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: