Executive summary: Key legal and evidentiary issues

• Lowndes, a Florida law firm, petitioned to enforce a letter rogatory under s. 53 of the B.C. Evidence Act to compel the examination and document production of non-party witness Zia Hirji in connection with the underlying Florida Action.

• Central allegations in the Florida Action assert that Lowndes aided and abetted fraud and breaches of fiduciary duties on the part of MyApps and its former CEO by failing to disclose a civil theft claim and accurate financial information during the Telecure-MyApps reverse merger.

• The Court applied the Monster Energy and EchoStar factors—relevance, necessity, obtainability, public policy, specificity, and burden—to assess whether disputed document categories and deposition topics should be compelled.

• Relevance disputes centered on the "financial condition allegation" and Lowndes' "causation argument," i.e., whether Telecure would have proceeded with the merger regardless of undisclosed financial information.

• Several disputed document requests were found overbroad, while others were granted in part where a sufficient nexus to causation or the financial condition allegation was demonstrated.

• All disputed deposition topics (1–6) were denied on the basis that the evidence was either impermissible for a third-party witness, otherwise obtainable, or already covered by topics Mr. Hirji had voluntarily agreed to, and each party was ordered to bear its own costs.

Background of the dispute

This case arises from an underlying lawsuit in Florida advanced by MyApps Corp. and Telecure Technologies, Inc. against the law firm Lowndes, Drosdick, Doster, Kantor & Reed, P.A. MyApps was a health technology company incorporated in Florida, and Telecure is incorporated in British Columbia. In December 2020, Telecure, MyApps, and a wholly owned subsidiary of Telecure entered into an arrangement agreement under British Columbia law, pursuant to which Telecure agreed to purchase 100% of MyApps' stock through a reverse merger transaction. The merger closed on August 11, 2021, and MyApps became the operating business of Telecure. Concurrent with the merger, Telecure conducted financing to raise capital. Shortly after the merger closed, Telecure became publicly traded on the Canadian Stock Exchange. Ultimately, the Telecure business failed.

The Florida Action and allegations against Lowndes

In the Florida Action, MyApps and Telecure allege that Lowndes aided and abetted fraud and breaches of fiduciary duties on the part of MyApps, and in particular, MyApps' former CEO, Adnah Malik. Specifically, during the course of due diligence on behalf of MyApps, the firm allegedly failed to disclose: (1) a civil theft claim to which Mr. Malik was a party; and (2) accurate information about MyApps' finances, revenues, and customers. Telecure seeks to recover, among other relief, damages arising from the loss of its business. The Florida Action is ongoing, with the trial period set to begin on June 1, 2026.

The role of Zia Hirji and the letter rogatory

The respondent, Zia Hirji, is an investment advisor employed by Research Capital Corporation, formerly known as Mackie Research Capital Corporation. Lowndes alleged that Mr. Hirji was closely involved in the subject transactions: it alleged that Mr. Hirji identified MyApps as a target for acquisition and introduced MyApps to Telecure, that Mr. Hirji procured a Letter of Intent for the acquisition of MyApps by Telecure, that he "appears to have been closely involved in Telecure's due diligence of MyApps, including its financial documentation," and that he remained involved in an advisory capacity regarding the merged entity. Lowndes submitted that Mr. Hirji's involvement appears to have been in his personal capacity, rather than as an employee of Mackie, and for that reason sought testimony and documents from him individually. Mr. Hirji denied being involved in the due diligence process. He voluntarily produced some documents in response to the letter rogatory, but Lowndes was not satisfied with the extent of this production. Lowndes sought to enforce a letter rogatory made on November 17, 2025, by the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida, to compel Mr. Hirji's examination and document production under s. 53 of the B.C. Evidence Act.

Legal framework applied by the Court

Justice Loo applied the well-established framework from Monster Energy Company v. Craig, 2016 BCCA 290, and EchoStar Satellite Corporation v. Quinn, 2007 BCSC 1225, which sets out six factors to guide the enforcement of letters rogatory: relevance; whether the evidence is necessary for trial and will be adduced at trial if admissible; whether the evidence is otherwise obtainable; whether the order sought is contrary to public policy; whether the documents sought are identified with reasonable specificity; and whether the order sought is unduly burdensome. The Court also referenced Liu v. Zhi, 2019 BCCA 427, which quoted with approval from Aker Biomarine AS v. KGK Synergize Inc., 2013 ONSC 4897, emphasizing that the scope of what is discoverable in the United States is generally much broader than in Canada, and that without an adequate showing of relevance according to the domestic Canadian interpretation of that term, the court may be sanctioning a "fishing expedition." The Court further noted that an enforcement application is not simply a rubber stamp exercise, and that granting letters rogatory without meaningfully considering relevance constitutes reversible error.

Agreed categories and the remaining disputes

Many of the original disputes between the parties were resolved by agreement. By means of a joint letter dated January 22, 2026, counsel advised that certain categories of document production and deposition topics had been agreed to, and that other categories and topics continued to be disputed. The Court's task was to determine which disputed categories of documents must be produced and which disputed topics could be canvassed in the deposition of Mr. Hirji. The outstanding disputes primarily focused on two issues: the "financial condition allegation"—whether Lowndes failed to disclose accurate information about MyApps' finances, revenues, and customers—and the "causation argument"—whether Telecure would have proceeded with the merger transaction even if it had been advised of the facts that Lowndes is alleged to have failed to disclose.

Rulings on disputed document categories

The Court addressed four disputed document categories. For the first category—all communications between Mr. Hirji and six named individuals concerning MyApps and the transaction—the Court partially granted the request, finding that communications concerning the proposed transaction or the merger transaction between MyApps and Telecure were relevant to the causation argument and ought to be produced. However, the Court declined to order production of communications regarding the brokered private placement conducted by Mackie, Telecure's listing on the CSE, the termination of Mr. Malik, Kashif Akram, and Dr. Muhammad Shaukat, or the current business of MyApps, finding those sub-categories insufficiently relevant to the issues in the Florida Action.

For the second disputed category, the Court addressed three sub-parts. Documents concerning Mr. Hirji's identification of MyApps as a target for the reverse merger were found sufficiently relevant to the causation argument and ordered produced, but any broader request regarding his "involvement in the transaction" was rejected as too broad. Documents concerning the formation, execution, and assignment to Telecure of the letter of intent, including the engagement of Segev LLP, were denied; the Court held that a document does not meet the relevance threshold simply because it provides "context" to the issues in the underlying action. Documents concerning financial information presented in the preliminary or final prospectuses filed by Telecure with the BCSC were found to already fall within the agreed-upon category of documents mentioning or concerning MyApps' financial statements or financial condition, making a separate order unnecessary.

Communications about MyApps or Telecure to prospective or existing investors were ordered produced to the extent the documents concerned the merger transaction, as the Court found them sufficiently relevant to the causation argument. Communications related to advisory contracts were granted only to the extent that they dealt with Telecure's or MyApps' reasons for entering into the transaction; the petitioner's demand that all communications about advisory contracts be produced was found to be too broad.

Rulings on disputed deposition topics

The Court refused all six disputed deposition topics. Deposition topic 1—Mr. Hirji's documents and his process of review and disclosure in response to Lowndes' requests—was rejected because the Court had not been provided with any authority indicating that these types of questions are permissible in respect of a third-party witness, particularly when that witness' evidence is being obtained by letters rogatory, and because the letter rogatory did not specifically seek deposition on that topic. Deposition topics 2 through 6, covering the MyApps-Telecure transaction including warrant offerings and the brokered private placement, the origins of the relationships between MyApps, K2 Capital Inc., and Telecure, the letter of intent and its assignment to Telecure, Mr. Hirji's knowledge of Telecure's prospectuses and listing on the CSE, and the merged entities' advisory contracts, were collectively denied. The Court found that evidence regarding the transaction generally would be available from other participants in the transaction and from Mackie. Furthermore, Mr. Hirji had already agreed to be deposed on his knowledge and understanding of MyApps' pre-merger business, financial records, financial position, and merger objectives, Telecure's own business objectives with respect to entering into the transaction with MyApps, and the business and consolidated financial outlook of the merged entities—which adequately covered the relevant causation and financial condition issues. The Court concluded that Lowndes had not established that deposition topics 2–6 were otherwise relevant to the issues in the Florida Action, or that there was a sufficient link between the requested evidence and the issues in the litigation to warrant an order compelling Mr. Hirji's testimony on those broader topics.

Outcome and costs

Justice Loo ordered Mr. Hirji to produce documents and to submit to a deposition on the topics as set out in these reasons, granting the petition in part. The Court found that success on this application was divided, as Mr. Hirji had resisted providing evidence in circumstances where such resistance was unjustified, but Lowndes had sought the production of evidence which was overbroad. Accordingly, the parties were ordered to bear their own costs of the application, with no exact monetary amount awarded in favour of either party.