In Tian v. Jiang, 2026 ONSC 1947[1], the Ontario Superior Justice considered whether a plaintiff lender could obtain leave to register a Certificate of Pending Litigation (“CPL”) against a residential property arising from an alleged unpaid private loan.

The decision provides a clear reaffirmation of the distinction between contractual rights and proprietary interests in land, and the limits of using a CPL as a form of security.

Facts

The dispute arose from a private loan advanced by the plaintiff to the defendant to fund construction and improvements to two related properties in Markham, Ontario.[2]

The parties’ relationship was governed by a series of agreements, culminating in a July 18, 2023 agreement which provided that[3]:

• the properties would not be sold until the loan was repaid, and
• critically, the loan would not be registered on title.

The plaintiff commenced an action in December 2024 seeking[4]:

• a declaration of a beneficial interest in the property,
• a CPL,
• an accounting, or
• repayment of the outstanding loan.

The plaintiff initially obtained a CPL ex parte[5], but it was later set aside due to material non-disclosure and other deficiencies. The court permitted the plaintiff to renew it’s request for a CPL on notice to the defendant, which led to the present decision.[6]

Issues

1. Does the plaintiff have a reasonable claim to a proprietary interest in land sufficient to support a CPL?
2. If so, should the court exercise its discretion to grant a CPL based on the applicable equitable factors?

Analysis

The Law on CPLs

A CPL is a mechanism to alert third parties that litigation involves a claimed interest in land, thereby preventing that interest from being defeated through transfer to an unsuspecting purchaser.[7] As explained in G.P.I. Greenfield Pioneer Inc. v. Moore[8] and more recently in Binio v. Kotarak[9], a CPL does not itself create any proprietary rights; it merely protects an asserted interest pending determination.[10] A party seeking to issue a CPL must demonstrate that there is a triable issue as to whether the claimant has a “reasonable claim” to an interest in land.[11]

Where such a claim is established, the court retains discretion to grant or refuse the CPL based on equitable considerations, including the factors set out in 572383 Ontario Inc. v. Dhunna[12]. Central to that analysis is whether damages would be an adequate remedy, as per Canadian West Trust Co. v. 1324789 Ontario Inc.[13], a CPL is intended to protect genuine proprietary interests, not to secure claims for damages. [14]

No Reasonable Claim to a Proprietary Interest

The Court held that the plaintiff failed at the threshold stage: there was no triable issue supporting a proprietary interest in land.[15]

Key findings included that the plaintiff’s claim was fundamentally contractual, not proprietary.[16] There was no right tied to the land itself, such as possession or entitlement to sale proceeds, and the contract restricting sale until repayment did not create an interest in land.

The Court noted that even if the defendant breached the agreement by selling the property, the plaintiff’s remedy would be damages, not an interest in the land.[17]

The principle that a CPL cannot be used to secure a debt was also emphasized. The defendant’s position was that the plaintiff’s motion was essentially an attempt to secure an unsecured loan.[18]

Relying on Marmak Holdings Inc. v. Miletta Maplecrete Holdings Ltd. et al.[19], the Court reiterated that a CPL” is not intended to be an instrument to secure a claim for damages.”

Application of the Dhunna Factors

The Court held that even if it is incorrect that the plaintiff has no proprietary interest in the property, a CPL would still be denied on the application of the equitable factors from 572383 Ontario Inc. v. Dhunna[20].

These equitable factors include[21]:

• Whether the plaintiff is a shell corporation;
• Whether the land is unique;
• The intent of the parties in acquiring the land;
• Whether there is an alternative claim for damages;
• The ease or difficulty in calculating damages;
• Whether damages would be a satisfactory remedy;
• The presence or absence of a willing purchaser, and
• The harm to each party if the CPL is or is not removed with or without security.

The Court concluded that in this case, the equities weighed against granting a CPL[22]:

• A CPL would impair the defendant’s ability to obtain financing, particularly where additional funds were needed to complete construction.
• There was no evidence of asset dissipation.
• The parties’ agreements demonstrated an intention to develop their properties independently.
• Most significantly, the plaintiff had expressly agreed not to encumber title.

Granting a CPL in these circumstances would effectively circumvent the parties’ contractual bargain.

Disposition / Orders

The plaintiff’s motion was dismissed and leave to register a CPL on title to the property was denied.[23] Costs were left to be determined if the parties could not agree.[24]

Concluding Thoughts

Tian v. Jiang is a straightforward but important reminder of several core principles:

First, not every dispute connected to land engages a proprietary interest. Courts will look carefully at whether the plaintiff’s claim truly concerns an interest in land, or whether it is simply a claim for damages.

Second, a CPL is not a tool to secure an unsecured loan.

Third, the case underscores that parties will be held to their contractual allocations of risk. A party who agrees not to encumber title cannot later seek to achieve the same result through litigation.

For estate practitioners, the decision reinforces the importance of grounding any request for a CPL in a genuine proprietary claim, rather than using it as leverage in what is ultimately a monetary dispute.

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[1] 2026 ONSC 1947 [Tian v. Jiang].

[2] Ibid at para 2.

[3] Ibid at para 4.

[4] Ibid at para 3.

[5] Ibid at para 5.

[6] Ibid.

[7] Ibid at para 8.

[8] (2002), 2002 CanLII 6832 (ON CA), 58 O.R. (3d) 87 (C.A.) [Moore].

[9] 2026 ONSC 7330 [Binio].

[10] Moore, supra note 8 at para 15; Binio, supra note 9 at para X.

[11] Tian v. Jiang, supra note 1 at para 11.

[12] (1987), 24 C.P.C. (2d) 287 (Ont. S.C.) [Dhunna].

[13] 2019 ONSC 4789.

[14] Tian v. Jiang, supra note 1 at para 13.

[15] Ibid at para 14.

[16] Ibid at paras 14-15.

[17] Ibid at para 22.

[18] Ibid at para 7.

[19] 2019 ONSC 4630 at para 23.

[20] Dhunna, supra note 12.

[21] Tian v. Jiang, supra note 1 at para 12.

[22] Ibid at paras 20-25.

[23] Ibid at para 26.

[24] Ibid at para 27.