Executive Summary: Key Legal and Evidentiary Issues

• The application concerns whether a certification of pending litigation (CPL) registered against a commercial unit should be cancelled for failing to plead an interest in land under section 215 of the Land Title Act.
   
• Evidentiary limits required the court to accept the pleaded facts as true, since no weighing of evidence was permitted on the application.
   
• Bare trust allegations were found deficient because the plaintiff did not plead when or how the trust arose, or its specific terms.
   
• Ownership claims tied to a failed Share Purchase Agreement (SPA) were treated as a commercial dispute rather than a land interest, following the reasoning in Taylor v. 1103919 Alberta Ltd.
   
• A restrictive covenant registered on title undermined the plaintiff's assertion of a present proprietary interest in the property.
   
• Ultimately, the court discharged the CPL and awarded costs to the successful defendant at Scale B.
   

Facts of the case

This application was brought by the defendant, 1188845 B.C. Ltd. ("845 Ltd."), seeking cancellation of a certification of pending litigation (CPL) filed by the plaintiff, 1188769 B.C. Ltd. ("769 Ltd."), on November 13, 2025 against Unit 103 at 8318 120th Street, Surrey, British Columbia. The defendant Shani Sidhu, the sole director of 845 Ltd. and a family physician, did not participate in the hearing. In its Notice of Civil Claim (NOCC), the plaintiff alleged that it and 845 Ltd. jointly acquired and owned three commercial units — Units 101, 102, and 103 — despite title being registered differently among the parties. The plaintiff claimed that 845 Ltd. held 50% of its registered interest in Unit 102 as a bare trustee for the plaintiff, and that the plaintiff similarly held 50% of Unit 101 as a bare trustee for 845 Ltd., with Unit 103 held jointly by both. It further pleaded that it had entered into a Share Purchase Agreement (SPA) on September 22, 2023 to purchase all shares of 845 Ltd. for $2.1 million, later amended to $2 million, with a completion date extended twice to December 18, 2024. The plaintiff maintained it was ready and able to complete the purchase, but that 845 Ltd. and/or Sidhu repeatedly refused to transfer the shares, breaching the SPA. In the alternative, the plaintiff alleged that Sidhu, as the directing mind of 845 Ltd., knowingly and intentionally induced 845 Ltd. to breach the SPA. The relief sought included specific performance of the share transfer, an order seizing and transferring the shares, a CPL against Units 102 and 103, and, alternatively, damages for breach of contract or for inducing breach of contract.

Policy and legislative provisions at issue

The central legislative provision was section 215(1) of the Land Title Act, R.S.B.C. 1996, c. 250, which permits a person claiming an estate or interest in land, or given a right of action respecting land by another enactment, to register a CPL against that land. Also relevant was a restrictive covenant registered on title to the Units in March 2020 at the City of Surrey's request, prohibiting any transfer, conveyance, or assignment of interests in the Units until the demising walls separating them were reinstated; the covenant had been required by the City as a condition of processing tenant improvement applications. The court relied on established authority holding that a CPL is an extraordinary pre-judgment mechanism to preserve a valid claim to an interest in land, and is not to be used as pre-judgment security for a purely financial claim. Drawing on the summary of principles in Boston Development Corp. v. Takhar, 2026 BCSC 784, the court noted that it has inherent jurisdiction to cancel a CPL that does not meet the preconditions for registration, that an interest in land is claimed only where title may change as a result of the proceedings, and that an application to cancel a CPL for non-compliance with section 215 does not involve weighing evidence or assessing the strength of the claim — the court considers only whether such a claim is pleaded. The adequacy of the pleadings is assessed as of the date the CPL was filed, and deficiencies cannot be cured by later amendment.

Reasoning and analysis

Applying this framework, the court accepted the pleaded facts as true without weighing evidence. The plaintiff argued that the NOCC pleaded an interest in land in two ways: through a bare trust arising from the parties' collective purchase and ownership of the Units, and through a claim for specific performance of the SPA, which it said would give it an interest in the Units, including Unit 102. Justice Girn identified several difficulties with this position. First, the claim for shares — even accepting that 845 Ltd.'s only asset is Unit 102 — did not amount to a claim to an interest in land, consistent with the outcome in Taylor v. 1103919 Alberta Ltd., 2015 ABCA 201, where purchasing all shares of a company whose sole asset was a unit did not entitle the purchaser to file a CPL. Second, the bare trust allegations were ancillary, strategic, and conclusory: the plaintiff had not pleaded when or how the trust arose, its terms, any declaration or agreement creating it, or the contributions and payment scheme said to underlie the beneficial ownership. Third, the pleaded claim of "joint ownership regardless of title" was vague, with no trust deed, partnership agreement, or contribution structure pleaded to support it. Fourth, the restrictive covenant on title, acknowledged in the plaintiff's own pleadings, supported the conclusion that no transfer of ownership interest had occurred, further undermining any claim to a present proprietary interest. Finally, even if specific performance of the SPA were ordered, the remedy concerned transfer of shares, not land, so the plaintiff would not thereby acquire title to, or a proprietary interest in, Unit 102. The court characterized the CPL as a litigation tactic intended to create leverage in what was fundamentally a commercial dispute properly resolved through a contractual claim for enforcement of the SPA or damages.

Ruling and overall outcome

The court concluded that, reading the NOCC as a whole and assuming the pleaded facts to be true, the plaintiff had not pleaded a claim to an interest in the property on which the CPL was registered. Pursuant to section 215(1) of the Land Title Act, the court ordered the discharge of the CPL filed by the plaintiff on November 13, 2025, registered under registration number CB2453213 in the New Westminster Land Title Office against the property legally described as PID: 030-957-851, Strata Lot 34, Section 30, Township 2, New Westminster District, Strata Plan EPS4116. The defendant applicant, 845 Ltd., was successful on the application and was awarded costs at Scale B; the decision does not specify a numeric costs amount.