TORONTO — The co-founder and former chief technology officer of Toronto-based fintech scaleup Plooto is suing the company and four of its board members claiming they violated his right to reinstate the firm’s former CEO to the board after he was acquitted of a sexual assault charge.

In an application filed in Ontario Superior Court on Nov. 12, co-founder Serguei Kloubkov alleges Plooto’s directors breached his shareholder agreement—which gives him the exclusive right to appoint and remove two directors—by voting to remove Hamed Abbasi from the board in August. 

The application names Plooto and four directors: board chair Albert Wahbe, John Philpott, Ben Cukier and CEO John McLane. None of the allegations have been tested in court.

Kloubkov announced his departure from the company and his lawsuit against it in a LinkedIn post on Monday. “Although it saddens me deeply and despite my genuine efforts to resolve these matters amicably, the board has left me with no choice but to seek relief through legal means,” he wrote.

Plooto and the directors named in the case have not filed a response to Kloubkov’s application and did not respond to The Logic’s request for comment by publication time.

Carlo Di Carlo, a lawyer at Stockwoods LLP representing Kloubkov, said his client “looks forward to addressing the marginalization of his role and rights at the company at court.” 

Abbasi, who co-founded Plooto with Kloubkov in 2015, resigned as CEO and board director in March 2024, after he was charged with alleged sexual assault in November 2023. At the time of his departure, the company agreed that Abbasi could return to the board if he was acquitted, according to Kloubkov’s filing. Abbasi’s board seat was left vacant and he was allowed to attend board meetings while the trial took place. 

A Toronto judge found Abbasi not guilty of the charges in April 2025. On Aug. 15, the company held a special shareholder meeting to vote on Abbasi’s return to the board. While just 31.8 per cent of shareholders supported his election, Kloubkov claims his alleged veto rights meant Abbasi could return, anyway. Immediately after, shareholders voted in favour of a separate resolution to remove Abbasi, according to the court filing. 

Kloubkov claims Abbasi’s removal was invalid. According to the court filing, Kloubkov—who holds “common majority” rights under Plooto’s unanimous shareholders’ agreement—says he personally had to approve any change to Abbasi’s board status. By proceeding without his consent, he argues, the directors violated the agreement.

A week after the vote, Kloubkov claims he was removed as chief technology officer without cause. He claims his dismissal was reprisal for trying to exercise his rights to appoint Abbasi. Kloubkov remains a director, after refusing the company’s request for his departure. 

Kloubkov also claims the company was preparing to acquire a United Arab Emirates-based firm, Pluto Financial Services, in a deal that would dilute his ownership below the threshold required to maintain his common majority rights. He claims there was no good business case for the acquisition and that it was “designed and timed to dilute his interest in the company and further frustrate his ability to exercise his rights” under the shareholder agreement. 

Abbasi’s criminal case placed significant pressure on Plooto. At the time of his resignation last year, Plooto said he had stepped away from executive and board duties but would continue attending board meetings. The new filing asserts that this arrangement was conditional on the outcome of the criminal case and accuses Plooto of failing to honour its commitment once Abbasi was cleared.

Kloubkov is asking the court to find that Plooto and four of its directors acted in bad faith and breached his shareholder agreement. He is also seeking a ruling invalidating the August vote to remove Abbasi.

Update: A statement from Kloubkov’s lawyer has been added.