) ) JAGANNATH PAL v. DOLLY BHADRA, 2013 ONSC 1329

CITATION : Pal et al v. Chatterjee et al, 2013 ONSC 1329 COURT FILE NO.: 885/13 DATE: 2013-03-04 ONTARIO SUPERIOR COURT OF JUSTICE BETWEEN: ) ) JAGANNATH PAL and DOLLY BHADRA Applicants – and – DIPTENDU CHATTERJEE, SAMIRENDRA K. DEY, SAMIR BANERJEE, TRIDIB GHOSH, SWAPNA BANERJEE and JAYANKAR SEN Respondents ) ) ) ) ) ) ) ) ) ) ) ) ) Suvendu Goswami, Counsel for the Applicants Ian K. Latimer, Counsel for the Respondents ) ) ) HEARD: February 25, 2013 REASONS FOR JUDGMENT GRAY J. [ 1 ] The applicants and the respondents are trustees of a religious organization incorporated under the Canada Corporations Act .

The applicants allege that the respondents are orchestrating their expulsion as members of the Corporation, when their real objective is to have them removed as trustees. They bring application for an order declaring the actions of the respondents to be unlawful, and for an order requiring the respondents to not hold meetings at which their membership, or their expulsion from membership, will be considered. [ 2 ] For the reasons that follow, the application is granted. Background [ 3 ] Toronto Kalibari is a corporation without share capital, incorporated under the Canada Corporations Act on June 19, 1985.

It has 378 members. Its objects are as follows: 1. To acquire, establish, construct, operate, maintain and equip a Hindu Temple for the worship of Hindu deities with Goddess Kali as its presiding deity. 2. To promote the religious and spiritual well-being of the Hindu Community and to preserve the tradition of Bengal. 3. To acquire, establish, construct, operate, maintain and equip a Religious Centre as part of the KALIBARI with a view to promoting Educational, Social and Cultural activities of the said Community. 4.

To promote harmony, friendship and co-operation among the communities and to create mutual understanding between different faiths. 5. To receive and maintain a fund or funds and to apply from time to time all or part thereof and/or the income therefrom for the attainment of and carrying out of the objects aforesaid. 6.

To do all such things as are incidental or conducive to the attainment of the above objectives and in particular, to acquire and to hold, by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property; and to enter into and carry out agreements, contracts and undertakings incidental thereof.

[ 4 ] There is a board of trustees of Toronto Kalibari, consisting of nine trustees. They have staggered terms of office. The current trustees are: Name Position Term Mr. Samirendra Dey Chairman June 2008 to May 2014 Mr. Mrinal Dutta Ray Vice-Chairman June 2008 to May 2014 Dr. Diptendu Chatterjee Secretary June 2012 to May 2018 Mr. Samir Banerjee Asst. Secretary June 2010 to May 2016 Mr. Tridib Ghosh Treasurer June 2012 to May 2018 Mrs. Swapna Banerjee Assist. Treasurer June 2010 to May 2014 Mrs. Dolly Bhadra Trustee June 2010 to May 2016 Mr. Jagannath Pal Trustee June 2010 to May 2016 Mr.

Jayankar Sen Trustee June 2012 to May 2018 [ 5 ] The current bylaws of the Corporation were approved by the members of the Corporation on April 25, 2011, and were approved by Industry Canada on July 25, 2011. I will have more to say about the bylaws in a moment. [ 6 ] On October 10, 2012, a member of the Corporation, Ms. Rita Chakrabarti, who is not a trustee, was instrumental in creating and circulating a petition, in which it was alleged that a number of improprieties had occurred over the past few years, and demanded that a special general meeting be called to deal with them.

Fifty-two members signed the petition, including the applicants. For the purpose of this application, it is unnecessary to discuss the particulars of the allegations. Some of them have been the subject of correspondence with the Public Guardian and Trustee. Once again, for the purpose of this application it is unnecessary to discuss that correspondence. [ 7 ] Of the nine trustees, three think there is enough merit in the allegations that they should be investigated, and are concerned enough about them that they think the Board of Trustees should get to the bottom of them.

Those trustees who are concerned are the applicants, Jagannath Pal and Dolly Bhadra, as well as the vice-chair of the Board of Trustees, Mrinal Dutta Ray. Mr. Dutta Ray is not an applicant in these proceedings, nor did he sign the petition. [ 8 ] The remaining six trustees, who are the respondents in this application, think the allegations reflected in the petition are without merit, and have resisted any significant investigation into them. [ 9 ] The six trustees prepared a response to the petition and emailed it to the members of the Corporation. The applicants and Mr.

Dutta Ray prepared their own response, and emailed it to the members, in which they explained why they did not sign the response issued by the six trustees. [ 10 ] On December 16, 2012, the secretary of the Board of Trustees sent letters to the applicants in which it was stated that their membership in the Corporation had been suspended effective December 16, 2012, and that a meeting would be held on January 5, 2013 to consider their continued membership. [ 11 ] Presumably after taking legal advice, the secretary of the Board of Trustees sent new letters dated December 26, 2012, in which it was stated that the Board of Trustees had decided to issue a show cause notice that a meeting would be held on January 5, 2013 to consider terminating the membership of the applicants.

It was stated that the meeting would be conducted by a special committee of seven members consisting of two members nominated by the applicants, and five members of the Board of Trustees or their representatives. [ 12 ] Correspondence between counsel ensued, after which these proceedings were commenced, and the meetings to consider termination of the membership of the applicants were postponed to March 8 and 9, 2013. [ 13 ] I have reproduced certain provisions of the bylaws as Appendix ‘A’ to these Reasons.

It is to be noted that the provisions in the bylaws relating to the Board of Trustees contain no provision for terminating the appointment of a trustee, except for a provision that provides that a trustee who is absent from three successive meetings or who has missed 50% of the meetings in one year shall be dismissed unless valid reasons are shown. Section 155(2)(

b) of the Canada Corporations Act requires that bylaws include provisions respecting the appointment and removal of directors, trustees, committees and officers, and their respective powers and remuneration. [ 14 ] In an affidavit filed on behalf of the respondents, the following is found: 24. In accordance with the By-Laws, the Show Cause Hearings will be conducted by a special committee of seven members.

In accordance with the By-Laws, the five members of the board of trustees or their representatives are: Diptendu Chatterjee and Samir Banerjee who are trustees and Tapos Mookherjea, Jugal Ghosh, and Amit Banerjee who are well respected lifetime members. Jugal Chosh is not related to me. Amit Banerjee is not related to Samir Banerjee. 25. The applicants have yet to appoint two members to the special committee. 26. The applicants are entitled to legal representation at the Show Cause Hearings. ***** 37. The applicants signed the Petition.

The respondent trustees and I believe that the applicants should not have signed the Petition

because they knew that the Allegations were either not true or distorted. 38. The applicants knew that the Allegations were either not true or distorted because they attended board meetings at which thetrustees discussed and dealt with the Allegations. The applicants also received minutes of these and other meetings. ***** 43. While a member is entitled to his or her opinion, the other respondent trustees and I believe that a member should not be spreadingallegations that he or she knows are not true and distorted. This is especially so if the member is a trustee. 44.

The respondent trustees and I believe that for reasons set out in the Show Cause Letters, the applicants lost their fitness to continueas members. Toronto Kalibari is proceeding against the applicants because they signed the Petition. [15] The respondents have convened show cause hearings only against the applicants. They are not seeking to have showcause hearings against the other dissident trustee, Mr. Dutta Ray, or against the other 50 members of the Corporation who signed thepetition, including the sponsor of the petition, Ms. Chakrabarti. Submissions [16] Counsel for the applicants, Mr.

Goswami, submits that an order should be issued preventing the respondents fromconvening show cause hearings to terminate the membership of the applicants. [17] Mr. Goswami submits that the real purpose of the show cause hearings is to remove the applicants from the Board ofTrustees. The only provision in the bylaws that relates to the removal of trustees is the provision that provides for their removal if theyhave missed three meetings in a row or 50% of meetings during the year. There is no suggestion that they have missed three meetings ina row or have not attended 50% of the meetings in a year. [18] Mr.

Goswami submits that since the real purpose of the show cause hearings is to remove the applicants as trustees, itcannot be concluded that the respondents are acting in good faith. [19] This is apparent, counsel submits, because the respondents are not proceeding against any of the other members, 50 innumber, who signed the petition. They are not even moving against Ms. Chakrabarti, who sponsored the petition, nor are they movingagainst Mr. Dutta Ray, who is sympathetic to the applicants but did not sign the petition. [20] It is apparent, Mr.

Goswami submits, that the purpose of the show cause hearings is to remove the applicants from theBoard of Trustees simply because they have signed the petition and aligned themselves with those who wish to complain about theactivities of the Board of Trustees. [21] Mr. Goswami also submits that there is a significant concern as to whether the applicants can obtain a fair hearing. Out ofthe seven members of the special committee, five are nominated by the respondents. It is highly doubtful that the applicants couldobtain a fair hearing. [22] Mr.

Goswami also submits that the respondents are using funds of the Corporation to pay for this litigation. He submitsthat this is improper, and requests an order preventing the respondents from using the Corporation’s funds for this purpose. [23] Mr. Latimer, counsel for the respondents, submits that the application should be dismissed. [24] Mr. Latimer submits that the applicants are asking the Court to interfere in the internal workings of a private, religiouscorporation. He submits that the courts are reluctant to do so, and will do so only in very narrow circumstances which are not applicablehere. [25] Mr.

Latimer submits that the bylaws of the Corporation clearly authorize what is occurring here. The provisions of thebylaw that provide for the termination of membership in the Corporation are being followed to the letter. [26] Mr. Latimer also submits that this application is premature. There is no certainty that the membership of the applicantswill be terminated, and any proceedings in court should await the outcome of the show cause hearings. [27] Mr.

Latimer submits that it is perfectly appropriate for the respondents to take into account the activities of the applicantsin signing the petition, as a ground to terminate their memberships. [28] In any event, the mere fact that termination of membership may have the collateral result of terminating membership onthe Board is not relevant to the question of whether membership in the Corporation can or should be terminated. That is for theCorporation to consider as an internal matter pursuant to the Corporation’s bylaws, and the Court should not interfere. [29] Mr. Latimer relies specifically on Lee v.

Lee’s Benevolent Assn. of Ontario, [2004] O.J. No. 6232 (S.C.J.); LakesideColony of Hutterian Brethren v. Hofer, (SCC), [1992] 3 S.C.R. 165; Sahaydakivski v. YMCA of Greater Toronto, [2006]O.J. No. 1368 (S.C.J.); and Wang v. Pritchard, [2007] O.J. No. 798 (S.C.J.). Analysis [30] It is clear from the cases cited by the respondents that the Courts will ordinarily not interfere in the internal affairs of a

club or religious organization. However, there are exceptions. In Hofer , supra , Gonthier J. for the majority, at p. 175, quoted with approval the following statement by Stirling J. in Baird v. Wells (1890), 44 Ch.

D. 661, at p. 670, as follows: The only questions which this court can entertain are: first, whether the rules of the club have been observed; secondly, whether anything has been done contrary to natural justice; and, thirdly, whether the decision complained of has been come to bona fide . [ 31 ] It is said that the Court’s ability to interfere, even on these narrow grounds, exists only where there is a property right at stake. However, the term “property right” is to be given a broad meaning.

In Hofer , members had the right to live on the colony and be supported by the colony, as well as certain other rights as members. The colony argued that those rights were merely contractual, rather than property rights.

At p. 174, Gonthier J. stated: “However, while contractual, the rights in question are of great importance to all concerned, and are susceptible of enforcement by the courts.” At p. 175, he stated: If the defendants have the right to stay, the question is not so much whether this is a property right or a contractual right, but whether it is of sufficient importance to deserve the intervention of the court and whether the remedy sought is susceptible of enforcement by the court. [ 32 ] The bylaws of the Corporation include the following provision: All members have the right to vote.

Members can be elected to serve in any committees which may exist from time to time. All other privileges such as attending meetings and functions and using facilities provided by the organization shall be available to all members of the organization. The rights reflected in this provision are of great importance to all members. They include the rights to vote, serve on committees, attend meetings and functions, and use the facilities of the organization. They were obviously considered important by the members themselves, who approved the bylaws.

In my view, they are of sufficient importance to deserve the intervention of the Court if one of the grounds mentioned by Stirling J. in Baird v. Wells is made out. [ 33 ] Furthermore, to the extent that the applicants may be deprived of their membership on the Board of Trustees, this is obviously of sufficient importance to deserve the intervention of the Court. A trustee is elected. As such, he or she has the right, indeed the obligation, to represent the members who elected the trustee.

To be deprived of that office is of sufficient importance to deserve the intervention of the Court if one of the appropriate grounds is made out. [ 34 ] In this case, it would appear that the rules of the organization, as reflected in the bylaws, are being followed.

Membership in the Corporation can be terminated in accordance with certain procedures, which have been initiated in accordance with the bylaws. [ 35 ] However, I have concerns as to natural justice and whether the procedures have been initiated in good faith. [ 36 ] The special committee set up to consider the memberships of the applicants consists of seven members. Five of them are nominated by the respondents. With respect to those five individuals, the applicants have no input. [ 37 ] In an ordinary case, where a member has no connection with the Board, this may not be a problem.

There would be no obvious concern that the five members nominated by the Board would necessarily be aligned against the member. [ 38 ] In this case, however, the applicants are purportedly being considered for termination because of their conflict with the six Board members who have a dispute with them. Those six Board members have nominated five members of the committee of seven that will consider their fate.

In these circumstances, there is a reasonable apprehension of bias on the part of the five members of the committee that are nominated by the respondents. [ 39 ] However, at p. 197 of Hofer, supra, Gonthier J. stated: As Forbes observes in “Judicial Review of the Private Decision-Maker: The Domestic Tribunal” (1977), 15 U.W.O.L. Rev. 123, at pp. 139-141, the requirement of an unbiased tribunal in the context of expulsion from a voluntary association raises a number of puzzling issues. There is no doubt that an unbiased tribunal is one of the central requirements of natural justice.

However, given the close relationship amongst members of voluntary associations, it seems rather likely that members of the relevant tribunal will have had some previous contact with the issue in question, and given the structure of a voluntary association, it is almost inevitable that the decision- makers will have at least an indirect interest in the question. Furthermore, the procedures set out in the rules of the association may often require that certain persons make certain kinds of decisions without allowing for an alternate procedure in the case of bias.

In view of my conclusion on the question of whether the procedures were initiated in good faith, I need not come to any final determination on the issue of natural justice. [ 40 ] I am not persuaded that the procedures initiated by the respondents were initiated in good faith. [ 41 ] The bylaws contain one ground for the termination of the appointment of a trustee: that the trustee has missed three meetings in a row, or more than 50% of the meetings in a year. In either case, the trustee shall be dismissed by the Board unless valid reasons sufficient to the Board are shown.

No other grounds are specified, and no procedures for the removal of a trustee are set out. [ 42 ] Presumably, this was deliberate. Trustees are elected by the members, and their qualification as trustees must be assessed in advance by the Board. As in any democracy, membership on the Board is to be governed by the wishes of the members who elect the trustees.

It is understood that there may well be conflicts among the trustees, in order that they can do their jobs properly, and it is not overly surprising that the Corporation and its members would not want dissident members of the Board to be terminated except in the narrow circumstance where a trustee has been unduly absent. [ 43 ] A member of the corporation can be terminated where a member “shall have lost his fitness to continue as a member” and

“when it is deemed that he is not in sympathy with the purpose and the objectives of the organization and that his conduct is prejudicialto the welfare of the organization.” [44] In this case, the applicants have taken a position contrary to the interests of the respondents. In doing so, their position isin common with that of the sponsor of the petition, Ms. Chakrabarti, and the other 49 members of the corporation who signed thepetition, as well as Mr. Dutta Ray, another member of the Board of Trustees who did not sign the petition.

Apart from the applicants, therespondents have taken no action against any of the other members who signed the petition, or against Mr. Dutta Ray. It can only beconcluded, in my view, that the procedures initiated by the respondents to terminate the memberships of the applicants are intended tosecure their removal from the Board of Trustees.

Obviously, they are a thorn in the side of the respondents and the respondents think itwill be to their advantage to have them removed. [45] In my view, the actions of the respondents have been taken for an improper and oblique purpose, namely, for the purposeof securing the applicants’ removal as trustees. [46] One of the hallmarks of bad faith is where a process is put in place, ostensibly for a legitimate purpose, but really foranother oblique, illegitimate or collateral purpose: see Pedwell v. Pelham (Town), (ON CA), [2003] O.J. No. 1774(C.A.), at paras. 64-67; Grosvener v.

East Luther Grand Valley (Township) (2007), 2007 ONCA 55 , 84 O.R. (3d) 346 (C.A.), atparas. 36-48; and Rosenhek v. Windsor Regional Hospital (2010), 2010 ONCA 13 , 257 O.A.C. 283 (C.A.), at para. 32. [47] In this case, as noted, the bylaws permit only one reason, lack of attendance, as a ground for termination of a trustee. There is no suggestion of that here. The respondents have proceeded against the applicants as members on the ground that they signedthe petition. They have taken action against none of the other members who did so.

It is clear, in my view, that the respondents areproceeding as they are to secure the applicants’ removal as trustees. They have no right to do so. [48] It is always open to the Corporation to amend its bylaws to provide for the removal of trustees on grounds that go beyondlack of attendance.

However, unless and until the Corporation does so, the respondents cannot be permitted to secure the removal of theapplicants as trustees by indirect means. [49] Counsel for the respondents submits that the Corporation should have been a party to this application, and that the orderrequested cannot issue against the respondents. I disagree.

It is the respondents who have put in place the procedures that are objectedto, and I see no reason why they cannot be prohibited from continuing those procedures. [50] As noted earlier, counsel for the applicants requests an order prohibiting the respondents from using the Corporation’sfunds to defend these proceedings. I am not prepared to make that order. [51] The complaint of the applicants is essentially that corporate funds are being used for an improper purpose. The applicantsdo not have the status to raise such a complaint.

If the Corporation’s funds are being improperly used, that is properly the complaint ofthe Corporation. If the Corporation itself is unwilling to pursue such a complaint (which is likely since the Board of Trustees iscontrolled by the respondents), it is open to the applicants to move for leave to commence a derivative action.

Section 157.1(1) of theCanada Corporations Act incorporates by reference s. 239 of the

Canada Business Corporations Act, which provides for derivativeactions. Such an action can be brought only with leave of the Court. [52] I make no comment as to whether leave may or may not be granted to commence a derivative action, or whether any suchaction might be successful if leave were granted. Disposition [53] An order will issue as follows: (

a) declaring that the procedures put in place by the respondents, to consider terminating the membership of the applicants inToronto Kalibari, are unlawful; (

b) requiring the respondents to take steps to rescind the meetings scheduled for March 8 and 9, 2013; (

c) prohibiting the respondents from taking any steps to initiate any procedures to terminate the memberships of the applicants inToronto Kalibari. [54] The requests for the remaining orders sought by the applicants are dismissed. [55] I will entertain written submissions with respect to costs, not to exceed three pages, together with a bill of costs or costsoutline. Mr. Goswami shall have five days to file his submissions, and Mr. Latimer shall have five days to respond. Mr. Goswami shallhave three days to reply. GRAY J. Released: March 4, 2013

BY-LAW NUMBER 2 MEMBERSHIP 1. Qualification Membership in the Corporation shall be limited to persons over the age of 18 and interested in furthering the objects of the Corporation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Trustees of the Corporation. The applicant for the membership should be supporter of Hindu religion. There should not be any other barrier on the basis of religion, nationality, race, creed or sex. ***** 4. Privileges All members shall have the right to vote.

Members can be elected to serve in any committees which may exist from time to time. All other privileges such as attending meetings and functions and using facilities provided by the organization shall be available to all members of the organization. To be eligible to vote, a member shall have paid the dues for the current year in full and be in good standing continuously for a minimum period of 90 days prior to the occurrence of the general body meeting.

The Affiliates shall enjoy all privileges of membership except the right to vote, hold office as member of the Board of Trustees and receive financial statement. 5. Admission An individual desiring to become a member shall complete the “Application for Membership” form with the necessary particulars. Upon the application being approved by the Board of Trustees, the applicant will be accepted as a member on payment of the dues for the first year to the Treasurer and the Secretary will enter his name in the membership register. ***** 8. Disqualification (

a) When, in the opinion of the Board of Trustees, any member shall have lost his fitness to continue as a member, the Board of Trustees shall have the right to terminate the membership of such a member upon notice as approved in the next paragraphs (

b) and (c). (

b) Any member may be suspended or expelled from the membership of the organization, by the Board of Trustees when it is deemed that he is not in sympathy with the purpose and the objectives of the organization and that his conduct is prejudicial to the welfare of the organization. Any member who is considered for suspension or expulsion from membership shall be informed of the intended action, giving the alleged reasons for such action, and shall be called upon to show cause, at a meeting to be held after 15 days notice as to why such action should not be taken.

This meeting shall be conducted by a special committee of seven members consisting of two members nominated by the member who is being considered for suspension or expulsion and five members of the Board of Trustees or their representatives. The written consent of a majority of this special committee and the approval of the Board of Trustees shall be required to suspend or expel a member.

c) A patron or affiliate may be dropped from the membership if such an action has the approval of the majority of the members of the Board of Trustees and/or of the majority of the members of the organization. ***** BY-LAW NUMBER 5

BOARD OF TRUSTEES 1. Administration The affairs of the Corporation shall be managed by a Board of nine

(9) Trustees. ***** 3. Qualifications Trustees shall be a member of good standing in the Community, a major supporter of the Corporation and an active member of the Corporation for at least three (3) consecutive years and actively taking

part in activities of the temple on a regular basis for last three (3) consecutive years. Office of the Trustees will evaluate the candidacy of the nominated person. Seven out of nine of the Trustees should agree on the validity of the candidacy. Trustee shall not be related by blood or by law to each other in the Trustee Board. 4. Election and Term of Office (

a) Trustees were elected and shall retire in rotation so that at the end of each two-year period three Trustees shall be retired and three Trustees elected, each for a term of six years. In order to achieve the above goal the following scheme shall be followed: At the end of the first year (1986) three Trustees shall be elected to hold office for a term of three (3) years, at the end of the second year (1987) three

(3) Trustees shall be elected to hold office for a term of six (6) years except, when additional Trustees are elected due to vacancy as per

section 5 and at the end of the third year (1988) three

(3) Trustees shall be elected to hold office for a term of three (3d) Years. Thereafter, every two (2) years three

(3) Trustees shall be elected and each Trustee so elected shall hold office for a term of six (6) years. The Trustees whose term has expired are eligible for re-election. All members of the Board of Trustees shall be elected by the members as per the voting procedure outlined below: (

i) The Board of Trustees shall appoint an Election Officer, who will be a member of the organization.

The election Officer may cast his vote, but shall not himself be eligible for election to the Board. (ii) The Election Officer shall call for nominations for the office of the Board of Trustees from the members of the organization on a notice of at least three weeks; At the end of the period he will organize the ballot paper with all the valid nominations received for all posts; the meeting of the Board of Trustees if no more than the required number of members to fill all the vacancies are proposed then he shall send the ballot papers to all members on the membership register and require them to return the ballots duly marked in sealed envelopes to himself within a period of three weeks.

At the end of the specified period he shall, at a meeting of the Members, open the envelopes containing the votes, count the votes and shall announce the names of the members receiving the highest number of votes and those shall be declared elected to the Board of Trustees. (iii The names of the elected Trustees shall be announced on the Corporation’s Notice Board and recorded in the Minutes of next General Meeting of the members and the Board of Trustees Meeting.

The new Trustees shall take their offices from date of there taking oath of office (section 13). (iv) The Board of Trustees shall assist the Election Officer in the performance of his duties. ***** 11. Disqualification of a Trustee A Trustee who is absent from three (3) successive meetings of the Board or who has missed Fifty (50%) of the meetings in any one (1) year, shall be dismissed by the Board unless valid reasons for such non-attendance sufficient to the Board are shown by such Trustee. ***** BY-LAW NUMBER 9 MISCELLANEOUS 1.

Amendment of By-Laws The By-Laws of the Corporation may be repealed or amended by By-Law enacted by a majority of the Trustees at a meeting of the Board of Trustees and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the enactment, repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. CITATION : Pal et al v. Chatterjee et al, 2013 ONSC 1329

CITATION : Pal et al v. Chatterjee et al, 2013 ONSC 1329 COURT FILE NO.: 885/13 DATE: 2013-03-04 ONTARIO SUPERIOR COURT OF JUSTICE BETWEEN: JAGANNATH PAL and DOLLY BHADRA Applicants – and – DIPTENDU CHATTERJEE, SAMIRENDRA K. DEY, SAMIR BANERJEE, TRIDIB GHOSH, SWAPNA BANERJEE and JAYANKAR SEN Respondents REASONS FOR JUDGMENT GRAY J. Released: March 4, 2013