Sigounis c. Sigounis  
2022 QCCS 965  
SUPERIOR COURT  
(Commercial Division)  
CANADA  
PROVINCE OF QUÉBEC  
DISTRICT OF MONTRÉAL  
No.:  
500-11-052150-170  
DATE: March 18, 2022  
_____________________________________________________________________  
BY THE HONOURABLE MICHEL A. PINSONNAULT, J.S.C.  
_____________________________________________________________________  
DIMITRIOS (JIMMY) SIGOUNIS  
Plaintiff  
v.  
NICOLAS (NICHOLAS) SIGOUNIS  
and  
ARGYRO SIGOUNIS  
Defendants  
and  
ELENI MAKRIDIS (SIGOUNIS), ès qualités Liquidator of the Estate of the Late Nicolas  
Sigounis and ès qualités designated Particular and Universal Legatee in virtue of the  
Last Will and Testament of the Late Nicolas Sigounis and subject to the decision to  
exercise an option with respect to the Estate of the Late Nicolas Sigounis  
Defendant in Continuance of suit  
and  
AMALIA SIGOUNIS  
and  
114753 CANADA INC.  
and  
114754 CANADA INC.  
and  
136585 CANADA INC.  
and  
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PAGE: 2  
CHENOY DELICATESSEN & STEAK HOUSE INC.  
and  
CHENOY DELICATESSEN & STEAK HOUSE (1976) LTD.  
and  
CHENOY FOOD NETWORK INC.  
and  
N.K.D.S. CONSULTANTS & INVESTMENTS INC.  
Mises-en-cause  
_____________________________________________________________________  
JUDGMENT ON OPPRESSION REMEDY APPLICATION  
(Sections 241 and following of the Canada Business Corporations Act and  
Sections 450 and following of the Business Corporations Act (Québec))  
_____________________________________________________________________  
OVERVIEW  
[1] Since 2017, the undersigned has been responsible for the case management of this  
oppression remedy matter initiated by Plaintiff Mr. Dimitrios (Jimmy) Sigounis (“Jimmy1”)  
against his father Mr. Nicolas (Nicholas) Sigounis (Nicolas) and his sister Ms. Argyro  
Sigounis (Argyro). They all hold various interests (direct or indirect) in the seven Mises-  
en-cause corporations that will be described collectively as the “Chenoy Corporations.  
[2] Unfortunately, this case which tantamount, to all intents and purposes, to a major  
family dispute, has been bogged down with multiple disagreements and conflicts that  
generated countless motions on all sides thus preventing this commercial case from  
progressing as quickly as it should have.  
[3] Until now, the members of the Sigounis Family have not been able to resolve their  
disagreements on an amicable basis. If anything, their family dispute has grown even  
more acrimonious with the unfortunate passing of the patriarch Nicolas on August 29,  
2020.  
[4] On February 24, 2017, Jimmy filed an Originating Application for various forms of relief  
and for liquidation and dissolution of corporations (the “Oppression Remedy  
Application”) against his father and sister seeking various forms of relief and ultimately,  
the liquidation and dissolution of the family owned Chenoy Corporations or what remains  
of them.  
1 The use of first or last names in the judgment is meant to lighten the text. It should not be construed as  
a lack of respect for the individuals concerned.  
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[5] Jimmy, holding a direct and indirect minority interest2, contends that he has been the  
object of oppressive manoeuvres and actions by his father Nicolas and his sister Argyro  
to such an extent that there exists an irremediable conflict and impasse between himself,  
his father and his sister who clearly hold diverging interests in the Chenoy Corporations,  
more specifically, as it pertains to their management and operations.  
[6] Under such circumstances, Jimmy believes that there are no more alternatives, and  
effective or useful means to resolve the deadlock but to proceed with the liquidation and  
dissolution of the Chenoy Companies, in order to sell their assets, satisfy their outstanding  
debts and distribute the residuum among their shareholders.  
[7] In April 2017, in response to Jimmy’s allegation in his lengthy Oppression Remedy  
Application, Nicolas and Argyro filed a joint written contestation disputing his allegations  
without providing any details. They added that since this was in part a family matter, they  
did not wish to engage in a sterile debate over corporations, Mises-en-cause in the  
present proceedings, which are either insolvable or worthless3.  
[8] In that regard, Defendants were referring to the Mises-en-cause 114753 Canada Inc.  
(“114753”), 114754 Canada Inc. (“114754”), 136585 Canada Inc. (“136585”), Chenoy  
Food Network Inc. (“Chenoy Food Network”) and N.K.D.S. Consultants & Investments  
Inc. (“NKDS”) who were, since some years already, all insolvable as defined under the  
Bankruptcy and Insolvency Act4.  
[9] The remaining two Mises-en-cause corporations offer a different perspective.  
[10] Chenoy Delicatessen & Steak House (1976) Ltd. (Chenoy DDO) owns the real  
estate property situated at 3616 Saint-Jean Boulevard, in Dollard-des-Ormeaux (the  
DDO Property) and holds the shares of its wholly owned subsidiary, Chenoy  
Delicatessen & Steak House Inc. (DDO Restaurant).  
[11] DDO Restaurant leases the DDO Property from Chenoy DDO and has been  
operating therein a 24-hour restaurant since the mid-1970s under the Chenoys banner.  
[12] As a teenager, Argyro started working for DDO Restaurant, at her father’s  
request, and has been working there ever since. She now manages the restaurant  
operations.  
[13] Notwithstanding their allegation that most of the Chenoy Corporations are  
insolvent, Defendants Argyro and Nicolas concluded their Oral Defence by indicating their  
2
The Court refers to a corporate chart of the Chenoy Corporations produced by Jimmy in support of his  
proceedings, which is annexed to the present judgment for ease of reference.  
3 Paragraph 3 of Defendants’ Oral Defence of April 12, 2017.  
4 Paragraph 4 of Defendants’ Oral Defence of April 12, 2017.  
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intention to purchase all of Jimmys shares in the Mises-en-cause at a value to be  
determined by the Court on the basis of the evaluations provided by the parties.5  
[14] Jimmy refuses to sell his shareholding interest in the Chenoy Corporations mainly  
on the basis that the parties will never agree to a realistic value especially insofar as the  
DDO Property is concerned, given that DDO Restaurant has been operating at a loss for  
years. In his view, the only logical and equitable solution is the liquidation and dissolution  
of all seven corporations.  
[15] The Court understands that the following corporations are essentially inactive:  
- 114753 (Chenoy Laval) used to own land and a building in Laval (the “Laval  
Property”) that was leased to 114754 until its sale in 2015;  
- 114754 operated a restaurant under the Chenoy’s banner (the “Laval  
Restaurant”) until the sale of the Laval Property in 2015 at which time it also sold  
the equipment used until then for the restaurant’s operations;  
- Chenoy Food Network used to be the franchisor of franchise restaurants operating  
under the Chenoy’s banner.  
[16] NKDS owns a 33-acre real estate property in the Eastern Townships known as the  
Country House. Everyone agrees that the property should be disposed of.  
[17] 136585 is a holding company who owns, inter alia, 40% of Chenoy DDO.  
[18] Chenoy DDO owns the DDO Property and leases the same to DDO Restaurant.  
[19] DDO Restaurant actually operates a restaurant under the Chenoy’s banner in the  
DDO Property.  
[20]  
The Chenoy’s restaurant operated by the DDO Restaurant was the first restaurant  
founded by Nicolas and is now the last of more than a dozen restaurants chain that used  
to operate under the Chenoy’s banner.  
[21] For years, the Chenoy Corporations have been struggling financially to stay  
financially afloat.  
[22] The central issue with respect to Jimmy’s proposed liquidation and dissolution of  
the Chenoy Corporations is twofold:  
5 Paragraph 6 of Defendants’ Oral Defence of April 12, 2017:  
6. The Defendants agree and undertake to purchase all of Plaintiffs shares in the Mises-en-cause at a  
value to be determined by this Honorable Court on the basis of the evaluations provided by the parties;  
500-11-052150-170  
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- Argyro wants to keep the DDO Restaurant intact and continue to operate the  
same as she claims that her father always told her that it would be hers thus  
implying that it would be given to her;  
- However, the land belonging to Chenoy DDO upon which the restaurant is built  
on Saint-Jean Boulevard is apparently worth millions of dollars, far more than  
the value of the building housing the restaurant and the value of the commercial  
business conducted therein, which according to Jimmy, has been losing money  
for years.  
[23] Jimmy believes that the dissolution and liquidation of DDO Chenoy with the sale  
of the Chenoy Property should yield sale proceeds that exceed by far the value of the  
restaurant business and of the relatively old building which, in all likelihood, may have to  
be demolished given the significant size of the lot and its prime commercial location on  
Saint-Jean Boulevard.  
[24] In short, the liquidation and dissolution of all Chenoy Corporations would ensure  
the disposition of all remaining corporate assets followed with the orderly distribution of  
the liquidation proceeds to their creditors with any residuum to the shareholders whoever  
they may be.  
[25] On the other hand, as proposed by herself and her father in their Oral Defence, by  
ordering the buy-out of Jimmy’s interest in the Chenoy Corporations, it would enable  
Argyro to keep DDO Restaurant operating without any further interferencefrom her  
brother.  
[26] However, the present exercise would likely be moot should the Court retain the  
expert evidence produced by Argyro that was adduced at trial proposing that Jimmy  
should not be entitled to receive any sums of money for his shares given his alleged level  
of indebtedness to the Chenoy Corporations either personally or via his own corporations.  
[27] Jimmy argued that, under the present circumstances, Defendants’ proposed  
outcome is not realistic nor acceptable as it would only maintain the status quo to his  
detriment and to the detriment of the other members of the Sigounis family, who also have  
an interest as co-shareholders or purported co-shareholders of the Chenoy Corporations  
including in the holding company 136585 who owns 40% of Chenoy DDO who in turn  
owns 100% of DDO Restaurant.  
[28] In a nutshell, the Court is called upon to determine, in light of Jimmy’s proven  
allegations of oppression that are contested by Argyro, whether the liquidation and  
dissolution of the seven Chenoy Corporations or anyone thereof should be ordered or  
should the Court favour instead Argyro’s offer to purchase Jimmy’s interests in the  
Chenoy Corporations.  
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[29] Under the latter circumstance, the Court would have to determine the fair market  
value of Jimmy’s shareholding interest which would also imply determining the date of  
reference to establish such a value.  
[30] However, for the reasons that follow, in the presence of repeated acts of blatant  
oppression by:  
- Nicolas who acted as if he was the sole shareholder and director of all Chenoy  
Corporations with total disregard for the interest of Jimmy as a minority  
shareholder and even as co-director; and by  
- Argyro who by following blindly the instructions of her father that suited her very  
well, thus placing herself in a situation of conflict of interests, demonstrated a total  
indifference or her complete ignorance of her fiduciary duties as director of the  
Chenoy Corporations, again with outright disregard for the interest of Jimmy as a  
minority shareholder and even as co-director;  
the Court can only come to one sensible, logical and equitable conclusion namely  
that, to the exception of DDO Restaurant, the other six Chenoy Corporations all governed  
by the CBCA must be liquidated and dissolved in order to initiate the realization of their  
remaining assets with a Court-appointed Liquidator who shall then proceed, under the  
Court’s supervision, to the orderly distribution of the realization proceeds.  
[31] The foregoing does not necessarily imply that DDO Restaurant should not be also  
liquidated and dissolved since the DDO Property is owned by Chenoy DDO that is to be  
liquidated and dissolved, bearing in mind that the latter also owns 100% of the shares of  
DDO Restaurant that should be disposed of as a result therefrom.  
[32] However, given the fact that DDO Restaurant, Chenoy DDO wholly owned  
subsidiary, is still in operation and given its questionable financial situation and profitability  
as it will be more fully discussed hereafter, the Court finds it more prudent to seek the  
opinion and recommendation of the Liquidator to be appointed pursuant to the present  
judgment before making a final determination with respect to DDO Restaurant.  
CONTEXT  
THE SHAREHOLDING OF THE CHENOY CORPORATIONS  
[33] As it will be discussed further later, ordering the buy-out of Jimmy’s interest in the  
Chenoy Corporations will not resolve all the outstanding issues between the members of  
the Sigounis Family in connection with those family-owned corporations.  
[34] Jimmy is not the only one to hold interest, direct or indirect, in NKDS, 136585,  
Chenoy DDO and in DDO Restaurant, in particular.  
500-11-052150-170  
PAGE: 7  
[35] Given the number of corporations involved, as previously indicated, a corporate  
chart prepared by Jimmy is annexed to the present judgment for a better visualization and  
understanding of their respective shareholding.  
[36] According to Jimmy, at the time of the filing of the Oppression Remedy Application,  
the shareholding was as follows with the proviso that Argyro is disputing certain of the  
percentages attributed to Jimmy in said chart6. The Court shall deal with that particular  
issue later.  
The shareholding in 136585 Canada Inc.  
[37] At the time that the present legal proceedings were instituted, 136585 was held by  
Nicolas (20%) and his three children Jimmy (40%), Argyro (20%) and Ms. Amalia  
Sigounis (“Amalia”) (20%).  
[38] Argyro is disputing Jimmy 40% shareholding in 136585 claiming that he only holds  
a 30% interest with the same percentage being held by her father Nicolas instead of 20%.  
[39] At all relevant times, Nicolas, Argyro and Jimmy were the directors of 136585.  
The shareholding in Chenoy DDO  
[40] At the time that the present legal proceedings were instituted, Nicolas personally  
held 60% of the shares of Chenoy DDO.  
[41] The other 40% is held by the holding company 136585 through which Jimmy  
derives his own interest.  
[42] At all relevant times, Nicolas, Argyro and Jimmy were the directors of Chenoy  
DDO.  
The shareholding in DDO Restaurant  
[43] DDO Restaurant is the wholly owned subsidiary of Chenoy DDO.  
[44] At all relevant times, Nicolas, Argyro and Jimmy were the directors of DDO  
Restaurant until Jimmy resigned as director in 2016 after discovering irregularities in the  
handling of the GST/QST.  
[45] Jimmy testified that his resignation was provoked by his discovery via the  
accountant of DDO Restaurant that the restaurant was issuing fictitious invoices to offset  
the GST/QST due to the tax authorities. He was nevertheless told not to worry as director  
6 The Court shall use the present tense when the shareholding of a corporation has not changed since the  
filing of the Oppression Remedy Application in 2017.  
500-11-052150-170  
PAGE: 8  
because Argyro would look after it if the ARQ reacted adversely. Jimmy did not want to  
take any chance in that respect.  
[46] The Court can appreciate Jimmy’s reacting with caution given his personal liability  
to the ARQ was triggered for unpaid taxes as director of 114753 who used to own the  
Laval Property.  
[47] DDO Restaurant owns 50% of the shares of Chenoy Food Network.  
The shareholding in Chenoy Food Network  
[48] Chenoy Food Network was the franchisor of the franchise restaurants operating  
under the Chenoy’s banner.  
[49] The remaining 50% shares in Chenoy Food Network are held by 114754 who used  
to operate the Laval Restaurant.  
[50] At all relevant times, the directors of Chenoy Food Network were Argyro and  
Jimmy.  
The shareholding in 114754 Canada Inc.  
[51] 114754 was held by 136585 (40%) and by Nicolas personally (60%).  
[52] Until the sale of its movable assets (restaurant equipment) in July 20157, 114754  
operated the Laval Restaurant under the Chenoy’s banner at the Laval Property situated  
at 355, Boulevard Curé-Labelle in Laval.  
[53] 114754 leased the Laval Property from 114753.  
[54] At all relevant times, the directors were Nicolas and Jimmy. Argyro testified that  
she was a director of 113753 and 113754 until July 14, 2015, when the consultant hired  
by her father told her to resign, which ultimately left her brother Jimmy to deal with the tax  
liabilities of those two corporations.  
The shareholding in 114753 Canada Inc.  
[55] Until the sale of July 13, 20158, 114753 owned the Laval Property situated at 355,  
Boulevard Curé-Labelle in Laval and leased the same to 114754 to operate the Laval  
Restaurant.  
[56] The directors were Nicolas and Jimmy, Argyro having resigned on the following  
day July 14, 2015, to avoid tax liabilities resulting from the sale.  
7 CP-8A.  
8 CP-8B.  
500-11-052150-170  
The shareholding in N.K.D.S. Consultants & Investments Inc.  
PAGE: 9  
[57] Jimmy and his father owned the shares issued by NKDS in the respective ratio of  
25% and 75%.  
[58] Following the Costas Buy-out (as defined hereafter) and pursuant to the  
Acknowledgment9 (as defined hereafter), Jimmy claimed that he became a shareholder  
of NKDS with 331/3% from 25% and his father owning 662/3% from 75%.  
[59] At all relevant times, Nicolas, Argyro and Jimmy were the directors of NKDS.  
[60] NKDS owns the 33-acre Country House in the Eastern Townships that should be  
sold, an outcome that does not constitute an issue herein.  
THE PASSING OF NICOLAS, THE PREVIOUS TRANSFER OF HIS SHARES  
TO HIS DAUGHTER ARGYRO IN DECEMBER 2019 AND HER MOTHER  
ELENI’S INVOLVEMENT IN THE PRESENT LITIGATION  
[61] This case is further complicated by the following additional facts and events that  
occurred after the filing of the Oppression Remedy Application.  
[62] From the outset of the present proceedings, Nicolas, as co-defendant, sided with  
and supported the position of his daughter Argyro, preferring a buy-out of Jimmy’s interest  
as opposed to liquidating and dissolving the Chenoy Corporations, hence their joint Oral  
Defence.  
[63] Around 2002, Nicolas suffered a serious health issue that ultimately, kept him  
significantly incapacitated physically. Over the following years, his health deteriorated  
essentially confining him at home with his wife Eleni.  
[64] Argyro started assuming a greater role in the management and in the defence of  
the present proceedings, but always under the guidance and directions of her father.  
[65] Nicolas passed away on August 29, 2020, which caused his widow Madam Eleni  
Makridis Sigounis (“Eleni”) to file on January 7, 2021, a Notice of Continuance of suit in  
her capacity as Liquidator (“Liquidator”) of her late husband’s Estate (the “Estate”)  
pursuant to Article 200 of the Code of civil procedure (“C.c.p.”), which incidentally, was  
not opposed by Argyro nor by Jimmy.  
[66] To compound the already complicated relations among the Sigounis family  
members, the passing of the patriarch Nicolas has further entangled this family saga when  
his widow Eleni, not only as Liquidator of the Estate but also as her husband’s universal  
legatee in virtue of his Last Will and Testament10 (“Universal Legatee”), realized with the  
9 P-26.  
10 DIC-1.  
500-11-052150-170  
PAGE: 10  
assistance of counsel that the Estate was, to all intents and purposes, insolvent as a  
result of a recent transaction in virtue of which Nicolas transferred to his daughter Argyro  
his most valuable assets, namely his entire shareholding in the Chenoy Corporations,  
leaving his wife with no money to satisfy the significant debts and liabilities of her late  
husband.  
[67] Even in her capacity as Defendant in continuance of suit as Liquidator (DICS11  
Eleni”), Argyro refused to provide her mother any of the documentation evidencing the  
alleged transfer to her of the shares that her father held in the Chenoy Corporations (the  
Shares”).  
[68] On March 12, 2021, Argyro’s refusal left the Court with no other alternative but to  
order her to produce the documentation evidencing the transaction that took place  
between her father and herself. Argyro via her then lawyer not only steadfastly objected  
to produce said information and documentation to her mother Eleni despite the fact that  
she was the Liquidator and Universal Legatee of her late husband, but also to her brother  
Jimmy as Plaintiff who had sued his father in the present instance as a shareholder and  
director.  
[69] In compliance with the March 12, 2021, Order, Argyro’s counsel at the time,  
namely, Mtre David Rosenzveig12, finally communicated to the counsel for DICS Eleni the  
following documents:  
a. Document entitled Confirmation Share Transfer Between Sigounis Nicholas  
and Sigounis Argyrodated December 8, 2019 (“Confirmation #1”);13  
b. Document entitled Confirmation Share, Advances and Other Agreements  
Between Sigounis Nicholas and Sigounis Argyro” also dated December 8, 2019  
(“Confirmation #2”)14.  
[Confirmation #1 and Confirmation #2 to be referred to collectively hereinafter as  
the Confirmations”]  
[70] At trial, it was disclosed that Argyro proceeded unilaterally to make on her own all  
the modifications with the Registraire des entreprises du Québec (“REQ”) to reflect the  
situation following the transfer of the Shares, without informing Jimmy or seeking his  
consent as director of the corporations affected by such transfer.  
[71] With the Confirmations finally on hand, Plaintiff Jimmy and DICS Eleni with the  
assistance of her counsel, discovered that a few months before his passing, Nicolas had  
transferred to his daughter Argyro all the Shares that he held in the Chenoy Corporations  
11 Defendant In Continuance of Suit (DICS).  
12 Mtre Rosenzveig was substituted shortly thereafter.  
13 DIC-8A.  
14 DIC-8B.  
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PAGE: 11  
for a consideration that, in the opinion of Jimmy and of DICS Eleni, was significantly below  
their fair market value.  
[72] The Shares held until then by Nicolas gave him, inter alia, an overall 68% to 72%  
interest in 136585 and DDO Chenoy (DDO Property) and a 662/3% to 75% interest in  
NKDS15.  
[73] They also concluded that Argyro failed to pay the declared consideration in the  
Confirmations for the Shares as the necessary corporate resolutions were never passed  
at the time and that in so doing, the Late Nicolas also transferred to Argyro certain shares  
that he held for the benefit of his son Jimmy, which constituted in the latter’s view, another  
act of oppression against him.  
[74] DICS Eleni’s further investigation of the Estate affairs with the assistance of  
counsel revealed the existence of several unresolved lawsuits involving the Late Nicolas  
thus exposing the Estate to significant potential liabilities that could not be honoured  
without the liquidation proceeds of the Shares that were transferred to his daughter Argyro  
a few months before his passing.  
[75] DICS Eleni’s counsel argued that with those Shares, the Late Nicolas was to all  
intents and purposes, directly and indirectly, the main or controlling shareholder of the  
Chenoy Corporations and as such his Shares were his most important assets that were  
to provide, inter alia, some security to his wife after his passing. His daughter Argyro could  
not ignore that the transfer of the Shares that occurred allegedly on December 8, 2019,  
rendered her father the Late Nicolas insolvent under such circumstances. In other words,  
with the assistance of his daughter, Nicolas also ensured that he would become  
judgment proof” vis-à-vis the ongoing lawsuits against him.  
[76] At trial, Argyro admitted knowing about his father’s financial situation at the time of  
the transfer of his Shares. He wanted to protect himself because of the ongoing lawsuits  
against him. He told me what to do.  
[77] Argyro added that her father told her that by transferring his Shares to her, his  
creditors would not be able to collect.  
[78] However, as incredible as it may seem, despite being aware of the lawsuits against  
her father, Argyro pointed out that at no time did she understand that her father was facing  
serious indebtedness.  
15 Depending on whether Jimmy holds 30% or 40% of the shares issued in 136585 following the  
execution of the Acknowledgment by his father in the context of the Costas Buy-out (kindly refer below to  
section 3.8 The Costas Buy-out of February 2016).  
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[79] When confronted with the fact that the only asset of real value left was the DDO  
Property, without it her mother could not contemplate settling her late husband’s debts,  
leaving a totally insolvent Estate, Argyro claimed that I never thought of it. I don’t know.  
[80] Although she benefitted from the proceeds of one life insurance policy, DICS Eleni  
was facing a serious predicament for a person who always believed that her late husband  
had taken the necessary steps to ensure her financial security after his passing. Even her  
personal residence has been heavily mortgaged ($760,00016) before her husband’s  
passing to cover, inter alia, a variety of debts and liabilities linked to the Chenoy  
Corporations.  
[81] Without the Court expressing any opinion at this juncture on the validity, the legality  
and the opposability of the Confirmations evidencing the December 8, 2019, transfer of  
the Shares to his daughter Argyro, DICS Eleni who is not only the Liquidator of the Estate  
but also the Universal Legatee, also realized that she was not in a position to properly  
deliberate and exercise the option to accept the succession of her late husband with the  
significant risks presently associated with an insolvent Estate.  
[82] On February 17, 2021, Justice Hélène Langlois granted Eleni’s Application and  
ordered the suspension of the six-month delay to deliberate and exercise the option with  
respect to the Estate17.  
[83] Justice Langlois also ordered that suspension shall remain in force and effect until  
a final judgment is rendered in the present Superior Court dossier bearing number 500-  
11-052150-170 and in the Superior Court dossier bearing number 500-17-111490-200  
which is a lawsuit instituted by Jimmy before Nicolas’ passing claiming from his father  
$190,975.13 in connection with a guarantee the he granted to Nesbitt Burns on behalf of  
his father to cover his investment portfolio (the “Nesbitt Burns Lawsuit”). As Nicolas was  
in default to pay to Nesbitt Burns the said sum of money, the same was debited from  
Jimmy’s own investment portfolio as he had guaranteed his father’s obligations to Nesbitt  
Burns.  
[84] Since then, DICS Eleni amended her Notice of Continuance of suit claiming to act  
herein not only in her capacity as Liquidator but also in her capacity as Universal Legatee  
who has not yet opted for the reasons stated above.  
[85] DICS Eleni also filed a written Defense as well as a Cross-Application as  
Defendant in continuance of suit of the Late Nicolas with conclusions against Argyro  
seeking, inter alia and with Jimmy’s support, the cancellation of the Confirmations, and  
the appointment of a liquidator to NKDS, 136585 and Chenoy DDO who hold interest in  
the remaining real estate assets of the Chenoy Corporations, in order to put up for sale  
the Country House and the DDO Property.  
16 P-25.  
17 DIC-6.  
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[86] Although DICS Eleni is not seeking the liquidation and dissolution of all seven  
Chenoy Corporations18, in contrast with Defendant Nicolas’s initial joint Oral Defence with  
Argyro, DICS Eleni is essentially in agreement with her son Jimmy’s proposed relief  
sought in that regard given that she now has the duty to liquidate the Estate. Should she  
successfully retrieve the Shares of her late husband, the same would have to be disposed  
of in order to satisfy the debts and liabilities of the deceased.  
[87] In other words, despite his mother’s precarious standing in the present  
proceedings, Jimmy is no longer the only one seeking the liquidation and dissolution of  
the Chenoy Corporations, in whole or in part.  
[88] DICS Eleni’s counsel argued that should her late husband’s Shares revert back to  
the Estate, the only sensible and equitable solution available to his client was to liquidate  
and dissolve 163685, DDO Chenoy (DDO Property) and NKDS (Country House) in order  
to dispose of the remaining real estate assets that are of significant value and that would  
enable Eleni as Liquidator to address and deal with her late husband’s debts and  
liabilities.  
[89] DICS Eleni’s counsel added that under such a scenario, given the exceptional  
value of the DDO Property in particular, the prospects that the Estate would likely  
generate a surplus in favour of his client in her capacity as Universal Legatee were  
reasonably good.  
[90] During her testimony, Eleni confirmed that position indicating that she also wanted  
that her share of the net realization proceeds19 of those remaining assets be ultimately  
shared equally between her three children.  
[91] In addition to her Defense and Cross-Application, DICS Eleni filed on May 31,  
2021, a Declaration of Intervention of Defendant in continuance of suit (the  
Intervention”) pursuant to article 18520 C.c.p. in virtue of which she is seeking:  
- A judicial declaration that the Confirmations both dated December 8, 2019, are  
cancelled, null and void and unopposable against her;  
- A judicial confirmation that:  
o DICS Eleni holds a 60% shareholding interest in Chenoy DDO;  
- A judicial confirmation that:  
18 The Court understands that 114753, 114754 and Chenoy Food Network are inactive and insolvent.  
19 After her late husband’s debts and liabilities have been settled.  
20 185. Voluntary intervention is termed aggressive when the third person seeks to be acknowledged as  
having, against the parties or one of them, a right which is in dispute. It is termed conservatory when the  
third person wishes to be substituted for one of the parties in order to represent it, or to be joined with one  
of the parties in order to assist it or support its claims. A third person is said to intervene as a friend of the  
court when seeking only to participate in argument during the trial.  
A third person who intervenes for aggressive or conservatory purposes becomes a party to the proceeding.  
500-11-052150-170  
o 136585 owns a 40% shareholding interest in Chenoy DDO;  
PAGE: 14  
o Plaintiff Jimmy owns a 40% shareholding interest in 136585;  
o DICS Eleni owns a 20% shareholding interest in 136585;  
o Defendant Argyro owns a 20% shareholding interest in 136585; and  
o Mise-en-Cause Amalia owns a 20% shareholding interest in 136585.  
- A judicial confirmation that:  
o DICS Eleni owns a 662/3% shareholding interest in NKDS; and  
o Plaintiff Jimmy owns a 331/3% shareholding interest in NKDS;  
- Authorization to mandate a Certified Real Estate Broker to sell the immovable  
properties belonging to Chenoy DDO and to NKDS for a price commensurate  
with their fair market value; and  
- An order to join her Declaration of Intervention together with the Oppression  
Remedy Application which was fixed for proof and hearing on the merits  
commencing on October 13, 2021.  
[92] Although more detailed, the conclusions of the Intervention are essentially the  
same ones found in DICS Eleni’s Defense and Cross-Application.  
[93] On June 30, 2021, Jimmy instituted a Paulian Action21 against his sister Argyro  
and his mother Eleni in her capacity as Liquidator of the Estate of his father the Late  
Nicolas.  
[94] With his Paulian Action, Jimmy is seeking a declaration that the Confirmations may  
not be set up against him and are not opposable to him.  
[95] Jimmy is also asking for a declaration of nullity of the transfer of 8.33 shares of the  
capital stock of NKDS and 100 shares of the capital stock of 136585 that were likely part  
of the transaction of December 8, 2019, between Nicolas and Argyro pursuant to the  
Confirmations.  
[96] Jimmy and DICS Eleni sought that the Intervention, the Cross-Application and the  
Paulian Action be joined to the Oppression Remedy Application and be heard and  
disposed of at the same hearing that was scheduled to commence on October 13, 2021.  
[97] Argyro contested said applications to join the Paulian Action and the Intervention  
as well as DICS Eleni’s legal interest and capacity to file the Cross-Application and the  
Intervention.  
[98] Argyro also disputed the jurisdiction of the Court to hear the matters and the issues  
raised in the Cross-Application and in the Intervention with respect to the Confirmations  
21 500-17-117432-214 (the “Paulian Action”).  
500-11-052150-170  
PAGE: 15  
and the Shares of the Late Nicolas given the arbitration clauses found in the  
Confirmations.  
[99] Needless to say, this protracted family saga that has been unfolding for some five  
years, cannot reach a much-needed complete resolution with a judgment ordering the  
liquidation and dissolution of the Chenoy Corporations, as it will not completely settle the  
issue of the transfer of Nicolas Shares to Argyro raised by Eleni, who claims to be the  
rightful owner of said Shares as Universal Legatee.  
[100] Be that as it may, on October 6, 2021, the Court rendered the following judgment:  
[141] DISMISSES the Application of Defendant Argyro Sigounis to dismiss the  
Amended Defense and Cross-Application of Defendant in Continuance of suit, and  
to dismiss the Declaration of Intervention of Defendant in Continuance of suit dated  
August 2, 2021;  
[142] DISMISSES the Modified Application of Defendant Argyro Sigounis to refer  
the parties to arbitration dated July 14, 2021;  
[143] DECLARES that Defendant in Continuance of suit Eleni Makridis (Sigounis)  
ès qualités designated Particular and Universal Legatee in virtue of the Last Will  
and Testament of the Late Nicolas Sigounis and subject to the decision to exercise  
an option with respect to the Estate of the Late Nicolas Sigounis, has the sufficient  
interest to intervene in the present instance in that capacity in addition to her  
capacity as Liquidator of the Estate of the Late Nicolas Sigounis;  
[144] DECLARES that Defendant in Continuance of suit Eleni Makridis (Sigounis)  
ès qualités designated Particular and Universal Legatee in virtue of the Last Will  
and Testament of the Late Nicolas Sigounis and subject to the decision to exercise  
an option with respect to the Estate of the Late Nicolas Sigounis, can validly file  
the Re-Amended Defense and Cross-Application of Defendant in Continuance of  
suit dated August 11, 2021, as well as the Amended Declaration of Intervention of  
Defendant in Continuance of suit dated August 11, 2021, which for the purposes  
hereof shall be considered as one and the same with the Re-Amended Defense  
and Cross-Application given their similar allegations and conclusions;  
[145] To the extent necessary, ORDERS the joinder of the Amended Declaration  
of Intervention together with the Introductory Application in the present instance to  
be heard on the merits commencing on the October 13, 2021;  
[146] ORDERS the joinder of the Paulian Action in case bearing number 500-17-  
117432-214 together with the Introductory Application in the present instance to  
be heard on the merits commencing on the October 13, 2021;  
[147] CALLS upon the parties’ counsels to attend a virtual preparatory conference  
on Friday, October 8, 2021, at 9 a.m. with coordinates to be provided  
subsequently;  
500-11-052150-170  
PAGE: 16  
[148] ORDERS the provisional execution of the present Judgment notwithstanding  
appeal therefrom;22  
[101] On October 8, 2021, the Court also ruled as follows with respect to the trial  
scheduled to commence on October 13, 2021:  
Le Tribunal CONCLUT que le procès débutera par le recours en oppression qui  
est la requête initiale (# 1), suivis de la contestation et demande reconventionnelle  
de Mme Argyros Sigounis (# 64) qu’il considère être à l’intérieur du débat soulevé  
par la demande principale en oppression.  
[102] In other words, the Court would deal with the other issues raised in the Cross-  
Application/Intervention and in the Paulian Action in a separate hearing to be held at an  
undetermined date depending on the outcome of the Oppression Remedy Application.  
[103] The order to proceed to the liquidation and dissolution of the Chenoy Corporations  
will allow the Court to deal with the aforesaid outstanding issues during the liquidation  
process in order to enable the Court-appointed Liquidator to remit the net realization  
proceeds to their rightful holders or beneficiaries.  
THE ACTS OF OPPRESSION RAISED BY PLAINTIFF JIMMY  
Preliminary comment  
[104] As a preliminary comment, the Court has already mentioned that Jimmy was the  
object of blatant acts of oppression by his father and sister.  
[105] The Court noted that the corporate documentation for the family owned, and  
family-run corporations was the least of the preoccupations of Nicolas and of Argyro who  
did not hesitate to raise the absence of the necessary resolutions or documentation  
against her brother when it suited her purposes at trial.  
[106] Be that as it may, the operation and management of the Chenoy Corporations in  
such an informal and loose manner may have suited everyone’s purpose while all of the  
Sigounis family members were in agreement and were entertaining cordial relations.  
[107] However, with the severe discord developing between the family members who  
held shareholders’ interest in the Chenoy Corporation, the previous conduct of loose  
management did not confer upon Nicolas and Argyro as directors the licence or the right  
to carry on in the same manner and act in an oppressive or an unfairly prejudicial manner  
towards a minority shareholder who happened to be also a co-director of those  
corporations.  
22 2021 QCCS 4185.  
500-11-052150-170  
PAGE: 17  
[108] Being aware of their disagreements with Jimmy, Nicolas and Argyro could not  
simply act as if Jimmy was no longer a co-director with them and make crucial corporate  
decisions in his absence and without his knowledge and consent.  
[109] With all due respect, Nicolas may have been the founder of the group of Chenoy  
Corporations, but he decided at one point to operate his business in a corporate  
environment. Such an environment certainly provided significant advantages to the  
shareholders, but it also came with obligations and duties especially for the directors.  
[110] Nicolas and Argyro breached on several occasions their fiduciary duty as directors  
to the detriment of Jimmy as co-director and minority shareholder. With respect to Nicolas,  
there are instances where with the assistance and complicity of Argyro, he gave  
instructions to Chenoy’s corporate counsel without the directors’ approval and knowledge  
on the basis that he was the controlling shareholder.  
[111] Under such circumstances, as frustrating as it may have been for him, Nicolas  
could not act and decide as if he was the sole shareholder and director.  
[112] With respect to Argyro, claiming to be unfamiliar with or unaware of her fiduciary  
duty as director cannot be set up as a defence nor could she successfully invoke the fact  
that her actions were always dictated by her father as she was executing his will by  
carrying out his instructions.  
Jimmy Sigounis’ call for restructuring the Chenoy Corporations  
[113] Jimmy, the son of Nicolas and Eleni, is a businessman who is involved in the food  
industry via his principal venture Mello Foods Inc. (“Mello”). His shares in Mello came  
from his father many years ago.  
[114] At all relevant times, Nicolas no longer had any interest in Mello who was supplying  
meat products to the Chenoy’s restaurants over the years until the breakdown in their  
relationship.  
[115] Although he was not directly involved in the operations of the Chenoy’s  
restaurants, Jimmy nevertheless kept a direct and indirect interest in several of the  
Chenoy Corporations and sat on most if not all of their board of directors.  
[116] With his father’s failing health, he responded to his every call for assistance until  
their relationship soured.  
[117] On September 21, 2012, Jimmy proposed a restructuring plan for Chenoy  
Corporations to his father Nicolas, his two sisters Argyro and Amalia and to his uncle  
Costas (Costa) Sigounis (“Costas”) pursuant to which he also proposed to assume the  
leadership of the corporations to bring them back to profitability:  
500-11-052150-170  
PAGE: 18  
Being at the crossroad, I believe that it is important to know where we come from,  
where were we as a group, where are we now and where we need to go!  
For many years, the Chenoysconcept was profitable, and it was supported by a  
solid balance sheet. The strength of the leader (Nick) with his team, guided by his  
vision of business brought the concept to a certain level up to the moment that his  
health started to deteriorate.  
Unfortunately, when that occurred, there was no backup plan in place, and we are  
where we are today; in a nonprofitable situation and all divided. Figures speak by  
themselves and there is no shame to say that the system that Nick has built over  
the years is now today a total failure.  
There is no franchise system in place; there is no more consistency toward over  
services, quality, advertising, and image, policies etc... and most important of all,  
no positive results! All corporate stores had drifted away from what a franchise  
system is all about!  
We must all realize and understand that a restructuration must take place now and  
if we refuse to face this reality on a timely matter, by appointing a new leader who  
will oversee ALL operations, we will suffer the consequence and there will be  
severe collateral damages.23  
[Emphasis added]  
[118] In retrospect, Jimmy’s assessment of the situation at the time and his  
apprehensions in the absence of a sound restructuring plan, unfortunately proved to be  
right.  
The Costas Sigounis oppression remedy lawsuit and the closing of the  
Brossard and Laval Restaurants  
[119] By the end of 2013, nothing had changed.  
[120] As previously mentioned, 114753 owned the Laval Property that was leased to  
114754 who operated the Laval Restaurant.  
[121] Nicolas’ brother, Costas was handling the management and operations of that  
restaurant.  
[122] Following a falling out with his brother Nicolas, Costas who wanted to withdraw  
from the Chenoy Corporations, instituted on November 8, 2013, oppression remedy  
proceedings in November 2013 essentially seeking the liquidation and dissolution of the  
same24.  
23 CP-01.  
24 500-11-045606-130 (the “Costas Oppression Lawsuit”).  
500-11-052150-170  
PAGE: 19  
[123] The case was ultimately settled out of court in the following context.  
The Costas Agreement of December 5, 2013  
[124] On December 5, 2013, a Memorandum of Agreement was entered into between  
Costas, Nicolas, Jimmy, Chenoy DDO, DDO Restaurant, 114753 (Laval property),  
114754 (Laval Restaurant) and NKDS25 (the “Costas Agreement”).  
[125] The Costas Agreement was reached following meetings that involved the Sigounis  
family members and their lawyers including Argyro and Amalia. It confirmed and  
evidenced the partiesagreement that it constituted a transaction that could be  
homologated by the Court.26  
[126] Jimmy explained that, year after year, the Chenoy’s restaurants were losing  
money. They had to mortgage their remaining real estate properties to replenish the  
companies’ cashflow. As their businesses were no longer profitable, the Costas  
Agreement evidenced their collective will and decision to liquidate the Chenoy  
Corporations instead of spending money in court to contest Costas Oppression Lawsuit.  
[127] The main purpose of the Costas Agreement was to agree on an orderly winding  
up of the affairs and operations of the Chenoy Corporations which involved, inter alia, the  
liquidation of the assets of Chenoy DDO (DDO Property), DDO Restaurant, Chenoy Food  
Network, 114753 (Laval Property), 114754 (Laval Restaurant), NKDS (Country House)  
and the holding company 136585.  
[128] This agreed upon outcome would ensure that together, with all the other interested  
shareholders, Costas would receive his share of the net liquidation proceeds  
commensurate to his then shareholding interest.  
[129] The parties also agreed to mandate a real estate broker to sell the Laval Property  
and the DDO Property and ultimately close the two restaurants.27 Any and all Sigounis  
family members were free to make offers to acquire any of the said properties should they  
so desire.28  
[130] The parties also agreed to sell the Country House owned by NKDS with an asking  
price of $500,000 and a minimum selling price of $450,000.29  
25 P-2.  
26 Clause 7 of the Costas Agreement.  
27 Clause 5a) of the Costas Agreement.  
28 Ibid.  
29 Ibid., clause 5g).  
500-11-052150-170  
The failed attempts to sell the DDO Property in 2014  
PAGE: 20  
[131] In furtherance of the Costas Agreement, the DDO Property was put up for sale30.  
Jimmy pointed out that offers were received in March 2014 and that they came close to  
making a deal with a $2.8M offer payable in full without any conditional financing31, but  
Nicolas refused to give his consent.  
[132] The Court understands that Jimmy as a director of Chenoy DDO was unaware at  
the time of two other offers made by his sister to her father to purchase the DDO Property.  
It is not clear whether Nicolas ever accepted those offers.  
[133] On February 5, 2014, Argyro offered to purchase the DDO Property from Chenoy  
DDO for an amount of $2.4M without making any deposit.32 Argyro was proposing to pay  
the purchase price of $2.4M with a “down paymentof $912,000 at closing, being a  
contribution of Nick Sigounis to Argy Sigounis for the share of the Property as always  
promised. Nine Hundred and Twelve thousand dollar ($912,000).33  
[134] The offer was also subject:  
- to obtaining a hypothecary financing of $525,000; and  
- to Chenoy DDO accepting a balance-of-sale price of $963,000 payable in five  
years; and  
- Argy S. will redeem her share or deemed held shares in both companies at DDO  
(i.e. the building and operating company).34  
[135] On February 28, 2014, Argyro made another offer to Chenoy DDO in the amount  
of $2.7M again without any deposit, payable with $945,000 at closing and subject to a  
hypothecary financing of $1,755,000.35  
[136] Offers from third parties were also received for the DDO Property in March 2014  
with prices ranging from $1.9M to $2.8M36 as previously mentioned.  
[137] The Court is unaware of other attempts to sell the DDO Property in 2014. However,  
other offers were received in late 2016 as it will be more fully discussed later.  
30 CP-21.  
31 P-32, pages 34-47.  
32 Ibid., pages 11-19.  
33 Ibid., page 18.  
34 Ibid., page 22.  
35 Ibid., pages 24-32  
36 P-32.  
500-11-052150-170  
PAGE: 21  
The sale of the Laval Property and the equipment of the Laval  
Restaurant in 2015.  
[138] In accordance with the Costas Agreement, the efforts to find a buyer for the Laval  
Property were more fruitful.  
[139] On July 13, 2015, 114753 sold the Laval Property for $2M37 and 114754 sold the  
equipment of its restaurant for $200,00038.  
[140] The net proceeds of $1,674,100 were deposited in a trust account controlled by  
lawyer Denis Kounadis (“Kounadis”) who, at all relevant times, acted as corporate  
counsel for the Chenoy Corporations.  
[141] The sizable profit induced Nicolas to use the net proceeds to cover various debts  
thus raising Jimmy’s serious concerns about holding unto sufficient funds to cover all tax  
liabilities stemming from the sales, bearing in mind that Jimmy and his father were the  
sole remaining directors of both corporations that they had just sold all of their respective  
assets. Argyro had resigned as director of both corporations on July 14th, the day following  
the completion of the sales in question to avoid potential director’s liability to the tax  
authorities resulting therefrom.  
[142] Nicolas had different priorities than Jimmy’s. He decided to buy out immediately  
his brother Costas for $425,000 with a portion of the net sale proceeds. He also decided  
to use another $450,000 to pay the outstanding mortgage on his family residence on  
Marlatt Street in Montreal (the “Marlatt Property”) that was registered in his wife Eleni’s  
name only.39  
[143] By the end of 2015, the Marlatt Property belonging to Eleni was mortgage free.  
[144] Unfortunately, sufficient funds were not retained at the time to cover the  
outstanding taxes due by 114753 and 114754 stemming from the sales.  
[145] Following the sale of the Laval Property (114753) owned one third by Jimmy and  
two thirds by Nicolas, the capital gain generated was not paid and Jimmy as sole  
remaining director, is still personally responsible for the payment of the same to the  
Agence du revenu du Québec (“ARQ”)40.  
The closing of the Brossard Restaurant in 2015  
[146] The year 2015 also saw the closing of the Chenoy’s restaurant located in Brossard  
on the South Shore of Montréal (the “Brossard Restaurant”).  
37 CP-08B.  
38 CP-08A.  
39 P-33 and P-34.  
40 P-28.  
500-11-052150-170  
PAGE: 22  
[147] The Brossard Restaurant was operated by 2959-8455 Québec Inc. from 1992 until  
its bankruptcy in 2015.  
[148] The shareholders of 2959-8455 Québec Inc. were Nicolas and his daughter Amalia  
who was responsible for the restaurant’s operations. Nicolas was the sole director.  
[149] The closing and bankruptcy of the Brossard Restaurant triggered lawsuits  
involving, inter alia, Nicolas that are still pending, including legal proceedings instituted  
by the ARQ regarding notices of assessment totalling $863,417 for failure to report all  
sales and gratuities (tips) remit the deductions at source (DAS), GST and QST since  
200841.  
[150] The landlord of the Brossard Restaurant also has a significant claim in excess of  
$1M against Nicolas as personal guarantor under the existing lease42.  
[151] These cases are still active and pending.  
[152] Amalia sought the protection of the Bankruptcy and insolvency Act with a proposal  
to her creditors.  
[153] The Court understands that despite owning shares (20%) in 136585, Amalia  
ceased being involved with the Chenoy Corporations including their management and  
operations and did not participate to the present hearings.  
The Costas Buy-out of February 2016  
[154] Following the sale of the Laval Property, Jimmy was against the immediate buy-  
out of Costas’ interest in the Chenoy Corporations with the sale proceeds of the Laval  
Property.  
[155] Jimmy insisted that the Costas Agreement of December 2013 be respected which  
also implied the sale of the DDO Property and the DDO Restaurant before the  
shareholders could receive what was due to them out of the remaining net proceeds.  
[156] Nicolas saw it in a different way. He preferred to use immediately a portion of the  
net proceeds of the sale of the Laval Property to buy out his brother Costas against a  
payment of $425,000 (the “Costas Buy-out”), which involved, inter alia, granting mutual  
releases and discharge between the various members of the Sigounis family, including  
Jimmy.  
[157] On January 20, 2016, Jimmy’s lawyer advised Nicolas’s lawyer and Argyro that  
his client would not partake in the Costas Buy-out. However, Jimmy would only agree to  
participate in such a buyout if an agreement was reached with the other members of the  
41 DIC-20 (500-80-036795-186).  
42 DIC-21 (500-17-090263-156).  
500-11-052150-170  
PAGE: 23  
Sigounis family concerning the handling and disposition of the remaining assets of the  
Chenoy Corporations in furtherance of the Costas Agreement.43  
[158] The outstanding issues which were to be dealt with and agreed to involved:  
The debt and liabilities of the 114753 (Laval Property) and the outstanding debts  
and obligations of the Laval Restaurant operations and the resulting directors’  
liability;  
The debts and obligations of DDO Restaurant and the resulting directorsliability;  
The sale of the Country House in order to repay outstanding debts;  
The sale of the DDO Property and/or relocation of the DDO Restaurant;  
Stabilizing the Gatineau and Joliette franchises.  
[159] In addition to the foregoing, Jimmy also objected to conclude the Costas Buy-out  
with the sale proceeds of the Laval Property and to grant Costas a mutual release and  
discharge, unless debts due to Mello Foods44 for supplying the restaurants were to be  
paid in full, unless Jimmy received a portion of Costas shares and unless his father would  
cover the shortfall (US$146,666.74) in his own Nesbitt Burns investment account that  
Jimmy had guaranteed.45 At the time, Nesbitt Burns had not yet debited Jimmy’s  
investment account to satisfy his father’s indebtedness to the investment company.  
[160] On February 8, 2016, relying upon the assurances of Nicolass lawyer, Me  
Kounadis, that a sufficient amount would be kept from the sale proceeds of the Laval  
Property to cover the outstanding tax liabilities of 114753 and 114754 which had yet to  
be determined precisely and that the DDO Property would be put up for sale again, and  
that his father would make the necessary payment regarding his indebtedness to Nesbitt  
Burns, Jimmy agreed to sign on his personal behalf and on behalf of Mello Foods, 136585  
and of Chenoy Food Network, the Mutual Release requested by Costas who received  
$425,000 for his shares (the “Costas Release”).46  
[161] Unfortunately, those assurances that induced Jimmy to sign the Costas Release  
did not materialize. Nesbitt Burns ultimately collected the funds due by his father by  
withdrawing $190,975.13 from Jimmy’s own investment account47. This event caused  
Jimmy to institute the Nesbitt Burns Lawsuit against his father on February 5, 2020, to  
recover the sum of $190,975.13.48  
43 P-4, page 4.  
44 For food and supplies extended to the Chenoy restaurants.  
45 DIC-22.  
46 P-7.  
47 DIC-22.  
48 Ibid., 500-17-111490-200 (the “Nesbitt Burns Lawsuit”).  
500-11-052150-170  
PAGE: 24  
[162] With respect to the outstanding taxes due to the ARQ by 114753, Jimmy is  
currently making payments personally to cover said corporate debts as the remaining  
director.  
The Acknowledgment signed by Nicolas on February 8, 2016  
[163] On the same day that the Costas Release was executed, namely on February 8,  
2016, Nicolas also signed in favour of Jimmy a document entitled “Acknowledgement49,  
in virtue of which Nicolas acknowledged that:  
In connection with that certain Share Purchase Agreement between Mr. Costas  
Sigounis as Vendor and Nick as Purchaser dated February 8, 2016 (the Share  
Purchase Agreement), into which Share Purchase Agreement intervened  
N.K.D.S. Consultants & Investments Inc. (N.K.D.S.), Chenoy Food Network Inc.,  
Chenoy Delicatessen & Steak House (1976) Ltd., Chenoy Delicatessen & Steak  
House Inc., 114754 Canada Inc. (Laval), 136585 Canada Inc. («ꢀ136585ꢀ»),  
95735 Canada Inc., 9259-8455 Quebec Inc., Mona Lisa Advertising Ltd. (Mona  
Lisa) and Aliments Mello Inc., the undersigned hereby agree as follows:  
1. In respect of the purchase by Nick of 25 Class ACommon Shares of N.K.D.S.,  
300 Class ACommon Shares of 136585 and 20 Class ACommon Shares of  
Mona Lisa (the Purchased Shares), Nick hereby acknowledges acquiring one  
third () of the Purchase Shares in and for the benefit of Jimmy, who hereby  
acknowledges that he shall be bound by the terms and conditions of the said Share  
Purchase Agreement insofar as it pertains to the rights and obligations in and to  
the Purchase Shares;  
2. In respect of the purchase by Nick of certain advances made by Costa to  
N.K.D.S. and Laval in the aggregate amount of One Hundred Sixty-Three  
Thousand Nine Hundred and Eighty-Five Dollars ($163,985.00) (the Advances),  
Nick hereby acknowledges having acquired one third (1/3) of the Advances in and  
for the benefit of Jimmy, and Jimmy hereby acknowledges that he shall be bound  
by the terms and conditions of the Share Purchase Agreement insofar as it pertains  
to the rights and obligations in and to the Advances;  
3. The parties shall execute such further agreements, transfers, instruments and  
documents as may be necessary in order to give effect to the present  
acknowledgment;  
4. In particular and without limiting the generality of the foregoing, Nick shall  
transfer to Jimmy, and/or as Jimmy may direct, to any company, trust and/or  
nominee of Jimmy, one third () of the Purchase Shares and one third () of the  
Advances at such time and to such person or entity as Jimmy shall direct.50  
[Emphasis added]  
49 P-26.  
50 Ibid.  
500-11-052150-170  
[the “Acknowledgment”]  
PAGE: 25  
[164] At trial, Argyro argued that the Acknowledgment was not binding as it was not  
followed with the appropriate corporate documentation, bearing in mind that those shares  
were allegedly part of the transfer by her father to her via the Confirmations, although the  
same was not specifically mentioned therein. The Paulian Action instituted by Jimmy  
addresses that particular issue among other things.  
The NKDS/Marlatt hypothecary loan of July 14, 2016  
[165] In June 2016, the Chenoy Corporations are experiencing financial difficulties. The  
sale of the Laval Property, the bankruptcy of the Brossard Restaurant and its closing  
together with the closing of the Laval Restaurant did not bring back the remaining  
companies to a positive financial position.  
[166] Mr. Michel Montmorency (“Montmorency”) acting as a consultant for Nicolas,  
informed Jimmy that he had received instructions from Nicolas to secure financing by  
hypothecating the Country House owned by NKDS, bearing in mind that Jimmy was a  
director and a 331/3% shareholder pursuant to the Acknowledgment.  
[167] Jimmy refused to consent to NKDS borrowing moneys against the Country House  
under the prevailing circumstances to cover debts that did not concern that company.  
[168] A meeting was called for on June 29, 2016, at Kounadis’ office that was  
subsequently cancelled by Montmorency claiming to act on Nicolass instructions.  
[169] In an email sent to Kounadis and to Jimmy’s lawyer, Montmorency reassured  
everyone that no hypothecary loan would be granted by NKDS without “respecting the  
procedure”:  
Je suis désolé de ce contretemps pour la réunion, cest hors de mon contrôle. En  
effet la démarche effectuée dans le dossier de N.K.D.S. inc. a pour but de  
protéger lactif vulnérable et ne se veut en aucun moment être préjudiciable  
envers les actionnaires.  
Monsieur Nick ma donné les instructions de rechercher un prêt afin de régler  
certaines urgences et de sécuriser lactif et ultimement de satisfaire son fils pour  
sa participation dans la compagnie. Un travail laborieux fut effectué et la  
conclusion est positive.  
Par ailleurs, je peux vous confirmer que rien ne se produira sans avoir respecté  
les procédures ou tout au moins avant notre rencontre de mardi prochain [July 5,  
2016].  
Salutations  
michel montmorency  
représentant autorisé de  
500-11-052150-170  
monsieur Nicholas Sigounis51  
PAGE: 26  
[Emphasis added]  
[170] At the time, Jimmy was unaware that the new loan sought by Nicolas was going  
to be secured with the Country House and the Marlatt Property.  
[171] At trial, Montmorency candidly confirmed that he was involved in the NKDS/Marlatt  
refinancing which was essentially prompted by the fiscal debts plaguing the companies  
and Nicolas. The goal was to wipe outthe equity in order to secure the assets against  
an attack(pour sécuriser les actifs contre une attaque).  
[172] Montmorency added that since the Chenoy companies experienced cashflow  
issues, this proposed refinancing became a golden opportunity to solve two problems at  
once, cover various outstanding debts mostly unrelated to NKDS and shield NKDS’ main  
asset from creditors such as the ARQ.  
[173] Be that as it may, on the same day, June 29, 2016, Jimmy’s lawyer sent the  
following message to his colleague Kounadis and to Montmorency:  
Dear Dennis,  
Obviously, I am somewhat disappointed by the additional delay but have no  
problem in postponing our meeting to next Tuesday, July 5th, at 11:00, provided  
that Michel [Montmorency] confirms to us that, in the meantime, nothing will be  
done with respect to the hypothecation of the NKDS property located in Bromont,  
and of which Jimmy is a substantial shareholder. I notice that amongst the  
documents forwarded by Michel to Jimmy, there appears to be instructions given  
to Notary Francis Pierre Rémillard. Obviously, this property cannot be  
hypothecated without a proper resolution of the directors and shareholders  
of NKDS and, as far as I know, no such meeting had yet been called nor convened.  
Provided that we are given the aforementioned assurance and that nothing will  
happen with respect to that property without the calling of a proper meeting, we  
agree to the postponement of todays scheduled meeting.52  
[Emphasis added]  
[174] Following the meeting that was held on July 5, 2016, Jimmy’s lawyer confirmed  
the following to Kounadis and Montmorency:  
Further to our meeting and discussions of this day, these presents shall serve to  
confirm that the hypothecary loan in the amount $400,000.00 will not be proceeded  
with and that, in accordance with the instructions conveyed by Michel to Mtre  
51 P-8.  
52 Ibid.  
500-11-052150-170  
PAGE: 27  
Rémillards assistant, the file will be put on hold until our client and the rest of his  
family decide otherwise.53  
[Emphasis added]  
[175] A few minutes later, Montmorency reassured Jimmy’s lawyer as follows:  
Thank you for your email, although I believe this email was not really necessary,  
since you witnessed my call during which I gave instructions, but I just want to  
remind you that the file will move on and will be ready to be in place at the right  
moment, once all necessary approvals will be obtained.54  
[Emphasis added]  
[176] Contrary to Montmorency’s assurances given on behalf of Nicolas, on July 14,  
2016, Nicolas claiming to act as a duly authorizedrepresentative of NKDS, executed a  
deed of hypothecary loan in the amount of $600,00055 that was not only registered against  
the Country House but also against the Marlatt Property belonging to his wife Eleni (the  
NKDS/Marlatt Hypothec”).  
[177] The loan proceeds were used to cover various debts, liabilities and bills due by  
NKDS or by Eleni and Nicolas in connection with the Marlatt Property. Nicolas also  
caused the loan proceeds to cover debts of Chenoy Restaurant due to Mello Foods56  
without Jimmy’s knowledge and involvement.  
[178] The NKDS/Marlatt Hypothec was executed by Nicolas without ever obtaining  
Jimmy’s consent as director of NKDS and 331/3% shareholder and in direct contravention  
to the assurances and representations made by Montmorency on behalf of Nicolas.  
[179] On the same day, July 14, 2016, Nicolas also executed an extract of the minutes  
of a meeting of the board of directors of NKDS to authorize the $600,000 hypothecary  
loan, falsely indicating that all directors had been duly called and were present at NKDS’s  
head office (the “NKDS Resolution”).57  
[180] In fact, at the time, Nicolas was hospitalized, and Argyro confirmed at trial that she  
acted as a go-between to get the necessary documents executed by her father. Argyro  
was present when her father executed the NKDS Resolution and acknowledged that they  
were not at NKDS’s head office, and that Jimmy was not present as director despite the  
deceptive wording on the document.  
53 P-9.  
54 Ibid.  
55 P-10, incidentally, the deed only provided for an initial disbursement of $400,000. It is not certain that the  
remaining $200,000 was ever disbursed. Be that as it may, if the intended purpose was to “wipeout”  
any equity, a hypothecary charge of $600,000 was satisfying that goal.  
56 P-23.  
57 P-24.  
500-11-052150-170  
PAGE: 28  
[181] In short, Nicolas and Argyro both directors of NKDS with Jimmy could not ignore  
at the time that the latter was against such a loan to charge the Country House and yet,  
they nevertheless proceeded without any appropriate and valid resolutions and without  
the knowledge and consent of Jimmy.  
[182] The acts and omissions of Nicolas and Argyro towards Jimmy surrounding the  
NKDS/Marlatt Hypothec clearly constitute acts of oppression despite the fact that Nicolas  
caused a portion of the loan proceeds to cover outstanding debts to Mello Foods for  
supplies sold to the remaining restaurants.  
The attempted transfer of shares from NKDSAugust 2016  
[183] The operation to shield Nicolas’s corporate assets from an attackof the tax  
authorities did not end with the NKDS/Marlatt Hypothec.  
[184] At trial, Argyro acknowledged that her father had told her that they had to protect  
the corporate assets since the government was after himfollowing the sale of the Laval  
Property and of the bankruptcy of the Brossard Restaurant. At the time, we were served  
with papers at Kounadis’ office.  
[185] On August 22, 2016, Nicolas claiming to be the major shareholder of NKDS,  
instructed his corporate attorney Kounadis to proceed with the transfer to his unidentified  
wife’s company for $1,000 of all trademarks, logos, designs and name related to Chenoy  
belonging to NKDS:  
As the major shareholder of the above-mentionned (sic) company, I duly  
authorize you to prepare all necessary resolutions and transfer documents to  
transfer all trademarks, logos, designs and name related to “Chenoy” that belong  
to N.K.D.S. Inc., to my wifes company.  
Considering the current value in the books of the company and also since the fair  
market of value of the name being is currently very minimal, I want the transfer to  
be done for 1 000$.  
Please execute this at your earliest and I hereby confirm that I assume all  
responsability (sic) toward this transaction.58  
[Emphasis added]  
[186] On the same day, also claiming to be the major shareholder of Chenoy Food  
Network, DDO Restaurant and 114754, Nicolas instructed Kounadis to sell the shares of  
Chenoy Food Network to his unidentified wife’s company for $1,000:  
Chenoys Network shares are held 50% by Chenoy Delicatessen and Steak House  
Inc. and by 114754 Canada Inc., kindly take note that as the major shareholder  
58 P-11.  
500-11-052150-170  
PAGE: 29  
of those 3 companies, I duly authorize you to prepare all necessary resolutions  
and deed of sales of 100% shares or transfer of shares of “réseau d’Aliments  
Chenoy Inc.” to my wifes company.  
Considering the current value in the books of the companies and also since the  
fair market of value is negative, I want the transfers to be done from each company  
for a total of 1 000$.  
Please execute this at your earliest and I hereby confirm that I assume all  
responsability (sic) toward this transaction.59  
[Emphasis added]  
[187] Jimmy who was a director of NKDS, Chenoy Food Network and 114754 was never  
consulted by his father nor did he ever consent to those transactions that he was unaware  
of.  
[188] Despite her fiduciary duty as director of NKDS, Chenoy Restaurant and Chenoy  
Food Network, Argyro assisted her father in connection with the above-mentioned  
instructions by writing to Kounadis on September 26, 2016, raising her father’s impatience  
and insisting that the transfer of the shares and trademarks be completed immediately.  
[189] Argyro concluded her message with a veil threat:  
As a courtesy to your law firm this will be the last request to the abovementioned  
documents.60  
[190] Kounadis responded quite appropriately to Argyro as follows:  
I have repeatedly explained all this to you, your father and Michel [Montmorency].  
Michel has understood the predicament and I’m sure has explained all this to you  
and your father. We have objections from a minority shareholder [Jimmy] which  
will make the situation much more volatile and may be place the majority  
shareholder in a predicament.61  
[Emphasis added]  
[191] On September 27, 2016, Argyro indicated that she and her father did not accept  
no as an answer:  
Thank you for your reply, I know you have explained all this to Nick and he told  
you to do what needs to be done. To my understanding in your last email the  
resolutions are ready for signing, Nick wants you to give them to Michel and Nick  
will worry about the circumstances. […]  
59 Ibid.  
60 P-12.  
61 Ibid.  
500-11-052150-170  
PAGE: 30  
If you find that you are in a conflict of interest please let me know because Nick  
will do what needs to be done to get the shares and trademarks transferred to his  
wifes company.  
Like previously stated Nick will like to have the resolutions which you said are  
ready, to be given to Michel by the end of this week.62  
[Emphasis added]  
[192] Subsequently alerted of the situation by Kounadis, Jimmy wrote him back at the  
end of the day on September 27, 2016:  
Dennis I would also remind both Argy and Michel [Montmorency] that my Dad has  
made commitments and promises TO YOU as corporate counsel that by  
persuading me signing the costa buyout he agreed and confirmed to you that  
he would pay off his Nesbit burns account 170k and forward to me an additional  
150k to cover some outstanding loans which needed to be repaid.  
Instead they go ahead without my knowledge or any discussion and pledged  
the debt free property to pay out bills that have nothing to do with that  
companys debts or obligations and reduce the debts and mortgages of DDO  
property and business.63  
[Emphasis added]  
[193] On the following day September 28, 2016, a colleague at Kounadis’ office tried  
once again to set the record straight with Argyro in no uncertain terms about her fiduciary  
duty:  
As corporate counsel, it is our responsibility to execute the wishes of the directors  
and shareholders and to do so, we must firstly assure that the instructions given  
are in the best interest of the Corporations and that said Corporations act according  
to the rules set out in the laws that govern them. Those instructions require  
director approval and, in certain cases, shareholder approval. The wish of a  
majority shareholder is not legally sufficient.  
That being said, we have received your instructions regarding the transfer of  
trademarks by N.K.D.S. and the transfer of shares by Chenoy Network to Helen  
Sigouniscompany.  
However, we have also been advised by Mr. Jim Sigounis, director and  
shareholder of N.K.D.S. and Chenoy Network, directly or indirectly thru subsidiary  
companies, that he is not prepared to consent to the transfer of trademarks nor the  
transfer of shares to Helens company64.  
62 Ibid.  
63 Ibid.  
64 2638-7639 Québec Inc.  
500-11-052150-170  
PAGE: 31  
Given the fact that the decision to transfer assets to your mothers corporation  
(whichever it may be) is not unanimously approved, the corporations are required  
under corporate law to call the appropriate meetings of shareholders and directors  
in order to approve the desired transfers. ln addition, since certain shareholders  
are corporations, corporate resolutions/approvals must also be obtained in those  
corporations before the corporations holding the trademarks and shares are able  
to consider the transfers.  
This situation was explained to Mr. Montmorency, both verbally and in writing,  
which is the reason behind which we received instructions to call the necessary  
meetings of the directors and shareholders of the various corporations that are  
involved or touched by Mr. Sigounisdecision to require the transfer of the  
trademarks and shares. The retainer was required for this purpose.  
The law requires that these procedures be taken in order to protect the creditors  
and shareholders of a corporation, and decisions taken by any directors in  
defiance of the rights of the creditors and shareholders expose the directors  
ta legal responsibility. The directors are imposed by the Civil Code of Québec  
and their respective corporate law (the Québec Business Corporation Act or the  
Canada Business Corporations Act) to be bound towards the Corporations to act  
with prudence and diligence, honesty and loyalty and in the best interest of the  
Corporations. Please see the attached annexe.  
Furthermore, even if the directors and/or shareholders approve any transfers, the  
approval does not protect the transfers (or directors) against ether laws and  
obligations that affect all debtors, including tax laws and bankruptcy and insolvency  
legislation.  
Finally, since the tax department is already making inquiries regarding certain  
Chenoys entities, it is our opinion that it is perilous for N.K.D.S. to start  
distributing its assets at this time for nominal sums to a corporation  
benefitting the wife of the majority shareholder.65  
[Emphasis added]  
[194] As director of the corporations involved in the transfers demanded by her father,  
Argyro could not simply obey and execute blindly the instructions of her father to the  
detriment of the corporations and of the minority shareholders in blatant violation of her  
own fiduciary duty.  
[195] On November 24, 2016, in an attempt to resolve the impasse, Kounadis’ office  
issued notices calling for meetings of the board of directors for the Chenoy Corporations  
involved in the proposed transactions envisaged by Nicolas. Those meetings were to be  
held on December 19, 2016.66  
65 P-13.  
66 P-14.  
500-11-052150-170  
PAGE: 32  
[196] The Court understands that those board meetings never took place most likely as  
a result of the blistering and scathing, yet most revealing, letter dated November 30, 2016,  
sent by Jimmy’s counsel to Kounadis, the corporate counsel for the Chenoy  
Corporations67.  
[197] In this long letter, Jimmy’s counsel reminded Kounadis that Jimmy still expected  
all parties to abide by the terms of the Costas Agreement reached in December 2013 to  
settle Costas Oppression Lawsuit which involved, inter alia, the liquidation and dissolution  
of all Chenoy Corporations and the realization of their assets.  
[198] Jimmy’s counsel also reminded Kounadis that:  
- his client was against the Costas Buy-out using the sale proceeds of the Laval  
Property before having completed the liquidation and dissolution of the other  
assets of the Chenoy Corporations and ensuring these sale proceeds would serve  
to satisfy first and foremost all outstanding liabilities of 114753 and 114754  
including tax liabilities;  
- Jimmy nevertheless agreed to the Costas Buy-out following Nicolas’ agreement  
to:  
o have the family members sit down, discuss and agree on the disposal of  
the remaining assets of the Chenoy Corporations immediately after the  
Costas Buy-out;  
o repay to Jimmy $150,000 on account of the monies advanced by the latter  
to the benefit and account of some of the Chenoy Corporations;  
o arrange to pay the indebtedness due by him to Nesbitt Burns in order to  
secure Jimmys release from the guarantee he had given to Nesbitt Burns  
for Nicholass investment account; and  
o cede and transfer to Jimmy, 1/3 of all shares and loans acquired by him  
from Costas after having purchased Costasshareholding in the Chenoy  
Corporations in compliance with the Nicolas Acknowledgment.  
- Following the Costas Buy-out, Nicholas refused to hold the agreed upon family  
meeting;  
- It was obvious to Jimmy that once he had secured Jimmy’s consent to the Costas  
Buy-out, Nicolas set about to renege on his commitments and undertakings, and  
act as if he alone were entitled to direct all of the affairs of the Chenoy Corporations  
without taking into account Jimmy’s rights as a minority shareholder and director.  
[199] Jimmy’s counsel went on to highlight Nicolas’s defaults:  
67 P-15.  
500-11-052150-170  
PAGE: 33  
It is obvious that once he had secured our clients consent to the Costa buyout,  
Mr. Nicholas Sigounis set about to renege on his commitments and undertakings  
and act as if he alone were entitled to direct all of the affairs of the Chenoy  
Companies without taking into account our clients rights.  
To this day, Mr. Nicholas Sigounis has failed, refused and/or neglected:  
A) to cause 8.33 Class A common shares of N.K.D.S., 100 Class A shares  
of 136585 and 6.66 common shares of Mona Lisa Advertising Ltd. to be  
registered in the corporate records of these corporations in the name of our  
client or that of 9616870 Canada Inc.;  
B) to cause an amount of $54,661.66 to be recorded in the financial books  
and records of N.K.D.S. as being due and owing to our client or to 9616870  
Canada Inc.;  
C) to pay to our client an amount of $150,000.00 in payment and settlement  
of all of the funds loaned and advanced by our client to the benefit of  
several members of the Chenoys Group of Companies: and  
D) to repay to the brokerage firm of Nesbitt Burns the amounts due and  
owing by himself in order to secure the release of our client from the  
guaranty which he has given Nesbitt Burns for the account of Mr. Nicholas  
Sigounis.  
Furthermore, Nicholas Sigounis has let it be known that he does not intend to sell  
the DDO Property and intends to allow his daughter, Argyro Sigounis, to continue  
operating Chenoy Deli in the DDO Property, despite the dire financial situation of  
Chenoy Deli and, in turn, Chenoy 1976, as if she alone were the sole  
shareholder thereof, without rendering account to any ether of the direct or  
indirect shareholders of Chenoy Deli and Chenoy 1976.  
As if reneging on his commitments and undertakings did not suffice, Mr. Nicholas  
Sigounis has now embarked on a campaign, the sole objective of which is to  
strip certain of the companies of the Chenoys Group of Companies, in which  
our client has a direct or indirect interest, of their assets in order to transfer same  
to 2638-7369 Québec Inc., a company whose sole shareholder is his wife, Helen  
Sigounis, and to which our client, as you are aware, strenuously objects.68  
[Emphasis added]  
[200] Jimmy’s counsel then went on to discuss his client’s discovery that Nicolas had  
signed the NKDS/Marlatt Hypothec in July 2016 on behalf of NKDS of which Jimmy is a  
director, by using a false and fictitious resolution of the board of directors of NKDS69. Not  
only was the hypothecary loan obtained without Jimmys consent and knowledge as a  
68 P-15.  
69 P-24.  
500-11-052150-170  
PAGE: 34  
director, but the lawyer made the following comments with respect to the use of the  
borrowed funds:  
Furthermore, it would appear that the proceeds of these unauthorized loans were  
used to pay and satisfy debts owing by Chenoy Taschereau [Brossard], an entity  
in which our client has no interest whatsoever and to pay and discharge a  
hypothecary loan due and owing to lndividual lnvestment Corporation [I.I.C.] which  
had been contracted for the use and benefit of Chenoy Taschereau but which was  
secured by a hypothec charging the DDO Property which, as above stated, is being  
operated by Argyro Sigounis as if it was her own.70  
[201] Finally, Jimmy’s counsel reacted to the recent notices of convocation of board  
meetings71 as follows:  
Determined to continue to act as if he alone could decide upon everything and  
anything and although he was fully aware of our clients refusal to agree, consent  
or partake in an operation to strip certain of the Chenoys Group of Companies of  
their assets, on August 22nd, 2016, Nicholas Sigounis, acting as a major  
shareholder, purported to instruct your firm to:  
A) transfer 100% of the shares held by 114754 and Chenoy Deli in Network  
to his wifes company for a nominal amount and without regard to law;  
B) transfer all trademarks, logos, designs, and intellectual property related  
to Chenoy and belonging to N.K.D.S. to his wifes company for a nominal  
amount and without regard to law;  
On September 27th, 2016, our client reminded you that his father, Nicholas, had  
made commitments and promises to you as corporate counsel that if our client  
agreed to participate in the Costa buyout, he would pay off his Nesbitt Burns  
account and forward to our client an additional $150,000.00 to cover some of the  
outstanding loans which needed to be repaid.  
On the following day, September 28, your firm advised Argyro Sigounis and Michel  
Montmorency that you could not act upon the unilateral instructions received from  
Mr. Nicholas Sigounis and that if the decision to transfer assets was not  
unanimously approved, then the corporations were required under Corporate Law  
to call the appropriate meetings of shareholders and directors.  
Furthermore, your firm advised that since the authorities were already making  
enquiries regarding certain Chenoy entities, it was your opinion that it was perilous  
for N.K.D.S. to start distributing its assets at this time for nominal sums to a  
corporation benefiting the wife of the majority shareholder.  
Yet and notwithstanding our clients continued refusal to participate in the  
aforementioned asset striping (sic) operations, and in spite of being advised by  
70 P-15.  
71 P-14.  
500-11-052150-170  
PAGE: 35  
your firm that such an operation was perilous, our client was just served with  
notices of meetings scheduled for December 19th next and the purpose of which is  
to consider and vote upon the resolutions required in order to carry out and  
implement the aforementioned asset striping (sic) operations.  
ln so doing, Mr. Nicholas Sigounis continues to act as if he were the sole  
shareholder and director of the Chenoys Group of Companies in a manner  
which is oppressive and unfairly prejudicial to our clients interest and  
legitimate expectation as a shareholder and director of the aforementioned  
companies and with an utter disregard to the obligations of such Companies  
to their respective creditors (including the federal and provincial tax  
authorities).72  
[Emphasis added]  
[202] Jimmy’s counsel concluded his letter by demanding that the notices convening  
board meetings be rescinded failing which oppression remedy proceedings would be  
initiated seeking, inter alia, the liquidation and dissolution of the Chenoy Corporations.  
[203] By email dated December 9, 2016, Kounadis’ office advised that the meetings of  
December 19th next were postponed until further notice.73  
The Lease between Chenoy DDO and DDO RestaurantJune 1, 2016  
[204] Despite the fact that they had an agreement since 2013 that the DDO Property  
and the DDO Restaurant would be sold, unbeknownst to Jimmy a director of Chenoy  
DDO, Nicolas acting for the landlord (Chenoy DDO) allegedly executed on June 1, 2016,  
a “triple net” commercial lease with DDO Restaurant represented by Argyro74 (the  
Lease”). It was the first time that such a lease was executed between Chenoy DDO  
and DDO Restaurant.  
[205] On October 25, 2016, Argyro caused the registration of a first notice of publication  
of the Lease.75  
[206] Due to an error in the description of the parties to the June 1, 2016, Lease, another  
notice was registered against the DDO Property on August 25, 2017,76 after the institution  
of the present proceedings.  
[207] At all relevant times, as director of the landlord, Jimmy never agreed to nor was  
he ever consulted about entering into such a Lease and subsequently proceeding to its  
72 P-15.  
73 P-16.  
74 P-29.  
75 P-20 and P-29A.  
76 P-29B.  
500-11-052150-170  
PAGE: 36  
registration against the DDO Property, especially in the context where he had initiated  
oppression remedy proceedings that involved the sale of the DDO Property.  
[208] In any event, Jimmy testified that his sister did not pay the rent to Chenoy DDO  
pursuant to the terms and conditions of the Lease. The preponderant evidence proved  
that he was right in that regard with, inter alia, funds flowing back and forth between the  
bank accounts of Chenoy DDO and DDO Restaurant after the payment of portions of the  
rent from time to time in a seemingly haphazard manner.  
[209] At trial, Argyro attempted unconvincingly to persuade the Court that the Lease was  
entered into at the request of the Scotia Bank, without providing any evidence whatsoever  
to that effect.  
[210] The evidence rather suggests that this Lease was meant as a pre-emptive strike  
since efforts to sell the DDO Property were resuming.  
The “new” failed attempts to sell the DDO Property in 2016  
[211] On December 22, 2016, Groupe Park Avenue Inc. made an offer of $3.45M for the  
DDO Property net of commissions (the “Groupe Park Avenue Offer”).77  
[212] Nicolas refused to even respond to the Groupe Park Avenue Offer on the basis  
that he had previously accepted an offer from Argyro that was still open.  
[213] Jimmy was totally unaware of it and discovered it through the consultant  
Montmorency long after the fact.  
[214] The evidence revealed that Nicolas used his daughter’s offer as a false pretext to  
avoid responding to the Groupe Park Avenue Offer.  
[215] At the time, Jimmy had never seen or heard of another offer made by Argyro,  
bearing in mind that she had previously secretly submitted two offers to her father in 2014.  
[216] During her cross-examination, Argyro mentioned that she also made a $2.9M offer  
in March 2016 but could not produce the document as an exhibit.  
[217] According to Argyro, her father Nicolas did not want to sell the DDO Property but  
did not tell her why…  
[218] Apparently, her $2.9M offer of March 2016 was not accepted by her father who  
told her to stop making efforts to find money to buy the DDO Property that was supposed  
to be hers anyway.  
[219] Then, why did Argyro submit another offer in June 2016?  
77 P-17.  
500-11-052150-170  
PAGE: 37  
[220] Argyro testified that when there was a possibility of a lawsuit by Jimmy after the  
sale of the Laval Property and the Costas Buy-out, Nicolas told her to stop searching for  
financing. We’ll find another way.  
[221] They did!  
[222] In an email sent on December 27, 2016, by the consultant Montmorency who had  
been hired to assist in the restructuring which turned into somewhat of a liquidation  
process, Montmorency wrote to Jimmy:  
I was told that an offer [the Groupe Park Avenue Offer] would have come to your  
father; withouth (sic) having all the details, allow me to present you a 1st picture  
with the amount that I was told.  
Also, for your information, Nick has already accepted an offer from your sister that  
is subject to financing that she did not get as at yet and it expires end of January  
2017. So Nick has to take some precaution before to put his signature on another  
offer, because he can not accept 2 offers, unless to get the 1st one cancelled and  
thjen (sic) compensate the broker which should be minimum any how!. (sic)78  
[Emphasis added]  
[223] Based on the foregoing, the evidence shows that Nicolas was not truthful with  
Montmorency.  
[224] Be that as it may, Jimmy replied immediately to Montmorency:  
Yes we have an official offer for $3,450,000 Net of commissions with a deposit  
this was officially submitted to my father and sent to corporate council as this would  
require shareholders meeting and approval. As far as any other offers Im not  
aware they should have been submitted to corporate council and all  
shareholders.79  
[Emphasis added]  
[225] At that time in December 2016, Jimmy did not know that on June 23, 2016, Argyro  
had signed and submitted an offer to her father to once again try to acquire the DDO  
Property for an amount of $2.1M conditionally upon obtaining a $1.7M hypothecary  
financing (the “Argyro June 2016 Offer”).80  
[226] Jimmy discovered that his father Nicolas, a director of Chenoy DDO and 136585,  
had secretly accepted her offer on June 28, 2016, on behalf of 136585 and Chenoy DDO.  
78 P-18.  
79 Ibid.  
80 P-31.  
500-11-052150-170  
PAGE: 38  
[227] In short, Nicolas had accepted the Argyro June 2016 Offer in secret without ever  
showing the same to Jimmy nor obtaining his consent as director of 136585 and of  
Chenoy DDO.  
[228] The existence of the Argyro June 2016 Offer for $2.1M was only revealed by  
necessity in late December 2016 to seemingly block the Groupe Park Avenue Offer of  
$3.45M.  
[229] However, a perusal of the Argyro June 2016 Offer revealed that Montmorency  
was, in all likelihood, misled by Nicolas if the latter really told him that Argyro had until the  
end of January 2017 to complete her financing.  
[230] There were no such conditions in the Argyro June 2016 Offer that provided instead  
30 days from the acceptance of her offer to present proof of a $1,177,763 financing. In  
reality, such a financing was not really needed given the other specialprovisions of the  
Argyro June 2016 Offer.  
[231] The closing was to take place on or before August 15, 2016, not after the end of  
January 2017.  
[232] Be that as it may, given the subsequent turn of events, and the relief sought by  
Jimmy and DICS Eleni, it is relevant to note that with this document, Argyro and Nicolas  
were concocting a scheme to sell or transfer more than the DDO Property to Argyro.  
[233] To all intents and purposes, the scheme, if realized, would have caused the  
transfer to new corporations set up for the occasion by Nicolas and Argyro, of all of the  
shares and assets of Chenoy Food Network, Chenoy DDO and DDO Restaurant.  
[234] Section 12 of the Argyro June 2016 Offer read as follows:  
12 OTHER DECLARATIONS AND CONDITIONS:  
1. Is also a SELLER: Nicholas Sigounis (personally)  
Adress (sic): 1041 Marlatt Street, Montréal (Québec) H4R 1T1  
The seller must ensure that the name and trademark are available for use.  
The total price of $2,100.000 includes the property located at 3616 blvd St-John in  
DDO, the facilities of the restaurant, goodwill, phone numbers, fax number, access  
to the website, signs, all the known rights and known and unknown easements,  
100% of the share capital of company.  
4.2: Exemption to be asked by the buyer81.  
81 The “Exemptionrelated to the payment of the GST/QST on the sale price.  
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5.2: ADDITIONAL SUM [$912,237]: Represents the assumption of the  
companies debts by the BUYER82. The Purchaser having had a preliminary  
opportunity to perform the searches and other due diligence reasonable or  
customary in a transaction of a similar nature to that contemplated herein;  
All representations and warranties of the Target83 (sic) and the Vendors being true  
and all convenants (sic) of the Target and the Vendors having been performed in  
all material respect as of the Closing;  
That the formal offer shall contain the usual terms and conditions acceptable to  
Purchaser;  
The assumption of debt, the repayment of advances to shareholders and  
repayment of existing mortgages will be entirely at the buyers expense.84  
[Emphasis added]  
[235] Of greater interest, the Argyro June 2016 Offer also contained an Addendum on  
its Annex G85 providing a complete accounting of the proposed transaction involving a  
global amount of $2,100,000 and which contemplated:  
- a vertical merger of Chenoy DDO and DDO Restaurant to be performed prior to  
the transactions;  
- the purchase by Nicolas’ nomineefor $1,000 of the shares of Chenoy Food  
Network held by DDO Restaurant and the shares of 114754 to be performed prior  
to the transactions;  
- the purchase by a “first Newco86” (“Newco1”) of the DDO Property for  
$1,700,44787; according to the offer, Newco1 was to acquire from the vertically  
merged Chenoy DDO/DDO Restaurant, the DDO Property, the entire restaurant  
facility, the goodwill with the right to use the Chenoy’s name and trademarks; in  
other words, all the assets of Chenoy DDO and of DDO Restaurant and more;  
- the purchase by a “2nd Newco88” (“Newco2”) of Nicolas’ 60% shares in Chenoy  
DDO89 for $9,353;  
82 The Additional Sum stated therein was $912,237 without providing any other details. The Additional Sum  
was in addition to the $10,000 deposit and was the only amount payable to the notary in time for the  
closing but in reality, no such amount was payable at closing.  
83 The expression “Target” is not defined anywhere.  
84 P-31, page 8/12.  
85  
Ibid., pages 10-11. The Addendum is reproduced as an Annex to the present judgment for ease of  
reference.  
86 The future shareholder(s) of Newco1 was (ere) not identified.  
87 ($2.1M$9,353$390,200= $1,700,447).  
88 Idem.  
89 By then, Chenoy DDO would have been vertically merged with DDO Restaurant.  
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PAGE: 40  
- the purchase by Newco2 of the 40% shares held by 136585 in Chenoy DDO90 for  
$390,200;  
[236] In other words, the transaction contemplated in the Argyro June 2016 Offer went  
beyond a simple land sale transaction involving the DDO Property for $2.1M.  
[237] In reality, the global price of $2,100,000 was composed of:  
- $1,700,447 for the acquisition by Newco1 of the DDO Property from Chenoy DDO  
after the vertical merger;  
- $9,353 for the acquisition by Newco2 of Nicolas’ 60% direct shares in Chenoy DDO  
and $390,200 for the acquisition of 136585’s 40% shares in Chenoy DDO.  
[238] Indicating holding a 20%91 shareholding in 136585, Nicolas stood to receive an  
additional $78,040 from the $390,200 payment to be made by Newco2.  
[239] In short, Argyro (and Nicolas) was(were) planning to acquire via Newco2 all of the  
shares of Chenoy DDOafter its vertical merger with DDO Restaurantfor $399,553  
being her father’s 60% shares in Chenoy DDO for $9,353 and the 40% shares of 136585  
for $390,200.  
[240] This begs the following question.  
[241] Since those transactions were to take place after the vertical merger of DDO  
Chenoy and DDO Restaurant, who was actually going to receive the sale proceeds of  
$1,700,447 for the DDO Property?  
[242] It had to be the vertically integrated Chenoy DDO after its original  
shareholders 136585 and Nicolas would have sold their shares for $390,200 and $9,353  
respectively bearing in mind that Nicolas was expecting to sell his 60% interest for only  
$9,353…  
[243] In any event, the Addendum to the Argyro June 2016 Offer provides the answer:  
- $9,353 payable to Nicolas and $390,200 payable to 136585 with $78,040 reverting  
back to Nicolas for his 20% share.  
[244] With respect to the actual sale price of $1,700,447, the buyer Newco1 was  
expected to pay $922,237 at an undetermined later date by way of an assumption of  
[unidentified] debts by the buyer. There were no indications of the identity(ies) of the  
beneficiary(ies) of those assumed debts.  
90 Idem.  
91 As opposed to the 30% shareholding claimed by Argyro.  
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[245] As for the remainder of $778,210, Newco1 was to:  
- assume an existing mortgage loan estimated at the time at $558,000;  
- brokerage fees of $21,000;  
- other fees of $5,000;  
- debts to trade and government of $58,162; and  
- two loans of $104,948 and $31,100 due to a director, namely Nicolas.  
[246] Clearly, without knowing the actual beneficiary(ies) of the balance-of-sale price of  
$922,237, the sale price of the DDO Property of $1,700,447 was not destined to the  
existing shareholders of Chenoy DDO other than Nicolas indirectly.  
[247] Finally, the Addendum revealed that Nicolas expected to receive a global amount  
of $223,440 to effectively sell to his daughter, via Newco1 and Newco2, all of his interests  
as a shareholder of Chenoy DDO, DDO Restaurant and of 136585:  
Nick Sigounis will be getting:  
From the shares: 9 352$  
From advances: 104 948$  
From other advances: 31 000$  
From 136585 Canada Inc.: 20% of 390 200$ = 78 040$.  
Total from transaction: 223 440$92  
[248] Again, these figures do not account for the $922,237 of debts to be assumed by  
the buyer payable at an undetermined later date to unidentified creditor(s).  
[249] With such information on hand, the Court can understand why Nicolas and Argyro  
were preoccupied to keep the Argyro June 2016 Offer secret, especially to their co-  
director Jimmy. Even the consultant Montmorency was kept in the dark by Nicolas and  
Argyro.  
[250] The foregoing may also explain why Nicolaswith the assistance and complicity  
of Argyrowas so adamant to proceed quickly with the sale to my wife’s companyof  
the Chenoy Food Network’s shares for $1,000 and the transfer of all trademarks, logos,  
designs and names related to Chenoythat belonged to NKDS with their instructions of  
August 22, 2016,93 to their corporate attorney Kounadis, as it was more fully discussed  
above.  
[251] Obviously, acting in secret without the knowledge and consent of Jimmy as a  
minority shareholder and as co-director of the various corporations involved in the  
92 P-31, page 11.  
93  
P-11. Kindly refer to Chapter 3.11The attempted transfer of shares from NKDSAugust 2016,  
paragraphs 183 to 203 above.  
500-11-052150-170  
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contemplated transactions and merger, the Court can only see two directors, Nicolas and  
Argyro, who were concocting a scheme, being in flagrant conflict of interest and acting in  
clear breach of their fiduciary duty with a blatant unfair disregard of the interest of the  
Chenoy Corporations involved and their other shareholders.  
[252] Be that as it may, once the end of January 2017 fictitious deadline expired with  
respect to the Argyro June 2016 Offer, Groupe Park Avenue renewed, on February 9,  
2017, its offer to purchase the DDO Property in the same amount of $3.45M net of  
commissions and without any financing clause.  
[253] How could Nicolas and Argyro as co-directors of Chenoy DDO be acting in the  
best interest of that corporation and its shareholders and justify refusing such an offer  
involving a “real payment” of $3,450,000 for the DDO Property, which was significantly  
more than Argyro’s latest secret offer?  
[254] In reaction to the second Groupe Park Avenue Offer, Jimmy quite appropriately  
requested to schedule a meeting with the family to review and consider this offer to  
purchase.94 But his father refused to hold such a meeting to consider the latest offer or to  
make any counteroffer.  
[255] All in all, despite his contractual undertakings stemming from the Costas  
Agreement, on the one hand, since 2014, Nicolas secretly received and/or accepted up  
to three offers from his daughter that never led to any conclusion due to lack of financing  
and the terms and conditions of which were nowhere near as favourable as offers  
received from serious third parties.  
[256] On the other hand, Nicolas steadfastly refused all offers made by those third  
parties without even responding to them, let alone by making any reasonable counteroffer  
if he was not satisfied therewith.  
[257] In Jimmy’s view, Nicolas was reneging the Costas Agreement and was  
perpetuating the unacceptable status quo maintaining an unprofitable restaurant  
business on a land worth millions of dollars.  
[258] Confronted to such oppressive actions and obstruction from Nicolas and Argyro,  
Jimmy had no other alternative but to file his Oppression Remedy Application in February  
2017.  
[259] However, Nicolas’s and Argyro’s oppression continued afterwards.  
The oppression post filing of the Oppression Remedy Application  
[260] The Court has already mentioned the transfer/sale of December 8, 2019, of all  
Nicolass Shares to his daughter Argyro who was adamant to keep it secret from her  
94 P-19.  
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PAGE: 43  
mother, her brother and even from the Court insofar as the details of the transaction were  
concerned.  
[261] Once Argyro finally complied with the Order of this Court and as those details  
became known, they prompted the Cross-Application and the Intervention filed by DICS  
Eleni and Jimmy’s Paulian Action.  
[262] Save for two exceptions, it was decided that the issues raised by Jimmy in his  
Paulian Action and by DICS Eleni in her Cross-Application/Intervention that did not relate  
directly to the present oppression remedy proceedings, would be dealt with at a later date.  
[263] Therefore, the Court shall refrain from discussing and dealing with those issues  
more fully, bearing in mind that it was ordered that the evidence and testimonies adduced  
during the present trial shall form an integral part of the evidence to be adduced when the  
outstanding issues and demands are heard on their merits.  
[264] Of particular interest in the present proceedings, Nicolas tried to transfer to Argyro  
shares that he had specifically committed to transfer to Jimmy pursuant to the  
Acknowledgment that he signed on February 8, 201695, as part of his agreement to induce  
his son Jimmy to partake in the Costas Buy-out and sign the Costas Release with the rest  
of the Sigounis family members.  
[265] Argyro refused to recognize the validity and the opposability of the  
Acknowledgment insofar as a specific number of shares of 136585 and of NKDS acquired  
by her father from Costas via the Costas Buy-out belonged to Jimmy who was their  
beneficial owner. Argyro’s position was essentially twofold:  
- her unsubstantiated affirmation that her father would have changed his mind and  
no longer considered the Acknowledgment binding and enforceable; and  
- the absence of proper corporate resolutions and entries in the minute books of  
those corporations finalizing the transfer of Jimmy’s shares.  
[266] These two arguments were “utilisés à toutes les sauces” by Argyro whenever  
convenient.  
3.14.1 Nicolas allegedly felt that he was no longer contractually bound  
by the Costas Agreement and the Acknowledgment  
[267] Argyro testified that once the Costas Buy-out finally took place with Jimmy’s  
consent and assistancebased on representations and assurances of Nicolas that  
proved falseher father no longer felt bound by the December 2013 Costas Agreement  
95 P-26.  
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PAGE: 44  
and by the February 2016 Acknowledgment adding that she personally never agreed with  
the terms and conditions of those two agreements executed by her father.  
[268] In other words, Argyro suggested to the Court that once the Costas Buy-out was  
completed and that Costas’ legal threats were no longer material, her father’s signature  
on contractual documents became worthless especially when it involved somehow the  
undertakings and commitments taken in favour of her brother Jimmy.  
[269] Argyro’s position purported to lead the Court to believe that her father signed, inter  
alia, the Costas Agreement and the Acknowledgment because he had no other choice to  
do so. On the one hand, he wanted to induce Costas to settle his oppression remedy  
proceedings. On the other hand, he wanted to induce Jimmypersonally and as director  
of most of the Chenoy Corporationsto give his consent to and partake in the  
transactions related to the Costas Buy-out as Jimmy’s involvement and signature were  
essential to complete said transactions with Costas.  
[270] Once his goals were achieved and his brother Costas was no longer in the picture  
thanks to Jimmy’s cooperation, Argyro claimed that her father felt at liberty to decide, to  
ignore and to disregard his written contractual obligations and undertakings towards his  
son which gave rise, in great part, to the major dissension that led to the present  
proceedings.  
[271] With all due respect, based on Argyro’s testimony, it would seem that her father’s  
written and signed undertakings were not trustworthy as he was able to change his mind  
at liberty once the reasons that compelled him to sign such documents disappeared.  
3.14.2 The absence of proper corporate resolutions  
[272] On a different note, the absence of corporate resolutions being duly adopted has  
been invoked by all.  
[273] For example, DICS Eleni and Jimmy argued that proper corporate resolutions were  
not duly adopted authorizing the transfers of Nicolas Shares to Argyro bearing in mind  
that Jimmy as co-director was never even informed of those transfers nor was he ever  
asked to approve them as director given the shroud of secrecy set up by Nicolas and  
Argyro.  
[274] Another example involving Argyro is the absence of proper corporate resolutions  
and entries in the minute books of the concerned corporations evidencing the transfer of  
Jimmy’s shares covered by the Acknowledgment.  
[275] In fact, the minute books of the Chenoy Corporations are in poor state and have  
revealed to be quite unreliable as they were not properly maintained, this being said  
without imputing any fault on the corporate counsels, but rather on Nicolas’s lack of  
concerns for what appeared to be unimportant details in his eyes.  
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PAGE: 45  
[276] With all due respect, such an argument (the lack of proper resolutions and entries  
in the minute books) cannot only sit well with Argyro when it suits her purposes and be  
discarded when it does not.  
[277] But with respect to Jimmy’s shares at the core of the Acknowledgment, the  
evidence revealed more relevant facts confirming the validity of Nicolas’s undertakings.  
3.14.3 The Acknowledgment of February 8, 2016, and the agreement of  
Nicolas to transfer certain of Costasshares to Jimmy  
[278] Pursuant to the Acknowledgment, certain shares acquired by Nicolas from Costas,  
thanks in part to Jimmy’s consent to participate to the Costas Buy-out, were acquired by  
Nicolas for the benefit of Jimmy.  
[279] The Acknowledgment purported to essentially bring Jimmy’s shareholding in  
136585 from 30% to 40% and in NKDS from 25% to 331/3%, reducing Nicolas’s  
proportions by as much from 30% to 20% in 136585 and from 75% to 662/3% in NKDS.  
[280] As previously mentioned, Argyro is contesting the validity of the percentages  
claimed by Jimmy on the basis that the minute books of 136585 and NKDS did not reflect  
the same without forgetting that Nicolas allegedly changed his mind subsequently about  
it.  
[281] But did he really change his mind?  
[282] The Court does not believe so.  
[283] The Argyro June 2016 Offer96 provides an indication as to how Nicolas treated his  
undertakings made in favour of his son Jimmy in the Acknowledgment.  
[284] First of all, there is no doubt in the mind of the Court that Nicolas had a hand in the  
preparation of the Argyro June 2016 Offer.  
[285] At clause 9 of the Addendum containing a summary of the amounts that would be  
paid to Nicolas personally included a mention that he stood to receive $78,040  
representing 20% of the $390,200 that would be paid by Newco2 to acquire the shares  
of 136585.  
[286] In June 2016, Nicolas did not use a share of 30% as subsequently argued by  
Argyro. Four months after executing the Acknowledgment, Nicolas was already  
recognizing and acting as if his shareholding in 136585 was at the 20% level. Yet, no  
corporate resolution had been formally adopted and entered into the minute books of  
136585.  
96 P-31.  
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[287] Be that as it may, Kounadis, the corporate attorney, confirmed during his testimony  
that he was aware of the Acknowledgment, which was specifically mentioned, inter alia,  
in the corporate summaries prepared by his office that contained the following mentions:  
- In the corporate summary of 13658597:  
Nick holds one third (1/3) of the 300 shares for Jimmy Sigounis, in accordance with  
the Acknowledgment Agreement dated Feb. 8, 2016.  
- In the corporate summary of NKDS98:  
Nick holds one third (1/3) of the 25 shares purchased from Costa Sigounis for  
Jimmy Sigounis, in accordance with the Acknowledgment Agreement dated Feb.  
8, 2016.  
[288] Given the broad powers conferred upon the Court pursuant to Section 241 (3) of  
the Canada Business Corporations Act99, in the presence of oppressive conduct, the  
Court finds, for the purposes hereof, that Jimmy holds 40% of the shares of 136585 and  
331/3% of the shares of NKDS, thus leaving Nicolas’s shares at 20% and 662/3%  
respectively. The Court shall also order 136585 and NKDS to make the necessary  
inscriptions and/or corrections, if need be, in their registers and other records to reflect  
the Court’s findings.  
3.14.4 The urgent repairs to the DDO Restaurant requiring hypothecary  
financing in October 2019  
[289] With all due respect, certain events occurred after the institution of the Oppression  
Remedy Application that left the Court to question Argyro’s understanding of her fiduciary  
duty as director of NKDS, Chenoy DDO and DDO Restaurant particularly, and of the  
necessity for her to respect, follow and abide by the Orders issued by this Court.  
[290] On September 26, 2019, the counsel for Nicolas and Argyro filed a Motion to  
partially lift the Safeguard Order of May 18, 2018, that prevented, inter alia, borrowing  
against and charging the DDO Property.  
[291] Argyro claimed that the roof of the DDO Property, the air conditioning units as well  
as the celling, lighting system and the hot water tank must be immediately repaired or  
replaced.100 She provided various estimates totalling $223,207.92 to perform the repairs  
on an urgent basis.101  
97 P-27B-3.  
98 P-27B-7.  
99 136585 and NKDS were both constituted under the CBCA.  
100 Paragraph 2 of the Motion to lift the Safeguard Order in part of September 26, 2019.  
101 Paragraphs 11-16 of the Motion to lift the Safeguard Order in part of September 26, 2019.  
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PAGE: 47  
[292] In order to proceed with those immediate repairs, Defendants were seeking the  
authorization of the Court to allow a $530,000 hypothecary financing to charge the DDO  
Property although the proposed loan agreement produced as an exhibit provided for a  
$600,000 loan not $530,000102.  
[293] The proceeds of the $530,000 loan were destined to reimburse two existing  
hypothecary loans totalling $305,577.62 with the balance of some $224,000 being used  
for the urgent repairs more fully described in the Motion to lift the Safeguard Order in part  
of September 26, 2019.  
[294] By judgment rendered on October 28, 2019103, based on the evidence adduced  
and the representations of Argyro, the Court authorized the partial lift of the Safeguard  
Order with strict instructions on how to use the borrowed funds that were increased to  
$600,000 at Argyro’s request:  
[32] PARTIALLY LIFTS the existing Safeguard Order of May 18, 2018, and  
ALLOWS and AUTHORIZES Chenoy Delicatessen & Steak House (1976) Ltd. to  
grant an immovable hypothec against the Chenoy Property situated at 3616 St-  
Jean Boulevard, in the Municipality of Dollard-des-Ormeaux to secure in favour of  
the lender a loan of up to $600,000 in capital with the strict understanding that the  
proceeds of the proposed loan shall be used primarily to reimburse the two existing  
hypothecary loans affecting the Chenoy Property in favour of the Scotia Bank and  
ICC and secondarily, to carry out the repairs to the Chenoy Property situated  
at 3616 St-Jean Boulevard, in the Municipality of Dollard-des-Ormeaux that  
were more fully described in Defendants’ “Motion to lift the Safeguard Order  
in part” of September 26, 2019;  
[Emphasis added]  
[295] In order to conclude as it did, the Court made the following comments:  
[14] The evidence (including photographs) submitted at the hearing satisfy the  
Court that the Chenoy Property housing a 24-hour restaurant operation is in dire  
need of a new roof that can no longer be reasonably be patched again and  
again104. This replacement must be carried out before winter [2019] to stop the  
various roof leaks that have plagued the restaurant operations during the last  
winter and spring seasons.  
[15] The air conditioning units105 that are located on the roof no longer function  
reliably and must also be replaced together with a hot water tank106. Finally, the  
numerous water infiltrations have severely damaged the tiles found in the inside  
102 P-1 of the Motion to lift the Safeguard Order in part of September 26, 2019.  
103 2019 QCCS 4487.  
104 Exhibit P-2.  
105 Providing heat and cool air (Exhibit P-3).  
106 Exhibit P-6.  
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PAGE: 48  
suspended ceiling throughout the building. The tiles must be entirely replaced107  
together with the integrated lighting system108.  
[…]  
[18] Be that as it may, Argyro testified that she nevertheless obtained from a private  
lender a bridge loan offer in the amount of $600,000 at a rate of 10% per annum  
payable by way of monthly interest payments of $5,000, the $600,000 capital  
becoming due 18 months after the disbursement109. Argyro added that the bridge  
loan will ensure that the urgent repairs to the Chenoy Property will be carried  
out in time for the winter season and allow for the completion of the long-awaited  
financial statements to be remitted to the chartered banks that will be approached  
once again for a more formal hypothecary loan.  
[19] In addition to enabling Chenoy and Chenoy 1976 to deal with the urgent  
repairs and obtain additional time to seek a conventional hypothecary loan (as  
opposed to a bridge loan), the proposed bridge loan will cause to lower the monthly  
carrying costs that are presently paid to the Scotia Bank and to ICC.  
[Emphasis added]  
[296] At the time, Jimmy contested Defendants’ Motion being convinced that Argyro’s  
estimates were not realistic and were significantly inflated. The Court addressed Jimmy’s  
position as follows in the judgment:  
[27] Finally, the Court does not believe that Plaintiff, who is a 12.5% indirect  
shareholder, will suffer a prejudice with this refinancing and the proposed  
renovations to the Chenoy Property.  
[28] The Court understands that Jimmy who still advocates the pure and simple  
liquidation of inter alia, Chenoy and of Chenoy 1976, is against such a refinancing  
as he is of the view that the land would be worth more than $4M without the current  
building erected on it, adding that in his view, the Chenoy’s restaurant operations  
managed by his sister Argyro are not profitable and should close permanently, a  
fact that seems inaccurate based on the financial information provided to the Court.  
[297] With all due respect, in retrospect and based on the evidence adduced at the trial  
on the merits, the Court seriously doubts now that the financial projections provided were  
reliable and reasonable at the time regardless of the adverse impact of the Covid-19  
pandemic.  
[298] On December 13, 2019, relying on Argyro’s representations, the Court granted  
Argyro’s request to be authorized to sign alone and without Jimmy’s involvement, the  
deed of loan and deed of hypothec on behalf of Chenoy DDO with an order that a copy  
107 Exhibit P-4.  
108 Exhibit P-5.  
109 Exhibit P-1.  
500-11-052150-170  
PAGE: 49  
of the executed deed of Loan and of the deed of immoveable hypothec be communicated  
to Jimmys lawyer within a reasonable delay after they became available to her.  
[299] The Court also pronounced the following:  
PRAISES ACT of the undertaking of Defendant Ms. Argyro Sigounis to provide to  
the attorney for Plaintiff Mr. Jimmy Sigounis within a reasonable delay after they  
are available to her, a copy of any contract executed, as the case may be, ail the  
main invoices issued in connection with the repairs to be carried out on the Chenoy  
Property pursuant to the undersigneds October 28, 2019, Order and the evidence  
of payment of said main invoices.  
[Emphasis added]  
[300] In retrospect, Argyro did not honour her undertakings for the simple reason that  
most of the alleged urgent repairswere not carried out as previously represented to the  
Court. The pandemic cannot explain by itself this surprising turn of events given the  
gravityof the situation in October 2019 and the fact that borrowed funds earmarked  
specifically for those “urgent repairs” would be available several months before the onset  
of the pandemic.  
[301] On February 1, 2021, Argyro was still in default to honour her undertakings noted  
by the Court in its judgment of December 13, 2019. The situation prompted the  
presentation by Jimmy of a Demand for case management seeking, inter alia, an order  
against Argyro for the disclosure and production of  
- the contracts entered into with the contractors with respect to the “urgent repairs”  
authorized in October 2019 and the relevant invoices; and  
- the documents evidencing the transfer of Nicolas’ Shares to Argyro.  
[302] Jimmy also sought an accounting of the $600,000 funds borrowed against the  
DDO Property and the production of various financial statements of the Chenoy  
Corporations that were still missing.  
[303] On March 12, 2021, the Court rendered various Orders in connection with the  
foregoing Demand.  
[304] Unfortunately, on September 3, 2021, the Court had to reiterate the Order made  
on March 12, 2021, which had previously granted to Argyro a delay ending on April 12,  
2021, by extending that delay to September 13, 2021:  
Le Tribunal RÉITÈRE son ordonnance prononcée le 12 mars 2021 :  
«Le Tribunal ORDONNE que la défenderesse Argyros Sigounis fournisse par  
l’entremise de son avocat Me Rosenzveig d’ici au 12 avril 2021, une reddition de  
compte détaillée établissant l’usage qui a été fait du produit de deux chèques émis  
500-11-052150-170  
PAGE: 50  
par la notaire Me Annie Morrisseau à savoir un chèque au montant de 50ꢀ624,27 $  
daté du 24 mars 2020 payable à l’ordre Charcuterie & Grilladerie Chenoy (1976)  
Ltée (pièce A-3) et un chèque au montant de 46ꢀ164,72 $ apparemment émis à  
l’ordre de Charcuterie & Grilladerie Chenoy (1976) Ltée (Avance aux  
administrateurs) (pièce A-1). Quant au deuxième chèque la défenderesse devra  
également produire une copie de celui-ci. Dans les deux cas, la reddition de  
compte de la défenderesse inclura la production des relevés de comptes bancaires  
attestant ou constatant l’usage qui a été fait du produit des deux chèques en  
question.  
Le Tribunal ORDONNE également que la défenderesse Argyros Sigounis  
fournisse d’ici au 12 avril 2021 par l’entremise de son avocat Me Rosenzveig la  
preuve documentaire qui devra être satisfaisante aux yeux du Tribunal confirmant  
que le solde du prêt hypothécaire de 151ꢀ791,24 $ (pièce A-1) se trouvant toujours  
dans le compte en fidéicommis de la notaire Morrisseau est suffisant pour  
permettre au printemps 2021 la réfection complète du toit de l’édifice situé au 3616  
boul. Saint-Jean à Dollard-des-Ormeaux et d’y installer deux nouvelles unités d’air  
climatisé comme il avait été prévu à l’automne 2019. […]ꢀ»  
Le Tribunal ACCORDE un nouveau délai jusqu’au 13 septembre 2021 à Me  
Di Battista pour se conformer à cet ordre du Tribunal.  
[Emphasis added]  
[305] On the first day of the trial in October 2021, Jimmy’s lawyer reiterated that Argyro  
had still not produced the cheques and invoices ordered on March 12, 2021, evidencing  
the use of the funds borrowed with the $600,000 hypothecary loan authorized by the  
Court in 2019.  
[306] Argyro’s apparent reluctance may have been justified with the proof that was about  
to be made in that respect.  
[307] An “État des déboursementsas at August 30, 2021,110 was produced. It related  
to the Chenoy DDO $600,000 loan and was prepared by Notary Annie Morrisseau.  
Surprisingly, it revealed an unused loan balance that had shrunk to $75,357.56 from the  
amount of $151,791.24 appearing in Exhibit A-1111 filed in March 2021 in support of  
Argyro’s sworn declaration in response to Jimmy’s Demand at the time.  
[308] In other words, between the Court Orders rendered from March 12, 2021, onwards  
until the trial was held in October 2021, the unused balance of the $600,000 loan went  
from $151,791.24 to $75,357.56112 with a differential of $76,433.44.  
110 CP-25A.  
111 P-21.  
112 CP-25A.  
500-11-052150-170  
PAGE: 51  
[309] According to the “État des déboursements113, bearing in mind that the urgent  
repairs” had to be performed before the winter of 2019 for an estimated global amount of  
$223,207.92, by the end of August of 2021, almost two years later, Chenoy DDO had  
only spent a total of $109,270.54 on account of those urgent repairswith the roof only  
being done in July 2021 (two winters later) at the cost of $54,038.25114 instead of the  
estimate of $90,446,23115 provided to the Court in October 2019.  
[310] The Court also bears in mind that the estimates produced by Argyro at the time  
that were contested by Jimmy as exaggerated, also purported to justify a loan increased  
to $600,000.  
[311] Be that as it may, although the $600,000 loan proceeds were also used to pay the  
previous hypothecary loans as directed by the Court in its judgment of October 28, 2019,  
the evidence revealed that contrary to the Court’s Orders that provided strict instructions  
on the use of the $600,000 loan proceeds, a cheque dated January 30, 2020, in the  
amount of $46,164.72 payable to the order of Chenoy DDO116 (as it should have been as  
the borrower) was issued by the notary but according to Argyro, she erroneously  
deposited the cheque in the bank account of DDO Restaurant instead of the bank account  
of its true beneficiary, Chenoy DDO.  
[312] In the État des déboursements117, the notary indicated that the proceeds of the  
$46,164.72 cheque represented an “Avance aux administrateurs”.  
[313] Argyro could not remember who actually asked the notary to issue that cheque  
and whether it was issued because the lender would have given his permission, thus  
ignoring completely the strict Orders of the Court.  
[314] In any event, Argyro explained that the $46,164.72 were to refund advances made  
in the past by DDO Restaurant to NKDS (the Country House).  
[315] Then, why would Chenoy DDO use its own borrowed money destined for urgent  
repairs to be carried on its building, and in contravention to the Court Order of October  
28, 2019118, to “refund” debts due by NKDS to DDO Restaurant?  
113 Ibid.  
114 Ibid.  
115 P-2 of the Motion to lift the Safeguard Order in part of September 26, 2019.  
116 P-21B.  
117 CP-25A.  
118 ALLOWS and AUTHORIZES Chenoy Delicatessen & Steak House (1976) Ltd. to grant an immovable  
hypothec against the Chenoy Property situated at 3616 St-Jean Boulevard, in the Municipality of Dollard-  
des-Ormeaux to secure in favour of the lender a loan of up to $600,000 in capital with the strict  
understanding that the proceeds of the proposed loan shall be used primarily to reimburse the two existing  
hypothecary loans affecting the Chenoy Property in favour of the Scotia Bank and ICC and secondarily, to  
carry out the repairs to the Chenoy Property situated at 3616 St-Jean Boulevard, in the Municipality of  
Dollard-des-Ormeaux that were more fully described in Defendants’ “Motion to lift the Safeguard Order in  
part” of September 26, 2019 [in reference to the estimates Exhibits P-2 to P-6]; [Emphasis added]