The recent Ontario Superior Court decision in Matlow v. Toronto Zionist Council c.o.b. Camp Shalom examines the rights of a third-party community group to intervene in private litigation involving governance disputes within a separate not-for-profit organization (NFP). The case demonstrates that courts may allow stakeholders within a charitable or NFP organization to be added as a party to litigation where issues relating to governance, membership, and the use of charitable property are at stake.
The defendant, Toronto Zionist Council (“TZC”), is an NFP with a mandate to “increase or spread the growth and propagation of Zionism in the said City of Toronto and its environs” established in approximately 1907. Its primary assets include Camp Shalom, an overnight summer camp for Jewish children operating in Gravenhurst, Ontario since 1948 (the “Camp”) and a commercial building in Toronto used as its office, with spaces leased to other organizations (the “Toronto Commercial Property”) (collectively, the “Charitable Property”).
In approximately 1994-1995, TZC assumed control of the Camp and its operations as a result of a dispute with the Camp Shalom Committee which had formerly operated the Camp.
In 2022, the plaintiffs, David Matlow and Robert Feldman, both individuals with long-standing ties to TZC and the Camp, commenced a legal action against TZC alleging, among other things, that TZC improperly restricted membership to individuals whose views on Zionism aligned only with the current directors in violation of TZC’s corporate objects. The plaintiffs claimed that this had created what they described as a “closed society” that was contrary to TZC’s historical approach, which was more accepting of diverse perspectives regarding Zionism.
In response to the litigation, Friends of Shalom (“FOS”), a separate NFP, was established in April 2025 for the purpose of intervening in the action to represent approximately 155 parents of current campers, Camp alumni, and former Camp staff … FOS sought to represent the interests of the Camp community, arguing that their voices were being excluded from TZC’s governance and that Camp revenues were being diverted to non-Camp activities.
FOS sought leave to intervene in the litigation based on Rule 13.01 of Ontario’s Rules of Civil Procedure, RRO 1990, Reg 194 which states:
- “(1) A person who is not a party to a proceeding may move for leave to intervene as an added party if the person claims,
- (a) an interest in the subject matter of the proceeding;
- (b) that the person may be adversely affected by a judgment in the proceeding; or
- (c) that there exists between the person and one or more of the parties to the proceeding a question of law or fact in common with one or more of the questions in issue in the proceeding.
- (2) On the motion, the court shall consider whether the intervention will unduly delay or prejudice the determination of the rights of the parties to the proceeding and the court may add the person as a party to the proceeding and may make such order as is just.”
Despite opposition from TZC, the Court determined the requirements in Rule 13.01 were met and granted FOS leave to intervene. While the Court acknowledged that the threshold for intervention in private disputes is typically “more onerous,” it found that FOS met the legal requirements for several key reasons, including:
- FOS had a genuine interest in the litigation which directly related to TZC’s governance of the Camp, the use of the Charitable Property, and the role of the Camp community in organizational decision-making
- The community of current and past Camp families have an interest due to the Camp’s historical, religious, and cultural importance, in the Jewish and Zionist communities in the Greater Toronto Area.
The Court did, however, limit FOS’s participation to issues regarding governance and the Charitable Property barring FOS from introducing broader operational or security-related matters unrelated to the plaintiffs’ claims.
Although this decision dealt only with procedural intervention rights in the context of litigation, it demonstrates that courts recognize that governance disputes concerning charities and NFPs can extend beyond those that are internal to the organization and can directly affect broader stakeholder communities that are beneficiaries and participants in the organization’s programs.