Background

• Sherif Gerges and Adesh Vora were 50% shareholders of Woodbine Downs Healthcare Realty Inc.
• On April 12, 2024, Mr. Vora removed Mr. Gerges as a director without his consent.
• He then sold three properties without informing Mr. Gerges, generating net proceeds of $2,911,842.79.
• The funds were transferred out of Woodbine Downs:
  • $2,028,742 to Niam Pharmaceuticals Inc., controlled by Mr. Vora, for undocumented loan repayments.
  • $689,259.80 to Seva Drug Mart Inc. (jointly owned but controlled by Mr. Vora).
  • Additional smaller transfers, with no clear documentation.
• By October 31, 2024, Woodbine Downs had a bank balance of $158.90.

Legal Issues & Requests

1. Mareva Injunction (Asset Freezing Order) – To prevent further dissipation of funds.
2. Preservation Order (Rule 45.02 of the Rules of Civil Procedure) – To secure funds in court.
3. Production Order – To compel Mr. Vora to disclose transaction records.

Court’s Decision

• Mareva Injunction Denied: Though a strong prima facie case for conversion was established, the court found no imminent risk of asset dissipation. Mr. Vora consented to holding $689,050 in trust.
• Preservation Order Denied: The funds were no longer identifiable as a specific asset, a requirement under Rule 45.02.
• Production Order Denied: Insufficient legal basis for immediate disclosure.
• Costs: Mr. Gerges must pay $25,000 to Mr. Vora within 30 days.