Executive Summary: Key Legal and Evidentiary Issues

• Two sets of Defendants brought cross-motions seeking to set aside Justice Andre's April 15, 2025 order requiring them to pay specific funds into court.

• Contempt was alleged against the same Defendants for failing to comply with that order.

• Bank records became central evidence, with each side pointing to different transactions to support its position on the funds' location and availability.
   
• Impossibility of compliance was raised as a defence, based on evidence that the funds had already been disbursed before the order was made.
   
• Procedural fairness was also contested, since two of the Defendants were self-represented when the original order was issued.
   
• Interpretation of the phrase "specific funds" in the April 15, 2025 order proved determinative to the outcome.
   

Facts of the case

This decision arises from a dispute over a real estate transaction involving the property at 0 Torbram Road, Caledon, Ontario. The Plaintiffs, 1691637 Ontario Inc. and two individuals, allege the property was transferred to the Defendant, 2602317 Ontario Inc. ("260 Ontario"), without their knowledge or consent. 260 Ontario paid $4,800,000 for the property but has been unable to take title because of allegations that some of the purchase monies were improperly paid to individuals who are not owners of the land. 260 Ontario previously obtained tracing, Mareva, and Norwich orders to trace the distribution of the closing funds.

According to Abdul Wajid Ishaq's affidavit evidence, he was approached on behalf of himself and Toronto Wire & Solutions Corp. ("Toronto Wire") by the Plaintiff, 1691637 Ontario Inc., through its director, identified in the case caption as Karni Pal Singh Dhillon [referred to elsewhere in the decision as "Kami Pal Singh Dhillon"], to provide consultancy services for the sale of the property. A consultancy and finder's fee agreement followed, and Ishaq located 260 Ontario as the buyer for $4,800,000. The Agreement of Purchase and Sale was signed January 9, 2025, and the transaction closed January 16, 2025. Referral fees were directed to be paid to SAI Consulting Services Inc. ("SAI Consulting") and Toronto Wire at closing, though 260 Ontario alleges Toronto Wire rerouted additional funds to itself beyond the agreed fees.

On April 15, 2025, Justice Andre ordered SAI Consulting and Toronto Wire to pay into court the specific funds each had received from the transaction: $450,000 for SAI Consulting (paid into a TD account) and $200,400 for Toronto Wire (paid into an RBC account). Neither Defendant paid the funds into court, and neither moved to set aside the order until after being served with 260 Ontario's contempt motion. At the hearing of this motion, the parties agreed the cross-motions to set aside would be argued first, with contempt submissions to follow afterward; the contempt motion itself was not decided in this ruling, though some related evidence was referenced for narrative purposes. This decision also replaces an earlier decision under the same citation, released June 12, 2026, which was set aside.

Policy and legislative provisions at issue

Justice Andre's April 15, 2025 order was made under Rule 45.02 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, which permitted the funds to be paid into court pending further order or final disposition of the action. The order's third paragraph allowed "any affected party" to apply for directions or to vary or set aside the order on notice to counsel for the moving party. The Defendants' motions to set aside relied on Rule 59.06(2), which permits a party to move to set aside or vary an order.

Reasoning and analysis

Toronto Wire and Ishaq argued that the order's reference to "specific funds" meant only the exact funds received at closing, and since bank statements showed the $200,400 received January 17, 2025 was disbursed through five wire transfers totalling $253,136.73 by January 23, 2025, compliance was impossible. SAI Consulting and Rajeev Gulati made a parallel argument: Gulati's affidavit stated SAI Consulting received $450,000 on January 16, 2025, retained a $60,000 commission, and disbursed $86,000 belonging to Ishaq (which Ishaq had allowed Gulati to use, with a promise of repayment) and $304,000 to individuals directed by Ishaq, including his mother, friend, and wife. Gulati stated he could not detail the disbursements further because the bank account had since closed, and a bank statement showed a $3.50 balance as of the account's last transaction on March 10, 2025. SAI Consulting and Gulati also argued the order was premature, since the underlying fraud allegations remained unproven, and that procedural fairness was compromised because they were self-represented and had not filed written materials before Justice Andre. Gulati additionally pointed to his and his wife Hema Gulati's January 2026 bankruptcy filing (trustee: Goldhar & Associates Ltd., which received notice but did not attend) as evidence of inability to pay, though the court noted no similar bankruptcy evidence existed for SAI Consulting itself.

260 Ontario disputed the impossibility argument, noting Ishaq admitted on cross-examination to receiving $3.5 million in proceeds from the land, refused to answer 79 questions mostly concerning the location of funds, and admitted loaning $17,000 to a friend after receiving the sale proceeds. 260 Ontario also pointed to Toronto Wire's bank statement showing a $1,831,905 credit adjustment on January 24, 2025 and a closing balance of $1,838,116.24. On procedural fairness, 260 Ontario noted both Ishaq and Gulati were present when Justice Andre made the order and, despite being self-represented, had the opportunity to move to set it aside but did not do so until the contempt motion was served.

Justice Wilkinson, citing Sweda Farms Ltd. v. Ontario Egg Producers et al. and Boily et al. v. Carleton Condominium Corporation 145 et al., held that orders must be interpreted contextually to achieve their objective, and parties cannot rely on a restrictive, literal reading to circumvent an order. The court found it unreasonable to interpret "specific funds" as limited to the exact funds received three months earlier, concluding the phrase carried the same force as "specific amount" and was intended to require payment of the amounts the Defendants had received from the transaction. The court also found the moving Defendants had notice of and were present for the original motion, that no materials were filed by Toronto Wire or SAI Consulting in response at the time, and that neither had established new facts arising after the order to justify varying or setting it aside.

Ruling and overall outcome

The court dismissed both cross-motions, finding the April 15, 2025 order was clear and unequivocal, that both sets of Defendants had knowledge of it, and that they failed to establish grounds to justify setting it aside. 260 Ontario was the successful party on the cross-motions. This ruling does not itself grant a new monetary award; it upholds the existing requirement that SAI Consulting and Toronto Wire pay their respective funds into court. On costs, the decision notes that none of the parties had uploaded Bills of Costs or a Cost Outline as required by the Practice Directions, and the parties were encouraged to resolve costs between themselves; if unresolved, 260 Ontario may file a costs submission by July 24, 2026, with responding submissions from Toronto Wire and SAI Consulting due by August 7, 2026, meaning no specific costs amount was determined in this decision.