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Background and criminal proceedings
In 2013, Sameen Siddiqi, then a chartered professional accountant, was convicted after trial on three counts of knowingly making false statements in applications for small business loans. The false invoices, issued in 2005 and 2006 through companies he controlled, related to non-existent equipment and were used to obtain loans totaling over $740,000 under a federal program aimed at supporting small businesses. The proceeds were transferred through accounts he controlled and largely wired to entities in Iran. The loans were never repaid, and Industry Canada ultimately reimbursed the affected banks approximately $457,000. Although there was no evidence that Mr. Siddiqi personally profited, the trial judge found his conduct to be planned, premeditated, and part of a fraudulent scheme, and that his participation was more extensive than that of his co-accused. On sentencing, he received a conditional sentence of two years less a day and a fine of $495,049.02, with the judge expressly recognizing that he was likely to lose his accounting designation. His conviction and sentence were upheld by the Ontario Court of Appeal, which confirmed that the loan proceeds were proceeds of crime and had been put largely out of reach through the transfers to Iran.
Professional consequences and personal circumstances
Following the conviction, the Chartered Professional Accountants of Ontario (CPAO) revoked Mr. Siddiqi’s membership. Professionally, his record had otherwise been unblemished since his qualification as a Chartered Accountant in 1994. Personally, he was described as a devoted family man, active and respected in his religious community, and deeply involved in charitable and community work. Numerous witnesses and character letters portrayed him as kind, supportive, and a role model, and emphasized his continued engagement with his mosque and various charitable projects.
Regulatory framework for revocation and readmission
Membership and discipline in CPAO are governed by the Chartered Professional Accountants of Ontario Act, 2017, and CPAO’s By-Law and Regulations. This framework allows the Discipline Committee to revoke membership and also to consider applications for readmission. Critically, the Regulations impose a high bar for readmission after revocation. Under Regulation 6-2 (Discipline Committee), a member whose license has been revoked may seek reconsideration only after at least five years, and must demonstrate a “material change in circumstances that makes the decision or order… unnecessary.” Regulation 7-1 (Admission to Membership, Obligations and Standing) further provides that a previously revoked member “shall not be readmitted except in extraordinary circumstances,” at the discretion of the decision-maker and on any conditions considered appropriate. The applicant bears the onus of proving good character and satisfying these stringent thresholds. Separately, the statutory appeal structure under the CPAO Act provides that decisions of the Discipline Committee may be appealed to an Appeal Committee. However, the Appeal Committee is not to conduct a rehearing; it is confined to the record and may only interfere if the Discipline Committee’s decision is “unreasonable.” The legislature has thus deliberately required the Appeal Committee to show considerable deference to the first-instance panel, especially on fact-intensive issues like good character.
The reconsideration hearing: good character and the Armstrong factors
In 2024, more than a decade after his conviction and several years after his revocation, Mr. Siddiqi applied for readmission. This required a reconsideration of the original revocation order by a Discipline Committee panel. The sole issue before that panel was whether, on a balance of probabilities, he had established that he met the good character requirement for readmission. The panel applied the well-known Armstrong factors, commonly used in professional good character assessments: the nature and duration of the misconduct; the presence and quality of remorse; rehabilitative efforts and their success; conduct since the misconduct; and the passage of time. On the first factor, the majority stressed the seriousness and extended nature of the fraud. They characterized the conduct as a series of ethical failures over roughly fifteen months, integral to a deliberate scheme to obtain loans under false pretences. The majority emphasized that these were not victimless offences; the fine did not make the victims whole, and the overall loss remained in excess of $700,000. They also noted that he did not self-report at the time but only came to the regulator’s attention after criminal charges. On remorse, the panel recognized an important constraint: an applicant who continues to maintain their innocence of the criminal offences cannot be compelled to confess guilt. Accordingly, they limited their assessment to his admitted actions and failures to act within the fraudulent scheme. The panel accepted that he acknowledged having transferred funds from unknown sources to his co-accused and to unknown parties in Iran without appropriate inquiries, describing this as a breach of his fiduciary duty. Nonetheless, the majority concluded that his evidence focused primarily on the toll the proceedings and revocation had taken on him and his family, rather than on the harm suffered by the banks, the Industry Canada program, or public confidence in the profession. They found notably absent any real insight into the broader impact of his conduct on the victims or on the reputation of chartered professional accountants. Character witnesses did not fill this gap, and the panel found that references to “remorse” in letters were vague and unsupported by concrete detail. On rehabilitation, the panel accepted that he had held trusted roles, continued to contribute to his community, and complied with continuing professional development requirements. However, they treated the extra professional development hours as relatively neutral, since such education is a general obligation of membership and there was no evidence those courses were specifically directed at understanding fiduciary duties or the nature of his past misconduct. As to post-misconduct conduct, the panel agreed there had been no new wrongdoing and that he had been trusted by clients and colleagues, which weighed in his favour. On the passage of time, the majority started the clock from the revocation decision in 2018 rather than from the 2005–2006 misconduct. They reasoned that a material change had to be assessed against the circumstances at revocation, including his then-limited acceptance of responsibility. Given the seriousness of the fraudulent conduct and what they viewed as his continuing lack of sufficient insight into its impact, the majority concluded that insufficient time had passed since revocation to demonstrate a fundamental shift in character. The dissenting member took a different view, emphasizing the absence of any further misconduct over approximately twenty years, his deep community involvement, and his payment of the substantial fine. In that member’s view, these elements showed that he was, at the time of the hearing, of good character and had made considerable efforts to rebuild his life and reputation.
The Appeal Panel’s intervention and its approach to reasonableness
On appeal, the CPAO Appeal Committee applied its own statutory reasonableness standard to the Reconsideration Decision, making clear that the appeal was not a rehearing and was to be decided on the record. The Appeal Panel accepted several of the grounds advanced by Mr. Siddiqi. It was critical of the Reconsideration Panel’s treatment of the passage of time, taking the view that the focus should be less on when the revocation occurred and more on the totality of his rehabilitative efforts since conviction. It considered that the panel’s emphasis on his “poor insight” at the time of revocation unduly overshadowed his subsequent conduct and his right to maintain innocence of the criminal charges. The Appeal Panel also faulted the Reconsideration Panel for, in its view, unfairly discounting: the fact that the Crown had sought a fine rather than restitution and that he had paid the fine at significant personal cost; the character letters, including those submitted through public invitation; and his additional hours of continuing professional development above the minimum requirement. It regarded the panel’s comments about the crime not being victimless and the unpaid portion of the loss as misdirected, reasoning that the allocation of fine proceeds by the criminal justice system was not relevant to assessing his rehabilitative efforts. On remorse, the Appeal Panel pointed to documentary and testimonial evidence the Reconsideration Panel had not, in its view, adequately credited, such as a written declaration in which he acknowledged his obligations to the profession, the courts, the public, and his family, stated that his conduct fell below the required standard, and expressed genuine remorse. It also noted his statements about breaching public trust in handling the funds and living with that breach daily, and the references in support letters to his remorse. Overall, the Appeal Panel concluded that the Reconsideration Panel had placed disproportionate emphasis on the way in which he expressed remorse, and insufficient emphasis on the totality of his rehabilitative conduct over approximately twenty years. It found that misapprehensions and undervaluation of parts of the record rendered the Reconsideration Decision unreasonable and, on that basis, allowed the appeal and ordered the Registrar to readmit him as a CPAO member.
Divisional Court review: standard of review and appellate restraint
The Professional Conduct Committee (PCC) sought judicial review in the Divisional Court, arguing that the Appeal Panel had not applied a true reasonableness review and had instead substituted its own assessment of the facts for that of the Reconsideration Panel. The Court framed its task as reviewing the Appeal Decision, not re-deciding the good character question itself. Drawing on the Supreme Court of Canada’s framework in Vavilov, the Court stressed that reasonableness review concerns both outcome and reasoning: the decision must be transparent, intelligible, and justified in light of the statutory scheme and evidentiary record. Critically, a body conducting reasonableness review is not permitted to reweigh and reassess the evidence absent exceptional circumstances such as a fundamental misapprehension of the record, reliance on evidence not before the decision-maker, or ignoring key evidence. The Court noted that the CPAO statutory scheme entrenches deference twice: first, by vesting the initial good-character assessment and discretion to readmit only in the Discipline Committee; and second, by limiting the Appeal Committee’s power to intervene to cases where the original decision is “unreasonable.” This structure signaled a legislative intent that the Appeal Committee, like a reviewing court, respect the Discipline Committee’s factual assessments and discretionary balancing when they fall within a range of acceptable outcomes.
Evaluation of remorse, rehabilitation, and character evidence
Applying these principles, the Divisional Court carefully examined what the Reconsideration Panel had actually done. On remorse and insight, the Court accepted that the panel recognized his right to maintain innocence of the criminal charges and explicitly confined its assessment to his admitted conduct. After live testimony, the entire panel—including the dissenting member—concluded that his focus remained predominantly on the impact of the proceedings on himself and his family rather than on the harm to the banks, Industry Canada, or the reputation of the profession. The Court held that this was a quintessential assessment of demeanour, credibility, and weight of evidence, squarely within the panel’s remit. The mere fact that documentary statements and letters spoke of “remorse” did not require the panel to accept those at face value when, having heard the witnesses, it was not persuaded that he had developed the necessary insight into the wider consequences of his conduct. The Court found no fundamental misapprehension of evidence. Instead, it held that the Appeal Panel had done precisely what a reasonableness reviewer must avoid: it engaged in its own weighing of the same evidence (particularly the declaration, character letters, and CPD hours) and preferred a different interpretation. On rehabilitation, the Divisional Court observed that the Reconsideration Panel did not dispute that he had been a “beloved pillar and leader” in his community, that he had maintained stable and trusted employment, and that he had not reoffended. Those facts were plainly accepted. The question, however, was whether such rehabilitation, considered together with the seriousness and nature of the fraud and his level of insight, met the demanding thresholds of “material change in circumstances” and “extraordinary circumstances” required by the Regulations. In the Court’s view, the Reconsideration Panel reasonably concluded that, given the seriousness of the misconduct and the ongoing concerns about insight and remorse, the high bar had not been met, even in the face of compelling evidence of community service and positive character. The Court acknowledged that the Reconsideration Panel may have erred in criticizing him for not self-reporting at a time when he did not appreciate his conduct as criminal, but it held that this point was not central enough to undermine the overall reasonableness of the decision. Likewise, it was not irrational for the panel to consider the fact that the victims had not been fully compensated as relevant to public confidence in the profession: the public might reasonably expect that a professional who had participated in a large-scale fraud would, where possible, fully compensate the losses before being readmitted.
Public confidence, the AA decision, and the policy purpose of good character
The Divisional Court also emphasized broader policy considerations. It drew on the Ontario Court of Appeal’s decision in Law Society of Ontario v. AA, which addressed a similar good-character licensing context in the legal profession. In AA, the Court of Appeal held that it is not enough for a tribunal simply to recite and apply the Armstrong factors; it must also grapple explicitly with how granting a licence is consistent with maintaining public trust and confidence in the profession. The Divisional Court found that the CPAO Reconsideration Panel had, in substance, done this by linking remorse, insight, and the seriousness of the fraud to the profession’s reputation and public confidence. By contrast, the Appeal Panel, after re-evaluating several Armstrong factors, concluded that he should be readmitted without clearly explaining how readmission, in the circumstances of a serious financial fraud going to the core of the profession’s ethical obligations, would align with the paramount objective of protecting the public and upholding confidence in chartered professional accountants. This omission further undermined the reasonableness of the Appeal Decision.
Final outcome and monetary award
In the result, the Divisional Court held that the Appeal Panel had not properly performed a reasonableness review and had impermissibly substituted its own preference on contested factual and evaluative issues. It concluded that there was no basis to find the Reconsideration Decision unreasonable when read as a whole, and that the Discipline Committee’s refusal to find Mr. Siddiqi of good character and to readmit him fell within a range of acceptable, defensible outcomes under the CPAO’s legislative and regulatory framework. The Court therefore allowed the application for judicial review brought by the Professional Conduct Committee, set aside the CPAO Appeal Decision, and restored the original Reconsideration Decision denying readmission. The PCC was the successful party and was awarded its costs of the judicial review, fixed at $12,000 on an all-inclusive basis, with no other damages or monetary awards ordered in its favour.
Applicant
Respondent
Court
Ontario Superior Court of Justice - Divisional CourtCase Number
706/25Practice Area
Administrative lawAmount
$ 12,000Winner
ApplicantTrial Start Date