Cormpilas v. 1490565 Ontario Limited

CITATION: Cormpilas v. 1490565 Ontario Limited, 2022 ONSC 119

COURT FILE NO.: CV-19-00000639-0000

DATE: 2022 01 10

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

)

ANGELIKI CORMPILAS and

) T. Evangelidis for the Plaintiffs

ANGELIKI CORMPILAS AS AN

ESTATE TRUSTEEE FOR THE

ESTATE OF BARBARA IOANNIDIS

)

Plaintiffs )

)

- and -

)

1490565 ONTARIO LIMITED,

) C. Tonks for the Defendants

1490408 ONTARIO LIMITED, 762519 )

ONTARIO LIMITED, MASTER

STEAKS LIMITED, 2009270

ONTARIO LTD., BILL IOANNIDIS,

JOHN IOANNIDIS and PETER

IOANNIDIS

)

Defendants )

)

) HEARD: September 22 and 23,

) 2021

JUDGMENT

Ricchetti J.

THE MOTIONS.............................................................................................................................. 6

THE PLAINTIFFS’ CLAIMS ........................................................................................................ 7

OVERVIEW ................................................................................................................................... 9

ISSUES ......................................................................................................................................... 13

FACTS AND DISCUSSION........................................................................................................ 13

Master Steaks............................................................................................................................ 13

Master Steaks Holdco ............................................................................................................... 14

Truckers Haven......................................................................................................................... 14

Plaza.......................................................................................................................................... 15

Truckers Haven Holdco ............................................................................................................ 15

Barbara’s Estate ........................................................................................................................ 16

Gregory’s Estate........................................................................................................................ 16

The Events ................................................................................................................................ 17

The Estate Freezes and Mr. Dimakos ................................................................................... 17

Mr. Stamatopoulos................................................................................................................ 22

The two Estate Freezes from 2002 to 2012 .......................................................................... 24

Barbara’s Death (May 2, 2012)- the Estate Freezes revealed............................................... 25

The 2012/2013 investigation of the Master Steaks estate freeze.......................................... 25

Accepting the Master Steaks estate freeze in 2013............................................................... 31

Angie Acknowledges the Master Steaks Estate Freeze ........................................................ 33

Angie’s responsibility for corporate and accounting............................................................ 33

Removal of Gregory as Director........................................................................................... 35

The 2016 Redemption of Angie’s Preference Shares in Master Steaks Holdco................... 35

Dispute over Distribution of the Trucker’s Haven’s VTB proceeds .................................... 37

Gregory’s Death (November 4, 2017) .................................................................................. 40

The November 16, 2017 Truckers Haven Directors Meeting............................................... 40

Angie Challenges Gregory’s Will......................................................................................... 41

January 16, 2018 Shareholders Meeting............................................................................... 41

The Continuing VTB distribution dispute ............................................................................ 42

Angie’s Specific Disputed Truckers Haven’s Loans............................................................ 43

The Construction Loan ..................................................................................................... 43

Real Estate Commission ................................................................................................... 45

The Master Steaks Loan.................................................................................................... 45

Barbara and Gregory’s Loans ........................................................................................... 46

Conclusion ........................................................................................................................ 47

Truckers Haven Holdco Dividends post 2017.......................................................................... 47

Declared and Unpaid Dividends............................................................................................... 48

ANALYSIS................................................................................................................................... 49

Preliminary Issues..................................................................................................................... 49

Allegations against Mr. Mark Rush...................................................................................... 49

Angie’s Conflict.................................................................................................................... 51

Summary Judgment Test........................................................................................................... 52

Conclusion on Summary Judgment ...................................................................................... 55

Conclusion on Partial Summary Judgment........................................................................... 57

Credibility ................................................................................................................................. 58

Mr. Dimakos ......................................................................................................................... 59

Mr. Stamatopoulos................................................................................................................ 60

Peter Ioannidis ...................................................................................................................... 61

Angeliki Cormpilas............................................................................................................... 61

I. Master Steaks Estate Freeze .................................................................................................. 70

The Estate Freeze.................................................................................................................. 70

Regularizing the Master Steaks Estate Freeze...................................................................... 73

The Alleged Misrepresentations ........................................................................................... 76

The Validity of the Master Steaks Estate Freeze.................................................................. 83

Redemption of Angie’s Master Steaks Holdco Preference Shares................................... 84

Lack of Dividends from Master Steaks’ Business............................................................ 87

Conclusion Regarding Angie’s Master Steaks’ claims......................................................... 89

II. Truckers Haven’s Distribution of VTB................................................................................ 89

The Positions of the Parties................................................................................................... 89

The Issues.............................................................................................................................. 91

Overview............................................................................................................................... 91

A Reasonable Business Decision.......................................................................................... 92

Angie’s Issues with the VTB distribution............................................................................. 94

(a) The Master Steaks Loans............................................................................................. 98

(b) The Barbara and Gregory Loans ............................................................................... 104

(c) Lack of director resolutions declaring dividends ...................................................... 110

(d) No declaration of dividends within four months of the Y/E..................................... 112

(e) Unpaid Real Estate Commissions ............................................................................. 114

(f) Unpaid interest on the $350,000 mortgage................................................................ 118

(g) Unpaid Construction Loan ........................................................................................ 119

(h) Unpaid Interest on the VTB distribution................................................................... 121

(i) Payment of the Additional Probate Tax for Barbara’s estate..................................... 122

(j) Failed to obtain her consent to the distribution.......................................................... 123

Unpaid 2017 Dividends ...................................................................................................... 123

Audit to confirm the VTB loans ......................................................................................... 123

Conclusion on VTB Distribution........................................................................................ 125

III. Oppression/Unfair Prejudice/Unfair Disregard ................................................................ 126

Corporate Changes.............................................................................................................. 130

The Directors’ Approval of the 2017 Financial Statements ............................................... 133

Approving the VTB monies payout.................................................................................... 134

Other Allegations of Oppression ........................................................................................ 135

i) Master Steak’s business............................................................................................... 135

ii) VTB Distribution........................................................................................................ 135

iii) Lack of Dividends from Truckers Haven Holdco..................................................... 136

iv) Refusal to call an annual general meeting................................................................. 139

v) Refusal to appoint an Auditor..................................................................................... 140

vi) Refusal to produce bank statements for Master Steaks............................................. 143

vii) Removal as director of Trucker’s Haven companies ............................................... 143

Conclusion on Oppression.............................................................................................. 144

Other Relief Claimed .......................................................................................................... 145

i) Inspector and Investigation (s. 161 OBCA) ................................................................ 145

Security Holder ........................................................................................................... 146

A prima facie case....................................................................................................... 147

It is not appropriate to appoint an inspector or order an investigation ....................... 149

ii) Manager (s. 246(1) OBCA)........................................................................................ 151

iii) Monitor...................................................................................................................... 153

Removal of Mr. Stamatopoulos.......................................................................................... 153

Repayment of fees............................................................................................................... 154

IV. Removal of Counsel ......................................................................................................... 154

i) Removal of PDC Generally............................................................................................. 154

Lawyer as Witness.......................................................................................................... 158

Conflict of Interest .......................................................................................................... 160

Prior Retainer.................................................................................................................. 162

Estate Trustee claim for privilege................................................................................... 163

Conclusion on Removal of PDC..................................................................................... 164

ii)Removal of PDC for both the Corporate and Individual Defendants ............................. 164

iii) Individual Defendants should pay their own fees ......................................................... 168

V. Production of all Financial Records from 2017 to trial ..................................................... 170

VI. Communications only Through Counsel.......................................................................... 171

CONCLUSION........................................................................................................................... 171

COSTS........................................................................................................................................ 173

THE MOTIONS

[1]

[2]

There were several motions heard during the two-day hearing.

The Plaintiffs brought a motion on March 3, 2021. The Plaintiffs materials

were extensive consisting of thousands of pages and hundreds of exhibits. There

were cross examinations and a 43-page factum. There was a further 26-page

factum to respond to the summary judgment cross motion. The relief in the

Plaintiffs’ motion is, by any stretch of the imagination, extensive, and wide ranging

as can be seen from the 46 separate claims advanced in the Statement of Claim.

[3]

The Defendants brought a summary judgment cross-motion, essentially to

dismiss the Plaintiffs claims on April 7, 2021. Again, there were thousands of

pages of materials and exhibits. A 33-page factum on its motion, and a 24-page

responding factum to the Plaintiff’s motion.

[4]

While productions had been made, examinations for discovery have not

taken place in this proceeding. Neither party sought an adjournment of these

motions until after the discoveries were completed. Both parties were content to

rely on the documents in their possession, extensive productions by way of

Affidavits of Documents (and several supplementary Affidavits of Documents),

their affidavits filed on these motions, and extensive cross-examinations. As such,

it is not open to either side to allege that more information or documentation could

or would be available later. The parties chose to rely on this evidentiary record for

the purpose of these motions.

[5]

Angie, in her personal capacity and, purportedly, as an Estate Trustee for

Barbara Ioannidis, commenced this proceeding on February 11, 2019.

[6]

Angie did NOT have the consent of the two other Estate Trustees to bring

this application, nor is there an order permitting her to bring this application in her

representative capacity. I have some concerns regarding Angie’s representative

capacity set out below and will deal with this issue when dealing with costs and

determining how the matter should proceed after this decision is rendered.

THE PLAINTIFFS’ CLAIMS

[7]

The Plaintiffs advanced various claims, which can generally be summarized

as:

a) Various oppression remedies under the Ontario Business Corporations

Act, R.S.O. 1990, c. B.16 ("OBCA");

b) Declaratory relief that the Master Steaks estate freeze (described below)

did not occur, was not valid and ancillary relief based on that claim;

c) Damages for “oppression, breach of fiduciary duty, breach of standard of

care, fraud and conversion relating to the actions of the Individual

Defendants”;

d) Judgment against all the Defendants for:

i. $156,000 for Unpaid Real Estate Commission described below;

ii. $277,000 for Unpaid Construction Loan described below;

iii. $30,114 for unpaid interest on a $350,000 Mortgage described

below;

iv. $7,215 for interest in the delay of receipt of her share of the Vendor

Takeback Mortgage (“VTB”) distribution described below; and

v. $46,950 on account of a “2017 dividend balance”;

e) Various trust claims based on loans paid by Truckers Haven Limited to

Master Steaks Limited, Gregory Ioannidis, Barbara Ioannidis, additional

Barbara Ioannidis’ estate taxes and the return of legal fees paid to Prouse,

Dash and Crouch LLP (“PDC”); and

f) Removing Peter and Bill Ioannidis as Estate Trustees for Barbara

Ioannidis.

OVERVIEW

[8]

This is a messy, complicated and highly acrimonious family dispute over a

20-year period, involving several corporations, estate freezes, corporate decisions

and authorized transactions.

[9]

On one side is Angie Ioannidis, the sole daughter of successful immigrant

parents. On the other side is her brothers, Bill Ioannidis (Bill), John Ioannidis

(John) and Peter Ioannidis (Peter) (collectively “the Sons”). I will refer to all four

as the “Children”.

[10]

Unfortunately, at the root of this family dispute is money. Angie

challenges the manner her parents chose to deal with the fruits of their hard work

during their life and on their death.

[11]

The parents of Angie, Peter, John and Bill were Barbara (“Barbara”)

and Gregory Ioannidis (“Gregory”). Barbara and Gregory were hard working

parents who started a very successful restaurant/butcher shop called “Master

Steaks”. Master Steaks permitted them to invest in other business ventures

including a gas station, a plaza, and development land through several

corporations generally referred to as the Truckers Haven businesses.

[12]

Barbara and Gregory ran their businesses as they saw fit until

Barbara’s death in 2012.

[13]

When Barbara died, the Children learned that their parents had

completed two estate freezes in 2001 and 2002 – one for their investment

businesses (“Truckers Haven businesses”) and one for the Master Steaks

business.

[14]

At the heart of one central dispute is that Master Steaks estate freeze

was for the benefit the Sons (excluding Angie) and a Truckers Haven estate freeze

was for the benefit all four Children.

[15]

Part of the Truckers Haven businesses, the gas station that Gregory

and Barbara built, was sold in 2007 for almost $4,000,000. The majority of the

purchase price was a VTB for approximately $3,400,000 held by Truckers Haven

maturing in 10 years. Truckers Haven’s businesses continued to hold other assets

– a plaza and vacant lands.

[16]

Angie was left out of the Master Steaks’ business. Angie had difficulty

accepting that her parents would do this to her. She challenged the Master Steaks

estate freeze when she found out about it after her mother’s death in 2012.

Investigations were done by lawyers and accountants. Eventually, in 2013, Angie

accepted the estate freezes implemented by her parents. Angie, Gregory and her

brothers signed documents to retroactively regularize any corporate documentary

shortcomings in both estate freezes.

[17]

Nevertheless, there remained unresolved issues between Angie and

her father, Gregory. The Master Steaks business and the Truckers Haven

business continued to carry on business. In 2017, the VTB mortgage matured and

was fully repaid in the amount of approximately $3.4 million dollars (“VTB monies”).

[18]

Then a significant dispute arose regarding the distribution of the VTB

monies. Angie realized that her brothers would get a larger share of the distribution

of the VTB monies based on their shareholding in the family companies. Animosity

between Angie and her brothers became a very significant problem.

[19]

Before the VTB distribution dispute was resolved in 2018, Gregory

died. Gregory left his estate to Peter and John. Angie was left out again. Initially,

Angie challenged Gregory’s will, then gave up.

[20]

Now, in this proceeding and shortly after the death of her father, Angie

commenced this action and again challenges the validity of the Master Steaks

estate freeze and the consequences of the decisions her parents made in early

2001/2002 and in her father’s will. At the heart of Angie’s claims is to undo Barbara

and Gregory wishes, estate planning, the results of their testamentary distribution

and the consequences of those decisions.

[21]

As for the distribution of the Truckers Haven VTB monies, Angie

seeks to challenge long-outstanding loans owed to Master Steak and to her

deceased parents. Further, she now makes claims that she is owed unpaid and

unrecorded loans dating back to 2007.

[22]

Angie claims she is oppressed and advances various claims to

remove her brothers from the companies and as trustees of her mother’s estate,

appoint herself as the sole director of the companies, have auditors and

investigators review the corporate financial records, even seeking an order that a

receiver - manager be appointed or that she be bought out by her brothers.

[23]

Angie alleges forgery, oppression, fraud, conversion, and breach of

fiduciary duty. Angie blames many persons for what happened from the

accountants, to the lawyers, to her brothers and so on.

[24]

Given that the claims cover multiple companies and issues over 20

years, by necessity the affidavits and documents filed on these motions was

extensive, and the allegations many. Hence, regrettably, the need for these long

reasons. Many of the claims are based on Angie’s bald statements and

speculation. Fortunately, the necessary and material facts are clear from the

documentary evidence and uncontradicted evidence of several affiants.

[25]

For the following reasons, I am satisfied that Angie’s claims regarding

Master Steaks and the VTB monies, along with much of the remaining relief

including oppression, is dismissed for the reasons that follow.

ISSUES

[26]

There are a number of core issues in these motions:

I. Master Steaks estate freeze.

II. Truckers Haven VTB monies distribution.

III. Oppression and related remedies.

IV. Removal of Counsel.

FACTS AND DISCUSSION

Master Steaks

[27]

In the late 70’s, Barbara and Gregory established and operated a

restaurant and butcher shop named Master Steaks (“Master Steaks”).

[28]

Master Steaks Limited was incorporated in 1986. Barbara and

Gregory were its sole shareholders, directors, and officers.

[29]

All the children worked at Master Steaks. Peter, John and Bill worked

and continue to work at Master Steaks. Angie ceased working at Master Steaks in

1987 having becomes a successful real estate agent.

[30]

Master Steaks’ shares are wholly owned by Master Steaks Holdco.

Master Steaks Holdco

[31]

2009270 Ontario Ltd. (“Master Steaks Holdco”) was incorporated in

February 2002 by Barbara and Gregory as part of an estate freeze.

[32]

The 300 Common Shares in Master Steaks Holdco are currently held

by Peter, John and Bill equally.

[33]

The 650,000 Preference Shares were held equally by Barbara and

Gregory until their deaths. Initially, there was confusion as to whether it was

325,000 or 225,000 shares each, but the confusion was resolved in 2013.

[34]

All the Preference Shares in Master Steaks Holdco are currently held

by Peter, Bill and John.

Truckers Haven

[35]

762519 Ontario Limited (“Truckers Haven”) was incorporated by

Barbara and Gregory in March 1988. Until 2001, Barbara and Gregory were the

sole shareholders, directors and officers.

[36]

Truckers Haven purchased land. A gas station was built, operated,

and sold in 2007.

[37]

[38]

Truckers Haven shares are wholly owned by Truckers Haven Holdco.

Truckers Haven continues to develop the remaining vacant lands.

Plaza

[39]

1490804 Ontario Limited (“Plaza”) was incorporated in August 2001

by Barbara and Gregory for the purpose of acquiring property and building a retail

plaza in Georgetown.

[40]

Plaza continues to own the plaza which generates revenue. The

Children are currently officers and directors of Plaza.

[41]

Plaza’s shares are wholly owned by Truckers Haven Holdco.

Truckers Haven Holdco

[42]

1490565 Ontario Limited (“Truckers Haven Holdco”) was incorporated

in August 2001 by Barbara and Gregory for an estate freeze.

[43]

As part of the estate freeze, Truckers Haven Holdco became the sole

shareholder of Truckers Haven and Plaza.

[44]

As will be seen below, given that the estate freeze benefitted all four

Children, Angie does not dispute that the Truckers Haven estate freeze took place

in 2001.

[45]

Each of Peter, John, Bill and Angie hold 100 Common Shares in

Truckers Haven Holdco.

[46]

The 650,000 Preference Shares in Truckers Haven Holdco were,

initially, held equally by Barbara and Gregory.

[47]

325,000 Preference Shares went to the Estate of Barbara and were,

eventually, distributed equally to all four children.

[48]

The other 325,000 Preference Shares went to the Estate of Gregory

and were distributed equally to Peter and John.

[49]

Angie currently holds 81,250 Preference Shares in Truckers Haven

Holdco while her brothers own cumulatively 568,750 Preference Shares in

Truckers Haven Holdco.

Barbara’s Estate

[50]

Pursuant to Barbara’s will, her Preference Shares in Truckers Haven

Holdco and any other assets were to be divided equally amongst the four Children.

[51]

Angie, Peter and Bill are Barbara’s Estate Trustees.

Gregory’s Estate

[52]

[53]

Peter and John are Gregory’s Estate Trustees.

Under Gregory’s Will, Peter and John each received equal amounts

of Gregory’s Preference Shares in Trucker’s Haven Holdco and Master Steaks

Holdco.

[54]

The result that Peter and John now hold the majority of the voting

shares in Truckers Haven Holdco.

[55]

Angie submits that there is no distribution provision for Master Steaks’

shares in Gregory’s will. That is correct. Gregory had no such shares in Master

Steaks because of the estate freeze. Gregory only held shares in Master Steaks

Holdco and did dispose of his Master Steaks Holdco shares to Peter and John.

The Events

The Estate Freezes and Mr. Dimakos

[56]

Essentially, an estate freeze is where the shareholders implementing

the estate freeze acquire redeemable Preference Shares (at the then current value

of the corporation) in a holding company and transfer their Common Shares in the

operating company to the holding company. The holding company then issues

common shares to the person(s) who will acquire the subsequent appreciation of

the operating company. In many cases, the shareholders implementing the estate

freeze maintain control through the larger number of voting/redeemable

Preference Shares in the holding company. Since the Preference Shares are

redeemable at a fixed price, their value does not appreciate. This results in the

taxable appreciation only accruing to the common shareholders in the holding

company. The Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), recognizes this as

a valid method of estate planning.

[57]

In 2001, Strath Dimakos was the accountant for Barbara and Gregory

and their companies.

[58]

In mid-2001, Mr. Dimakos recommended a s. 85 Income Tax Act

estate freeze. Barbara and Gregory started to discuss estate planning for the

Master Steaks and Truckers Haven businesses.

[59]

Initially, Mr. Dimakos was instructed to proceed with the estate freeze

for the Truckers Haven businesses with the beneficiaries of the estate freeze to be

all four Children.

[60]

Barbara and Gregory’s lawyer incorporated Truckers Haven Holdco

in August 2001. There was some urgency to complete this estate freeze prior to

the development of a gas station on the property held by Truckers Haven. In 2002,

the appropriate T2057 (the necessary form to be filed for an estate freeze with

Revenue Canada) was executed by Barbara and Gregory and filed with Revenue

Canada. In addition, a rollover agreement for the changes in their shareholdings

to affect the estate freeze was also executed by Barbara and Gregory. The

Truckers Haven estate freeze resulted in the Common Shares in Truckers Haven

Holdco being distributed equally to the four children and the Preference Shares to

Barbara and Gregory.

[61]

Sometime later, Mr. Dimakos received instructions to proceed with the

Master Steaks estate freeze with the “business to go to their sons Peter, John and

Bill”. Mr. Dimakos retained Mr. William Tatsiou to do the corporate work. Mr.

Dimakos wrote to Mr. Tatsiou on November 16, 2001 setting out his discussions

with and instructions from Barbara and Gregory regarding the Master Steaks

estate freeze. Mr. Tatsiou incorporated Master Steaks Holdco for the Master

Steaks estate freeze.

[62]

Angie takes this initial delay by her parents as evidence that the

Master Steaks estate freeze did not take place. I reject this speculative and

erroneous submission given the overwhelmingly clear evidence from numerous

affiants and documentary evidence that Gregory and Barbara eventually came to

a decision to proceed with the Master Steaks estate freeze and proceeded to

implement and document the estate freeze.

[63]

At the time of the estate freezes, Mr. Dimakos created a handwritten

chart (“Diagram”) which sets out the two estate freezes, showing that all four

children were to participate in the Truckers Haven estate freeze but that only the

three sons were to participate in the Master Steaks estate freeze.

[64]

Mr. Dimakos testified why Barbara and Gregory implemented the

Master Steaks estate freeze in the manner they directed:

I understand that the validity of the Master Steaks Estate Freeze is in issue in the

litigation. I can candidly and honestly say that Barbara and Gregory did carry out

the Estate Freeze in respect of Master Steaks, and that they deliberately and

knowingly chose to exclude Angie from holding any common shares in Master

Steaks Holdco. I recall them explaining to me at the time that they made such a

decision based on the fact that the boys worked full time for Master Steaks, and

that Angie was successful in real-estate and did not work at the restaurant. They

indicated that Angie would be involved in the Truckers Haven side of the business

and she would be fine.

[65]

To obtain the signatures of Barbara and Gregory for the necessary

corporate documents for the estate freezes, Mr. Dimakos and Mr. Tatsiou (who is

now deceased), met with Barbara and Gregory at the Master Steaks restaurant in

or about February 19, 2002 to execute the necessary documents. Mr. Dimakos

witnessed the execution of the necessary documents. One of the documents was

a “rollover agreement”. Mr. Dimakos prepared a rollover agreement that was

signed for both the Master Steaks estate freeze and the Truckers Haven estate

freeze at that time. It was Mr. Dimakos’ practice to have multiple copies of

documents signed.

[66]

Mr. Dimakos also prepared the T2057 for the Master Steaks Holdco

estate freeze. The T2057 was signed by Barbara and Gregory at the same

meeting. The T2057 for Master Steaks’ estate freeze was then filed by Mr.

Dimakos with Revenue Canada in 2002.

[67]

Mr. Dimakos testified that both estate freezes were completed in

accordance with the wishes of Barbara and Gregory: The Truckers Haven Holdco

for the four Children and the Master Steaks Holdco for the Boys.

[68]

In 2013, after Barbara’s death, Mr. Dimakos was asked to locate any

documents with respect to the estate freezes. Mr. Dimakos could not locate his

extra copies of the signed executed rollover agreements. When these motions

arose, Mr. Dimakos looked in his storage facility and, on May 15, 2021, he located

the original rollover agreements for both the Master Steaks estate freeze (dated

February 19, 2002) and the Truckers Haven estate freeze (dated September 17,

2001, although he believes they were both signed at the February 2002 meeting)

executed at Master Steaks restaurant and witnessed by Mr. Dimakos and Mr.

Tatsiou.

[69]

Angie makes certain disparaging remarks regarding this late

discovery. However, there is no evidence that these documents are forged,

backdated or otherwise fraudulent. In fact, these documents are entirely

consistent with other contemporaneous documentary evidence and other

testimony, in particular the T2057’s filed with Revenue Canada in 2002, Mr.

Tatsiou’s reporting letter in 2002, the tax returns commencing 2002 based on the

financial statements, and the testimony of Mr. Stamatopoulos. Angie’s counsel,

during the motions expressly confirmed that he was “not suggesting” that the

rollover agreements located by Mr. Dimakos in 2021 are forged or backdated. I

am satisfied that the rollover agreements located in 2021 are original and were

signed by Barbara and Gregory in 2002, as stated by Mr. Dimakos.

[70]

As part of the Master Steaks estate freeze in February 2002, Barbara

and Gregory also executed three documents which expressly provided that each

of the three subscriptions for 100 Common Shares in Master Steaks Holdco were

expressly in trust for each of Peter, John and Bill. There is no similar subscription

for Angie.

[71]

After completing the corporate documents for the Master Steaks

estate freeze, Mr. Tatsiou reported, by letter dated February 11, 2002, confirming

that Barbara and Gregory now held Preference Shares in Master Steaks Holdco

and that they held 100 Common shares in trust for each of their sons. There is no

mention in Mr. Tatsiou’s reporting letter of Angie acquiring or holding any shares

in Master Steaks Holdco.

[72]

There is no dispute that the Trucker’s Haven estate freeze was also

completed, whereby the Truckers Haven estate freeze was for the benefit of all

four Children. Again, Barbara and Gregory held the Preference Shares in Truckers

Haven Holdco and continued to be the sole directors/officers of the Trucker’s

Haven businesses, while each of the four children, unknown to them as they were

held in trust by Barbara and Gregory, beneficially held 100 Common Shares in

Truckers Haven Holdco.

[73]

Mr. Dimakos ceased doing any accounting work for Gregory or

Barbara shortly after the completion of the estate freezes. Mr. Dimakos has not

done any work for the parties or the matters in dispute since that time.

Mr. Stamatopoulos

[74]

Mr. Stamatopoulos became Barbara and Gregory’s accountant in late

2002 or early 2003 and continued as their accountant until their death. At the same

time, Mr. Stamatopoulos also became the compilation accountant for the

Corporate Defendants and continues in that role until today.

[75]

At the time of the transition, Mr. Dimakos forwarded to Mr.

Stamatopoulos a copy of the Diagram. To repeat, the Diagram showed that Angie

was not a Common shareholder in Master Steaks Holdco, whereas her brothers

were. The Diagram also showed that all four Children were equal Common

shareholders in Truckers Haven Holdco.

[76]

Shortly after taking over the accounting work, Mr. Stamatopoulos

asked Barbara why there was a difference in the shareholdings in Master Steaks

Holdco and Truckers Haven Holdco. Mr. Stamatopoulos stated under oath:

Barbara advised me at that time, that they (she and Gregory) wanted the

“Master Steaks” business to go to “the boys”, being Peter, John Ioannidis

(“John”), and Bill Ioannidis (“Bill”), as they all worked at the restaurant for a

very long time and were paid very little in wages. She seemed genuinely

worried about her sons when she told me this.

Barbara told me that Angie did not work for Master Steaks and was doing very

well for herself as a real-estate agent, and that Angie was “fully aware of the

arrangement”. Barbara further advised me that Angie did not have an issue with it.

Thus, I can attest to the fact that both Gregory and Barbara presented

themselves to me as being wholly aware that they had carried out estate

freezes in respect of both Master Steaks and Truckers Haven, and that they

were explicitly aware that Angie would not be having any common shares in

the Master Steaks HoldCo.

[77]

Mr. Stamatopoulos’ evidence is clear, Gregory and Barbara were

“wholly aware” of the details of both estate freezes and were “explicitly aware” that

Angie would not have any shares in Master Steaks Holdco.

[78]

I reject Angie’s speculative evidence that Barbara didn’t agree, know,

or participate in the Master Steaks estate freeze. There is simply no evidence to

support this statement and overwhelming evidence to the contrary.

The two Estate Freezes from 2002 to 2012

[79]

From 2002 to 2012, Barbara signed tax filings on behalf of Master

Steaks Holdco. These tax filings were consistent with the existence and validity of

the Master Steaks estate freeze.

[80]

Mr. Stamatopoulos filed corporate taxes since 2003 on the basis that

the two estate freezes, Truckers Haven and Master Steaks, had been implemented

and were in effect. The tax filings have been accepted by Revenue Canada since

that time. Neither estate freeze has been challenged by Revenue Canada,

including when Revenue Canada audited the businesses in 2008.

[81]

There is no direct evidence that any of the Children knew that Barbara

and Gregory had implemented estate freezes for the Master Steaks and Truckers

Haven businesses (although Mr. Stamatopoulos suggested he was told by Barbara

that Angie was aware of and “ok” with the Master Steaks estate freeze). In the end,

Mr. Stamatopoulos’ suggestion makes no difference to the court’s decision on

these motions.

Barbara’s Death (May 2, 2012)- the Estate Freezes revealed

[82]

Barbara and Gregory continued to be the sole directors and decision

makers of all the family businesses until Barbara’s death in 2012.

[83]

Upon Barbara’s death, the four children found out about the two estate

freezes. The Children then commenced to take a more active role in the various

family businesses.

[84]

Angie is one of Barbara’s Estate Trustees (“Estate Trustee”). Peter

and Bill are the other Estate Trustees.

[85]

After Barbara’s death and finding out that she had been “cut out” of

the Master Steaks business, Angie states in her affidavit, “In 2012, I questioned

the validity of the 2002 Estate Freeze.”

The 2012/2013 investigation of the Master Steaks estate freeze

[86]

When incomplete corporate documentation for the Master Steaks

estate freeze was discovered, Angie continued to challenge the validity of the

Master Steaks estate freeze.

[87]

Angie wanted documentary proof that the Master Steaks estate freeze

had been implemented. Interestingly and understandably, Angie took no such

issue with any shortcoming in the documentation for the Truckers Haven Holdco

estate freeze.

[88]

In 2012, Angie, Peter and Bill retained Mark Rush as solicitor for the

Estate Trustees and to act as corporate solicitor for the various corporations. Mr.

Rush was to investigate whether the two estate freezes had been implemented in

2001/2002.

[89]

Mr. Rush reviewed the corporate Minute Book for the companies and

reported that not all the necessary corporate documentation for the estate freezes

was in the Minute Books or could be located.

[90]

Mr. Rush enquired of Mr. Dimakos and Mr. Stamatopoulos.

Specifically, by letter dated October 9, 2012, Mr. Rush enquired of Mr. Dimakos

for confirmation that the estate freeze documentation, the T2057’s had been filed

with Revenue Canada.

[91]

On October 14, 2012, Mr. Rush wrote to Barbara’s beneficiaries

(including Angie) as follows:

The corporate records are incomplete. In particular, I noticed that there is no

rollover agreement in the file for the reorganization of the ownership of Truckers

Haven Limited into a holding company: 2009270 Ontario Ltd. There is no evidence

in the Minute Books of either of those corporations confirming that the 225,000

each in Preference Shares in that holding company issued to your father and

mother at the time that holding company was incorporated and organized were

issued in exchange for the transfer to that holding company of their shares in

Truckers Haven Limited [which would have to have been part of a rollover

transaction]. The minute book for Truckers Haven Limited still records that your

mother and father remain the owners of their original issued Common Shares,

which ought to have been transferred to the holding company in exchange for the

Preference Shares. When I spoke with Mr. Stamatopoulos, I asked him about his

knowledge concerning the 2001 and 2002 rollover transactions. He does not have

documentation confirming that rollover elections were filed with Canada Revenue

Agency as required, following the reorganization of the ownership of the shares of

the operating companies: Truckers Haven Limited by 2009270 Ontario Ltd. in 2002

and Master Steaks Ltd. by 1490665 Ontario Limited in 2001. As you know, those

transactions occurred before he became the accountant for those corporations. He

always has assumed that the rollover elections were filed for those transactions.

(Emphasis added)

[92]

Mr. Dimakos confirmed the T2057s had been filed and provided to Mr.

Rush copies of the T2057 filed with Revenue Canada for both the Master Steaks

estate freeze and the Truckers Haven estate freeze.

[93]

On October 14, 2012, Mr. Rush wrote to Mr. Stamatopoulos (copied

to Angie) as follows:

I have written and spoken to Mr. Dimakos, who has a clear recollection of the filing

of rollover elections both for the 2009270/Master Steaks transaction and for the

earlier 1490565/Truckers Haven transaction. He is checking his files and he will

send me copies of the elections if he still has those. The 1490565/Truckers Haven

transaction appears to be adequately documented in the minute books for those

corporations. I am recommending to the Estate Trustees that the minute books for

2009270/Master Steaks be updated at least to the point of fully and accurately

recording all the steps in that rollover transaction.

(Emphasis added)

[94]

Angie remained unsatisfied. Angie requested Mr. Rush to obtain

confirmation from Revenue Canada that the T2057 documents had in fact been

filed with Revenue Canada at the time of the estate freezes.

[95]

Although the unsigned copies were located, the signed Rollover

agreement for both estate freezes could not be located by Mr. Dimakos. Angie

was provided unsigned copies from Mr. Rush on April 3, 2013. Mr. Dimakos

advised Mr. Rush he would look again for the signed agreements but advised

Angie that:

“my recollection was that copies of the documentation in respect of the Master

Steaks Estate Freeze were provided to her parents to have their lawyers include

in the corporate minute books, and that the Estate Freeze in respect of Master

Steaks did in fact happen.”

(Emphasis added)

[96]

On April 4, 2013, Mr. Stamatopoulos wrote to Mr. Rush that evidence

was uncovered that Gregory and Barbara had disposed of their Common Shares

and acquired Preference Shares at the adjusted cost base of the business (i.e. the

essence of an estate freeze):

On or around April 4, 2013, I sent a fax to Mr. Rush, informing him that I located

a copy of Barbara and Gregory’s 2001 tax return, which showed that they

had disposed of 1000 common shares in Master Steaks Limited and 1000

common shares in Truckers Haven for proceeds equal to the adjusted cost

base of $1.00 and $5.00 respectively.

(Emphasis added)

[97]

On April 27, 2013, Mr. Rush reported to Angie, that:

I have reviewed the work that Bert Arnold did in 2002. There is no doubt that the

entire rollover transaction is documented the Minute Books for Truckers Haven

Limited, 1490804 Ontario Limited and 1490565 Ontario Limited.

I have reviewed the work that William Tatsiou did in 2002. That ls the work that ls

the problem. According to the Minute Books for Master Steaks Limited, your

parents are still the owners of one common share each in Master Steaks Limited,

and those are all the shares issued by that corporation. There is nothing in the

Minute Books for Master Steaks Limited or 2009270 Ontario Limited to evidence

a transaction in which your parents transferred their shares in Master Steaks

Limited in return for Preference Shares in 2009270 Ontario Limited. There is

nothing in the Minutes Books to document that 2009270 became the owner of the

shares of Master Steaks Limited. There is nothing in the reporting letter from

William Tatsiou to your parents, that suggest that any such transactions were

completed. The documentation and the reporting letter suggest that your parents

paid $225,000.00 each for their 225,000 each in Preference Shares. The

documentation and the reporting letter do not indicate how your parents paid that

$225,000.00 each.

There would have been no good reason to have done the transactions [2002]

unless a rollover transaction was involved to “freeze” the accumulated value of the

existing Master Steaks Limited shares into the newly issued preference shares in

the newly incorporates 2009270 Ontario Limited.

I understand from Mr. Stamatopoulos that ever since 2001/2002, tax returns have

been filed on the basis that 2009270 Ontario limited did become the owner of the

Common Shares in Master Steaks Limited, and that your parents then become the

owners of preference shares in 2009270 Ontario Limited; however, the Minute

Books for both those corporations do not actually records those transactions. I do

not know what the potential tax consequences might be if those transactions for

which the rollover elections were filed [assuming the rollover elections were flied],

or at least the Master Steaks rollover transactions, did not actually occur.

I have mentioned to you that Mr. Stamatopoulos has requested me, in a telephone

conversation I had with him [on April 19th], to confirm that the documentation

recorded in the Minute Books agrees with the rollover elections, so that he can

complete the tax filings due for your mother's final taxation year (2012] on April

30th/ May 1st. I have proceeded to complete the rollover agreements and related

resolutions that Mr. Tatsiou should have prepared, and those are ready to be

signed. I also have prepared a memorandum to our corporate legal assistant to

complete the required share certificates for issue by Master Steaks Limited [the

Share Certificates for 2009270 Ontario Limited were issued in February 2002]; but,

I will not be having her complete those or the other work needed to update the

Minute Books to February 20021 pending receipt of the mutually agreed upon

instructions of you, Peter and John, as Estate Trustees of your mother's estate,

and from your father, who has his own interest in these transactions.

(Emphasis added)

[98]

Angie continued to resist accepting and executing the “regularizing”

documents until Revenue Canada confirmed that the T2057 forms for Master

Steaks estate freeze had in fact been signed by her parents and filed with Revenue

Canada in 2002.

[99]

In the late summer of 2013, Revenue Canada finally provided Mr.

Stamatopoulos copies of the T2057’s which had been filed for both estate freezes

in 2002. Copies were sent to Mr. Rush. Angie was provided copies of the of the

T2057’s, signed by her parents and filed with Revenue Canada.

[100]

It was now beyond dispute that Barbara and Gregory had both signed

and sent the necessary T2057 forms to Revenue Canada in 2002 for both estate

freezes.

[101]

As a result, Mr. Rush wrote on September 7, 2013 to the three Estate

Trustees as follows:

…

The 2002 Rollover Elections filed by your parents and 20099270 for the transfer of

your parents’ Common Shares in Master Steaks Limited to 2009270 Ontario

Limited in exchange for 325,000 Class A Special Shares each issued by 2009270

Ontario Ltd.

….

For your information, at the instance of the holder of the special shares, 2009270

Ontario Ltd [ which owns Master Steaks Limited] can be required to redeem those

shares for $1.00 each, and at the instance of 2009270 Ontario Ltd., it can compel

the redemption of the special shares from the holders of those shares.

…

I will be having our corporate assistant revise and complete the records in the

Minute Books for Master Steaks Limited and for 2009270 Ontario Ltd.

(Emphasis added)

[102]

Angie also received additional documents in 2013 or early 2014,

namely the Master Steaks Holdco’s Subscription and Resolution Documents dated

February 19, 2002, executed by her parents, which also show that the Master

Steaks estate freeze had taken place excluding her from having any Common

Shares in Master Steaks Holdco. Angie took these documents home. Angie never

questioned them. Now, Angie states that she didn’t review these important

documents until 2016 when she “discovered” and now alleges that Barbara’s

signatures were forged. There is no real explanation why this allegation hadn’t

surfaced earlier. There is no expert evidence as to whether Barbara’s signatures

are forgeries. All Angie states is that, in her real estate business, husbands and

wives sometimes forge each others’ signatures. That is not evidence that these

signatures are forgeries. I reject Angie’s bald statement that Barbara’s signature is

a forgery on these documents. What is apparent is that these Subscription and

Resolution Documents are typical corporate documents required to implement the

Master Steaks estate freeze and are consistent with all the other evidence that the

Master Steaks estate freeze had been implemented in 2002. Interestingly, Angie

took no steps when she discovered this alleged forgery in 2016 for more than two

years until after she commenced this proceeding and more than four years after

receiving the documents. She didn’t raise the question with her father or her

brothers in 2016 or anyone until this proceeding.

Accepting the Master Steaks estate freeze in 2013

[103]

On September 20, 2013, Mr. Rush forwarded to Angie, Peter and Bill

copies of the necessary corporate documents including amended rollover

agreements, and director’s resolutions for Master Steaks Holdco and Master

Steaks to ratify that the Master Steaks estate freeze had occurred in 2002.

[104]

Gregory, Peter, Bill and Angie met at Estate Trustee’s lawyer’s office

on approximately October 1, 2013, to execute the necessary documents.

[105]

Angie accepted and participated in, as Barbara’s Estate Trustee, the

execution of all the necessary documentation for both the estate freezes despite

knowing that she was excluded from the Master Steaks estate freeze. One key

document executed by Angie, on behalf of the Estate of Barbara, was the Master

Steaks estate freeze rollover agreement.

[106]

In 2013, as part of the regularizing the two estate freezes, resolutions

were passed approving all the corporate transactions and dealings by the

companies.

[107]

It is important to note that Gregory, one of the two principals directing

and implementing the two estate freezes, also in 2013 signed all the agreements

and resolutions to regularize the Master Steaks estate freeze as well as the

Trucker’s Haven estate freeze.

[108]

Even Angie does not suggest that Gregory, at any time, disputed the

fact that the Master Steaks estate freeze had been carried out in 2002.

[109]

These executed documents “regularized” or affirmed the Master

Steaks estate freeze as of 2002. By the end of 2013, the shareholdings in Master

Steaks Holdco were now clearly established:

 Gregory – 325,000 Preference Shares;

 Angie, Bill, John and Peter – 81,250 Preference Shares EACH (from

Barbara’s estate); and

 Bill, John and Peter – 100 Common Shares EACH.

Angie Acknowledges the Master Steaks Estate Freeze

[110]

After executing the regularizing documentation, Angie acknowledged

the existence and validity of the Master Steaks estate freeze for years. For

example, in an email to Peter from Angie dated January 9, 2015, Angie

acknowledged that the 300 Common Shares in Master Steaks, “since their

Creation back in 2001 those shares belonged to you, Bill and John,… Mother held

them in trust for you 3 until she passed…she never owned them….”

Angie’s responsibility for corporate and accounting

[111]

Angie had, since the early 2000’s, been responsible for the accounting

and financial records of the Truckers Haven businesses. She dealt with Mr.

Stamatopoulos and provided him “with the financial information and instructions

for the purposes of preparing financial statements and tax returns”. Angie

continued in this role until 2018.

[112]

In November 2013, Bill, John and Peter, on behalf of Master Steaks

Holdco, authorized Angie, to also be responsible for Master Steaks business’

corporate matters, regulatory authorities, financial institutions and accounting

matters. Again, Angie dealt with and instructed Mr. Stamatopoulos on these

accounting matters until approximately 2017.

[113]

Angie’s role in the corporate and accounting records, over the many

years, is significant. Angie alleges that Truckers Haven’s loans repeatedly

recorded in the Truckers Haven financial records are not owed to her parents or to

Master Steaks. Angie also alleges that several loans owed to her were that never

recorded in the Truckers’ Haven’s financial records. All of this during despite the

fact Angie was responsible for the financial records of Truckers Haven and Master

Steaks businesses including “signing off” on the 2015 and 2016 financial

statements and tax filings for Truckers Haven Holdco and Truckers Haven.

[114]

Angie’s response that she relied on Mr. Stamatopoulos’ advice and

recommendations is hardly a satisfactory answer from the person having

responsibility for the corporate and financial records, especially since Mr.

Stamatopoulos was only a “compilation” accountant – meaning he relied on the

financial information provided to him. No doubt Angie would have known what

loans were recorded and what loans were not recorded in the financial records of

Truckers Haven while the financial records were her responsibility. In fact, as set

out below, she eventually admitted that the VTB distribution amounts came from

the Truckers Haven financial records in 2017.

Removal of Gregory as Director

[115]

The reasons are not particularly relevant, but sadly, one of the two

persons who created and grew the businesses and the wealth now enjoyed by his

Children, at Angie’s insistence, she, Bill, Peter and John removed Gregory as a

director of the family corporations in 2013, except for Master Steaks.

[116]

Peter says that Angie spearheaded this movement because she had

been “cut out” of Master Steaks. Angie denies it but her denial is inconsistent with

her authored documents, the actions she took and the comments she makes in

her affidavits in these motions towards her father. Nevertheless, this fact has no

bearing on the outcome of these motions.

The 2016 Redemption of Angie’s Preference Shares in Master Steaks Holdco

[117]

In 2015, Peter, Bill and John decided to redeem Angie’s Preference

Shares in Master Steaks Holdco, consisting of those 81,250 Preference shares

Angie inherited from Barbara.

[118]

Angie wanted to negotiate a higher price for her 81,250 Preference

Shares and wanted an indemnity. This was not acceptable to Peter, Bill and John.

The impasse could not be resolved.

[119]

In early 2016, Peter, Bill, John and Gregory proceeded to call a formal

corporate meeting to redeem Angie’s Preference Shares in Master Steaks Holdco.

A notice of a meeting for this purpose was circulated in February 2016.

[120]

Eventually, on March 3, 2016, Angie advised her brothers in writing

that she agreed to relinquish her Master Steaks Holdco Preference Shares, either

by redemption or transfer to John, Bill and Peter.

[121]

Angie forwarded a signed full and Final Release in favour of Master

Steaks Holdco before the meeting.

[122]

The meeting took place on March 8, 2016. At the meeting, a

resolution was passed redeeming Angie’s preference shares. Angie was given a

cheque for $100,000. Angie presented her Preference Share certificate and

signed the back of her Preference Share certificate as an acknowledgement of the

redemption of her Preference Shares.

[123]

Angie now alleges that the $100,000 she received at the meeting

came from Gregory (although this is denied by her brothers with some evidence

that they contributed to the $100,000 payout to Angie). In the final analysis, it

makes no difference where the money came from to redeem Angie’s shares.

Angie’s Preference Shares in Master Steaks Holdco were redeemed.

[124]

What happened to Master Steaks Holdco after her only shares were

redeemed, and she got her money, should have been of no consequence to Angie.

Yet, it was. Angie subsequently attempted to recharacterize what had occurred at

the March 8, 2016 meeting as a “transfer” of shares to her brothers. Why?

Because her father, Gregory, sought to take over as sole director of Master Steaks

Holdco, eventually calling a meeting to attempt this. Angie’s obvious concern was

that, with the redemption of her 81,250 shares, Gregory’s 325,000 Preference

Shares had voting control. This is plain and obvious from Angie’s February 25,

2016 email. Angie suggested “changing” what happened (as described in her

emails), amending the reverse side of her share certificate to make it appear it was

a transfer of the shares to her brothers equally and, subsequently, sending a back-

dated Notice of Objection to the redemption.

[125]

The evidence is overwhelming that Angie’s Preference Shares had

been redeemed and I so find.

Dispute over Distribution of the Trucker’s Haven’s VTB proceeds

[126]

As stated above, Truckers Haven sold the Gas Station in 2007 for

$3.9 million dollars with a VTB of approximately $3.4 million. The VTB matured

and was paid in 2017. The amount received by Truckers Haven from the VTB was

$3,387,205.99.

[127]

The distribution of the VTB monies is the second major issue raised

by Angie.

[128]

On October 20, 2017, Mr. Stamatopoulos sent the Children a draft

distribution where he set out the loan amounts owed by Truckers Haven

businesses and to whom they were owed, as reflected in the corporate financial

records at year end.

[129]

The problem for Angie was that the proposed distribution would favour

her brothers, in particular:

a) Any loans repaid to Master Steaks - Angie would not share in that

repayment; and

b) Any loans paid to Gregory - Angie, would not share in that repayment

distribution.

[130]

Angie had her own ideas as to how the VTB monies should be

distributed - one that would result in a higher payout to her and potentially an

opportunity to enhance her shareholder’s position in the family businesses.

[131]

On October 23, 2017, Angie made a proposal for the VTB monies’

distribution, one which would not recognize all loans in Truckers Haven’s books

and records, and would restructure the shareholdings in Truckers Haven Holdco

by retracting all Preference Shares (including those of Gregory), making the four

children equal Common shareholders. In return, Angie would agree to repayment

of a loan to Master Steaks provided that those monies be used to redeem the

Preference Shares (especially those of Gregory so he could not dispose of them

through his will), and her brothers agree to a restriction on the removal any

director/officer.

[132]

Mr. Stamatopoulos’ recommendation was that the corporate loans

owed by Truckers Haven businesses, dating back years, be repaid in priority from

the VTB monies.

[133]

This was the end of the amicable relationship between Angie and Mr.

Stamatopoulos. Eventually, resulting in Angie lodging a complaint against Mr.

Stamatopoulos to the accounting regulatory authorities alleging fraud, falsification

of documents and negligence against Mr. Stamatopoulos (which complaint was

eventually dismissed).

[134]

[135]

Peter would not support Angie’s proposed distribution.

With her proposal rejected, Angie decided to advance claims that she

had outstanding unrecorded loans owed by Truckers Haven going back many

years. These alleged loans were not and had not been reflected in the books and

records of Truckers Haven.

[136]

I expressly reject Angie’s allegation that the Master Steaks loan

miraculously or suspiciously appeared in the Truckers Haven financial records or

that it was the first time that Angie had heard of the Master Steaks Loan to Truckers

Haven. Why?

a) Angie previously agreed in writing on February 25, 2016, that Master

Steaks should be paid first from the VTB monies; or

b) Angie admitted in writing on December 30, 2017, that there was an

outstanding to Master Steaks from Truckers Haven and should be paid

first; and

c) Angie admitted in writing on July 24, 2015, that Master Steaks was owed

$500,000 from Master Steaks from Truckers Haven.

[137]

Angie also disputed that her parents were entitled to the “outrageous”

dividends, which were unpaid and resulting in the large debt owed to them from

Truckers Haven.

[138]

When agreement could not be reached, a Truckers Haven director’s

meeting was called for November 16, 2017 to approve the Truckers Haven

financial statement and to resolve to pay the outstanding loans.

Gregory’s Death (November 4, 2017)

[139]

There were already significant stressors in the relationship between

Angie and her brothers in 2017 – the Master Steaks estate freeze, the redemption

of her Preference Shares in Master Steaks Holdco, and the dispute over the

distribution of the VTB monies.

[140]

[141]

Then came Gregory’s death. Gregory died on November 4, 2017.

Gregory’s estate went to Peter and John. Angie was again “cut out”.

The November 16, 2017 Truckers Haven Directors Meeting

[142]

By email dated November 15, 2017, Angie suggested she wanted to

work out “some kind of agreement”.

[143]

[144]

The meeting went ahead. Angie did not attend the meeting.

At the meeting, Angie was removed as treasurer, signing authority

with the bank for Truckers Haven, and Angie’s home was removed as the home

address for the corporation.

[145]

Also, at that meeting, the remaining directors approved the July 31,

2017 draft financial statement of Truckers Haven and passed a resolution that the

debts and liabilities of Truckers Haven and Truckers Haven Holdco be paid out

from the VTB monies.

Angie Challenges Gregory’s Will

[146]

On December 12, 2017, Angie retained counsel and challenged

Gregory’s will.

[147]

Eventually, Angie withdrew her objection.

January 16, 2018 Shareholders Meeting

[148]

It is evident from what Angie wrote, her actions in 2017 and early

2018, that the friction with her brothers had gotten out of control. For example, at

one point, Angie threatened to report Peter, John and Bill to the Canada Revenue

Agency (“CRA”) for tax evasion (not reporting cash monies) and request an audit

- if they didn’t accept her proposed resolution on the VTB distribution.

[149]

As a result of the increased tension and allegations, Peter, John and

Bill decided to remove Angie as a director of the Truckers Haven companies.

[150]

On January 16, 2018, a shareholders meeting was called for the

purpose of removing Angie as a director of Truckers Haven Holdco, Truckers

Haven and Plaza.

[151]

Angie attended the meeting and tendered a written resignation as a

director of Truckers Haven, Truckers Haven Holdco, and Plaza. The contents of

the accompanying “resignation” letter clearly set out many complaints and

allegations by Angie.

The Continuing VTB distribution dispute

[152]

[153]

Angie continued to challenge the VTB distribution.

To appease Angie, Peter requested Mr. Stamatopoulos to review the

VTB distribution again and report back to him and to Angie.

[154]

Mr. Stamatopoulos did so, using only bank document verified

transactions on account of dividends and withdrawals to establish the loan

amounts on the Truckers Haven financial records. Mr. Stamatopoulos sent the

updated revisions to Peter and Angie.

[155]

Angie commenced these proceedings in February 2019.

Angie’s Specific Disputed Truckers Haven’s Loans

The Construction Loan

[156]

Angie alleges that between 2002 and 2006 she loaned Truckers

Haven $688,000 as a Construction Loan (for the construction of the gas station

sold in 2007), of which $350,000 was secured by a mortgage. Angie

acknowledges that she was repaid the mortgage amount of $350,000 in 2007 and

later repaid $61,000 by her parents.

[157]

Angie claims that the balance of her $688,000 Construction Loan

($277,000) loan was not reflected in the proposed VTB distribution.

[158]

Angie also claims unpaid interest on the $350,000 mortgage which

was repaid and discharged in 2007.

[159]

To avoid a limitations issue, Angie states that she was to be repaid

her Construction Loan when the Truckers Haven Gas Station was sold in 2007 but

there weren’t sufficient funds from the down-payment. Angie alleges that, as a

result, it was agreed that the outstanding balance of the Construction Loan would

become a Truckers Haven shareholders’ loan. I reject Angie’s evidence that the

Construction Loan was converted into a shareholder’s loan:

a) There is a question whether this was a “real loan” or had been done simply

to “save Gregory tax” – as set out in an email written by Angie which

suggests this (which makes no sense if it was a real loan) and makes no

mention of there being an outstanding loan.

b) Angie’s alleged agreement to convert her loan to a shareholder’s loan is

without detail – as to who, when, or why.

c) There are no documents to support this alleged agreement to convert her

alleged Construction Loan to a shareholder’s loan.

d) There is no record of this of this Construction Loan or as a shareholder’s

loan in the Truckers Haven books and records, particularly troubling since

Angie was involved and responsible for Truckers Haven’s business records

and books for years without raising this issue.

e) And then there is a fundamental flaw with Angie’s allegation. In 2007 Angie

believed that Truckers Haven was owned entirely by her parents (she didn’t

know about either estate freeze until 2012) so she couldn’t possibly have

agreed in 2007 to convert this alleged Construction Loan into a

shareholder’s loan owing to her – she didn’t know she was a shareholder!

[160]

Mr. Stamatopoulos’ clear and uncontroverted evidence is that no such

loan to Angie was reflected in the Truckers Haven’s books and records or

“summary of loans per books of the company” which Angie had in her control until

2017. No evidence has been produced to the contrary. I accept Mr.

Stamatopoulos’ evidence.

Real Estate Commission

[161]

Angie also alleges that she continues to be owed unpaid real estate

commissions from the sale of the Truckers Haven Gas Station in 2007. Again, to

deal with the limitations period, Angie alleges there was an agreement to convert

this outstanding loan into a shareholder’s loan.

[162]

For the same reasons I rejected Angie’s alleged outstanding

Construction Loan, I reject Angie’s evidence on the alleged outstanding real estate

commission.

[163]

Further, as will be set out below, there is also a written document by

Angie (prior to advancing this claim) where Angie acknowledged that the listing

agreement for this sale had been cancelled by her to avoid any commission being

payable to her and the seller’s broker on the sale of the Gas Station. Angie’s

position now is entirely inconsistent with what she wrote prior to this claim.

The Master Steaks Loan

[164]

Angie alleges there was no outstanding loan from Truckers Haven to

Master Steaks and states it “suspiciously” appeared in the Truckers Haven books

and records. I reject Angie’s evidence on this issue. I accept the uncontroverted

evidence of Mr. Stamatopoulos is that the Truckers Haven and Master Steaks

books and records recorded this indebtedness in their financial records for years.

[165]

Eventually and contrary to her earlier statement under oath that this

loan was not in the Truckers Haven financial records and it was the first time she

saw this Master Steaks loan in 2017, Angie acknowledged that the numbers from

the VTB distribution came from the Truckers Haven’s books and records, but she

disputes “everything”.

[166]

As set out above, I reject Angie’s evidence on this issue as Angie

acknowledged in writing on several occasions that Master Steaks indeed had a

loan to Truckers Haven going back many years.

Barbara and Gregory’s Loans

[167]

The largest shareholder loans owing by Truckers Haven Holdco, were

accumulated based on declared and unpaid dividends to Barbara and Gregory,

obviously before their respective deaths and in Barbara’s case prior to 2012 and

in Gregory’s case most of the unpaid dividends were also prior to 2012.

[168]

To address Angie’s allegations, Mr. Stamatopoulos produced balance

sheets for Truckers Haven’s businesses from 2001 to 2019, showing the amounts

due to shareholders and amounts due to affiliated companies. Aside from Angie’s

bald statement that these were falsified or “suspiciously appeared”, there is no

evidence to the contrary that these loans were not reflected in the appropriate

financial records annually.

Conclusion

[169]

I accept that the Trucker’s Haven and Truckers Haven Holdco’s

financial records, approved by the directors, showed and had shown the loans in

its financial statement approved on November 16, 2017 for many years.

[170]

I also accept that the Truckers Haven financial records did not show

the alleged unpaid portion of the Construction Loan nor the Real Estate

Commission as loans or as shareholder loans.

Truckers Haven Holdco Dividends post 2017

[171]

As stated above, Gregory’s will created a trust - any monies owed or

payable to his shares within 5 years from the date of his death by any of the

Corporate Defendants were to be used to develop land owned by Truckers Haven.

[172]

Angie holds 81,250 Preference Shares of Truckers Haven Holdco

(approx. 14%) while her brothers hold, collectively, 568,750 Preference Shares of

Truckers Haven Holdco.

[173]

After Barbara’s death, dividends were paid out by the directors of

Truckers Haven Holdco as follows: 50% were paid to the Gregory Preference

Shares, and 50% to the Barbara Preference Shares (now equally to the four

Children). During this period Angie was responsible for the Truckers Haven

businesses financial affairs and instructed Mr. Stamatopoulos to so provide for the

dividends in this manner.

[174]

I find that dividends from Truckers Haven Holdco have continued in

this manner after 2017. There is no evidence to the contrary. There continued to

be dividends declared 50% to Barbara’s former Preference Shares and 50% to

Gregory’s former Preference Shares.

Declared and Unpaid Dividends

[175]

The shareholders loans generally arose from the decision to pay

dividends (for tax saving purposes) but for which dividends were not paid and were

recorded as owing to the recipients as a shareholder loan. The shareholder would

immediately pay a lower tax rate on the dividends but would later be able to take

out the monies from the shareholders’ loan account tax free.

[176]

Angie now alleges that she knew nothing about declared but unpaid

dividends. I reject her evidence on this issue. It is clear from Mr. Stamatopoulos’

evidence and documents that:

a) Angie received T5’s from Truckers Haven Holdco since 2012 for dividends

that at times had been declared but not paid and recorded as shareholder

loans. In fact, Angie reported the dividends on her income tax returns and

at one time complained about having to pay tax on amounts not received;

b) Angie was responsible for the books and records of Truckers Haven

businesses and Mr. Stamatopoulos included, in his evidence, a

handwritten document from Angie instructing him to declare dividends for

2014 and 2015.

c) Angie signed the 2015 and 2016 T2 returns for Truckers Haven and

Truckers Haven Holdco, where the dividends were declared and reported

to Revenue Canada.

d) Angie signed the 2015 Trucker’s Haven’s financial statements which

showed the amount of money due to shareholders and the dividends paid.

[177]

I conclude that Angie was fully aware of and participated in the

practice of dividends being declared, and when unpaid, being recorded as

shareholder loans.

ANALYSIS

Preliminary Issues

Allegations against Mr. Mark Rush

[178]

Angie alleges that Mr. Rush’s advice and document preparation was

negligent and fraudulent, and that he was complicit to deliberately harm her

interests when he had Angie sign the 2013 documents regularizing the Master

Steaks estate freeze.

[179]

Specifically, Angie alleges that Mr. Rush “made misrepresentations to

me that the new paperwork was required to regularize the estate freeze by creating

the necessary documents missed by William [Tatsiou]. I trusted my brother Peter,

I trusted our lawyer Mark, and I trusted our long-time accountant Nick and believed

these misrepresentations.” Angie continued:

“because of the negligent and/or fraudulent Representations of Peter and Mark

outline above and in detail in my Statement of Claim, upon which I detrimentally

relied when I signed the documents on Barbara’s behalf….”

“I verily believe that Peter, Mark and Nick knew their representations were false

when they made them, or in Mark’s and Nick’s instances, their representations

were made negligently or recklessly for the benefit of Peter, John and Bill and in

furtherance of the fraudulent conveyance and benefitting themselves.”

[180]

Angie goes on to say “The only reason that I executed the above

referenced documentation to regularize and validate the Fraudulent 2002 Estate

Freeze was because of the negligent and/or fraudulent representations of Peter

and Mark outlined above and in detail in my Statement of Claim.”

[181]

I will deal with the alleged misrepresentations below but, for the

reasons set out, they were not misrepresentations, not material, did not constitute

negligence or fraud.

[182]

As evidence of Mr. Rush’s complicity, Angie refers to Peter and John

having known Mr. Rush since high school and that he has represented them in

various unrelated matters. However, in selecting Mr. Rush, Angie along with Peter

and Bill, made the decision to retain Mr. Rush in September 2012 on behalf of

Barbara’s Estate Trustee. And Angie raised no such concerns about Mr. Rush until

this proceeding.

[183]

There is no evidence that Mr. Rush did or said anything improper as

alleged. Angie has no evidence to support such serious and vague allegations

against Mr. Rush. Mr. Rush is not a party to this proceeding. Mr. Rush has no way

to defend himself from these reputationally damaging statements. I am satisfied

there is absolutely no evidence to support the serious, disparaging and bald

allegations about Mr. Rush’s conduct.

Angie’s Conflict

[184]

Angie commenced this proceeding in two capacities – her personal

capacity and representative capacity for Barbara’s Estate.

[185]

When challenging the VTB distribution, Angie disputes the loan owed

to Barbara and therefore payable to Barbara’s estate.

[186]

Angie challenges the Master Steaks estate freeze decided upon and

implemented by Barbara and Gregory.

[187]

The conflict with Angie’s positions is obvious. However, this issue

was not raised by the Defendants and, as such, for the purpose of this motion, I

have not considered or dealt with this issue.

Summary Judgment Test

[188]

[189]

The test on summary judgment motions is not in dispute.

Rule 20.04 (2) permits a court to grant summary judgment where:

(a) the court is satisfied that there is no genuine issue requiring a trial with respect

to a claim or defence.

[190]

Rule 20.04 (2.1) confers powers on a judge in

summary judgment motion:

In determining under clause (2) (a) whether there is a genuine issue requiring a

trial, the court shall consider the evidence submitted by the parties and, if the

determination is being made by a judge, the judge may exercise any of the

following powers for the purpose, unless it is in the interest of justice for such

powers to be exercised only at a trial:

1. Weighing the evidence

2. Evaluating the credibility of a deponent.

3. Drawing any reasonable inference from the evidence.

[191]

The approach for summary judgment motions was summarized by

Corbett J. in Sweda Farms Ltd. v. Egg Farmers of Ontario, 2014 ONSC 1200, at

paras. 33 and 34:

As I read Hryniak, the court on a motion for summary judgment should undertake

the following analysis:

1) The court will assume that the parties have placed before it, in some form, all

of the evidence that will be available for trial;

2) On the basis of this record, the court decides whether it can make the

necessary findings of fact, apply the law to the facts, and thereby achieve a fair

and just adjudication of the case on the merits;

…

The Supreme Court is clear in rejecting the traditional trial as the measure of when

a judge may obtain a “full appreciation” of a case necessary to

grant judgment. Obviously greater procedural rigour should bring with it a greater

immersion in a case, and consequently a more profound understanding of it. But

the test is now whether the court’s appreciation of the case is sufficient to rule on

the merits fairly and justly without a trial, rather than the formal trial being the

yardstick by which the requirements of fairness and justice are measured.

[192]

As stated by Corbett, J., the fundamental question is whether

the summary judgment process, in the circumstances of a given case, will permit

the court to make a fair and just determination of the issues before the court. The

question is not whether the procedure on the motion would be as exhaustive as a

trial, but rather whether the evidentiary record and the process gives the judge

confidence to find the necessary facts and apply the relevant legal principles to

decide the issued in a fair and just manner: Hyrniak v. Mauldin, 2014 SCC 7,

[2014] 1 S.C.R. 87, at para. 50.

[193]

In Hryniak, Karakastanis J. considered the interrelationship between

r. 20.04 (2) (a) and r. 20.04 (2.1) at para. 66:

On a motion for summary judgment under Rule 20.04, the judge should first

determine if there is a genuine issue requiring trial based only on the

evidence before her, without using the new fact-finding powers. There will

be no genuine issue requiring a trial if the summary judgment process

provides her with evidence required to fairly and justly adjudicate the dispute

and is a timely, affordable and proportionate procedure under rule

20.04(2)(a). If there appears to be a genuine issue requiring a trial, she

should then determine if the need for a trial can be avoided by using the new

powers under Rules 20.04 (2.1) and (2.2). She may, at her discretion, use

those powers provided that their use is not against the interest of justice.

Their use will not be against the interest of justice if they will lead to a fair

and just result and will serve the goals of timeliness, affordability and

proportionality in light of the litigation as a whole.

(Emphasis added)

[194]

Mere allegations, bald statements or assertions of belief, even under

oath, on a summary judgment motion does not raise a genuine issue requiring a

trial.

[195]

Alleging that further or new evidence will or may be available at trial

generally does not create a genuine issue for trial. The parties have an obligation

to “put their best foot forward” and, unless there are clear, cogent and compelling

reasons, the motion’s judge is entitled to accept that the summary judgment motion

evidence is the evidence that would be called at trial.

[196]

In Malik v. Attia, 2020 ONCA 787, at para. 62, the Court of Appeal

articulated the test to consider a motion for partial summary judgment. The test is

as follows:

When faced with a request to hear a motion for partial summary judgment, a

motion judge should make three simple requests of counsel or the parties:

(i) Demonstrate that dividing the determination of this case into several

parts will prove cheaper for the parties;

(ii) Show how partial summary judgment will get the parties’ case in and

out of the court system more quickly;

(iii) Establish how partial summary judgment will not result in inconsistent

findings by the multiple judges who will touch the divided case.

[197]

Angie submit that there is conflicting evidence, credibility issues and

a lack of evidentiary records as the primary reasons why the summary judgment

motion should be dismissed in its entirety. Additionally, and alternatively, Angie

submits that granting partial judgment would be inappropriate in these

circumstances.

Conclusion on Summary Judgment

[198]

Angie throws up many impediments to granting summary judgment

on all issues: many claims, allegations, and submissions most with no evidentiary

foundation and no law to support.

[199]

Bald statements or expressing belief by Angie in an affidavit, a factum

or counsel’s submissions does not result in there being “insufficient evidence” or

“material complex legal issues” or “material factual discrepancies” thereby creating

material credibility issues or a genuine issue requiring a trial.

[200]

Angie also submits there are insufficient facts to make a fair and just

judicial determination. I disagree. The relevant and material facts are undisputed,

clear based on overwhelming documentary evidence.

[201]

Angie alleges that information and evidence might be garnered from

the appointment of an inspector and/or auditor “to shed light on some of the

discrepancies and issues”. This is entirely speculative. Whether or what an

inspector or auditor might find is unknown. More importantly, Angie does not

explain why, in the two and a half years since this action was commenced, she

hasn’t retained their own accounting expert to review the books and records of the

various companies to support her statements or beliefs or to have a forensic

account provide an opinion on the matters at issue or an opinion on what might be

obtained during a complete and thorough investigation.

[202]

Angie submits that the limitations issue cannot be decided because of

“discoverability”. A discoverability issue may very well prevent a summary

judgment motion from succeeding where a limitation defence has been raised. It

depends on the issue, the facts, the circumstances, issues to be decided and

whether, based on those factors, the court can determine whether there is a

genuine limitation’s issue requiring a trial. However, bald statements that “I didn’t

know until __” or “I didn’t look at the documents until _____’ will not get very far to

establish a genuine discoverability issue requiring a trial. For example, Angie

alleges that her alleged unpaid loans were only “discoverable” when the VTB

monies distribution was decided on October 20, 2017 without including her alleged

real estate commission and construction loans. That is not the law. The limitation

period does not start to run when the borrower says I am not paying you. The

limitation period runs from the time the debt is payable.

[203]

Angie also alleges that because she seeks a declaration that the

Master Steaks estate freeze didn’t occur, there is no limitation period. The relief

sought by Angie isn’t a simple declaration but to set aside the Master Steaks estate

freeze that occurred many years ago and the corporate and financial

consequences that flow from that.

[204]

Alternatively, Angie alleges that because Master Steaks operated out

of a property, the 10-year limitation period under the Real Property Limitations Act

applies. I reject this submission. Owning and operating out of a property has

nothing to do with the issues before this court.

[205]

For the reasons set out below, I find that summary judgment can be

granted dismissing most of the claims advanced by Angie.

Conclusion on Partial Summary Judgment

[206]

Angie submits that granting partial summary judgment will not benefit

the court or the parties on timeliness, affordability and proportionality. I disagree.

[207]

Angie submits that there is a “high likelihood” of inconsistent findings

without the benefit of the inspector/auditor’s review. I reject this submission.

[208]

I am satisfied that this is an appropriate case to grant partial summary

judgment because:

a) The allegations cover a period of more than 20 years and it will be many

years before a trial (even if immediately ready for trial, the earliest dates

will be in early/mid 2024 trial dates or dates in 2025);

b) There are very discrete substantial factual and legal issues which are

clearly severable. For example, the determination that the Master Steaks

estate freeze was validly effected in 2002 will remove a very substantial,

complex, historical, and documentary intensive issue in this proceeding.

The Master Steaks estate freeze is entirely separate and distinct from the

VTB distribution.

c) Resolving one or both of the mains issues will substantially reduce

examinations and trial time, saving a considerable expense to all parties

and judicial resources.

d) Resolving one or both of these issues will eliminate much of the interim

relief sought by Angie and reduce expert evidence at a trial; and

e) The issues are so distinct, there is no likelihood of inconsistent findings.

Again, as an example, eliminating the Master Steaks estate freeze will not

impact on the VTB distribution issue or visa versa.

Credibility

[209]

I have carefully reviewed the lengthy and voluminous affidavits filed

on these motions and the cross-examinations. The documentary evidence is

extensive, in many cases going back many years, some as many as 20 years.

[210]

I recognize that the first step in a summary judgment motion is to

determine whether there is a genuine issue requiring a trial without recourse to the

courts additional powers under r. 20.04(2.1).

[211]

In this case, several issue can be decided without the court utilizing

these additional powers. In other separate issues, the court has relied upon its

additional powers, namely, weighing the evidence, considering the credibility of the

deponents, and drawing inferences where appropriate.

[212]

I will identify where this court has relied on its powers under r. 20.04

(2.1) to make a fair and just determination of the issue.

[213]

Let me make a few comments about credibility.

Mr. Dimakos

[214]

Mr. Dimakos is an impartial witness in this case. His last accounting

work for Barbara and Gregory was some 20 years ago. He has no reason to be

biased one way or the other. His evidence is largely based on documents prepared

by him or his personal and direct involvement.

[215]

I have no reason to doubt the accuracy or reliability of his evidence. I

accept the evidence of Mr. Dimakos. There is no evidence inconsistent with Mr.

Dimakos’ evidence except for Angie’s bald assertions of disbelief or disagreeing

with Mr. Dimakos’ evidence.

Mr. Stamatopoulos

[216]

Mr. Stamatopoulos worked as a “compilation accountant” for the

family business since 2002. There were no issues raised regarding his accounting

work or favouring one side or the other, including over the years when Angie was

responsible for financial dealings of the family corporations and dealing directly

with Mr. Stamatopoulos.

[217]

That abruptly changed when Mr. Stamatopoulos wouldn’t support

Angie’s proposed settlement for the distribution of the VTB monies. Angie

perceived this as against her interests because it reduced her share of those

monies. Then, and only then, did Angie allege that Mr. Stamatopoulos created

fictitious documents, was negligent and/or was biased.

[218]

Angie alleged in this proceeding (as she did in her complaint to the

regulatory accounting authorities) that Mr. Stamatopoulos created documents

which Angie said she had never seen before or “suspiciously appeared”. The

regulatory accounting authorities did not find that Mr. Stamatopoulos engaged in

any such conduct. Angie admitted, in her cross-examination, that the amounts

used by Mr. Stamatopoulos in his draft VTB distribution came from the financial

records of the companies. But then Angie resorts to “its all-in dispute” with no

detail and no supporting evidence.

[219]

There is no evidence that Mr. Stamatopoulos was negligent or biased

in his accounting work or engaging in back-dating the financial records. We only

have Angie’s bald assertions to support her allegations.

Peter Ioannidis

[220]

[221]

No doubt, Peter has an interest in these matters – a financial interest.

There were several instances where Peter engaged in speculation

about Angie, such as suggesting a motive for Angie retaining the corporate books

and records. Such speculation is inappropriate and not reliable evidence. It too is

a bald assertion.

[222]

However, on most matters, I found Peter’s evidence to be consistent

with contemporaneous documents. Peter relied heavily on lawyers and

accountants for his actions and much of what he did is confirmed by other

witnesses such as Mr. Dimakos, Mr. Stamatopoulos, Mr. Rush, and the many

documents he received from Angie or sent to Angie.

Angeliki Cormpilas

[223]

[224]

I find that Angie’s evidence is neither credible nor reliable.

Angie’s evidence is full of bald, unsubstantiated statements and

beliefs, even when those statements and beliefs are clearly inconsistent with

contemporaneous documentary evidence, even when authored by her. Several

examples:

a) Angie states in her affidavit that, when the VTB distribution was proposed

in 2017, it was the “first time I had ever heard of and learned of the Master

Steak loan”. This is completely false. As will be detailed below, Angie

had, on at least three prior occasions, acknowledged in her own emails the

existence and quantum of the Master Steak Loan.

b) Angie alleges her mother did not intend nor agreed to the Master Steaks

estate freeze. During Angie’s cross examination, she admitted that she

didn’t know about the Master Steaks estate freeze until after Barbara’s

death in 2012. Angie’s support for such a statement? Nothing more than

a belief Barbara wouldn’t have agreed to “cutting Angie out” of the Master

Steaks business. That itself would be a very speculative and bald

statement, but then Angie goes further to state that Gregory and Mr.

Dimakos improperly “got” Barbara to sign the Master Steaks estate freeze

documents.

c) Angie attended the meeting on March 8, 2016, received $100,000 for her

Preference Shares in Master Steaks Holdco, and signed over the

Preference Share certificate. There is no dispute she did so from her own

emails after the redemption. But Angie goes on to state “I verily believe

that I never sold or agreed to sell any of my shares in the Corporate

Defendants”. Angie makes an unsupported statement that the monies

came from Gregory at some unspecified point in time and that she never

agreed to sell her Preference Shares in Master Steaks Holdco.

d) Angie states that Peter told her he was present when her parents signed

the estate freeze documents. Peter denied this, stating instead he was

present when Mr. Dimakos first raised the idea of an estate freeze. This

is not a critical piece of evidence. But, Angie goes on to state: “Moreover,

knowing Peter, if he was not at the table then he was close by and involved

and exercising his influence.” There is no evidence for this self serving,

and bald statement. Angie wasn’t there.

e) Many of Angie’s contemporaneous emails are entirely contrary to her

current evidence or position. When Angie’s emails are clear and there is

no basis to deny what happened or what she said, Angie attempts to

explain her prior inconsistent behaviour and statements on the basis of

“misrepresentations” or “bad advice”, or her conclusion that she “now

understands” or “believes”.

f) Angie makes statements drawing various conclusions about the validity of

the estate freezes. How? Angie testified in her cross-examination that her

understanding and belief on s. 85 Income Tax Act rollovers (i.e. estate

freezes), was “self taught” and comes from her extensive “googling” on “s.

85 and how they work”. As a result, she states as a fact the necessary

accounting and legal requirements for an estate freeze.

[225]

When a witness gives evidence contrary to Angie’s position, Angie

attacks the credibility and reliability of that witness. According to Angie, these

witnesses are not believable, incompetent, fraudulent, misrepresenting, gave

wrong advice, are biased, or are simply doing “Peter’s bidding”. Angie blames

Gregory, her brothers, Mr. Rush, the accountants, Mr. Sopov, and even her estate

lawyer Caroline Abela (for failing to discover that the estate freeze had not

occurred when Angie challenged Gregory’s will). A few examples:

a) Angie alleges Mr. Dimakos’ evidence is biased in favour of Peter, despite

the fact that Mr. Dimakos stopped working for Barbara and Gregory 20

years ago, never worked for Peter, John or Bill and has not worked for any

member of the family or the companies since 2002. Angie states “It is

unclear how Strath [Mr. Dimakos] can believe this to be true given that the

Fraudulent 2002 Estate Freeze did not occur”. She suggests that Mr.

Dimakos’ statements are “biased and argumentative”. Angie conveniently

ignores that she wasn’t there, didn’t know about the estate freeze until

2012, and the overwhelming documentary evidence to the contrary. And,

Angie ignores that Mr. Dimakos’ evidence is entirely supported by the

contemporaneous documents.

b) Angie states that the financial records showing loans payable by Truckers

Haven businesses “suspiciously appeared” or were manipulated by Mr.

Stamatopoulos “at Peter’s insistence”. Angie says this despite the fact she

was responsible for the accounting and financial affairs for Truckers Haven

businesses until at least 2017, dealt with Mr. Stamatopoulos, and had

possession of the financial records (and refused to return them) until not

long before she commenced this action. Angie filed a complaint with the

Chartered Professional Accountants of Ontario (“CPA”) in 2020 against Mr.

Stamatopoulos alleging that Mr. Stamatopoulos fabricated documents (the

financial records). After a review by the CPA’s Committee, they found “no

evidence presented to indicate that financial records were fabricated or

manipulated to provide false or misleading financial reports by allocating

corporate debts in contravention of the Income Tax Act or producing

dividend allocation not in accordance with CRA rules or Articles…” I

recognize this finding is not binding on this court, but, I add this comment

because this finding is consistent with the fact that Angie’s bald statements

and allegations that the financial records were fabricated or manipulated

continue to have no evidentiary support, including the evidentiary record

before this court.

c) Angie alleges that Gregory forged Barbara’s signature on various

documents and produces other documents to suggest the signatures are

not the same – thereby disparaging her father - with no evidence to support

this statement. Angie makes this serious allegation of forgery with no

handwriting expert and no explanation as to why one was not retained in

the past two and half years. Then Angie agrees that some of the alleged

forged documents are irrelevant, leaving the court to wonder why such

speculative and unsupported statements were made in the first place. On

other relevant documents (Master Steaks estate freeze Subscription and

Resolutions document), Angie now claims she received these critically

important documents in 2013 but didn’t review them, and only years later

discovered (and now alleges) that her mother’s signature was forged – by

her father – again without a handwriting expert. And like so much of

Angie’s evidence, she takes this speculation to new heights by suggesting

that Gregory forged Barbara’s signatures “at Peter’s insistence” with no

evidentiary support.

[226]

Angie’s evidence is full of inconsistencies and taking inconsistent

positions. A few examples:

a) Angie states she was told the only forms required to effect an estate freeze

were the T2057 forms, and she proceeded to sign necessary Master

Steaks estate freeze documents in 2013 based on legal advice she

received that additional documents were needed to regularize the 2002

Master Steaks estate freeze. However, Angie readily accepts that the

Truckers Haven Holdco estate freeze occurred despite the fact it too didn’t

have complete corporate documentation (such as the original executed

rollover agreement for Truckers Haven found in 2021). The only difference

is that Angie participates in the Truckers Haven estate freeze but does not

participate in the Master Steaks estate freeze.

b) Angie complains that her brothers didn’t continue the Master Steaks

Holdco’s past dividend policy to her detriment for the brief time she held

some Preference Shares in Master Steaks Holdco. However, Angie also

complains that her brothers didn’t (and shouldn’t) continue the Trucker’s

Haven Holdco’s past dividend policy. It depends on what financially

benefits Angie.

c) While Angie now takes issue with the resolutions passed in 2013 to rectify

corporate record deficiencies in the Master Steaks estate freeze, she had

no hesitation suggesting to her brothers in writing that they “create

resolutions to effect” significant alterations to the corporate legal

obligations to implement her proposed settlement of the VTB monies

distribution.