Fraser Valley Packers Inc. v Raiwal Holdings Ltd.,  
022 BCSC 1678 ()  
2
Legislation  
Decisions  
Mahabir v. Dvorak, [1999] BCJ No 802 (QL), 25 RPR (3d) 47 (not available on )  
No summaries or commentary from the legal community available. Add your own  
IN THE SUPREME COURT OF BRITISH COLUMBIA  
Citation: Fraser Valley Packers Inc. v. Raiwal Holdings Ltd.,  
2
022 BCSC 1678  
Date: 20220926  
Docket: H190670  
Registry: Vancouver  
Between:  
Fraser Valley Packers Inc.  
Plaintiff  
And  
Raiwal Holdings Ltd.  
Defendant  
Before: The Honourable Mr. Justice Ball  
Reasons for Judgment  
Counsel for the Plaintiff:  
Counsel for the Defendant:  
D. Moonje  
P.J. Reardon  
K.D. Loo  
Place and Dates of Trial:  
Vancouver, B.C.  
June 7-9 and 11, 2021  
Place and Date of Judgment: Vancouver, B.C.  
September 26, 2022  
Table of Contents  
Introduction  
History  
Evidence of Sukhminder Singh Gill also known as “Joe” Gill  
Evidence of Gurdip Singh Buttar  
Read in of Examination for Discovery of Balbir Singh Raiwal  
Requests and Responses  
The Affidavit of Balbir Singh Raiwal sworn or affirmed October 11, 2019  
Submissions of the Plaintiff  
Submissions of the Defendant  
Analysis  
Issue 1: Are FVP’s Payments Documented on the Spreadsheet Debts owed by RHL to FVP?  
Issue 2: Are the debts limitation-barred?  
Conclusion  
Introduction  
[
1]  
The plaintiff seeks a declaration that a mortgage registered in the New Westminster  
Land Title Office on August 6, 2019 under number CA76688 (the “Mortgage”) is a second  
mortgage on lands and premises, in the City of Surrey, more particularly known and described  
as:  
P.I.D. No. 013-255-746  
Part North West Quarter Section 32 Township 7 Lying to the South of  
Nicomekl River, Except: Part on Plan 17425 New Westminster District  
(
hereinafter called the “Mortgaged Property” or the “176th Street Property”).  
[
2] The plaintiff further seeks a declaration that the defendant has made default under the  
Mortgage and that all money secured under the Mortgage is charged upon the Mortgaged  
Property in priority to the interests of the Defendant and is due and owning to the Plaintiff.  
[
3]  
The plaintiff also seeks a declaration of the amount of money required to redeem the  
Mortgaged Property (the “Redemption Amount”), as well as a declaration that the last date for  
redemption of the Mortgaged Property shall be six months from the date hereof, namely  
September 26, 2022.  
[
4]  
The plaintiff also seeks a variety of orders related to foreclosure of the Mortgage  
including a declaration of the amount owing, judgement against the defendant for that  
amount including post-judgement interest pursuant to the Court Order Interest Act, R.S.B.C.  
1
996, c. 79, a summary accounting, and costs.  
[
5] The defendant’s position is that while the defendant executed the Mortgage in the  
amount of $2,700,000, and had previously executed other forms of security, in particular,  
other mortgages in the amounts of $400,000 and two mortgages in the amount of $800,000,  
that this does not mean that the defendant is liable for the sum of $2,700,000. The defendant  
argues, that despite the face amount of the Mortgage “the law is clear that to the extent there  
is any amount owing, the amount of actual advances from the mortgagee to the mortgagor  
determine the value of the mortgage”. The defendant also conceded that, subject to an  
argument based on limitations, that the plaintiff did advance $212,000 to the defendant,  
referred to as item #3 on the Spreadsheet that will be discussed below.  
History  
[
6]  
The following paragraphs are drawn directly from an Agreed Statement of Facts filed  
as Ex. 2 by the parties:  
THE PARTIES AND OTHERS  
[
1] The Plaintiff, Fraser Valley Packers Inc. (“FVP”), specializes in processing, freezing,  
marketing and distribution of cultivated blueberries. The officers and directors of FVP are  
Sukhminder Singh Gill also known as Joe Gill (“Joe Gill”), Malkit Singh Dhesi and Girdip  
Singh Buttar.  
[
2] The Defendant, Raiwal Holdings Ltd. (“RHL”), was incorporated on January 6, 2014. It’s  
sole officer and director is Mr. Balbir Singh Raiwal.  
[
3] The defendant, RHL, is the registered owner of lands and premises, in the City of Surrey,  
more particularly known and described as:  
Parcel Identifier No.: 013 – 255 – 746  
Part North West Quarter Section 32 Township 7 Lying to the South of the Nikomekl River  
Except: Part On Plan 17425 NWD  
(
[
hereinafter called “the Mortgaged Property” or the “176th Street Property”).  
4] A list of the names of persons and entities that the court will see in documents or hear  
evidence about are set out in Appendix “A”.  
THE PROCEEDING  
[
5] On or about March 27, 2017, on behalf of the Defendant, the Plaintiff was provided with  
the original copy of a mortgage (“the Mortgage”), between the Defendant as Mortgagor, and  
the Plaintiff as Mortgagee. A copy of the Mortgage is attached as Appendix “B”.  
[
[
6] The parties disagree as to the purpose and enforceability of the Mortgage.  
7] On its face, the Mortgage purports to have the Defendant grant the Plaintiff a mortgage  
against the Mortgaged Property to secure a sum of $2.7 million plus interest at the rate of  
.5% per annum. The stated due date was March 31, 2019.  
7
[
8] On August 6, 2019, the Mortgage was registered by the Plaintiff in the New Westminster  
Land Title Officer, under charge No. CA7668814.  
[
[
9] The Mortgage was registered by the Plaintiff without the consent of the defendant.  
10] On August 7, 2019, the Plaintiff made a demand of the Defendant for what the Plaintiff  
alleged was owed under the Mortgage. The amount claimed in the demand was $3,195,200.23  
as of July 26, 2019, with a per diem interest thereafter of $554.79.  
[
[
11] The Defendant did not make any payment in response to the demand.  
12] On September 20, 2019, the Defendant made a demand of the Plaintiff to discharge the  
Mortgage from the Mortgaged Property.  
[
[
13] The Plaintiff did not discharge the Mortgage.  
14] On September 20, 2019, the Plaintiff as Petitioner (with the Defendant named as  
Respondent) commenced this proceeding by way of petition, seeking foreclosure relief in the  
standard form. A Certificate of Pending Litigation was registered against the Mortgaged  
Property on September 23, 2019.  
[
15] Affidavits were sworn or affirmed in the foreclosure proceeding as follows:  
i.  
ii.  
Affidavit #1 of Anita Lau sworn September 17, 2019;  
Affidavit #1 of Dalijit Dhesi sworn September 18, 2019;  
Affidavit #1 of Balbir Singh Raiwal sworn October 11, 2019; and  
Affidavit #1 of Sukminder Singh Gill sworn November 11, 2019.  
iii.  
iv.  
[
16] On December 16, 2019, the parties filed a consent order, converting the Petition  
proceeding into an Action, with the matter referred to the trial list.  
THE ANTECEDENT DEBT ISSUE  
[
17] The Plaintiff alleges the Mortgage was given by the Defendant to secure past  
payments/loans, etc. to or on behalf of Mr. Raiwal and/or his companies (the “Raiwal  
Group”).  
[
18] Amongst other things, the Defendant denies any antecedent debt is secured by the  
Mortgage.  
[
19] Attached as Appendix “C” is a spreadsheet setting out all transactions the Plaintiff says  
are secured by the Mortgage.  
[
20] The Defendant denies that it is indebted to the Plaintiff for any of the amounts set out in  
Appendix “C”.  
th  
THE 176 STREET PROPERTY  
[
21] Mr. Gill and Mr. Raiwal have known each other since high school. Prior to leaving private  
practice, Mr. Gill (CPA) provided accounting services to Mr. Raiwal and his companies.  
th  
[
22] The 176 Street Property was owned for a period of time by Can Pacific Farms Inc.,  
whose principal was Daljit (“Dale”) Singh Kooner.  
th  
[
23] The 176 Street Property consists of 100(+) acres of farmland, where blueberries are  
grown. On the farm, there is a family residence, housing for staff, and a production and  
freezing facility. So, blueberries can be grown, processed, packaged, stored frozen or fresh,  
and distributed.  
[
24] The Rai family acquired the 176th Street property on July 12, 2012 from Can-Pacific  
Farms Inc., through a court ordered sale process. Can-Pacific Farms and Packers Limited  
“Can-Pacific”) leased the property from the Rais. It also had an option to purchase the  
Property from the Rais.  
(
[
25] FVP had business dealings with the two (2) Can-Pacific companies. Its principal contact  
person was Dale Kooner.  
[
26] In or about 2013, the facilities at the 176 Street property were in need of repair and  
completion of a new freezer facility. Mr. Raiwal had done work of this nature for FVP. Mr. Gill  
introduced Mr. Raiwal to Dale Kooner. Mr. Raiwal’s construction company, Raiwal  
Developments Ltd. (“RDL”) was engaged to do the work on the 176th Street property, starting  
in 2013.  
[
27] At times in 2013, RDL’s invoices to Can-Pacific were not being paid.  
th  
[
28] On March 27, 2014, the 176 St. property was purchased by the Defendant, RHL,  
pursuant to an Asset Purchase Agreement dated as of January 16, 2014 among Can-Pacific  
Farms and Packers Ltd., Justin Singh Kooner, Daljit Singh Kooner and Raiwal Holdings Ltd.  
for a stated purchase price of $11.1 million.  
[
29] On March 7, 2014, JND Management Services (“JND”) provided a $1.9 million BMO  
bank draft payable to Baker Newby in Trust. [JND was wholly owned by Buttar]  
[
$
30] On March 27, 2014, the Plaintiff issued a bank draft payable to Baker Newby in Trust for  
212,000.  
[
31] The funds referred to in the preceding two paragraphs were used by the defendant to  
purchase the 176th Street Property.  
[
32] On March 6, 2015, a mortgage granted by RHL, 639110 B.C. Ltd., and Sukhbinder Kaur  
Raiwal for $2,750,000 at 11.5% in favour of Balbir Kaur Ghag, Ravinder Kaur Ghag, Inder  
Mohini Dhaliwal, 0900639 B.C. Ltd., and 0748009 B.C.Ltd. (the “Private Lenders’ Mortgage”)  
was registered against the following properties under CA4269845 and CA4269846:  
i.  
ii.  
The Mortgaged Property  
Parcel Identifier No.: 006-780-601  
Lot 183, EXCEPT PORTIONS DEDICATED ROAD ON PLANS LMP45194AND BCP 14720  
SECTION 17 TOWNSHIP 16 NWD PLAN 33074  
The registered owner of this property is 639110 B.C. LTD.  
iii.  
Parcel Identifier No.: 010-232-745  
LOT 3 EXCEPT: WEST 375 FEET MEASURED AT RIGHT ANGLES TO THE WEST  
BOUNDARY AND EXTENDING FROM THE NORTH TO THE SOUTH BOUNDARY OF SAID  
LOT, 23 TOWNSHIP 14 NWD PLAN 5230  
The registered owner of this property is Sukhbinder Kaur Raiwal.  
[
33] On March 6, 2015, the Plaintiff was provided with copies of the three (3) mortgages  
prepared by Baker Newby as follows:  
(
a) i. Mortgagor: Sukhbinder Kaur Raiwal  
ii. Mortgagee: Fraser Valley Packers Inc.  
iii. Balance Due Date: November 30, 2015  
iv. Principal Amount: $400,000  
v. PID: 010-232-745  
(
b) i. Mortgagor: 639110 B.C. Ltd.  
ii. Mortgagee: Fraser Valley Packers Inc.  
iii. Balance Due to Date: November 30, 2015  
iv. Principal Amount: $800,000  
v. PID: 006-780-601  
(
c) i. Mortgagor: Raiwal Holdings Limited  
ii. Mortgagee: Fraser Valley Packers Inc.  
iii. Balance Due Date: November 30, 2015  
iv. Principal Amount: $800,000v.  
v. PID: 013-255-746  
[
34] The original signed copies of these mortgages were kept at Baker Newby. They were not  
registered in the Land Title Office.  
[
35] On March 9, 2015, from the funds received via the Private Lenders’ Mortgage, the  
defendant caused a $1.7 million to be paid to JND in partial payment of the $1.9 million  
referred to in paragraph 30 above.  
[
36] On or about September 18, 2015, at the request of Mr. Gill, Mr. Raiwal signed a  
promissory note prepared by Mr. Gill for $2,316,585.38 in favour of the Plaintiff, due and  
payable on November 30, 2015.  
[
37] On March 27, 2017, the Mortgage was signed on behalf of the defendant by Mr. Raiwal  
in the presence of his legal counsel, who prepared the Mortgage on the instructions of Mr.  
Raiwal, and in the presence of Mr.Gill. The original signed copy of the mortgage was given to  
Mr. Gill.  
[
38] On August 6, 2019 the plaintiff caused the mortgage to be registered against the 176th  
Street Property.  
[
7]  
The foregoing facts have been accepted as correct in the writing of these reasons.  
Evidence of Sukhminder Singh Gill also known as  
Joe” Gill  
[
8]  
Joe Gill testified that he attended a meeting on March 27, 2017 at the Baker Newby  
Law Offices with Balbir Raiwal, and Jordan Forsyth, a lawyer from that law firm, where Mr.  
Forsyth acted as the witness for the signature of Mr. Raiwal on the Mortgage which only  
covered existing advances owed by the Raiwal companies to Fraser Valley Packers Inc.  
(
“FVP”). (See Tab 60 of Ex. B, the Plaintiff’s Trial Documents, and the registered copy of the  
Mortgage is located at Tab 88 of the same exhibit). At the time of the execution of the  
Mortgage, Mr. Gill testified that he had previously provided Mr. Raiwal with Ex. 3, the  
th  
spreadsheet” setting out the monetary advances made by FVP towards the 176 Street  
Property in which FVP planned to obtain an interest. Mr. Gill was clear that FVP wanted to  
receive the return of the outstanding amount of advances and interest thereon which had been  
acknowledged owing by Mr. Raiwal and the existing advances were to be repaid within two  
years, hence the due date in 2019 specified in the mortgage.  
[
9]  
At the meeting of the parties, three copies of the Mortgage were executed, in the  
presence of Messrs. Gill, Raiwal and Forsyth. Before leaving the meeting, one fully executed  
copy was given to Mr. Gill, without any restriction on the use thereof. While Mr. Gill was of the  
understanding that the Mortgage could be registered against the title to the Mortgaged  
Property at any time, he understood that Mr. Raiwal was seeking additional and more  
advantageous financing. Mr. Gill, on behalf of FVP, was prepared to hold off registering the  
Mortgage while Mr. Raiwal attempted to find such additional financing. When the Mortgage  
was not paid on its due date, FVP caused the Mortgage to be filed and these proceedings were  
launched.  
[
10] The Mortgage was created in circumstances where, as noted, some of the parties were  
in the business, of cultivating, harvesting, processing and selling blueberries, both fresh and  
frozen in Surrey, BC. A primary processing facility was operated by the Kooner family. The  
th  
processing facility was located on the 176th Street Property. In 2013 and 2014, the 176 Street  
Property was being operated by the Kooner family, but the processing facilities on the  
property required maintenance, repairs and upgrades which were not occurring due to lack of  
capital caused by the failing business operated by the Kooner family.  
[
11] The plaintiff was attempting to assist with the repair and upgrade of the facility to allow  
for processing of its blueberry crop. Mr. Gill introduced Balbir Raiwal, as an experienced  
construction contractor, to the Kooner family and suggested his company might be hired to  
assist the Kooner family to complete the repairs and upgrades required for the blueberry  
processing facilities. As the Kooner family fell into default with respect to construction costs, it  
was agreed that the other parties would enter into a joint venture to purchase and operate the  
th  
1
76 Street Property. The agreement for this joint venture was made verbally and drafted, but  
ultimately was not finalized nor signed by the parties. Messrs. Gill and Buttar testified that  
they and Mr. Raiwal had agreed, in the event the joint venture acquired the property,  
th  
Mr. Kooner would be permitted to buy back the 176 Street Property in return for the monies  
expended on the property plus interest. FVP agreed to borrow money to improve the property  
at 3% and Mr. Kooner would repay the money with 11% interest. That agreement came to an  
end when it was discovered that the property was being used as a marihuana grow operation.  
[
12] During attempts made to improve the property with RDL providing construction  
services, FVP agreed RDL would be paid for construction services if Mr. Kooner or his  
company did not pay for these services.  
th  
[
13] On January 16, 2014, Raiwal Holdings Limited (“RHL”) purchased the 176 Street  
Property. Both Mr. Gill and Mr. Buttar testified that the money put into the property was not  
intended as a loan to RHL or any other entity, but was contributed only as an equity  
investment to the proposed joint venture.  
[
14] As an example of the documents prepared to reflect the share interests in RHL, a  
document dated January 6, 2014, provided that Balbir Raiwal agreed to transfer 30 class “A”  
Common Shares in the capital of RHL held by him to Gurdip Singh Buttar as trustee for JND  
Management Services Limited. This document is located at Tab 15 of Ex. B. At that time, the  
corporate records of RHL showed that 100 Class “A” Common shares of RHL had been issued;  
all 100 shares issued to Balbir Raiwal. This document, entitled “Transfer of Beneficial Interest  
and Declaration of Trust” was executed by Balbir Raiwal, Raiwal Holdings Limited, Gurdip  
Singh Buttar as trustee, and JND Management Services Limited on or before April 1, 2014.  
This document demonstrates that, at that time, share interests in RHL were being arranged by  
the parties.  
th  
[
15] A further example of investment in the 176 Street Property was an amount of  
$
212,000 issued by FVP to Raiwal Developments Limited on March 27, 2014. (See Ex. B, Tab  
9
).  
[
16] The next provision of security given on behalf of the defendant to the plaintiff were  
three mortgages on unrelated properties in the amount of $2,000,000 (in the respective  
amounts of $800,000, $800,000 and $400,000, (referred to collectively as the “Three  
Mortgages” and referred to in the Agreed Statement of Facts at para. 33) of which only copies  
had been provided to Mr. Gill. The original copies of the three mortgages were held by the law  
firm of Baker Newby, the solicitors for the defendant and Balbir Raiwal, and as a result were  
useless as any form of security for the advances made.  
[
17] By July 18, 2014, the shares of RHL had not been transferred to FVP or related  
investors including Mr. Buttar. This was recorded in an email from Mr. Gill to Balbir Raiwal  
(
[
See Ex. B at Tab 18).  
18] On November 12, 2014, the lawyers for Raiwal Holdings caused a second mortgage in  
the amount of $3,400,000 with interest payable at 10% per annum to be registered in favour  
of JND Management Services Limited to be registered against Lot 183, except portions  
dedicated road on Plans LMP45194 and BCP14720 Section 17 Township 16 NWD Plan 33074,  
which was apparently property held in the name of 639110 BC Limited by its authorized  
signatory Sukhbinder Kaur Raiwal. The interest adjustment date on this second mortgage was  
November 10, 2014 and the balance due date was November 12, 2015.  
[
19] On November 12, 2014, Balbir Raiwal sent an email to Mr. Gill stating that the second  
mortgage referred to in the above paragraph was “the mortgage for FVP and Butter [sic] was  
registered today. See attached.” Despite the language of Mr. Raiwal’s email, the second  
mortgage did not mention FVP.  
[
20] Eventually, JND agreed to accept the sum of $1,700,000 to discharge the second  
mortgage granted by 639110 BC Limited to JND Management Services Ltd. but the funds  
invested by FVP remained outstanding and not represented by the security described by Mr.  
Raiwal in the email on November 12, 2014. The sum of $200,000, the unpaid balance from  
the $1,900,000 advance remained outstanding.  
[
21] Mr. Gill made repeated demands to Mr. Raiwal to have equity in RHL given to FVP and  
JND. Mr. Raiwal did acknowledge that equity in RHL was to be provided to these companies  
but failed to provide it. Then FVP and JND demanded return of monies with some security in  
the meantime. The Three Mortgages were evidence of security of advances, no money was  
forthcoming. Mr. Raiwal then signed a promissory note representing the value of the advances  
then due but it was not paid on its due date. Ultimately, the Mortgage was provided with FVP  
as mortgagor which evidences the advances made to Mr. Raiwal and RHL in the acquisition of  
th  
the 176 Street Property.  
[
22] FVP waited patiently for payment of the Mortgage on its due date and when no  
payment was forthcoming for the Mortgage, the plaintiff commenced this proceeding.  
[
23] In relation to Ex. 3, referred to as “the spreadsheet”, the witness, Joe Gill, testified that  
th  
funds were advanced by the Fraser Valley “Group” to preserve or improve the 176 Street  
Property acquired by the Raiwal Group of Companies. Mr. Gill has provided professional  
accounting services to Mr. Raiwal, his wife, and to Raiwal Developments Ltd.  
[
24] In the spreadsheet, there are a total of 28 entries beginning in October 5, 2013 up to  
and including an advance of $10,000. The Rai family had loaned money to Daljit Singh  
Kooner, and Mr. Kooner lost the properties in the foreclosure process with an option to lease  
the properties.  
[
25] The first five advances involve monies paid by Fraser Valley to Raiwal Developments  
Ltd. which totalled $787,000. There followed an FVP cheque described as repayment on  
behalf of Raiwal to Gurdip Buttar in the amount of $500,000. Next an advance by bank draft  
issued to Bull Housser and Tupper in Trust, cancelled and re-issued to Charn Rai, Hero Rai,  
and Sukminder Rai in the amount of $225,000. The defendant acknowledges this amount is  
due to the plaintiff subject only to the Limitation Act, S.B.C. 2012, c. 13.  
[
26] Thereafter, the next entry on the spreadsheet is a cheque in the amount of $500,000,  
by which Fraser Valley repaid that sum on behalf of Raiwal to Gurdip Buttar. JND refunded  
the sum of $30,000 to Fraser Valley because the $500,000 represented an overpayment to  
JND.  
[
27] Mr. Gill and Mr. Buttar both testified that funds advanced were for the purpose of  
th  
purchasing an interest in the 176 Street Property, Mr. Raiwal then used those advances into  
account and purchased the property for his own account.  
[
28] Mr. Gill described a number of advances made by FVP reflected in the spreadsheet but  
it was clear in his cross-examination that he did not remember every specific advance, which  
after the effluxion of time is not surprising. He had created the spreadsheet over a period of  
years from original documents; then current. His evidence that the advances by FVP reflected  
in the spreadsheet were for the purpose of acquiring an interest in a joint venture to purchase  
th  
the 176 Street Property was consistent throughout and unaffected by cross-examination.  
Evidence of Gurdip Singh Buttar  
[
29] Mr. Gurdip Singh Buttar was an officer and director of J & D Management Services  
Ltd. (“J & D”). J & D provides dispatching service for Bill’s Trucking Ltd., a company owned  
00% by the wife of Mr. Buttar. J & D is not in the business of lending money and has not in  
the period from 2013 until the trial date loaned money to any person or corporation.  
1
[
30] Mr. Buttar personally loaned Mr. Kooner the sum of $500,000. Mr. Buttar had known  
Mr. Kooner for many years as a result of their mutual involvement in the trucking business.  
Mr. Buttar was approached by Mr. Gill, who was acquainted with both Mr. Buttar and Mr.  
Kooner, and requested that Mr. Buttar considered loaning Mr. Kooner or one of his companies  
th  
the sum of $500,000 for the purpose of permitting Mr. Kooner to maintain the 176 Street  
Property. Mr. Buttar agreed and advanced the funds.  
[
31] While Mr. Buttar was prepared to trust Mr. Kooner to repay the loan, the loan was  
secured by mortgages provided by Mr. Kooner through Meadow Creek Cedar Ltd. in the  
amount of $300,000 at Ex. A, Tab 14, RAW000008, pp. 9-12 and through 0788007 BC LTD.  
in the amount of $300,000 Ex. A, Tab 14, RAW000008, pp. 13-15. This loan was recorded in  
Ex. A, at Tab 14, pgs. RAW00008, 06-08 in Roxwell Lawyer’s In Trust record. On p. 07 of the  
same tab, there is a record of $500,000 being paid out of the J & D’s bank to Mr. Buttar’s  
personal account. At Mr. Buttar’s request, Mr. Gill confirmed that both of these companies  
had sufficient equity to pay off the mortgages. A promissory note was also provided as further  
security for this advance. The interest rate on both mortgages was 10% per annum.  
[
32] Mr. Buttar has been a shareholder in FVP since June of 2012. He is not involved in  
day-to-day business of that company and is involved in major transactions including the  
purchase or sale of property or significant business interests, which will be reviewed and  
decisions made at a meeting of the directors of FVP.  
[
33] Mr. Buttar agreed that J & D would advance $1,900,000 for the purpose of acquiring  
th  
an interest in the shares of a company to be incorporated to hold the title to the 176 Street  
Property and the blueberry processing business located thereon. Mr. Buttar was not  
personally acquainted with Mr. Balbir Raiwal at that time. Together with Mr. Gill, Mr. Buttar  
th  
had visited the 176 Street Property; “walked it” to satisfy himself that it was a positive  
potential investment.  
[
34] Mr. Buttar was, at the time of the advance of $1,900,000, not familiar with the Rai  
family nor the financial dealings between the family and Mr. Kooner. Mr. Buttar was not  
familiar with financial transactions between Mr. Kooner’s company, Can-Pacific, and the Rai  
family.  
[
35] In Ex. B, at Tab 4, Mr. Buttar identified a proposal, sent by email from Mr. Kooner to  
th  
Mr. Gill. The proposal was to have the Rai family paid out of the 176 Street Property for a  
total amount of $9,000,000. In a subsequent email, Mr. Gill forwarded the proposal for Balbir  
Raiwal and Mr. Buttar. Mr. Buttar was familiar with and had received this proposal.  
[
36] Following receipt of this proposal, there was a meeting attended by Mr. Raiwal, Mr.  
Buttar and others at which Mr. Raiwal advanced the proposition that he or his company  
th  
wished to acquire a 50% interest in the 176 Street Property. FVR was to acquire the  
remaining 50% interest.  
[
37] At Ex. B, Tab 5, there is a handwritten proposal dated February 21, 2014, which was  
discussed at a meeting with Mr. Raiwal and Mr. Gill where a plan between Mr. Raiwal or his  
companies and Mr. Buttar and Mr. Gill or their nominees to each acquire will require a 50%  
th  
interest in the 176 Street Property. Mr. Buttar testified that he found this proposal  
unacceptable because, subject to mortgage financing, he was contributing the bulk of the  
$
2,400,000 in cash ($500,000 plus $1,900,000) required and Mr. Raiwal would obtain a  
5
0% interest, without a similar cash investment by Mr. Raiwal. There was also discussion of  
th  
providing an opportunity for Mr. Kooner to re-acquire the 176 Street Property in the future  
by paying the difference between the borrowing rate and the rate fixed by the Raiwal/FVP  
group. This proposal was not ultimately approved.  
[
38] A further meeting was held on March 6, 2014 at 10:30 am at the Blue-Collar  
Restaurant where Balbir Raiwal, Joe Gill, Girdip Buttar, Malkit Dhesi and Dhaljit Dhesi  
th  
attended and agreed to a formula where the parties would purchase the 176 Street Property  
th  
as shareholders in the company purchasing the 176 Street Property. The formula would  
place a 40% interest in the control of Mr. Raiwal, a 30% interest in the control of Mr. Buttar,  
while Joe Gill, Malkit and Davinder Dhesi would each control a 10% interest (totalling 30%)  
for a total of 100% (See Ex. B. Tab 6). At Tab 7 of Ex. B, a document was prepared and emailed  
at 10:24 in the morning which sets for the proposal for the meeting which was held shortly  
thereafter.  
[
39] On March 6 at 10:30 am, an additional document was, prepared and sent by Balbir  
Raiwal.  
[
40] At 2:40 pm, after the meeting referred to above, a further email was apparently sent by  
Mr. Gill to Mr. Raiwal with a typed document attached thereto. Mr. Raiwal was asked by Mr.  
Gill to make changes to the attached document which described the interests of the parties  
th  
described in para. 38 above in the purchase of the 176 Street Property.  
[
41] Mr. Buttar arranged to borrow and advance $1,900,000 to the proposed joint venture,  
and he provided specific instructions that the funds were not to be delivered until the shares in  
th  
designated owner of the 176 Street Property were delivered to Mr. Buttar’s son or to Mr. Gill  
on behalf Mr. Buttar. Mr. Buttar was clear in his evidence that he was not loaning money to  
anyone but was advancing money to buy 30% of the shares of the company, Raiwal Holdings  
th  
Ltd., the ultimate purchaser of 176 Street Property. Contrary to those instructions, while Mr.  
Buttar was on a holiday, the funds referred to above were advanced and used by Raiwal  
th  
Holdings Ltd. to purchase the 176 Street Property. The bank draft delivered to the plaintiff’s  
lawyers in trust is shown at Ex. B, Tab 91.  
[
42] Mr. Buttar expressed some surprise that, by several weeks after the purchase of the  
th  
1
76 Street Property by RHL, he had not received any documents, such as statements of  
adjustments or notice of share issuance with respect to that purchase. Mr. Gill had repeatedly  
assured Mr. Buttar that shares would be issued shortly based on advice Mr. Gill received from  
Mr. Raiwal.  
[
43] At Ex. B, Tab 16, there is a Transfer of Beneficial Interest and Declaration of Trust  
concerning the transfer of thirty shares of RHL to JND. The shares were never transferred to  
JND (See Ex. B, Tab 25).  
[
44] Ex B, Tab 18 contains further evidence of the urging by Mr. Gill to have the majority  
shareholding conveyed to FVP and Mr. Buttar, which to July 18, 2014 had not occurred. At  
that point, Mr. Raiwal did not dispute the advance of funds but told Mr. Gill that Mr. Raiwal  
was aware that Mr. Gill “did all of this to become the owner of one more processing plant”.  
th  
The processing plant referred to was clearly the 176 Street Property.  
[
$
45] Mr. Buttar continued to press for delivery of shares of RDL in return for advance of  
2,400,000 as evidenced by his email to Mr. Gill on October 22, 2014. (See Ex. B, Tab 19)  
[
46] In the email sent by Mr. Raiwal on November 12, 2014 to Mr. Gill, Mr. Raiwal  
provided a mortgage in the amount of $3,400,000 in favour of JND with 639110 B.C. LTD. as  
the mortgagor. The text of the email read “The mortgage for FVP and Butter loan was  
registered yesterday. See attached.” The mortgagee identified was JND and there was no  
reference in the mortgage to FVP. This mortgage was not a security negotiated between JND  
or Mr. Buttar and 639110 B.C. Ltd. Mr. Buttar and Mrs. Raiwal had never met.  
[
47] A further document sent by Mr. Raiwal to Mr. Buttar on July 24, 2014 (Ex. B, Tab 26)  
which was a draft loan agreement prepared for Mr. Raiwal by Mr. Forsyth. At para. 1.1 of the  
noted exhibit the following text appears: “The parties acknowledge and agree that the Lender  
agreed to lend and the Borrower agreed to borrow the sum of $2,400,000 (the “Loan”), which  
Loan was advanced by the Lender (Mr. Buttar) to the Borrower (RDL) on or before March 28,  
2
014”. The Loan required repayment of the Loan together with simple interest on the  
outstanding balance at the rate of 10% per annum and the loan was due and payable on March  
8, 2015. The draft Loan Agreement included a provision for security for the repayment of the  
2
loan, together with accrued interest, the Borrower and the Guarantor (identified as Balbir  
Raiwal) agreed the Guarantor would deposit 100% of the issued and outstanding shares in the  
capital of RHL with transfer forms would be deposited in escrow pending payment of the  
Loan. The draft Loan Agreement was not signed by Mr. Raiwal.  
[
48] At Ex. B. Tab 25, an email authored by Balbir Raiwal dated July 17, 2014 is sent to one  
of his solicitors, Todd Harvey, with a copy to Mr. Buttar. Mr. Raiwal asks Mr. Harvey how the  
preparation of the “security document” is coming along; with a further request that Mr.  
Harvey “prepare what ever gives Mr. Buttar security until he is paid out or until we can come  
to some other mutual agreement. I have cc’d this to Mr. Buttar. Document is attached”. The  
attached document was a copy of the Transfer of Beneficial Interest and Declaration of Trust  
referred to above.  
[
49] As noted at Tab 38 of Ex. B, on March 9, 2014, the sum of $1,700,000 million was  
deposited to the account of JND through the Bank of Montreal, at Mt. Lehmann branch. Mr.  
Buttar was not aware of the source of these funds or that they came to the use of Balbir Raiwal  
th  
from a first mortgage filed against the 176 Street Property. Based on a further promise that  
Mr. Buttar would receive the balance of $200,000 shortly from $3,400,000 mortgage at Tab  
2
1, Joe Gill asked for release of the mortgage on behalf of Balbir Raiwal, and Mr. Gill promised  
that he would work on the balance, which was not being abandoned by either FVP or Mr.  
Buttar.  
[
50] Based on continuing requests from Mr. Gill for payment from Mr. Raiwal, he provided  
a Promissory Note, payable to FVP, dated June 1, 2015, in the amount of $2,316,585.32 signed  
by Balbir Raiwal, payable in full with 10% interest on November 30, 2015. Mr. Buttar found  
this note unacceptable as security because enforcement would simply involve a law suit  
against Mr. Raiwal if the note was not paid when due.  
[
51] A statement by Mr. Raiwal to the effect that the difference between the $1,900,000  
advanced by Mr. Buttar to RHL and the sum repaid by Mr. Raiwal to Mr. Buttar in the amount  
of $1,700,000 or $200,000 was repaid with blueberries was put to Mr. Buttar. Mr. Buttar  
testified that no such sum was paid by Mr. Raiwal or RHL or Raiwal Agrotech using the value  
of blueberries. This evidence was not challenged.  
[
52] The defendant elected not to cross-examine Mr. Buttar.  
Read in of Examination for Discovery of Balbir Singh  
Raiwal  
[
53] In the following paragraphs, references to page numbers and line numbers are  
references to the contents of the examination for discovery of Balbir Singh Raiwal held on  
April 15, 2021. During the same discovery, requests for information were put to Mr. Raiwal for  
response. Certain of the requests and the responses of Mr. Raiwal thereto provided during the  
examination were also read into the record and are listed after the read-in questions and  
answers.  
[
54] The questions and answers read in have been included in the recitation of fact  
contained in these reasons where necessary. There would be no useful purpose to provide a  
verbatim recitation of every question and answer at the examination for discovery.  
[
55] One matter worthy of note is the confirmation by Mr. Raiwal, at questions 41 to 42 on  
p. 8 of the transcript, that the $2,700,000 mortgage was only to be registered if a fresh  
advance of funds was made by FVP. A further matter worthy of note is the admission by Mr.  
th  
Raiwal that Mr. Buttar’s monies were used to assist RDL to purchase the 176 Street Property  
(
see Transcript p. 9, questions 42 to 49 and p. 10, questions 50 to 52). It was also admitted by  
Mr. Raiwal that the same Mortgage was prepared on instructions personally given by Mr.  
Raiwal to his solicitors, Baker Newby (see transcript p. 22, questions 114 to 116). At transcript  
p. 34, lines 2 to 8 and questions 180 to 183, Mr. Raiwal describes discussions about a joint  
th  
purchase of the 176 Street Property among FVP, Gurdeep Buttar and himself, and he agreed  
that the proposed agreement was for each of the three to hold legal title to a percentage  
th  
interest in the 176 Street Property, but Mr. Raiwal could not recall the proposed percentage  
interests of in the land of each of the three parties (see p. 36, questions 190 to 194, p. 37,  
questions 195 to 200, p. 38, questions 201 to 204 and p. 39 to question 205). Mr. Raiwal also  
th  
agreed it was his decision not to be involved in the group purchase of the 176 Street Property  
and he made that decision shortly before the sale was to complete in March 2014 (see p. 56,  
questions 289 to 291, and p. 57, questions 292 to 294).  
[
56] At p. 45, questions 234 to 238, Mr. Raiwal agreed that Mr. Buttar wanted a mortgage  
as alternate security for the funds he had advanced, as he had received a temporary Transfer  
of Beneficial Interest; the document displayed at Exhibit B, Tab 3. Mr. Raiwal also agreed that  
there was a dialogue between 2014 and 2017 with FVP which was seeking security for  
advances from any or all of the Raiwal group of companies (see p. 65, questions 340 and 341).  
[
57] Beginning at p. 73 of the transcript, question 381 to p. 76, question 398, Mr. Raiwal  
explained that three mortgages granted by Mrs. Raiwal, her company and RHL in the amount  
of $2,000,000 were based on monies to be recovered from Mr. Kooner, but as noted below  
there was not documentary evidence to support this position (see Request 12, below).  
[
58] Beginning at p. 112 of the transcript, the document at Ex. B, Tab 44, an email dated  
August 11, 2025 in which Mr. Raiwal stated “Sooner or later they will get paid in full.” Mr.  
th  
Raiwal said he bought the 176 Street Property as a business decision (see p. 113, lines 1 to 2).  
[
59] At p. 114, lines 8 to 22, of the transcript, Mr. Raiwal’s principal motivation to purchase  
th  
the 176 Street Property to recover the monies which he believed were owed by Mr. Kooner,  
and he knew of no other way to recover that money.  
[
60] At p. 116, line 11 to p. 117, line 23, Mr. Raiwal was questioned about amounts owing to  
FVP which to some extent were acknowledged. The email just read “you put that in Court and  
we will cut them a cheque for that”.  
[
61] It was of some interest as noted in the transcript at p. 119, question 606 to p.122,  
question 627, Mr. Raiwal answered that a portion of the advance by Mr. Buttar was repaid by  
Raiwal Agrotech with $250,000 worth of frozen blueberries. Mr. Raiwal was asked to review  
the documents of Raiwal Agrotech to locate documents of Raiwal Agrotech which would  
support the payment of $250,000 worth of blueberries to Mr. Buttar. This request became  
Request 25 and the response was that no documents to support the payment of Mr. Buttar  
with $250,000 worth of frozen blueberries had been located by Mr. Raiwal.  
[
62] At p. 128, lines 7 to 25, there is an email from Mr. Raiwal to Mr. Gill stating that  
$
$
1,700,000 was already paid, and asking why Mr. Gill was signing a promissory note for  
2,300,000. On March 9, 2015, Mr. Gill was to provide reconciliation of the $2,300,000 but  
Mr. Raiwal was unable to reconcile the amount owing debt. Mr. Gill has, in several documents  
noted above, provided detailed calculations including Ex. E where the advances by FVP have  
been calculated in great detail. It is also noted that the promissory note signed by Mr. Raiwal  
is in the same amount as the sum shown due in Ex. 3.  
[
63] At transcript p. 157 at question 792 to p. 158, question 796, Mr. Raiwal explained that  
he instructed his lawyer to prepare the mortgage in the amount of $2,700,000 in favour of  
FVP based on his belief in future financing without a loan commitment or any promise orally  
or in writing by FVP or anyone on its behalf.  
[
64] Finally, with respect to the examination for discover transcript at p. 171, it was  
th  
suggested to Mr. Raiwal that at closing of the purchase of the 176 Street Property, the  
advance of $212,000 from FVP was necessary to complete the transaction. Mr. Raiwal stated  
[i]t is possible”.  
Requests and Responses  
[
65] The following requests for information that were put to and answered by Mr. Raiwal  
were read into the record at trial. I have only included those necessary to be included in these  
reasons:  
a) Request No. 2 – Produce any emails sent to or from Fraser Valley Packers about a possible  
advance of $2,700,000? Response: None have been located.  
b) Request No. 4 – Check correspondence to see whether or not Mr. Raiwal corresponded  
with Mr. Buttar about the $1.9 million loan and what the provision of security for that would  
be? Response: None have been located.  
c) Request No. 7 – Any emails leading up to or relevant to the February 21, 2014 handwritten  
document? Response: None have been located.  
d) Undertaking No. 9 - Check your records for any loan agreements with Mr. Buttar?  
Response: None have been located.  
e) Request No. 11 – Check email correspondence with Mr. Gill as to whether or not Mr.  
Raiwal has any emails about a reconciliation or possible provision of security should the  
reconciliation result in a sum owing to Fraser Valley Packers? Response: None have been  
located.  
f) Request No. 12 – Check email correspondence with Mr. Gill as to whether or not Mr.  
Raiwal has any emails about a reconciliation and possible provision of security should the  
reconciliation result in a sum owing to Fraser Valley Packers? Response: None have been  
located.  
g) Request No. 25 – Please review Raiwal AgroTech documents and then supplied documents  
that prove $250,000 was paid via blueberries? Response: None have been located.  
h) Request No. 31 - Check your emails to see whether or not you have any emails regarding  
the possibility of Fraser Valley Packers lending $2.7 million to Raiwal Holdings? Response:  
None have been located.  
The Affidavit of Balbir Singh Raiwal sworn or  
affirmed October 11, 2019  
[
66] The affidavit of Balbir Singh Raiwal sworn or affirmed on October 11, 2019 (the  
Raiwal Affidavit”) was placed in evidence in this proceeding as Ex. 7.  
[
67] From the date on the Court stamp on the affidavit, it was apparently filed in this  
proceeding when foreclosure proceeding was ongoing and prior to conversion of the  
proceeding into the present action. The substance of the Raiwal Affidavit is an assertion that  
the Mortgage referred to therein was an element of a negotiation for a future advance of funds  
by the plaintiff to Raiwal Holdings Ltd.  
[
68] Mr. Gill, in his testimony in chief, denied that any such negotiation took place between  
he and Mr. Raiwal. Mr. Gill further testified that (a) the plaintiff did not have money to lend  
Mr. Raiwal or his companies; and (b) specifically denied the truth of para. 12 of the Raiwal  
Affidavit. Mr. Gill repeatedly stated that FVR did not conduct the business of loaning money  
as a part of its business.  
[
69] Mr. Gill further testified that the contents of para. 13 of the Raiwal Affidavit were false  
and that no discussion of the sort referred to in that paragraph took place between Mr. Gill  
and Mr. Raiwal. Further, Mr. Gill denied that he agreed that the FVP mortgage would only be  
registered by RHL’s legal counsel. This position by Mr. Raiwal is wholly at odds with the three  
prior attempts by him or his companies to provide forms of security including loans, other  
documents, the three mortgages on properties owned by persons associated with Mr. Raiwal  
and a promissory note executed by Balbir Raiwal (See Ex. 3, Tab 47)  
[
70] With respect to para. 16, Mr. Gill stated that there was no proposal discussed nor made  
for a loan by FVP to the defendant or any related or associated entity. Mr. Gill also testified  
that FVP was not in the business of making loans and had not capital available to make loans  
as part of its business.  
[
71] Returning to the Raiwal Affidavit, at paras.12 to 18 inclusive, Mr. Raiwal makes  
reference to an alleged offer of future financing by FVP, denied by Mr. Gill. Mr. Raiwal makes  
no reference to several documents which refer to or imply of necessity indebtedness of Mr.  
Raiwal or his corporate entities to FVP. These documents include:  
a) At Tab 16 “Transfer of Beneficial Interest and Declaration of Trust” executed by Raiwal  
Holdings Ltd. and Balbir Raiwal in favour of JND Management Services Ltd. and dated  
January 14, 2014;  
b) At Tab 27, a Bank Draft issued by FVP to Raiwal Development Ltd. in the amount of  
$
212,000 dated March 27, 2014 which sum is confirmed as a loan by Balbir Raiwal at Tab 35;  
c) At Tab 32, a mortgage wherein the borrower is named 639119 B.C. Ltd and the lender  
named as Fraser Valley Packers Inc. in the amount of $800,000 with interest at 10% per  
annum with a due date of November 30, 2015, charging Lot 183 except portions dedicated  
road on plans LMP45194 and BCP14720 Section 17 Township 16 New Westminster District  
Plan 33074, executed by Sukhbinder Kaur Raiwal as authorized signatory of 639110 B.C. Ltd.;  
d) At Tab 33 a mortgage wherein the borrower is named Raiwal Holdings Ltd. and the lender  
named Fraser Valley Packers Inc. in the amount of $800,000 with interest at 10% per annum  
with a due date of March 6, 2015, charging Part North West Quarter Section 32 Township  
seven Lying To The South of the Nicomekl River, Except; Part on Plan 17425 New  
Westminster District, executed by Balbir Raiwal as the authorized signatory of Raiwal  
Holdings Ltd.; and  
e) At Tab 34, a mortgage where in the borrower is named Sukhbinder Kaur Raiwal and the  
lender is named Fraser Valley Packers Inc. in the amount of $400,000 with interest thereon at  
1
0% per annum with a due date of November 30, 2015, charging Lot 3 except: West 375 feet  
measured at right angles to the West boundary and extending from the north to the south  
boundary of the said Lot, section 23 TP 13 New Westminster District Plan 5230 executed by  
Sukhbinder Kaur Raiwal.  
[
72] As Mr. Raiwal required that the Three Mortgages be held in a vault at the law firm and  
not registered in the land title office, Mr. Gill continued to request some form of security with  
a firm payment date. Mr. Raiwal then provided a personal promissory note with an effective  
date of June 1, 2015 in the principal amount of $2,316,585.32 with interest at 10% per annum  
said to be due and payable on November 30, 2015. As discussions continued between the  
parties on March 23, 2017, Mr. Raiwal confirmed:  
I will use the figure of $2,700,000 – for now and are as per our agreement today with Daljit  
and Malkit Dhesi, you will adjust interest downward at a later date I will send this figure to  
Todd right now and will get documents signed tomorrow and delivered to the original to your  
office the mortgage dated among from the mortgage was dated August 27, 2017 signed by her  
executed by Mr. Raiwal the prior day”.  
[
73] At Tab 37 Todd Harry, legal counsel informed Mr. Gill that his firm acted as legal  
counsel for Balbir Raiwal and his related companies and confirmed on behalf of Mr. Raiwal  
that: (1) Balbir has advised there is adequate equity in the three properties to cover the  
mortgages in favour of FVP; (2) the mortgages are in valid Land Title Office form and are  
properly signed, although the mortgages are not registered; and (3) our office has the original  
mortgage documents and will continue to hold these originals. At p. 4 of the documents  
contained under Tab 37, an email from Mr. Gill to Mr. Harvey sets forth the following:  
$
As discussed with Balbir, please prepare the following: 1.) Mortgage security totaling  
2,000,000. $400,000 house, $800,000 Clearbrook Road 800,000 176 Street I assume there  
is adequate security in each of these properties? 2.) Interest-rate 10%; 3) Maturity date  
November 30, 2015; 4.) Mortgage can be paid any time i.e. open.”  
[
74] The defendant did not call any evidence and argued on the evidence before the Court at  
that stage.  
Submissions of the Plaintiff  
[
75] The plaintiff seeks an order for foreclosure in the standard form. The basic submission  
th  
of the plaintiff was that funds were advanced by the plaintiff to preserve and develop the 176  
Street Property and its blueberry processing facilities initially with the intention that the  
Plaintiff would acquire an equity interest in that property equal to 60% of the equity shares.  
There is clear evidence before the Court of advances made for or on behalf of FVP intended to  
th  
preserve or improve the operations of the 176 Street Property as a viable enterprise including  
payments to Raiwal Holding for construction costs, payment to $76,000 for BC Hydro  
electrical account deposit (of which $1,000.00 was a refund on an advance made by Raiwal  
Agrotech Foods Ltd.), the provision of toilet services, the construction of concrete panels with  
insulation and overhead doors to improve access for moving frozen blueberry products and  
related matters including interest thereon were set forth in the spread sheet, marked Ex. 3.  
th  
The preservation of the 176 Street Property as an ongoing concern and improvements made  
thereon all inured to the benefit of the defendant.  
[
76] The plaintiff submitted that all of the line item advances in Ex. 3 were put towards the  
th  
1
76 Street Property or into the Raiwal “pot”. In 2013 and 2014, an arrangement had been  
made between FVP, Balbir Raiwal and Mr. Kooner, to support Mr. Kooner, who was then  
leasing the property from the Rais after losing his title in foreclosure proceedings. But at the  
time Mr. Kooner was drowning economically. His bills for construction and improvements to  
th  
the 176 Street property were not being paid and FVP needed access to continued processing  
capacity for blueberries. An agreement was made with RDL, JND, FVP as a joint venture to  
th  
purchase the 176 Street Property with a potential buy back by Mr. Kooner with the payment  
of incurred interest on the purchase price.  
[
77] Mr. Raiwal, unhappy with Mr. Kooner’s activities on the property, abandoned the  
anticipated joint venture, and purchased the property through RDL but in doing so he relied  
upon the value of the advances by FVR set out on Ex. 3, the advance of $1,900,000 from JND,  
and a further advance of $212,000 from FVR. The plaintiff submits that using bank financing,  
and the advances aforesaid of RDL and FVP which amounted to almost $3,000,000, Mr.  
th  
Raiwal was able to pay the purchase price of the 176 Street Property and Mr. Raiwal did not  
th  
contribute any additional cash to the purchase cost for the 176 Street Property, subject to the  
mortgage financing from the Bank of Montreal.  
[
78] On the mathematical calculations prepared by Mr. Raiwal, set out at Tabs 14 and 15 of  
th  
Ex. A, in the closing documents for the purchase of the 176 Street Property, Mr. Raiwal  
claims as set offs against the purchase price $725,000 plus interest at 10% per annum (sums  
advanced by Mr. Buttar and FVP), and $1,900,000 advanced by Mr. Buttar and $350,000  
previously advanced by FVP for a total of over $3,000,000. At Tab 8 of Ex. B, seen another  
way, the last three debit items from the Seller’s Statement of Adjustments were submitted by  
the plaintiff to be as follows: $1,800,000 provided by Mr. Buttar, $649,118.13 as a holdback  
for deficiencies, and $1,500,000 as a holdback for “Raiwal Work group” which included FVP.  
th  
[
(
79] It is noted that after the purchase of the 176 Street Property where advances by FVP  
and Mr. Buttar’s advances which were included on the Ex. 3 spreadsheet at lines 6 and 9),  
were admittedly used in the purchase for the benefit of RHL, RHL advanced a Limitation Act  
defence which was ill-founded, and which is subject to an estoppel.  
th  
[
80] The plaintiff asserts that following the purchase of the 176 Street Property by RHL,  
JND with the assistance of FVP and Mr. Gill continued to insist on the shares agreed to in the  
joint venture planning be issued by RHL to the other investors. When it became clear that  
shares were not going to be provided by RHL, JND insisted that its investment be repaid plus  
interest. Eventually, as noted above, RHL agreed to pay JND $1,700,000 in cash, leaving a  
balance of $200,000 plus interest. FVP (with Mr. Raiwal’s agreement) advanced the balance  
to JND and included with the balance of $200,000 in the Ex. 3 spreadsheet as a sum due to  
FVP.  
[
81]  
FVP continued to press for security in the form of a mortgage, a mortgage finally  
executed on March 27, 2017 in the amount of $2,700,000 plus interest. Any suggestion that  
the Mortgage was for future advances is in direct conflict with the evidence at trial including  
the standard mortgage clauses attached to the Mortgage:  
2
(1) In return for the lender agreeing to lend the principal amount to the borrower, the  
borrower grants and mortgages is the land to the lender as security for repayment of the  
mortgage money and for the performance of all the borrowers’s promises and agreements.  
[
82] The plaintiff also noted that the execution of the Mortgage was a brief two weeks after  
the plaintiff had agreed to hire the defendant or a $7,100,000 construction job.  
[
83] The plaintiff argued that while there was no collateral contract to the Mortgage, no  
such contract is necessary, as in the case at bar, the email exchange of March 23, 2017, at Tabs  
7 and 58 of Ex. B demonstrate offer and acceptance. The plaintiff relies upon the case of  
5
Bank of Nova Scotia v. Hallgarth, 1986 1264 (B.C.C.A.), 1986 Carswell BC 679, as  
authority for the proposition that consideration can consist of a detriment or benefit conferred  
on the third person, at paras. 7-12, and Bank of Nova Scotia v. Simonot, 1992 8249  
(
S.K.C.A.) at para. 7, 1992 CarswellSask 383:  
…. On the other hand, the mortgagee may stipulate for a collateral advantage and therefore  
unless the Interest Act or some other statute prevents him from recovering, he is entitled to  
the whole principal sum stated in the mortgage to have been advanced, notwithstanding that  
at the time of the advance part of such sum was in fact deducted or withheld by way of bonus  
or commission in accordance with the agreement of the parties or that the mortgagee obtained  
some other collateral advantage.”  
And at para. 10:  
The trial judge in the case before us correctly set out that the court should follow the two-step  
process:  
If advances have been actually made, then the inquiry ends and the mortgagee is entitled to  
the benefits of the mortgage. On the other hand, if all of the monies have not been advanced,  
then the court is to proceed to the next step and attempt to ascertain the intention of the  
parties. If the intention was to benefit the mortgagee, then even absent actual advances, then  
effect should be given to that intention.”  
[
84] The plaintiff submitted that having advanced $2,631,704.46 to the defendant, the  
Mortgage was granted for the purpose of giving the plaintiff a degree of security after many  
years of paying expenses for the Raiwal group. That group had been provided a direct benefit  
by the advances and the plaintiff had suffered a corresponding detriment by depriving itself of  
the said some sums that the defendant requested, and the plaintiff advanced to other entities  
owned, directly or indirectly by the defendant. The plaintiff expected to be repaid.  
[
[
85] The plaintiff also relied upon the case of Chan v. 0975713 B.C. Ltd., 2018 BCSC 872  
Chan], noting that in the present case, funds had been advanced to the defendant over time at  
the request of the defendant. Records of the advances were available. The defendant had been  
reminded on a number of occasions to repay the advances. An accounting had been presented  
to the defendant prior to instructions being given by Mr. Raiwal to his solicitor to prepare the  
Mortgage and then together with Mr. Raiwal and Mr. Gill to attend at the execution of the  
Mortgage in Form B.  
[
86] With respect to the Act defence advanced by the defendant, the plaintiff submits that  
based on the complete chronology attached to the plaintiff’s written submissions and the  
authority of George et al v. McMahon et al, 2006 BCSC 1394 [Goeroge], that the Court must  
assess the pattern of dealings and intention of the parties in 2015 to 2017. George is authority  
for the proposition that an acknowledgement must be an acknowledgement of the debt and  
not merely a claim. This flows from the Court of Appeal of British Columbia’s decision in the  
th  
case of Podovinikoff v. Montgomery (1984), 14 D.L.R. (4 ) 716, 1984  52 (B.C.C.A.)  
where at para. 12, the Court said:  
the acknowledgement of a right or title must, in my view, in all of the acknowledgement of  
some liability. The word “acknowledgement” must have the same meaning when used with  
reference to a cause of action. It follows, therefore, that would bind the defendant and  
activates section 5(2)(i) is an acknowledgement in writing of a cause of action which admits  
some liability thereunder.  
[
87] In the subsequent case of Brons v. 622943 B.C. Ltd., 2006 BCSC 193, Justice Boyd  
stated at para. 29 that:  
Thus, while the parties’ intentions are now considered to be relevant, it appears that in  
keeping with the objective test, the Court must still consider what a reasonable person would  
determine the intention and purpose to be from an examination of the document.  
[
88] In Ex. 3, Tab 20, Mr. Buttar is demanding an interest in the Property in 2014. At Ex. 3,  
Tab 21, Mr. Raiwal imposes an agreement to provide security for the first time referring to a  
mortgage executed by 639110 B.C. Ltd., as mortgagor in favour of JND Management Services  
Ltd. (as mortgagee) in the amount of $3,400,000. Mr. Raiwal’s email states the mortgage is  
[t]he mortgage for FVP and Butter [sic] loan was registered today. See Attached.” This  
mortgage does not charge the 176th Street Property and could not be registered on the title to  
th  
1
76 Street Property. The property charged actually belonged to 639110 B.C. Ltd., a company  
of which the wife of Mr. Raiwal was the president. There was no evidence in the trial that FVP  
had business dealings or history with Mrs. Raiwal, and she was not called as a witness.  
[
89] On July, 14 2015, Ex. B, Tab 42, the underlying agreement still included a settlement  
th  
with shares in Raiwal Holdings Ltd., the owner of the 176 Street Property, until the “loan”  
was paid in full. At Ex. B, Tab 44, Balbir Raiwal promised “they will get paid in full” and “I will  
pay FVP but if they have faster and better way of cashing in, then I think they should exercise  
that option”.  
[
90] The plaintiff submitted that by reviewing the documentation of financial advances set  
out in the spa spreadsheet provided by Mr. Gill to Mr. Raiwal and by instructing counsel to  
provide a Mortgage in the amount of the advances set out in the spreadsheet, confirmed the  
payment obligations set out in the Mortgage as security for antecedent debts. The Mortgage, in  
this case, does not secure a running account, no payments were required until the due date of  
March 31, 2019 and no demand for payment was made prior to the Mortgage coming to term.  
Hence, the mortgage was clearly a contingent obligation not a demand obligation. The  
plaintiff’s submissions regarding the legitimate expectations of the parties relying on the  
decision in Rosas v. Toca, 2018 BCCA 191, relying on paras. 176 to 185 to the effect that the  
spreadsheet is evidence of a continuing arrangement for advances of capital between the  
parties, made from time to time at the request of the defendant. The plaintiff further  
submitted that the plaintiff’s forbearance from exercising rights to enforce payment on the  
loans in 2017 suspended the running of the limitation period.  
[
91] The plaintiff also made submissions on issue estoppel following Cadwell Estate v.  
Martin, 2021 BCSC 1089, at paras. 156 and 157, to the effect that when one person, by  
declaration, act or omission, intentionally causes or permits another person to believe a thing  
to be true and to act upon such believe, either he or she nor his or her representative may be  
allowed, in any suit or proceeding between himself or herself or his or her representative and  
such personal representative to deny that thing. (see also R. v. Chesley (1889), 16 S.C.R. 306,  
1
888 Can LII 49 (S.C.C.).  
Submissions of the Defendant  
[
92] The defendant submitted that simply because the defendant executed the Mortgage  
but did not mean that the defendant was liable to the plaintiff in the amount of $2,700,000  
plus interest. The defendant relied upon Crédit Foncier Franco-Canadian v. Bennett, [1963]  
B.C.J. No.16 (C.A.) at para. 11, 1963 839; and Mohabir v. Dvorak, [1999] B.C.J. No.  
8
02 (S.C.) at para.12, 1999 5877.  
[
93] The defendant argued sums payable referred to in various documents by companies  
related to the defendant including Raiwal Agro Tech Foods Ltd. and 639110 B.C. Ltd. are  
distinguishable from the other and all should have been added as defendants. The defendant  
relied upon the cases of Emtwo Properties Inc. v. Cineplex (Western Canada) Inc., 2011 BCSC  
1
072; and BG Preeco (Pacific Coast) Ltd. V. Bon Street Holdings Ltd., [1989] B.C.J. No. 1032  
C.A.), 1989 230, as authorities for the well-known concerns about lifting of the  
corporate veil.  
(
[
94] The practice of Mr. Raiwal, in his various dealings with his own companies, placed no  
respect on the corporate veil. The practice followed by Mr. Raiwal is readily noted in the  
delivery of the Three Mortgages referred to in para. 33 of the Agreed Statement of Facts of  
which the plaintiff had no input whatsoever. These mortgages were charged against lands  
owned by 639110 B.C. Ltd. (Ex. B, Tab 32), RHL (Ex. B, Tab 33) and Sukhbinder Kaur Raiwal  
th  
(
Ex. B, Tab 35), all dated March 6, 2015 and the 176 Street Property owned by RHL. The  
plaintiff had no involvement whatsoever in the creation nor execution of these mortgages:  
they were simply created by the defendant, for the purpose of representing positive security  
for monies which Balbir Raiwal had agreed were to be paid to FVP.  
[
95] Similarly, Balbir Raiwal executed the Promissory Note drawn in favour of FVP for the  
sum of $2,316,585.38 payable with on November 30, 2015 as noted in para. 36 of the Agreed  
Statement of Facts. The email communications at Tab 42 to Tab 47, demonstrate the purpose  
of this Promissory Note was to confirm that Balbir Raiwal, personally, would pay the sum  
noted. By implication, he must have agreed the sum of $2,316,585.32 was to be paid to FVP as  
of the effective date: June 1, 2015. Finally, it was Mr. Raiwal, who after a review of the  
accounts in Ex. 3, the spreadsheet, concluded that it was appropriate for all of the accounts to  
be paid by RHL and he instructed his solicitor to prepare the Mortgage which confirmed the  
amount to be paid by RHL to FVP, and then he executed the Mortgage. The plaintiff did not  
ask for a lifting of the corporate veil to obtain the Mortgage, that decision was made entirely  
Mr. Raiwal as the operating mind of RHL. Neither of the cases cited above consider these  
circumstances.  
[
96] Counsel for the defendant acknowledged that the Mortgage was signed by Mr. Raiwal  
and it was suggested that he somehow lacked an appreciation of the legal effect of each of the  
amounts which made up the principal amount to be paid under the Mortgage. Counsel did not  
address the fact that Mr. Gill provided Mr. Raiwal for his review, on several occasions  
disclosed in the evidence, complete particulars of the calculations of the amounts which  
formed the basis of the amount due under the Mortgage; the Mortgage was prepared on the  
instructions of Mr. Raiwal given to a qualified lawyer, who prepared the Mortgage based on  
those instructions.  
[
97] The defendant relied on a family law case, Vhora v. Vhora, 2016 ONSC 2951, which  
dealt with the enforceability of a promissory note. When the parties to a divorce sought to  
divide family assets, the respondent sought to deduct the amount of $202,806 for a  
promissory note in favour of his father, Usuf Vhora, apparently created in relation to the  
purchase of a family home. The wife’s position was that the note was prepared after separation  
to defeat an equal division of family assets. Usuf Vhora, who was apparently available to  
testify, did not testify at the trial with respect to cash advances claimed to have been made by  
him to his son and “did not prove that he actually advanced these amounts under the  
promissory note”: at para. 75. The respondent claimed he had borrowed the funds referred to  
in the promissory note. The evidence was that the wife was not aware of the financial dealings  
between Usuf Vhora and the respondent. The court considered that the failure to call Usuf  
Vhora as a witness was crucial to the consideration of s. 4(3) of the Family Law Act, R.S.O.  
1
990, c. 3. Under that provision, the onus of proving a deduction from a party’s “net family  
property” lies on the persons claiming that deduction. Not only did the respondent fail to call  
his father was a witness, he also failed to call one of the purported witnesses to the execution  
of the promissory note, available to testify at the time of trial.  
[
98] In Vhora, the Court made the following findings:  
a) the respondent, because of “inconsistencies and problems with his evidence, along with  
Usuf Vhora’s failure to testify I cannot find that Mr. Vohra has proven on a balance of  
probabilities that the two deposits were made by his father on his behalf, as stated in the  
note”.  
b) the Court next found that the respondent’s testimony with respect to the advance of  
$
55,000 was insufficiently reliable to permit the court to make a finding, on the balance of  
probabilities, that Usuf Vhora advanced the funds for the down payment by way of loan to the  
respondent.  
c) With respect to lump sum payments towards the mortgage totalling $108,858, Usuf  
Vhora’s evidence was crucial, in the opinion of the court, to prove that these advances were  
actually made on the respondent’s behalf and why they were made well before the date of  
closing: at para. 140. The court found that the respondent failed to lead evidence sufficient, on  
the balance of probabilities for the court to find that the advances made by Usuf Vhora on the  
mortgages were loans advanced for the benefit of the respondent or secured by the promissory  
note.  
d) following the decision in Bishop-Gittens v. Lim, 2015 ONSC 3971, that the failure to call  
Usuf Vhora permitted the court to draw an adverse inference against the respondent was not  
permitted to deduct the value of the promissory note from the equalization calculation.  
[
99] The decision by the court in Vhora is clearly distinguishable from the case at bar where  
there was no challenge whatsoever to any of the items referred to in Ex. 3, and that counsel for  
the defendant in the present action admitted many of the payments had actually been made,  
and were reflected and other documentary exhibits. In Vhora, the respondent was required by  
statute to prove certain payments claimed as deductions and simply failed to provide sufficient  
proof. As such, Vhora is of no assistance in deciding the case at bar.  
[
100] With respect to the limitation periods, the defendant invited the court to review ss. 14  
and 15 of the Limitation Act. Section 14 is the discovery rule for claims or demand obligations.  
The Mortgage in the case at bar was not a demand obligation, but enforcement could only  
commence after default after the first day when the right to enforce the discovery arises, in  
this case, in 2019. I am satisfied that the preparation of the Mortgage by the solicitors for the  
defendant in circumstances where Mr. Raiwal had been provided complete details of the sums  
claimed, which included balances due to Mr. Buttar, and the subsequent execution of that  
Mortgage in the presence of Mr. Raiwal and Mr. Gill both present with the defendant’s lawyer  
was an acknowledgement of the amount due under the Mortgage. The proceeding to enforce  
the mortgage was commenced shortly thereafter clearly within the time limits set out in s. 15  
of the Limitation Act. In response to the defence advanced, I am satisfied that Mr. Raiwal  
knew that the amounts listed on the spreadsheet were monies advanced for the purposes of  
th  
improving, defending, or acquiring the 176 Street Property, and that occurred when Mr.  
Raiwal instructed his lawyer to prepare a mortgage in registerable form for the amount of  
$
2,700,000 with interest at 7.5% per annum which he executed in the presence of the lawyer  
and Mr. Gill on March 31, 2017. The submission by the defendant that the quantum of the  
mortgage was not based on a debt owed by the defendant ignores the history of the attempts  
th  
to acquire the 176 Street Property by FVP on the one hand and Mr. Raiwal and his various  
related parties.  
[
101] The initial plan of the parties did not create debt owing by the defendant to the plaintiff  
th  
but rather a goal of acquiring the 176 Street Property for their mutual benefit. That  
transaction was changed when Mr. Raiwal was determined to buy the property for his sole  
benefit at the same time using capital provided by FVP. Mr. Gill, driven by Mr. Buttar,  
demanded return of monies advanced and provided a spread sheet which detailed the entirety  
th  
of the funds which would not be invested in the 176 Street Property, but funds to be returned  
with interest to FVP. Using that information, Mr. Raiwal had the Mortgage prepared by and  
executed in the presence of his legal counsel and by Mr. Gill. Mr. Raiwal’s actions of having  
the Mortgage created and then executed was a declaration that he was satisfied that sum was  
owed.  
[
102] With respect to “the claimed debts” a title provided by defence counsel, which were  
characterized as due and owing by April 2015 at the latest. The three unregistered mortgages  
in March 2015 were not requested by nor satisfactory to the plaintiff which was demanding an  
th  
equity interest in the 176 Street Property. The mortgagors of those three mortgages were  
selected by the defendant, not by the plaintiff. The three mortgages were also held by the  
defendant and never released to the plaintiff for filing. The promissory note payable by Balbir  
Raiwal, is said to show demands were being made but at the same time the plaintiff continued  
th  
to make demands for equity interests in the corporation holding the 176 Street Property.  
[
103] The defendant submitted, in the course of argument, that an acknowledgement of debt  
owing restarts the limitation period running. This submission was made in the course of  
discussion of the three unregistered mortgages and the promissory note payable personally by  
Mr. Raiwal. The defendant does not however accept the same proposition, to the effect that  
the granting of the Mortgage in 2017, which might be an acknowledgement of the debt, does  
not affect a restart of the limitation period.  
[
104] The case of Forjay Management Ltd. v. 0981478 B.C. Ltd., 2020 BCSC 637 [Forjay],  
cited by both parties herein, is instructive. There, Justice Fitzpatrick discussed the dual nature  
of the mortgage “comprising both debt and security elements”: at para. 17. In that case, one of  
the issues to be decided was what the terms of the mortgage were and what the term of the  
contract was. In Forjay, there was a standard mortgage with 12% interest, up to a certain date  
and 24% thereafter, which provided for monthly payments of interest payments to begin on  
th  
the 30 day after the advance of the loan. The default under the mortgage in Forjay occurred,  
not when the mortgage was due, but when the mortgage went into default by the failure to pay  
interest: at para. 20(b).  
[
105] Similarly, in the case of Chan, the mortgage was granted collateral to lease obligations.  
The leases were breached when the tenants with lease obligations vacated the leased premises.  
The limitations period began to run on the date the premises were vacated, upon the right to  
enforce, and expired two years later, and 0975713 was statute barred from enforcing the  
mortgage.  
[
106] In the case at bar, there is no provision for the payment of principal or interest on a  
periodic basis or for a default based thereon, nor was there a collateral lease agreement or for  
a default based on the breach of lease provisions. The sole provision in the Mortgage for  
repayment requires payment in full at the maturity date of the Mortgage.  
[
107] In Ex. 3, Tab 20, Mr. Buttar is demanding an interest in the property in 2014. At Ex. 3,