effect that:
a. Satyam’s application for a visa to visit Canada was no longer being advanced by Zena Bedessee;
b. Struggles persisted concerning the dominant spiritual approach to be adopted in the temple. The applicants sought to exclude recordings, material, and teachings of Satyam while the respondents sought to have those things present.
c. Disputes worsened in relation to the sharing of financial information regarding YFT in terms of revenues, expenses, bank statements, and tax filings.
d. Money and bank accounts were not co-operatively managed.
e. YFT corporate bank accounts became frozen given the conflict over control.
f. The applicant Zena Bedessee continued to pay expenses of YFT herself, by passing the regular financial controls of the organization under the aegis of the board.
[83] Essentially, the applicants did not accept the decision of the respondent directors as the majority of the board voted to remove them from their executive positions and their roles as signing officers. They continued to attempt to run the business of YFT – both in terms of its spiritual and corporeal aspects.
The Applications Emerge
[84] Then, on May 14, 2024, the applicants commenced the present application under the CNCA seeking relief which would effectively oust the respondents as directors of YFT, thereby leaving the applicants in control of YFT.
[85] The respondent YFT delivered a counter-application on September 5, 2024. The respondents are seeking an order under the ONCA for relief which, likewise, would effectively oust the applicants from the board of directors, leaving the respondents in control of YFT.
[86] The material before the court consists of:
a. From the applicants:
i. Affidavit of Zena Bedessee, sworn May 13, 2024 (1,407 pages);
ii. Affidavit of Zena Bedessee, sworn June 14, 2024 (33 pages);
iii. Affidavit of Zena Bedessee, sworn October 4, 2024 (328 pages);
iv. Affidavit of Zena Bedessee, sworn March 25, 2025 (75 pages);
v. Affidavit of Elizabeth Cahill, sworn May 5, 2025 (12 pages);
b. From the respondents:
i. Affidavit of Renee Usselman, sworn August 22, 2024 (239 pages);
ii. Affidavit of Renee Usselman, sworn December 6, 2024 (26 pages);
iii. Affidavit of Renee Usselman, sworn May 22, 2025 (21 pages);
c. Cross-examination transcripts (484 pages)
i. of Zena Bedessee, June 16, 2025;
ii. of Elizabeth Cahill, June 18, 2025; and
iii. of Renee Usselman, June 20, 2025.
Analysis – The Application
General Approach
[87] On its face, this matter is a dispute among the members of a board of directors of a not-for-profit corporation. However, this particular corporation’s purpose and function is religious, and the dispute before the court is in large measure a spiritual dispute about the behaviour, doctrine, and teachings of the current “Spiritual Head” of the organization.
[88] Generally, with respect to religious entities, the court must remain cognizant of the general proposition that unless civil rights are in question courts do not interfere in their internal workings.[41]
Civil Rights in Question – Statutory Framework
ONCA or CNCA?
[89] It is clear that as YFT has been incorporated; it has adopted a framework of civil rights for its members which may – given appropriate factual circumstances – create jurisdiction for the court to vindicate a member’s civil rights in relation to the organization. One issue within this rubric that has been presented for consideration is which civil rights, under which statute, apply in this case.
[90] The applicants say that the CNCA is the applicable governing statute in this case, while the respondents say the ONCA is the applicable governing statute.
[91] As mentioned, YFT was constituted originally as an Ontario corporation. The ONCA was enacted in 2010. It was proclaimed in force on October 19, 2021. All of the material events that are in dispute in this application occurred while YFT was governed pursuant to the ONCA.
[92] YFT did not come under the aegis of the CNCA until six months after the commencement of this application.
[93] The main reason that this issue is important is that one of the key features distinguishing the CNCA from the ONCA is that the ONCA only has a derivative action provision,[42] while the CNCA has both a derivative action provision[43] and an oppression remedy provision.[44]
[94] The applicants’ arguments set forth in their factum and in oral argument are premised upon the assumption of the applicability of the CNCA. Their factum does not address the question of remedies that may be available to them under the ONCA.
[95] The distinguishing feature of a derivative action and an oppression remedy is that in a derivative action the objective of the plaintiff or applicant is to vindicate the corporation’s rights, while in an oppression remedy the object is to vindicate the plaintiff or applicant’s personal rights as a stakeholder in the corporation.
[96] In a derivative action, the complainant must seek leave of the court to assume the role of – effectively – a champion of the corporation to lead a litigation effort on its behalf to vindicate a right and seek a remedy on behalf of the corporation. The object of the litigation in a derivative action is to protect and vindicate rights of and duties owed to, the corporation.
[97] This is demonstrated by the process a complainant must follow in order to obtain leave to act on behalf of the corporation. Section 183 of the ONCA says:
183 (1) On the application of a complainant, the court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf. [Emphasis added.]
[98] It then sets out a three-point test in s. 183 (2) to determine whether a complainant should be granted leave. That test includes showing: (a) that notice of the application for leave has been provided to interested persons in a prescribed way, (b) that the complainant is acting in good faith; and (c) it appears to be in the interests of the corporation … that the action be brought.
[99] In an oppression remedy, the cause of action being advanced is generally targeted at redressing wrongs done to the complainant personally. It relates to redressing harm done to the stakeholder’s (shareholder, creditor, director, officer, or member’s) interest. Demonstrative of this is the language of s. 253 of the CNCA which says:
253 (1) On the application of a complainant, a court may make an order if it is satisfied that, in respect of a corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member, or causes such a result … [Emphasis added.]
[100] The respondents argue that the applicants have neither sought, nor obtained, leave to commence this proceeding as a derivative action. Further, they argue that was the only path open to them as all the wrongs they alleged to have been done were done while YFT was governed by the ONCA. The fact that YFT was continued under the CNCA six months after this application commenced is of no consequence, and the CNCA can have no retrospective application. For this proposition, the respondents cite R. v. Dineley.[45]
[101] In Dineley, the facts were that Mr. Dineley was charged with blowing over 80 mg of alcohol per 100mL of blood on a breathalyzer test. The trial of the matter had commenced, and defence counsel gave notice of his intent to lead expert toxicology evidence to question the accuracy of the breathalyzer test. This was known as a Carter defence. The Crown indicated he would cross-examine the defence expert. For various circumstances, the trial was adjourned mid-way through. Upon resumption, the parties learned Parliament had, in the interim, amended the Criminal Code to eliminate the Carter defence. Despite this, the trial judge accepted the Carter defence once the trial resumed and entered an acquittal.
[102] The issue the Supreme Court of Canada faced was whether the amendment to the Criminal Code during the trial would have retroactive effect to deprive Mr. Dineley of the Carter defence and, consequently, his acquittal.
[103] In dealing with this point, the Supreme Court stated the following:
There are a number of rules of interpretation that can be helpful in identifying the situations to which new legislation applies. Because of the need for certainty as to the legal consequences that attach to past facts and conduct, courts have long recognized that the cases in which legislation has retrospective effect must be exceptional. More specifically, where legislative provisions affect either vested or substantive rights, retrospectivity has been found to be undesirable. New legislation that affects substantive rights will be presumed to have only prospective effect unless it is possible to discern a clear legislative intent that it is to apply retrospectively (Angus v. Sun Alliance Insurance Co., 1988 CanLII 5 (SCC), [1988] 2 S.C.R. 256, at pp. 266-67; Application under s. 83.28 of the Criminal Code (Re), 2004 SCC 42, [2004] 2 S.C.R. 248, at para. 57; Wildman v. The Queen, 1984 CanLII 82 (SCC), [1984] 2 S.C.R. 311, at pp. 331-32). However, new procedural legislation designed to govern only the manner in which rights are asserted or enforced does not affect the substance of those rights. Such legislation is presumed to apply immediately to both pending and future cases. (Application under s. 83.28 of the Criminal Code (Re), at paras. 57 and 62; Wildman, at p. 331).[46]
[104] The fulcrum upon which the question of whether a statutory provision will have or will not have retroactive effect is whether it bears upon a substantive right or merely a procedural right.
[105] In Dineley, the majority of the Supreme Court concluded that the denial of a Carter defence was a substantive right. On this point, Justice Deschamps said:
I must conclude that the Carter defence has been eliminated as an independent means to raise a reasonable doubt about the reliability of breathalyzer test results. This, in my view, indicates that the provisions are not merely procedural; they affect a defence open to an accused and are therefore subject to the presumption against the retrospective application of new legislation. I agree with Mayrand J.A. in R. v. Gervais (1978), 1978 CanLII 2539 (QC CA), 43 C.C.C. (2d) 533 (Que. C.A.), that the right of an accused to rely on a defence is a substantive right and that new legislation has to be interpreted so as not to deprive the accused of a defence that would have been open to him or her at the time of the impugned act (p. 535).[47]
[106] In the present circumstances, the creation of a cause of action in favour of a person who did not previously have it is a substantive right – not a procedural matter.
[107] The oppression remedy is a statutory cause of action created to redress a wrong done to a person who is within a specified class of stakeholders, specifically a shareholder, creditor, director, officer, or member of a corporation, and for that stakeholder to obtain a remedy for themselves from the wrongdoer.
[108] This is substantively different from a person having a procedural remedy available to them to obtain leave from the court to step into the driver’s seat and drive a piece of litigation for the benefit of the corporation.
[109] At the time the impugned events occurred, the applicants did not enjoy the civil right of an oppression remedy under the CNCA as it was not applicable to YFT. Subsequent adoption of legal rights which are, by their nature, substantive cannot have retroactive effect. In sum, at the time the application commenced and at the time the material events occurred, the applicants did not have the substantive rights of an oppression remedy available to defined stakeholders of a corporation.
[110] Given that the applicants have not sought or obtained leave to commence a derivative action on behalf of YFT, they have no standing to bring such claims on YFT’s behalf against the respondents.
[111] Even if the applicants had brought an application to court for leave to commence a derivative action under the ONCA, it is questionable whether the applicants would have been successful in obtaining leave given that s. 183(1) of the ONCA has a specific exception for a religious corporation. Section 183(3) of the ONCA says: “The court shall not make an order under subsection (1) if the court is satisfied that the corporation is a religious corporation.”[48]
[112] The bulk of the issues that the applicants advance relate to the spiritual and behavioural probity of YFT’s spiritual leader, Satyam. YFT is a religious corporation and the fundamental dispute concerns whether the corporation should continue to follow and abide by the teachings of a man who has been its spiritual leader for many years.
[113] On this basis, the applicants’ application cannot succeed.
Consideration of Applicants’ Allegations of the Respondents’ Breach of Fiduciary Duty and Other Potential Remedies for the Applicants Under the ONCA
Generally
[114] If I am incorrect on the law as stated above, and/or there is an alternative ONCA remedy potentially available to the applicants, a consideration of the allegations of the applicants that the respondent directors have breached their fiduciary duty to YFT and acted in conflict of interest is warranted.
[115] There are substantively two bases upon which the applicants allege that the respondent directors acted in breach of their fiduciary duty to YFT.
[116] First, two of the three respondents were on the board of KF which had a conflicting interest with YFT, as it was aligned with Satyam.
[117] Second, the applicant directors point out that the three respondent directors indicated that Satyam was their personal guru, and they would have difficulty responding to allegations against him. The applicant directors in the application material itself, have adduced some evidence of sexual and physical abuse – and other misbehaviour – by Satyam. They argue that the respondent directors must acknowledge his continued role as spiritual leader of YFT is untenable. Yet, they do not do so. The fact that the respondent directors persist in their support of Satyam’s continuation as the spiritual leader or head of YFT is demonstrative – the applicant directors argue – of a breach of their fiduciary duty to YFT. Specifically, they argue that Satyam’s continuation in his role poses a material risk to YFT which is not being recognized by the respondent directors at the peril of YFT.
[118] I will address each in turn.
Allegation of Material Conflict – KF
[119] With respect to the specific allegation that Renee Usselman’s and Sue Diamond’s involvement as directors of KF constituted a conflict of interest, it is to be noted that KF had similar and apparently complimentary objects of promoting Kriyayoga science and had Satyam as a spiritual guide – like YFT. Though there appears to have been some cross-pollination between the organizations in terms of information and shared mailing lists, these matters were well known in advance of the allegations raised by the applicants and were not deemed to be conflicts.
[120] They only became “conflicts” in June 2023 when at the June 25, 2023, board meeting the applicants raised it. At the nub of the conflict is the fact that KF identifies Satyam as its spiritual guide and the applicants seek to have YFT chart a different path without Satyam as its spiritual guide. The applicants have not advanced sufficient evidence to suggest any material conflict in terms of inappropriate financial misdealing or conflict as between the two organizations by the individual respondents, Renee Usselman and Sue Diamond.
Spiritual Conflict of Interest and Breach of Duty
[121] First, with respect to the allegation of conflict of interest because of the respondents’ spiritual affiliation with Satyam, a review of s. 41 of the ONCA (disclosure of conflicts of interest) would suggest that that section relates only to material conflicts such as the director having personal interests or interests in other organizations that are substantially financial which divide the board member’s loyalty. In such circumstances, the board member must declare those conflicts and absent themselves from board discussions and decisions related to those matters.
[122] The issue of conflicts of interest cannot be so expansive as to bear upon spiritual issues. The courts clearly defer to people exercising their religious and spiritual conscience in these matters.[49]
[123] With respect to s. 43 of the ONCA (standard of care), directors have a duty to the organization that they are the controlling minds of, to act honestly and in good faith and to exercise care, diligence, and skill as a reasonably prudent person would do in the circumstances.
[124] In this case, prior to the commencement of the action, the applicants made some allegations of physical abuse by Satyam of Krishna Bedessee known to the board. However, they did not directly make an allegation of sexual abuse. The allegation of sexual abuse by Satyam of Zena Bedessee was made known to the whole board circuitously through material from, Nancy Lynch. It is unclear, however, exactly what material was made available to the board by Nancy Lynch.
[125] In the course of the respondents’ investigation of the allegations made by the applicants, it would appear the allegations were not fully investigated by the respondent directors in that no apparent attempt was made by the respondent directors to speak with either Krishna or Satyam on this point.
[126] The more explosive allegations of sexual abuse of Zena Bedessee and that Krishna was Satyam’s child were not disclosed by Zena Bedessee until after the delivery of the respondent directors’ report of October 13, 2023. Indeed, much of the material presented concerning allegations of discreditable conduct regarding Satyam was discussed at length in affidavit material in this application and not presented to the entirety of the board for its deliberations.
[127] An example of this is the now prominent allegation by Zena Bedessee that Satyam is the father of her son, Krishna. In the course of the initial allegations and investigation, Zena Bedessee did not personally and directly disclose this information to the respondent directors. She did not make it publicly available until she provided her “clarification letter” to the congregation on or about December 13, 2023.[50] However, the fact of the allegation had been made known obliquely to the respondent directors through correspondence the respondent directors received from Nancy Lynch.[51][52]
[128] The respondent directors, in their October 13, 2023 report, addressed Nancy Lynch’s information as follows:
“The Lynch Correspondence alleges that Zena was sexually and physically abused by Yogi Satyam. As the allegations of sexual abuse have not been brought to the attention of the IB directly by Zena through the Disclosure Process the Independent Board is not able to rely on the allegations against of sexual abuse against Zena by a third party contained in the Lynch Correspondence. Therefore, the allegations contained in the Lynch Correspondence are outside of the jurisdiction of the Board and were not relied upon by the Independent Board for purposes of this IB Report. As copies of the Lynch Correspondence were delivered by supporters of the Complainants to members of the Congregation, we assume that Zena most likely would have approved of the distribution of the Lynch Correspondence to the Congregation. We also assume that Zena was comfortable in having the very serious and personal allegations of sexual assault by Yogi Satyam distributed in the public domain as her preferred means of addressing this matter instead of proceeding to file her allegations against Yogi Satyam with the IB under the Disclosure Process or with the OPP.”[53]
[129] This response is inadequate and inappropriate. It acknowledges that there is an allegation of a serious sexual offense committed by the spiritual head or leader of YFT upon a member of YFT. Yet, because it is alleged to have occurred in a foreign jurisdiction, under the aegis of a separate, yet related organization, it is “… outside the jurisdiction of the Board …” Such a statement does not demonstrate an appropriate appreciation of the level of care and diligence requisite of directors of a corporation like YFT.
[130] It is clear that the investigation undertaken by the respondent directors was not fulsome and complete. They cannot be fully faulted for this as the disclosure to them was, likewise, imperfect. Much of the information now before the court in the affidavit material was not made directly available to the respondent directors by the applicant directors (though some of it was). The court cannot conclude that the respondent directors have acted without honesty or with a lack of good faith.
[131] However, there is an incompleteness of care and diligence in the investigation they performed. The respondent directors have not – on the evidence tendered – demonstrated that they had made any independent inquiry directly of Satyam concerning the allegations against him, nor invited him to directly respond to the allegations against him.
[132] Further, the respondent directors apparently – based on the record before the court – did not seek to inquire directly of Krishna – who was an adult – about the allegations that Zena Bedessee was making on his behalf against Satyam.
[133] These omissions are considered by the court to be a breach by the respondent directors of their duty as directors pursuant to s. 43(1)(b) of the ONCA in that they exercised insufficient diligence and care as directors of YFT in the circumstances.[54]
[134] The court will not opine, nor speculate, on the reasons as to why the respondent directors did not undertake a more rigorous, diligent, and adequate investigation. The court notes, however, that YFT’s position in the counter-application on the issue of Zena Bedessee’s failure to disclose the sexual encounter with Satyam at an earlier point in time constitutes a breach of her fiduciary duty to YFT[55] is problematic when juxtaposed to the respondent directors’ failure to make inquiries directly with Satyam on this point during their independent investigation.
Comments on the Evidence Before the Court
[135] This application has been characterized by a surfeit of problematic affidavit material tendered by the applicants to prove that Satyam is unfit to be the spiritual leader of YFT and that his continuation as such is a material threat to YFT which the directors of YFT have a fiduciary duty to heed – and indeed have failed to heed in breach of that duty.
[136] In that material, in her four affidavits, Zena Bedessee cites at least ten other persons she says have been physically, sexually, or financially abused by Satyam.
[137] The respondent directors in their submissions legitimately criticize the nature of the evidence tendered by the applicants seeking to substantiate their allegations. The evidence in relation to the alleged abuse of these third persons is hearsay and untestable in court. Moreover, through the tendering of the Colleen Lynch Ohio court record, the applicants sought to tender “expert” evidence that Satyam’s KARI Ashram is a “cult.” This opinion evidence was not tendered via Rule 53 and is impermissible.
[138] Despite the problematic nature of much of the evidence tendered by the applicants in this proceeding itself, it is the case that the directors sitting on a board of directors must nevertheless fairly and honestly grapple with problematic information bearing on the corporation’s interests, regardless of the untidiness, sloppiness, or disorganization of its presentation.
ONCA Section 191
[139] There is, in the ONCA, a mechanism by which the applicants may seek, upon application, a court order in relation to directors of YFT. Though the applicants did not cite this provision as grounds in the original notice of application, counsel for the applicants did file a list of relevant provisions under the ONCA in the applicants’ tab 18 of Case Center, which included s. 191 of the ONCA. That section says:
- On the application of a complainant or a creditor of a corporation, the court may make an order directing the corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of the corporation to comply with this Act, the regulations or the articles or by-laws of the corporation or restraining any such person from acting in breach of them and may make any further order that it thinks fit.
[140] In the present case, an officer or director of the corporation is an eligible “complainant.”[56]
[141] Given, as indicated above, the court concludes that the respondent directors in their investigation did not exercise sufficient care and diligence, contrary to s. 43(1)(b) of the ONCA in the conduct of the investigation by not seeking interviews with either Satyam or Krishna, it is appropriate that the court order that the directors of YFT comply with the ONCA by doing so. The directors of YFT have a duty to ensure such interviews must be conducted by a person or persons who are truly independent, and those persons must report back to the board.
[142] In terms of the request of the applicants for an order removing the respondent directors of YFT from the board of directors of YFT - this is relief which is facially beyond the scope of s. 191 of the ONCA and not warranted in any event.
Analysis – The Counter Application
Fiduciary Duty – Removal of Directors Request
[143] After the applicants commenced their proceeding, YFT commenced a counter-application against Zena Bedessee and Anna Cipollone essentially alleging that they have breached their fiduciary duties to YFT.
[144] These allegations flow from the breakdown of relations on the board of YFT. After the majority of the directors of YFT voted on November 18, 2023, to remove the applicants from their executive positions of president (Zena Bedessee) and secretary-treasurer (Anna Cipollone) and for their names to be removed from YFT’s bank accounts as signing officers, they did not co-operate nor comply.
[145] One upshot of this is that the bank accounts of YFT were frozen for a lengthy period of time (approximately 16 months), and as a consequence, in the interim, and apparently to this day, the costs of YFT’s property taxes and various expenses are underwritten by Zena Bedessee personally and/or with possible, presently, unaccounted for donations to YFT.
[146] Again, the source of the discord and division among the members of the board stems from a religious or spiritual disagreement about the leadership and behaviour of Satyam as YFT’s spiritual head or leader.
[147] YFT, presumably upon resolution of the majority/respondent directors, has sought an order with certain relief which includes:
a. a declaration that Zena Bedessee and Anna Cipollone have breached their duties to act honestly, in good faith, and with a view to the best interests of YFT; and
b. an order removing Zena Bedessee and Anna Cipollone as directors of YFT.
[148] Given that the behaviour and actions of Ms. Bedessee and Ms. Cipollone are, on their face, driven in substantial part by spiritual motivations, it is not for the court to conclude that their actions are not in good faith or are not in the best interests of YFT. If the allegations that Ms. Bedessee and Ms. Cipollone level at Satyam are true, such are things that the membership of YFT should be aware of in relation to their spiritual leader. It is not a matter that the court can be called upon to determine in terms of picking sides in an internal spiritual dispute within YFT.
[149] The court, given that YFT is a religious corporation, must tread lightly. Indeed, it was counsel for the respondent directors who urged the court in her submissions to note that courts are loathe to interfere in the internal workings of such corporations. This court sees the wisdom of that invocation and harkens back to the perspective of the Supreme Court in the Ethiopian Orthodox case – unless civil rights are in question, courts do not interfere in the internal workings of religious organizations.[57]
[150] On this basis, the court must reject the respondents’ request for an order that Ms. Bedessee and Ms. Cipollone be removed as directors of YFT.
Certain Civil Rights – Property and Finance Issues
[151] On November 18, 2023, the respondent directors, by majority, voted to remove the president and secretary-treasurer of YFT from their positions and to transfer banking information and responsibility to other newly designated executive officials.
[152] Ms. Bedessee and Ms. Cipollone did not comply.
[153] There is property of YFT which remains in Ms. Bedessee and Ms. Cipollone’s possession which shall be returned to the board of YFT by them. The board includes all five members of the board. The property of YFT shall be deployed and disposed of subject to the will of the board as per its objects, constitution, and by-laws. These objects include:
a. all recordings of guided meditations of Satyam in Ms. Bedessee’s and Ms. Cipollone’s power, possession, and control;
b. all banners and pictures of Satyam which were removed by Ms. Bedessee and Ms. Cipollone from YFT premises;
c. all minute books and any other YFT corporate records of YFT in the possession of Ms. Bedessee and Ms. Cipollone;
d. the identification numbers and passwords of all YFT bank accounts in addition to the pre-existing BMO account that may have been opened or operated by Ms. Bedessee and Ms. Cipollone in respect of YFT; and
e. all passwords for YFT’s internet account and any other business accounts maintained by or on behalf of YFT.
[154] In the interregnum between the breakdown in the relationship among the directors in 2023 and the present, it is clear that a proper accounting has not occurred within the corporation.
[155] On the one hand, YFT as authorized by the respondent directors seek an accounting for monies received as donations to YFT but not reported to them.
[156] On the other hand, the applicant directors, especially Zena Bedessee, seek repayment of money expended by them in supporting YFT’s operations. As of the date of the application in May 2024, the applicant directors assert that that sum was $25,544.99.[58] Presumably, it is more now.
[157] It is appropriate that there be a full accounting of all monies solicited and received on behalf of YFT by both the applicant directors and respondent directors, as well as an accounting of all costs expended personally by the litigants on behalf of YFT’s operations since May of 2023. This accounting shall be disclosed to the members of YFT.
[158] With respect to YFT’s request for an order permanently removing the applicant directors, Zena Bedessee and Anna Cipollone, again, the court heeds the caution of the Supreme Court in the Ethiopian Orthodox case. At its core, this case is about a spiritual dispute within a religious community. The community is larger than just the board of directors of YFT. It includes its members. It is not for this court to determine who should be in positions of leadership (board of directors) in this religious community.
Conclusion
[159] For the reasons set out herein:
a. The application is granted in part in that, under s. 191 of the ONCA, the directors of the board of YFT will be required to continue their investigation of the allegations made against Satyam by inviting Satyam and Krishna Bedessee to be interviewed by an independent investigator as a component of the investigation.
b. The counter-application is granted in part in that:
i. the applicants (respondents by counter-application) will return property as per paragraph 153 above; and
ii. the applicants (respondents by counter-application) as well as the respondent directors shall all submit to an accounting and reconciliation of YFT’s financial affairs.
Costs
[160] I may be addressed in respect of costs of this application in writing within 30 days of this date. Submissions (excluding bills of costs and offers to settle) may be no more than five pages for each side. However, the parties may wish to reflect upon the mixed result herein prior to making cost submissions.
A. Spurgeon J.
Date Released: July 31, 2026
CITATION: Bedessee v. Yog Fellowship Temple, 2026 ONSC 4418
COURT FILE NO.: CV-24-00000828-0000
DATE: 2026-07-31
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
ZENA BEDESSEE and ANNA CIPOLLONE
Applicants
– and –
YOG FELLOWSHIP TEMPLE, RENEE USSELMAN, SUE DIAMOND and SEERAM RATTAN
Respondents
REASONS FOR JUDGMENT
A. Spurgeon, J.
Date Released: July 31, 2026
1It is to be noted that this application was commenced on May 14, 2024, approximately six months prior to the continuation of YFT as a Canada Not-for-Profit Corporation.
2Affidavit of Zena Bedessee, May 13, 2024, at para. 39 (Case Center, pp. A27-A28)
3Evidence of Renee Usselman affidavit, para. 6, Case Center, p. B-1-5; Cross-exam transcript of Renee Usselman p. 432, Case Center, p. B-1-667; Affidavit of Zena Bedessee, Oct. 9, 2024, Ex. O, Case Center, p. A1629.
4Manwel Bedessee transferred the property at 388 Plains Road, Kitchener to YFT on December 30, 2003 (Case Center, p. A37).
5Affidavit of Zena Bedessee, May 13, 2024, at para. 7 (Case Center, p. A15)
6From October 2003 to January 2005 and periodically thereafter.
7Affidavit of Zena Bedessee, May 13, 2024, at para. 7 (Case Center, p. A15)
8Affidavit of Zena Bedessee, May 13, 2024, at para. 10 (Case Center, p. A16)
9Affidavit of Zena Bedessee, May 13, 2024, at para. 9 and 26 (Case Center, pp. A16, A24)
10Affidavit of Zena Bedessee, May 13, 2024, at para. 8 (Case Center, p. A15)
11Affidavit of Zena Bedessee, May 13, 2024, at para. 29 and 30 (Case Center, p. A25)
12Affidavit of Zena Bedessee, May 13, 2024, at para. 8 (Case Center, p. A15)
13Affidavit of Renee Usselman, August 22, 2024 at para 18 and 19 (Case Center, p. B-1-8)
14Affidavit of Zena Bedessee, May 13, 2024, at para. 31 (Case Center, p. A25). It is noted that of the respondents, Ms. Diamond resides in Vancouver, BC, Ms. Usselman resides in Calgary AB, and Mr. Rattan lives in Mississauga, ON.
15Affidavit of Zena Bedessee, May 13, 2024, at para. 35 (Case Center, p. A26)
16Affidavit of Renee Usselman, August 22, 2024, at para. 9 (Case Center, p. B-1-6)
17Affidavit of Renee Usselman, August 22, 2024, at Exhibit B. (Case Center, p. B-1-49)
18Affidavit of Renee Usselman, August 22, 2024, at Exhibits D and E. (Case Center, p. B-1-60 to B-1-64)
19Affidavit of Renee Usselman, August 22, 2024, at para. 10 (Case Center, p. B-1-6)
20Affidavit of Renee Usselman, August 22, 2024, at para. 12 and Exhibit A (Case Center, p. B-1-7 and B-1-25)
21Affidavit of Zena Bedessee, May 13, 2024, at paras. 7 through 15 (Case Center, pp. A15 to A17)
22Draft minutes of the June 25, 2023 meeting were created, but such minutes appear to have not been properly adopted by the board. They were, however, proffered as Exhibit G to Ms. Usselman’s affidavit of August 22, 2024.
23Ibid, (Case Center B-1-74)
24Ibid, (Case Center B-1-74).
25Affidavit of Zena Bedessee, sworn October 4, 2024, Ex. O (Case Center, p. A1632)
26Affidavit of Renee Usselman, sworn August 22, 2024, Ex. G (Case Center, p. B-1-74)
27Affidavit of Zena Bedessee, sworn October 4, 2024, Ex. O (Case Center, p. A1630)
28Affidavit of Renee Usselman, sworn August 22, 2024, (Case Center, p. B-1-14)
29Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit K (Case Center, p. B-1-85); see also Exhibit N (Case Center, p. B-1-122)
30Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit K (Case Center, p. B-1-86)
31Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit L (Case Center, p. B-1-90)
32This letter is referred to in a chart attached to the “Independent and Majority Directors Report” of October 13, 2023, Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit N (Case Center, p. B-1-136).
33Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit N (Case Center B-1-128).
34It is to be noted however, that Zena Bedessee as a single exhibit to her affidavit of May 13, 2024 (Exhibit N) appears to encompass transcripts of both evidence on discovery and of the trial, as well as medical opinion reports and the reasons for judgment in a guardianship application in relation to a woman named Colleen Lynch which occurred in the state of Ohio in 2019 and 2020. This material consisted of approximately 1,070 pages presented in an unorganized, non-hyperlinked format in Case Center. One must presume some of this material was included or referred to by Nancy Lynch in her correspondence to the respondent directors of September 7, 2023. The court further notes that the respondent Sue Diamond was a witness in the Colleen Lynch proceeding. One of the issues in that proceeding was whether Satyam’s Ashram in India constituted a “cult” wherein he is alleged to have sexually abused Colleen Lynch. At the end of the day, Colleen Lynch was found by the court in Ohio not to be mentally incapable and the application of her parents’ seeking guardianship was dismissed.
35Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit N (Case Center B-1-136)
36Affidavit of Renee Usselman, sworn August 22, 2024, Exhibit N (Case Center, p. B-1-132)
37Affidavit of Renee Usselman, Sworn August 22, 2024, Exhibit P (Case Center, p. B-1-140)
38Affidavit of Renee Usselman, Sworn August 22, 2024, Exhibit Q (Case Center, p. B-1-143)
39Affidavit of Renee Usselman, Sworn August 22, 2024, Exhibit P (Case Center, p. B-1-147)
40Affidavit of Renee Usselman, Sworn August 22, 2024, (Case Center, p. B-1-18)
41Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, 2021 SCC 22, [2021] 1 S.C.R. 868, at paras. 27 to 31.
42ONCA, s. 183
43CNCA, s. 251
44CNCA, s. 253
45R. v. Dineley, 2012 SCC 58, [2012] 3 S.C.R. 272
48It is to be noted that the provisions in the CNCA related to derivative actions likewise have a similar, though not identical, “faith-based defence” on an application for leave to commence a derivative action. See: s. 251(3) of the CNCA.
49Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, at paras. 27 to 31
50Case Center p. A120
51Nancy Lynch is related to Colleen Lynch, who, as mentioned previously, was the subject of the guardianship court application in Ohio wherein it was argued she was mentally in thrall to Satyam and incapable of making responsible decisions for herself and therefore needed appointment of a guardian. Much of the evidence of that application – including all transcripts – was tendered as an exhibit to Zena Bedessee’s first affidavit. Much of the evidence tendered in that application centered on the activities occurring at the KARI Ashram and the assertion that it was a “cult.” Ultimately, the court concluded that Colleen Lynch was not mentally incapable and the application for guardianship of Colleen Lynch was denied.
52It is to be noted that in the Ohio court hearing concerning Colleen Lynch, Zena Bedessee’s brother, Berlin Bedessee, gave evidence that at the time Krishna was born he visited Zena in India and his impression was that Zena had undergone a traumatic experience regarding the birth and she, along with Satyam, told him that Krishna’s birth was the result of “immaculate conception.” This evidence from Berlin Bedessee is found at page 213 of the trial transcript, located at Case Center p. A680.
53Affidavit of Zena Bedessee, Sworn May 13, 2024, Exhibit C, Case Center, p. A106
54It is noted that, in oral submissions, counsel for the respondent directors and YFT as counter applicant conceded that the respondent directors would have a continuing obligation to investigate and consider the allegations and information provided to them after the October 13, 2023 report which is in the affidavit material proffered in the application before the court.
55Respondent directors and YFT factum, para. 63.
56ONCA, s. 182(1)
57Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, at paras. 27 to 31
58Notice of Application (Case Center, p. A8)