Tribunals Ontario  
Tribunaux décisionnels Ontario  
Licence Appeal Tribunal  
Tribunal d'appel en matière de permis  
Citation: Irani and Khan v. Registrar, Motor Vehicle Dealers Act, 2002, 2022 ONLAT  
MVDA 13303/13307  
Date: 2022-07-14  
File Numbers: 13303/MVDA & 13307/MVDA  
Appeals under s. 9(5) of the Motor Vehicle Dealers Act, 2002, S.O. 2002, c. 30, Sch. B.  
from a Notice of Proposal to Refuse a Registration  
Between:  
Habib Irani and Shaffat Khan  
Appellant  
-and-  
Registrar, Motor Vehicle Dealers Act, 2002  
Respondent  
REASONS FOR DECISION AND ORDER  
ADJUDICATOR:  
APPEARANCES:  
For Mr. Khan  
Jennifer Friedland, Member  
Justin Jakubiak, Counsel  
Self Represented  
For Mr. Irani  
For the Respondent  
Husein Panju, Counsel  
HEARD BY VIDEO:  
January 10, 11, 12, 13, 14, 26, 28  
February 23, 24, 28, March 21, 22, 23, April 1, 2022  
Reasons for Decision and Order  
13303&13307/MVDA  
OVERVIEW  
[1]  
[2]  
The appellants, Habib Irani and Shaffat Khan, appeal against a Notice of  
Proposal (NOP) issued by the Registrar under the Motor Vehicle Dealers Act,  
2002, S.O. 2002, c. 30, Sch. B. (the “Act” or “MVDA”) on April 27, 2021 to  
refuse their registrations as salespeople under the Act.  
By Notice of Other and Further Particulars dated June 10, 2021, the Registrar  
added one Gabriel Pinto (GP) to the NOP. GP also appealed the NOP but then  
withdrew his appeal in December 2021.  
[3]  
[4]  
Amendments to the initial NOP and further particulars were also provided on  
September 30, 2021.  
The allegations arise in the context of the appellants’ former employment at  
Ontario Hyundai (“OH” or the “dealership”) in Whitby, Ontario where Mr. Khan  
was the acting General Manager (“GM”) during the relevant time and Mr. Irani  
was a Financial Services Manager (FSM), as was GP.  
[5]  
[6]  
OH is owned by Alpha Auto Group (AAG) which owns a number of dealerships  
in Ontario and elsewhere in North America.  
The basis for the NOP is the Registrar’s opinion that the past conduct of the  
appellants affords reasonable grounds for belief that they will not carry on  
business in accordance with law and with integrity and honesty. The Registrar  
contends that this disentitles them to registration pursuant to s. 6(1)(a)(ii) of the  
Act.  
[7]  
The Registrar relies on two categories of alleged past conduct. First, it asserts  
that the appellants participated in a “scheme” with respect to early loan  
terminations (ELTs) at RBC. In this purported scheme, the FSMs encouraged  
consumers to obtain financing even where the consumer was prepared to pay  
cash. In exchange for agreeing to financing the consumer would get some  
incentive and the dealership would earn a commission from the bank. The  
consumer could then pay back the loan whenever they wanted including the  
very next day, through the dealership. It was not disputed and was well known  
that banks could claw back the commission paid to a dealership if a loan was  
repaid within 180 days; but during the impugned period, RBC was not charging  
back for ELTS. The Registrar contends that by arranging an increasing number  
of loans that were ELTS during the period that the bank was not clawing back,  
the FSMs, and by extension, Mr. Khan, took advantage of the bank.  
Page 2 of 39  
Reasons for Decision and Order  
13303&13307/MVDA  
[8]  
[9]  
The appellants were both fired for their participation in this alleged scheme –  
though for Mr. Khan, his termination came approximately two months after Mr.  
Irani’s. The Registrar contends that as GM, Mr. Khan knew of the purported  
ELT scheme, benefited from it and should have done something to stop it.  
The other area of past conduct relied on by the Registrar relates to consumer  
trades. The bulk of these allegations are against GP and are not disputed by the  
appellants. In the NOP, there are nine transactions where GP is said to have  
overcharged for products, sold products that were not agreed to, and/or failed to  
provide the consumer with a Bill of Sale. Although GP is no longer a party to  
these proceedings, his conduct bears some relevance to the allegations against  
Mr. Khan. The Registrar contends that as GM, Mr. Khan was either complicit in  
GP’s wrongdoing or failed in his duties as GM by not detecting the wrongdoing  
and stopping it.  
[10]  
Against Mr. Irani, the Registrar relies on past conduct relating to two consumer  
trades; one in which he is said to have overcharged a consumer, another in  
which he is said to have initially overcharged a consumer and then shifted the  
amount of the overcharge to a product the consumer says he did not want. In  
relation to the latter consumer, it is also alleged that Mr. Irani failed to provide  
the Bill of Sale in the timeframe required under the Act.  
[11]  
[12]  
The appellants do not – for the most part – dispute the facts relied on by the  
Registrar, they just do not agree that their past conduct affords reasonable  
grounds for belief that they will not carry on business in accordance with the law  
and with integrity and honesty. They further contend that they have been  
treated unfairly by OMVIC and they seek costs against the respondent.  
The appellants’ registrations were cancelled after they were terminated by OH.  
In March of 2021 they each applied to transfer their registration to new  
dealerships. Those are the registrations that the Registrar has proposed to  
refuse. Due to the NOP, the appellants have been unable to work in the industry  
for over a year.  
RESULT  
[13]  
For the reasons given below, I do not agree that the appellants’ past conduct  
affords reasonable grounds for belief that they will not carry on business in  
accordance with law and with integrity and honesty. I therefore substitute my  
opinion for that of the Registrar and order the Registrar not to carry out its NOP.  
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Reasons for Decision and Order  
13303&13307/MVDA  
[14]  
[15]  
Mr. Irani and Mr. Khan are both to be registered forthwith without conditions.  
A timeline for submissions on costs – if any of the parties still wish to make such  
a request – will be provided as part of my Order. The parties are reminded that  
Rule 19 provides a limited basis for seeking costs.  
STATUTORY CONTEXT AND LAW  
[16]  
An individual applicant who meets the prescribed requirements for registration  
as a salesperson under the MVDA is entitled to registration except in certain  
circumstances as set out in section 6(1) of the MVDA. Those circumstances  
include the ground alleged to disentitle the appellants in this case as set out  
above.  
[17]  
[18]  
At a hearing, the onus is on the Registrar to prove, on a balance of probabilities,  
the facts it relies on in support of its position that the appellant is not entitled to  
registration.  
With respect to the question of whether that past conduct affords reasonable  
grounds to believe that business will not be carried on in accordance with the  
law and with integrity and honesty, the standard is somewhat less than a  
balance of probabilities.1 I need not be satisfied that it is more likely than not,  
that the appellants will not carry on their business in accordance with the law  
and with integrity and honesty. At the same time, “reasonable grounds for  
belief” has to be more than “mere suspicion” and will be found to exist “where  
there is an objective basis for the belief which is based on compelling and  
credible information”.2 There must also be a nexus between the appellants’ past  
conduct and their ability to conduct business as a motor vehicle salesperson  
serving the interests of the public.3  
[19]  
Under s. 9 (5) of the Act, following a hearing I may by order direct the Registrar  
to carry out its proposal or substitute my opinion for that of the Registrar.  
Additionally, I may attach conditions to my order or to a registration.  
1 See 2203099 Ontario Ltd. o/a Jax Bar & Grill v. Registrar, Alcohol and Gaming, 2013 51164 (ON  
LAT) and Ontario (Alcohol and Gaming Commission) v. 751809 Ontario Inc. (Famous Flesh Gordon’s),  
2013 ONCA 157 [“751809”].  
2 751809, supra, at para. 18, citing Mugesera v. Canada (Minister of Citizenship and Immigration), 2005  
SCC 40 at para. 114.  
3 CS v. Registrar, Real Estate and Business Brokers Act, 2002, 2019 ONSC 1652 () at para 32.  
Page 4 of 39  
Reasons for Decision and Order  
13303&13307/MVDA  
[20]  
A hearing of a notice of proposal is a hearing de novo. This means that I do not  
owe deference to the Registrar’s decision.4 As well, even if I find that the  
appellant is not entitled to registration for the reasons set out in the entitlement  
provisions of the statute, I must still consider whether revocation is the  
appropriate remedy.5  
EVIDENCE AND ANALYSIS  
[21]  
[22]  
The facts on which I have based my decision were presented through  
documentary evidence entered as exhibits and oral testimony heard over the  
course of 13 days.  
For the Registrar, I heard from the following 12 witnesses:  
Heather Heggestad –vice-president of RBC automotive finance for Ontario,  
North and East Regions;  
Jennifer Charlebois – retail account manager with RBC Automotive at the  
relevant time;  
Robert Walker – Chief Compliance Officer for Alpha Auto at the relevant  
time and GM of Barrie Honda; now President of Alpha Auto Group, Ontario  
Platform (as of Jan 1, 2022);  
William Thompson – Chief Operating Officer for Millennium and First  
Canadian Protection Plan (“FCPP”), a supplier of products and services to  
dealerships;  
Chris Lush – Business Development Manager with Insurance Insight Inc.;  
Jeffrey Brandes – former FSM at OH;  
Philip McLean – sales person at OH;  
Consumers “B” “C” “D” and “E”; and  
Sam Consentino, Manager of Investigations at OMVIC.  
For the appellant, Khan, I heard from Mr. Khan.  
[23]  
4 Zahariev v. Ontario (Registrar of Motor Vehicle Dealers and Salespersons), 2005 44815 at  
paras. 7-12 (Div. Ct.).  
5 Arulappu v. Registrar, Real Estate and Business Brokers Act, 2011 ONSC 797 (Div Court) ()  
Page 5 of 39  
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13303&13307/MVDA  
[24]  
[25]  
The appellant, Mr. Irani, did not testify6.  
The exhibits admitted during the hearing and reviewed by me in coming to my  
decision include, but are not limited to: 5 volumes of materials submitted by the  
respondent (among other items, these contained the deal files with respect to  
various consumer transactions; correspondence between AAG and OMVIC,  
AAG and the appellants, AAG and the police; proof of cheques written to  
various consumers; as well as charts and demonstrative aids in relation to the  
ELT and consumer trade issues; emails and text messages and various OMVIC  
documents, among other items)7.  
[26]  
From Mr. Irani, I had a reference letter from his superior in the Canadian Armed  
Forces on which I put no weight given that Mr. Irani himself did not testify. Mr.  
Irani also put in various texts, emails and industry specific documents; as well  
as a decision of the Ontario Labour Board dated November 3, 2020 in which he  
was successful in a claim against his employer for improper deductions from his  
wages and withholding vacation pay.  
[27]  
[28]  
I also reviewed the exhibits admitted on behalf of Mr. Khan which included  
various emails and texts.  
Even where I do not specifically mention an exhibit or a person’s testimony, I  
have reviewed that evidence in coming to my decision in this case.  
Appellants’ Roles and History of Registration  
Habib Irani  
[29]  
Mr. Irani had been registered as a salesperson under the Act since March 26,  
2015. He started working at OH in February 2018 as a Financial Services  
6 It was apparent that Mr. Irani had intended initially to testify, however during the hearing he  
learned he had been charged with various provincial offences relating to the incidents  
alleged in the NOP. Upon being apprised of this development, I recommended that he obtain  
legal advice as to the impact of his testimony, if any, on his right to remain silent with respect  
to those offences. I am not aware of whether he did or did not obtain such advice, only that  
by the end of the hearing when it would have been his chance to testify, he opted not to  
testify.  
7 After the hearing, the respondent resubmitted its 5 document briefs with the items that were not referred  
to at the hearing redacted. These will form the official exhibits in this matter. One correction is needed:  
the email correspondence between Consumer E and Mr. Khan (Exhibit 3, Tab 5G) was referred to at the  
hearing and should not be redacted.  
Page 6 of 39  
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13303&13307/MVDA  
Manager. He was terminated by letter from his employer dated January 9, 2021  
and his registration cancelled that same day.  
[30]  
The role of an FSM is to meet with the customer once an agreement has been  
reached to purchase a vehicle. The FSM offers the consumer additional  
ancillary products, for example, an extended warranty or a protection package.  
The FSM also arranges financing. As well, the FSM is responsible for ensuring  
that the proper paperwork is completed in relation to any financing or additional  
products.  
Shaffat Khan  
[31]  
Mr. Khan had been registered as a salesperson under the Act since August 15,  
2008. He began working at OH in May 2017, initially as a sales manager then  
during the relevant time, as acting General Manager. He was terminated by  
letter from his employer dated March 5, 2021 and his registration canceled on  
March 8, 2021. I say that Mr. Khan was “acting” GM because although he was  
given the responsibilities of a GM and is being held accountable by the  
Registrar on account of his role as GM, he was not in fact officially employed in  
that capacity by Alpha Auto Group.  
[32]  
[33]  
I will briefly review the context of Mr. Khan’s role as GM as it is relevant to my  
conclusions with respect to his past conduct and whether it should disentitle him  
to further registration under the Act.  
The Registrar relied on two contracts reflecting Mr. Khan’s role as GM. The first  
is dated November 22, 2019 and signed by the CEO of AAG, Kuldip Billan. This  
agreement does not mention Mr. Khan’s new role or title, but specifies that his  
current compensation plan would be amended by increasing his base salary to  
$100,000 per annum and providing for a $5000 month bonus based on  
achievement of the monthly budget target as set by Alpha Auto Group.  
[34]  
[35]  
Mr. Walker described that when the November 2019 contract was signed Mr.  
Khan was moving from a position of sales manager into a general manager role  
and he was being given the opportunity to show whether he could perform that  
role and take on overall responsibility for the dealership.  
A further contract was signed between Mr. Khan and AAG on October 26, 2020.  
Mr. Walker testified that this contract “finalizes that transition” to GM.  
Page 7 of 39  
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13303&13307/MVDA  
[36]  
[37]  
Notably, the contract between AAG signed by its CEO and Mr. Khan is for the  
position of “General Sales Manager, Ontario Hyundai,” not “General Manager.”  
When asked why the contract did not reflect the position of GM, Mr. Walker  
explained that Hyundai Canada required a certain vetting process for anyone  
hired as GM at a Hyundai Dealership. AAG used the term “general sales  
manager” to avoid having to go through that vetting process.  
Through various witnesses called by the Registrar, including Mr. Walker, Jeff  
Brandes (an FSM) and Phil McLean (a salesperson); and through Mr. Khan’s  
own testimony, a number of relevant details emerge about Mr. Khan’s role as  
“GM”.  
AAG did not provide any training to Mr. Khan before putting him in the role of  
GM.  
Mr. Khan had no prior experience as GM.  
Mr. Khan’s prior experiencing managing others was as sales manager  
where he supervised 12-15 people.  
In his new role he oversaw approximately 97 employees and was  
responsible for multiple departments including areas where he had no prior  
experience at all (for example, accounting or parts and service).  
OH was a high volume dealership.  
In addition to needing to manage parts and service, sales (new, used and  
leasing), FSMs, administration and accounting, Mr. Khan also now had to  
handle matters relating to occupational health and safety, OMVIC, and  
consumer complaints.  
As well, Mr. Khan was placed in the role of GM during a time of some  
upheaval. There had been substantial turnover at the dealership prior to  
October 2019.  
The evidence was that OH was understaffed when Mr. Khan was put in the  
role of GM. As one example, when he became GM, his previous position as  
sales manager was not filled.  
Page 8 of 39  
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13303&13307/MVDA  
Mr. Brandes, called by the Registrar, testified that at a previous dealership  
where he worked there were a number of managers covering different  
departments. He thought that at OH they were “understaffed managerially”.  
On top of being asked to oversee 97 employees and run a high volume  
dealership with no training or experience, Mr. Khan shortly had to do so in  
the face of the COVID-19 pandemic.  
Mr. Khan had to address many additional issues due to COVID; including  
employee layoffs, inventory shortages, and staffing shortages.  
He had to lay off approximately 60 people in March 2020.  
In April of 2020 the cleaning staff did not work at OH and so Mr. Khan was  
responsible for ensuring cleaning.  
He had vendors who were not being paid.  
He had employees laid off who raised complaints about vacation pay. Some  
of the employees took AAG to the Ontario Labour Relations Board (OLRB)  
over the issue of vacation pay.  
He had to hire staff back in May and June 2020.  
He additionally had to deal with all of the unique and new COVID protocols:  
e.g., putting up screens, and signs, learning how to impose social  
distancing, having to learn and make decisions on the fly relating to the  
pandemic, dealing with employees who were worried or sick, and preparing  
for Ministry of Health visits which happened regularly.  
[38]  
Robert Walker, who testified for the respondent, was the Chief Compliance  
Officer for Alpha Auto during the relevant time. He has more than 30 years  
experience in the industry and more than 15 in the role of GM. Mr. Walker  
admitted that he had personally been involved training new GMs in the past,  
saying “I can think of several instances where there was training provided,  
where I myself had spent time with general managers who were new to the  
role.” But no such training was provided to Mr. Khan.  
[39]  
Mr. Khan testified that he was supposed to have been given a management  
training program, but it never happened – possibly due to COVID, he thought.  
Page 9 of 39  
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13303&13307/MVDA  
Pay Structure and Profit at OH  
[40]  
[41]  
Before describing the specifics of the alleged wrongdoing it is also worth  
describing the incentive and pay structure at OH.  
FSMs (such as Mr. Irani or GP) do not earn a salary. Rather, their  
compensation is 100% commission driven and is based on a percentage of the  
gross monthly profits that they are able to generate for the dealership. These  
profits are generated by selling products to consumers after they have agreed  
to purchase a vehicle, such as warranties or protection packages and various  
insurance products.  
[42]  
[43]  
The FSMs also generate profits for the dealership by arranging financing. When  
a loan is arranged through a particular bank, that bank will typically pay the  
dealership a commission for sending the financing contract to them.  
The specific percentage of the gross profits that an FSM can earn each month  
depends on the average gross profits the FSM has brought in. If the average is  
$2,000 or more per month, the FSM will earn 26% of those profits. Thus, for  
example, if the FSM had 50 deals in a month that generated $100,000 in profit  
for the dealership, then the gross monthly average would be $2,000, and the  
FSM would earn 26% of that $100,000. If the average gross profit in the month  
were less than $2,000 in profit, the FSM would earn less of a percentage of that  
total gross profit. Mr. Walker acknowledged that the FSMs – particularly GP –  
earned significant profit for the dealership.  
[44]  
[45]  
Within the FSM’s payment scheme there are additional incentives and  
disincentives for certain products. For example, the FSMs were encouraged to  
sell First Canadian products to consumers. If they sold an equivalent Hyundai  
product – even if it were of equivalent quality and cheaper for the consumer –  
the FSM would have $500 deducted from their gross monthly profit average.  
In terms of who benefited from the majority of the profits earned by FSMs and  
the dealership as a whole, it was Alpha Auto Group, the corporation that owned  
the dealership. Mr. Walker confirmed that the 74% of gross monthly profit  
remaining after the FSMs had been paid, ended up in the pockets of AAG. He  
further confirmed that OH is one of AAG’s top dealerships in terms of profit. Out  
of nine dealerships owned by AAG in Ontario, Mr. Walker ranked OH as at least  
its third highest earner.  
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13303&13307/MVDA  
[46]  
The evidence satisfies me that AAG was interested in the profitability of its  
dealerships and monitored the profits of OH. AAG also had access to the logs  
and records at OH. Further, it was AAG that was responsible for paying the  
compensation to the FSMs and Mr. Khan8.  
Past Conduct – Early Loan Terminations  
[47]  
[48]  
[49]  
[50]  
As noted above, one source of profit for a dealership stems from incentives paid  
by lending institutes to dealerships when consumers finance their purchase  
through that institution. In this case, we are dealing with RBC. The commission  
is called an “origination fee.” There might also be a “quality bonus.”  
The RBC incentive paid to a dealership varies based on several factors,  
including the interest rate and the size of the loan. The range of commissions  
paid to the dealership for any particular loan might range from approximately  
$400 to approximately $4,000 depending on the various factors.  
There is one caveat, however, to the origination fee or quality bonus incentives:  
if the consumer repays the loan within the first 180 days, the bank has the right  
to “charge back” or “claw back” those commissions. A loan that terminates  
within the first 180 days is known as an “early loan termination” or ELT.  
Heather Heggestad – RBC VP of automotive finance for the region – testified  
that charging back for ELTs was apparently not a term of RBC’s contract with  
OH or AAG at the relevant time, though it is now. Mr. Walker testified that he  
would be surprised to learn that there was no such contract. Either way, the  
evidence satisfies me that both appellants and the other FSMs at OH operated  
on the assumption that the bank did have the right to chargeback an origination  
fee or quality bonus if the loan was repaid under 180 days. In such a case, the  
dealership (i.e. AAG) would chargeback the FSM to recoup the FSM’s portion of  
that compensation.  
[51]  
The bank’s right to chargeback for ELTs was also reflected in the incentive  
sheets distributed monthly which said on each of them “RBC reserves the right  
to chargeback Origination Fee and/or Quality Bonus with the first 180 days of  
any loan advance.”  
8 I am saying AAG here even though technically the profits went to the numbered company operating as  
OH and not to AAG. It was also OH that provided the compensation to the FSMs, not AAG. But the  
undisputed evidence is that it is AAG at the top of OH and there is no one between whoever they put in  
as GM and the Sr. Management at AAG. For all intents and purposes, AAG is OH.  
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[52]  
[53]  
[54]  
Regardless of the potential for chargebacks, the evidence satisfies me that  
consumers who were prepared to pay cash for their vehicles were encouraged  
to switch to financing instead by the FSMs at OH. To encourage the consumer  
to switch from cash to financing, the FSMs would offer incentives. For example,  
free window tinting, discounts on other products or other perks.  
A former FSM – Jeff Brandes – was called by the respondent. He was fired  
shortly after Mr. Irani and GP for his alleged involvement in the ELT “scheme”.  
Mr. Brandes had started at OH in April 2019 but left in November 2019 due to  
what he described as a toxic environment because of GP. He returned in  
February 2020, was laid off for COVID, and then rehired again in May, 2020.  
Mr. Brandes explained the general practice at the dealership, which the  
appellant Mr. Khan corroborated. Mr. Brandes explained that it was standard  
practice to try to convert a cash customer to financing in order to obtain the  
commission. He also described the various benefits for a customer of obtaining  
financing. He gave as an example where a consumer may have borrowed the  
cash for the car from a line of credit that had a higher interest rate than the  
dealership could offer for financing.  
[55]  
Mr. Brandes testified that he always told the customer that the loan could be  
paid back at any time but acknowledged that this could include “one day  
financing” whereby the loan would be paid back the very next day. In those  
cases, the consumer would come in with a cheque made out to OH for the  
amount of the loan, OH would then obtain a payout statement from the bank,  
and then issue a cheque to RBC for the amount to be repaid. This would of  
course be an ELT, subject to being clawed back.  
[56]  
[57]  
Mr. Khan was one of the people who signed the cheques that went to RBC for  
early payouts that went through OH. The consumer could also pay back their  
loan early themselves by contacting the bank.  
It is clear from the evidence that the number of loans taken out through RBC  
that ended up being ELTS increased significantly over the 14-month period from  
the beginning of October 2019 to the end of November 2020.  
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[58]  
[59]  
[60]  
[61]  
My own calculations based on the charts relied on by the Registrar and  
submitted through RBC9 show that in the 14 months prior to the period at issue  
there were 24 ELTS altogether out of 119 loans taken out through RBC –  
meaning that 20.2% of those loans ended up being ELTs.  
In comparison, during the 14 months from the beginning of October 2019 until  
the end of November 2020 (the period at issue on this appeal) there were 140  
ELTs out of 264 loans sent altogether to RBC during that period, thus  
approximately 53% of those loans were ending up as ELTs.  
Ms. Heggestad testified that the average national ELT rate was between 5%  
and 6.5% – though that average does not quantify how many loans were taken  
out (eg if only two loans are taken out and one terminates early that would be a  
50% ELT rate).  
In this case, it is clear that there was a significant increase in both the total  
number of loans sent to RBC during the impugned period and in the number of  
those loans that terminated early.  
[62]  
[63]  
The bulk of the ELTs during the relevant period show that the loans were  
terminated within the first month.  
Evidence about the reason why more financing deals were being sent to RBC  
regardless of whether they might be paid out early was provided by both Mr.  
Brandes and Mr. Khan.  
[64]  
Mr. Brandes testified to his understanding that RBC was willing to overlook  
ELTs in order to increase their business with OH. He recalled having been told  
this by either Mr. Irani or GP after he had returned to OH after the COVID  
layoffs in May or June 2020. He testified that this explanation made sense to  
him. He described the RBC representative as being very aggressive. He did not  
do an economic analysis of whether it was in fact in RBC’s interest to overlook  
ELTs, but he expressed that it certainly seemed plausible that they would do so  
if enough business were sent their way.  
9 For the sake of this analysis I am assuming the RBC charts are accurate though there is at least one  
anomaly on the face of the records – namely that they show that “MK” also earned origination fees or  
quality bonuses on ELTS but is an admin person and not an FSM or registered salesperson according to  
the agreement of the parties. According to Mr. Walker, MK should not have been arranging any loans  
though he may have assisted with them. Therefore either Mr. Walker is incorrect or the charts may have  
missing or incorrect information. I find I do not need to solve this discrepancy for the purpose of this  
decision. As well, I note that the accuracy of the charts were not called into question by any of the parties.  
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[65]  
Mr. Khan testified to a similar understanding. He recalled that sometime in the  
Fall of 2019, prior to assuming the role of GM, he was on the floor with the  
former GM when GP came over and told them that RBC had just promoted the  
dealership to a new tier and that as long as they maintained a certain volume of  
loans with RBC they would not claw back ELTs.  
[66]  
[67]  
It turned out that during the impugned period, when the number of ELTS  
increased, RBC did not in fact chargeback for any of them. That evidence is not  
in dispute.  
In terms of why the Registrar calls this increase in ELTs a “scheme,” initially it  
alleged in its NOP that some consumers were not aware of, or did not fully  
understand that loans were being arranged for them. I agree that if such were  
the case, this would certainly make it a “scheme.” However, in its Notice of  
Further and Other Particulars, dated September 30, 2021, the Registrar  
withdrew that allegation.  
[68]  
The only evidence from any consumer regarding how they came to agree to  
financing was from Consumer B – who said he initially wanted to pay cash, but  
was offered financing and agreed to it to improve his credit. I will say more  
about Consumer B’s transaction below. Suffice to say here that his loan was not  
through RBC and his transaction took place after the period of the alleged  
scheme.  
[69]  
[70]  
The Registrar’s remaining basis for describing the increase in ELTs as a  
“scheme” was its contention that the appellants had to have known that ELTs  
were not being charged back for some reason other than what Mr. Brandes and  
Mr. Khan described.  
The Registrar relies on the testimony of Ms. Charlebois – the “aggressive” RBC  
rep described by Mr. Brandes. Ms. Charlebois testified that she had a  
conversation with Mr. Irani in late 2019 or early 2020 in which she told him that  
RBC understood that “life happens” and that “one or two” ELTs “here and there”  
would be normal but “obviously, if there’s a problem, then we’ll be talking about  
it.”  
[71]  
The Registrar also relies on a text message exchange between Mr. Irani and  
the RBC rep sent June 11, 2022. In this exchange, Mr. Irani tells Ms. Charlebois  
that he is sending a lot of deals her way but might have “one or two” that get  
paid out early and “please don’t charge me back as usual.” To which she gave  
him a thumbs up emoji.  
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[72]  
The Registrar asks me to rely on these two exchanges to conclude that Mr. Irani  
and the other FSMs, as well as Mr. Khan, knew or ought to have known that  
they were not supposed to be facilitating loans that might terminate early to the  
extent that they were. The Registrar relies on the echo of the “one or two” ELTs  
in support of this. However the reference to “one or two” ELTs being okay was  
not the whole of Ms. Charlebois’ testimony. She also testified to Mr. Irani  
making comments “about RBC not ever having clawed back in the past” and  
that he was “thankful that RBC never clawed back.” She confirmed that he  
made those comments right up to the end of her working there, which was in  
December 2020.  
[73]  
[74]  
Ms. Charlebois also testified that she had told Mr. Irani that it was not an  
automatic clawback process.  
Ms. Heggestad testified that 10% or more ELTs would usually trigger a flag and  
then the national office would take a closer look. She further explained that a  
concern might depend on how many loans were received – for example as  
where there could be a 50% rate of ELTs but relating to only two deals during  
that period. Thus, a rise above 10% would trigger a closer look but would not  
necessarily trigger a concern in every case.  
[75]  
As to why RBC did not in fact charge back on any of the ELTs during the  
impugned period, the Registrar suggested in its NOP that this was due to  
staffing shortages at RBC related to COVID-19, as a result of which RBC  
suspended its standard practice of auditing the status of financing contracts to  
determine ELTs. However, this too is not quite the evidence that came out at  
the hearing. Rather, Ms. Heggestad explained that RBC had first implemented  
its chargeback policy in 2018 and that it monitored ELTS through a stringent  
manual process at the time that she described as not working for the dealers or  
for RBC. RBC therefore decided to suspend that process sometime in 2019  
(well before COVID) in favour of implementing an automated process. The  
witness did not have the specific date for when in 2019 RBC had suspended the  
stringent process. She did however testify that their new system still had not  
been implemented by the time COVID-19 hit at which time RBC made a  
decision that it would not implement the automated system at that time either.  
Ms. Heggestad explained that monitoring chargebacks was not a priority for the  
national office during COVID.  
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[76]  
There was no evidence to support an inference that the FSMs or Mr. Khan  
knew that RBC had suspended its monitoring system. Ms. Heggestad testified  
that this information would not have been passed on to the dealerships or the  
FSMs.  
[77]  
[78]  
[79]  
[80]  
[81]  
She further testified that despite having suspended its initial manual system,  
RBC still had the capability of monitoring for ELTs and flagging any concerns  
and did so.  
She acknowledged that the data showing the number of loans from OH  
terminating early were available to RBC and the national office and that no  
concerns were ever raised about that number of ELTs.  
Ms. Charlebois also confirmed that if a concern had been raised it would have  
been passed on to her to raise with the FSMs at OH. No concern was ever  
raised.  
There was some discrepancy over how the increase in ELTs ultimately came to  
RBC’s attention. The RBC rep testified that the RBC monitoring system did flag  
a concern in or around November 2020 and she then contacted Mr. Walker.  
Mr. Walker on the other hand could not recall in his testimony who spoke to  
whom first. After some discussion among counsel it was agreed (after Mr.  
Walker had finished testifying) that the Registrar could put in one page from Mr.  
Walker’s interview with an OMVIC investigator as an exhibit. In that interview,  
given on March 23, 2021, Mr. Walker said he was the one who had contacted  
RBC, having had occasion to review some of OH’s records and noticing a high  
number of cheques made out to RBC.  
[82]  
I find that I do not need to decide who contacted whom first. It makes sense that  
RBC would eventually get around to monitoring its own processes. It makes  
equal sense that Mr. Walker, the head of compliance for AAG, could have  
reviewed the files at any time to determine whether there was a concern relating  
to ELTs or other issues. AAG would have been aware of the profits that were  
being generated on its behalf through the increase in loans to RBC and had full  
access to the data behind that increase during the relevant period. As well, as I  
will address below, there is evidence that a Facebook complaint about OH (that  
does not form part of the allegations in the NOP) did lead Mr. Walker to turn his  
attention to OH in or around September 2020.  
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[83]  
In any event, at some point in late fall 2020, it is clear that RBC and Rob Walker  
did have some discussions about the increase in ELTs and subsequently Mr.  
Khan was sent an email from the COO of AAG and directed to stop sending any  
loans at all to RBC. Mr. Khan complied with that direction. The email from the  
COO was sent on December 10, 2020.  
[84]  
[85]  
On January 9, 2021 both Mr. Irani and GP were fired for their participation in the  
alleged scheme. Jeff Brandes was fired in or around February 2021 and Mr.  
Khan was fired on March 5, 2021.  
There was ultimately a settlement between RBC and AAG but it was protected  
by a confidentiality agreement and so its terms were not revealed at the  
hearing. As Mr. Consentino (the OMVIC rep) acknowledged, AAG and RBC  
might have settled for zero dollars or they might have settled for much more.  
The quantum of settlement, if any, is not known.  
[86]  
[87]  
Both Mr. Walker and Ms. Heggestad acknowledged that OH currently maintains  
elite status with RBC.  
Analysis re: ELTS  
I am not persuaded that the increase in ELTS during the impugned period was  
conduct on the part of either appellant that affords reasonable grounds to  
believe that they will not operate their business in accordance with law and with  
honesty and integrity.  
[88]  
[89]  
[90]  
There was no dispute that RBC was entitled to claw back any incentives paid  
for loans that terminated in less than 180 days. The appellants’ position is that  
the increase arose when GP advised that RBC would not be clawing back  
provided they sent sufficient business to RBC. The total number of loans to  
RBC did subsequently increase, as did the percentage of ELTs.  
Although the RBC witnesses testified that there was no policy in place whereby  
incentives would not get clawed back if enough business was sent their way,  
this does not disprove that the FSMs – and by extension Mr. Khan – had come  
to understand otherwise based on what GP had told them, and based on the  
increase in ELTs that then ensued and that were not, in fact, clawed back.  
I have outlined above what the FSMs understood to be the case from their  
perspective, as testified to by Mr. Brandes and Mr. Khan and which, as Mr.  
Brandes testified, “seemed more than plausible” given how aggressive the RBC  
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rep had been and given that RBC did not in fact charge back for any ELTs  
during that period.  
[91]  
[92]  
I have no basis to conclude that the FSMs understood otherwise.  
I find overall that this is not an issue that raises consumer protection concerns.  
At most, the dealership took advantage of the fact that RBC seemed not to be  
clawing back commissions during the impugned period and thus they increased  
the number of deals sent to RBC, including those that they knew would  
terminate early.  
[93]  
[94]  
[95]  
[96]  
It was not alleged that the process followed by OH was anything but out in the  
open. RBC was contacted whenever a loan was paid out early and provided OH  
with a payout statement in respect of that loan.  
As well, this process of sending loans to RBC despite the prospect that they  
would terminate early was a process that had begun before Mr. Khan became  
acting GM.  
There was no evidence to show that the appellants knew about RBC’s  
monitoring system being suspended. In fact, Ms. Heggestad testified that they  
specifically would not have known that.  
The nefariousness initially alleged with respect to consumers being duped into  
signing for loans or not being aware of what they were signing for was  
withdrawn. The only evidence I had was from a consumer who did agree to a  
loan and this loan was not repaid through OH and was not through RBC.  
[97]  
[98]  
Mr. Walker wrote a letter to OMVIC in January 2020 to alert them to the ELT  
issue. In that letter, he confirmed that there was no consumer harm.  
In short, I do not find that the conduct relating to ELTs affords reasonable  
grounds to believe that either appellant would not carry on business as a dealer  
in accordance with law and with integrity and honesty. The conduct was not  
illegal. It was also not dishonest, but rather out in the open, with RBC being  
contacted each time there was an early payout.  
[99]  
I will agree that the conduct of the FSMs in arranging loans in order to obtain  
the commission and then facilitating the early termination of those very same  
loans in some cases, is hardly the height of integrity. I also agree that the  
FSMs, the GM and AAG – the latter of which benefited from the bulk of the  
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profits generated through the RBC commissions – could have realized that  
something was amiss when none of those ELTs were clawed back. At the same  
time, I believe the testimony of Jeff Brandes and Mr. Khan when they say they  
were provided a reason for RBC not clawing back.  
[100] Ultimately, it is clear that RBC was more than capable of monitoring its own  
processes and I am not prepared to find that the appellants should be held  
responsible for RBC’s failure to implement its own policies and procedures.  
Past Conduct - Consumer Trade Issues  
[101] The other area of past conduct that the Registrar submits ought to disqualify  
both appellants from registration relates to overcharges for certain products,  
charges for products not agreed to by the consumer, and failing to provide Bills  
of Sale at the time required under the Act.  
[102] The majority of the wrongdoing alleged in the NOP and the more egregious  
examples of it as described at the hearing, relate to deals for which GP was the  
FSM. There were nine transactions that raised concerns about GP’s past  
conduct as set out in the NOP.  
[103] GP’s conduct was not in dispute and was admitted by the appellants. Since he  
is no longer an appellant in these proceedings his conduct is relevant only  
insofar as it relates to Mr. Khan. The Registrar contends that as GM, Mr. Khan  
had a duty to ensure compliance, and that he either knew or ought to have  
known that there were overcharges and other issues arising in some of GP’s  
transactions. The registrar submits that Mr. Khan’s failure to take sufficient  
steps to address the issues should disentitle him to registration. I will explain  
below why I disagree with that conclusion.  
[104] I will first address the allegations in relation to Mr. Irani. There are two deals  
which the Registrar submits raise concerns about the conduct of Mr. Irani  
Consumer B - Irani  
[105] Consumer B came to the dealership on December 29, 2020 and agreed to buy  
a used car. The salesperson was Phil McLean, who testified at the hearing.  
After reaching an agreement to purchase the car, the consumer was taken to  
see Mr. Irani and was offered financing. Consumer B had been intending to pay  
cash but thought if he could get financing it might be good for his credit rating.  
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[106] The evidence was that B had very bad credit. He had just moved back from the  
U.S. and thought it would be good to establish his credit in Canada. Mr. Irani  
managed to secure him 21.99%. This rate was described as “egregious” by Mr.  
Walker when he testified about this transaction, whereas the fact that Mr. Irani  
was able to obtain that rate for Consumer B was described by the salesperson  
as pulling a rabbit out of a hat. Consumer B provided additional documents  
when requested in order to facilitate the financing (which was with TD, not  
RBC).  
[107] On December 31, 2020, Mr. McLean texted Consumer B that his financing was  
approved and offered to pick him up on Monday, January 4, 2021 to sign the  
paperwork and pick up the car. The text was sent at 2:22 pm on New Year’s  
Eve day. The dealership was scheduled to close that day at 3pm. The  
consumer texted that he was already on the way and despite the salesperson  
again suggesting Monday, January 4, 2020, Consumer B showed up, just as  
the dealership was closing for New Year’s. The consumer acknowledged that  
as a result of his sudden attendance after hours on a holiday everything was  
very rushed. Mr. McLean also testified that nothing would have been ready for  
the consumer since he had come in so suddenly. The consumer recollected that  
he signed a Bill of Sale that day and disagreed with Mr. Irani’s suggestion that  
he only would have signed the financing contract; however, the only document  
in evidence that was signed December 31, 2020 was the banking contract.  
Consumer B testified that he did not ask for a copy of the paperwork at that  
time.  
[108] Consumer B next came in to OH on January 5, 2021 with his brother. Mr.  
McLean testified that he went to get Mr. Irani who asked Mr. McLean to take the  
paperwork down for him whereas the consumer testified that Mr. Irani brought  
down the paperwork himself. I prefer Mr. McLean’s testimony as it had other  
details that corroborated that sequence, including that the consumer’s brother  
noticed an admin charge of $2,499 on the Bill of Sale and complained, thus Mr.  
McLean took the bill back to Mr. Irani, who said it must be a typo and came  
down with a revised Bill of Sale. On the revised bill, the admin fee was $499 but  
there was now $2,000 added as a charge for insurance. Consumer B and his  
brother argued with Mr. Irani for some time over whether there was supposed to  
be an insurance charge.  
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[109] Mr. McLean testified that he did not hear the conversation between the  
consumer and his brother and Mr. Irani because he purposely stood off to the  
side. He said that Consumer B was “pretty darn upset” and that he had “never  
seen a customer be so off the deep end.”  
[110] Consumer B described being livid and that there was 90 minutes of arguing to  
take the $2,000 off but Mr. Irani refused, saying that the insurance was needed  
for financing. According to the consumer, Mr. Irani also said that he had to take  
the vehicle as he had signed for it.  
[111] Consumer B ultimately took delivery of the vehicle with the insurance still on the  
bill. He acknowledged that he was given 8 years of oil changes for the  
confusion. The Bill of Sale in evidence showed $2,000 insurance and the 8  
years of free oil changes. The oil change addition was initialed by the consumer  
and the bill was signed by the consumer and Mr. Irani, but not by the  
salesperson.  
[112] Mr. McLean testified that he saw Mr. Irani put the Bill of Sale into the  
consumer’s bag for him. The consumer denied finding any papers in his bag.  
[113] The consumer testified that he had both a physical and neurological disability.  
He said he was walking with a cane at the time of the transaction, though the  
salesperson recalled him wearing a leg brace, which was why he thought it  
“gentlemanly” of Mr. Irani to have put the Bill of Sale in his bag for him. As for  
the consumer’s apparent neurological disorder, though the consumer later  
provided a doctor’s letter to OMVIC describing his condition or possible  
conditions, there is no evidence that Mr. Irani would have known that he had a  
neurological issue. My own perception of Consumer B from his testimony and  
his written communications, was that he was extremely articulate and obviously  
of high intelligence, if not somewhat belligerent and sarcastic. I did notice that  
he spoke with what I described as something of a drawl but without having  
knowledge that this reflected a more serious medical condition, I cannot fault  
Mr. Irani if he did not treat the consumer any differently because of it.  
[114] The consumer still owed OH $8,000 when he took possession of the vehicle as  
he was supposed to have brought in a deposit for that amount but had forgotten  
to do so. Mr. McLean went the following day to pick up the deposit from the  
consumer’s house whereupon the consumer asked for the Bill of Sale. Mr.  
McLean returned to the dealership and told Mr. Irani that the consumer wanted  
the Bill of Sale. Mr. Irani gave Mr. McLean an envelope to mail to the consumer.  
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The consumer says he received the documents at the end of that week but that  
it did not include a Bill of Sale signed December 31, 2020.  
[115] On January 7, 2021, before receiving the documents in the mail, Consumer B  
wrote to Mr. Khan, seeking a copy of the bill that he had been told was in the  
mail and a copy of the contract he was sure he had signed on December 31,  
2020.  
[116] There was evidence that Mr. Irani’s day off was that Friday, January 8, 2022. By  
Saturday, January 9, 2022, he had been fired for his involvement with what Mr.  
Walker described as the ELT “scheme.”  
[117] On January 13, 2021 Consumer B wrote to Mr. Khan again, asking for  
information about the insurance he had paid for. On January 16, he wrote  
again, still seeking a copy of the December 31, 2020 contract he was adamant  
he had signed. He then said he would not write again. He testified that when he  
did not hear from Mr. Khan he next complained to OMVIC. Ultimately, Mr.  
Walker paid him $2,000 in settlement of his complaint.  
[118] I will address Mr. Khan’s lack of response to this complaint as part of the  
allegations against that appellant.  
[119] With respect to Mr. Irani’s alleged malfeasance regarding this deal, it does  
appear possible that Consumer B had not requested insurance. It is not  
reflected on the banking contract signed December 31, 2020; however those  
documents do reflect an approximately $2,000 increase in the sale price being  
financed. Since Mr. Irani did not testify, I am left without a satisfactory  
explanation for how the additional $2,000 went from being on the sale price of  
the financing contract, to being off the sale price but on a Bill of Sale as an  
admin charge; to being off as an admin charge but added as an insurance  
payment. Ultimately, there was no insurance coverage registered, nor is there  
evidence that a certificate for insurance was signed.  
[120] Mr. McLean testified that he did not know or hear about any other times that Mr.  
Irani had not provided documents to a consumer.  
[121] Ultimately, it does appear that something was off with this deal, but I find it  
difficult to conclude exactly what. The consumer and Mr. McLean, both agreed  
that the initial deal was extremely rushed having taken place after closing on  
New Years Eve, when neither Mr. Irani nor Mr. McLean was expecting the  
consumer. Then there was clearly a disagreement about the insurance when  
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the consumer came to pick up the vehicle as described by both the consumer  
and Mr. McLean who witnessed the intensity of the disagreement but could not  
overhear its content. In the end, the consumer – who was there with his brother  
– signed the Bill of Sale that included the $2,000 insurance, initialed the free 8  
years of oil changes, and left with the car even though he still had not paid the  
$8,000 deposit.  
[122] Mr. Irani did not testify to give his side of what happened. However, he was able  
to bring out from some of the other witnesses that typically a transaction would  
not be considered complete if the deposit was still owing. In closing, Mr. Irani  
suggested that this provides a reason for not providing the consumer with a Bill  
of Sale on the day he took the car. Mr. McLean also confirmed that it would  
have been the admin person who was responsible for preparing the insurance  
documentation, though it would be the FSM’s job to ensure it was done  
correctly. It is also evident that Mr. Irani would not have had time to follow up on  
registering insurance given that he returned to work on Saturday January 9,  
2021 only to learn he had been fired.  
[123] I accept that it’s possible that there might have been an overcharge on this file.  
And I would have liked to hear from Mr. Irani on it. At the same time, Mr.  
McLean, the salesperson, did state that he occasionally saw higher admin fees  
when an FSM had to put substantial work into obtaining a loan. If that is the  
case though, then the $2,000 that was initially attached to the admin fee ought  
not to have shifted elsewhere. On the other hand, it is also possible that there  
was simply confusion on this file for the various reasons set out above.  
[124] I do accept that the consumer ought to have been provided with a copy of the  
Bill of Sale immediately upon signing it, as required under s. 40(9) of O/Reg  
338/09. However, given the rush of events as testified to by Mr. McLean on the  
day the consumer came in to sign, it is not certain that he in fact signed a Bill of  
Sale on that day. In any event, I cannot conclude that either of the consumer  
trade issues alleged with respect to this transaction amount to past conduct that  
ought to disentitle the appellant from future registration as a salesperson. As I  
note below, there is simply too much murky context to find malfeasance on the  
part of Mr. Irani with respect to this deal.  
Consumer L - Irani  
[125] The only other of Mr. Irani’s deals impugned by the Registrar is Consumer L’s.  
This consumer purchased a vehicle in March 2020. The allegation as set out in  
the NOP is that Irani charged him $3,500 for insurance. “In exchange for this  
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$3,500 insurance charge, Irani registered the consumer for a GAP insurance  
product that has a provider retail price of $2,226.”  
[126] This consumer did not testify.  
[127] Mr. Walker and Mr. Consentino were both taken through the documents  
pertaining to this alleged overcharge in cross-examination by Mr. Irani.  
Ultimately, Mr. Irani was able to show that although there was a difference in  
the insurance between the documents, there was also a rebate had not been  
taken into consideration on the Bill of Sale and the total amount financed  
(showing the $2,226 insurance) was only 18 cents less than the total on the Bill  
of Sale.  
[128] At the end of the day, as Mr. Consentino agreed, it was a “a little ambiguous”  
that there was in fact an overcharge. Rather, taking into consideration the  
rebate, it was likely that this consumer was actually undercharged.  
[129] As well, Mr. Irani was able to show that the deal file included a direction to his  
admin person to prepare the GAP Insurance documents and that all of those  
documents were then signed by that admin person and not by Mr. Irani. Though  
it may well have been Mr. Irani’s responsibility to double check all the details, I  
am not prepared to say that this past conduct affords reasonable grounds for  
belief that Mr. Irani would not act with honesty or integrity or in accordance with  
law as a salesperson.  
[130] I agree with Mr. Irani’s closing submissions that OMVIC really had to dig for this  
purported wrongdoing. The consumer never complained. And Mr. Consentino  
acknowledged that rather than just relying on Mr. Walker’s analysis of the file,  
OMVIC might have benefited from interviewing Mr. Irani, which it never did.  
[131] Ultimately, I find that at its height, the past conduct relating to Consumer L  
shows an error. Certainly there was not sufficient evidence to prove that it was a  
purposeful overcharge initiated by Irani – even if it was likely his job to have  
noticed the error.  
Analysis & Conclusion – Mr. Irani  
[132] I have described above why I do not find that the ELT conduct affords  
reasonable grounds to believe Mr. Irani will not act in accordance with the law  
and with integrity and honesty as a registrant.  
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[133] I further find that neither of the two deals described above are sufficient to  
prevent him from registration.  
[134] There is sufficient context surrounding both deals that I find it difficult to  
conclude on a balance of probabilities that there was specific wrongdoing,  
though I have some suspicion that something was awry with respect to  
Consumer B’s file. Possibly the explanation is that Mr. Irani did hope to collect  
an additional $2,000 on the admin fee given how hard he worked to arrange the  
loan for this consumer. If so, that same $2,000 ought not to have then shifted  
elsewhere on the bill. That said, suspicion of past conduct is not proof of that  
conduct.  
[135] In conclusion, I do not agree with the Registrar that Mr. Irani’s past conduct in  
relation to ELTs and with respect to the above transactions, even when  
considered all altogether, affords reasonable grounds for belief that he will not  
carry on business as a salesperson in accordance with law and with integrity  
and honesty. Mere suspicion is not enough to make out “reasonable grounds for  
belief.” In Mr. Irani’s case, I have some suspicion that something was awry in  
Consumer B’s deal and I have considered that the ELT pattern does not  
represent the height of integrity. At the same time, there is sufficient  
surrounding context to all of the above described conduct that mitigates any  
wrongdoing and makes me unable to even suspect there will be a future  
concern if Mr. Irani is again registered as a salesperson under the Act.  
[136] I further do not find it necessary to attach conditions to his registration. Mr. Irani  
is obliged as a registrant to comply with the Act and there are remedies  
available to OMVIC if he fails to do so. The dealership where he is registered  
will also share some responsibility for monitoring the conduct of Mr. Irani as its  
salesperson.  
The alleged past conduct of Mr. Khan  
[137] I have earlier set out the context of Mr. Khan’s role as GM – including that he  
was placed in the role by AAG without prior experience as a GM, without any  
training, and in circumstances where his official role was not even that of GM  
because AAG wished to avoid Hyundai Canada’s vetting process. He also had  
an enormous number of responsibilities in areas where he had no prior  
experience at all. The dealership was high volume and the Registrar’s own  
witnesses acknowledged it was understaffed managerially. Mr. Khan also had  
to deal with COVID-19 hitting the industry with all the protocols and problems  
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that the pandemic involved. Further, he had to deal with hiring, firing and  
employment complaints against AAG for withholding vacation and other issues.  
[138] It is within the above context that the Registrar asserts Mr. Khan ought to have  
noticed and stopped the issues relating to the increase in ELTs at RBC and to  
have addressed the conduct arising in relation to consumer trades. GP’s trades  
are the ones most at issue here.  
[139] While I will only briefly describe GP’s conduct for the purposes of this decision, I  
have reviewed the conduct relating to GP carefully, including by comparing Bills  
of Sale, considering the evidence from Rob Walker, the sales reps of the  
various products, and the evidence of Mr. Brandes (the FSM called by the  
Registrar) regarding the appropriate prices to charge for the various ancillary  
products as well as the evidence about how products get registered, who is  
responsible for registering them and other details. I have also reviewed the  
allegations in the NOP that were admitted as being factually correct with respect  
to GP.  
[140] Suffice to say here that, as admitted by the appellants, GP in multiple instances  
charged more than would be considered appropriate for certain products when  
weighed against an industry standard of what was acceptable – for example  
charging $4,000 for a protection package when all that was registered was a  
$150 rust protection plan.  
[141] As well, some of the products sold by GP – such as some extended warranty  
products from First Canadian – had a hard cap, meaning that the FSMs could  
not charge above a certain amount. When certain details such as the year and  
model of the vehicle were entered into the product company’s portal the  
maximum amount would be autogenerated in the system and printed on the  
form. Then the product would be registered in that amount. The representative  
from First Canadian testified that while an FSM could go into the portal to lower  
the premium, the FSM could not raise it above the cap. In at least two  
transactions of GP’s with different consumers, GP had charged beyond the  
maximum allowable cap, and he appears to have done so by whiting out the  
auto-printed maximum amount and handwriting in a higher amount.  
[142] Thus for example, in relation to Consumer C, the maximum that could be  
charged for the FCPP extended warranty product he sold this consumer was  
$3,180 but GP whited that out and charged this consumer $9,000 for that  
product. The lower, proper amount, was the amount written on one Bill of Sale  
and registered with FCPP. But the $9,000 amount was handwritten on the  
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registration document signed by the consumer and was also reflected on the Bill  
of Sale that she was provided (after having to ask for it).  
[143] There were other issues in relation to Consumer C’s transaction that I will  
address below. This consumer and Consumers D and E all testified at the  
hearing because each had raised certain issues with Mr. Khan which the  
respondent alleges he did nothing about. I will therefore briefly describe those  
complaints.  
[144] With respect to the remaining GP consumer trade issues relating to Consumers  
F, G, H, I, J, and K – the facts relating to the various overcharges and other  
issues as set out in the NOP were admitted by the appellants. I am not going to  
review those facts here. For the purposes of this decision I accept that the  
discrepancies and overcharges occurring in GP’s trades were there to be found  
in his deal files.  
Specific complaints that came to Mr. Khan’s attention  
Consumer B  
[145] As noted above, Consumer B wrote to Mr. Khan on January 7, 2021 to request  
a copy of his Bill of Sale. The evidence was that by then it was already in the  
mail and the consumer confirmed it was received. After receiving the  
documents, the consumer then wrote to Mr. Khan on January 11, 2021 asking  
for the document he thought he had signed on December 31, 2020. Mr. Khan  
did not respond. A follow up email from the consumer was sent on January 13,  
2021 this time asking for information about the insurance provider. A final email  
was sent to Mr. Khan on January 16, 2021 in which the consumer again asks  
for the contract purportedly signed on December 31, 2020. He tells Mr. Khan  
that he will not be contacting him again and then goes to OMVIC.  
[146] Mr. Khan acknowledged that he did not respond to Consumer B. He testified  
that what he did do was pass the request on to Phil McLean the salesperson  
involved with that consumer and he asked Mr. McLean to deal with it. He  
explained that his hands were full then having just lost two of his FSMs.  
[147] Even if Mr. Khan ought to have responded to the consumer to tell him that he  
was looking into his questions, I can hardly conclude this is conduct that calls  
into question Mr. Khan’s ability to act in accordance with law and with integrity  
and honesty as a salesperson in the future. The context satisfies me that Mr.  
Khan’s job as GM – which was already overwhelming for an untrained and  
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inexperienced GM – was now even harder having just lost two of his FSMs that  
very week.  
Consumer C  
[148] Consumer C is the consumer who was charged $9,000 for a product that was  
capped at $3,180. However, this blatant overcharge handwritten onto her copy  
of the warranty document was not noticed by the consumer until February 2021.  
Before that she had a specific complaint that she had raised with Mr. Khan after  
learning that GP had not paid out the lien on the car she had traded in, as he  
was supposed to have done.  
[149] Consumer C’s purchase was in July 2020. Her initial complaint was made on  
August 19, 2020. Consumer C wrote to Mr. Khan asking that the lien issue be  
addressed and seeking copies of the documents she had signed and the Bill of  
Sale. She testified that she had signed a number of documents on the day she  
picked up the car and that GP had told her that one set of documents would be  
staying at the dealership and the other would be mailed to her. She testified that  
she did not ask for a Bill of Sale at the time, having been told it would be mailed  
to her.  
[150] Consumer C testified that Mr. Khan called within about 30 minutes from her  
sending that email. He explained that GP was on vacation but that he would  
issue her a cheque for the missed payments on the trade-in. Mr. Khan also told  
Consumer C that she could come pick up her file.  
[151] Mr. Khan testified that he ensured that the lien was paid out, that the consumer  
then came in to pick up the cheque for the missed payments and that he  
provided her a copy of the documents she had requested. He testified that he  
did not notice the $9,000 charge for the warranty product.  
[152] I find that Consumer C’s first complaint was adequately dealt with by Mr. Khan.  
However, he ought to have next followed up with GP to ensure that GP was  
promptly dealing with lien payouts and providing Bills of Sale on time. Should  
this have drawn his attention to a bigger issue with GP? Maybe it should have.  
However, I accept Mr. Khan’s testimony that it did not. My findings in relation to  
Mr. Khan’s credibility are expanded on below.  
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[153] Consumer C later discovered the significant overcharge on her extended  
warranty. She complained to FCPP and received compensation for the full  
amount she paid. The FCPP rep who testified confirmed that her  
reimbursement was made on February 15, 2021.  
[154] Prior to that date – on February 8, 2021 – Consumer C had emailed Mr. Khan  
about what she had learned from FCPP about the overcharge. She asked for  
his attention to the matter. On February 9, 2021, she followed up on the email  
saying it was an urgent matter.  
[155] Mr. Khan testified that by this point he had already handed certain of GP’s files  
over to Mr. Walker, including Consumer C’s he though and had been told that  
Mr. Walker would handle any complaints. I accept Mr. Khan’s explanation that  
he passed this complaint on to Mr. Walker. By that time, all of his FSMs had  
been fired and Mr. Walker was clearly involved in issues surrounding GP’s  
alleged wrongdoing. I do not find it unreasonable that Mr. Khan would leave  
Consumer C’s complaint about the $9,000 charge with AAG to deal with.  
Consumer D  
[156] Consumer D was also called as a witness. She had purchased a car where GP  
was the FSM in or around November 11, 2020. There were two signed bills of  
sale in the deal file. One is undated and includes a $1,725 freight charge, a  
$3,098 extended warranty charge and a $4,000 protection package charge. The  
consumer testified that GP made her sign various documents in relation to  
those items and that she was also told to sign the Bill of Sale but without being  
given the opportunity to review it. Then when she came to pick up the vehicle  
she was given this Bill of Sale and objected to it. She spoke to GP and said she  
had not agreed to the charges. He accused her of lying. She spoke to Mr. Khan  
and he said he would remove the freight charge since she was right it should  
not be there – as it was a demo car she had purchased – but he told her she  
had to pay for the other items because she had signed the Bill of Sale. The  
consumer threatened to call OMVIC and Mr. Khan reportedly said go ahead and  
handed her the phone. She described Mr. Khan as very rude. She told him she  
would not take the car until the charges were removed.  
[157] Consumer D shortly received a call from the salesperson to say that the  
dealership had removed the charges to which she had objected. She went in  
and Mr. Khan apologized to her for being rude. He showed her that the  
extended warranty and freight charge had been removed and she signed the  
second bill. The difference in final price between the first and second Bill of Sale  
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was $4,319.99 in the consumer’s favour. She testified that she had also  
requested that the $4,000 protection package be removed but it was not  
removed. It was not contested that in exchange for the $4,000 protection  
package, all that was registered was a $150 rust protection plan.  
[158] With respect to this complaint and whether Mr. Khan addressed it sufficiently,  
there was some ambiguity on the evidence whether this consumer requested  
any remedy with respect to the protection package and I do not find it proven on  
a balance of probabilities that the protection package issue was initially raised. I  
do, however, find that Mr. Khan ought not to have been rude to the consumer  
when she first attended. At the same time, the evidence from Mr. Khan as well  
as the consumer satisfies me that he was apologetic afterwards and regretted  
his behaviour. I find he thus addressed the consumer’s concerns adequately  
overall, even if not perfectly. The consumer did not complain to OMVIC though  
she was contacted by Ms. Barkey, the OMVIC investigator involved in the case  
(who was not called as a witness).  
[159] I note that there was no allegation elsewhere on the evidence that Mr. Khan  
was otherwise ever rude or impolite.  
Consumer E  
[160] On or about December 28, 2020, Consumer E and her partner were shown a  
vehicle they liked. They were taken to GP’s office. They discussed financing.  
She signed a credit check. They discussed an extended warranty and a rust  
module. She learned that freight would be waived as there were some  
kilometres on the car. The couple went home and worried over whether they  
could afford the vehicle. They were expecting a child. The consumer contacted  
GP to find out if they were locked in. He said they were because they had asked  
for winter tires to be put on and had signed the credit check. The consumer then  
went back to the dealership on December 31, 2020 with her cousin and met  
with GP to again inquire whether she was locked into the purchase. GP showed  
her a Bill of Sale that she had purportedly signed but she did not recall signing  
any Bill of Sale.  
[161] She left with the vehicle but not the Bill of Sale. She testified that GP had told  
her she would get it later from the bank. She found she needed it earlier than  
that when she tried to arrange insurance. She emailed GP and asked for the Bill  
of Sale but he gave her something other than the Bill of Sale, and more like a  
banking document showing how much she would be paying. She thought the  
amount was different than she had remembered and that the payment schedule  
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was different. Eventually, the insurance company was able to obtain a Bill of  
Sale from OH and when she saw it, she saw it was different than the one she  
had signed.  
[162] Consumer E wrote to Mr. Khan on February 8, 2021 by which time she now had  
both bills of sale – the one provided by OH and the one that OH had sent her  
insurance company. She asked to discuss the matter with Mr. Khan.  
[163] The Registrar contends in its NOP that “after reviewing her documents,  
Consumer E contacted Khan on or about Feb 4, 8, 16, and March 8, 2021.  
Khan did not respond to Consumer E’s concerns with the trade.” However, this  
allegation was not made out on the evidence. Mr. Khan did respond. He wrote  
on February 8 and apologized for not reviewing the file the week before. He  
said he would take a look and get back in touch with her. The consumer then  
followed up on February 16 and though Mr. Khan could have been more prompt  
in his response, he did leave her a voice mail on February 26 and they spoke  
thereafter. The consumer testified that Mr. Khan told her that he had to confer  
with his higher ups – which is consistent with his testimony as to how he was  
handling GP complaints at that time.  
[164] The consumer next followed up on March 8, 2021. However, by then Mr. Khan  
had been fired. He was let go on March 5, 2021 for his purported involvement  
with the ELTs. Obviously he cannot be faulted for not further responding.  
Timing of the revelations concerning GP  
[165] There were some discrepancies between Mr. Khan’s evidence and Mr. Walker’s  
regarding when GP’s purported wrongdoing came to light and who discovered  
the issues. My finding with respect to the chronology impacts my finding with  
respect to the credibility and reliability of Mr. Khan. I found, as a whole, that Mr.  
Khan’s evidence of the chronology was the more credible and reliable of the  
two.  
[166] Mr. Walker testified that his investigation into issues at OH began in September  
2020 after seeing a complaint about the dealership on Facebook (this complaint  
does not form the basis for any of the grounds raised in the NOP). He testified  
that his investigation into that issue led him to discover issues relating to the  
ELTs and subsequently instances of overcharging and price gouging,  
particularly with respect to GP’s files. He testified that after gathering  
information about all of the wrongdoing he handed everything over to OMVIC.  
Although Mr. Walker acknowledged that his memory was not perfect, it was  
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clear that he believed he had uncovered evidence of overcharges and other  
issues relating to consumer trades over the fall of 2020.  
[167] Mr. Walker’s chronology of events, however, does not cohere with the rest of  
the evidence.  
[168] For example, the evidence from Mr. Khan was that he was the one who alerted  
AAG to issues relating to GP toward the end of October 2020. This was  
supported by a “What’s App” message from Mr. Khan to the COO of AAG  
expressing concern about two of GP’s files. That message was then followed by  
an email to his superiors at AAG dated October 27, 2020 in which he forwarded  
the two files of concern. Mr. Khan testified to then going in to OH on a Sunday  
to review other files of GP’s. He says he pulled approximately 45 files and then  
had a call with Mr. Walker who sent an associate to Toronto to pick those files  
up. That latter arrangement was also supported by text messages. According to  
Mr. Khan, some of the files relied on by OMVIC and reviewed in these  
proceedings were those pulled by Mr. Khan. He testified that Mr. Walker came  
in to go through more files in or around December 2020 and was also in to look  
through files after the FSMs were fired, but that it was he, Mr. Khan, who first  
alerted AAG to issues with GP.  
[169] Mr. Khan believes that it was Mr. Walker’s review of the files he had pulled that  
led to Mr. Walker noticing the increase of ELTs at RBC.  
[170] Mr. Walker, on the other hand, testified that he was the one to initially pull  
further files to investigate. He said he did this sometime in the fall of 2020. He  
did not recall receiving files from Mr. Khan, other than the first two that Mr. Khan  
passed on to AAG upper management. Mr. Walker testified that he thought Mr.  
Khan only raised concerns with respect to those two files to deflect attention  
from himself, knowing that Mr. Walker was investigating various issues. Mr.  
Walker testified that he thought Mr. Khan was complicit in the ELT “scheme”  
and also the consumer trade issues.  
[171] On a number of occasions Mr. Walker referenced knowing by the Fall of 2020  
that there were consumer trade issues. For example, as he was describing the  
issues with Consumer B, he could not remember precisely when he had spoken  
to that consumer but thought it was likely in November 2020 and that Consumer  
B’s transaction would have happened some months earlier. However,  
Consumer B did not even attend the dealership until the end of December 2020  
and did not come to OMVIC or Mr. Walker’s attention until after the FSM’s had  
been fired, sometime in January 2021.  
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[172] Mr. Walker also testified that he ultimately turned all of the files over to OMVIC  
to investigate. He referred to sending OMVIC a letter outlining his findings. That  
letter was sent January 19, 2021 – long after he claims to have discovered all  
the consumer trade issues – yet in it he refers only to his discovery of the ELT  
issue. He says nothing about any other issues. Notably, in this letter, he does  
not mention Mr. Khan at all. Only Mr. Irani and GP.  
[173] The January 9, 2021 letters terminating the employment of Mr. Irani and GP  
also only refer to the ELTs as the reason for their termination. Neither mentions  
any consumer trade issues.  
[174] Even when Mr. Khan was fired on March 5, 2021, the only reason given for his  
termination was his role as GM during the purported ELT “scheme.” There was  
no allegation or insinuation that he was complicit in dealer trade issues as Mr.  
Walker insinuated at this hearing.  
[175] I also do not find it plausible that Mr. Walker or anyone at AAG would think Mr.  
Khan was in on various schemes and yet allow his further promotion as  
unofficial GM on October 26, 2020. Mr. Walker insinuated that AAG promoted  
Mr. Khan as a ruse, to make him feel secure in his position as GM and not  
suspect that there was a continuing investigation into his purported wrongdoing.  
However, later in his testimony – as he was being questioned about why AAG  
would try to avoid the Hyundai Canada vetting process required for a GM – he  
said he was not actually involved in the decision making with respect to Mr.  
Khan’s promotion. I find that both positions can’t be correct. Either he knows or  
he does not know the circumstances surrounding Mr. Khan’s further promotion  
at the end of October 2020.  
[176] I found on the whole that Mr. Walker – while helpful to a point – was weak on  
his memory of the chronology as supported by other details. He was also quick  
to agree to insinuations from which he later retreated.  
[177] It also does not make sense, in my view, that the Chief Compliance Officer for  
the dealership would try to entrap Mr. Khan rather than addressing the concerns  
he is now claiming to have noticed. If AAG in fact thought that there was  
wrongdoing going on at the dealership and that Mr. Khan, Mr. Irani and GP  
were all in on it, it simply does not make sense that AAG would put consumers  
at risk by lying in wait to see if more consumer trade issues may arise.  
[178] I find Mr. Khan’s testimony as to the chronology to be more consistent with the  
rest of the evidence before me. I accept that he is the one who first told AAG  
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about concerns regarding GP and that he was the first to pull specific files of  
concern in relation to GP’s transactions.  
Analysis & Conclusion - Mr. Khan  
[179] The Registrar’s case against Mr. Khan is wanting. Although the Registrar has  
submitted that it would be open to me to find that Mr. Khan knew that GP was  
overcharging consumers and that Mr. Khan was somehow complicit in that  
wrongdoing, I do not find there is evidence to support that conclusion.  
[180] The Registrar also invites me to find Mr. Khan’s testimony unworthy of belief in  
other respects. For example, the Registrar invited me in closing to conclude that  
Mr. Khan did see that GP had charged Consumer C $9,000 for a product that  
was supposed to be capped at $3,180. However, I find no reason to disbelieve  
Mr. Khan when he said he did not notice that charge.  
[181] I found Mr. Khan to be a reliable and credible witness on the whole. His  
evidence was detailed, and consistent with the rest of the evidence. He had a  
good memory for details and was able to provide context for each event. He did  
not appear guarded nor as if he were hedging any of the issues raised with him.  
As well, he took ownership of where he could have done better. On the whole, I  
did not find Mr. Khan’s evidence suspect. As noted above, where it conflicts  
with Mr. Walker’s testimony I prefer Mr. Khan’s testimony.  
[182] Apart from inviting me to find Mr. Khan lacking in belief, the main thrust of the  
Registrar’s submissions against Mr. Khan was that Mr. Khan was in a position  
to have spotted the wrongdoing, was responsible for addressing it as GM, and  
did not take sufficient steps to do so. The Registrar contends that Mr. Khan’s  
failure to have taken steps to address the various issues raised in this case  
goes to Mr. Khan’s honesty and integrity.  
[183] The Registrar points specifically to the issues with GP and submits that Mr.  
Khan knew there were complaints and issues with GP’s deal files – at the very  
least with him failing to provide bills of sale on time even if Mr. Khan didn’t also  
see the overcharges – but Mr. Khan nonetheless allowed GP to continue to  
operate without consequence or closer scrutiny.  
[184] I agree that there is evidence that Mr. Khan knew of complaints regarding GP  
and did not effectively discipline GP or monitor his files until finally doing so in  
October when he raised two issues with management and then looked into  
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further potential problems with GP’s files and passed a number of such files on  
to Mr. Walker.  
[185] There was evidence generally from Mr. Brandes and Mr. McLean that GP had  
been a long-standing problem in multiple ways at the dealership. Mr. Brandes  
had in fact left OH in 2019 for a time because he did not get along with GP. GP  
was known to raise his voice, and to argue with customers. Mr. McLean testified  
that he often overheard complaints about GP. I conclude that Mr. Khan would  
have also known of such complaints.  
[186] Yet I also accept Mr. Khan’s testimony, which is supported by the two OH  
employees called by the Registrar, that Mr. Khan’s nature was non-  
confrontational, and that he was spread very thin at the dealership and wearing  
too many hats.  
[187] I further accept Mr. Khan’s testimony that he thought he could rely on his FSMs,  
as they were managers and should be capable of handling complaints  
themselves. Thus his practice was to tell GP to deal with complaints when they  
arose. I accept Mr. Khan’s testimony that he did not think to review any of GP’s  
files until finally doing so in or around the end of October / early November 2020  
after two specific incidents concerning GP had come to his attention through a  
salesperson. Mr. Khan acknowledges that if he had taken a closer look at GP’s  
files sometime earlier, he could have brought up specific issues with GP and  
with upper management at AAG.  
[188] Part of the Registrar’s position is based on the timing of when matters came to  
Mr. Khan’s attention. The Registrar submits that Mr. Khan only acted as if he  
was concerned about GP's conduct because he knew that Mr. Walker was  
conducting an investigation and he wanted to deflect attention from himself. As  
already noted above, while that theory is plausible, I do not find it proven on a  
balance of probabilities. To the contrary, I accept Mr. Khan’s evidence that he  
was the one who passed on concerns about some of GP’s transaction because  
he was concerned about those transactions, and that he then went in to do a  
more thorough review of all of GP’s files.  
[189] Ultimately, even if I were to agree that Mr. Khan ought to have been more alert  
to issues in GP’s deal files and more responsive to the consumers who  
complained to him, such conduct does not, in my opinion, afford reasonable  
grounds for belief that he would not act with integrity and honesty and in  
accordance with the law as a salesperson if registered under the Act. At its  
height, the evidence shows that Mr. Khan was not a perfect GM.  
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[190] Furthermore, I find that anything that might be said against Mr. Khan would be  
equally true against the dealership who put him in a supervisory role without  
training, during a crisis, and while short staffed. AAG was Mr. Khan’s employer.  
AAG decided to put Mr. Khan in charge of a 97-person, high volume, high profit  
dealership with no training and no experience as a GM. AAG had a Chief  
Compliance Officer who did not once attend OH to see whether this brand new  
untrained inexperienced GM was handling everything adequately or had the  
right systems in place to ensure compliance.  
[191] I find that it hardly lies in the mouth of AAG or OMVIC to complain about Mr.  
Khan’s failure to keep an eye on every single aspect of the dealership when  
those in charge of the dealership and who benefited from the lion’s share of all  
profit generated by that dealership themselves fully abandoned all such  
supervision.  
[192] I am aware that AAG is not the subject of these proceedings. I refer to AAG’s  
lack of oversight as a comparison point. Mr. Walker has 30 years of experience,  
half of which was as a GM and he was the Chief Compliance Officer at AAG, a  
role that is presumably created for a reason. AAG obviously also had access to  
the records and books at its dealership. Further, it is clear that AAG was  
extremely interested in the profitability of OH. It strikes me that AAG, as the  
owner of the numbered company operating as OH and registered as a dealer  
under the Act, might also have overseen its employees and compliance issues  
at its dealership instead of passing the buck to an untrained, unofficial GM, left  
in charge of one of its most high volume dealerships, without adequate support,  
in the midst of a pandemic.  
[193] In conclusion, even if I were to take the alleged past conduct of Mr. Khan at its  
height, I might conclude that he ought not to take on the job of GM going  
forward – at least not until he has been properly trained for the role. But I cannot  
conclude that his past conduct affords reasonable grounds for belief that he will  
not carry on business in accordance with law and with integrity and honesty.  
Even with respect to whether he should act in the future as a GM, I would leave  
that decision to his next employer. I see no reason to impose any prohibition  
against him taking on that role as a condition to his registration.  
Conclusion  
[194] For the reasons stated above, I do not agree that the past conduct of either  
appellant affords reasonable grounds to believe that they will not carry on  
business in accordance with law and with honesty and integrity.  
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[195] There were obvious and conceded issues relating to GP’s conduct but he is no  
longer an appellant.  
[196] For both appellants in relation to the ELT issue, I have noted that the increase  
in RBC loans that the FSMs had reason to know might terminate early does not  
represent the height of integrity. At the same time, I accept the evidence of Mr.  
Khan and the Registrar’s own witness, Mr. Brandes, that Mr. Khan and the  
other FSMs understood that RBC could claw back if it wanted to but that it  
would not necessarily do so if sufficient business was sent their way. The  
evidence is undisputed that RBC did not in fact claw back during that period. I  
do not find it appropriate that Mr. Khan and Mr. Irani should lose their careers  
as motor vehicle salespeople just because RBC had reason not to enforce its  
own policies and procedures for a time.  
[197] For Mr. Irani, otherwise, I have found that the alleged past conduct is not proven  
on a balance of probabilities. But even accepting that something was untoward  
with respect to the two files raised against him in the NOP, I am not persuaded  
that this means he should not be registered as a salesperson going forward.  
The evidence shows that he completed 100s of deals each year. OMVIC and/or  
Mr. Walker were ultimately able to find two that raised a concern. For each  
there is context that does not lead me to worry about Mr. Irani’s future conduct  
as a salesperson.  
[198] With respect to Mr. Khan, my overall impression of Mr. Khan from all of the  
witnesses except Mr. Walker was that Mr. Khan was highly capable, well-liked,  
and very interested in doing well in his job. I find that at its height, the Registrar  
has shown that Mr. Khan was not great at monitoring compliance as a GM. Had  
he had proper training and appropriate support, he may well have noticed all of  
the issues raised in this NOP and thrived in that aspect of the job as well. The  
evidence does not persuade me – or leave me with even a “mere suspicion” –  
that he will not act in accordance with law and with integrity and honesty as a  
salesperson.  
[199] Both appellants should be registered forthwith without conditions.  
[200] I note that both parties provided caselaw which I have reviewed. I find that  
cases relating to honesty and integrity are not easily transferable and that this  
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particular case turns on its own facts. I therefore find it unnecessary to review  
those cases as part of this decision. They are listed in the footnote below.10  
Costs  
[201] The appellants both requested costs. I said I would provide a timeline for  
submissions on costs as part of my order. The parties must follow the  
requirements of Rule 19 should they wish to seek costs. They are reminded that  
the test for awarding costs at the Tribunal it is not easy to meet.  
ORDER  
[202] Pursuant to s. 9(5) of the Act, the Tribunal substitutes its opinion for that of the  
Registrar and orders that Mr. Irani and Mr. Khan each be registered forthwith as  
a salesperson under the Act without conditions.  
[203] If any of the parties wish to bring an application for costs, they shall comply with  
the following timelines and terms:  
Any application for costs by any party shall be served on the other parties  
and sent to the Tribunal on or before July 22, 2022.  
Responding submissions, if any, shall be served on the other parties and  
filed with the Tribunal on or before July 29, 2022.  
Submissions must follow Rule 19 of the Tribunal’s Rules and clearly and  
succinctly state the basis for costs.  
10 For the appellant Khan: Zabian [2011] O.L.A.T.D. No. 68, paras 28-32, 35-36; Ontario (Alcohol and  
Gaming Commission of Ontario) v. 751809 Ontario Inc.; (Famous Flesh Gordon's), 2013 ONCA 157,  
paras 18, 19, 24, 26-29, 31-33, 37; 11524 v. Registrar, Motor Vehicle Dealers Act, 2002, 2019  
83885 (ON LAT), paras 52, 54, 77; Registrar,(Alcohol and Gaming Commission of Ontario) v. Thomas  
Kyron, 2019 ONSC 5039 (), para 27; 11248 v. Registrar of Alcohol, Gaming and Racing, 2018  
ONLAT HRLA 11248 (), paras 34-36, 73, 75, 77, 79, 84; Arulappu v. Registrar, Real Estate and  
Business Brokers Act, 2011 ONSC 797 (), paras 8-9; Amit Khosla v. Registrar, Motor Vehicle  
Dealers Act, 2002 ONLAT 12337/MVDA; Justin Bradley Moore o/a Bluewave Auto Sales v. Registrar,  
Motor Vehicle Dealers Act, 2019 101597 (ON LAT) For the Registrar: Ontario (Alcohol and  
Gaming Commission of Ontario) v. 751809 Ontario Inc. (Famous Flesh Gordon's), 2013 ONCA 157 at  
para 18-19, 27-29; 1855456 Ontario Inc o/a 1st Class Auto Sales and Rasheed Halbouni v. Registrar,  
Motor Vehicle Dealers Act, 2002, 2020 34394 (ON LAT) at para 75, 90 & 91; 1855456 Ontario Inc.  
v. Registrar, Motor Vehicle Dealers Act, 2002, 2021 ONSC 2905 () at para 14; Bukshtein v.  
Registrar, Motor Vehicles Dealers Act, 2021 90668 (ON LAT) at para 75-76; (Re Deimer), [2015]  
O.L.A.T.D. No. 59 at para 67-68; (Re Hosseini-Rad), [2004] O.J. No. 1273 131; Zabian v. Registrar, Motor  
Vehicle Dealers Act, 2002, 2021 114053 (ON LAT) at para 38  
Page 38 of 39  
Reasons for Decision and Order  
13303&13307/MVDA  
Submissions should be brief and no more than 5-pages maximum excluding  
case law, if any.  
LICENCE APPEAL TRIBUNAL  
________________________  
Jennifer Friedland, Member  
Released: July 14, 2022  
Page 39 of 39  


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