Real Property - Registration of real property - Certificate of pending litigation (lis pendens)
Defendant purchaser purchased subject property ostensibly from defendant vendor, shares of which were 50/50 between plaintiff and defendant NA, whose real estate agent husband MC did business with purchaser's principal. Plaintiff alleged MC suggested he invest in property for development with MC's help, and best vehicle was to purchase shares of corporation that held title to property (vendor), but plaintiff was never told that previous owner was holding shares as MC's nominee. Plaintiff alleged MC withheld information about site plan approval, and discovered MC had signed it without authorization on behalf of vendor, and NA had registered notice on title indicating she had authority to bind vendor. Plaintiff alleged without consultation, property was sold seven days after agreement was signed by NA on behalf of vendor and with purchaser's acknowledgment that MC and NA were in dispute with plaintiff. Plaintiff alleged sale was fraudulent and ought to be rescinded, which purchaser denied. Master dismissed purchaser's motion for order discharging certificate of pending litigation. Purchaser appealed. Appeal dismissed. Master agreed with plaintiff and his position that interest in land was issue. Master noted badges of fraud: secret nature of transaction, NA's execution of transfer documents, absence of resolution sanctioning sale, MC instructed real estate counsel, and haste in completing sale. Master accurately considered whether plaintiff was shell corporation, uniqueness of land, claim for damages not being alternative claim, presence or absence of another willing purchaser, and balance of harm. Plaintiff's interest in potential value of his investment was significantly larger than sum purchaser paid into court. Master did not misapprehend evidence, exercise her discretion on wrong principles, nor make error in law which required interference with her decision.
Goyal v. 2623559 Ontario Inc. (2019), 2019 CarswellOnt 4367, 2019 ONSC 1182, G. Dow J. (Ont. S.C.J.); affirmed (2018), 2018 CarswellOnt 18552, 2018 ONSC 6658, Master Abrams (Ont. S.C.J.).
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