Yun Lu

This decision concerns a dispute over the rightful board of directors of Visionary Holdings Inc. and allegations of fraud and oppression.

The court determined that the Board of Directors as it existed on March 25, 2025, is the lawful board until further order.

The court also found a prima facie case of oppressive conduct and ordered the appointment of an inspector under the Business Corporations Act.

The court granted injunctive relief restraining Fan Zhou from participating in management and 3888 Investment Group Limited from altering the board pending investigation.

The moving party, who was not a party to the main application, brought a motion under s. 21(5) of the Courts of Justice Act to review directions that declined to schedule his motion to stay the application.

The court initiated a Rule 2.1 process to consider dismissing the review motion as frivolous, vexatious, or an abuse of process, because the underlying application had already been dismissed on consent.

The moving party challenged the Rule 2.1 process and sought the judge's recusal.

The court declined to recuse itself and dismissed the review motion under Rule 2.1, finding it was a clear case of abuse of process as the motion sought to stay a proceeding that no longer existed.

The court issued a notice under Rule 2.1 considering the dismissal of the applicants' judicial review application as frivolous, vexatious, and an abuse of process.

The notice cited the litigation guardian's failure to retain counsel and the deficient nature of the Notice of Application.

The court found the applicants had cured the representation defect by retaining counsel.

Although the Notice of Application remained fundamentally deficient, the court granted the applicants an indulgence to file an amended pleading, staying the Rule 2.1 process pending compliance.

The applicants, acting through litigation guardians, sought judicial review of decisions regarding secondary school programs offered by the Toronto District School Board.

At a previous case conference, the litigation guardians were directed to retain counsel as required by Rule 7.05(3) of the Rules of Civil Procedure and to amend their deficient notice of application.

At a subsequent case conference, the applicants sought a continued stay pending the outcome of a similar case, while the respondent sought dismissal for non-compliance.

Finding that the litigation guardians had failed to retain full counsel and that the notice of application remained deficient, the court directed the Registrar to issue a notice under Rule 2.1.01 considering dismissal of the application as frivolous, vexatious, and an abuse of process.