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  
Plaintiffsmotion 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 suggestingthat 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 otherssignatures. 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 offon 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 Angies 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 shareholdersloan. 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. Stamatopoulosclear 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 shareholders 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 limitations 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 discoverablewhen 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 accountantfor 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  
misrepresentationsor 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.  
[227]  
Some of Angie’s statements clearly make no sense or appear to be  
more akin to legal submissions. For example, she says that the sole director,  
Gregory, as a result of Barbara’s death, could not sign the Master Steaks  
regularizing resolutions in 2013 despite the resolutions being prepared by Mr.  
Rush, counsel retained by her. Angie has led no evidence or make any legal  
argument that Gregory, as the sole surviving director, could not sign the  
resolutions. By law, when a director dies, they cease to hold office and the  
remaining directors can manage the corporation until a new one is elected (if  
required by the by-laws).  
[228]  
While Angie makes statements as though factual, they need to be  
carefully scrutinized because often they are based on her belief, her speculation,  
or her misunderstanding. For example, during cross examination she testified that  
“Preference shareholders are not real shareholders. They’re investors. They’re  
the guys who infuse the initial capital. They are non-participant. They don’t  
participate in any of it. They don’t own any of it. All they own is a debt owed to them  
by the holding company for the money they put into it…” This demonstrates her  
lack of a proper understanding of shareholdings, debt and corporate management.  
[229]  
And then there is Angie’s improper conduct which demonstrates the  
length Angie will go to advance her financial position:  
a) Angie altered negotiated cheques prior to giving them to the CRA during  
its audit to support her alleged construction loan by writing after the fact  
reasons for the cheque on its face. The altered cheques were given to the  
CRA as proof of Angie’s loan.  
b) Attempting to after-the-fact amend the redemption of her shares in Master  
Steaks Holdco into a share transfer to “block” Gregory’s voting interest.  
This included altering the back of the share certificate and creating an after  
the fact Notice of Objection. Angie in an email dated May 28, 2016 (after  
the redemption) actually told Bill to get the Minute Book from Mr. Rush and  
“take out anything in there that refers to the redemption and my  
Shareholder’s certificate and keep that out of the books..”;  
c) Admitted, in writing, to cancelling a real estate listing agreement to defeat  
the selling agent’s entitlement to a commission and to deprive her own  
broker of the real estate commission; and  
d) Wanting her brothers to accept her proposed resolution or she would report  
them to CRA for tax evasion.  
[230]  
Angie’s anger over having been excluded in the Master Steaks estate  
freeze and later her lack of inheritance from her father, colours her motives, beliefs,  
and statements in her claims and statements. A few examples:  
a) Angie believes her parents would not have excluded her from Master  
Steaks, leading her to make such statements as “it is not believable that  
the Parents were unanimously in agreement to exclude me from ownership  
of Master Steaks”. She makes this statement despite the overwhelming  
evidence to the contrary. This belief leads Angie to make statements such  
as suggesting that Gregory in 2002 “purported to proceed with the  
fraudulent estate freeze by forging Barbara’s signature” but then goes  
further to suggest that the forgeries may have been done in 2013 “at my  
brother Peter’s insistence”.  
b) Angie denies that the estate freeze documents were signed at the  
restaurant as stated by Mr. Dimakos because she believes there would  
have been no private place for the accountant, the lawyer, and her parents  
to sign documents.  
[231]  
I reject any evidence of Angie where it was inconsistent with the  
evidence of another deponent or a contemporaneous document.  
I. Master Steaks Estate Freeze  
The Estate Freeze  
[232]  
Angie alleges that the Master Steaks estate freeze occurred without  
Barbara’s knowledge or consent and Barbara remained a 50% shareholder in  
Master Steaks. I reject each of these submissions. There is no evidentiary  
   
support for this claim. More importantly, it is entirely inconsistent with the vast  
and overwhelming evidentiary record, both documentary and testimony, to the  
contrary.  
[233]  
When confronted with the evidence of Mr. Dimakos and the 2002  
signed rollover agreement and the CRA 2002 filed T2057, Angie states she  
believed that Gregory “ultimately aborted the idea” of the Master Steaks estate  
freeze. Now, did Gregory forge documents to make the estate freeze occur or did  
he change his mind? Angie alleges both. They are inconsistent.  
[234]  
Besides, I reject that Angie didn’t look at the Subscription and  
Resolution Documents in 2013 when she had been challenging the Master Steaks  
estate freeze. But even accepting her evidence that she didn’t look at these  
documents until 2016 and then believed that Barbara’s signature had been forged  
(something that was never raised until this proceeding in 2019 and without expert  
proof), Angie does not explain why she did nothing, including moving to set aside  
the Master Steaks estate freeze in 2016 based on this evidence. It raises a very  
serious limitation issue regarding her challenge to the Master Steaks estate freeze.  
[235]  
Angie also fails to explain why, if Gregory had aborted the idea of the  
Master Steaks estate freeze, why would Gregory not raise this issue in 2012 or  
2013 before the regularizing documents were signed? Or why Angie didn’t  
advance this claim before Gregory died?  
[236]  
Angie also alleges that Barbara and Gregory did not give up their  
respective 50% shareholding in Master Steaks. Presumably, this was based on  
the contents of the Minute Books in 2012. There is a serious fundamental flaw  
with this speculation. The only shares Barbara and Gregory had in Master Steaks  
before the estate freeze were Common Shares. Had they kept their Common  
Shares, it would not have been a valid or effective estate freeze. More importantly,  
the T2057 filed with the CRA actually shows that Barbara and Gregory disposed  
of their Common Share at fair market value and received Preference Shares with  
a redemption of that same fair market value that is the essence of an estate  
freeze. Then there are the 2002 signed Subscription and Resolution Documents  
that documented the various share transactions by Barbara and Gregory to  
implement the Master Steaks estate freeze. Then there is the 2002 Rollover  
Agreement signed by her parents. When all considered, there is no basis to  
suggest or conclude that Barbara and Gregory continued to hold 50% each of the  
common shares in Master Steaks after 2002.  
[237]  
The above facts clearly establish that Barbara and Gregory intended  
to and did implement the Master Steaks estate freeze in 2002. All the  
contemporaneous evidence, documentary and testimonial evidence, establishes  
that Barbara and Gregory intended the Master Steaks estate freeze to occur in  
2002; their accountants proceeded to implement that estate freeze; the documents  
to implement the estate freeze were signed and filed with CRA; and everyone  
relied on the fact that estate freeze had been implemented.  
[238]  
I reject Angie’s position that the Master Steaks estate freeze did not  
occur in 2002 or that it wasn’t affected then.  
[239]  
Perhaps, if that was the end of the story, this court might have to get  
into the issue whether the effect of any missing or incomplete documentation in  
2012 resulted in the Master Steaks estate freeze not being legally implemented or  
effective in law. However, even that issue was put to rest in 2013.  
Regularizing the Master Steaks Estate Freeze  
[240]  
In 2012, when Barbara died, not all the necessary corporate  
documentation for the Master Steaks estate freeze could be found; some perhaps  
because they were not completed; others because they were missing at the time.  
[241]  
Mr. Rush was retained by Angie, Peter and Bill. Accountants were  
questioned. The CRA was questioned. Financial Statements were reviewed and  
to quote the CPA (from their decision in Angie’s complaint against Mr.  
Stamatopoulos) and Mr. Stamatopoulos for the years leading up to 2012, the CRA  
accepted the estate freeze throughout including their audits”.  
[242]  
The investigations and enquiries were done at Angie’s insistence  
because Angie challenged that the Master Steaks estate freeze had occurred.  
 
[243]  
In 2012 and 2013, Gregory did not dispute that the Master Steaks  
estate freeze had taken place in 2002. Surely, if one of the key persons who  
controlled Master Steaks and decided to proceed with the Master Steaks estate  
freeze, and who instructed the lawyers and the accountants to implement the  
Master Steaks estate freeze in 2002 and executed the necessary documentation  
in 2002, had disputed the existence or validity of the Master Steaks estate freeze,  
it would have become an issue in 2012-2013. Yet, the only evidence is that in  
2013 Gregory signed all the corporate documents needed to regularize the Master  
Steaks estate freeze reconfirming the estate freeze had occurred in 2002.  
[244]  
Angie was given copies by Mr. Rush of the Subscription and  
Resolution Documents (Subscription and Resolution Documents) signed by her  
parents in 2002, which clearly show that Angie was excluded from the Master  
Steaks estate freeze. Given the significance of the Master Steaks estate freeze to  
Angie and her desire to challenge its validity, if necessary, I would reject Angie’s  
evidence that she didn’t look at these documents in 2013 when given to her.  
[245]  
After the investigations, everyone, including Angie, accepted that the  
Master Steaks estate freeze had occurred in 2002 and proceeded to complete the  
missing and needed documentation in 2013 to regularize the 2002 Master Steaks  
estate freeze. Angie attended the corporate meeting to sign, and did sign, the  
necessary documents. Angie knew and understood, after leaving the meeting, that  
she was not a shareholder of Master Steaks Holdco or Master Steaks, except to  
the extent Angie would inherit some Master Steaks Holdco Preference Shares  
through Barbara’s Estate.  
[246]  
Upon executing all the regularizing documents in 2013, the Master  
Steaks estate freeze now had all the necessary documents duly completed.  
[247]  
Even without the regularizing documentation, rectification at law  
would have been available if become necessary. In dealing with a tax transaction,  
the Court of Appeal in Attorney General of Canada v. Juliar, 50 O.R. (3d) 728,  
upheld the rectification of the transaction where the court found clear and  
convincing evidence that the applicants had a common and continuing intention  
from the inception of the transaction:  
[33] In Re Slocock's Will Trust, [1979] 1 All E.R. 358 (Ch. D.) the court was  
concerned with an application for rectification of a deed designed to reduce or avoid  
payment of tax on the death of a party, but which deed mis-described the property  
involved due to a solicitor's error. In granting rectification, Graham J. said the  
following at pp. 361 and 363:  
The general principle in regard to rectification is clearly stated in Snell's  
Principles of Equity [now Snell's Equity, 30th ed. p. 693] in the following words:  
"If by mistake a written instrument does not accord with the true  
agreement between the parties, equity has power to reform, or rectify,  
that instrument so as to make it accord with the true agreement. What is  
rectified is not a mistake in the transaction itself but a mistake in the way  
in which that transaction has been expressed in writing. `Courts of Equity  
do not rectify contracts; they may and do rectify instruments purporting to  
have been made in pursuance of the terms of contracts'."  
. . . . .  
The true principles governing these matters I conceive to be as follows. (1) The  
court has a discretion to rectify where it is satisfied that the document does not  
carry out the intention of the parties. This is the basic principle.  
(Emphasis added)  
[248]  
After the execution of the regularizing documents, the accountants,  
CRA and the parties continued to rely on the fact the Master Steaks estate freeze  
had occurred in 2002.  
[249]  
Angie continued to believe and assert until 2018 that the Master  
Steaks estate freeze had in fact occurred, that is, until Gregory’s death – the one  
person who could, with authority and knowledge, put an end to any such challenge  
by Angie as to the validity of the Master Steaks estate freeze.  
[250]  
I conclude that, if necessary, the regularizing documents did what  
everyone expected and intended them to do complete the necessary  
documentation to ensure that the Master Steaks estate freeze had occurred in  
2002.  
The Alleged Misrepresentations  
[251]  
Now, Angie has several significant hurdles to overcome in any  
challenge to the Master Steaks estate freeze the 2002 clear and compelling  
evidence; the documents she executed in 2013; and a course of conduct that she  
(and everyone else) acknowledged the Master Steaks estate freeze for years.  
 
[252]  
Angie alleges that she “discovered the fraud committed while having  
Gregory’s will reviewed by her solicitor because she had questions and concerns  
arising from the Individual Defendants’ distribution VTB Mortgage Payout which  
led to Angie’s discovery that the Representations made by Peter were false…”  
Angie does not go into any detail as to what it was regarding Gregory’s will that  
uncovered this “fraud” regarding the Master Steaks estate freeze. Angie states  
that she “discovered” the alleged “fraud” on March 31 or April 1, 2018.  
[253]  
Angie seeks to overcome the documents signed by Gregory, her  
brother, and herself in 2013 by alleging that she would not have signed the  
documentation but for “fraudulent misrepresentations”. The alleged  
misrepresentations are set out in the Statement of Claim and Angie’s first affidavit  
at paragraph 60-70.  
[254]  
This court, for the reasons set out herein, finds there were no  
misrepresentations, negligence, or fraud as alleged or otherwise by Peter, Mr.  
Rush, Mr. Stamatopoulos or anyone to get Angie to sign the corporate documents  
in 2013. The allegations of “fraudulent misrepresentations” by Angie is a  
misconceived attempt to circumvent her exclusion in the Master Steaks business.  
[255]  
Let me deal with each of the alleged misrepresentations:  
a) Angie alleges the following misrepresentation: Peter said he was present  
and witnessed the estate freeze documents being signed by Gregory and  
Barbara. This is denied by Peter who states he was only present when Mr.  
Dimakos raised the possibility of the estate freeze with Gregory and  
Barbara. In any event, even if Peter’s statement was true, this was not a  
material misrepresentation nor one which would have induced Angie to  
execute the regularizing documents in 2013. Given all the evidence of  
what occurred in 2002, even if Peter made this misrepresentation, it would  
not have changed the fact the Master Steaks estate freeze was affected in  
2002.  
b) Angie alleges the following misrepresentation: The Estate Freeze was Mr.  
Dimakos’ idea. It is not clear why this would be a material  
“misrepresentation”. Mr. Dimakos acknowledges it was his idea and he  
suggested it to Barbara and Gregory. Therefore, the representation was  
true. In any event, I see no connection between this allegation and why  
Angie would be improperly induced to sign the 2013 documents because  
of this statement.  
c) Angie alleges the following misrepresentation: Mr. Dimakos incorporated  
Master Steaks Holdco. Mr. Dimakos attested that he retained a corporate  
lawyer (Mr. Tatsiou) to do incorporate a holding company and Mr. Tatsiou  
did so. I see no connection between this allegation and why Angie would  
be improperly induced to sign the 2013 documents because of this  
statement.  
d) Angie alleges the following misrepresentation: Peter told her that the  
Master Steaks estate freeze was what Barbara wanted. Despite the various  
inconsistent statements made by Angie, all the other evidence, including  
the evidence Mr. Dimakos, Mr. Stamatopoulos, Barbara’s signature on the  
T2057, and subsequent tax filings and other signed documents before Mr.  
Dimakos and Mr. Tatsiou in 2002, Barbara’s unchallenged and undisputed  
signatures on the Rollover Agreement and the T2057, all demonstrates that  
Barbara intended to and did proceed with the Master Steaks estate freeze.  
In addition, there is the direct evidence of Mr. Stamatopoulos, who  
specifically questioned Barbara on this issue and Barbara confirmed to him  
that she understood and agreed to the Master Steaks estate freeze without  
Angie’s participating in that estate freeze. Even if Peter made this  
statement, I do not view it as a misrepresentation.  
e) Angie alleges the following misrepresentation: the finding of the T2057 or  
other needed documentation “had nothing to do with hurrying up to update”  
the corporate records. The fact is that Angie didn’t agree to “regularizing”  
the corporate records until after the T2057 filings with the CRA, with  
Barbara and Gregory’s signatures on them, were confirmed and copies  
obtained from the CRA as to what had been filed in 2002. The T2057 with  
her parent’s signatures was the last key document, at least for Angie, to  
her decision that the Master Steaks estate freeze had actually occurred in  
2002, and she then, and only then, agreed to execute the 2013  
documentation. Nevertheless, there was then (and still is) a considerable  
amount of additional overwhelming documentary and other evidence of the  
implementation of the estate freeze in 2002. I do not consider this a  
misrepresentation or a false statement. The investigations took almost a  
year, resulting in legal advice from Mr. Rush and acceptance of that advice  
by Angie. Given this court’s finding that the Master Steaks estate freeze  
had occurred in 2002, there was nothing wrong about the advice Mr. Rush  
provided.  
f) Angie alleges the following misrepresentation: if the Minute Books were not  
updated, they would not be able to probate Barbara’s will and distribute  
shares. This is not a misrepresentation. It is true. Angie took issue with  
what was included in Barbara’s estate. Until the issue of whether the  
Master Steaks estate freeze had been resolved, probating Barbara’s will  
and a distribution to the beneficiaries could not occur.  
g) Angie alleges the following misrepresentation: the filing in 2002 of the  
executed and filed T2057 with Barbara and Gregory’s signatures with the  
CRA was sufficient “proof” that the Master Steaks estate freeze took place.  
To Angie, this was significant evidence that the Master Steaks estate  
freeze had taken place. But that should not be taken in isolation. I will not  
repeat the rest of the documentary and testimonial evidence that was clear,  
cogent and overwhelming that the Master Steaks estate freeze had been  
implemented in 2002.  
h) Angie alleges that the following misrepresentation: Peter told her she was  
“crazy” to think that Barbara wanted her to have any of Master Steaks.  
Whether true or not, this is not a misrepresentation. It was not material nor  
would it be such as to induce Angie to sign the 2013 documents. The  
evidence establishes and the fact is that Barbara understood, knew and  
decided that Angie was to be excluded from the Master Steaks estate  
freeze.  
[256]  
Angie admits that she continued to recognize the Master Steaks  
estate freeze right up until March 2018. But if she discovered the “fraud” in 2018,  
why did she not challenge the validity of the Master Steaks estate freeze until  
2019? The answer is simple Gregory was still alive and would have been able to  
testify as to the Master Steaks estate freeze. It was only after Gregory died that  
Angie brought forward allegations of fraud, misrepresentations, and conspiracy to  
set aside the Master Steaks estate freeze.  
[257]  
One last issue. Angie takes the position that there was a failure to  
comply with the closing requirements under Article 11 of the roll-over agreement.  
This argument comes too late. Once the regularized corporate documents were  
signed in 2013, including by Angie, the failure to complete any documents in 2002  
became irrelevant. This claim has no merit:  
a) Any non-compliance with the closing requirements (ie. formal delivery of  
documents) became moot, when the transaction was completed and all  
parties to it, proceeded on the basis that the Master Steaks estate freeze  
had occurred and was effective.  
b) One of the resolutions passed in 2013 included one that adopted and  
confirmed all prior corporate acts. As such, any non-compliance became  
moot.  
c) Article 11.4 expressly provides that all “personal representatives,  
successors and assigns” are to do such other acts necessary and desirable  
to give effect to the Rollover Agreement. As such, Barbara’s estate is  
required to execute any documents to regularize the estate freeze, if  
necessary, by virtue of this provision in the signed Rollover Agreement  
found in 2021 which agreement is not disputed by Angie or her counsel.  
d) By everyone’s conduct and corporate reporting from 2002 to date, the  
parties and companies are now be estopped from denying the validity and  
existence of the Master Steaks estate freeze in 2002.  
[258]  
There is no genuine issue requiring a trial on the alleged  
misrepresentations or that Angie relied on these alleged misrepresentations.  
The Validity of the Master Steaks Estate Freeze  
[259]  
There is no need for me to rely on the court’s additional powers to  
make this determination.  
[260]  
Eliminating Angie’s bald statements, speculation and unsupported  
belief, the documents, direct evidence of the accountants and the parties as to  
what occurred from 2002 to date, is more than sufficient for this court to conclude  
that a determination can be made that is fair and just to the parties.  
[261]  
I find that the Master Steaks estate freeze in 2002 was valid,  
enforceable, and occurred in 2002. Alternatively, any deficiency was rectified in  
2013. In the further alternative, Angie, the Individual Defendants, and the  
companies are now be estopped from raising any technical deficiency to challenge  
the validity that the Master Steaks estate freeze occurred in 2002.  
[262]  
If necessary, I would have concluded that Angie’s claim is statute  
barred by the Limitations Act. The limitation period for any challenge to the validity  
 
of the Master Steaks estate freeze commenced in 2012 when Angie first became  
aware of the documentary deficiency and could have challenged the Master  
Steaks estate freeze.  
[263]  
There are several additional issues raised by Angie relating to the  
Master Steaks businesses which I will deal with next:  
a)  
The redemption of Angie’s Master Steaks Holdco Preference Shares;  
and  
b)  
The lack of dividends from Master Steaks Holdco from 2012 to 2016.  
Redemption of Angie’s Master Steaks Holdco Preference Shares  
[264]  
Upon Barbara’s death in 2012, Angie inherited 81,250 Preference  
Shares in Master Steaks Holdco, as did each of her brothers (for a total of 243,750  
Preference Shares held by her brothers, who also held a total of 300 Common  
Shares).  
[265]  
Angie was aware that these Preference Shares could be redeemed  
for $1 per share as provided for in the Articles of Incorporation. She was told this  
in writing by Mr. Rush in his letter of September 13, 2013, before the execution of  
the 2013 regularizing corporate documents for the Master Steaks estate freeze.  
[266]  
Peter, Bill and John decided to redeem Angie’s Preference Shares in  
Master Steaks Holdco in 2015.  
 
[267]  
Angie did not dispute the right to redeem those shares but wanted an  
indemnity as a condition of the redemption. Peter, John and Bill disagreed that an  
indemnity was needed. Negotiations led nowhere. Peter, John and Bill scheduled  
a meeting for March 8, 2016, to redeem Angie’s Preference Shares in Master  
Steaks Holdco.  
[268]  
On February 25, 2016, in anticipation of the redemption of Angie’s  
Preference Shares, Angie sent Peter a copy of a signed release in favour of Master  
Steaks Holdco and her brothers.  
[269]  
The meeting proceeded on March 8, 2016. Angie attended the  
meeting. Angie’s Preference Shares were redeemed for $100,000 (more than the  
$1 per share) on March 8, 2016. Angie signed the back of the Preference Share  
certificate as evidence of the cancellation and handed in her Preference Share  
certificate at the meeting. Angie accepted the $100,000.  
[270]  
In Angie’s responding affidavit, she states she would not have signed  
the release but for Peter’s misrepresentations. For the reasons set out above,  
there were no such misrepresentations.  
[271]  
Another position taken by Angie is that she alleges, during her cross  
examination, that she was told by her father (at a time that she couldn’t remember)  
that the $100,000 had come from Gregory. So, Angie states:  
It turns out it never came from the company. It turns out it was my father’s money.  
And nobody signed the instructions of what we gave him. It wasn’t done. There  
was no share for share transfer. There was no purchase. There was no  
redemption. Nothing happened. All this went down the tubes. This whole deal  
died.  
[272]  
In response, Bill produced a document which shows that he  
contributed 1/3 of the $100,000 from his bank account for the money used for the  
redemption of Angie’s Master Steaks Holdco shares. Peter states he and John  
also contributed their share of the $100,000 but had not located the bank  
documents at the time of swearing the affidavits.  
[273]  
I am not persuaded that the source of the $100,000 is material to the  
validity of the redemption or Angie’s Preference Shares. Angie agreed to the  
redemption of her shares before the meeting and before she knew where the  
money was coming from or came from. Wherever the money came from is a  
corporate accounting issue, even if it came from Gregory.  
[274]  
The redemption of Angie’s Preference Shares in Master Steaks was  
a valid transaction, duly authorized and properly carried out. The right to redeem  
was known to Angie and accepted by Angie. There was nothing improper or  
oppressive with the redemption of Angie’s Master Steaks Holdco Preference  
Share.  
[275]  
Another position taken by Angie is that Barbara continued to own 50%  
of the common shares of Master Steaks (not Master Steaks Holdco). For the  
reasons set out above, there is no merit to this allegation.  
[276]  
Lastly, Angie would have known about any claim she would have  
regarding the redemption of her Preference Shares in Master Steaks Holdco on  
March 6, 2016, more than two years prior to the commencement of this action.  
Having rejected Angie’s “misrepresentation”, “fraud”, and “conspiracy” arguments,  
there is no discoverability issue. This claim is statute barred by the Limitations Act.  
[277]  
This court can fairly and justly determine without a trial and has  
determined that the redemption of Angie’s preference shares in Master Steaks  
Holdco was valid and were not oppressive to Angie’s interests. This determination  
can be made without the court needing to use its additional powers.  
[278]  
Angie’s claim in this regard is dismissed.  
Lack of Dividends from Master Steaks’ Business  
[279]  
Given this court’s determination that the 2002 Master Steaks estate  
freeze was valid and enforceable, Angie was not entitled to dividends from this  
business except to the extend any dividends were declared after Barbara’s death  
in 2012, when Angie inherited and held 81,250 Preference Shares in Master  
Steaks Holdco until their redemption in 2016.  
 
[280]  
There is no evidence that any dividends were declared to any of the  
shareholders during this period.  
[281]  
Angie suggests that the dividend policy was changed during this  
period. Yet, Angie does not set out what the dividend policy was or how it changed.  
[282]  
Angie alleges that monies were paid out as “management fees” to her  
brothers. Yet, she puts forward no evidence to support this allegation.  
[283]  
The details and evidence supporting Angie’s allegations on this claim.  
None.  
[284]  
It is also important to remember that from late 2013 until at least early  
2016, Angie was responsible for the financial matters for the family companies  
(including Master Steaks companies) and dealing with Mr. Stamatopoulos. Angie  
would have had knowledge of the corporate and financial affairs of the Master  
Steaks business. Angie raised no complaint regarding dividends or anything else  
during the period in question.  
[285]  
In these circumstances, Angie’s claim for any dividends from Master  
Steaks Holdco would have been known to Angie during the period of 2013 to 2016.  
This claim is brought more than two years prior to the commencement of this  
proceeding. Accordingly, this claim is barred by the Limitations Act.  
[286]  
I am satisfied that this court can fairly and justly determine Angie’s  
claim for dividends from the Master Steaks Holdco Preference Shares without  
requiring a trial. This court can make this determination in a fair and just manner  
without resorting to the use of its additional powers.  
[287]  
Any clam Angie has for any dividends from the Master Steaks Holdco  
after the redemption is dismissed. This includes any claim that this alleged  
conduct was oppressive to Angie.  
Conclusion Regarding Angie’s Master Steaks’ claims  
[288]  
A great deal of Angie’s claims in this proceeding, both monetary and  
oppression related claims, relate directly or indirectly to her rejected claim that the  
2002 Master Steaks estate freeze did not occur or her allegations of  
“misrepresentation”.  
[289]  
All claims advanced by Angie, financial or allegations of oppression,  
regarding or relating to Master Steaks, are hereby dismissed. A trial is not required  
for a fair and just determination of these issues.  
II. Truckers Haven’s Distribution of VTB  
[290]  
The second major claim advanced by Angie relates to the distribution  
of the Truckers Haven’s VTB monies.  
The Positions of the Parties  
     
[291]  
Angie takes issue with the following payouts from the VTB distribution:  
(a) revealed a journal entry from the financial statements of 762 for $574,204, as  
an intercompany debt payable to Master Steaks (the “Master Steaks Loan”). This  
was the first I had ever heard of and learned of the Master Steaks Loan;  
(b) revealed loans allegedly made by the Parents to 762 in the amount of  
$2,723,034 (the “Parents’ Loan”), which was never previously documented or  
listed in the minute books, records or financial statements of 762; and  
(c) did not account for the repayment of the balance owed on the Gas Station  
Construction Loan, the Realtor Commission or any of the declared and unpaid  
dividends to the credit of the common shareholders and retained in 762.  
(d) Did not adhere to Holdco’s Dividend policy for distribution of corporate assets  
paid to each Class of shareholders; and  
(e) The Individual Defendants, distributed the $3,387,205.99 VTB money  
belonging to Holdco out from the 762 bank account, 20 days after the death of my  
father, without my consent or input as, their sister, Director, Officer or Shareholder  
for the two Classes of Shares.  
(Emphasis added)  
[292]  
The Individual Defendants state that repayment of the Truckers  
Haven’s loan was a reasonable business decision by the directors to Truckers  
Haven. The Individual Defendants also state that the financial records of Truckers  
Haven had previously recorded the outstanding loans questioned by Angie for  
years as legitimate corporate loans; the financial records of Truckers Haven did  
not and had never shown the alleged loans Angie claims for the Construction Loan  
or the Real Estate Commission; and the historical dividend policy continued to be  
carried out in exactly the same manner before and during the time Angie was  
responsible for financial affairs of the Truckers Haven businesses. The  
Defendants also raise the Limitations Act.  
[293]  
The draft payout by Mr. Stamatopoulos is set out in an email to all the  
Children dated October 20, 2017. It explains and sets out the various intercompany  
debts which resulted in the draft VTB distribution to Gregory, to Barbara (i.e. to the  
four Children as the inheritors of Barbara’s Preference Shares), the Master Steaks  
Loan and the unpaid dividends of 2017. This was approved by the directors.  
The Issues  
[294]  
The two issues to be decided are:  
a) Did the directors of Truckers Haven businesses make a reasonable  
business decision that the corporate liabilities of Truckers Haven  
businesses be paid first?  
b) Can this court make a fair and just determination on the validity and  
quantum of Truckers Haven business loans which have been questioned  
by Angie?  
Overview  
[295]  
As stated above, on November 16, 2017, the directors passed, among  
other resolutions, a resolution that the debts and liabilities of Truckers Haven’s  
businesses be paid out from the VTB monies first. The decision to pay out Truckers  
Haven business outstanding liabilities was a reasonable corporate decision made  
by the directors at a directors meeting. I am satisfied that the decision cannot and  
should not be interfered with by this court as there is no good reason to do so.  
   
[296]  
I am satisfied that any issues of the loans raised by Angie can be fairly  
and justly determined on the motion materials before me, without requiring a trial.  
Some require the use of the court’s additional powers, and I will identify when that  
is necessary.  
[297]  
The VTB distribution breakdown approved by the Truckers Haven  
businesses’ directors was as follows:  
a) $17,565 paid as the additional probate tax on the increase in the value of  
Barbara’s Estate, since her death in 2012 to the Ministry.  
b) $1,361,067 to the Estate of Gregory as repayment of the alleged Parents Loan,  
and then to be distributed according to and for the benefit of Peter and John,  
as per Gregory’s Will;  
c) $1,385,383 to the Estate of Barbara as repayment of the alleged Parents Loan,  
which was then divided equally amongst the four Ioannidis Children, as per  
Barbara’s Will in the amount of $346,345.75 each as inheritance and, the total  
amount now subject to the additional Estate Probate Tax;  
d) $574,204 to Master Steaks on account of repayment of the Master Steaks  
Loan;  
e) $41,157 as retained unpaid dividends for 2017 to the Holdco bank account;  
and  
f) $7,534 for legal fees to Mark for his services.  
A Reasonable Business Decision  
[298] I turn to the question of Angie’s submission that dividends should have  
been paid out in priority to the Truckers Haven’ business’ outstanding loans.  
[299]  
Section 38 of the OBCA provides as follows:  
 
38 (3) The directors shall not declare and the corporation shall not pay a  
dividend if there are reasonable grounds for believing that,  
(a) the corporation is or, after the payment, would be unable to pay its  
liabilities as they become due; or  
(b) the realizable value of the corporation’s assets would thereby be less  
than the aggregate of,  
(i) its liabilities, and  
(ii) its stated capital of all classes.  
[300]  
Whether the amount of debts and loans in Truckers Haven or  
Truckers Haven Holdco, and paying dividends in priority, may have created a  
breach of this section is unclear. What is clear, is that payment of liabilities in  
priority to dividends is not an unreasonable corporate decision.  
[301]  
It should also be remembered that Angie had an opportunity to raise  
her objection at the November 16, 2017 directors meeting but she didn’t attend the  
director’s meeting and now seeks to attack the corporate decision made at that  
meeting.  
[302]  
The Truckers Haven businesses’ directors made several enquiries of  
Mr. Stamatopoulos even to the point of having him only review the loans  
substantiated based on actual documented tax filings and bank statements. Angie  
doesn’t explain why Mr. Stamatopoulos’ detailed review is incorrect. She points to  
no specific details. So, eventually, Angie alleges that the loans “suspiciously”  
appeared or were falsified, but again without any detail or supporting evidence to  
these bald statements.  
[303]  
I am satisfied that the directors decision to firstly pay out recorded  
loans as of 2017, was a reasonable corporate decision. Court will not and ought  
not to interfere with business decisions made by directors unless it is established  
that the decision was not done honestly, in good faith and in the best interests of  
the corporation. See Brunt Investments Ltd. V. KeepRite (1991) 3. O.R. (3d) 289  
at 320 (C.A.).  
[304]  
Here there is no evidence of bad faith or that the decision was not in  
the best interests of the Truckers Haven businesses other than Angie’s allegations  
that the loans were not recorded or suspiciously appeared without any support for  
such bald allegations despite previously having and continuing to have access to  
the corporate and financial records in this proceeding and the direct evidence of  
Mr. Stamatopoulos to the contrary. And eventually agreeing that the amounts do  
come from the corporate financial statements.  
[305]  
Nevertheless, let me go on to review whether the issues raised by  
Angie regarding the VTB distribution monies raise an issue requiring a trial.  
Angie’s Issues with the VTB distribution  
[306]  
Initially, Angie’s position, in an email from her in the summer of 2017,  
was that Mr. Stamatopoulos review the books and records to determine the  
appropriate payout of the VTB monies and that a meeting should be held to discuss  
the payout. That is exactly what occurred.  
 
[307]  
However, Angie’s position changed when Mr. Stamatopoulos  
reviewed the books and records and produced the draft VTB payout to the four  
Children on October 20, 2017.  
[308]  
Angie didn’t like that draft VTB payout as she would only get ¼ of  
$1,361,967 (her share of preference shares previously held by Barbara).  
[309]  
Angie then put forward her own proposal for the VTB payout, but it  
included major changes to the corporate organization of all the family businesses  
and essentially a shareholders’ agreement. Angie sought to overcome the  
corporate structure her parents had created in the early 2000s and the  
consequences of Barbara’s estate to protect her interests going forward.  
[310]  
In the motion materials, Angie disputes the following specific Truckers  
Haven Loans:  
a) The existence and validity of the Master Steaks Loans.  
b) The existence and validity of the Barbara and Gregory Shareholder Loans.  
c) The lack of director resolutions for the declaration of dividends (which  
became shareholders loans).  
d) The failure to declare dividends within four months of the fiscal year end;  
and  
e) The failure to include her unpaid Real Estate commissions;  
f) The failure to include the outstanding interest on her $350,000 Mortgage;  
g) The failure to include payment of her unpaid Construction Loan,  
h) The failure to pay her interest for the delay in paying her entitlement of the  
VTB distribution monies;  
i) The inclusion of the additional probate tax for Barbara’s estate; and  
j) The failure to obtain her consent to the VTB distribution.  
[311]  
In an effort to blunt criticisms of her prior inconsistent emails on her  
challenge to the VTB distribution, Angie admitted in her affidavit, that on these  
issues, her position is and has been inconsistent with her past written statements:  
To the extent I sent any e-mails to Mark, Peter, Nick, and/or Mr. Sopov prior to  
April of 2018 that are inconsistent with the position I am taking this lawsuit, those  
communications reflect my being under the spell of Peter’s 2013  
Misrepresentations, as well as the incomplete and incorrect information they all  
provided to me during the years 2012 to March 30, 2018.  
[312]  
As stated above, I have rejected that there were any  
misrepresentations by Peter or others. Further, while Angie alleges “incomplete  
and incorrect information” was provided to her, there are no details as to what she  
refers to. It is just a bald statement.  
[313]  
One serious problem that runs through Angie’s allegations regarding  
the distribution of the VTB monies is that, like many other allegations, they are  
vague allegations, without specifics, without reference to any documents which  
support her position. And there are many documents, including authored by Angie,  
which are inconsistent with her current allegations. For example, Angie alleges  
that the Master Steaks loan to Truckers Haven businesses did not exist,  
suspiciously appeared, and was not real. However:  
a) Angie had the financial books and records of the companies until not long  
before this action;  
b) Angie had productions of/access to financial books and records from the  
companies in this proceeding;  
c) Angie knew Mr. Stamatopoulos’ statement under oath that the Master  
Steaks loan had been on the books since July 31, 2012 and remained so  
recorded for years; and  
d) Angie’s counsel cross-examined Mr. Stamatopoulos.  
Yet, Angie puts forward nothing to support her challenge to the existence or  
amounts of the loans or to show that these loans to Master Steak or to Barbara  
and Gregory were not recorded in the books. When pressed on this during the  
cross-examination, she eventually acknowledged the loans were reflected in the  
books but disputes “everything”.  
[314]  
Let me deal with each of these specific allegations:  
(a) The Master Steaks Loans  
Included in the VTB distribution were loans from Master Steaks to  
[315]  
Truckers Haven businesses from 2001 to July 31, 2012.  
[316]  
Angie alleges that the “Master Steaks Loan was not documented or  
reflected” in the records and books of the companies. Angie also alleges the  
distribution of the VTB monies was made based on “questionable inter-company  
debts and alleged Parent Shareholder loans that suspiciously “appeared” when  
the Gas Station was sold in 2007 and the proceeds of the VTB Mortgage related  
to the Gas Station were distributed in November 2017…”.  
[317]  
I reject Angie’s denial of the existence of Master Steaks loan and its  
recording in the corporate books and records:  
a) If the Master Steaks loan appeared in 2007, then surely Angie would have  
known about this loan when she took over responsibility of the Master  
Steaks financial records in 2013. Her references to the Master Steaks loan  
for years before 2017 confirms her knowledge of it.  
 
b) Angie knew of or had access to the corporate and financial records of the  
Master Steaks loan to Truckers Haven prior to 2017. Angie also had seen  
the 2013 Master Steaks financial statement which showed an amount  
owing to affiliated companies of $561,765. In response to questions about  
her knowledge of this information, Angie stated “Everything was based on  
misrepresentations to me”. This is not an answer that explains Angie’s now  
completely contradictory position.  
c) Angie signed offon the 2015 Truckers Haven financial statement which  
continued to show the Master Steak loan.  
d) As described above, Angie admitted on several occasions in her emails  
predating 2017, the existence and need to pay the outstanding Master  
Steaks loan by Truckers Haven. Yet, Angie now alleges that she never  
knew about the Master Steaks loan to Truckers Haven or that they are not  
real debts” of Truckers Haven.  
e) Angie acknowledge that the amounts (including the Master Steaks loan)  
come from the financial statements. During cross examination, Angie  
admitted that at the time “..I believed that Master Steaks was owed by the  
holding company and I believed the debt to Master Steaks was real from  
762”. Angie admitted that her prior admissions of the Truckers Haven  
business’ debt to Master Steaks was based on “The financial statements  
that Nick had prepared.” BUT, now Angie disputes everything:  
“So we have to look at the financial statements of 2’16 and 2’17. Because that’s  
where that number probably that number came from financial statements, which  
I now know were all in – they’re all in dispute. Everything that Nick did is in  
dispute…”  
(Emphasis added)  
[318]  
It is also important to note that the Truckers Haven’s business’ books  
and records were kept by Angie from the beginning (approx. 2001) until 2018, and  
Angie directed Mr. Stamatopoulos for Truckers Haven businesses financial  
matters and approved statements and returns. But, in 2019, Angie takes the  
position that the Master Steaks loan was not real or “suspiciously” appeared. But  
she doesn’t put forward a single document from a financial statement or record to  
support her allegation that the Master Steaks loan was not previously recorded on  
any prior financial records of Truckers Haven businesses.  
[319]  
[320]  
Angie’s evidence on this is simply not believable or reliable.  
On the other hand, Mr. Stamatopoulos states that the intercompany  
loans, including the Master Steaks loan, was recorded in the Truckers Haven and  
Master Steaks corporate records starting in 2001 until July 31, 2012, as Master  
Steaks loaned monies or paid expenses to Truckers Haven for the construction of  
the gas station. The records are available to the parties. They were put before  
Mr. Stamatopoulos during his cross-examination. Yet, there is no evidence  
contrary to Mr. Stamatopoulos’ evidence.  
[321]  
During Mr. Stamatopoulos cross examination, he described that the  
financial records that showed the Master Steaks loan: “the numbers were taken  
from the books and records of the companies.” He went on to say:  
A. Let’s take one, Master Steaks. Master Steaks, the balance on the books and  
records of the company was 574,204 and that’s that. This figure was accumulated  
over the years from literally from day one and that was what was shown on the  
records in 2017.  
A . In terms of Master Steaks, I would only look at the final figure because the  
figure hadn’t changed for two years, I believe. And it was the accumulation of all  
those transactions that went into Master Steaks from day one to 2017.  
Q. Okay and what was that comprised of, that figure? So are you telling me that  
Master Steaks advanced monies to 762?  
A. Advanced money as well as paid expenses.  
….  
A. I was doing, for example, both corporations, Master Steaks as well as 762,  
Truckers Haven was the name, the name before it was changed to 762. There  
were expenses paid on behalf o the truck stop. Those expenses would be  
allocated in the records of Master Steaks as a loan to 762519 Ontario. If there  
was an advance, a straight advance, it would be a loan as well. If they paid for the  
utilities, the taxes, anything like construction, architects, loan them some money to  
buy the land. I didn’t of course – I wasn’t there when they did that. That would be  
in that account and the total of that account amounted to 574,204.  
A. the expenses paid will be when your prepare the financial statements for  
Master Steaks, for example, you see Steaks cheques were payments that do not  
belong to the operation of the restaurant and then you ask questions. Any question  
asking and being informed that, oh no, this is for the truck stop. This is the utilities  
for the truck stop. This is for the architect of the truck stop. Or whatever other  
expenses that were paid.  
Q. Okay. So I just want to understand how you understood those expenses and  
what I mean by that is the number 574 that accumulated over the years, that was  
based on you seeing cheques and ledger expenses on the Master Steaks that  
were attributed to non-Master Steaks business  
Q, So to the extent that you assembled and accumulated that number of 574,000  
over the years, that was based on cheques and ledger entries on the Master  
Steaks payments not related to Master Steaks. Do I –  
A. Yes  
Q- have that right  
A. Not related to Master Steaks but related to the truck stop.  
(Emphasis added)  
[322]  
Angie alleges that there are no written loan documents, promissory  
notes, or director’s resolutions approving loans, so she now denies the validity or  
existence of the Master Steaks loan (and other loans except her alleged loans).  
Admittedly, there are no written documented loan agreements, or promissory  
notes, or directors resolutions approving the loans from Master Steaks to Truckers  
Haven. The lack of documentation does not mean in law that the loans weren’t  
valid and enforceable loans. When asked why there was no loan documentation  
described by Angie, Mr. Stamatopoulos said:  
A. Because we’re talking about a family who is not well-educated. They’re  
immigrants. They are husband and wife. They have a different philosophy in life  
about husband and wife. They live together until they die and it would be ludicrous  
for to be asked to every time- they do anything to put it in writing. They never  
used writing. They couldn’t communicate in writing, especially Gregory. He could  
hardly speak English.  
Q. In your experience, is it common in small family corporations to find or to be  
papering such debts through promissory notes and loan agreements? In your  
general experience?  
A. I almost can say that in my 42 years or 42 years of practice, never encountered.  
And I’m dealing with only small clients and none of them has ever done that.  
[323]  
Again, the inconsistency of Angie’s position is obvious. She disputes  
the Master Steaks loan on this basis, but she advances her own claims for loans  
(the real estate commission and the construction loan) when no such documents  
exist for her loans either AND, unlike the Master Steaks loan, her loans were never  
set out in the financial records of Truckers Haven under her responsibility and  
control.  
[324]  
There was simply no wavering or uncertainty in Mr. Stamatopoulos’  
evidence on the issue. His evidence was that Master Steaks’ loan was recorded  
and had been so recorded in the Master Steaks and Truckers Haven business’  
books for years, including when Angie was responsible for the books and records  
of Truckers Haven businesses. I accept this evidence and find this as a fact.  
[325]  
There is a further problem. That is the unchallenged evidence of Mr.  
Stamatopoulos was that the Master Steaks loan entry in Truckers Haven business’  
financial records had existed unchanged for at least two years (actually stating that  
the Master Steaks loan was on the books from July 31, 2012). This raises a valid  
limitations defence to any challenge to the validity of Trucker’s Haven’s debt.  
[326]  
I am satisfied, based on the evidence before me, that a fair and just  
determination can be made dismissing Angie’s claim.  
[327]  
In this case, I do rely on this courts additional powers and make  
credibility findings. I reject Angie’s evidence for the reasons set out above. I accept  
Mr. Stamatopoulos’ evidence and the financial documentation.  
[328]  
Equally, this court could have determined that the Master Steaks Loan  
was on the books and records of Truckers Haven businesses going back to the  
construction of the gas station and this was known or ought to have been known  
to Angie for more than two years prior to the commencement of this claim, thereby  
such a claim by her as a shareholder of Truckers Haven Holdco is barred by the  
Limitations Act.  
[329]  
Given the above, I am satisfied that recognition of and resolution to  
pay the Master Steaks loan from the VTB monies is not evidence of oppression.  
(b) The Barbara and Gregory Loans  
[330]  
Included in the VTB distribution are the shareholder loans for Gregory  
and Barbara to Truckers Haven from 2001 until 2012.  
[331]  
Angie takes the position that her parents, the ones that created the  
corporate wealth, Barbara and Gregory, had “no legal entitlement to such  
outrageous dividends” from Truckers Haven. A very surprising and telling  
commentary explains much of the motivation in the claims advanced by Angie.  
 
[332]  
As with the Master Steaks loan, Angie alleges that the shareholder  
loans to Barbara and Gregory “were never previously documented or listed as  
shareholder loans” in the books and records of Truckers Haven. Angie states:  
I verily believe that the inter-company loans did not occur and were not  
contemporaneously and properly recorded as The Parents’ gift contributions for  
the benefit or their four children and more particularly described at paragraphs 114-  
119 of My First Affidavit.  
[333]  
I have reviewed the specified paragraphs from Angie’s first affidavit  
and find no support for or evidentiary basis for the allegation that her parents  
intended that their shareholders loans were gifted or intended to be gifted to the  
four children. There is no evidence supporting this bald allegation. It is just a  
fanciful and speculative statement, not supported by any evidence.  
[334]  
Angie also submits that Gregory and Barbara intended that their  
shareholder loans were to be equity in the company or be forgiven. I reject this.  
Again, there simply is no evidence in support of such a bald allegation. In fact, the  
evidence is to the contrary if the loans appeared as shareholders loans in the  
name of Barbara and Gregory in the books and records of Truckers Haven  
businesses, clearly, they were neither equity nor forgiven, nor a gift to the Children.  
[335]  
Having submitted that the shareholder’s loans, were gifts, or forgiven  
or equity, Angie goes on to allege that her parent’s shareholders loans never  
existed.  
[336]  
Angie’s suggestion that the Barbara and Gregory shareholder loans  
“suspiciously appeared” has no factual basis or other evidentiary support. As to  
the existence of the shareholder loans to Barbara and Gregory, Mr. Stamatopoulos  
gave similar answers under oath regarding the existence and recording of these  
shareholder loans as he gave on the Master Steaks loan. That is, the shareholder  
loans to Barbara and Gregory were accumulated over the years and were recorded  
in the yearly financial records of Truckers Haven businesses. In Barbara’s case,  
the loans were accumulated and recorded up to 2012 and in Gregory’s case  
accumulated and recorded up to 2016.  
[337]  
On the other hand, Mr. Stamatopoulos’ evidence is clear, documented  
and could be easily and clearly verified by looking at the books and records.  
Angie, the person responsible for the books and records of Truckers Haven  
businesses, fails to put forward a single book or record from 2017 or prior showing  
that these shareholder loans were not recorded as described by Mr.  
Stamatopoulos.  
[338]  
Angie’s current allegations ignore that Angie was responsible for the  
Truckers Haven business’ books and records until at least approximately 2018 and  
her current position is inconsistent with her previous written comments in emails  
where she acknowledged there were outstanding loans to her parents.  
[339]  
Angie also states that investigationsshowed no outstanding loans  
owed to Barbara or Gregory after Barbara’s death. However, Angie does not state  
what investigationsshe made or relied on to draw her conclusion that neither  
Barbara nor Gregory were owed shareholder loans from Truckers Haven as of  
2017.  
[340]  
in 2020 alleging negligence and misconduct, including falsification of documents,  
as evidence supporting her allegation. I have carefully reviewed Mr.  
Angie points to her complaint against Mr. Stamatopoulos to the CPA  
Stamatopoulos’ response and the CPA report and find nothing supporting Angie’s  
allegations that these loans were falsified or incorrectly recorded.  
[341]  
Angie’s also alleges that the VTB distribution required a special  
meeting of shareholders of Trucker’s Haven. However, no law or authority was  
advanced to support this submission. I reject this submission.  
[342]  
Angie also submits that Barbara and Gregory, after 2001, didn’t own  
shares in Truckers Haven but rather only held Preference Shares in Truckers  
Haven Holdco. So, as the submissions go - there could be no shareholder loans  
from Truckers Havento Barbara and Gregory. The evidence of Mr.  
Stamatopoulos is that the loans were in fact recorded in Truckers Haven Holdco  
and reflected in the respective income tax returns. Mr. Stamatopoulos testified  
during his cross-examination as follows:  
Q. Okay. I’m going to share my screen with you again, sir. Paragraph 79 of your  
May 20th affidavit you indicate, “As previously mentioned, the practice of Gregory  
and Barbara was that such dividends were declared but not paid out as money  
was left in Truckers Haven for the purpose of financing the construction of the  
Plaza. The unpaid dividends owed by Truckers Haven Holdco to the shareholders  
were recorded as amounts owing to the shareholders on Truckers Haven financial  
statements as Truckers Haven Holdco did not produce financial statements nor  
did it have its own bank account”. Do you see that?  
A. Yes.  
Q. So do I understand it correctly that although Holdco was allegedly declaring  
dividends, they weren’t recording in Holdco’s financial statements because none  
were prepared. They were recorded on 762’s financial statements, correct?  
A. No. That’s not correct. You have to follow the process.  
Q. well, you said the unpaid dividends---  
A. In order- in order for 762 to declare dividends, they were declared from their  
financial statements. And then on the tax return of 1490565 Holdco, you would  
have a receipt and a payment of dividends on their financial statements, on their  
T2, in other words, the tax return. Nothing else was prepared for in those years  
for the Holdco.  
….  
Q. Well, how could your record- how could you record shareholder loans on 762  
financial statements to Barbara and Gregory as shareholders when there weren’t  
shareholders in 762 anymore, when they were really truly debts of Holdco.  
A. If you if you include the transactions of 1490565, then it would the net result  
and it would be true.  
….  
Q. 762 never declared any dividends in favor of Barbara and Gregory as  
shareholders, correct?  
A. Correct.  
Q. Right. So they couldn’t be shareholder loans payable to Barbara and Gregory  
by 762 because they never declared dividends and they weren’t shareholders in  
762.  
A. They declared to 1490565. But 1490565 now had a credit from 762519 and did  
not and a debit because it did not pay anything to the shareholders.  
(Emphasis added)  
[343]  
In light of the very serious credibility issues with Angie’s evidence and  
her prior acknowledgement of these shareholder loans, her statement that this was  
the “first time” she had heard about the loans, is simply not believable or reliable.  
The only credible evidence is that the loans to Gregory and Barbara were recorded  
and had been so recorded for years – Barbara’s going back to 2012 and Gregory’s  
the same as Barbara’s at 2012 but increasing to 2016.  
[344]  
Accordingly, I am satisfied that, this court can make a fair and just  
determination on the evidence before it that the shareholder loan and amount of  
the loans to Gregory and Barbara were properly recorded, due and owing from  
Truckers Haven businesses in 2017 without requiring a trial. In order to come to  
this result, I do rely on the additional powers of the court, namely the finding of the  
lack of credibility and reliability of Angie’s evidence, and the credibility and  
reliability of Mr. Stamatopoulos’ evidence and documentary evidence.  
[345]  
Accordingly, Angie’s claim relating to this issue is dismissed. Further,  
the decision to pay these amounts out to the Estate of Gregory and 4 Children (as  
the inheritors of Barbara’s Preference Shares) was not oppressive to Angie’s  
interest.  
(c) Lack of director resolutions declaring dividends  
[346]  
Angie alleges that there were no directors resolutions in the corporate  
Minute Books declaring dividends (which became shareholders loans when not  
paid).  
[347]  
Section 38(1) of the OBCA provides:  
38 (1) Subject to its articles and any unanimous shareholder agreement, the  
directors may declare and a corporation may pay a dividend by issuing fully paid  
shares of the corporation or options or rights to acquire fully paid shares of the  
corporation and, subject to subsection (3), a corporation may pay a dividend in  
money or property.  
(Emphasis added)  
[348]  
Barbara’ outstanding shareholder loans pre-date 2012.  
Any  
challenge to these dividends would be barred by the Limitations Act.  
[349]  
Gregory’s outstanding shareholder loan as of July 31, 2012 was  
$1,170,167. Any challenge to these dividends would be barred by the Limitations  
Act.  
[350]  
The dividends to Gregory from 2013 to 2016 amounted to $351,000  
less the amount of $159,200 paid to Gregory during those years (a similar amount  
was declared/paid to the Children).  
[351]  
The total shareholder loan to Gregory to 2016 was therefore  
$1,361,967 and this was included in the VTB distribution authorized by the  
directors of Truckers Haven.  
 
[352]  
As both Barbara and Gregory’s shareholders loans included in the  
VTB distribution pre-date 2016, Angie’s claim are barred by the Limitations Act.  
[353]  
There is a further fundamental problem with this claim. In 2012/2013  
a resolution was passed approving all the previous corporate transactions and  
actions by the directors. Angie participated in and executed this resolution as part  
of the regularizing the past acts of the companies including the estate freezes.  
[354]  
Accordingly, any such failure to comply with corporate requirements  
prior to 2013 had been approved. Almost the entirety of the shareholders loans to  
Barbara and Gregory of $2,723,034, except for the $191,800, were approved by  
the shareholders.  
[355]  
But there are more reasons to reject this claim:  
a) First, for many years, Angie accepted and included declared and unpaid  
dividends in her income tax statements over the years which were not  
expressly authorized by way of a written director or shareholder’s  
resolution.  
b) Second, Angie was a director of Truckers Haven Holdco until January 16,  
2018 and never questioned previous dividend declarations, and she never  
asked for a resolution for the dividends declared while she was a director  
(and she kept the money for the dividends when declared and paid to her);  
c) Angie instructed Mr. Stamatopoulos for years on dividends to be declared  
knowing there was no director’s resolution(s) specifically in 2015 and 2016  
where she approved the dividends!  
d) Angie advances a claim for payment of 2017 unpaid dividends. Yes, Angie  
claims dividends are improper if not formally declared but Angie seeks a  
judgment for dividends also not formally declared.  
[356]  
Angie is estopped from advancing such a claim.  
[357]  
Accordingly, I reject and dismiss this as a basis to challenge the VTB  
monies distribution or as evidence of oppression.  
(d) No declaration of dividends within four months of the Y/E  
[358]  
Angie was a director for years, and it would have been part of her  
responsibility to have ensured this was done (assuming that is a legal  
requirement).  
[359]  
In my view, Mr. Stamatopoulos makes an accurate statement,  
regarding when Angie did not accept his final reconciliation on April 9, 2019:  
“I saw that she was trying to use the fact that there was a lack of adherence to  
corporate governance procedure by her parents in the past, as well as denying her  
own voluntary participation in such matters, in order to invalidate her parents loans  
and unpaid dividends over the years, in order to advance a better outcome for  
herself as it relates to the Mortgage proceeds.”  
 
[360]  
For the same reasons above, all past corporate acts of Truckers  
Haven Holdco, Truckers Haven and Plaza were ratified and approved in 2013.  
This alone eliminates almost all of the dividends declared in the parent’s  
shareholder loans challenged by Angie.  
[361]  
Accepting Mr. Stamatopoulos’ evidence, dividends were declared and  
reflected in the income tax returns of the various individuals, corporations and on  
the financial records of the companies. This includes Angie’s tax returns – at one  
point complaining in writing that she had to pay taxes on monies she didn’t receive.  
[362]  
There is a significant limitation issue. Any dividends declared prior to  
February 11, 2017 would be statute barred. Not to mention that in 2016, it was  
Angie who instructed Mr. Stamatopoulos to declare dividends.  
[363]  
Angie had the corporate records for Truckers Haven businesses until  
2018. Like so many claims advanced by Angie, Angie does not point to a single  
dividend not declared within 4 months of the fiscal year end of either Truckers  
Haven or Truckers Haven Holdco.  
[364]  
Accordingly, I reject and dismiss this as a basis to challenge the VTB  
monies distribution or as evidence of oppression.  
(e) Unpaid Real Estate Commissions  
[365]  
Angie worked as an agent for ReMax at the time of the sale of the  
Truckers Haven Gas Station in 2007.  
[366]  
Angie states there was a listing agreement for 4%. Angie was asked  
to produce the listing agreement or a “termination” of the listing agreement, or any  
other documents relating to her entitlement to the commission. None was  
produced.  
[367]  
In all likelihood, the listing agreement would be signed by ReMax as  
the listing broker NOT Angie personally. You must be a registered broker or  
employed by a broker to sell land. See sections 4 and 5 of the Real Estate and  
Business Broker’s Act.  
[368]  
Angie now claims there are unpaid real estate commissions owing to  
her from the sale of Truckers Haven’s lands in 2007. In 2007, an offer was made  
to Truckers Haven for approximately $3,900,000 and the gas station was sold.  
[369]  
The first problem with this claim is that, even if valid, it is not clear how  
much would Angie be ultimately entitled to receive from her broker, ReMax. Angie  
claims the entire 4% commission – the entire listing and vendor’s commission  
payable on the transaction.  
 
[370]  
The second problem is the selling agent’s portion of the commission.  
In the Plaintiffs’ factum, Angie expressly states she was the selling and listing  
agent: “On August 14, 2017, the Gas Station was sold by Re/Max Performance  
Realty Inc. Angie was the listing broker and fortunate enough to be the selling  
broker as well.” However, like so many other areas, Angie’s evidence is entirely  
contrary to what she wrote years ago regarding:  
a) Whether were any commission payable on the sale,  
b) Whether there existed a listing agreement at the time of the sale, and  
c) Whether the purchaser was introduced through another brokerage/selling  
agent.  
[371]  
Angie’s email dated January 9, 2015, acknowledges she had “given  
up” her commissions for the sale of the Truckers Haven lands and that of another  
agent, Royal City, was the selling agent:  
“I marketed and sold Drumbo [Truckers Haven]… Balram was brought in with a  
Royal City realtor… And I terminated the listing so we could sell it without dad  
paying commissions, and I gave up my $80,000 share.. and 80,000 for Royal  
City….”  
(Emphasis added)  
[372]  
Without getting into the fraudulent nature of the termination to deprive  
the selling agent or Angie’s broker any commission or part of a commission, Angie  
now claims the entire real estate commission is payable to her as though the listing  
agreement had continued, as though she was the broker, as though she was the  
listing and selling agent, and as though she would get the entire commission.  
[373]  
To summarize, before the VTB monies became an issue, Angie  
acknowledged that no commission was payable, and none was paid because  
Angie had cancelled the listing agreement to specifically avoid payment of a  
commission to her and the selling agent. Once the VTB monies became available  
some 10 years later, she claims she is owed for the unpaid real estate  
commissions which was not and had never been recorded as an outstanding debt  
of Truckers Haven businesses.  
[374]  
But Angie’s difficulties on this claim does not end there. None of the  
Truckers Haven corporate or financial records show this alleged real estate  
commission as an outstanding debt to her from Trucker’s Haven, even during the  
many years Angie was responsible for the Truckers Haven books and records.  
Angie was told this was not recorded in writing on May 19, 2010.  
[375]  
This alleged loan was not disclosed or raised with Mr. Stamatopoulos  
until after the issue of the distribution of the VTB monies in 2017.  
[376]  
Lastly, this claim was advanced in 2019, 12 years after the  
commission was payable. There is an obvious limitation issue. To overcome the  
limitation issue, in her responding affidavit, Angie takes the position that it is not a  
debt for unpaid commission, because it “was turned into a shareholder loan…”. As  
stated above, the problem with this new position is that there is no documentation  
to support a conversion of this debt into a shareholder loan, or a valid tolling  
agreement of the limitation period. Of course, in these circumstances, Angie  
doesn’t complain about the lack of documentation or approvals which she so  
vigorously raises in other areas. Secondly, as stated above, Angie didn’t know in  
2007 that she was a shareholder of Truckers Haven, so she couldn’t have agreed  
to convert this alleged debt into a shareholders loan of a company she did not  
know she was a shareholder.  
[377]  
I reject Angie’s evidence as not credible, self serving, and inconsistent  
on this claim.  
[378]  
The evidence is that no such outstanding loan for real estate  
commission existed to Angie personally or, at the very least, is clearly statute  
barred as of the date this claim was advanced.  
[379]  
I am satisfied that, in the above circumstances, no genuine issue  
requiring a trial arises regarding Angie’s personal claim for payment of the entire  
or part of the real estate commission for the sale of Truckers Haven’s property in  
2007.  
[380]  
Excluding this claim from Truckers Haven’s VTB distribution is not  
evidence of oppression.  
[381]  
The court does not need to rely on its additional powers to dismiss  
this claim. However, if necessary, those additional powers would, without doubt,  
result in a dismissal of this claim.  
(f) Unpaid interest on the $350,000 mortgage  
[382]  
In 2005, Angie loaned $350,000 for the construction of the gas station  
on the Trucker’s Haven property. This was secured by way of a registered  
mortgage on July 8, 2005 against the property. This mortgage debt was recorded  
in the books of Truckers Haven. The mortgage was repaid on the sale of the  
property in 2007. There is no dispute about this loan or its repayment.  
[383]  
Angie alleges that she was NOT repaid interest owed under the  
mortgage of $30,114. She offers no explanation why she would not have been  
repaid interest owing when her mortgage was discharged. She was told in 2010  
that the financial records did not show any interest for the $350,000. Angie did  
nothing to change or follow up on this. She didn’t dispute it. She offers no  
explanation why she didn’t advance this claim many years ago.  
[384]  
There is also no evidence or explanation why such a claim for unpaid  
interest under the mortgage would not be statute barred in 2019.  
[385]  
[386]  
I find this claim statute barred.  
This claim is dismissed.  
 
(g) Unpaid Construction Loan  
Angie alleges she loaned additional money to Trucker’s Haven for the  
[387]  
construction of the Gas Station and the “loan was to be repaid once the corporation  
was financially able to do so, through leasing the Gas Station or by selling it”.  
[388]  
As with Angie’s alleged unpaid real estate commissions, this claim for  
an unpaid portion of the Construction Loan was NOT recorded in the books of  
Truckers Haven businesses, even during the years Angie was the primary person  
responsible for their books and records.  
[389]  
What is evident is that a $688,000 loan from Truckers Haven was  
reported to the CRA in the years prior to 2008. As part of responding to a CRA  
audit of Truckers Haven in 2008, there is an email from Angie to Mr. Stamatopoulos  
dated September 17, 2008, confirming that she loaned her parents from 2002 to  
2007 a total of $688,000 for the construction of the gas station. Angie’s position  
now is that the monies were lent to Trucker’s Haven or are owed to her by Truckers  
Haven. Some of the cheques provided to Revenue Canada were payable to her  
parents, but most are to Truckers Haven.  
[390]  
Angie believes her loan was recorded in Truckers Haven’s books as  
a shareholder’s loan to her because she saw a generic title on some unknown and  
undescribed document “due to Shareholder” entry – not because of any specific  
reference to her loan or this construction loan or this amount was owing to her in  
 
the Trucker’s Haven businesses’ records. She simply saw a heading “due to  
Shareholders”.  
[391]  
Mr. Stamatopoulos states there is no and has not ever been such loan  
recorded owing to Angie in the Truckers Haven businesses’ financial records. I  
accept this evidence as there is no evidence to the contrary except Angie’s bald  
vague statement.  
[392]  
As stated above, any suggestion that Angie believed or alleges that  
such a loan had been converted to a shareholder’s loan to her is simply not  
believable since she didn’t know or believe she was a shareholder in either  
Truckers Haven company until 2012 when her mother died.  
[393]  
I am satisfied that Angie’s claim in 2019 for an unpaid construction  
loan made between 2002 - 2007 is outside the limitation period, without an  
agreement tolling the limitation period. No such agreement is alleged. Simply a  
vague belief, that it might have be shown in the books and records, is not sufficient  
to toll the limitation period nor create a genuine issue requiring a trial.  
[394]  
If necessary, using the additional powers, I am satisfied such a claim  
can be determined in a just and fair manner without requiring a trial. I reject her  
unsubstantiated allegation. I accept the evidence of Mr. Stamatopoulos that such  
a loan was never recorded.  
[395]  
[396]  
Accordingly, Angie’s claim for this amount is dismissed.  
(h) Unpaid Interest on the VTB distribution  
Angie was paid $346,345.75 from the VTB distribution of which she  
complains was not paid until April 23, 2018. Angie claims interest during this  
period.  
[397]  
It is important to note, Angie admitted she had the books for Truckers  
Haven, Plaza and Truckers Haven Holdco at the time of the November 16, 2017  
Director’s Meeting and did not turn them over to her brothers until after a threat of  
litigation and not until 2018.  
[398]  
I reject Angie’s claim regarding interest on the VTB distribution paid  
to her. I reject that the delay was the fault of or any indication of oppression by  
Peter, Bill or John but rather was caused by Angie’s refusal to turn over the  
corporate books as requested and required. A shareholder has no entitlement to  
keep the books and records of a company.  
[399]  
Peter, John and Bill had to retain counsel to recover the books before  
Angie returned them to the companies. But even then, the Truckers Haven  
businesses’ minute books was not returned until December 2018.  
[400]  
Angie’s excuse was that she was worried her brothers would alter the  
books and records, despite the fact there was no evidence that they had done so  
 
in the past or reasonable basis to believe they would have done so. Besides,  
Angie could have kept copies!  
[401]  
Nevertheless, and notwithstanding that Angie had not turned over the  
books and records, her brothers delivered to Angie the $346,345.75 cheque on  
April 23, 2018 and a further $38,346.53 in December 2018.  
[402]  
I reject Angie’s claim for interest on the delay in receiving this money.  
The delay was caused entirely by Angie’s actions and her actions alone. Angie’s  
claim in this regard is dismissed.  
(i) Payment of the Additional Probate Tax for Barbara’s estate  
[403]  
Angie also disputes the $17,565 paid for additional probate tax for  
Barbara’s Estate. Having found that the shareholder loan to Barbara is valid, there  
appears to be no doubt that the value of Barbara’s estate went up significantly as  
resulting in additional estate tax payable.  
[404]  
Angie’s personal interest and her obligation as an Estate Trustee  
appear to be at odds with these claims.  
[405]  
For the reasons set out herein, I find that the outstanding loan to  
Barbara was valid and owing. Besides, even if this claim was valid, then the money  
comes out of Barbara’s estate which is ¼ Angie. The end financial result is the  
same.  
 
(j) Failed to obtain her consent to the distribution  
[406]  
Angie also alleges that Peter, Bill and John did not obtain her consent  
to the VTB monies distribution.  
[407]  
Angie’s consent is not required. A director’s resolution is required.  
One was passed. Angie failed to attend the director’s meeting and raise any  
objection. Now she complains about the decision made at that meeting.  
[408]  
To now complain that Angie didn’t consent to the VTB monies  
distribution is not evidence of oppression or that an unreasonable corporate  
decision was made.  
Unpaid 2017 Dividends  
[409]  
Angie is claiming judgment for “$46,950 owed to the Plaintiff, Angeliki  
Cormpilas, on account of the actual 2017 divided balance owed to the Plaintiff”.  
See para. 1 (jj) of the Statement of Claim.  
[410]  
[411]  
There is little information or detail regarding this claim.  
This court cannot justly and fairly determine this claim on this record.  
Audit to confirm the VTB loans  
[412]  
Angie seeks an “audit” to determine the exact amount of the loans  
owed by Truckers Haven.  
     
[413]  
An audit is generally defined as an objective examination and  
evaluation of the financial statements by reviewing source and independent  
documentation to ensure that the financial records fairly and accurately  
represent the transactions recorded.  
[414]  
There are several difficulties. The first is the age of the records  
required for this. The loans which Angie seeks to have audited go back to  
2001. Obtaining independent verification, to audit standards, would likely be  
an impossible task:  
a) Barbara’s shareholder’s loan arose from 2001 to 2012 for Barbara.  
b) The vast majority of Gregory’s loans are outside the limitations period.  
c) Master Steaks loans were made from 2001 to 2012.  
d) Complete bank records will not be available for an auditor to review.  
[415]  
These difficulties are evident from Angie’s own claims when she could  
not produce documents to support her real estate commission claims or all the  
relevant records for her construction loan claim.  
[416]  
The only clear, consistent evidence on the existence and quantum of  
the loans is Mr. Stamatopoulos’ testimony, the financial statements, records, and  
income tax returns prepared over the years.  
[417]  
In my view, an audit would be extremely expensive, and highly  
unlikely to produce a clear “audit opinion” given the time period covered, the death  
of Barbara and Gregory, and the lack of complete documentation.  
[418]  
Then there is a limitation period problem. Angie cannot challenge the  
financial statements going back more than two years before the claim was  
commenced. She cannot. The Limitation Act would prevent a claim to an audit  
going back more than two years from the commencement of this claim.  
[419]  
In the circumstances of this case, nothing would be achieved except  
a very expensive invoice to Truckers Haven companies, which would cost Angie  
only 14%.  
[420]  
I conclude that an audit should NOT be ordered as requested by  
Angie.  
[421]  
Below, I will deal with the appointment of an auditor for Truckers  
Haven businesses.  
Conclusion on VTB Distribution  
[422]  
Angie’s claims on this issue are vague, unspecified, and statutory  
barred. I have no hesitation concluding that there is no genuine issue to be tried  
except for the claim with respect to the 2017 dividends claimed by Angie. A trial  
 
is not required for a fair and just determination on the issues regarding the VTB  
distribution.  
III. Oppression/Unfair Prejudice/Unfair Disregard  
[423]  
Markus Koehnen (now J. Koehnen) in Oppression and Related  
Remedies, Thompson Carswell 2004, describes oppression as follows:  
Oppression is conduct that is coercive or abusive. It is the most serious of  
the three statutory categories. Courts have described oppression as,  
18  
conduct that is burdensome, harsh and wrongful;  
19  
a visible departure from standards of fair dealing; and  
an abuse of power which results in an impairment of confidence  
inthe probity with which the company's affairs are being  
20  
conducted.  
[424]  
And J. Koehnen describes unfair prejudice/unfair disregards as “injury  
to a complainants rights or interests that is unfair or inequitable or conduct that is  
unjust and inequitable.”  
[425]  
I will refer to “oppression” below, but this reference includes  
oppression as defined above and also includes conduct that is unfairly prejudicial  
or unfairly disregards.  
[426]  
Oppression cases are fact driven. In Ferguson v. Imax Systems  
Corp. (1983), 43 O.R. (2d) 128 (Ont. C.A.), at page 727, Brooke J.A. made it clear  
 
that “[w]hat is oppressive or unfairly prejudicial in one case may not necessarily be  
so in the slightly different setting of another.”  
[427]  
Bad faith or lack of probity in the impugned conduct is not essential to  
a finding of oppression under the OBCA. See Brant Investments Ltd. v. Keep-Rite  
Inc., 80 D.L.R. (4th) 161, at pages 173-181 (Ont. C.A.)  
[428]  
The burden of proof lies with the complainant to establish oppression  
on a balance of probabilities.  
[429]  
I agree that the oppression remedy is designed to protect the  
objective and reasonable expectations of all security holders, such as  
shareholders in the context of the circumstances at issue. Even where a  
shareholder establishes that the conduct did not meet their reasonable  
expectations, the shareholder must still establish that their reasonable  
expectations were objectively reasonable in the circumstances AND the conduct  
was oppressive, unfairly disregards or is unfairly prejudicial to the security holder:  
BCE Inc. v. 1976 Debenture holders, 2008 SCC 69, [2008] 3 S.C.R. 560.  
[430]  
All shareholders are entitled to expect that the officers and directors  
will manage the company in accordance with their legal obligations and the legal  
entitlements of the security holders. Some of these obligations are specifically  
prescribed by statute. Others are derived from the common law.  
[431]  
However, all shareholders must be aware of the rights and obligations  
associated with their shareholdings or corporate positions. Such rights and  
obligations cannot be disregarded, otherwise, these rights and obligations become  
meaningless. Those rights and obligations help identify what is the objective  
reasonable expectations of the shareholders. For example, where a company has  
a right to redeem shares at a prescribed price, the redemption of such shares,  
absent other oppressive conduct, does not amount to oppression of that  
shareholder.  
[432]  
Turning to what is prejudicial or disregards a security holder’s rights  
or expectations, the OBCA does not make any act that is prejudicial or disregards  
a security holder subject to s. 161 of the OBCA. It is only where the prejudice or  
disregarded rights of the security holder are “unfairlyprejudiced or disregarded.  
[433]  
The Limitations Act applies to claims of oppression. The limitation  
period begins from the time the complainant knows or ought to know of his/her  
cause of action.  
See Maurice v. Alles, 2016 ONCA 287, 130 O.R. (3d) 452, at para. 3:  
An oppression remedy claim must be commenced within two years of the  
discovery of a potential claim. The alleged oppressive conduct in this case is not  
ongoing. However, where, as here, a party engages in conduct that is in  
furtherance of, or based upon, earlier oppressive conduct, this is a new cause of  
action because it is new oppressive conduct.  
(Emphasis added)  
[434]  
Only acts within the two-year limitation period (or those which could  
only reasonably be discoverable within two years) can be relied upon for  
oppression. See Zhao v. Li, 2020 ONCA 121, 149 O.R. (3d) 353, at para. 29:  
Although not expressly stated in Maurice, it follows that claims arising from  
singular discrete acts of oppression (in a series of such acts) that are discoverable  
more than two years before an action are statute-barred. As a result, a series of  
singular discrete acts of oppression that stretches over a period of time may result  
in some claims for oppression arising from earlier acts in the series being statute-  
barred while claims arising from later acts in the series are not.  
(Emphasis added)  
[435]  
Accordingly, in this case, alleged acts prior to February 11, 2017 that  
Angie knew or ought to have known, would be statute barred in a claim for  
oppression unless it was a continuing course of conduct in the last two years in  
which case the acts within the last two years would not be statute barred.  
[436]  
Angie seeks to exploit this discoverability principle by making  
allegations such as she “didn’t know”, was misled by misrepresentations”, “only  
discovered” the fraud, “didn’t look at” documents only to later find a forgery, all to  
justify an attempt to bring her claims within the limitation period. I will not repeat  
why I reject these claims, they are set out in detail herein.  
[437]  
Turning to the concrete examples of oppression advanced, Angie  
submits that shareholder oppression occurred at the Truckers Haven Director’s  
Meeting on November 16, 2017 by her brothersactions in:  
a) Angie’s removal as Treasurer of Truckers Haven,  
b) Angie’s removal as an authorized bank signing authority,  
c) The appointment of Peter as Treasurer of Truckers Haven,  
d) changing the head office,  
e) approving the 2017 draft financial statements, and  
f) approving the VTB monies payout.  
Corporate Changes  
[438]  
The first four items are corporate changes and can be dealt with  
Angie did not have any agreement, guarantee, or right to any of the  
together.  
[439]  
positions from which she was removed. She also did not have an entitlement or  
right to have her home designated the company’s head office.  
[440]  
A shareholder has no “right” to be appointed as a treasurer of a  
company. Absent a shareholder’s agreement, that is determined by the directors  
at a directors meeting. In this case, there was no collateral purpose to Angie not  
continuing as a treasurer. In fact, the decision must be considered in light of  
Angie’s sharp and serious criticism of the past financial dealings (including tax  
evasion), the escalating threats and communications and complaints about the  
historical accuracy of the financial statements.  
 
[441]  
Angie knew of the purpose of the meeting, was entitled to participate  
as a director and chose not to attend. I do not find her removal as a treasurer as  
evidence of oppression.  
[442]  
Similarly, the directors determine the location of the head office of a  
corporation. There is no right to have a particular address as a head office. Angie  
knew of the purpose of the meeting, was entitled to participate as a director and  
did not attend. I fail to see how this is oppressive conduct.  
[443]  
Absent something more, the mere fact that Angie was removed as a  
bank signatory, or that her home is no longer the head office, is not evidence of  
oppression.  
[444]  
Clearly, by 2017, it had become a high conflict situation between  
Angie and her brothers. Both the Plaintiffsand Defendants’ counsel acknowledge  
that the high conflict and vitriol between Angie and her brothers had become a  
serious problem because of their inability to communicate civilly, thereby impeding  
the ability of the businesses to be properly carried on. Both counsel agree, to  
various degrees, as to the inability of the parties to communicate civilly hence  
the non-communication order and the only difference between the respective  
positions is whether a court order should be made.  
[445]  
Let me deal with the objective reasonable expectations to maintain  
these positions. In these circumstances, where Angie did not attend the meeting,  
disputed the accuracy of the historical financial statements while she was  
Treasurer, made threats of reporting to CRA for tax evasion, threatened litigation,  
fraud and other misfeasance unless they agreed to extensive corporate changes  
to the family businesses, I do not find that, objectively, her expectation to remain  
as a Treasurer and these other corporate changes in these circumstances,  
amounts to an objectively reasonable expectation.  
[446]  
I do not accept it was oppressive to remove Angie as Treasurer or a  
bank signing officer or removing her home as the corporate head office, after she  
failed to attend the meeting, giving up her voice on the board of directors.  
[447]  
Given the high conflict and acrimonious disputes going on, I see  
nothing unfairly prejudicial or that unfairly disregards Angie’s rights as a  
shareholder in these corporate changes.  
[448]  
I reject Angie’s explanation that this meeting occurred so soon after  
Gregory’s death she “was still grieving and not in a position to make impactful  
financial decisions”. From the emails immediately before and after this period, it is  
clear Angie remained sharply focused on her financial interests and the dispute  
with her brothers. For example, in her contemporaneous email just before the  
director’s meeting, she wanted a delay to work “something out” with her brothers  
not that she needed time to grieve over her father’s death as she now alleges.  
[449]  
These corporate changes, in these circumstances, do NOT  
demonstrate oppression. Angie fails to put forward any evidence that the directors  
did not consider the best interests of the Truckers Haven or that these corporate  
decisions unfairly disregarded or were unfairly prejudicial to Angie’s interests in the  
Truckers Haven business.  
The Directors’ Approval of the 2017 Financial Statements  
[450]  
It is the responsibility of the directors to approve draft financial  
statements.  
[451]  
Angie requested that the Truckers Haven financial statement be  
approved at a director’s meeting. Her brothers called a directors meeting for this  
purpose. Angie knew that the financial statements were coming before the board  
for approval on November 16, 2017. Angie did not attend the directors meeting.  
Angie must have known that, by not attending, she would have no opportunity to  
address issues she had with the financial statements or participate in the decision  
whether to pay and which debts of Truckers Haven should be paid in priority.  
[452]  
Angie cannot now complain that the approval of the draft financial  
statements by the remaining directors were done in an oppressive manner without  
some more – bad faith, self interest… - something.  
[453]  
More importantly, Angie does not point to anything in the approved  
draft financial statements that were wrong, oppressive, or unfairly disregarded her  
 
interests except the distribution of the VTB monies on the issues discussed above  
which are all rejected for the reasons set out.  
[454]  
Given the court’s determinations set out above with respect to the  
VTB distribution, there was no oppression.  
Approving the VTB monies payout  
[455]  
Essentially, this is a repeat of Angie’s complaint regarding the  
financial statements approved by the Directors on November 16, 2017.  
[456]  
For the reasons set out above, I reject this submission as evidence of  
oppression. The only clear and compelling evidence is that these loans were and  
had been in the financial records of Truckers Haven and Truckers Haven Holdco  
for years.  
[457]  
Essentially, Angie would have this court find that the directors should  
have ignored Truckers Haven’s businesses’ liabilities in favour of paying dividends.  
That is exactly what Angie requested in writing that the vast majority of the VTB  
monies be paid to the common shareholders in Truckers Haven Holdco equally,  
meaning that she would get ¼ of the monies. I reject this. This would have ignored  
the fact that dividends are to be paid with priority to the Preference Shareholders.  
Why? If the monies went to the Preference Shareholders, Angie would get 14%  
rather than 25% she wanted.  
 
[458]  
I do not find that the directors’ approval of the VTB monies to pay  
loans first was an oppressive act.  
Other Allegations of Oppression  
[459]  
Angie raises several other allegations against her brothers as  
constituting evidence of “oppression”.  
i) Master Steak’s business  
[460]  
The alleged oppression by Angie relates to monies she believed she  
was entitled to from Master Steaks.  
The decision to not properly account for Master Steaks income and profits and to  
not declare any dividends with respect to Master Steaks including, paying out any  
of the profits of the company to all shareholders of the company (including me),  
constitutes oppressive conduct on the part of Peter and John whose actions have  
unfairly prejudiced and unfairly disregarded my interests as a minority shareholder  
in preference of their own, from which I have sustained damages.  
[461]  
To the extent these “other” allegations relate to Master Steaks  
business, they are dealt with above and are rejected as oppressive, or unfairly  
prejudicial or disregarding of Angie’s shareholdings.  
ii) VTB Distribution  
[462]  
Angie also relies heavily on the VTB distribution as “oppressive” or  
unfairly prejudicial or disregarding of her shareholdings. For the reasons set out  
above, I reject that the director’s actions in approving payment of Truckers Haven  
businesses’s long recognized and recorded loans in its financial records is not  
     
“oppressive” or unfairly prejudicial or disregarding of Angie’s shareholdings or  
claims to loans for unpaid commissions or construction loan.  
iii) Lack of Dividends from Truckers Haven Holdco  
[463]  
Angie alleges that Peter, John and Bill have oppressed her through  
their dividend practices in Truckers Haven Holdco, by continuing to declare  
dividends of 50% paid to Gregory’s former Preference Shares:  
Regarding the issue of the continued declaration and payment of dividends by the  
Individual Defendants to Gregory’s Trust at the rate of 50% of all of the Corporate  
Defendants profits annually, the Plaintiffs submit that this is completely  
unreasonable given the intention and rationale behind an estate freeze rollover  
transaction.  
(Factum para. 83)  
[464]  
Angie suggests that Gregory’s Preference Shares (now held by Peter  
and John) should no longer be entitled to dividends. This submission makes no  
sense since the Preference Shares continue to exist, and the rights associated to  
those shares continue to the benefit of the holders of those shares.  
[465]  
First, the Truckers Haven estate freeze rollover transaction allowed  
Gregory and Barbara to continue to control Truckers Haven Holdco given their  
larger number of voting shares their Preference Shares which had priority to  
dividends payable to the Common Shares by their children. The dividends were,  
for years before their deaths and continued after their deaths, paid 50% to each of  
the Preference Shares formerly held by Gregory and Barbara.  
 
[466]  
Second, the dividend clause in the Articles of Truckers Haven Holdco  
provides that the Preference Shares are to receive dividends, in priority to other  
shares, when dividends are declared by the directors.  
[467]  
Third, there is nothing in the Rollover Agreement or any other  
document requiring the Preference Shares to be redeemed upon the death of the  
holder. After Barbara’s death and up until Gregory’s death, as holder of 50% of  
the Preference Shares, Gregory received 50% of the dividends declared by  
Truckers Haven Holdco. The other 50% went to the other Preference  
Shareholders the four Children equally.  
There is no provision cancelling  
Gregory’s Preference Shares on his death. They were inherited by Peter and John.  
[468]  
Fourth, from 2013 until 2017, Angie, the corporate Treasurer,  
instructed and authorized dividends on the basis of 50% to the four children  
(Barbara’s former Preference Shares) and 50% to Gregory. Angie benefitted by  
taking her share of the dividends as a result of inheriting and now holding Barbara’s  
Preference shares. She wouldn’t and didn’t object to this when Gregory was alive.  
Now, Angie disputes that Gregory’s preference shares, should continue to get 50%  
of the dividends to its inheritors. Angie’s position is entirely inconsistent and  
without merit.  
[469]  
Angie disputes Mr. Stamatopoulos’ description that she instructed him  
on the declaration and payout of dividends “but rather, relied on Nick’s advice and  
recommendations that he provided in emails beginning February 19, 2014 and  
subsequent material times with respect to the declaration and payout of dividends,  
upon my request. Nick advised me on how to pay out profits through dividends  
and I listened to his professional advise.Whether Angie instructed Mr.  
Stamatopoulos or accepted his advice and told him to proceed, makes no  
difference.  
[470]  
Why is it important is that the practice of paying 50% of the dividends  
to Gregory’s Preference Shares be changed after Gregory’s death? Because  
Angie does not share in the dividends paid to Gregory’s former Preference Shares.  
[471]  
Gregory’s former Preference Shares (now held by Peter and John)  
continue to receive 50% of the declared dividends from Truckers Haven Holdco in  
accordance with the long standing and continuing dividend practice at Truckers  
Haven Holdco to declare shares proportionally in accordance with the number of  
Preference Shares they hold. This is not evidence of oppression.  
[472]  
Angie also goes on to allege that dividends were never and could not  
be declared because there were no resolutions or meeting. I reject this. Angie  
relied on and reported the dividends to Revenue Canada over the years. She  
relied on and accepted that the dividends in Truckers Haven Holdco actually took  
place. She instructed Mr. Stamatopoulos to declare dividends for a number of  
years up to 2017. She seeks judgment for dividends declared in 2017, but not paid,  
in this proceeding  
[473]  
I see no basis for Angie’s claim for oppression based on the continued  
declaration of dividends from Truckers Haven Holdco in accordance with the past  
practice and in proportion to the Preference Share holdings.  
iv) Refusal to call an annual general meeting  
[474]  
Angie submits that Peter’s refusal to call an Annual General Meeting  
for the Corporate Defendants, and for Truckers Haven and Truckers Haven Holdco  
is oppressive.  
[475]  
To be clear, financial statements have been prepared, distributed, and  
approved by the directors but Angie submits she has not had an opportunity to  
discuss the financial statements and received little information. Angie does not  
point to anything in the financial statements erroneous or prejudicial to her.  
[476]  
Nevertheless, I am satisfied that an annual shareholder meeting is  
required under part VII of the OBCA, unless a written resolution is signed by all  
shareholders.  
[477]  
Clearly, Angie is a shareholder of Truckers Haven Holdco and has not  
agreed to waive the annual shareholder meetings. Truckers Haven is an affiliate.  
 
[478]  
The current high conflict environment is not a valid reason or excuse  
for not holding the annual shareholders meeting.  
[479]  
Accordingly, the directors of Truckers Haven Holdco and Truckers  
Haven are ordered to call an annual general meeting within 120 days of the release  
of these reasons and, thereafter, to comply with the OBCA regarding annual  
shareholder meetings.  
v) Refusal to appoint an Auditor  
[480]  
Angie requests that an auditor be appointed to conduct a financial  
audit of the Corporate Defendants under s. 149(8) of the OBCA. Angie’s counsel  
candidly admitted during the hearing that, given the historical period, the lack of  
corporate compliance, lack of separate bank accounts (acknowledged by Angie in  
the 2013 Resolution), there is a question whether or not an audit opinion could  
ever be given by an accountant.  
[481]  
Angie refers to this as the appointment of an “independent auditor”:  
To date, the Corporate Defendants have never had their Financial Statements  
audited or produced audited financial statements to me even after requests. In  
preparing the annual financial statements, Nick has based all financial records and  
statements on compilation accounting records provided by the Defendants which  
include carry over errors. There was no attempt made by the corporations to verify  
the numbers provided. As a result, I believe that the financial statements and other  
accounting records are incorrect and, among other discrepancies, where Master  
Steaks is concerned, the financial statements do not account for sales or revenues  
generated by cash sales.  
Master Steaks has a high volume of cash sales, which easily can, and as has been  
historically demonstrated, have been misappropriated and undeclared. To date,  
the Defendants have refused to produce the bank statements for Master Steaks.  
 
As a result, it is unknown how much cash has been or has not been deposited on  
a weekly/daily basis.  
[482]  
Angie executed a resolution for Truckers Haven Holdco that ratified  
“the adoption of unaudited financial statements” from July 31, 2002 to July 31,  
2012. Accordingly, the lack of an audit during this period becomes moot.  
[483]  
Angie seeks an audit to deal with the Parent’s Shareholder’s Loans,  
Intercompany Loans, and Unpaid Dividends. This would require going back over  
20 years where admittedly by all, corporate and financing documents were not  
always fully or properly documented. Most is statute barred.  
[484]  
Further, the audit would cover years where all the prior financial  
statements of the Truckers Haven companies approved by all, including Angie.  
[485]  
Angie seeks to have the Truckers Haven corporate defendants pay  
for the cost of an audit. It is clear from Angie’s statement and submissions at the  
hearing that what the Plaintiffs really seek is a forensic auditor or a forensic  
accountant to satisfy “whether this distribution was correct” and to determine “what  
debts existed”.  
[486]  
From this court’s decision above on the VTB distribution and the  
Master Steaks business, including the serious limitation issues, I am not  
persuaded a forensic audit is required on these issues.  
[487]  
The OBCA provides that non-offering corporations are exempt from  
having their financial statements audited if all the shareholders consent in writing  
to the exemption for that year.  
[488]  
Peter, John and Bill do not oppose an audit nor the hiring of an auditor,  
the sole issue being the scope of the audit and the costs associated thereto.  
[489]  
I am satisfied that Truckers Haven Holdco and Truckers Haven should  
appoint an auditor. The audit should commence from fiscal Y/E 2019 to date. No  
specific request for an auditor by Angie was made prior to the commencement of  
this action (although requests for another accountant were made when disputes  
arose regarding the loans in the financial statements). Hence, the starting point  
for any audit will be 2019 and every year thereafter in accordance with the  
provisions of the OBCA unless ALL shareholders consent otherwise in writing.  
[490]  
An auditor will be selected in accordance with s. 149 of the OBCA  
within 120 days. If there is a dispute over the selection of an auditor with no prior  
connection with the Truckers Haven businesses or any of the parties, either party  
can bring this matter back before me, and I will select an independent auditor which  
has not had any involvement with these businesses or these parties and fix the  
auditor’s remuneration under s. 149(8) of the OBCA. Hopefully, the court’s further  
intervention will not be necessary.  
[491]  
An audit is properly a corporate expense. There is no basis for me to  
order that the shareholder (any of them) should bear this cost.  
[492]  
No auditor need be appointed by Master Steaks or Master Steaks  
Holdco since Angie has no shareholdings in these companies.  
vi) Refusal to produce bank statements for Master Steaks  
[493]  
Angie alleges that much of Master Steaks profits have been taken out  
in cash or not deposited. Hence, she requested the bank statements for Master  
Steaks, which request has been rejected by her brothers.  
[494]  
Angie is not a shareholder of Master Steaks or Master Steaks Holdco.  
She has no entitlement to review the bank statements (even if a shareholder were  
entitled to review such statements) or to exercise any other shareholder rights.  
vii) Removal as director of Trucker’s Haven companies  
[495]  
Angie alleges that she was oppressed due to her removal as a director  
of Trucker’s Haven Holdco and Truckers Haven.  
[496]  
Angie acknowledges having signed a written resignation and  
tendered the resignation in these companies.  
[497]  
For the reasons above and her resignation, I reject this position. I am  
not persuaded that given the current vitriol and high conflict between the family  
   
members that it was an oppressive decision or one which unfairly disregarded  
Angie’s right or unfairly prejudiced her by accepting her resignation.  
[498]  
I find no oppression on this basis.  
Conclusion on Oppression  
Essentially, Angie’s position on the need for annual shareholders’  
[499]  
meetings and appointment of an auditor for Truckers Haven and Truckers Haven  
Holdco are the two areas she succeeded with her claims.  
[500]  
Taking these two areas into account, and other actions such as her  
removal as the treasurer (which I found were not oppressive), the question is  
whether the conduct of her brothers which Angie raises as oppression, individually  
or collectively, establish oppression or unfairly prejudices Angie or unfairly  
disregards Angie’s interests requiring court intervention.  
[501]  
[502]  
I am not persuaded it does.  
Angie’s most significant claims, setting aside the Master Steaks estate  
freeze, challenge to the VTB distribution, and advancing claims for her historical  
loans have been dismissed.  
[503]  
Truckers Haven Holdco and its affiliate, Truckers Haven, are amid an  
acrimonious family dispute. Not calling a shareholders meeting or a disagreement  
over who is to pay for an auditor, in these circumstances, does not amount to  
 
oppression requiring the intervention of this court or triggering resort to the  
oppression remedies currently.  
[504]  
There is no need for a trial to arrive at a fair and just determination of  
this issue.  
Other Relief Claimed  
i) Inspector and Investigation (s. 161 OBCA)  
Angie seeks to have an inspector appointed to investigate of all the  
[505]  
Corporate Defendants, including Master Steaks. Further, she wants the inspector  
appointed before discovery as it “will be beneficial to the parties from a fact  
gathering and informational perspective to assist in understanding what has  
happened in this matter.”  
[506]  
Section 161 and s. 248 of the OBCA permits an order for an  
investigation of a corporation or its affiliates where:  
a.  
the business of the corporation or any of its affiliates is or has been carried  
on with the intent to defraud any person;  
b.  
the business or affairs of the corporation or any of its affiliates are or have  
been carried on or conducted, or the powers of the directors are or have been  
exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairly  
disregards, the interests of a security holder;  
c.  
the corporation or any of its affiliates was formed for a fraudulent or unlawful  
purpose or is to be dissolved for a fraudulent or unlawful purpose; or  
d.  
persons concerned with the formation, business or affairs of the corporation  
or any of its affiliates have in connection therewith acted fraudulently or  
dishonestly.  
   
[507]  
For the reasons set out herein, there is no proof of any corporate  
actions were carried out with the intent to defraud Angie or that anyone acted  
fraudulently or dishonestly.  
[508]  
Having determined that there has been no oppression and the  
corporate actions complained of have not unfairly disregarded or unfairly  
prejudiced Angie, this relief is hereby denied.  
[509]  
However, let me go on to state, why in any event, this relief would not  
be granted.  
[510]  
The three part test to be met in determining whether to order an  
investigation was set out in Khavari v. Mizrahi, 2016 ONSC 4934, 61 B.L.R (5th)  
313, at para. 35, as follows:  
a) the applicant must be a security holder;  
b) the judge must be satisfied that one of the situations listed in s. 161(2)  
has been established prima facie; and  
c) the judge must consider the appropriateness of the investigation, bearing  
in mind its usefulness and reasonableness under the circumstances, with  
due consideration to its expected costs and benefits.  
Security Holder  
 
[511]  
Angie is a security holder for Truckers Haven Holdco and Truckers  
Haven is an affiliate.  
[512]  
This relief could not be granted for any of the Master Steaks  
companies as it relates to the two Master Steaks’ companies since Angie is NOT  
a security holder in these companies.  
A prima facie case  
[513]  
Angie expressly states she seeks to have “an inspector to be  
appointed to investigate the business operations and financial affairs and  
documentation of the Corporate Defendants, so that a report can be prepared for  
the benefit of the parties and the court in deciding the issues in this proceeding.”  
What Angie wants is a forensic accounting ordered by this court. Angie states that:  
“The financial irregularities, questionable inter-company debts, alleged parent  
shareholder loans, accounting entries and general lack of financial transparency,  
among other things, necessitate the appointment of an inspector and auditor to get  
to the bottom of things.”  
[514]  
In Urbisci v. 2388095 Ontario Ltd., 2018 ONSC 2678, at para. 36, the  
court stated that an investigation is not intended to assist the court in making  
findings of oppressive conduct nor should it be used to assist parties to prepare  
for litigation:  
The appointment of an inspector to conduct an investigation of a corporation  
is an extraordinary remedy. An investigation should not be ordered to assist  
the court in making a finding of oppressive conduct (Re Ferguson and Imax  
Systems Corp. et al. (1984), 1984 CanLII 2021 (ON SC) , 47 O.R. (2d) 225  
(Div. Ct.), at pp. 232-33). Section 161 is not a device to assist parties to  
prepare for litigation (Brown v. Maxim Restoration Ltd. (1998), 68 O.T.C. 372  
 
(Gen. Div.), at para. 15); as a fact finder, the inspector should deal with the  
gathering of information, not determine rights (Catalyst Fund General Partner  
I Inc. v. Hollinger Inc. (2004), 2004 CanLII 66299 (ON SC), 48 B.L.R. (3d) 194  
(Ont. S.C.), at para. 50).  
(Emphasis added)  
[515]  
Essentially, I view this as an attempt by Angie to have the court order  
a forensic accounting at the company’s expense or her brothers’ expense. This is  
not an appropriate use of s. 161 of the OBCA. See Brown v. Maxim Restoration  
Ltd, 1998 CanLII 14811 (Ont. S.C.), at paras 15 and 16. And See Urbisci v. 288095  
Ontario Ltd., 2018 ONSC 2678.  
[516]  
It is not enough that an applicant merely allege misconduct or raise  
suspicion. Such allegations can be rebutted by the respondent. It is incumbent on  
the court to examine the entire record before determining whether a prima  
facie case of oppression has been made out. See Ferguson v. Imax Systems  
Corp. et al (1984), 47 O.R. (2d) 225 (Div. Ct.) at para. 22.  
[517]  
I recognize that the evidentiary threshold for the appointment of an  
inspector/investigation is low. But contrary to the submission by Plaintiff’s counsel,  
more than mere allegations of oppression have not “easily satisfied the first two  
legs of the three-part test”. Angie does not meet this part of the test. Despite the  
low standard, Angie has not established a prima facie case based on bald  
statements and speculation.  
[518]  
But let me go on.  
It is not appropriate to appoint an inspector or order an investigation  
[519] In any event, I am not persuaded it is reasonable and appropriate to  
appoint an inspector in the circumstances of this case. In considering the issue of  
whether it is appropriate to appoint an inspector/investigation, the courts have had  
regard to several factors, including:  
a)  
b)  
Whether the applicant needs access to the information;  
Whether there are better and less expensive means to acquire  
the information;  
c)  
d)  
Whether the proposed investigation would give a tactical  
advantage to the applicant; and  
The expense of the investigation as compared to the benefits.  
As to the information, aside from general and bald statements, Angie  
[520]  
has not pointed to any specific document she needs to make her claim that has  
not been provided. It is important to remember that Angie had the financial and  
corporate records of the Truckers Haven business until approximately July 2018,  
and for a number of years, also those of the Master Steaks business. Accordingly,  
it is difficult for Angie to make this submission for anything prior to 2018.  
 
[521]  
No motion has been brought for additional documents, except for  
bank statements of Master Steaks, which has been denied for the reasons set out  
above. No adjournment was sought to obtain further production or discoveries.  
[522]  
Angie could have retained a forensic accountant to review the books  
and records of the Truckers Haven business, but she instead chose to commence  
this proceeding instead seeking to have the court order what she could have done  
and have either the companies or her brother pay for the review.  
[523]  
Then there is a further problem. All of the issues that Angie complains  
and wants investigated are statute barred, being the loans and other matters going  
back beyond two years from the date this proceeding. In such circumstances, the  
court has precluded the inspector from looking into those barred issues. See  
Jones v. Mizzi, 2016 ONSC 4907, 61 B.L.R. (5th) 95. I would have done likewise.  
[524]  
Hence, there is no value to Angie or this court of an  
inspector/investigator, on the issues she raises.  
[525]  
[526]  
And it would likely be prohibitively expensive.  
Even if I had not dismissed Angie’s claims, I would have denied this  
relief in the motion on this basis.  
ii) Manager (s. 246(1) OBCA)  
Angie seeks the appointment of an “independent third-party litigation  
[527]  
manager to instruct counsel for the Defendant Corporations and act in their best  
interests for the duration of the litigation.”  
[528]  
Angie points to the failure of Master Steaks to declare all its income.  
This is irrelevant to Angie since she has no interest in the Master Steaks  
businesses. I dismiss this claim as it relates to the Master Steaks business.  
[529]  
As for the Truckers Haven businesses, Angie concedes this is a novel  
relief being requested. No authority was provided for this relief sought.  
[530]  
Angie points to Barbara’s cheque, which she alleges is forged, which  
she “believes” this was done by Peter and then submits it is “clear evidence “ that  
the directors are prepared to commit fraud and, hence, will not act in the best  
interests of the Corporate Defendants. As stated above, I do not accept Angie’s  
statement that the cheque was “forged” or that there is any basis to conclude the  
other shareholders, officers and directors are “prepared to commit fraud”. I am not  
persuaded that Angie’s allegations and speculation are a sufficient basis to take  
the company’s control over the litigation away from the Trucker Havens’  
corporations.  
[531]  
Angie also points to the lack of a cross-claim advanced by the  
Corporate Defendants against the Individual Defendants. Based on the evidence  
 
before me, and my determinations herein, I am at a loss to understand what cross-  
claim Angie believes should have been brought.  
[532]  
If Angie had wanted to, she could have sought to bring a derivative  
action on behalf of the Corporate Defendants against the Individual Defendants for  
the claim she envisages could have been brought as a cross claim. But, obviously  
she chose not to.  
[533]  
In my view, Angie does NOT seek or want to have a receiver manager  
appointed but rather just take away control over the litigation from her brothers and  
perhaps get a litigation manager that will side with her in this litigation, or to cause  
financial hardship to the companies in which her brothers hold a majority interest.  
This is clear from the various claims she advances in this proceeding. In my view,  
this is entirely an improper motive for the appointment of a litigation manager  
absent cogent evidence that such exceptional relief is necessary.  
[534]  
I will deal with this relief further below as to whether the Corporate  
Defendants are adverse in interest to the Individual Defendants.  
[535]  
I find no basis to take control over the management of Truckers Haven  
Holdco from management based on the evidence.  
iii) Monitor  
Angie seeks the appointment of a monitor over the operations of the  
Master Steak’s business:  
[536]  
I am also requesting that a monitor be placed in the Restaurant for four weeks to  
ensure that the accounting numbers are accurate and to assess any cash sales  
not deposited in the bank account of Master Steaks, along with generating a report  
on the financial activity observed. I am requesting that any costs associated with  
the auditor and inspector/investigator and the on-site supervisor(s) be paid by the  
Individual Defendants.  
[537]  
This relief is easily disposed of since Angie is not a shareholder or  
has any interest in Master Steaks or Master Steaks Holdco.  
Removal of Mr. Stamatopoulos  
[538]  
Angie seeks to have Mr. Stamatopoulos removed as accountant for  
the defendant corporations. She alleges he is biased on behalf of the Individual  
Defendants.  
[539]  
This relief is denied on behalf of the Master Steaks companies since  
Angie has no interest in the Master Steaks businesses.  
[540]  
I am satisfied that there is no basis for this court to remove Mr.  
Stamatopoulos as the compilation accountant for the Truckers Haven companies.  
[541]  
Angie has not put forward any credible evidence (or pointed to any  
document) which raises a question regarding the accounting work performed by  
Mr. Stamatopoulos.  
   
[542]  
Angie believes Mr. Stamatopoulos has falsified documents but there  
is no proof of that. Angie believes he favours her brothers. There is no credible  
proof of that. Neither is an appropriate basis for this court to intervene in the  
management of the Truckers Haven companies.  
[543]  
Further, given that I have ordered that an audit be performed, this  
relief is not necessary.  
Repayment of fees  
[544]  
Angie submits that the Corporate Defendants should not “pay for the  
personal accounting fees of the Individual Defendants”. I agree.  
[545]  
There is no evidence that Mr. Stamatopoulos is being paid by the  
Truckers Haven companies for the personal accounting of the Individual  
Defendants.  
[546]  
However, this is an issue I cannot determine on this motion. Angie is  
free to pursue this claim.  
IV. Removal of Counsel  
i) Removal of PDC Generally  
[547]  
PDC was retained by Gregory in 2013. PDC has continued to act for  
the Corporate Defendants since then. Mr. Sopov and Mr. Tonks are partners in  
PDC.  
     
[548]  
Angie seeks the removal of PDC from acting for either the Corporate  
or Individual Defendants. Angie alleges that the involvement of PDC as counsel  
for the Corporate and Individual Defendants raises a conflict of interest.  
[549]  
Much of the complaint by Angie is that the law firm, PDC, was involved  
in the “decisions and actions” against her.  
[550]  
The fact PDC was acting for all the Defendants in this proceeding had  
been known to Angie for some time. This motion to remove PDC was brought when  
this proceeding was approximately two years old.  
[551]  
While PDC was solicitor of record, a discovery plan was agreed,  
productions exchanged (including a third Supplementary Affidavit), and  
discoveries were in the process of being scheduled. Only then did Angie indicate  
she would seek to remove PDC as solicitor of record for the defendants.  
[552]  
Equally important, in 2018, PDC acted on behalf of some of the  
Corporate Defendants in an application against Angie for the return of the Minute  
Books of the corporations. Angie raised no issue, at that time, that PDC had a  
conflict of interest.  
[553]  
What is troubling is that Angie did not object to PDC acting on behalf  
of the Defendants, all of them, in these motions. That was confirmed at the  
beginning of the hearing. It is surprising that Angie would have no difficulty with  
PDC acting on these motions, which cover all the issues in great detail, but then  
request this court order that PDC cannot continue to act in this action resulting in  
a great expense to the Individual and Corporate Defendants.  
[554]  
Counsel for Angie submits that with respect to “Mr. Sopov’s  
evidence, it could lead “a reasonably informed member of the public would believe  
could be used by PDC to suppress the release of that evidence to the benefit of  
the Individual Defendants and to the detriment of the Corporate Defendants and  
the administration of justice.” That is an inflammatory submission about a law firm,  
based on nothing but conjecture. There is no evidence to suggest or support such  
a serious allegation against PDC. Further, a reasonably informed member of the  
public would not and could not believe, based on the evidence in this motion, that  
PDC would suppress the release of relevant evidence.  
[555]  
What Angie does not do is point to any confidential information that  
PDC has or had, nor how Angie could or would be prejudiced by the continued  
retainer of PDC.  
[556]  
The courts do have an inherent supervisory jurisdiction of the  
administration of justice which includes removal of solicitors from the record.  
However, courts should be slow to exercise this jurisdiction and thereby deprive a  
party of their counsel of choice. The court should consider all factors and balance  
the hardship to a litigant of denying them their counsel of choice and any injustice  
and prejudice to the opposing party seeking removal of counsel.  
[557]  
The court in Forsyth v. Blue Rock Wealth Management Inc., 2015  
ONSC 6666, at para. 31, described the overriding test in such motions:  
The overriding test for removal of counsel of record has been stated as follows:  
The test for the removal of a solicitor of record is whether a fair-minded and  
reasonably informed member of the public would conclude that the removal  
of counsel is necessary for the proper administration of justice.  
[558]  
Delay is a significant factor in the balancing. When the party seeking  
approval does not move quickly, the hardship of removal of counsel to the  
opposing party increases as does the expense and delay to the court proceeding.  
[559]  
Angie explains the delay in bringing this motion at the  
commencement of this proceeding. She alleges did not have “full particulars as to  
the extent of the prejudice that PDC’s involvement would have on the Plaintiffs as  
well as on the Corporate Defendants.” In addition, Angie claims that she did not  
know the Corporate Defendants would not advance a cross-claim. Therefore,  
Angie decided on a “wait and see approach to ascertain whether it was necessary  
to bring the within motion”. But she told no one, letting the Defendants continue  
to retain and expend money on PDC’s fees in this proceeding. Knowing that there  
was a potential conflict and saying nothing about it for almost 2 years, makes this  
a significant factor to deny the motion.  
[560]  
The fact that the cross-claim was not brought would have been known  
to Angie when the Statement of Defence was delivered on May 20, 2019, and no  
cross-claim or third party claim was advanced.  
[561]  
There is nothing to suggest there was a significant change in  
circumstances in the two intervening years that results in a new or increased  
prejudice or conflict.  
[562]  
I am satisfied, this motion is brought by Angie primarily for tactical  
reasons.  
[563]  
Where the motion to remove opposing counsel is done “predominantly  
or solely for the purpose of obtaining a tactical advantage in the proceeding”, this  
is a significant factor to dismiss the motion. See Forsyth, at para 80. The courts  
should not condone such litigation tactics.  
[564]  
Let me deal with other specific grounds Angie raises regarding PDC.  
Lawyer as Witness  
Angie alleges that Mr. Sopov may be called as a witness. That is not  
[565]  
the appropriate test. The test is whether there is a real likelihood that counsel will  
be called as a witness who has material, relevant evidence to give to the court on  
the issues to be tried.  
 
[566]  
The factors to be considered were summarized in Rice v. Smith et al.,  
2013 ONSC 1200, at para. 20:  
However, rather than approach the general “lawyer as witness” conflict of interest  
concern and prohibition as an absolute rule, our courts adopt a flexible approach  
and consider each case on its own merits, having regard to a variety of factors  
that, according to the circumstances of the case, may include the following:  
a.  
b.  
c.  
d.  
e.  
the stage of the proceedings;  
the likelihood that the witness will be called;  
the good faith (or otherwise) of the party making the application;  
the significance of the evidence to be led;  
the impact of removing counsel on the party’s right to be represented by  
counsel of choice;  
f.  
whether trial is by judge or jury;  
g.  
h.  
i.  
the likelihood of a real conflict arising or that the evidence will be “tainted”;  
who will call the witness; and  
the connection or relationship between counsel, the prospective witness  
and the parties involved in the litigation.  
[567]  
In this case, many of these factors favour not granting the motion to  
remove PDC.  
[568]  
I am satisfied there has been excessive delay in bringing this motion,  
it is done for tactical reasons, the likelihood Mr. Sopov will be called as a witness  
is extremely low, his evidence is available through other witnesses and documents,  
and the defendants have incurred very significant costs to date in the proceeding.  
[569]  
I am not persuaded this is a ground to remove PDC as the  
Defendants’ solicitor of record.  
[570]  
Further, given this court’s decision on the corporate issues above, I  
see little possibility that Mr. Sopov will be called as a witness on the remaining  
issues.  
Conflict of Interest  
[571]  
Angie goes on to allege that Mr. Sopov, a partner in the Defendants’  
solicitor of record, has a conflict because of:  
(i)  
his review of the corporate Minute Books in 2014 and purported  
confirmation that the Master Steaks 2002 Estate Freeze was valid,  
(ii) the preparation of corporate resolutions for Holdco2 and shareholders  
meetings in 2014 that he was present for and participated in as corporate  
counsel, purporting to validate the estate freeze,  
(iii) his participation in and presence for the 2016 purported redemption  
dispute pertaining to my alleged Class A shares at his office,  
(iv) participating in the November 16, 2017 Directors’ Meeting and  
(v) participating in the January 16, 2018 Shareholders’ Meeting.  
The first four allegations do not arise since this court has dismissed  
[572]  
the claims arising from those events.  
 
[573]  
What occurred at the January 16, 2018 is beyond controversy. Angie  
recorded the meeting. There are minutes of the meeting. It is difficult to imagine  
what relevant and direct evidence Mr. Sopov could add to the events of the night.  
The fact that the evidence of what occurred at this meeting can be adduced  
through Angie and the recording is a significant factor weighing against the need  
for Mr. Sopov to testify. See Manzinani v. Bindoo, 2013 ONSC 4744, at para. 60.  
[574]  
Many of the areas which Angie alleges Mr. Sopov may assist the court  
are not “direct” evidence. For example, Angie suggests that Mr. Sopov might  
testify on what Barbara and Gregory’s intentions were in 2001 and 2002. That was  
11 years before Mr. Sopov became involved as Gregory’s attorney. In any event,  
I don’t see how Mr. Sopov could give hearsay testimony on this issue.  
[575]  
Angie submits that Mr. Sopov “should have” discovered, on behalf of  
Gregory, the deficiencies in the Master Steaks estate freeze. There are several  
problems with this. Mr. Sopov became Gregory’s lawyer after the estate freeze  
was regularized in 2013. I do not see how what Mr. Sopov “should have” done for  
Gregory is relevant to Angie’s claims.  
[576]  
Angie submits that Mr. Sopov may have evidence regarding the  
alleged forgery of Barbaras signature on certain documents. So, how could Mr.  
Sopov’s evidence on this allegation (which occurred more than a decade before  
his involvement with the family and after Barbara’s death) be within his knowledge?  
[577]  
[578]  
I am not persuaded that Mr. Sopov has relevant evident for a trial.  
Prior Retainer  
Angie also relies on the fact Mr. Tonks previously acted for the  
Corporate Defendant with respect to a proceeding against her in 2018, when she  
failed to turn over the Minute Books and corporate records. This application did  
not proceed.  
[579]  
Apparently, no conflict issue was raised by Angie when that  
proceeding was commenced. More importantly, Angie was the opposite party,  
which is not a basis to remove counsel for conflict of interest. There is no  
suggestion or evidence that Mr. Tonks received any confidential information or  
documents during that proceeding which would prejudice Angie in this proceeding.  
[580]  
Further, Angie relies on the fact that Mr. Tonks acted for the  
Defendants “for the duration of this litigation to date and as such has knowledge  
of confidential and privileged information and litigation strategy which may be used  
to the benefit of the Individual Defendants at the cost of the Corporate Defendants  
and by extension to the detriment of the Plaintiffs.” I know of no prohibition of one  
defendant disclosing its “strategy” to another defendant thereby entitling the  
Plaintiff to obtain a removal of one party’s counsel.  
[581]  
I am not persuaded that Angie seeks this relief in good faith.  
 
[582]  
I am not persuaded that PDC’s prior retainer is a ground for removal  
of PDC.  
Estate Trustee claim for privilege  
[583]  
Peter and John, as Gregory’s Estate Trustees, claimed solicitor-client  
privilege over communications between Gregory and Mr. Sopov.  
[584]  
The difficulty faced here is that Angie does not put forward any  
evidence regarding what communications are sought. It is simply a blanket  
statement. It is entirely unclear what documents Angie seeks to have produced or  
what information may or may not exist that passed between Gregory and Mr.  
Sopov.  
[585]  
More importantly, Gregory’s Estate Trustee is not a party to this  
proceeding. No claim has been made against Gregory’s Estate or the Estate  
Trustees. And, there is no motion before this court for the production of third-party  
records. Angie has not brought a motion for the disclosure from Gregory’s Estate  
Trustee where the issue of privilege could be properly dealt with a complete  
evidentiary record.  
[586]  
The mere fact that Angie is a beneficiary (albeit a very indirect  
beneficiary because of the trust monies being used to develop lands for Truckers  
Haven Holdco) does not mean that ALL confidential legal communications on all  
matters between PDC and Gregory are no longer privileged.  
 
[587]  
Again, this appears very much like a fishing expeditionto find  
something to advance or an excuse to remove PDC.  
Conclusion on Removal of PDC  
[588]  
I am not persuaded that any of the above grounds, individually or  
collectively, are grounds for the removal of PDC as solicitor of record for the  
Defendants.  
ii)Removal of PDC for both the Corporate and Individual Defendants  
[589]  
Angie seeks the removal of PDC for both the Corporate and Individual  
Defendants.  
[590]  
Further, Angie, does not want the corporate defence counsel being  
appointed by the current directors and officers of the corporations her brothers.  
Instead, she seeks to have this court appoint counsel and somehow provide  
directions as to how and who instructs counsel in these circumstances.  
[591]  
No suggestion as to how this could possibly work was put forward.  
Having the court appoint counsel and then have the court determine any issues is  
extremely problematic and the appearance of impartiality would be seriously  
challenged.  
[592]  
Angie submits that if her allegations are adjudged to be true, then the  
Corporate and the Individual Defendants are adverse in interest.  
   
[593]  
There is merit in the submission that the Corporate Defendants might,  
on some issues, require independent counsel, and therefore, should have  
separate counsel from the Individual Defendants. The court in Rice stated the  
following on this issue:  
[24]  
[25]  
However, authorities repeatedly have identified corporate shareholder  
disputes as situations involving inherent conflicts of interest that effectively  
restrict a lawyer’s ability to extend joint representation.  
In particular, as emphasized by the professional codes of conduct, a  
lawyer representing a corporate organization must remember at all times  
that the corporation has a legal personality distinct from its individual  
directors and shareholders, and that those interests may very well diverge,  
thereby preventing a lawyer’s continued involvement in an internal  
corporate dispute.[9]  
[26]  
[27]  
In matters of legal representation, it accordingly is a fundamental error  
to regard a corporation as being synonymous with its majority directors and  
shareholders.  
Doing so almost inevitably leads to a corporate lawyer’s disregard of  
obligations owed to the corporate body and structure as a whole, in favour  
of a particular corporate faction. Most notably, the corporate lawyer  
effectively may ignore his or her obligation to seek litigation instructions  
from the corporation’s entire board of directors, and/or the lawyer’s  
corresponding obligation to share otherwise confidential and privileged  
litigation information with all of the corporation’s directors.  
[28]  
It also ignores possible and probable distinctions between the interests  
of the corporation and such a majority. For example, where conduct of the  
director or shareholder majority is the real focus of a litigation dispute with  
a director or shareholding minority, (rather than any conduct of the  
corporation per se), corporate payment of the majority’s legal  
representation benefits the majority directors and shareholders but not the  
corporation. It also results in a situation where the minority shareholders  
effectively are being compelled to pay, at least in part, the legal fees of  
opposing legal counsel.  
[29]  
The above concerns have been highlighted in numerous cases  
emphasizing a lawyer’s inability to jointly represent both a corporation and  
individual majority directors and shareholders in litigation focused on an  
internal corporate dispute. See, for example: Mottershead v. Burdwood  
Bay Settlement Co., 1991 CanLII 2284 (BC SC), [1991] B.C.J. No. 2554  
(B.C.S.C.), (“Mottershead”); Alles v. Maurice, [1992] O.J. No. 331  
(S.C.J.); Edwards-MacLeod Properties Ltd. v. 1037661 Ontario Ltd., [2001]  
O.J. No. 145 (S.C.J.); and Canadian Arctic Trading House Ltd. v.  
Bronstein, [2007] O.J. No. 3278 (S.C.J.).  
[30]  
The following comments from Mottershead case, at paragraphs 8-10,  
(expressly cited with approval by a number of the Ontario authorities noted  
above)[10], exemplify the underlying concerns and conflict of interest  
rationale for restricting and preventing such joint representation:  
In my view, it is clear that Mr Davies and his law firm are in  
a conflict of interest. As corporate solicitor and counsel for  
the Company, Mr Davies’ duty is to the Company; as  
counsel for the three personal defendants, who are also the  
majority shareholders, his duty is to those individuals. The  
best interests of the Company are not necessarily those of  
the majority shareholders and directors. The Company is a  
separate legal entity and it is no answer for Mr Davies to say  
that his instructions are from the individual majority  
shareholders as personal defendants are one and the same  
as those instructions which they provide as majority  
directors of the Company. The duty of the solicitor for the  
Company is to advise all of the directors so that they may  
make an informed decision as a board with respect to the  
interests of the Company.  
In shareholder litigation, there exists a potential conflict of  
interest between the personal interests of the individual  
parties both plaintiffs and defendants as shareholders and  
their fiduciary duties as directors of the Company. A  
solicitor acting both for the majority shareholders and for the  
Company on the sole basis of the instructions of that same  
majority personifies that conflict.  
Moreover, a solicitor owes a duty of confidentiality to his or  
her client and information received from the majority  
shareholders in their capacity as personal defendants would  
be privileged. Sure a conflict arises when that solicitor  
receives privileged information in his capacity as solicitor for  
the majority shareholder defendants and declines to advise  
the board of directors which includes the minority  
shareholders of that information notwithstanding his role as  
corporate solicitor and counsel for the defendant Company.  
[Emphasis added.]  
[31]  
In the same case, the court expressly noted, in paragraph 14, the  
following examples of “an actual conflict of interest, and not simply the  
appearance of a conflict”, arising from such joint representation:  
a.  
payment of the majority shareholders’ legal costs as a corporate  
expense effectively then assessed against all of the corporation’s  
shares;  
b.  
c.  
provision of legal opinions to the majority shareholders and not to  
the minority shareholders, who are also directors; and  
refusal to disclose litigation-related documents and information to  
minority directors and shareholders of the corporation, on the basis  
of purported solicitor-client privilege.  
[32]  
Where such conflict of interest concerns arise, the proper course is to  
require legal representation for the corporation, (if such representation is  
required), that is separate and distinct from the legal representation of the  
majority directors and shareholders. Ideally, such representation should  
be chosen independently of the litigating individuals. However, if no  
agreement in that regard is possible, and no acceptable means is found to  
make such an appointment, any shareholder should be given leave to  
make an appropriate application to the court. Similarly, if no means is  
found whereby corporate counsel may be properly instructed, the lawyer or  
lawyers in question may apply to the court for instructions.[11]  
[594]  
The need for independent counsel is supported by the failure of the  
Truckers Haven corporations to hold a shareholders meeting and appoint an  
auditor.  
[595]  
Based on the above authorities, I am satisfied that this claim is  
dismissed with respect to the Master Steaks companies but is granted with respect  
to the Truckers Haven companies. The Truckers Haven companies should have  
separate and independent counsel if this proceeding goes forward on any  
remaining issue(s).  
[596]  
Truckers Haven and Truckers Haven Holdco shall have 120 days from  
the release of these reasons to appoint such counsel. To be clear, Truckers Haven  
and Truckers Haven Holdco can have the same separate and independent  
counsel.  
iii) Individual Defendants should pay their own fees  
[597]  
Angie’s complaint is set out in para 93 of Angie’s counsel’s factum:  
Furthermore, the Individual Defendants are paying their legal fees from Dividend  
Income to Holdco.  
[598]  
Essentially, the complaint is that Truckers Haven Holdco is paying the  
legal fees of both the Corporate and Individual Defendants, thereby reducing the  
amount of dividends available to Angie.  
[599]  
Each of the defendant corporations provide, in their bylaws, that the  
officers and directors are indemnified for legal fees provided that they have acted  
honestly and in good faith with a view to the best interests of the corporation.  
[600]  
The relevant provisions of the OBCA are as follows:  
36 (1) A corporation may indemnify a director or officer of the corporation, a former  
director or officer of the corporation or another individual who acts or acted at the  
corporation’s request as a director or officer, or an individual acting in a similar  
capacity, of another entity, against all costs, charges and expenses, including an  
amount paid to settle an action or satisfy a judgment, reasonably incurred by the  
individual in respect of any civil, criminal, administrative, investigative or other  
proceeding in which the individual is involved because of that association with the  
corporation or other entity.  
(2) A corporation may advance money to a director, officer or other individual for  
the costs, charges and expenses of a proceeding referred to in subsection (1), but  
the individual shall repay the money if the individual does not fulfil the conditions  
set out in subsection (3).  
(3) A corporation shall not indemnify an individual under subsection (1) unless the  
individual acted honestly and in good faith with a view to the best interests of the  
 
corporation or, as the case may be, to the best interests of the other entity for which  
the individual acted as a director or officer or in a similar capacity at the  
corporation’s request.  
[601]  
Interestingly, the above provision allows the company to advance  
monies for the proceeding, subject to repayment pursuant to subsection (3).  
[602]  
Most of Angie’s claims are dismissed. Angie’s allegations of the  
tortious conduct alleged against the Individual Defendants has been dismissed.  
There is no finding that Peter, John and Bill did not act in the best interests of the  
companies. There is no evidence they acted in bad faith.  
[603]  
Hence, there is no basis to make an order that Peter, John and Bill  
repay any monies to the Truckers Haven companies.  
[604]  
Besides, even if the Individual Defendants had paid their own fees,  
Truckers Haven Holdco would have had to retain sufficient funds from its dividend  
payments to ensure that its financial obligation to pay the Individual Defendants  
could be honoured. The result in this case would have been additional legal costs  
and even less available for dividends.  
[605]  
There are two exceptions calling shareholders meetings and  
appointing an auditor. In these two specific situations, while the reason for not  
complying with corporate law may be understandable, that is no excuse for failing  
to do so. There should be some reduction in the legal fees of Peter, John and Bill  
to reflect this, but only for the Truckers Haven companies.  
[606]  
I cannot determine the extent of the reduction in the indemnification  
based on the evidence before me. If the parties cannot resolve this issue, I will  
order a mini-trial (before another judge) on the issue of the reduction of the  
indemnification of Peter, John and Bill by Truckers Haven corporations. I can be  
spoken to if counsel cannot agree on a mechanism and timetable to ensure that  
both parties have the necessary and relevant documents to make full submissions  
on this issue.  
V. Production of all Financial Records from 2017 to trial  
[607]  
Angie seeks the financial records from all the Corporate Defendants  
from 2017 to trial. She claims she has been denied access. This is denied by her  
brothers.  
[608]  
[609]  
As for the Master Steaks’ companies, this relief is denied.  
Angie is entitled to receive, in this proceeding, all relevant documents  
for any remaining issues. I can only assume those documents have been provided  
as there are no production requests and no adjournment request to obtain further  
productions  
[610]  
As for the Truckers Haven companies, Angie as a shareholder, is  
entitled to receive the documentation from these companies, that she is a  
shareholder, as prescribed available by the OBCA or as permitted by the directors.  
 
VI. Communications only Through Counsel  
[611]  
I agree that the communications in the past have been unnecessarily  
caustic between the parties directly.  
[612]  
Given this court’s decision, hopefully, many of the issues have been  
put to rest.  
[613]  
[614]  
I am not prepared to make such an order.  
If such communications continue in the future, the Criminal Code,  
R.S.C. 1985, c. C-46, includes the offence of harassment. The parties may have  
to avail themselves of such remedies, if necessary.  
CONCLUSION  
[615]  
[616]  
This court’s determination on the various issues are set out above.  
Many of the claims necessarily fail, directly or indirectly, as a result of  
the above findings and determinations.  
[617]  
Angie’s claims are dismissed except for:  
a) Angie’s claim regarding the Truckers Haven Holdco 2017 dividend account  
balance (see below for clarification);  
   
b) The Truckers Haven companies shall, within 120 days, engage an auditor  
for its financial statements commencing Y/E 2019. The Truckers Haven  
companies shall thereafter appoint an auditor annually in accordance with  
the OBCA unless all the shareholders agree in writing to dispense with the  
appointment of an auditor;  
c) The Truckers Haven companies shall, within 120 days, hold an annual  
shareholders meeting and do so each year in accordance with the OBCA  
unless all shareholders agree in writing to dispense with an annual  
shareholders meeting;  
d) The Truckers Haven companies shall within 120 days, retain independent  
solicitor of record for this proceeding;  
e) The assessment of any reduction of any indemnification for Peter, John and  
Bill form the Truckers Haven companies for non-compliance with the OBCA  
auditor and shareholder requirements and repayment of any such amount;  
f) The Truckers Haven companies shall, as requested, provide to all  
shareholders the documents shareholders are entitled to under the OBCA;  
g) The removal of Peter and Bill as Trustees of the Estate of Barbara Ioannidis  
is not determined (not argued);  
h) The repayment of any personal accounting fees of Peter, John and Bill which  
have been paid by the Truckers Haven companies from February 2017 to  
date (not dealt with in argument); and  
i) Whether Angie should be appointed Litigation Guardian of the Estate of  
Barbara Ioannidis (not argued).  
[618]  
A word on the relief sought in paragraph 1(jj) of the Statement of Claim  
the 2017 Truckers Haven dividend account. Essentially, this claim is that the  
VTB monies should have included unpaid 2017 dividends to Angie from Truckers  
Haven Holdco. As I concluded above, the repayment of Truckers Haven’s loans  
from the VTB monies was a reasonable business decision and the amounts of the  
loan were appropriate and long recognized corporate debts. Accordingly, this  
specific claim to $46,950 advanced by Angie is dismissed as a claim that it be paid  
out of the VTB monies or as evidence of oppression, but any claim by Angie for  
the payment of the unpaid dividend from any future monies dividend out by  
Truckers Haven Holdco, is not extinguished. There really is no dispute by the  
Defendants that this dividend to Angie remains unpaid. The only issue is when it  
should be paid and whether it should have priority over any other unpaid dividends.  
COSTS  
 
[619]  
Cost Outlines were delivered by both parties at the conclusion of the  
The Defendants shall provide written submissions within four weeks  
hearing.  
[620]  
of today’s date, with a limit of 10 pages of submissions, PLUS any Offers, PLUS  
any Authorities.  
[621]  
The Plaintiffs shall provide written submissions within four weeks of  
the receipt of the Defendant’s submissions, with a limit of 10 pages of submissions,  
PLUS any Offers, PLUS any Authorities.  
[622]  
There shall be no reply without leave.  
___________________________  
RSJ Ricchetti.  
Released: January 10, 2022  


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission