The Ontario Superior Court of Justice has dismissed a counterclaim against Royal LePage State Realty Brokerage, finding that the real estate firm cannot be held legally responsible for the alleged misconduct of one of its agents during a private property transaction1. The ruling, delivered on October 9, 2025, by Justice MacNeil, centered on the principle of vicarious liability and concluded that the agent was acting in her personal capacity as a property owner, not as a representative of the brokerage, when the disputed deal was made. The decision effectively removes Royal LePage from a complex legal battle between the agent, Panthea Afshari, and the prospective buyer, Maurizio Privitera.
The legal dispute began when Ms. Afshari initiated a lawsuit against Mr. Privitera on June 17, 2024. In her statement of claim, she alleged that Mr. Privitera had breached an agreement of purchase and sale for her residential property on Lloyminn Avenue, which they had signed on February 12, 2024. Ms. Afshari sought a court declaration of this breach, along with the right to retain any deposits paid by Mr. Privitera and damages for breach of contract. This initial action set the stage for a broader and more complicated legal fight when Mr. Privitera responded with a lawsuit of his own.
In his statement of defence and counterclaim filed on June 29, 2024, Mr. Privitera not only denied Ms. Afshari’s allegations but also sued both her and her brokerage, Royal LePage. He made a series of serious accusations against Ms. Afshari, including claims of negligence, fraudulent misrepresentation, conflict of interest, public mischief, and defamation. Mr. Privitera argued that these alleged wrongful acts were committed by Ms. Afshari on behalf of her brokerage, and therefore, Royal LePage should be held vicariously liable. He sought significant financial compensation, asking for not less than $400,000 in damages for emotional distress and financial losses, the return of his deposit, and an order forcing Ms. Afshari and Royal LePage to complete the original sale at the agreed upon price of $1,465,000.
The events that led to the courtroom began on February 1, 2024, when Ms. Afshari, who was an independent contractor associated with Royal LePage, signed a listing agreement with her own brokerage to sell and lease her property. As required by industry regulations, she completed a disclosure form advising potential buyers that she was the owner of the property. The next day, the property was listed on the Multiple Listing Service for both sale and lease, with references to her ownership disclosure. However, the situation changed dramatically less than two weeks later.
Court records, including text messages between Ms. Afshari and Mr. Privitera, revealed a pivotal conversation on February 12, 2024. In that exchange, Mr. Privitera expressed his desire to conduct a “private” sale with Ms. Afshari directly to avoid paying realtor fees. Ms. Afshari responded that to do so, she would need to “cancel both listings and tell everyone I decided not to sell.” Mr. Privitera agreed to this course of action. Following this plan, on the morning of February 13, 2024, Ms. Afshari signed official cancellation forms for both the sale and lease listings. Her manager at Royal LePage countersigned the cancellations shortly after noon, with the stated reason being that the “Seller has decided to take off market.”
Just a few hours later that same afternoon, with the property officially off the market and Royal LePage’s involvement formally terminated, Ms. Afshari and Mr. Privitera signed a private Agreement of Purchase and Sale and a separate Agreement to Lease. These documents made the nature of their deal explicit. Both agreements listed “N/A” where brokerage information would normally appear. Furthermore, a schedule attached to both the purchase and lease agreements contained a clause where Mr. Privitera acknowledged that Ms. Afshari was a licensed real estate broker and that “there are no brokerages or realty fees involved in this agreement.” The deposit for the purchase was paid into the trust account of Ms. Afshari’s real estate lawyer, not to Royal LePage.
In response to being named in the counterclaim, Royal LePage brought a motion for summary judgment, asking the court to dismiss the case against it without the need for a full trial. The brokerage argued that it had no involvement whatsoever in the transaction after the listing agreements were cancelled. It had no knowledge of the continued negotiations between Ms. Afshari and Mr. Privitera, received no commission or fees, and only became aware of the private deal when it was served with the counterclaim. Royal LePage contended that Ms. Afshari was acting solely in her personal capacity as the property owner, making it impossible to hold the brokerage vicariously liable for her actions.
Mr. Privitera, who represented himself in court, opposed the motion. He argued that his initial contact about the property was through Royal LePage and that he always understood Ms. Afshari to be an agent acting under the Royal LePage banner. He asserted that the brokerage had a duty to supervise its agent and was now attempting to evade its responsibilities.
Justice MacNeil sided decisively with Royal LePage. In his analysis, the judge first determined that the case was appropriate for partial summary judgment, as dismissing the claim against the brokerage would narrow the scope of the remaining litigation, reduce costs, and not risk inconsistent findings in the primary dispute between Ms. Afshari and Mr. Privitera. The central legal question was whether Royal LePage could be held vicariously liable for Ms. Afshari’s alleged conduct. The judge explained that the fundamental test for vicarious liability is whether the wrongful act is “sufficiently related” to the conduct authorized by the employer. Liability is typically appropriate where the employer created or enhanced a risk that resulted in the wrongdoing.
Applying this test, Justice MacNeil found no evidence of a “significant connection” between Royal LePage’s business and Ms. Afshari’s alleged wrongdoing. The timeline of events was critical. Ms. Afshari formally and officially severed the brokerage’s involvement before she entered into the private agreements with Mr. Privitera. The text messages were particularly damning for Mr. Privitera’s case. The judge noted that Mr. Privitera was fully aware that Royal LePage was being cut out of the transaction and, in fact, had agreed to this arrangement to facilitate a private deal. “It is clear on the face of the counterclaim that Mr. Privitera knew that Royal LePage was going to be excluded from the sale and lease transactions involving the Property, and the text messages show that he was agreeable to that,” Justice MacNeil wrote.
The court accepted Royal LePage’s uncontroverted evidence that it had no knowledge of the private deal and therefore had no opportunity to supervise or control Ms. Afshari’s conduct. Since the brokerage was not involved, it could not have materially increased the risk of any alleged wrongdoing. Ms. Afshari was acting purely on her own behalf as the owner and landlord.
Beyond the issue of vicarious liability, the judge also found that the counterclaim against Royal LePage was legally deficient. It was struck down for disclosing no reasonable cause of action, as it contained only a “bald allegation” of liability against the brokerage without pleading any specific facts to support such a claim. Justice MacNeil concluded that it was “plain and obvious” that no sustainable cause of action against Royal LePage was possible. The court also determined the claim was frivolous, vexatious, and an abuse of process.
Ultimately, the court granted Royal LePage’s motion in its entirety. The counterclaim brought by Mr. Privitera against Royal LePage State Realty Brokerage was dismissed, without an opportunity for him to amend it. The brokerage was also deemed to be presumptively entitled to its legal costs for having to defend against the claim. The underlying legal dispute between Ms. Afshari and Mr. Privitera will continue without the brokerage’s involvement.
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