0 3 06 4 4 I SUPREME COURT I <5F No. BRITISH COLUMBIA Chilliwack Registry IN THE SUPREME COURT OF BRITISH COLUMBIA MANJIT KAUR GILL and 0492312 B.C. LTD. doing business as GAMY ENTERPRISES LTD. PLAINTIFFS AND: NAROTAM SINGH DHANOA,SURINDER KAUR DHANOA,689939 B.C LTD., BIR KANWAR SINGH DHANOA,and NAVNAGEENA DHANOA DEFENDANTS NOTICE OF CIVIL CLAIM This action has been started by the Plaintiff for the relief set out in Part 2 below. If you intend to respond to this action, you or your lawyer must (a) file a Response to Civil Claim in Form 2 in the above-named Registry ofthis Court within the time for Response to Civil Claim described below, and (b) serve a copy ofthe filed Response to Civil Claim on the Plaintiff. If you intend to make a counterclaim, you or your lawyer must (a) file a Response to Civil Claim in Form 2 and a Counterclaim in Form 3 in the above-named Registry ofthis Court within the time for Response to Civil Claim described below, and (b) serve a copy ofthe filed Response to Civil Claim and Counterclaim on the Plaintiff and on any new parties named in the counterclaim. JUDGMENT MAY BE PRONOUNCED AGAINST YOU IF YOU FAIL to file the Response to Civil Claim within the time for Response to Civil Claim described below. Time for Response to Civil Claim A Response to Civil Claim must be filed and served on the Plaintiff, (a) if you reside anywhere in Canada, within 21 days after the date on which a copy ofthe filed Notice of Civil Claim was served on you, (b) if you reside in the United States of America, within 35 days after the date on which a copy of the filed Notice of Civil Claim was served on you, (c) if you reside elsewhere, within 49 days after the date on which a copy ofthe filed Notice of Civil Claim was served on you, or (d) ifthe time for Response to Civil Claim has been set by order ofthe Court, within that time. CLAIM OF THE PLAINTIFF Part 1: 1. STATEMENT OF FACTS The Plaintiff Manjit Kaur Gill (the "Plaintiff Gill") is a care aide and sole director of the Plaintiff0492312 B.C. LTD.,doing business as Gamy Enterprises Ltd., and resides at 4409 152nd street, Surrey, British Columbia, V3S 0L2. 2. The Plaintiff0492312 B.C. LTD.,doing business as Camy Enterprises Ltd.,(the "Plaintiff Camy Enterprises") is a corporation registered pursuant to the laws of British Columbia with its registered office at 4409 152nd street, Surrey, British Columbia, V3S 0L2. 3. The Defendant Narotam Singh Dhanoa, also known as Don Dhanoa,(the "Defendant Don Dhanoa")is a real estate agent and resides at 5262 125A Street, Surrey, British Columbia. 4. The Defendant Surinder Kaur Dhanoa(the "Defendant Surinder")is a real estate agent and resides at 5262 125A Street, Surrey, British Columbia. 5. The Defendant 689939 B.C. Ltd (the "Defendant 939") is a voluntarily dissolved corporation which had been duly incorporated pursuant to the laws of British Columbia with its registered office at #288 12899 76th Avenue,Surrey, British Columbia, V3W 1E6. 6. The Defendant Bir Kanwar Dhanoa (the "Defendant Kanwar") is a director of the Defendant 939 and is the son of the Defendant Don Dhanoa and the Defendant Surinder. The Defendant Kanwar resides at 5262- 125A Street, Surrey, British Columbia. 7. The Defendant Navnageena Dhanoa, also known as Neenu Dhanoa, also known as Navnageena Bains,(the "Defendant Neenu") is a director of the Defendant 939 and the daughter of the Defendant Don Dhanoa and Defendant Surinder. The Defendant Neenu Dhanoa resides at 15090 South McCall Avenue, Kingsburg, California, United States of America 93631. 8. At all material times, the Defendant Don Dhanoa and Defendant Surinder acted as agents for the Defendant 939. 9. At all material times, the Plaintiff Gill acted as agent for the Plaintiff Gamy Enterprises. HISTORY OF DEALINGS 10. The Plaintiff Gill had been socially acquainted with the Defendant Don Dhanoa and the Defendant Surinder and had a friendship with them since 1981. The Plaintiff had previously engaged in commercial real estate transactions with the Defendants in 2005 and 2011. 11. In 2005, the Plaintiff Gill, through the Plaintiff Gamy Enterprises, entered into a contract with the Defendant Don Dhanoa, the Defendant Surinder, and the Defendant 939 to purchase commercial real property in Maple Ridge,British Columbia in which the Plaintiff Gill through the Plaintiff Gamy Enterprises contributed $200,000 and received a gross return of$281,225 in 2006(the "2005 Transaction") resulting in a gross profit of$81,225. 12. In 2011, the Plaintiff Gill, through the Plaintiff Gamy Enterprises, entered into a contract with the Defendant Don Dhanoa, Defendant Surinder, and the Defendant 939 in which the Plaintiff Gill through the Plaintiff Gamy Enterprises purchased a 1/4 share in commercial real property for $286,000 and received a gross return of $406,613 (the "2011 Transaction") resulting in a gross profit of$120,613. 13. For both the 2005 Transaction and 2011 Transaction, the Plaintiffs relied on the representations of the Defendant Don Dhanoa and Defendant Surinder. The Plaintiffs received full accounting and contractual documents in a timely manner with respect to both transactions. 14. At material times,the Plaintiff Gill suffered from cancer-related health issues and received the following treatments: (a) The Plaintiff Gill was diagnosed with cancer ofthe kidney in or about October 2012 and had one of her kidneys surgically removed in or about November 2012 (the "Kidney Cancer Treatment"). (b) In or about August 2013, the Plaintiff was informed by medical practitioners that the cancer had returned and metastasized to her brain. In November 2013, the Plaintiff Gill underwent whole brain radiation treatment in which she received intensive daily radiation treatment nearly every day for two weeks (the "Brain Radiation Treatment"); and (c) The Plaintiff received focal radiation on her brain in or about December 2015 (the "Focal Radiation"). (collectively, the "Health Treatments") 15. As a result of diverse conversations with the Plaintiff Gill, the Defendants Don Dhanoa and Defendant Surinder at all material times were aware of the medical condition of the Plaintiff Gill. REPRESENTATIONS & AGREEMENT 16. In or about September 2013, the Defendant Don Dhanoa and the Defendant Surinder for themselves and/or as agents for the Defendant 939 met the Plaintiff Gill at their personal residence in Surrey, British Columbia, and discussed an investment in commercial real estate property (the "Initial Meeting"). 17. The Defendant Don Dhanoa and Defendant Surinder ought reasonably to have foreseen that the Plaintiff Gill would rely upon their representations in the Initial Meeting as a result of the trust placed in them by the Plaintiff Gill and the history of dealings between them, and such reliance ofthe Plaintiff Gill was reasonable in the circumstances. 18. At the time of the Initial Meeting, the Defendant Don Dhanoa and Defendant Surinder Dhanoa were aware that the Plaintiff Gill had received the Kidney Cancer Treatment, that the cancer had returned, that she was due to undergo the Brain Radiation Treatment, and that her general health was poor. 19. At the Initial Meeting, the Defendant Don Dhanoa and Defendant Surinder sought funds from the Plaintiff Gill to jointly invest in commercial real estate property purportedly located on King George Highway at 84th Avenue in Surrey, British Columbia (the "Property"). 20. At the Initial Meeting, the following representations were made by the Defendant Don Dhanoa and Defendant Surinder to the Plaintiff Gill: (a) The Defendant Don Dhanoa and Defendant Surinder represented the market value ofthe property was $17,000,000; (b) The Defendant Don Dhanoa and Defendant Surinder promised that an investment of $500,000 would yield a gross retum of at least $1,000,000 within six months of investment, resulting in a gross profit of$500,000; (c) The Defendant Don Dhanoa and Defendant Surinder stated they would use the Plaintiffs' investment of$500,000 and an additional $500,000 oftheir own money to place a down payment of $1,000,000 on the Property; (d) The Defendant Don Dhanoa and Defendant Surinder stated they would, following the said down payment, acquire an option to purchase contract (the "Option Contract") that would give the Plaintiffs and the Defendant Don Dhanoa and Defendant Surinder the exclusive right for a period of six months, either to complete the purchase of the Property or to market the Property and assign the Option Contract to a third party purchaser; (e) The Defendant Don Dhanoa and Defendant Surinder stated that the Plaintiff Gill and the Plaintiff Camy Enterprises and the Defendants would sell and assign the Option Contract to prospective purchasers for a quick profit; (f) The Plaintiff Gill sought greater detail about the investment, but the Defendant Don Dhanoa and Defendant Surinder refused to provide further details of the Property such as the exact location, the identity of the vendor, or the names of possible assignees of the Option Contract; (g) The Defendant Don Dhanoa and Defendant Surinder told the PlaintiffGill that they were forbidden to disclose such information as they had a non-disclosure agreement with the vendor and other parties in order to facilitate the purchase ofthe Property; and (h) The Defendant Don Dhanoa and Defendant Surinder promised the Plaintiff Gill that her investment would only be held for six months before the Option Contract was sold and she would receive a gross return of at least $1,000,000 resulting in a gross profit of$500,000. (collectively, the "Representations") 21, Following the Initial Meeting,in or about September 2013,the Defendant Don Dhanoa and Defendant Surinder repeated the Representations to the Plaintiff Gill in several telephone conversations. 22. A reasonably prudent and skeptical person in the Plaintiffs' position would have been led by the Representations to believe that they had an assurance ofthe Defendant Don Dhanoa and Defendant Surinder taking reasonable care, equivalent in weight to the Defendants' promises implicit in the Representations. 23. The Plaintiff Gill relied on the Representations of the Defendant Don Dhanoa and Defendant Surinder, and was induced by them to enter into an agreement with the Defendants on or about September 12, 2013 at Surrey, British Columbia (the "Agreement"). 24. The express or in the alternative implied terms ofthe Agreement were as follows: (a) The Plaintiffs would provide $500,000 to the Defendants Dhanoa,Surinder and 939 to finance the purchase ofthe Property (the "Loan Funds"). (b) The Defendants Dhanoa, Surinder and 939 would pay a gross return of at least $1,000,000 to the Plaintiff within six months. (c) In the event the purchase of the Property was abandoned or not completed within six months,the Defendants Dhanoa,Surinder and 939 would return the Loan Funds in their entirety to the Plaintiff by March 13, 2014. 25. In reliance on the Representations and pursuant to the Agreement, the Plaintiffs Gill and Gamy Enterprises duly advanced the Loan Funds in the amount of $500,000 to the Defendant Don Dhanoa and Defendant Surinder. 26. The Representations were false in that at all material times it was the intent of the Defendant Don Dhanoa and Defendant Surinder to defraud the Plaintiff, and convert the Loan Funds for purposes outside ofthe terms ofthe Agreement. 8 27. The Defendant Don Dhanoa and Defendant Surinder made the Representations fraudulently in that they made them knowing them to be false or made them without belief in their truth or made them recklessly, not caring whether they were true or false. 28. Further, the Defendant Don Dhanoa and Defendant Surinder misrepresented and actively concealed material facts, engaged in conduct preventing the Plaintiffs' discovery of the true state of affairs, and discouraged the ascertainment of the true state of affairs. 29. In the alternative, the Representations were made negligently by the Defendant Don Dhanoa and Defendant Surinder in that they were false and misleading. 30. In the further alternative, it was an implied term ofthe Agreement that the Defendant Don Dhanoa and Defendant Surinder would exercise reasonable care, skill and diligence in their dealings with the Plaintiff Gill. The fraudulent and/or negligent misrepresentations constitute a breach of the Agreement. SUBSEQUENT EVENTS 31. The Plaintiff Gill travelled to the United Kingdom on September 12, 2013, the same day as formation of the Agreement. Immediately prior to the formation of the Agreement, the Defendant Don Dhanoa and Defendant Surinder had told the Plaintiff Gill she would receive a promissory note detailing the terms of the Agreement (the "Promissory Note") upon her return from the United Kingdom at the end of September 2013. 32. In reliance on the Representations and pursuant to the Agreement, the Plaintiff Gill transferred the Loan Funds to the Defendant 939 by a bank draft dated September 12,2013 in the amount of $500,000 drawn on the account of the Plaintiff Camy Enterprises at the Bank of Nova Scotia, and made payable to the Defendant 939(the "Bank Draft"). 33. The Defendant Don Dhanoa instructed the Plaintiff Gill to make the Bank Draft payable to the Defendant 939 and not payable to him nor the Defendant Surinder personally. 34. The Plaintiff Gill presented and delivered the Bank Draft to the Defendant Don Dhanoa at the Bank of Nova Scotia Branch at 16 — 3189 King George Boulevard, Surrey, British Columbia on or about September 12, 2013 for the purpose of advancing the Loan Funds. 35. The Bank Draft was deposited in the bank account of the Defendant 939 at Coast Capital Savings Credit Union at its branch at 100-6350 120th Street, Surrey, British Columbia. 36. In or about October 2013, after returning from the United Kingdom, the Plaintiff Gill telephoned the Defendant Don Dhanoa and Defendant Surinder and requested the Promissory Note. The Defendant Don Dhanoa and Defendant Surinder declined to provide the Promissory Note. 37. In or about November 2013,the Plaintiff Gill underwent Brain Radiation Treatment. After the Brain Radiation Treatment, the Plaintiff Gill was in an extensive state of recovery and was incapable of handling her business affairs for three months. 38. By March 13, 2014,the last day for repayment pursuant to the Agreement, the Defendants had not paid the Plaintiffs any money as required by the Agreement. 39. In or about June 2014,the Plaintiff Gill visited the Defendant Don Dhanoa and Defendant Surinder at their personal residence and requested payment of the Loan Funds or, in the alternative, production ofthe Promissory Note. The Defendant Don Dhanoa and Defendant Surinder orally acknowledged that payment of the Loan Funds was outstanding and asked the Plaintiff Gill for a six month extension to pay, which she granted. The Defendant Don Dhanoa declined to produce the Promissory Note, citing a non-disclosure agreement made with other parties involved in the purchase and/or sale ofthe Property. 10 40. In or about March 2015, the Plaintiff Gill spoke with the Defendant Don Dhanoa by telephone and requested payment of the Loan Funds, or in the alternative, production of the Promissory Note. The Defendant Don Dhanoa orally acknowledged that payment of the Loan Funds was outstanding and asked the Plaintiff Gill for a further six month extension to pay, which she granted. The Defendant Don Dhanoa again declined to produce the Promissory Note, citing a non-disclosure agreement made with other parties involved in the purchase and/or sale of the Property. DISSOLUTION 41. On or about February 20, 2014, the Defendant Kanwar and Defendant Neenu voluntarily dissolved the Defendant 939 without satisfying the Defendant 939's liability to tlie Plaintiffs with respect to the Loan Funds as required by s. 314 (l)(c) of the Business Corporations Act, S.B.C. 2002, c. 57. 42. In the alternative, the Defendant Don Dhanoa, Defendant Surinder, Defendant Kanwar, and Defendant Neenu fraudulently dissolved the Defendant 939 to evade liability to the Plaintiffs with respect to the Loan Funds and to evade the requirements of s. 314 (l)(c) of the Business Corporations Act, S.B.C. 2002, c. 57. BREACH OF TRUST 43. At all material times, the Loan Funds belonged beneficially to the Plaintiffs and are imposed with a trust to the benefit ofthe Plaintiffs (the "Trust"). 44. The Defendants have appropriated or converted all or part ofthe Loan Funds for purposes contrary to the terms of the Agreement and not authorized by the Trust. 11 45. The Defendants and each of them have assented to or acquiesced in the breach of Trust described above, including receipt and conversion of the Loan Funds, BREACH OF FIDUCIARY DUTY 46. The relationship between the Plaintiffs and Defendants Dhanoa and Surinder was one of investor and advisor (the "Relationship"). 47. The Plaintiffs had a legal and practical interest with respect to the Loan Funds that stood to be adversely affected by the Defendants' exercise of discretion and control and in the context of the Relationship there was scope for the Defendants' exercise of discretion or control. 48. The power or discretion that the Defendants had as an incident of the Relationship could be and was exercised unilaterally so as to affect the Plaintiffs' legal or practical interests, or both, with respect to the Loan Funds, and the Plaintiffs were particularly vulnerable to the Defendants' exercise of power or discretion. 49. As set out above, the Defendants breached their fiduciary duty to the Plaintiffs by failing to disclose facts the Plaintiffs were entitled to know. BREACH OF CONTRACT & UNJUST ENRICHMENT 50. In fundamental breach ofthe Agreement,the Defendants have refused or neglected to make the payments required under the Agreement within six months, or at all. 51. Further, the Defendants are in continuing breach of the Agreement by refusing to return the Loan Funds and complete the terms of the Agreement, despite specific demand. 12 52. Such further and other breaches as counsel may advise. 53. The Plaintiffs further say that the Defendants have been enriched, and the Plaintiffs have suffered a corresponding detriment, and there is no juristic reason for the benefit. CONVERSION & CONSPIRACY 54. Further, or in the alternative, the Defendants have refused to return the Loan Funds, or any portion thereof, and have converted and used the Loan Funds for their own advantage and own purposes, and not for purposes authorized by the Agreement. 55. Further, or in the alternative,the Defendants knowingly and deliberately conspired together with the intent to injure the Plaintiffs by defrauding them of the Loan Funds and/or depriving the Plaintiffs of the rightful return of the Loan Funds and have done so by the unlawful means of fraudulent misrepresentation and /or negligent misrepresentation, breach of contract, conversion, breach oftrust, and/or breach offiduciary duty. DAMAGES 56. As a result of the events described above, the Plaintiffs have suffered loss, damage, and expense including loss of profit and the loss ofthe Loan Funds,and all financial costs and benefits associated with that loss. 57. As a result of the above events, the Plaintiffs have also incurred out of pocket expenses, full particulars of which will be provided. 58. The Plaintiffs further say that such loss and damages are ongoing. 13 Part 2: RELIEF SOUGHT 1. An order for repayment of the sum of$500,000; 2. General damages; 3. Special damages; 4. Punitive damages; 5. Aggravated damages; 6. A declaration of Trust in relation to the Loan Funds; 7. A declaration that the Defendants have breached the Trust; 8. An accounting; 9. A tracing order; 10. Interest pursuant to the Court Order Interest Act, R.S.B.C. 1996, c. 79; 11. Special costs or in the alternative costs; and 12. Such further and other relief as this Honourable Court deemsjust and meet. Part 3: LEGAL BASIS 1. The Defendants Dhanoa and Surinder committed the tort of fraudulent misrepresentation, or in the altemative the tort of negligent misrepresentation in their own right and as agent for the Defendant 939. 14 2. The Defendants breached a contract with the Plaintiffs and have been unjustly enriched. 3. The Defendants committed the tort of conversion, breach of trust, and/or breach of fiduciary duty against the Plaintiffs. 4. The Defendants committed the tort of conspiracy against the Plaintiffs, 5. S. 314(l)(c) of the Business Corporations Act, S.B.C 2002, c. 57. 6. As a result of the above, the Plaintiffs have suffered loss and damages. 7. Such further and other authorities as counsel may advise. The Plaintiffs' address fbr service: c/o Baker Newby LLP 9259 Main Street Chilliwack, BC V2P 6K2 pFax number address fbr service (if any): (604)792-8711 (E-mail address fbr service (if any): n/a Place of trial: Chilliwack, BC Address ofthe Registry: 46085 Yale Road Chilliwack, B.C. V2P 2L8 Date: 3'"^ March, 2016 W. MartinTinch, Q.C. Lawyer for the Plaintiff Rule 7-1 (1)ofthe Supreme Court Civil Rules states: 1. Unless all parties of record consent or the Court otherwise orders, each party of record to an action must, within 35 days after the end ofthe pleading period, (a) prepare a List ofDocuments in Form 22 that lists (i) (ii) all documents that are or have been in the party's possession or control and that could, if available, be used by any party at trial to prove or disprove a material fact, and all other documents to which the party intends to refer at trial, and 15 (b) serve the list on all parties ofrecord. Appendix Part 1; CONCISE SUMMARY OF NATURE OF CLAIM: The Plaintiffis bringing an action for fraudulent misrepresentation, breach ofcontract, conversion, breach of trust, breach of fiduciary duty, and conspiracy. The Plaintiffs entered into an oral contract with the Defendant Don Dhanoa, Defendant Surinder Dhanoa, and Defendant 939 to contribute $500,000 towards the purchase of commercial real property in Surrey, British Columbia. The Plaintiffs relied on and were induced to enter the contract by fraudulent misrepresentations made by the Defendant Don Dhanoa and Defendant Surinder. Further, or in the alternative, the Defendants have been in continuing breach of contract since March 13, 2014. Further, or in the alternative, the Defendants have converted the Plaintiffs' $500,000 for purposes outside the terms ofthe contract and have been in continuing breach oftrust and breach offiduciary duty. Further,the Defendants conspired together for the unlawful purpose ofinjuring the Plaintiffs by defrauding them and depriving them of the rightful return of the $500,000. No monies have been paid by the Defendants to the Plaintiffs arising from this matter. The Plaintiffs incurred significant damages and costs from the fraudulent misrepresentation, breach of contract, conversion, breach of trust, breach of fiduciary duty, and/or conspiracy and continue to suffer damages. Part 2: THIS CLAIM ARISES FROM THE FOLLOWING: □ a motor vehicle accident □ personal injury, other than one arising from a motor vehicle accident □ a dispute about real property (real estate) □ a dispute about personal property 0 the lending of money □ the provision of goods or services or other general commercial matters □ an employment relationship □ a dispute about a will or other issues concerning the probate of an estate □ a matter not listed here Part 3: □ THIS CLAIM INVOLVES: a class action 16 □ maritime law □ aboriginal law □ constitutional law □ conflicts of law IZl none of the above □ do not know Part 4; Nil