FACTS: Mr. Siddiqi, a chartered professional accountant since 1994, was convicted in 2013 of three counts of knowingly making false statements to obtain small business loans under a federal financing program. The convictions arose from a scheme in 2005–2006 involving false invoices issued by corporations he controlled, used to obtain loans of over $740,000 for non‑existent equipment. The trial judge found that the misconduct was planned and premeditated, that the corporations and bank accounts used were controlled by Mr. Siddiqi, that funds were wired to Iran and not repaid, and that the scheme amounted to fraud. The Ontario Court of Appeal upheld the conviction and sentence in 2015, confirming that the loan proceeds were proceeds of crime largely put out of reach. There was no evidence that Mr. Siddiqi personally benefited financially.
Following his criminal conviction, CPAO revoked his membership. In 2024, after more than the minimum five‑year waiting period, he applied for readmission. Under CPAO’s regulatory framework, this required a reconsideration by the Discipline Committee of the original revocation order, with the onus on the applicant to establish “good character” and to demonstrate a material change in circumstances making the revocation order unnecessary. Regulation 7‑1 also provides that a member whose membership has been revoked shall not be readmitted except in “extraordinary circumstances,” at the discretion of the decision‑maker and on any conditions imposed.
A panel of the Discipline Committee heard a two‑day reconsideration motion in December 2024, receiving an Agreed Statement of Facts, oral evidence from Mr. Siddiqi, and three character witnesses. The majority dismissed the application (the “Reconsideration Decision”), finding that Mr. Siddiqi had not met his onus on good character. A dissenting member would have granted readmission.
On appeal, an Appeal Committee panel allowed Mr. Siddiqi’s appeal (the “Appeal Decision”) and ordered that the Registrar admit him as a member of CPAO. The Appeal Panel purported to apply a reasonableness standard to the Reconsideration Decision, noting that the appeal was not a rehearing and must be decided on the record. It accepted six grounds of appeal in whole or in part.
It agreed with the Reconsideration Panel’s legal framework but took issue with its application, concluding, in summary, that the panel placed disproportionate emphasis on the applicant’s failure to express remorse “in the manner expected” and insufficient emphasis on his “substantial rehabilitative efforts in the last 20 years,” compounded by a “misapprehension of some of the evidence.” In particular, the Appeal Panel:
- Criticized the Reconsideration Panel’s treatment of the passage of time, finding it unreasonable to effectively start the clock at revocation rather than conviction, especially given the applicant’s “entitlement to maintain his innocence” and rehabilitative efforts since 2013.
- Found it “manifestly unfair” for the Reconsideration Panel to note that the fine did not resolve the financial loss, because the Crown had sought a fine rather than restitution and the applicant had paid the fine at great personal cost.
- Held that it was unreasonable to fault him for not self‑reporting when there was no duty to do so and he claimed not to understand his conduct as criminal at the time.
- Concluded that the Reconsideration Panel unreasonably discounted character letters for lack of detail and unreasonably failed to give sufficient weight to the applicant’s voluntary excess continuing professional development hours.
- Found that the Reconsideration Panel failed to give effect to the applicant’s expressions of remorse, including a written declaration acknowledging that his conduct fell below professional standards and stating genuine remorse, his testimony that he breached the public trust, and several letters asserting his remorse.
It rejected two other grounds: that the panel had violated his right to maintain innocence, and that it had breached procedural fairness in its handling of the Agreed Statement of Facts and cross‑examination. Having found the Reconsideration Decision “unreasonable” on the above grounds, the Appeal Panel ordered that the Registrar admit Mr. Siddiqi as a member.
The Professional Conduct Committee (PCC) sought judicial review in the Divisional Court, arguing that the Appeal Panel misapplied the reasonableness standard, failed to respect the high statutory threshold for readmission, and failed to consider the public trust implications of readmitting a member convicted of serious financial misconduct.
DECISION: Application for judicial review allowed; Appeal Decision set aside; Reconsideration Decision restored (per Sachs J., Backhouse and A. Himel JJ. concurring).
The court framed its task as reviewing the reasonableness of the Appeal Decision, not the Reconsideration Decision directly. However, reasonableness of the Appeal Decision necessarily turned on whether the Appeal Panel correctly understood and applied its own deferential standard of review to the Discipline Committee’s reconsideration.
The court emphasized that the “governing statutory scheme is likely to be the most salient aspect of the legal context” (relying on Vavilov), and set out the key features of the CPAO regime:
- An application for readmission after revocation is, by regulation, an application for reconsideration of the original revocation order by the Discipline Committee.
- Readmission cannot be sought until at least five years after revocation.
- The applicant bears the onus to establish good character.
- The Discipline Committee may reconsider a revocation only if there has been a “material change in circumstances” that makes the original order unnecessary.
- Regulation 7‑1 s. 58 provides that a revoked member “shall not be readmitted except in extraordinary circumstances,” at the discretion of the decision‑maker and subject to conditions.
- Appeals are not rehearings, are conducted on the record, and the Appeal Committee may only substitute its own order or direct a new hearing if the Discipline Committee’s decision is “unreasonable,” a clear legislative choice to afford the first‑instance panel considerable deference.
The court then recited the core tenets of reasonableness review from Vavilov:
- The standard concerns both outcome and reasoning; reasons must be transparent, intelligible and justified in light of the relevant legal and factual constraints.
- Reasonableness does not demand perfection; reasons need not address every possible detail.
- Review is not a “line‑by‑line treasure hunt for error.” If there is a rational chain of analysis supporting a tenable outcome, the decision is reasonable.
- The onus lies on the party challenging the decision to show that any shortcomings are sufficiently central or significant to render it unreasonable.
- The reviewing body must not reweigh or reassess the evidence, subject to exceptional cases where the original decision displays a fundamental misapprehension of, or failure to account for, the evidence.
Applying these principles, the court held there was “no basis for the suggestion that the reasonableness standard applied by the Appeal Panel in this case should be different than the standard applied by the court when reviewing the decision of an administrative tribunal.” The Appeal Committee was bound by the same deference‑focused conception of reasonableness.
The Divisional Court held that the Appeal Panel did not conduct a proper reasonableness review.
On the issue of remorse, the Reconsideration Panel had a unified view, shared by the dissenting member, after hearing and observing the applicant’s testimony. It concluded that his focus remained on personal and familial hardship rather than on the impact on institutional victims and the profession’s reputation. The Appeal Panel pointed to certain written and oral statements of remorse and to supporting letters, but the Divisional Court found that this did not amount to a “fundamental misapprehension” of the evidence by the Reconsideration Panel. Rather, the first‑instance panel weighed the evidence and found it insufficient to demonstrate the needed insight and material change in acceptance of responsibility.
By effectively re‑evaluating the same record and substituting its own assessment of the weight to be given to the declaration, testimony, and character letters, the Appeal Panel crossed the line into impermissible reweighing. The Appeal Panel had not heard the witnesses; it was required to defer to the Discipline Committee’s assessment unless it could point to a serious misapprehension or failure to consider evidence. The Divisional Court concluded that the Appeal Panel had not identified such an error; it had simply reached a different conclusion on matters of weight, contrary to the structure of reasonableness review.
The same reasoning applied to the Appeal Panel’s treatment of the character letters and evidence of rehabilitation. The Reconsideration Panel did not reject the applicant’s exemplary conduct and community leadership since the misconduct; rather, it accepted those points but did not find them sufficient, given its concerns about insight, to satisfy the high threshold for readmission. The Appeal Panel, in the court’s view, improperly second‑guessed this value judgment.
Overall, the Divisional Court found that the Reconsideration Decision displayed a rational chain of analysis applying the Armstrong factors and the statutory requirements (material change and extraordinary circumstances) to the evidence, recognizing the seriousness of the fraud, the importance of remorse and insight to rehabilitation, and the public interest in protecting the profession’s reputation. The Appeal Panel’s decision, by contrast, read as a “treasure hunt for error” in the Reconsideration Decision aimed at justifying a different result, rather than a true reasonableness review.
A second, independent basis for unreasonableness arose from the Appeal Panel’s failure to grapple explicitly with public trust in the profession as a necessary component of a good character determination.
After the Appeal Decision was released, the Ontario Court of Appeal decided Law Society of Ontario v. AA, 2026 ONCA 47. That case involved an applicant for licensing as a lawyer who had sexually abused minors years earlier, had disclosed the conduct to some individuals but not to the regulator, and who was ultimately found by the Law Society Tribunal Hearing Division to be of good character, subject to a condition of supervision when meeting minor clients. The Court of Appeal held that the Hearing Division’s decision was unreasonable because it failed to explain how granting a licence was consistent with maintaining public trust and confidence in the legal profession. The Court of Appeal concluded that a good character decision must explicitly or implicitly address the compatibility of licensing or readmission with the regulator’s public trust mandate.
The Divisional Court applied AA here. The CPAO good character requirement serves the same core purposes as in AA: protecting the public, maintaining the profession’s reputation, and assuring effective regulation. The Reconsideration Panel had squarely addressed those purposes, particularly the impact of the applicant’s conduct on the public’s perception of accountants’ trustworthiness and the need for insight and remorse to reassure the public.
By contrast, the Appeal Decision, after identifying alleged flaws in the Reconsideration Panel’s treatment of the relevant “Armstrong” factors and concluding that the Discipline Committee had unreasonably discounted rehabilitation and remorse, simply ordered readmission. It did so without considering whether readmission of a member convicted of serious financial fraud, whose conduct had resulted in substantial unrecovered losses and whose insight remained contested, was consistent with preserving public trust and confidence in the accounting profession.
The absence of any expressed analysis of this core public interest constraint rendered the Appeal Decision unreasonable under the AA framework. The Appeal Panel’s reasons did not demonstrate that it had turned its mind to whether its order aligned with the statutory purpose of the good character requirement.
The court therefore set aside the Appeal Decision and restored the Reconsideration Decision denying readmission. In accordance with the parties’ agreement, it awarded the PCC its costs of the application, fixed at $12,000 all‑inclusive.
COMMENTARY: This decision underscores several important points for professional regulators and their appeal bodies:
- Internal appellate bodies bound to a “reasonableness” standard owe genuine deference to first‑instance discipline panels, mirroring the Vavilov framework. They may not simply conduct their own weighing of evidence under the guise of reasonableness review.
- Good character determinations must, in light of AA, explicitly or implicitly address how the outcome is consistent with maintaining public trust and confidence in the profession. Appeals that focus narrowly on individual rehabilitation, without engaging with public confidence in light of serious past misconduct, risk being found unreasonable.
- Where a first‑instance panel has heard viva voce evidence and has made nuanced findings about remorse, insight and rehabilitation, appeal bodies should be particularly cautious about recasting those findings absent a clear demonstration of misapprehension of evidence or failure to consider material evidence.
For regulators, this decision highlights the need to structure reasons—at both first instance and on appeal—around statutory purposes, including protection of the public and preservation of professional reputation, and to articulate how those purposes inform the assessment of good character, remorse, rehabilitation and the high bar for readmission after revocation.