A long-standing legal battle involving the governance and financial management of a non-profit organization took a significant turn on November 13, 2025, when the Ontario Superior Court of Justice ordered the removal of the respondent’s legal counsel1. In a detailed decision, Justice C. Petersen disqualified Alina Sklar from representing NufiCanada Community Corporation, citing a substantial risk of impaired representation due to conflicts of interest involving the individuals providing her with instructions. The ruling serves as a decisive procedural step in a case that has been winding through the court system since 2018, centered on serious allegations of misused funds and lack of transparency within the organization.
The underlying dispute involves an Application brought by Alain Fodjo, a member of NufiCanada, against the corporation itself. Mr. Fodjo initiated the legal action under the Corporations Act, seeking the appointment of an inspector to investigate the financial affairs and management of the entity. His legal filing claims that he has the support of at least ten percent of the membership, a threshold required to trigger such a judicial review. The core of Mr. Fodjo’s concern stems from his time as the Head of the corporation’s Finance Committee, during which he alleges he discovered significant discrepancies in the financial records maintained by the organization’s leadership.
Specifically, Mr. Fodjo has raised suspicions regarding the conduct of Guy Wassom, a director of the corporation, and Marie Claire Djiadeu, who served as one of the corporation’s treasurers. According to the court record, Ms. Djiadeu became the Accounts Receivable Treasurer in 2017. Her duties included collecting membership dues, managing revenues from community events, handling donations, and depositing these funds into NufiCanada’s bank accounts. Mr. Fodjo claims that when he compared Ms. Djiadeu’s monthly reports against the actual bank records, the numbers did not align. He alleges that membership dues were not deposited and that specific transactions, including revenues from an End-of-Year Fundraising Party and repayments for newcomers’ assistance loans, were not properly documented. Furthermore, Mr. Fodjo identified what he characterized as irregular transactions, such as cheques made payable to Mr. Wassom, with at least one allegedly recorded under a different name to conceal the recipient.
These financial irregularities prompted Mr. Fodjo to commence his Application in 2018 to force an audit or investigation. However, the hearing on the merits of those financial allegations has been delayed for years due to various procedural hurdles. One of the primary sources of delay involved a protracted battle over the cross-examination of Ms. Djiadeu. NufiCanada had filed an affidavit sworn by Ms. Djiadeu in July 2019 to oppose Mr. Fodjo’s claims. However, when it came time for her to face cross-examination on her evidence, she failed to attend. She claimed medical reasons prevented her from participating. This led to a years-long standoff where NufiCanada attempted to withdraw her affidavit and replace it with a nearly identical one from another director, Marie Kamga Djomboue. The court ultimately rejected this substitution in August 2023, ruling that there was no medical justification for shielding Ms. Djiadeu from questioning. She was finally cross-examined in February 2024.
The most recent motion, which resulted in the November 13, 2025 decision, focused on whether the lawyer representing NufiCanada could continue in that role. Mr. Fodjo argued that Ms. Sklar should be removed as the solicitor of record because she was taking instructions from Mr. Wassom and Ms. Djiadeu. His argument was that these two individuals had a clear conflict of interest because they were the very subjects of the financial misconduct allegations the corporation was supposed to be investigating. By instructing the corporation’s lawyer, they were effectively directing the corporation’s defense against accusations leveled at them personally.
A key piece of evidence in this motion was the retainer agreement signed on January 31, 2019. NufiCanada attempted to argue that this document was protected by solicitor-client privilege and could not be used as evidence. Generally, communications between a lawyer and their client, including retainer agreements, are confidential. However, the court found that this privilege had been waived by the corporation’s own actions. Mr. Fodjo provided evidence that he received a copy of the retainer agreement through an unsolicited, generalized email sent to the membership by NufiCanada.
Ms. Djiadeu denied sending the agreement to the membership. During the proceedings, allegations surfaced regarding how Mr. Fodjo obtained the document. An affidavit filed by a colleague of Ms. Sklar contained allegations that Mr. Fodjo had hacked into the corporation’s email accounts to steal the document. Ms. Djiadeu also alleged in her testimony that Mr. Fodjo had compromised the corporation’s internet domain. Justice Petersen dismissed these allegations entirely, noting they were based on speculation and inadmissible hearsay. The judge found there was no credible evidence of any unlawful activity by Mr. Fodjo. Instead, the court accepted that the Board likely distributed the retainer agreement widely to quell membership concerns and show that they had indeed hired legal counsel. By voluntarily sending the document to the membership, the corporation waived its right to keep the document private.
Once admitted into evidence, the retainer agreement proved to be damaging to the Respondent’s position. The document explicitly stated that Ms. Sklar represented NufiCanada, not Mr. Wassom or Ms. Djiadeu personally. However, it also stipulated that Ms. Sklar would only accept instructions from Mr. Wassom or Ms. Djiadeu. It contained a clause stating she would not accept instructions from anyone with a conflict of interest, yet she continued to take direction from the two individuals centrally implicated in the financial dispute.
The credibility of Ms. Djiadeu was significantly undermined during the legal process. Justice Petersen noted that during her cross-examination, she was evasive and reluctant to answer questions. Initially, she denied signing the retainer agreement, claiming the Board had signed it, before eventually admitting her signature was on the document. She also attempted to deny that she gave instructions to the lawyer, claiming she was merely a messenger for the Board. The court rejected this testimony as internally inconsistent and contradicted by the plain language of the retainer agreement she had signed. Furthermore, the judge noted that Ms. Djiadeu initially feigned ignorance about what constituted a conflict of interest and had to be pressed significantly by Mr. Fodjo’s counsel before acknowledging that her personal interests might diverge from those of the corporation.
The court’s legal analysis centered on the principles of conflict of interest and the duty of loyalty. A lawyer for a corporation owes a duty to the organization as a distinct legal entity, not to its individual directors or officers. The court relied on Supreme Court of Canada precedents establishing that a lawyer must not be placed in a situation that jeopardizes effective representation. In this case, the judge found a substantial risk that the representation of NufiCanada was impaired. Because the lawyer was taking instructions exclusively from the individuals accused of misappropriating funds, there was a danger that the defense of the corporation would be “soft-pedaled” or manipulated to protect those individuals rather than the non-profit entity.
Justice Petersen emphasized that this was not a case where the lawyer had previously represented the applicant and possessed confidential information. Rather, this was a case where the integrity of the administration of justice required intervention. The court noted that if Mr. Wassom and Ms. Djiadeu had attempted to represent the corporation personally in court, they would have been barred due to their conflict. Therefore, they could not be permitted to achieve the same result by acting as the sole instructors of the corporation’s legal counsel.
The ruling clarified that while Ms. Sklar was not found to have engaged in professional misconduct, her removal was necessary because she had been “tainted” by the long-standing professional relationship with the conflicted instructors. The court determined that simply ordering a different director to instruct her would not suffice after nearly seven years of her dealing primarily with Mr. Wassom and Ms. Djiadeu. The decision emphasized that the public’s confidence in the justice system would be compromised if the arrangement were allowed to continue.
Mr. Fodjo had also requested that the court declare his wife, Gaelle Fodjo, as the person authorized to instruct counsel for NufiCanada, based on a resolution from a meeting in April 2019. Justice Petersen declined this request, noting that appointing Mr. Fodjo’s wife would give rise to similar conflict of interest concerns and potential partiality, merely from the opposing side.
As a result of the November 13 ruling, NufiCanada is now required to retain new legal counsel. The court has ordered the corporation to appoint a new lawyer and authorize individuals who have no conflict of interest regarding the financial allegations to provide instructions. NufiCanada has until January 16, 2026, to file a Notice of Change in Representation or to bring a motion to be represented by a non-lawyer, though the latter option would face strict scrutiny regarding who would speak for the corporation.
The decision marks a critical pivot point in the litigation. With the evidentiary disputes regarding the affidavits resolved and the issue of legal representation settled, the parties are now expected to move toward a case management conference in January 2026. This conference will set a timetable for finally hearing the main Application regarding the investigation into the corporation’s finances, a matter that has been pending for over seven years. The costs of the motion to remove counsel have been reserved to be decided by the judge who eventually hears the full Application.
