IN THE SUPREME COURT OF BRITISH COLUMBIA  
Citation:  
Nouhi v. Pourtaghi,  
2022 BCSC 807  
Date: 20220516  
Docket: S184410  
Registry: Vancouver  
Between:  
And  
Massimo Aki Nouhi  
Plaintiff  
Nahid Pourtaghi, Naki Enterprises Inc.  
Massimo Aki Nouhi  
Defendants  
And  
Defendant by Way of Counterclaim  
Before: The Honourable Mr. Justice Harvey  
Reasons for Judgment  
Counsel for Plaintiff/Defendant by  
Counterclaim:  
C. Ramsay  
A. Colpitts  
Counsel for Defendants:  
D. Lysak  
V. Mensink  
Place and Dates of Trial:  
Vancouver, B.C.  
October 4-8, 12-15,  
18-22, 25-28 and  
November 2-3, 2021  
Place and Date of Judgment:  
Vancouver, B.C.  
May 16, 2022  
Nouhi v. Pourtaghi  
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Introduction  
[1]  
Massimo Nouhi, (the “plaintiff”) is a Swiss/Italian businessman of Persian  
origin who, for many years, has operated an international business or businesses  
primarily involving real estate investment and development. He is a long-term  
resident of Milan, Italy, although his corporate holdings conduct businesses  
worldwide. His corporate headquarters are in Switzerland. It is safe to say he is an  
extremely successful and wealthy businessman.  
[2]  
The defendant and plaintiff by counterclaim, Nahid Pourtaghi, (the  
defendant”) is the plaintiff's maternal niece. She emigrated from Iran to Canada in or  
about 2000 with her then husband and two children. She trained as a dentist and  
both practiced and taught dentistry in Tehran prior to her emigration.  
[3]  
Naki Enterprises Inc (“Naki”) is a British Columbia company now owned by  
the defendant. It is a holding whose primary asset is residential property on Paladin  
Terrace in Port Coquitlam (“Paladin”). Throughout the course of the dealings  
between the parties, the defendant and her two children resided in it at various  
times. Prior to 2012, Naki was an investment vehicle owned by both the plaintiff and  
defendant that owned multiple residential rental properties. The defendant oversaw  
the management of them prior to sale.  
[4]  
AKNO is the brand name under which the plaintiff’s North American  
commercial ventures operated in Ontario, Michigan and Missouri. Individual AKNO  
companies owned real estate in each of those three areas. AKNO’s shares are all  
owned indirectly through a holding company solely owned by the plaintiff. For ease  
of reference, I will refer to AKNO Enterprises Ltd., the Canadian arm of the business,  
as AKNO Canada, and the various Michigan companies, AKNO Enterprises  
Michigan Limited LLC, AKNO Enterprises Michigan Book Tower LLC and AKNO  
Enterprises Michigan Muskegon LLC, collectively as AKNO Michigan. Individual  
reference to those three entities makes no difference to the result.  
[5]  
The defendant currently resides at Paladin. For a time, the plaintiff owned an  
expensive residence in West Vancouver at 1622 Langston Place (“Langston”). It was  
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purchased in 2006 and sold in 2017. The defendant and her children resided there  
for a number of years; the defendant says to manage and maintain the property; the  
plaintiff says she more or less moved in uninvited and lived rent-free. The plaintiff  
resided at Langston when he visited Vancouver.  
[6]  
The plaintiff’s claims against both defendants were discontinued at the  
commencement of the trial upon application by the plaintiff. That application was  
unopposed provided leave was granted to the defendant to address the matter of  
costs at the conclusion of the trial by which I mean delivery of these reasons for  
judgment. The defendant argued the costs should be special costs given the  
allegations of fraud and dishonest behaviour levied by the plaintiff against the  
defendant personally and the wrongful placement of certificates of pending litigation  
(“CPLs”) against properties owed by both defendants.  
[7]  
The plaintiff’s claim against the two defendants, in abbreviated form, alleged  
Dr. Pourtaghi and Naki were in breach of various commercial arrangements entered  
into between the plaintiff and the defendant relating to the acquisition of real property  
within Canada. As well, the notice of civil claim (“NOCC”) alleged the defendant  
misappropriated the plaintiff’s funds and wrongly used them for her own purposes.  
[8]  
Only the defendants’ counterclaim proceeded. In it, the personal defendant  
alleges an agreement was reached between her and the plaintiff which her counsel  
characterized as follows:  
[A]n agreement […] as to how Dr. Pourtaghi would be compensated for her  
efforts identifying suitable properties to acquire and overseeing their  
operation and eventual sale. Mr. Nouhi promised that if the properties that  
they would acquire were sold at a profit, after he received back 10% on the  
funds he invested any remaining after-tax profits would be split 50-50.  
[9]  
In the alternative, absent a contract, the personal defendant alleges her  
efforts resulted in the plaintiff being unjustly enriched and she seeks compensation  
based on quantum meruit.  
[10] The plaintiff denies any such agreement and says any enrichment enjoyed  
was to the benefit of one or more of the AKNO companies and that the defendant  
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was compensated for all of work via the terms of her employment with AKNO  
Canada.  
[11] The central focus of the counterclaim is a trio of properties located in Detroit,  
Michigan, a property in Muskegon, Michigan and another in St. Louis, Missouri. The  
first two Detroit properties, adjacent lots on Washington Avenue (collectively the  
“Book Tower”), were purchased in 2008; the third, an adjacent lot serving as a  
community centre, was purchased in 2011. All three were sold in 2015 at a  
substantial profit. The Muskegon property was sold at a loss.  
[12] The Detroit properties were owned by AKNO Enterprises Michigan Book  
Tower LLC, a wholly owned subsidiary of AKNO Enterprises Michigan Limited, LLC.  
The essence of the defendant’s claim is that the profit-sharing agreement entitles  
her to one half the profit after the plaintiff recovered his original capital investment,  
plus a10% return on his investment, deduction of the operational costs incurred to  
maintain the properties and taxes paid upon sale. The amount claimed exceeds  
$6,000,000 USD.  
[13] Subsequent to the sale of the Michigan holdings, AKNO Michigan acquired a  
further property at 1010 Market Street, St. Louis, Missouri (“Market Street”). That  
property was assigned to another AKNO company, AKNO 1010 Market Street St  
Louis Missouri LLC (“AKNO 1010 Market Street”).  
[14] The defendant claims she located the latter investment opportunity for AKNO  
and managed the property from its acquisition in 2016 until she left the employ of the  
AKNO group in late October or November of 2017. The property remains unsold.  
[15] Finally, as part of his original claim, the plaintiff placed CPLs upon four pieces  
of real property owned by Naki or the defendant. Since 2012, following a gratuitous  
transfer of 83% of the shares to her by the plaintiff, the defendant has owned all the  
shares in Naki.  
[16] Both defendants claim damages for slander of title. In the original NOCC, the  
plaintiff alleged the defendant held Naki’s share in trust for him and placed CPLs  
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against Naki’s property: Paladin, and on two properties in the name of the personal  
defendant; Mainland and 1908-660 Nootka Way, Port Moody. Another property, a  
condominium on Mainland has been sold.  
[17] Ultimately, the CPLs were ordered removed upon application by the  
defendants. The defendants claim damages for slander of title and/or abuse of  
process alleging the placement of the CPLs was tactical to restrict the defendants’  
access to legal representation.  
Background  
[18] Dr. Pourtaghi is 58 years old. She trained and qualified in Iran as a  
periodontist but currently works as a sessional dentistry instructor at the University of  
British Columbia. She has a sister, Nadia, who also became closely involved with  
the plaintiff both personally and in business dealings. Nadia resided in Europe for  
many years but has, since the commencement of this litigation, returned to  
Vancouver.  
[19] The defendant is a businessman living in Italy, although apparently a Swiss  
citizen. Indirectly, through a holding company; SSP, he is the sole owner of the  
shares in the AKNO group of companies that owned the properties underlying the  
counterclaim. The plaintiff owns all issued shares in SSP.  
[20] Dr. Pourtaghi immigrated to Canada in 2000 with her husband and two  
children. Shortly after the family's arrival, her husband returned to Iran and she was  
left in difficult financial circumstances. She was unable to practice dentistry because  
her credentials were not recognized in B.C. As a result, she took a number of other  
low paying jobs unrelated to her professional training.  
[21] It seems common ground that after Dr. Pourtaghi's husband left to return to  
Iran, she became closer to her uncle, the plaintiff and, from that closer relationship, a  
business relationship emerged.  
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[22] The defendant attributes the strengthening of the relationship to her uncle’s  
divorce and his subsequent estrangement from his children. Nadia Pourtaghi  
(“Nadia”), the defendant’s sister, similarly also became closely associated with her  
uncle at or near the same time.  
[23] The plaintiff denies the estrangement from his children but not that he  
became closely connected to both his nieces. The defendant and him became  
increasingly intertwined both personally and in through business endeavours after  
her husband left Canada. Nadia, similarly, became close to her uncle and worked for  
him both in Vancouver and Europe. Nadia testified she became one of her uncles  
personal assistants and lived and worked for him in Italy while her sister, Nahid,  
worked for him in North America. The plaintiff denied Nadia was ever his assistant or  
that she lived with him in Milan.  
[24] The business relationship between the plaintiff and defendant evolved  
following a visit by her to her uncle’s Milan residence in 2001. According to the  
defendant, the plaintiff encouraged her to put aside her other pursuits and assist him  
with business ventures in Canada. Previously, the plaintiff operated a fashion  
business selling designer clothing in Europe and he maintained a large inventory of  
unsold clothing that he wanted to offer for sale through a retail store in Vancouver.  
[25] He enlisted the defendant and Nadia to establish a retail operation, Stile  
Moda, which attempted, over the next two or three years, to profitably operate a  
high-end fashion retail outlet in Vancouver.  
[26] The business floundered, in part, because of the outdated inventory that was  
supplied from Italy. Regardless of the reasons, the store closed in or about 2004  
resulting in the next business interaction between the plaintiff and defendant; the  
formation of Naki. Upon the closing of Stile Moda, Nadia left Vancouver and went to  
Italy where she, according to her testimony, continued to have business dealings  
with her uncle, the plaintiff.  
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[27] Once Stile Moda closed its doors, the defendant stored the excess inventory  
either at her parentsplace or her own modest rental accommodation. According to  
the defendant, her uncle saw the state in which she was living on a trip to Vancouver  
and volunteered to assist her financially by purchasing a home for her and her two  
children.  
[28] The original concept of buying her a home changed to an idea embark upon  
the acquisition of other residential properties that the defendant would locate for  
purchase and then oversee their management once acquired.  
The Evolution of Naki Enterprises Inc.  
[29] On instructions from the plaintiff, the defendant engaged a Vancouver law  
firm to incorporate Naki in 2004. The first acquisition, a residential property on  
Paladin, was purchased in Naki’s name. The plaintiff made the initial down payment  
on Paladin and the defendant and her family commenced residing in it. A suite on  
the property paid for or subsidized the mortgage.  
[30] Naki was to be owned 83% by the plaintiff and 17% by the defendant. The  
plaintiff was to supply all of the capital; the defendant to invest sweat equity. Upon  
the death of her father, the defendant used $23,000 of her separate funds to make a  
down payment on a suite at 977 Mainland Street, Vancouver (“Mainland”) for her  
own investment purposes. Title of Mainland was put into Naki’s name.  
[31] Naki acquired other residential homes for rental in the year(s) following. The  
defendant managed the properties; five others in total, until their eventual sale. In  
2012 all but the two properties in Naki’s name, Paladin and Mainland, were sold.  
The equity in Naki’s other properties was distributed to the plaintiff or his nominee.  
Thereafter the plaintiff transferred his shares to the defendant. The timing accorded  
with the defendant’s divorce from her husband putting her assets, she surmised,  
beyond her former husband’s reach.  
[32] The defendant lived with her family in the Paladin home after its acquisition  
until approximately 2009 when she moved into the West Vancouver home the  
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plaintiff purchased through a numbered company for his use when in Vancouver.  
Naki paid the defendant a salary from 2005 through 2008.  
[33] Although nothing was ever reduced to writing, both parties agree that Naki  
shares were to be distributed 83% to the plaintiff and 17% to the defendant despite  
her lack of a capital contribution. Dr. Pourtaghi says that notwithstanding the uneven  
ownership of shares, the plaintiff promised her two properties, Paladin and Mainland,  
would be hers regardless of share ownership. Despite the original pleadings in the  
NOCC and the assertion that the defendant was to acquire her beneficial interest in  
her shares only upon her payment of her proportionate share of capital, the plaintiff  
did not dispute the defendant’s testimony that she was to retain the Paladin  
residence and Mainland condo regardless of Naki’s ownership.  
[34] In late 2004 or early 2005, the defendant introduced the plaintiff to a senior  
Italian speaking lawyer at the same firm that incorporated Naki. The lawyer,  
Mr. Boscariol, then incorporated a number of B.C. companies, AKNO 1; 2; 3; 4; and  
5 to further the plaintiff’s business aspirations of further real estate investment and/or  
development in B.C.  
[35] Apart from the residential properties acquired within Naki, the parties, in  
concert, continued the business venture of acquiring properties within the Lower  
Mainland area. AKNO 1 Enterprises acquired a development property in Pitt  
Meadows in 2006. Dr. Pourtaghi testified that she discovered the property,  
recognized its potential for development, and took an active role towards its planned  
development without compensation. Eventually, the property was sold before  
development. The defendant says there was a profit on the sale but that she was  
paid nothing for her efforts beyond the salary she received from Naki.  
[36] By 2012, Naki’s “other residential propertieswere sold leaving only Paladin  
and Mainland under its ownership. The defendant testified that, as originally  
promised, the entirety of the outstanding shares were transferred to her without  
further consideration. The ownership of Naki’s shares only became an issue when  
raised by the plaintiff in his NOCC.  
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[37] From 2012 to present, the defendant has been the sole owner and director of  
Naki. The plaintiff, is his evidence, spoke variously of giving the original 17% holding  
in Naki to the defendant or her having to pay her share of the capital before she  
beneficially owned the original allotment but he never disputed her evidence  
surrounding the transfer of his shares in Naki in 2012 or her assertion that it was  
mutually understood that the defendant would own both Paladin and Mainland  
regardless of Naki having legal title. Nor did he deny having received, directly or  
indirectly, the sale proceeds of Naki’s other properties.  
[38]  
The defendant testified that at or around the time the plaintiff transferred his  
83 shares into her name and resigned as an officer of Naki, he remarked, to the  
effect, this is for all you have done for me, referring, I infer, to not only the work she  
had done for Naki, for which she was paid, but, as well, the defendant’s other efforts  
on his behalf which I shall come to in more detail.  
The Agreement  
[39] The defendant referred to a “Gain and Profit-Sharing Agreement”  
(“agreement”), described in her original counterclaim as “initially commenced in June  
of 2008 and continued until September of 2017 at which time it became apparent to  
Pourtaghi that a pattern of Nouhi continuously and repeatedly breaching the  
promises and the terms of the Gain and Profit-Sharing Agreement, established that  
he had no intention of honouring the agreement”.  
[40] The agreement was, according to the defendant, spoken of many times  
between her and the plaintiff but never reduced to writing. Nor, she conceded, was it  
ever referred to in any of the voluminous email exchange between the defendant  
and the plaintiff’s various legal and/or financial representatives. Most of the direct  
communication between the plaintiff and defendant is mutually acknowledged to  
have occurred by telephone or in person when the plaintiff was in North America.  
[41] In responding to her counsel’s inquiry as to the origins and terms of the  
agreement, the defendant said initially:  
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Mr. Nouhi always promise me that that I am doing for---separate from Naki in  
AKNO is going to be compensated to me later on when we get the gain and  
profit in the properties, and that’s keep me encouraged me to do more job in  
the time with him and me started.  
[42] She elaborated on that response, when asked by counsel, stating the  
following:  
Yes, well actually, the way he design it and planned and told me was that he  
invest the money and then at the end of the project is done or sold we get the  
gain or profit, then he is going to take out the money that he put it in front for  
the whole project plus the 10 percent of the interest in his money and then  
after paying all the taxes and expenses regarding the transaction, then  
whatever that is going to be gained in that transaction we are going to divide  
it by half.  
[43] Although she testified the agreement was spoken of many times following the  
first discussion, she did not suggest the terms, as relayed above, ever changed or  
were elaborated upon from her statement above. Simply put, those words constitute  
the whole of the agreement according to the defendant’s counsel.  
[44] The plaintiff denies any agreement for profit sharing between him and the  
defendant was ever reached. Further, he denies he ever promised an incentive if  
any of the AKNO ventures sold at a profit.  
[45] In cross-examination, the defendant provided no time line or specifics beyond  
that described above as to when the agreement first arose in discussion, the setting  
or context for the discussion or the precise words spoken.  
[46] The plaintiff, for his part, acknowledged in his testimony that salaries were  
often not paid to family from enterprises that were not experiencing positive cash  
flow.  
[47] According to her pleadings, the defendant says the agreement initially  
commenced in June 2008, continuing on until the conclusion of her involvement  
with the AKNO Group in 2017.  
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[48] Her evidence during her examination by plaintiff’s counsel was less certain as  
to the commencement of the agreement; she agreed it could have been as early as  
2006.  
[49] Dr. Pourtaghi testified that the agreement was discussed many times but  
conceded that in the thousands of electronic transmissions, emails, between herself  
and the defendant's representatives (the defendant seldom read his own email so  
dealings were mainly through his executive assistants), the gain and profit-sharing  
agreement was never referenced.  
[50] Even after the alleged breach following the profitable sale of the three  
Michigan properties in 2015, there was no written communication between the  
defendant and the plaintiff (or his representatives) making demand for the  
defendant’s entitlement to a share of profits or a request to provide the necessary  
documentation to determine the amount of profit as per the agreement.  
[51] Nonetheless, the defendant testified it was discussed frequently between her  
and her uncle and that there was never any doubt that she was entitled to 50% of  
the profit, as described above, upon sale of a property acquired by AKNO through  
her efforts. There was no requirement that she provide capital funding. Funding was  
the obligation of the plaintiff or his companies. She referenced no additional terms  
beyond those mentioned above. Nor did she mention how losses in one venture  
might impact profit in another venture. Both a property at 880 Ouellette Street,  
Windsor (“Ouellette”) and a property in Muskegon, Michigan sold at a loss before the  
defendant’s departure from AKNO. A 14-story building in Windsor, Ontario (“Canada  
Building”) sold in 2019.  
[52] The parties agree they spoke frequently by telephone from the onset of the  
commercial ventures until 2017. The defendant says those calls were business  
related. She was reporting to the plaintiff on developments in North America. She  
says, without further specifics, the agreement was discussed on more than one  
occasion in those calls. The plaintiff testified that the frequent telephone  
conversations between him and the defendant were more in the nature of the  
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defendant complaining about her personal situation and not about matters affecting  
AKNO’s North American holdings.  
The Purchase of Langston  
[53] Presumably, as a result of his greater business involvement and his  
affectionate relationship with his niece and her two children, the plaintiff began  
spending more time in Vancouver. He purchased a property at 1622 Langston Place  
in West Vancouver. The property was elaborately furnished and of sizeable worth.  
[54] Title was taken in the name of a B.C. company of which the plaintiff was the  
sole shareholder. A joint account in the names of the parties was established to  
allow the defendant, as part of her role as property manager, to pay expenses  
associated with Langston including the mortgage, taxes, and insurance.  
[55] Significant problems arose, most notably, a burst pipe that caused extensive  
water damage. The defendant took charge of overseeing the restoration and dealing  
with insurance matters on behalf of the plaintiff. She also testified the security  
system had many false alarms causing her to have to travel from her Coquitlam  
residence to deal with them. She said her duties in respect of Langston became so  
significant that she eventually, with the plaintiff’s blessing, moved with her then  
teenage children to West Vancouver. She remained living in the Langston residence  
until its eventual sale in 2017. When the plaintiff came to Vancouver he resided  
there, as well.  
[56] When the joint account was overdrawn, as the defendant said it occasionally  
was, she paid Langston expenses from her separate funds and later reimbursed  
herself from funds in a joint account in the parties’ names when there were sufficient  
funds to do so. Her transfer of funds from the joint account into her own was the  
source of one of the plaintiff’s claims in the NOCC.  
[57] The plaintiff characterizes the defendant’s move to the West Vancouver home  
as ‘uninvited’. He did not dispute she performed a number of services in respect of  
Langston but did not see them as requiring her to take up residence in his West  
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Vancouver home. There is no evidence he ever asked her to vacate prior to  
Langston’s sale in 2017.  
[58]  
The defendant testified that after the plaintiff failed to honour his obligations  
in respect of distributing the defendant’s share of profit from the Michigan properties,  
he instead offered her Langston, or its sale proceeds, in December 2015. The  
plaintiff denied such an offer.  
[59] Such never happened. When Langston sold in 2017 the plaintiff retained all of  
the sale proceeds.  
The Expansion of AKNO to Ontario and Michigan  
[60] Dr. Pourtaghi testified that as she acquired knowledge and expertise in the  
acquisition of properties with potential for growth in value, discussions of profit  
sharing began. Nothing was reduced to writing or confirmed through email. Instead,  
eastward expansion began, first in Canada and then the U.S.  
AKNO Enterprises Ltd. (Canada)  
[61] The first AKNO acquisition was, according to Dr. Pourtaghi, the Canada  
Building. She testified she located the building and went with the plaintiff to see it.  
AKNO Enterprises Ltd. purchased it in the spring of 2008 for a purchase price of  
$2.1 million. Ouellette was purchased a few months later and held by the same  
company.  
[62] The defendant testified she located the properties for purchase by AKNO and  
went on to manage and oversee the operation of both and eventually turned the  
Canada Building from a money-losing proposition into, at the very least, a break-  
even operation over the course of her stewardship.  
[63] From Naki’s inception until 2008, it paid the defendant a salary. Her work for  
Naki continued after the shares eventually were transferred to her. Once AKNO  
Canada owned the two Ontario properties, the defendant received a salary from  
AKNO Canada of approximately $72,000 annually (pro-rated for 2008). The  
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defendant never had a written employment contract with either Naki or AKNO  
Canada nor was she ever provided a written job description establishing her duties  
for AKNO Enterprises.  
[64] The plaintiff testified there were many discussions between him and the  
defendant concerning her duties but provided no detail of the when, the where or the  
words spoken. He testified her employment through AKNO Enterprises included  
working for any endeavour of any AKNO company wherever situate. When it was  
put to the defendant in cross-examination she knew her salary from AKNO Canada  
covered all the work she did, no specifics of any discussions were put to her by  
plaintiff’s counsel. The defendant repeatedly denied her Canadian salary covered  
her American duties and referred back to her understanding of the profit-sharing  
agreement reached between the parties for her work in the U.S.  
[65] When the plaintiff was questioned as to the absence of a written contract of  
employment between AKNO Enterprises and the defendant, he replied:  
I don’t know. She managed everything. Perhaps I think it wasn’t necessary. I  
don’t know. She handled everything.  
[66] That response stands in stark contrast as to how the plaintiff otherwise  
tended to downplay the defendant’s duties in AKNO.  
[67] Both of the plaintiff’s adult children, Alex and Angelica Nouhi, hold positions  
with AKNO; Alex apparently in Europe, Angelica in the United States. According to  
Angelica Nouhi, both have written contracts with an AKNO company that describe  
both their compensation and the scope of their duties. Neither contract was offered  
in evidence to detail the scope of the duties of the children as employees of an  
AKNO company but Angelica testified that although a U.S. company paid her, her  
salary was to compensate her for all involvement with AKNO throughout the world.  
[68] Presently, Angelica Nouhi is paid $120,000 USD. She currently manages  
Market Street, a commercial building in St. Louis which has professional property  
managers in place. In 2017, she was paid $100,000 USD. Following the defendant’s  
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departure, Angelica also oversaw the management of the Canada building until its  
sale. It, too, had professional property managers in place.  
[69] The plaintiff’s assertion that her salary from AKNO Canada covered her U.S.  
contributions lies at the heart of the defence to the claim for unjust enrichment.  
[70] Despite the plaintiff’s characterization of the defendant as “managing  
everything; handling everythingwhen explaining the absence of a written contract,  
the plaintiff was dismissive of the defendant’s contribution to either the Canadian  
holdings or the U.S. holdings, referring to her often as “an assistant”, a “translatoror  
a dentist; the latter presumably to demonstrate her lack of skills in commercial real  
estate.  
[71] The defendant’s salary from AKNO Canada was paid in two separate equal  
installments monthly. The defendant says this reflected an original salary of  
approximately $36,000 per annum for each building she oversaw; the Canada  
building and Ouellette. Though disputed by the plaintiff, through his counsel’s  
submission, there was no contrary evidence as to the rationale for two separate  
cheques for the same amount each month other than that offered by the defendant.  
[72] Despite that assertion, when Ouellette was sold in 2011, the defendant’s  
salary continued without reduction. The defendant testified such was with full  
knowledge and agreement of the plaintiff and noted that by 2011, two events that  
warranted continuation of wages at the same level despite Ouellette’s sale: (1) the  
Canada Building had, under her stewardship, significantly reduced its operating  
losses, in part because (2) she took over the role of building manager instead of  
paying an outsider to do the task.  
[73] The plaintiff offered no evidence disputing that claim through his or other  
testimony.  
[74] The only job description for the defendant, which she admittedly prepared  
herself in support of a mortgage application, did not define a geographic area where  
she was to perform her duties, but the description of her duties did not include  
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locating and negotiating for commercial property acquisition and/or sale. By her own  
assessment, the defendant’s job duties for AKNO Canada did not include functions  
she claims to have performed on behalf of AKNO Michigan in Michigan and later  
Missouri.  
[75] The defendant continued to oversee the Canada Building until the end of her  
employment. In 2016, the year following the sale of the Michigan properties, the  
defendant’s income increased from approximately $81,000 to $142,500, and again  
in 2017 to $150,000.  
[76] The plaintiff says the defendant unilaterally increased her salary without  
permission and, in May 2017, communicated his displeasure via a personal email to  
the defendant and another through an assistant seeking repayment of the increase  
in salary from AKNO Canada. The defendant’s employment carried on until near the  
end of 2017 and the excess salaryalleged by the plaintiff was never repaid.  
[77] The defendant says the increase was approved by the plaintiff and that  
quarterly reports she submitted to his assistant for his review clearly indicated the  
increase in her salary. The explanation for the increase was the Canada Building’s  
enhanced performance.  
AKNO Michigan  
[78] While the plaintiff and defendant were in Windsor to complete the purchase of  
the Canada Building, the defendant testified she saw a building across the river in  
Detroit that interested her. She testified she learned online it was for sale and, alone,  
without instruction from the plaintiff, she drove across the Detroit River to view it  
while the plaintiff was resting.  
[79] 2008 is memorable for the worldwide financial crisis which disproportionately  
affected different areas of the globe. Detroit in 2008 was a depressed area. The  
Book Tower and adjacent Book Building were in a state of disrepair and largely  
unoccupied save for some ground-floor retail tenants.  
Nouhi v. Pourtaghi  
Page 17  
[80] The defendant testified that she alone drove across the Canada/US border to  
Detroit where she investigated the Book Tower and, following inquiries with the  
building manager, learned that there was an outstanding offer to purchase which  
was subject to conditions including inspection.  
[81] She testified that she discussed the prospect of acquiring the Book Tower  
with the defendant, who agreed. AKNO’s Canadian lawyer referred her to a U.S. law  
firm with whom she dealt and, after further investigation and without the aid of a  
broker or realtor, she caused an offer to be prepared without subject clauses to  
purchase the Book Tower and the adjacent Book Building (collectively the “Book  
Tower) for $5.5 million USD. The defendant signed both offers to purchase (the  
Book Tower and Book Building); not the plaintiff. Those offers were accepted and  
the properties acquired by the newly-formed AKNO Michigan.  
[82] Ultimately, 4 properties were acquired, the Book Tower, Book Building, the  
adjacent community centre in 2011 and a stand-alone property in Muskegon. The  
defendant was made both an officer and director of the Michigan companies and  
remained so until removed in October 2017.  
[83] The manner in which the Book Tower was ‘discovered’ is a point of contention  
between the parties. The plaintiff says that he accompanied Dr. Pourtaghi across the  
border to Detroit and it was he, not her, that came upon the idea to acquire the Book  
Tower after he entered into discussions with the onsite building manager, and it was  
him who concluded the purchase at a price of $5.5 million.  
[84] Despite his professed lack of proficiency in Englishthe plaintiff offered his  
evidence at trial through an interpreterhe testified that he went with the defendant  
and spoke to the building manager, who spoke Spanish, making communication  
possible between them. He claimed credit for locating the Book Tower and  
minimized any role of the defendant to that of a translator.  
[85] Later in his testimony he stated the Book Tower was on his radar as a  
possible acquisition because of advice from his brother, Hoss Nouhi, a residential  
Nouhi v. Pourtaghi  
Page 18  
realtor from Los Angeles. No details were provided as to the when, where and what  
Hoss Nouhi said which gave rise to the possibility of expansion into the U.S. Hoss  
Nouhi testified and denied any involvement in locating the Book Tower.  
[86] Throughout the whole of Mr. Nouhi's evidence, he was dismissive of the role  
played by the defendant. Never once did the plaintiff describe the defendant as  
playing a significant role in either the acquisition, development plans or eventual sale  
of the Book Tower. On the other hand, the plaintiff acknowledged the defendant’s  
instrumental role in locating the two Canadian buildings and another commercial  
building in Muskegon, Michigan noting at least two of them resulted in losses to  
AKNO when they sold.  
[87] The defendant portrayed herself as the manager of the Michigan endeavour,  
noting she reported frequently via email to the plaintiff’s assistants and spoke almost  
daily to the plaintiff by telephone. Included in some of the email threads concerning  
North American issues was her sister, Nadia, who testified that she was one of the  
plaintiff’s assistants and, for much of her time in Europe, lived in the plaintiff’s home  
in Milan.  
[88] A number of emails from the defendant dealing with AKNO Michigan matters  
were copied to Nadia Pourtaghi among others.  
[89] Following the purchase of the Book Tower, AKNO Michigan acquired an  
adjacent building (“community centre”) in 2011 as development plans proceeded  
and parking requirements made obvious the need for additional space. The  
community centre operated as a food kitchen run by the Catholic diocese that owned  
the building.  
[90] Again, there are differences in the evidence as to the role played by each of  
the parties in the acquisition of the property. Each claim that they individually were  
instrumental in the negotiations leading to the purchase of that property for $400,000  
USD. The property was seen as necessary to the ultimate development of the Book  
Nouhi v. Pourtaghi  
Page 19  
Tower so as to provide parking space sufficient to conform with municipal  
requirements.  
[91] AKNO Michigan purchased a further property in Muskegon, Michigan. It  
appears uncontroverted that this was as a result of investigation by the defendant.  
Muskegon is a three-hour drive from Detroit. The defendant testified she made the  
drive then stayed overnight and returned the next day when she dealt with that  
asset. As noted above, the plaintiff freely acknowledged the defendant’s 100%  
responsibility for the acquisition of the Muskegon property given it sold later at a  
loss. The same applies to Ouellette.  
[92] The defendant testified that in addition to her duties managing the two  
Canadian buildings, once the Book Tower was acquired, she began to investigate its  
development potential. It was a heritage building. Its heritage status affected its  
redevelopment potential. Any redevelopment would have to preserve all or part of  
the façade. However, its status as a heritage building provided an opportunity for a  
variety of city and state financial inducements either through outright grants or tax  
concessions that would substantially contribute towards the redevelopment cost.  
[93] The defendant testified she spent considerable effort investigating the  
availability of such inducements because of their potential effect on either the net  
development costs or re-sale potential. The plaintiff testified all available credits  
simply came with the purchase and were known at the time and left the impression  
once purchased, the strategy was simply to wait and hold the property for improved  
economic times.  
[94] At no time did the defendant obtain immigration status in the U.S. so as to  
allow her to work and receive compensation through a U.S. company. Even as an  
officer or director of AKNO Michigan, the defendant received no compensation from  
AKNO Michigan. Its corporate tax returns indicate it had no employees begging the  
question as to who did what during the seven years AKNO Michigan owned the  
Book Tower and, later, the community centre next door.  
Nouhi v. Pourtaghi  
Page 20  
[95] There were consulting agreements in place including, according to the  
plaintiff, an office manager who sat and read the newspaper and provided security.  
The plaintiff attended Detroit sporadically. He provided no detail of the frequency of  
his attendance or what he did when he was there. None of AKNO’s professional  
consultants gave evidence indicating their contribution to the Book Tower’s evolution  
save for Fred Beal, owner of a construction firm that dealt primarily with the  
defendant over the years AKNO Michigan owned the Book Tower.  
[96] Dr. Pourtaghi testified she worked extensively towards the development and  
ultimate sale of the Book Tower and the neighbouring property until their sale in  
2015. It is common ground she was not paid by AKNO Michigan for her efforts. She  
said she was reliant upon the plaintiff’s promise to share profits, if any, upon sale.  
The plaintiff says her salary in Canada covered all of her duties whether in Ontario,  
B.C. (Naki), Michigan or, after the sale of Michigan, Missouri.  
[97] I note here, the defendant had separate credit cards for her expenses whilst  
in the U.S. Her travel and related expenses were charged to AKNO Michigan and  
paid from its U.S. account when she worked in the U.S.  
[98] The plaintiff testified in response to a question as to whether his son Alex was  
paid a salary from AKNO Michigan, the plaintiff replied as follows:  
Mr. Lawyer, we’re a family and in a company that has losses, we don’t take  
out salaries from that company. We don’t triple out salaries like your client.  
We’re a family.  
[99] The Book Tower, unlike both Canadian buildings, was essentially vacant  
when purchased except for retail space on the ground floor. Nonetheless, it was still  
fully serviced with heat and water to satisfy those few tenants. The enterprise was  
bleeding money. There were substantial arrears in property taxes owing when it was  
purchased. The defendant testified that she negotiated, along with AKNO’s lawyers,  
to have the retail tenants vacate such that power and water could be turned off  
resulting in substantial reductions to the operating costs of the building.  
Nouhi v. Pourtaghi  
Page 21  
[100] Dr. Pourtaghi testified that her work on the Michigan properties was  
extensive. Whether done from Canada or Michigan she testified she was  
responsible for negotiating with developers, contractors, accountants, property  
management companies and lawyers to effect positive changes in the marketability  
of the Book Tower.  
[101] Early after its acquisition, there was a flood in the Book Tower as a result of  
broken pipes. The defendant oversaw the restoration work and related insurance  
claim. She engaged the contractor, JC Beal, to make to provide the necessary  
cladding for security once the building was unoccupied.  
[102] JC Beal Construction, was owned and operated by Mr. Fred Beal. In addition  
to construction work, Mr. Beal consulted with the defendant on the accumulation of  
available tax credits if the property were to be redeveloped by AKNO or a  
subsequent purchaser.  
[103] Mr. Beal testified that he dealt extensively with the defendant on related  
matters and worked under her direction. Initially to provide repairs and outside  
cladding to it to prevent squatters. Although Mr. Beal eventually met the plaintiff in a  
meeting with architects to discuss the redevelopment of the Book tower, he dealt  
primarily and extensively with the defendant over the years of his involvement. His  
evidence corroborated that of the defendant as to the level of her engagement as it  
related to strategies concerning the Book Tower’s redevelopment. He also consulted  
with defendant on the Muskegon property.  
[104] Mr. Beal met the plaintiff on two, possibly three, occasions; once when the  
plaintiff travelled to Detroit with architects in 2012 and another in 2014 when  
Mr. Beal met the plaintiff in Italy to introduce the plaintiff to a potential buyer for the  
Book Tower.  
[105] The economic impact of the credits/incentives available were significant. At  
the time, although not today, credits or outright grants of up to 60% of the  
development costs were potentially available to underwrite the cost of  
Nouhi v. Pourtaghi  
Page 22  
redevelopment. The evidence of the defendant and Mr. Beal was that the credits, or  
most of them, required investigation, application, discussions and engagement with  
various levels of government to maximize the amount available to the ultimate  
developer.  
[106] Mr. Beal corroborated the defendant’s testimony as to her extensive  
involvement dealing with governmental agencies, contractors, architects and in  
negotiations over the costing of items relating to the redevelopment.  
[107] While only an estimate, Mr. Beal estimated the value of concessions and/or  
tax credits/abatements connected to the Book Tower at $50,000,000.  
[108] The efforts of the defendant occurred over years, not months, according to  
Mr. Beal’s unchallenged evidence. Emails referred to in the evidence as to the steps  
taken towards the accumulation of the concessions ultimately available to the  
purchaser span the period from the acquisition of the Book Tower in 2008 until its  
eventual sale in 2015. Mr. Beal’s involvement with the defendant, as the putative  
boots on the ground manager of AKNO Michigan, spanned approximately seven  
years.  
[109] Through his construction company, Mr. Beal wanted either to acquire the  
Book Tower and the adjacent building to develop it though his construction company  
or engage in a joint venture with AKNO. His company was under capitalized for a  
development of the magnitude of the Book Tower but, nonetheless, he made an  
unsolicited offer to buy the properties from AKNO Michigan with cash and a back-  
end payment. The offer was for $18,000,000 USD in total. The plaintiff responded,  
through his representatives, with what can only be considered a counter proposal of  
a joint venture between AKNO Michigan and JC Beal Construction, offering JC Beal  
81% of the ownership for $15,000,000 USD. Such never came to fruition but  
provides some insight as to the plaintiff’s assessment of Book Tower’s worth when  
the counter offer was made.  
Nouhi v. Pourtaghi  
Page 23  
[110] The Book Tower, originally acquired for $5.5 million, was held for a seven-  
year period. During its ownership, the costs of holding the building as an investment  
were significantly reduced through cost saving measures such as negotiating the  
termination of leases with the retail occupants of the ground floor so as to remove  
the need for power and water. Never were there tenants in the building. All of its  
operating costs were absorbed by AKNO Michigan with a view to long-term  
development and/or sale when the market was refreshed.  
[111] Eventually, the plaintiff decided against redevelopment by AKNO and decided  
to sell. No real estate broker was immediately engaged. The defendant testified that  
upon learning of AKNO’s intention to sell, she googled wealthy investors in Michigan  
with a view to contacting them or their representatives to locate a potential buyer for  
the Book Tower. One such person was Mr. Dan Gilbert; a principal of Payday Loans.  
[112] The defendant reached out to one of his representatives and established a  
dialogue leading to the commencement of negotiations which resulted, eventually, in  
the sale of the three adjacent properties.  
[113] The plaintiff denied the defendant’s role in the introduction of the ultimate  
buyer, claiming it was either him or his brother, Hoss, who made the introduction.  
The plaintiff was vague on details surrounding the manner in which AKNO came to  
sell the building to a gentleman who owned a small bank.  
[114] Hoss Nouhi testified but agreed he played no role in securing a buyer for the  
property. Hoss did not refute the defendant’s evidence that he, Hoss, earlier on, had  
given a much lower estimation of the value of the Book Tower.  
[115] Ultimately, the Book Tower and adjacent community centre sold for  
$26,000,000 USD. The seller paid no commission because of the private  
introduction of the purchaser. That said, there was a suggestion the previous agreed  
upon price was reduced at closing to reflect, at least in part, the absence of a seller’s  
commission.  
Nouhi v. Pourtaghi  
Page 24  
[116] The plaintiff claims entitlement to over $6,000,000 USD as her share of  
profitunder the agreement, after allowing for a return of the capital investment by  
AKNO Michigan, a 10% premium on that investment, and the tax paid the U.S.  
government upon sale. The profit, she claims through counsel, is readily apparent  
upon a layperson’s review of the corporate tax returns for AKNO Michigan. No  
accounting evidence was provided; just AKNO’s tax filings.  
[117] Instead, counsel notes the acquisition price of the three properties, $5.9  
million USD plus !0%; the selling price of $26 million USD; the total U.S. tax paid  
upon sale, $6.785 million USD. The result, counsel argued, is profit of $12,725,000  
USD.  
[118] After deducting 10% of the profit for the return on investment, the profit,  
under the terms of the alleged agreement, is $6,362,500 USD.  
[119] Following sale, a portion of the sale proceeds, after payment of some  
disposition taxes, was returned to Europe into the plaintiff's personal or other  
corporate accounts. Some of the proceeds went to his children. The payments were  
described as loans, presumably for tax purposes, and documented as such. At trial  
the loans remained unpaid.  
[120] Who received what is of little moment to the outcome of this litigation save to  
say AKNO Michigan distributed funds to the plaintiff and his immediate family but not  
the defendant.  
[121] The U.S. tax laws extant in 2015 allowed for the deferral of capital gains tax if  
invested into another property by the seller within six months from the closing date  
resulting in the gain. The tax deferral opportunity was significant.  
[122] According to the defendant, the plaintiff’s children became involved in AKNO  
U.S. at or near the time of sale. They, not her, were entrusted with finding a suitable  
property to acquire so as to allow AKNO the tax deferral. Hoss Nouhi also  
participated in the search.  
Nouhi v. Pourtaghi  
Page 25  
[123] No suitable replacement property was found within the six-month window with  
the result that all U.S. taxes became payable and were in fact paid by AKNO  
Michigan. The defendant’s claim recognizes the tax payment as reducing her  
entitlement to profit but it is unclear what effect a tax deferral, if achieved, of  
approximately $3 million USD would have had in the defendant’s claim to profit.  
[124] Following completion of the sale of the Book Tower, despite the wide  
discrepancy between the acquisition cost and the sale price, the defendant never  
communicated her demand for fulfilment of the agreement’s terms in writing to the  
plaintiff or any of his representatives. Nor did she seek documents which would  
presumably enable her to calculate profit. She testified she spoke to the plaintiff  
about her share following the sale and was advised to be patient.  
[125] He, according to the defendant, continued to her encourage her to expect  
compensation but, by December 2015, in an effort to have her continue working,  
offered to transfer the Langston property in West Vancouver in lieu of 50% of the  
profit from the Book Tower. All these communications were verbal between the  
defendant and the plaintiff. Never was a confirmatory email or letter sent.  
[126] Seemingly, that promise kept the defendant engaged in AKNO’s U.S. venture,  
specifically the acquisition of Market Street but, when Langston was sold in 2017,  
the defendant received none of the proceeds. Instead, a large portion of the sale  
proceeds went to Angelica Nouhi and another sizeable sum went to the plaintiff’s  
Swiss holding company.  
[127] In addition to the promise of Langston in lieu of 50% of the profit on Book  
Tower, the defendant testified the plaintiff told her to contact AKNO’s lawyers to draft  
a consulting agreement respecting her ongoing engagement with AKNO in the U.S.  
[128] In July 2016, almost a year after the sale of Book Tower, the defendant  
opened communications with AKNO Michigan’s accountants and lawyers via email  
to prepare a draft consulting agreement detailing the compensation payable to the  
defendant for efforts for both brokerage and/or property management on AKNO’s  
Nouhi v. Pourtaghi  
Page 26  
behalf. She testified she engaged the company lawyer and accountant on  
instructions from the plaintiff.  
[129] While I shall refer to the email exchange at greater length later in these  
reasons, it seems evident that they refer to both past and prospective compensation  
for her efforts. Specifically, the defendant suggested an entirely different model of  
compensation respecting her efforts regarding the Book Tower than what the  
agreement she alleges provided for.  
[130] As a result of the email exchanges, a consulting agreement, or draft, was  
prepared by AKNO’s lawyer. AKNO’s counsel noted he had no specifics of the  
arrangement between the plaintiff and the defendant and the draft was for  
discussion purposes only. The defendant received it but did not say she sent it to the  
plaintiff. He denied ever having seen it.  
[131] Following the sale of the Book Tower, the defendant’s salary from AKNO  
Canada increased significantly as earlier noted. She continued to work managing  
the Canada Building and remained an officer and director of AKNO Michigan albeit  
there were no remaining holdings in Michigan after the sale of Book Tower and  
Muskegon.  
[132] Following the failure to locate an alternate investment and the resultant  
payment of all U.S. tax due upon the sale of Book Tower, the defendant says she  
located a prospective alternative in May 2016. She testified she located the building  
by online search and, with the approval of the plaintiff, attended and engaged in the  
online auction resulting in the purchase of Market Street in St. Louis, Missouri. The  
price paid was less than the amount authorized by the plaintiff according to the  
defendant’s evidence.  
[133] The plaintiff denies the defendant’s involvement and, once again, credits his  
brother, Hoss, or his agentsin locating the opportunity.  
Nouhi v. Pourtaghi  
Page 27  
[134] By 2016, or perhaps somewhat earlier, Angelica Nouhi had assumed a  
managerial role with AKNO in its pursuit of U.S. commercial properties. Pursuant to  
the terms of her written contract she was paid $100,000 USD annually.  
[135] Angelica had been tasked, along with Hoss Nouhi, to find a replacement  
purchase so as to avail AKNO of the tax deferral on the gain from AKNO Michigan.  
No replacement building was found within the allotted six-month time frame.  
[136] Following the acquisition of Market Street, the defendant was involved in  
overseeing the property management and had dealings with the property  
management company that performed day to day management. Conflicts apparently  
arose between the defendant and the management company but they do not impact  
the result in this proceeding.  
[137] More importantly, conflict arose between the plaintiff and defendant following  
the Book Tower’s sale. Demands were made of the defendant by the corporate  
accountants to have the defendant explain various withdrawals and transfers of  
funds from the joint account operated by the plaintiff and the defendant. The  
defendant’s purchase of a computer using a company credit card was questioned.  
[138] In October of 2017 she was removed as an officer and director of both U.S.  
corporations. She was offered a contract to continue managing the Canada Building  
for $45,000 a year. She declined.  
[139] In the summer or fall of 2017 Langston was sold. The defendant was aware it  
was for sale. The proceeds were not paid to her as she alleged was promised.  
Following its sale, the defendant did not communicate her entitlement to the sale  
proceeds to the plaintiff or his legal representatives.  
The Litigation History  
[140] The impugned transfers/withdrawals eventually became the subject of  
litigation in Michigan between AKNO and the defendant. AKNO alleged  
misappropriation of its funds by the defendant.  
Nouhi v. Pourtaghi  
Page 28  
[141] The litigation was resolved in favour of the defendant after a summary trial.  
Counsel for the plaintiff informed me that ruling is under appeal in Michigan although  
there was no testimony to that effect.  
[142] The civil proceedings the plaintiff personally commenced in B.C., which were  
discontinued the morning of trial, parallel, in some respects, allegations raised in the  
Michigan lawsuit. The NOCC alleged fraud, breach of fiduciary duty, breach of trust,  
etc.  
[143] Despite dismissal of fraud claims in the U.S., the discontinuance of the claims  
in B.C. and over the objection of the defendant’s counsel, plaintiff’s counsel cross-  
examined the defendant on some of the impugned transactions where funds were  
transferred from the joint account in the names of the plaintiff and defendant into the  
defendant’s account. I overruled counsel’s objection and allowed the questions  
based on plaintiff’s counsel’s argument that the transactions he sought to examine  
on were different than those already litigated or abandoned in the present litigation  
and would show, alternatively, that (1) the defendant derived benefits greater than  
the salary paid to her by AKNO Enterprises or (2) demonstrate she was disentitled to  
equitable relief based on the premise equity will only assist those with clean hands.  
[144] As will become apparent later on in these reasons, the assault on the  
defendant’s honesty in respect of those transactions was wholly without foundation.  
From the documents already in evidence, together with those I allowed in response  
to counsel’s questions, the propriety of the transactions is apparent to anyone with  
basic accounting skills. The transfers suggested to have been inappropriate were, in  
essence, repayments of amounts advanced by the defendant into the accounts  
needed to service expenses on Langston when the plaintiff failed to maintain a  
balance in the joint account operated specifically to pay for Langston’s expenses.  
[145] The salary adjustment (increase) in Canada was never repaid by the  
defendant. She carried on with her duties in Canada and Missouri until late 2017,  
continuing to draw salary of $150,000 annually from AKNO Enterprises. It is unclear  
Nouhi v. Pourtaghi  
Page 29  
whether there are proceedings outstanding by AKNO Enterprises Ltd. in respect of  
the defendant’s alleged improper adjustment of her salary.  
[146] In the Spring of 2018, the plaintiff commenced the Michigan litigation (on  
behalf of AKNO) and here (personally). He also commenced an action against Ania  
Pourtaghi, his niece. In the course of his testimony, he suggested a lawsuit might be  
initiated against Nadia Pourtaghi for the return of educational expenses he incurred  
on her behalf.  
[147] In this litigation, the plaintiff placed CPLs against 4 properties owned by either  
Naki or the defendant. Justice Matthews initially ordered the removal of the CPLs  
based on a lack of foundation in the pleadings: Nouhi v. Pourtaghi, 2019 BCSC 794.  
[148] The plaintiff applied and received leave to amend the pleadings claiming an  
interest in the subject properties and re-filed the CPLs. Regardless, the plaintiff  
pressed on seeking to have the appeal from the Matthews order heard. See Nouhi v.  
Pourtaghi, 2019 BCCA 324.  
[149] The appeal was dismissed as moot.  
[150] The original trial date did not proceed because the plaintiff failed to set a trial  
management conference. The defendant re-applied for removal of the CPLs citing  
economic hardship: Nouhi v. Pourtaghi, 2021 BCSC 1779.  
[151] Justice Skolrood allowed the application and the CPLs were discharged.  
[152] The defendant testified to the financial consequences of the CPLs. She had  
to fund the defence or the litigation, here and in the U.S., with funds raised by a  
mortgage on Mainland. The interest charged, 7.5% per annum, was, she says  
significantly higher than she would have paid but for the CPL. As well, when renewal  
came up after 12 months, the lender insisted on repayment resulting in sale (after  
the CPL’s removal) at, according to the defendant, less than the assessed value.  
[153] All of the above suggests the plaintiff is, indeed, a formidable litigation foe.  
Nouhi v. Pourtaghi  
Page 30  
Issues  
[154] The amended counterclaim narrowed the scope of the defendant’s claims to  
allegations of breach of contract, and alternatively, unjust enrichment and slander of  
title and/or abuse of process in respect of the CPLs placed upon the defendants’  
properties.  
[155] The first issue is whether the defendant is contractually entitled to damages  
from the plaintiff and, if so, in what amount.  
[156] If no contract is proven, as I advised defendant’s counsel I would find at the  
conclusion of his reply, the next issue is whether the defendant is entitled to a  
remedy in equity and, if so, the nature of it. The defendant suggests a monetary  
award akin to the value of the real estate commissions saved for Book Tower  
properties and in the acquisition of Market Street without a broker’s fee.  
[157] The plaintiff denies the existence of a contract between him and the  
defendant. The only contract, he says, is the employment contract between AKNO  
Enterprises and the defendant. He argued that the enrichment alleged was to  
ASKNO Michigan; not him personally but, in any event, the defendant’s Canadian  
employment contract provides a juristic reason disentitling the defendant to any  
equitable remedy in respect of her services.  
[158] Alternatively, if the plaintiff is determined to have been unjustly enriched by  
the defendant’s efforts through the buying, selling and/or management of any of  
AKNO’s U.S. real estate, the plaintiff argues the provisions of the Real Estate  
Services Act, S.B.C. 2004, c. 42 [RESA] preclude an award to the defendant given  
she was, at all times, unlicensed to sell real estate in B.C. or elsewhere.  
[159] Finally, the plaintiff says the counterclaim, at least insofar as the claim in  
contract or equity, is statute barred because the factual matters underpinning the  
claim occurred in 2015. The original counterclaim was filed on October 24, 2018.  
Nouhi v. Pourtaghi  
Page 31  
[160] As to the claim for slander of title/abuse of process, the plaintiff argues the  
defendant failed to prove either damages or malice.  
Credibility and Material Findings  
[161] Unsurprisingly, where a claim (or defence) is based on unwitnessed  
conversations, undocumented in any form, the issue of credibility looms large.  
[162] Given the paucity of otherevidence of either a profit sharing or an  
employment contract between the parties, the position of each on the two main  
claims, breach of contract and unjust enrichment, hinge largely on findings as to the  
credibility/reliability of the two parties.  
[163] The defendant asked me to accept, unreservedly, her uncorroborated  
evidence as to the formation and existence of an oral contract between her and the  
plaintiff entitling her to significant damages in respect of the sale of the Book Tower.  
No other property she was involved with generated profit during her tenure with  
AKNO entitling her to damages. Market Street remains unsold. Of the other three  
properties sold, Ouellette and Muskegon were sold at a loss; the Canada Building,  
while seemingly sold for more than the purchase price, is the not subject of a claim.  
[164] The plaintiff, through counsel, argues the profit-sharing agreement, as  
alleged, defies common sense given the business acumen of the plaintiff, the  
absence of financial contribution by the defendant, and the absence of any written  
reference to the alleged contract either before or after the alleged breach.  
[165] Each of the parties presented markedly different visions of the extent of the  
defendant’s actual contribution to AKNO that need to be reconciled if such forms the  
basis for relief based on quantum meruit given my conclusion the parties’  
relationship is not governed by an enforceable contract. What follows is my  
reasoning, based on the factual findings I make, underlying that conclusion.  
Nouhi v. Pourtaghi  
Page 32  
[166] In Bradshaw v. Stenner, 2010 BCSC 1398 [Bradshaw], Justice Dillon  
succinctly summarized the law respecting the assessment of a witness's credibility  
as follows:  
[185] Credibility is a key issue in this case. Based upon the factual analysis  
above, it is apparent that the credibility of the plaintiff and defendant, as well  
as their witnesses, has been severely tested in the evidence. Because  
credibility was so much at issue throughout this trial, I requested counsel to  
thoroughly review the law with respect to assessment of credibility for me.  
Both counsel did an excellent job of drawing relevant principles to my  
attention. It was with these principles in mind that I approached the factual  
analysis.  
[186] Credibility involves an assessment of the trustworthiness of a witness’  
testimony based upon the veracity or sincerity of a witness and the accuracy  
of the evidence that the witness provides (Raymond v. Bosanquet  
(Township) (1919), 59 S.C.R. 452, 50 D.L.R. 560 (S.C.C.)). The art of  
assessment involves examination of various factors such as the ability and  
opportunity to observe events, the firmness of his memory, the ability to resist  
the influence of interest to modify his recollection, whether the witness’  
evidence harmonizes with independent evidence that has been accepted,  
whether the witness changes his testimony during direct and cross-  
examination, whether the witness’ testimony seems unreasonable,  
impossible, or unlikely, whether a witness has a motive to lie, and the  
demeanour of a witness generally (Wallace v. Davis, [1926] 31 O.W.N. 202  
(Ont. H.C.); Faryna v. Chorny, [1952] 2 D.L.R. 152 (B.C.C.A.) [Faryna]; R. v.  
S.(R.D.), [1997] 3 S.C.R. 484 at para.128 (S.C.C.)). Ultimately, the validity of  
the evidence depends on whether the evidence is consistent with the  
probabilities affecting the case as a whole and shown to be in existence at  
the time (Faryna at para. 356).  
[167] Despite receiving the evidence of Mr. Nouhi via teleconference, with all the  
technical challenges inherent in same, specifically, occasional freezing of the screen  
and loss of audio, I am satisfied that I had a proper opportunity to assess the  
credibility of each of the witnesses who testified from remote locations.  
[168] Dealing firstly with the evidence of non-parties, particularly family members,  
not a great deal hangs on findings of credibility or reliability. That is not to say the  
evidence does not weigh on the outcome.  
[169] Mr. Beal’s evidence as to the role of the defendant, as observed by him, was  
uncontradicted by evidence other than the plaintiff’s account. Other than a minor slip  
acknowledged by Mr. Beal as to the date of his first encounter with the plaintiff, his  
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Page 33  
evidence was not undermined on cross-examination. Moreover, it is in harmony with  
the evolution of the Book Tower’s increasing valuation as tax credits and grants  
were assembled. The documentation, such as it is, generally supports the notion of  
the defendant being AKNO Michigan’s boots on the ground in North America.  
[170] Other evidence from attorneys, accountants, or the Book Tower’s building  
manager, which might have cast doubt on the defendant’s and Mr. Beal’s account of  
the defendant’s role, was not led.  
[171] Other than his evidence of locating the Book Tower, either on his own or with  
Hoss’s assistance, the plaintiff did not suggest that he was dealing directly with  
anyone in Michigan concerning the Book Tower other than the defendant. His  
claimed involvement in negotiating for the purchase of the community centre is  
uncorroborated by any independent evidence.  
[172] Angelica Nouhi was not involved in any substantial way with AKNO’s U.S.  
ventures until after the sale of the Book Tower. She could not speak to the terms of  
any agreement between her aunt and her father or to the magnitude of the work her  
aunt performed from 2008 until 2015. She acknowledged, despite her familial  
relationship with the plaintiff, she has a written contract with AKNO setting out both  
her compensation and her duties. She testified those duties included acting for any  
AKNO venture, not just the company she was paid by.  
[173] Hoss Nouhi became involved earlier but, by self-admission, had no  
knowledge of the dealings as between Dr. Pourtaghi and his brother, Massimo  
Nouhi; nor did he play any substantial role in the acquisition, disposition or sale of  
the Michigan properties or in the acquisition of Market Street.  
[174] The impact of Hoss Nouhi’s evidence militates against the reliability of the  
plaintiff’s evidence in several aspects. Hoss lived and worked in California selling  
residential real estate. He brought no specific knowledge of commercial real estate  
or the specific markets in which the search for potential investments occurred. His  
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Page 34  
involvement in the AKNO ventures in the U.S. seems to have been as an unpaid  
consultant.  
[175] When asked by plaintiff’s counsel: “was Nahid Pourtaghi employed by your  
brother?, he responded she was employed by AKNO U.S.A.  
[176] Only after plaintiff’s counsel reframed his questions mentioning AKNO  
Enterprises, then ultimately AKNO Enterprises Canada, did Hoss Nouhi adoptthe  
Canadian branch of AKNO as her employer. He conceded he had no idea of her role  
in Canada. He only dealt with her in the U.S. In the result, I place no reliance on  
Hoss Nouhi’s description of the defendant’s relationship with either of the U.S.  
AKNO companies beyond his initial conclusion that she worked for “AKNO U.S”.  
[177] Hoss Nouhi, contrary to the evidence of his brother, denied any involvement  
in the purchase of the Book Tower and conceded his involvement was limited to  
advising on potential financing when AKNO was still considering development of the  
Book Tower. He attended a meeting or meetings to close the sale where his brother  
and niece were present and observed her translating for him.  
[178] When asked whether the defendant acted as broker or agent for AKNO in  
regards to the selling of the Book Tower, Hoss replied:  
She wasn’t licensed to be—because they need serve or author (sic) agent.  
She was just representing AKNO on behalf of my brother.  
[Emphasis added.]  
[179] By inference, given the reference to the Book Tower, that answer can only be  
seen as referring to AKNO Michigan.  
[180] The defendant, Hoss and Massimo Nouhi were present at the closing. Hoss  
reviewed the closing documents on behalf of the seller. Hoss also testified the  
defendant never mentioned to him the contract she alleges in respect of profit  
sharing in advance of the closing.  
Nouhi v. Pourtaghi  
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[181] Again, contrary to the plaintiff’s evidence, Hoss Nouhi testified in direct  
examination that he was not involved with the purchase of Market Street. Despite  
that reasonably clear answer, plaintiff’s counsel asked him whether he brought the  
building to his brother’s attention prior to its acquisition, and he moderated his  
response to: “I can’t recall”.  
[182] That answer is conflicts with the plaintiff’s testimony that his brother  
discovered the property and sent a linkfor the plaintiff to view. No email containing  
a hyperlink to the Market Street property was ever produced. Given the plaintiff’s  
self-admitted computer illiteracy, verbal communication of a website to the plaintiff  
seems unlikely in the extreme.  
[183] Hoss Nouhi acknowledged the defendant played a role in keeping  
negotiations with the eventual buyer going after discussions had stalled. He also  
acknowledged that the defendant made suggestions regarding prospective alternate  
U.S. property purchases so as to defer taxes although nothing was eventually  
purchased within the time allowed.  
[184] His evidence, seen in totality, does not accord with the plaintiff’s suggestion  
that he, Hoss Nouhi, originally located the Book Tower or that it was Hoss who  
located the Market Street property and sent him a link to view the property. Nor does  
it accord with the plaintiff’s view of the defendant’s role in AKNO in the U.S.  
[185] Nadia Pourtaghi testified as to her working relationship with the plaintiff. She  
testified she worked as his assistant at times and resided, for the most part, in a  
room in his Milan residence. The plaintiff disputed this.  
[186] Nadia’s testimony as to her working for AKNO is consistent with a number of  
ANKO Michigan-related emails sent by the defendant and copied to Nadia. Her  
evidence as to her role as an assistant to the plaintiff is consistent with the  
documents she was copied with. There is no other logical reason for her to receive  
them. In one of the emails, the defendant asked Nadia to get the plaintiff to transfer  
money to an account so as to pay one of Mr. Boscariol’s accounts. Nadia was  
Nouhi v. Pourtaghi  
Page 36  
copied on another email authored by Donatella Premoli, an accountant manager for  
SSP, advising of a transfer of funds from SSP to AKNO Michigan.  
[187] Nadia’s evidence was presented in a credible fashion providing details of her  
accommodation while in Milan at the plaintiff’s residence and the persons she  
worked with while assisting her uncle. Her evidence was largely unchallenged in  
cross examination.  
[188] Nadia also testified she overheard a telephone conversation in or about  
September of 2015 between her uncle and the defendant where she says the  
plaintiff responded to the defendant’s request for sharing the benefitby saying, “I  
told yes, I told but I don’t want to do it. Where did I write it”?  
[189] She also testified her uncle told her, in effect, that for he defendant to get her  
incentive or reward for her efforts, something great has to happen over there. He  
was sceptical that she could make the impossible possible, referring, I infer, to the  
sale of the Book Tower and adjacent property at an amount in excess of that opined  
by Hoss Nouhi he plaintiff denied those statements.  
[190] While the timing of the call, said to be after the sale of Book Tower, is  
problematic, given by then the impossible, the sale of Book Tower and the  
community centre had come to pass, the conversation Nadia relayed is consistent  
with the defendant’s evidence that she was always encouraged in her endeavours  
with Book Tower with the prospect of a reward upon its successful  
sale/development.  
[191] The other evidence of note from Nadia Pourtaghi is her recall of a further  
phone call between the defendant and the plaintiff after this litigation had  
commenced. In May of 2019, Nadia returned to Milan to pick up her belongings from  
the plaintiff’s home. As she was packing to leave she said the plaintiff told her to tell  
the defendant that he would put three million dollars into the case, not to settle the  
litigation, but as a statement as to his war chest to pursue his claim and defend the  
counterclaim.  
Nouhi v. Pourtaghi  
Page 37  
[192] I agree with counsel for the plaintiff that Nadia’s report of her sister’s side of  
the conversation said to have occurred in September 2015 is admissible simply for  
the purpose of context as to what the defendant said and is not admissible as proof  
of the arrangement she alleges in her counterclaim.  
[193] In general, I found Nadia a reliable and straight forward witness although I  
express concern her recall of the time period of the call between her sister and  
uncle, which is not in conformity with the timeline suggested by Nahid nor does it  
make sense given by September 2015, the sale of Book Tower was complete and  
the impossiblehad by that time occurred.  
[194] In short, where the evidence of the plaintiff conflicts with that of Nadia, I  
accept Nadia’s evidence over that of the plaintiff.  
[195] Turning to the substantial conflicts in the accounts of the parties, I begin with  
my conclusion that each of them presents with issues of both credibility and  
reliability. Neither was a witness whose testimony I accept exclusively causing  
rejection of the other party’s evidence in all respects.  
[196] As the trier of fact, I am entitled to accept all, some or none of the evidence of  
a particular witness. My conclusion that they have been either untruthful or  
unreliable in one facet of their testimony does not, in and of itself, lead to a  
conclusion that all of their evidence is tainted and cannot be relied upon.  
[197] Here, while there is no documentary evidence corroborating the existence of  
contracts, either the profit sharing alleged by the defendant or the employment  
contract in Canada alleged by the plaintiff, there is overwhelming documentary  
evidence supporting the conclusion, corroborated by the testimony of Mr. Beal, that  
the defendant was AKNO’s presence in the U.S., in particular AKNO Michigan, and  
was involved in all facets of the Book Tower’s evolution from 2008 until its sale in  
2015.  
[198] The defendant’s evidence was replete with sufficient detail as to give it  
credence as to the tasks she performed including locating the Book Tower,  
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Page 38  
negotiating a purchase price with no subjects (undoubtedly then written by lawyers),  
locating counsel in Michigan, signing offers on behalf of AKNO regarding the  
purchase and then dealing with the city, the tenants still in occupation, insurance  
companies and, ultimately, regulatory bodies capable of making the building more  
valuable through grants or tax relief associated with its heritage status.  
[199] I accept that she located the eventual purchaser without the assistance of a  
realtor and, when negotiations stalled, re-vitalized them so as to bring about the  
sale.  
[200] The defendant’s evidence as to the scope of her contribution was internally  
consistent and in harmony with the voluminous email communications and corporate  
documents in evidence. As well, it was corroborated by Mr. Beal whose testimony  
was forthright and also in harmony with the written documentation.  
[201] Not so for the plaintiff whose evidence was, for the most part, short on detail  
as to events underlying the discovery of the Book Tower and its purchase. He  
offered different versions of its discovery at different points throughout his evidence.  
At one point he suggested Hoss Nouhi had brought it to his attention prior to him and  
the defendant going to Windsor. Earlier, he suggested it was him, not the defendant,  
who observed the Book Tower from across the river and initiated the trip into the U.S  
and subsequent negotiations leading to its acquisition.  
[202] The plaintiff was thoroughly dismissive of all of the defendant’s efforts,  
creditingher only with sole responsibility for AKNO’s failures (Ouellette and  
Muskegon which sold for losses) but denying all credit, other than translation for him,  
in the Book Tower acquisition and sale and the purchase of Market Street.  
[203] While acknowledging that the plaintiff and defendant spoke frequently by  
telephone, the plaintiff initially described those calls as the defendant’s complaining  
about her personal life, not matters relating to AKNO. That does not accord with his  
evidence under oath in the Michigan proceedings where he swore they spoke to  
one another almost daily concerning business.  
Nouhi v. Pourtaghi  
Page 39  
[204] The plaintiff’s dismissive attitude toward the defendant’s role is hard to  
reconcile with his explanation for the lack of a written contract of employment  
between her and AKNO Enterprises. When asked why there was no written contract  
between the defendant and AKNO Enterprises he replied:  
I don’t know. She managed everything. Perhaps I think it wasn’t necessary. I  
don’t know. She handled everything.  
[205] The plaintiff was frequently evasive and needed to be prompted to reply to the  
question asked instead of reframing it so as to refer back to his assessment of the  
defendant’s overall shortcomings. From time to time he responded to a question  
from the defendant’s counsel with his own question, not an answer. It became clear  
from his constantly answering a question before it was interpreted that his  
understanding of English was much better than he represented: the ability to  
exchange pleasantries but little more.  
[206] As to the defendant’s role in the evolution of Book Tower from purchase to  
sale, I accept, in the main, the defendant’s evidence as to the significant role she  
played, although she acknowledged the plaintiff, as owner, had the final say in  
matters such as development versus sale.  
[207] I also accept that the plaintiff verbally encouraged the defendant as she  
performed those tasks in the U.S. and told her that her reward would come from the  
final profits.  
[208] Here to be clear, I accept the evidence of the defendant when she stated:  
Mr. Nouhi always promise me that that I am doing for---separate from Naki in  
AKNO is going to be compensated to me later on when we get the gain and  
profit in the properties, and that’s keep me encouraged me to do more job in  
the time with him and me started.  
[209] What I do not find credible about the defendant’s testimony is her assertion of  
an oral contract entitling her to half of the profits from future ventures. She, like the  
plaintiff’s description of the discussion concerning the defendant’s duties for AKNO  
Enterprises, was extremely vague as to the when, where and what was said of the  
Nouhi v. Pourtaghi  
Page 40  
formulation of the agreement. She wavered in cross-examination as to when it was  
formulated and, by extension, to what projects it extended.  
[210] I note, firstly, the absence of any written reference to the agreement. Nor did  
the defendant share the terms with anyone else, such as her sister Nadia, prior to  
the Book Tower’s sale.  
[211] Following the sale of the Book Tower, when according to the defendant, she  
was due approximately $6,300,000 USD, she never communicated orally or in  
writing with any representative of AKNO Michigan (other than orally with the plaintiff)  
inquiring as to the amount owed to her or asking when payment was to be received.  
She did not advise the escrow agents holding the sale funds of her entitlement to  
receive a portion of them. She did not seek production of the U.S tax filings which,  
according to her counsel’s submissions, were the key to determining her share of  
profit from the sale.  
[212] More importantly, in the documented communications to representatives of  
AKNO Michigan in July, 2016, well after the sale of the Book Tower, no reference  
was made to the alleged agreement but, instead, a detailed proposal for  
compensation not only in respect of the management and eventual sale of Market  
Street but, as well, the sale of Book Tower. The proposed compensation for her role  
in the acquisition and sale of the Book Tower is significantly different than what she  
alleges is due under the agreement.  
[213] Specifically, I reference the defendantsemail to Jim Reinhart, AKNO’s  
accountant, on July 19, 2016. In my view, it significantly undermines her assertion of  
a profit-sharing agreement between her and the plaintiff. In that email, the defendant  
asked Mr. Reinhart for tax information on proposed payments to her arising out of  
the purchase and sale of the AKNO Michigan properties together with the purchase  
of Market Street. She noted neither a realtor nor a broker was engaged in respect of  
those transactions.  
Nouhi v. Pourtaghi  
Page 41  
[214] The defendant then referred to the sale of the Muskegon property, although  
sold at a loss, as part of the total sale proceeds of $25,150,000, and noted that a 1%  
commission amounted to $251,500 and that a 3% commission amounted to  
$754,500. Under the terms of the agreement she alleges, she was entitled to nothing  
in respect of Muskegon given no profit was realized.  
[215] The email goes on to note, referencing the Book Tower, that the total net  
income was 11M”, 1% of which is $110,000, 1.5% is $165,000. In these  
proceedings, she claims a higher amount of net profit; over $12,000,000, and a 50%  
share.  
[216] Market Street was purchased for $7.5 million of which $600,000 went to the  
broker at auction.  
[217] Ultimately, the defendant’s email went on to inquire of Mr. Reinhart:  
If Akno pays me $1,000,000 from the Akno Michigan account, how much  
should I pay the USA government? Beside how much should [I] pay the  
Canadian government? What will be the relation between the tax and work  
visa?  
[218] The defendant attempted to explain the email by saying she was using round  
figures which she could then apply to her actual share of the Book Tower profits but  
her explanation, in my view, defies common sense. There is no reference in the  
email to the alleged profit-sharing agreement so as to inform AKNO’s lawyer of its  
existence. Nor does her explanation stand in harmony with her testimony that in  
December of 2015 her uncle had promised her the Langston property in lieu of the  
profit share agreement she alleges.  
[219] Moreover, the defendants’ email is seemingly in response to an earlier July  
18 email from Mr. Reinhart which begins:  
Hi Nahid,  
You have asked us to provide you with some guidance to assist you with  
working out a fee arrangement with Massimo. Not knowing what general  
understanding you and Massimo may have agreed to, we wanted to provide  
you with the information below.  
Nouhi v. Pourtaghi  
Page 42  
[Emphasis added.]  
[220] Mr. Reinhart's email goes on to offer up a variety of suggestions as to  
compensation relating to both acquisition and disposition fees as well as asset  
management fees. His email provided the perfect opportunity for the defendant to  
reduce into writing and provide to both AKNO’s accountant and lawyer, her  
understanding of the agreement she asserted between her and her uncle. Instead,  
she offered examples of compensation models based on the differing models  
provided earlier by Mr. Reinhart in his July 18 email.  
[221] Given the above exchange occurred almost one year following the sale of the  
Book Tower, these emails significantly undermine the defendant's  
credibility/reliability in asserting an enforceable contract between her and her uncle.  
[222] Rounding out my rejection of the defendant’s evidence on the issue of  
contract is my agreement with plaintiff counsel’s submission that her evidence as to  
the contract was vague on the details. Despite the pleadings referencing a specific  
month, June 2008, as the date of formation, she was less certain in cross-  
examination as to when and where the discussions took place. More importantly,  
she was vague on the words spoken.  
[223] After initially dithering as to the date on which the contract was formulated,  
the defendant ultimately agreed to the suggestion put to her by plaintiff’s counsel  
that the agreement related to the 2006 Pitt Meadows proposed development but,  
without further specifics, that it carried on to the other AKNO ventures in Ontario and  
in the U.S.  
[224] The defendant alleged the agreement, when formulated, related to the more  
expansive search for properties in both Canada and the eastern part of the U.S. The  
Book Tower, however, on her evidence, was discovered by happenstance after she  
and the plaintiff were in Windsor to close the purchase of the Canada Building.  
[225] Further, the suggestion that the plaintiff had promised her Langston in lieu of  
50% of profits is undermined by the same exchange with the AKNO representatives  
Nouhi v. Pourtaghi  
Page 43  
over the consulting contract she sought. If the defendant were receiving Langston or  
the sale proceeds in lieu of her entitlement to a half share of the Book Tower profits,  
why the inquiry as to compensation for Book Tower and the tax consequences in the  
U.S.?  
[226] Finally, it is incongruous that the defendant, after the sale of the Book Tower  
with the consequential reduction in her duties, would receive a significant raise from  
AKNO Canada in 2016/2017 if, in fact, she was contractually entitled to the sum she  
claims is owed her under the agreement alleged. The defendant could point to no  
feature in the operation of the Canada Building to warrant an almost doubling of her  
salary.  
[227] In short, I do not accept the defendant’s version as to the formation of a  
contractual entitlement to a share in corporate profits as she claimed.  
[228] That said, I accept her narrative of her duties over the course of her  
involvement with the plaintiff and AKNO. In particular, I accept that the defendant,  
not the plaintiff discovered both the Book Tower and Market Street on behalf of  
AKNO Michigan.  
[229] The defendant’s overall narrative is more consistent with the objective  
evidence available; specifically, the voluminous collection of emails which supports  
the level of involvement she claims in the AKNO Michigan properties, the evidence  
of Mr. Beal whose evidence I accept unreservedly save for the confessed error as to  
the date upon which he first met the plaintiff, and the absence of any detail from the  
plaintiff as to acts performed by him either while in Michigan or elsewhere that  
advanced the Book Tower’s marketability.  
[230] Despite the contrary evidence of the plaintiff, I accept the defendant  
performed the tasks she described and was far more than an assistant or a  
translator for the plaintiff.  
Nouhi v. Pourtaghi  
Page 44  
[231] The plaintiff’s attendance in North America was sporadic. It is clear the day to  
day management of AKNO Michigan was left to the plaintiff. Her involvement  
spanned approximately seven years.  
[232] The plaintiff could point to no one else, other than the defendant, who  
performed the tasks she described. If it were lawyers or accountants of AKNO  
Michigan, the plaintiff had the opportunity to call such evidence but didn’t.  
[233] Plaintiff’s counsel went on at length to explore what I consider to be minor  
inconsistencies in the evidence of Dr. Pourtaghi explained by the passage of time.  
The discovery of the Book Tower and manner of its acquisition occurred 13 years  
prior to the testimony of each of the principal parties.  
[234] As the trial proceeded and she was challenged on her recollection,  
Dr. Pourtaghi located several documents which she noted refreshed her memory. In  
total, her evidence concerning the Book Tower, from acquisition to sale, presents a  
cohesive and internally consistent narrative.  
[235] As to Market Street, following the failure of Angelica Nouhi and/or Hoss Nouhi  
to find a replacement property in the U.S. so as to avoid the payment of a substantial  
amount of capital gains tax to the U.S. government, I accept the defendant located  
the property and participated in the online auction to acquire it.  
[236] I reject the plaintiff’s evidence his brother sent him a link via email. No email  
was produced, either to the plaintiff or one of his assistants, and Hoss Nouhi, at  
best, could not recall any involvement in locating Market Street.  
[237] Further, despite the plaintiff’s denial I accept that Dr. Pourtaghi was  
encouraged from time to time in her efforts by Mr. Nouhi who, on his own evidence,  
testified to the effect that you do not pay salaries to family from unprofitable  
enterprises. The reasonable inference from that statement is that family was  
rewarded on successful completion of the venture when a profit was realized.  
Nouhi v. Pourtaghi  
Page 45  
[238] Save for my acceptance that the plaintiff never promised the defendant a 50%  
share of profits, I otherwise found the plaintiff anything but credible.  
[239] Harkening back to indicia of reliability/credibility noted in Bradshaw, I note that  
in terms of demeanour, Mr. Nouhi repeatedly evaded answering direct and simple  
questions from counsel. His answers, when freely given, often resulted in a diatribe  
against Dr. Pourtaghi, referring to her alternately as a dentist, inexperienced,  
unknowledgeable, an assistant, and a translator.  
[240] With respect, none of those appellations, save for her professional credential  
as a dentist, fits the profile of Dr. Pourtaghi’s involvement with AKNO Michigan.  
[241] Mr. Nouhi insisted that he was the manager throughout of AKNO Enterprises  
Michigan when, in fact, the evidence of Dr. Pourtaghi and Mr. Beal, coupled with the  
email exchanges I referred to, make clear that it was Dr. Pourtaghi, not the plaintiff,  
who managed the day to day affairs of AKNO Enterprises Michigan. That is not to  
mistake management for ownership. Clearly, the plaintiff ultimately made decisions  
surrounding the sale as opposed to the development of the Michigan properties by  
AKNO.  
[242] The plaintiff’s original characterization of the parties’ frequent telephone calls  
is at odds with previously sworn testimony in the Michigan proceedings.  
[243] The plaintiff claimed, I find erroneously, that the credits eventually acquired  
through the efforts of Mr. Beal and Dr. Pourtaghi came with the building when it was  
purchased”. That bare assertion is discredited by the detail of the defendant’s  
evidence corroborated by Mr. Beal who, unlike others, has no interest in the  
outcome of this litigation.  
[244] Again, were that assertion so, the plaintiff could have called evidence to  
establish it.  
[245] The plaintiff testified as to an agreement between him and the defendant that  
her Canadian salary was to compensate her for all her duties in North America. He  
Nouhi v. Pourtaghi  
Page 46  
stated the agreement as a fact proven rather than providing testimony as to when  
and where the conversations took place. Unlike his two children’s relationship with  
AKNO companies, there was no written contract of employment with the defendant.  
When asked why, he blamed her for the absence.  
[246] Not only did the defendant not have an employment contract, she had no job  
description save for the one she prepared herself in support of a mortgage  
application (after asking one of AKNO Enterprises’ accountants to do it). The  
description references her as a “Sales marketing- Sales Officer” and makes no  
references to the work she performed in the U.S.: specifically, locating and  
negotiating property purchases, dealing with governmental agencies and or locating  
purchasers for properties.  
[247] While such is hardly determinative of the employment agreement in place, it  
gives some insight into the defendant’s understanding of her role with AKNO  
Enterprises in advance of this litigation where the terms of her Canadian contract  
become pivotal in terms of her equitable claim for compensation.  
[248] When asked about the Defendant’s role for AKNO Michigan and AKNO 1010  
Market Street, Mr. Nouhi replied she was given $20-$25,000 to manage  
everything; presumably referring to her Canadian salary. He dismissed her efforts  
concerning the Book Tower noting that the buildings were emptyand carried on to  
say she was used sometimes as a translator and intermediary.  
[249] As to Naki, he stated, alternatively, that the defendant had to pay for her 17%  
interest in the shares and, later in his testimony, that he gave her 13% of the shares.  
Nowhere did he deny the defendant’s evidence that it was always agreed between  
him and her that she would have the Paladin house and the Mainland condo  
regardless of share ownership in Naki.  
[250] When queried as to why the defendant was described as the manager of  
AKNO Michigan in various corporate documents and in email threads to which she  
Nouhi v. Pourtaghi  
Page 47  
was privy, he replied the documents say what they say but she was my assistant.  
The company was mine.  
[251] The Operating Agreement of AKNO Enterprises Michigan Limited LLC  
provided that management of the company was “the full and complete responsibility  
of the management”. Management was the plaintiff and defendant. The plaintiff’s  
evidence was woefully deficient on details of how he managed the company. He  
undoubtedly made the executive decisions but he provided no detail, unlike the  
defendant, of tasks he performed relating to the Book Tower.  
[252] The documentary evidence, together with the oral evidence I referenced,  
confirms that until her removal in October 2017, Dr. Pourtaghi was the manager of  
AKNO Michigan and all of the evidence, save that of the plaintiff, confirms that she  
was far more than an assistant.  
[253] The plaintiff was dismissive of Fred Beal’s involvement, describing him as a  
man who laid a brick and provided maintenance. He denied any intention to have  
AKNO partner with Fred Beal in a joint venture despite the written counter-proposal  
in response to Mr. Beal’s unsolicited offer.  
[254] The plaintiff stated it was the accountant and lawyers who looked after  
obtaining the tax credits but none were called despite some being on the witness list.  
They would have clarified their involvement and likely the involvement of  
Dr. Pourtaghi and Mr. Beal to the discredit of the testimony of Mr. Nouhi.  
[255] He denied Nadia worked as his assistant at any time leaving unanswered why  
she was copied on emails relating to the Book Tower or asked to have the plaintiff  
replenish bank accounts so as to pay AKNO accounts.  
[256] In summary, the totality of the evidence, both the oral testimony I have  
referred to and the documents in evidence, result in my rejection of the defendant’s  
assertion of an oral contract for profit sharing but acceptance, in the main, of her  
description of her efforts for AKNO Michigan and her expectation, based on the  
Nouhi v. Pourtaghi  
Page 48  
plaintiff’s words, that she would be rewarded if the venture succeeded. For the most  
part, for the reasons above, I reject the plaintiff’s evidence.  
The Claim in Contract  
[257] I advised counsel at the close of submissions that I could not find for the  
defendant in contract. I took that somewhat unusual step to preclude her counsel  
from, in my view, attempting to giveevidence in reply submissions interpreting U.S.  
tax filings so as to quantify profit under the agreement. By that time, having heard  
the evidence and counsel’s submissions as to the formationof the alleged contract,  
I was satisfied the defendant had failed to discharge the burden upon her to prove  
the formation of an enforceable contract.  
[258] While no doubt, oral contracts are enforceable and can bind the parties to  
them, for the reasons I have set out above I found the defendant has not proven the  
agreement she alleges.  
[259] The defendant’s vague description of the timing of the agreement, the failure  
to meaningfully identify the words spoken, by whom and where are insufficient, given  
the plaintiff’s denial of any agreement to share profit, to conclude the parties had  
reached consensus.  
[260] Equally, I infer from the defendant’s post-Book Tower sale discussions with  
AKNO’s lawyers and accountants that, while she expected compensation for her  
U.S. efforts, she did not assert then what she asserts now: a contractual entitlement  
to a specified share of the profit derived from the sale.  
[261] Even if I accepted her evidence without reservation, the terms described by  
the defendant in her evidence are incapable of enforcement for uncertainty as to  
their meaning and effect. It is not for the court to fill in the blanksto round out the  
language of the terms so as to provide clarity.  
Nouhi v. Pourtaghi  
Page 49  
[262] I note firstly, the contract asserted is between the defendant and the plaintiff  
personally; not AKNO Michigan, the owner of the Book Tower and adjacent lot and  
the Market Street property.  
[263] Neither party’s submissions addressed how, if at all, that might affect the  
calculation of profit if I had found a contract existed. The profit, net of taxes, for the  
AKNO Michigan might be (and likely is) different from that for the plaintiff. Evidence  
was adduced indicating the proceeds of the sale of Book Tower were distributed as  
loans or return of capital; not a distribution of the profit on the sale. Presumably, the  
plaintiff would be subject to distributive taxes upon payment to him. I am left to  
speculate as to what his profit might be as distinct from AKNO Michigan.  
[264] In Shaw Production Way Holdings Inc. v. Sunvault Energy, Inc., 2018 BCSC  
926 [Shaw], Justice Adair summarized the key principles concerning the formation  
and interpretation of contracts beginning at para. 139:  
[139] The test for intention to create legal relations that is, a valid contract –  
is objective. In Smith v. Hughes (1871), L.R. 6 Q.B. 597, in a widely-cited  
passage, Blackburn J. formulated the test applicable to the question of  
whether parties have effectively agreed to enter into binding legal relations  
and said (at p. 607):  
If, whatever a man's real intention may be, he so conducts  
himself that a reasonable man would believe that he was  
assenting to the terms proposed by the other party, and that  
other party upon that belief enters into the contract with him,  
the man thus conducting himself would be equally bound as if  
he had intended to agree to the other party's terms.  
[140] In one of the leading texts on contract law (G.H.L. Fridman, The Law of  
Contract in Canada, 6th ed. (Toronto: Thomson Reuters Canada, 2011)), the  
author says (at p. 15):  
Constantly reiterated in the judgments is the idea that the test  
of agreement for legal purposes is whether the parties have  
indicated to the outside world, in the form of the objective  
reasonable bystander, their intention to contract and the terms  
of such contract. The law is concerned not with the parties’  
[subjective] intentions but with their manifested intentions. It is  
not what an individual party believed or understood was the  
meaning of what the other party said or did that is the criterion  
of agreement; it is whether a reasonable [person] in the  
situation of that party would have believed and understood that  
the other party was consenting to the identical terms.  
[Footnotes omitted]  
Nouhi v. Pourtaghi  
Page 50  
[265] Here there is no written evidence in support of such an agreement. Given the  
magnitude of the ventures, common sense dictates some reference in written  
communication as to the agreement reached. If not before the sale then certainly  
afterward when, according to the defendant, the profit was earned and the  
calculation of her share was capable of quantification.  
[266] As to the adequacy of the alleged terms as described by the defendant, in  
Berthin v. Berthin, 2016 BCCA 104 commencing at para. 47 Justice Newbury noted:  
[47] Of course, the terms in question must be enforceable i.e., must have a  
definite as opposed to uncertain meaning such that a court can order either  
for damages or for specific performance in the event of breach. There is no  
doubt that courts will “lean heavily against finding contracts void for  
uncertainty” (Copperart Pty. Ltd. v. Bayside Developments Pty. Ltd. (1996) 16  
W.A.R. 396 (S.C., Full Court) at 399, quoted in S.M. Waddams, The Law of  
Contracts (5th ed., 2005), 42 at fn.128). Thus Madam Justice D. Smith  
stated in Frolick v. Frolick, supra:  
An effective agreement requires a meeting of the minds of the  
parties. An enforceable contract requires a consensus  
between the parties on all of the essential terms of their  
agreement. It is the responsibility of the parties, not the court,  
to clearly express those essential terms so “that their meaning  
can be determined with a reasonable degree of certainty”:  
Scammell and Nephew Ltd. v. Outston, [1941] A.C. 251.  
If the parties fail to reach a meeting of the minds on the  
essential terms of their agreement, or fail to express  
themselves in such a fashion that the meaning of the terms  
they agreed upon cannot be reasonably divined by the court,  
then the agreement will fail for lack of certainty. However, the  
requirement of certainty of the terms is always balanced with  
the reality of transactional negotiations. Parties may  
intentionally leave gaps in the terms of an agreement to  
provide for future or mutually satisfactory accommodations. In  
those circumstances, the court should not apply the doctrine of  
certainty so rigidly so that the intentions of the parties to create  
a binding agreement are thwarted.  
Lambert J.A. observed in Griffin v. Martens (1988), 27  
B.C.L.R. (2d) 152 (C.A.) at ¶4: As long as the agreement is  
not to be constructed by the court, to the surprise of the  
parties, or at least one of them, the courts should try to retain  
and give effect to the agreement that the parties have created  
for themselves.” [At paras. 30-32; emphasis added.]  
Nouhi v. Pourtaghi  
Page 51  
[267] Here, even were I to accept the defendant’s evidence as to the words spoken  
by the plaintiff regarding profit-sharing, the brief description of its termsdoes not  
provide sufficient certainty to enforce the alleged contract. Specifically, on her  
evidence, it is unclear if the plaintiff was to retain a 10% increase on the original  
investment or whether he was entitled to a further 10% return on money  
subsequently injected into AKNO Michigan to sustain the losses while the  
investment was not generating income. Was the 10% static, regardless of the length  
of time before the plaintiff realized on the investment?  
[268] The evidence is clear that Book Tower never generated income throughout  
the whole period of AKNO Michigan’s ownership. AKNO invested further, unknown  
sums, each year for a myriad of expenses; taxes, insurance, fees to consultants,  
security, etc.  
[269] The defendant’s submission on damages referenced only the sale price of  
$26,000,000, less the acquisition cost of $5,900,000 (gross $20,100,000), less total  
taxes $6,785,000 ($13,315,000), less a 10% return on the plaintiff’s initial $5.9  
million, leaving profit of $12,725,000. That calculation makes no allowance for  
capital expenditures by AKNO from 2008 to 2015.  
[270] A further ambiguity or uncertainty arises as to what was to happen to the  
defendant’s entitlement if the tax deferral scheme pursued after sale had resulted in  
the purchase of a replacement building. The result would have been something in  
the order of $3,000,000 less paid to the U.S. government at sale but that amount  
would be deferred pending sale of the replacement property. What would the  
defendant receive?  
[271] In the result, I am unable to conclude the defendant has established the  
existence of a contract between herself and the plaintiff. That claim is therefore  
dismissed.  
Nouhi v. Pourtaghi  
Page 52  
Unjust Enrichment  
[272] The alternate claim, if no enforceable contract is found, lies in unjust  
enrichment.  
[273] Underlying the defendant’s claim for unjust enrichment is her assertion that  
absent payment to her for the work I have found she performed for AKNO Michigan  
and AKNO 1010 Market Street, she is entitled to compensation based upon the  
doctrine of unjust enrichment. She asserts the plaintiff was unjustly enriched at her  
expense and there is no juristic reason entitling him to retain the benefit. She seeks  
a monetary award based on quantum meruit.  
[274] The defendant’s work for AKNO Michigan spanned the years 2008, when the  
Book Tower was purchased, until 2017 when she was removed as an officer and  
director. Her work for AKNO 1010 Market Street was briefer, spanning perhaps 18  
months. Following the sale of the Book Tower, and before the acquisition of Market  
Street, the defendant’s salary with AKNO Enterprises Canada rose from $80,000 to  
$142,500 in 2016 and $150,00 in 2017.  
[275] During the period the defendant provided services to all of AKNO’s U.S.  
holdings, I find as a fact that the defendant devoted significant time, energy and  
expertise into the development of the Book Tower and adjacent community centre  
as a project ripe for development by AKNO Michigan or sale to a third party at a  
significant premium over the original purchase price.  
[276] Further, I find it was the defendant, not the plaintiff, who located and first put  
into motion plans for purchase of the Book Tower without a broker or realtor. This  
was indisputably a benefit to the purchaser, AKNO Michigan, and, indirectly, its sole  
owner, the plaintiff.  
[277] I also find as a fact that upon learning AKNO was not intending to develop the  
property but would instead sell to a third party, the defendant played a key role in the  
introduction of the eventual buyer to AKNO with the result AKNO did not incur  
brokerage fees or real estate commission in respect of the Book Tower sale. It was  
Nouhi v. Pourtaghi  
Page 53  
suggested in the evidence that the eventual sale price, reduced on the day of  
closing, might have been, in part, because the seller had no agent but that was not  
in the control of the defendant; the plaintiff decided the eventual sale price.  
[278] I further conclude the defendant played a key managerial role in AKNO  
Michigan and was the face of AKNO in the U.S. during the years of her involvement  
or, at least, until the plaintiff’s children, Alex and Angelica, came on board and began  
to assume roles in AKNO’s U.S. ventures. When asked Alex’s job description, the  
plaintiff described him as a consultant and advisorbut outlined no specific duties.  
[279] Simply put, there was no one else present to perform the duties she claimed  
she performed. If other AKNO representatives performed any of the duties claimed  
by the defendant as part of her contribution, it was open to the plaintiff to call those  
persons to challenge her evidence. Neither Hoss nor Angelica Nouhi testified as to  
any meaningful involvement in AKNO Michigan.  
[280] During the whole time she was providing services to the U.S. ventures, the  
defendant was a paid employee of AKNO Canada and managed, until the sale of  
Ouellette, two commercial buildings in Windsor, Ontario in addition to the role I have  
briefly described in respect of the Michigan properties and later, Market Street.  
[281] I accept the defendant’s evidence that the plaintiff encouraged her ongoing  
efforts on behalf of AKNO in its U.S. ventures and told her, expressly or implicitly,  
she would be rewarded for her efforts.  
[282] The parties each agree upon the legal burden to establish an unjust  
enrichment but disagree as to the application of the legal principles to the parties’  
relationship.  
[283] The leading case of Kerr v. Baranow, 2011 SCC 10 [Kerr] held that in order to  
succeed in a claim for unjust enrichment, a claimant must establish the following:  
a) The defendant (here the defendant by counterclaim) was enriched;  
Nouhi v. Pourtaghi  
Page 54  
b) The plaintiff (here the plaintiff by counterclaim) suffered a corresponding  
deprivation; and  
c) There is no juristic reason for the enrichment of one at the expense  
of the other.  
[284] The third element, lack of juristic reason, has two stages. In Moore v. Sweet,  
2018 SCC 52 at paras. 57-58 [Moore], Wagner C.J.C. noted:  
[57] The first stage requires the plaintiff to demonstrate that the defendant’s  
retention of the benefit at the plaintiff’s expense cannot be justified on the  
basis of any of the “established” categories of juristic reasons: a contract, a  
disposition of law, a donative intent, and other valid common law, equitable or  
statutory obligations (Garland, at para. 44; Kerr, at para. 41). If any of these  
categories applies, the analysis ends; the plaintiff’s claim must fail because  
the defendant will be justified in retaining the disputed benefit. For example, a  
plaintiff will be denied recovery in circumstances where he or she conferred a  
benefit on a defendant by way of gift, since there is nothing unjust about a  
defendant retaining a gift of money that was made to him or her by (and that  
resulted in the corresponding deprivation of) the plaintiff. In this way, these  
established categories limit the subjectivity and discretion inherent in the  
unjust enrichment analysis and help to delineate the boundaries of this cause  
of action (Garland, at para. 43).  
[58] If the plaintiff successfully demonstrates that none of the established  
categories of juristic reasons applies, then he or she has established a prima  
facie case and the analysis proceeds to the second stage. At this stage, the  
defendant has an opportunity to rebut the plaintiff’s prima facie case by  
showing that there is some residual reason to deny recovery (Garland, at  
para. 45). The de facto burden of proof falls on the defendant to show why  
the enrichment should be retained. In determining whether this may be the  
case, the court should have regard to two considerations: the parties’  
reasonable expectations and public policy (Garland, at para. 46; Kerr, at  
para. 43).  
[59] This two-stage approach to juristic reason was designed to strike a  
balance between the need for predictability and stability on the one hand, and  
the importance of applying the doctrine of unjust flexibly, and in a manner that  
reflects our evolving perception of justice on the other.  
[Emphasis added.]  
[285] By virtue of my findings described previously, I conclude the defendant  
has satisfied the first two stages of the test despite the plaintiff’s protestation that  
the services performed were for the benefit of AKNO Michigan and AKNO 1010  
Market Street; not the plaintiff. The plaintiff submits such results in dismissal of  
the claim against the plaintiff personally.  
Nouhi v. Pourtaghi  
Page 55  
[286] With respect to that submission, I note the underlined passage above  
from Moore.  
[287] In Moore, the Supreme Court of Canada found unjust enrichment was  
made out where the relationship between one party’s enrichment and the other’s  
deprivation was not direct. Mr. Moore purchased a term life insurance policy and  
designated his then-wife Ms. Moore as revocable beneficiary. They later  
separated, and entered into an oral agreement that Ms. Moore would pay all of  
the premiums and Mr. Moore would maintain Ms. Moore’s beneficiary  
designation. However, Mr. Moore later designated his new common law spouse,  
Ms. Sweet, as the irrevocable beneficiary of the policy. When Mr. Moore passed  
away, the proceeds were therefore payable to Ms. Sweet. The Supreme Court of  
Canada found that Ms. Sweet had been unjustly enriched and that Ms. Moore,  
who had paid about $7,000 in policy premiums since separation, had suffered a  
corresponding deprivation without a juristic reason.  
[288] In adopting a more flexible approach to remediation for unjust enrichment, the  
majority, per Wagner C.J.C., referenced and adopted the following passage from  
Lac Minerals Ltd. v. International Corona Resources Ltd., [1989] 2 S.C.R. 574  
at 669-70, 1989 34 [Lac Minerals]:  
When one talks of restitution, one normally talks of giving back to someone  
something that has been taken from them (a restitutionary proprietary award),  
or its equivalent value (a personal restitutionary award). As the Court of  
Appeal noted in this case, [the respondent] never in fact owned the [disputed]  
property, and so it cannot be “given back” to them. However, there are  
concurrent findings below that but for its interception by [the appellant], [the  
respondent] would have acquired the property. In Air Canada v. British  
Columbia, [1989] 1 S.C.R. 1161, at pp. 1202-03, I said that the function of the  
law of restitution “is to ensure that where a plaintiff has been deprived of  
wealth that is either in his possession or would have accrued for his benefit, it  
is restored to him. The measure of restitutionary recovery is the gain the  
[defendant] made at the [plaintiff’s] expense.” (Emphasis added.] In my view  
the fact that [the respondent in this case] never owned the property should  
not preclude it from the pursuing a restitutionary claim: see Birks, An  
Introduction to the Law of Restitution, at pp. 133-39. [The appellant] has  
therefore been enriched at the expense of [the respondent].  
[Emphasis in original.]  
Nouhi v. Pourtaghi  
Page 56  
[289] While noting Lac Minerals turned on other issues, Wagner C.J.C. carried on  
at para. 45:  
[45] The foregoing also indicates that the corresponding deprivation element  
does not require that the disputed benefit be conferred directly by the plaintiff  
on the defendant (see McInnes, The Canadian Law of Unjust Enrichment and  
Restitution, at p. 155, but also see pp. 156-83; Maddaugh and McCamus,  
The Law of Restitution, at p. 35-1). This understanding of the correspondence  
between loss and gain has also been accepted under Quebec’s civilian  
approach to the law of unjust enrichment:  
The theory of unjustified enrichment does not require that the  
enrichment pass directly from the property of the impoverished  
to that of the enriched party . . . . The impoverished party looks  
to the one who profited from its impoverishment. It is then for  
the enriched party to find a legal justification for its enrichment.  
(Cie Immobilière Viger Ltée v. Lauréat Giguère Inc., [1977] 2  
S.C.R. 67, at p. 79; see also Lacroix v. Valois, [1990] 2 S.C.R.  
1259, at pp. 1278-79.)  
[Emphasis added.]  
[290] At all material times, the plaintiff was the sole owner of the shares in the  
corporate entities that owned both the Book Tower and Market Street and, in my  
view, was enriched by the defendant’s efforts performed by her for the corporations  
solely owned, directly or indirectly, by him.  
[291] Of importance in reaching the conclusion I have is my acceptance of the  
defendant’s evidence that her uncle frequently encouraged her efforts by telling her,  
in effect, her reward would come.  
[292] As between the evidence of Nadia Pourtaghi and the plaintiff concerning the  
phone call Nadia overheard between the plaintiff and the defendant, I accept Nadia’s  
evidence as to the content and, in particular, the remarks attributed to the plaintiff:  
‘you have nothing in writing’.  
[293] As to proof that the plaintiff benefited from the defendant’s efforts, I note  
some of the profit was returned directly to the plaintiff by way of documented loans”  
that remain unpaid. Other sums were paid, upon the plaintiff’s direction, to his  
children.  
Nouhi v. Pourtaghi  
Page 57  
[294] The defendant took direction throughout from the plaintiff through the frequent  
conversations between them. In concluding the plaintiff benefited from the  
defendant’s actions, I consider the familial relationship between them and their  
historical dealings respecting Naki. In 2012, the plaintiff fulfilled his promise to leave  
ownership of Paladin and Mainland with the defendant by transferring his shares in  
Naki to the defendant without consideration. The defendant testified the plaintiff told  
her it was in recognition of all that she had done for him.  
[295] By that time, 2012, the two buildings comprising the Book Tower and the  
adjacent lot had been purchased.  
[296] Having concluded the defendant has established the first two prongs of the  
test in Kerr, I turn to the third prong: did the plaintiff’s enrichment and the  
defendant’s corresponding deprivation occur absent a juristic reason?  
[297] The plaintiff argues that the defendant’s employment contract with AKNO  
Enterprises Canada provides a juristic reason to resist a finding of unjust  
enrichment: Scott v. Noble, 1994 2096 at para. 17, 99 B.C.L.R. (2d) 137  
(C.A.).  
[298] The plaintiff testified he discussed with the defendant, on numerous  
occasions, that her compensation from AKNO Enterprises Canada covered all of her  
activities for any AKNO venture wherever situate.  
[299] Similar to the defendant’s “descriptionof contractual terms relating to profit  
sharing, the plaintiff provided no detail as to when or where those conversations took  
place or what was discussed that would support his contention of a contract of  
employment with AKNO Canada that covered services to other AKNO entities.  
[300] He testified as to her employment contract as if it were a fact. No details of  
any purported discussion(s) were put to the defendant when examined. The  
questions posed of the defendant simply put to her the assertion that her salary in  
Canada covered all her duties. She denied any such agreement.  
Nouhi v. Pourtaghi  
Page 58  
[301] I note the only other two employees of an AKNO company referenced in the  
evidence, both relatives of the plaintiff, had written contracts which, according to  
Angelica Nouhi’s evidence, covered both the compensation paid to her and her  
brother but, as well, the job duties of each of them. Those contracts were never  
produced in evidence.  
[302] While hardly determinative of the issue as to what duties the defendant’s  
Canadian salary covered, I note the defendant’s job description, which the defendant  
herself prepared in 2016 in support of a credit application, did not reference the  
duties I have found she performed in the U.S.  
[303] Similar to the dilemma facing the defendant in seeking to establish a profit-  
sharing arrangement with the plaintiff, there is no reference in correspondence or  
email between the plaintiff or his representatives that gives credence to his  
suggested terms of the defendant’s Canadian employment.  
[304] The plaintiff’s expenses in the U.S. were accounted for and paid for by the  
U.S. enterprise; not the Canadian one.  
[305] In the end, I have only the plaintiff’s testimony, countered by hers, as to the  
scope of her duties for which she was paid in Canada. I have earlier remarked and  
provided reasons as to why I found the plaintiff to be an unsatisfactory witness. I find  
the plaintiff has not established that defendant’s compensation from AKNO Canada  
was in respect of her efforts on behalf of AKNO Michigan or AKNO 1010 Market  
Street.  
[306] While the defendant has to establish the absence of a juristic reason, when  
the stated juristic reason is contractual relations between the deprived and the  
enriched party, or in this case, the corporation that the enriched party owns and  
controls, common sense indicates the burden falls on the enriched party to establish  
the contract; not for the deprived party to prove a negative.  
[307] Accordingly, subject to the plaintiff’s submissions that the defendant cannot  
recover owing to the provisions of the RESA or that the claim is statute barred, I find  
Nouhi v. Pourtaghi  
Page 59  
the elements of unjust enrichment have been proven by the defendant as against  
the plaintiff.  
Real Estate Services Act  
[308] The plaintiff argues, regardless of whether an unjust enrichment is found, the  
defendant is not entitled to an award or remedy in quantum meruit based upon the  
provisions of the RESA. In particular, the plaintiff argues s. 4(1) of RESA makes  
clear that an unlicensed person, such as the defendant, cannot claim compensation,  
including a claim founded in quantum meruit, for real estate services as described  
and defined in s. 1.  
[309] In particular, s. 4(1) reads:  
No recovery of remuneration by unlicensed person  
4 (1) No action may be brought or continued for remuneration in relation to  
real estate services unless, at the time the real estate services were  
provided, the person claiming the remuneration was  
(a) licensed under this Part to provide those real estate services, or  
(b) exempted by this Act or the regulations from the requirement to be  
licensed under this Part in relation to the provision of those real estate  
services.  
(2) Subsection (1) does not apply to an action brought against a brokerage in  
relation to real estate services if the action is brought by a person who is  
licensed, or otherwise authorized, under the laws of a jurisdiction other than  
British Columbia to  
(a) provide those real estate services, and  
(b) act in a capacity equivalent to that of a brokerage under this Act.  
[310] The defendant’s claim for equitable compensation is based, primarily, on her  
effort in acquiring and selling at a substantial profit the Michigan properties together  
with her management of both the Michigan and Missouri properties from 2008 until  
2017.  
[311] It is not disputed that the services described both in the pleadings and the  
evidence in relation to both the Michigan and Missouri properties are captured in s. 1  
of RESA as real estate services. Nor is it disputed that the defendant never  
possessed the required licensing.  
Nouhi v. Pourtaghi  
Page 60  
[312] The plaintiff argues “that taken together, these provisions, (s. 1 and s. 4)  
preclude an unlicensed person, such as the defendant, from receiving remuneration  
for a variety of real estate services, including managing a leased property or finding  
real property.  
[313] The defendant argues the provisions of RESA are not applicable to services  
provided outside of British Columbia but cited no authority in support of that  
proposition.  
[314] However, s. 2.1(1) of the Real Estate Services Regulation, B.C. Reg  
506/2004, exempts employees from the licensing requirements where real estate  
services are provided to or on behalf of a principal by an employee so long as the  
employee does not provide real estate services to or on behalf of any person other  
than the principal.  
[315] In my view the evidence establishes that the defendant was, at the relevant  
times, an employee of AKNO Michigan and AKNO 1010 Market Street. There are  
various legal tests to determine whether an employer-employee relationship is made  
out: Palmer v. Clemco Industries Inc., 2010 BCSC 230 at paras 40-44 [Palmer]. One  
commonly applied test is the organization test, which considers whether the  
individual’s work was integral to the business or merely accessory to it: Palmer at  
para. 43. In the present case, the defendant was clearly integral to AKNO Michigan’s  
business such that I find she was an employee.  
[316] The defendant’s business expenses were expensed against the company for  
whom she was providing services at any given time. She was issued an Amex credit  
card for her travels in the U.S. She was provided with a computer, grudgingly it  
would seem from later email threads, paid for with AKNO funds. She was an officer  
and director of both American companies.  
[317] She was, in the eyes of Mr. Beal, AKNO’s representative in dealing with Book  
Tower. She was described in AKNO Michigan’s governance documents as part of  
the management team.  
Nouhi v. Pourtaghi  
Page 61  
[318] Hoss Nouhi was asked, originally, about the defendant’s employment with his  
brother; he replied she was employed by AKNO U.S. Plaintiff’s counsel; not Hoss  
Nouhi, introduced the Canadian company into the discussion.  
[319] The plaintiff, when discussing the absence of a written contract embracing all  
the defendant’s duties, said she “managed everything. Logically, such applies to the  
American ventures.  
[320] While she managed everything, she answered only to the plaintiff whether in  
Ontario, Michigan or Missouri. He provided instructions she carried out as an  
employee; not an independent contractor.  
[321] Here, in respect of the transactions/services for which compensation is  
sought, the defendant’s principal was, at all times and in all jurisdictions, the plaintiff.  
She was not an unlicensed broker/realtor providing services to a variety of  
principals.  
[322] The corporate documents in evidence establish that the defendant was an  
officer and manager of AKNO Michigan until she was removed as same in October  
2017. She provided services until her removal.  
[323] As I found, the defendant held herself out and was, in fact, AKNO Michigan’s  
sole employee from 2008 until its sale. That she was unpaid makes her no less an  
employee. The plaintiff was, at all times, her principal acting in his capacity as  
president and the guiding mind of AKNO’s U.S. ventures.  
Is the Claim for Unjust Enrichment Statute Barred?  
[324] The plaintiff argued that the defendant’s claims are statue barred, noting that  
the pleadings allege the plaintiff breached his contractual obligations regarding  
sharing the profit from Book Tower in 2015 following completion of its sale.  
[325] Given my conclusion no enforceable contract existed, it is hard to see how  
the 2-year limitation contained in the Limitation Act, S.B.C. 2012, c. 13 [Limitation  
Act] has application to the remaining claims of unjust enrichment and slander of title.  
Nouhi v. Pourtaghi  
Page 62  
[326] The evidence clearly established that the defendant continued to provide  
services (establishing an enrichment) to the defendant, indirectly, by virtue of her  
continuing work in the acquisition and management of Market Street up to and  
including October of 2017 when she was removed as an officer and director of both  
of the AKNO U.S. ventures. The counterclaim was filed in October of 2018, well  
before the expiry of the two-year limitation contained in s. 6(1) of the Limitation Act.  
[327] Similarly, the cause of action for slander of title began when the plaintiff  
caused CPLs to be filed against the Mainland and Paladin properties following  
issuance of the NOCC and then again, after the court order for the removal of same.  
[328] In summary, the defendant’s equitable claim and Naki’s claims are not statute  
barred.  
Quantum Meruit  
[329] The personal defendant framed the claim for a monetary award as follows:  
By reason of the events described herein, a benefit was conferred on Nouhi  
at the request of Nouhi and was freely accepted by him. Nouhi must  
compensate Pourtaghi for the reasonable value for those services at the time  
they were rendered on the basis of quantum meruit, which is the market price  
or value of those services.  
[330] Where it has been shown that a person, such as the plaintiff here, has been  
unjustly enriched by the efforts of another, quantum meruit is an equitable monetary  
remedy based on the market value of the services rendered by the “deprived party”.  
[331] Restitutionary quantum meruit claims provide recovery where in situations, as  
I have found here, contract is inapplicable but, nonetheless, the claiming party has  
demonstrated an entitlement in respect to work performed or services rendered for  
the benefit of another without juristic reason.  
[332] Here, I find that the work performed by the defendant in the U.S. was at the  
request of and for the benefit of the plaintiff, directly or indirectly as noted earlier.  
Nouhi v. Pourtaghi  
Page 63  
[333] The assessment of the claiming party's entitlement is based on the value of  
the benefit obtained by the receiving party, not the loss to the deprived party: Bond  
Development Corp. v. Esquimalt (Township), 2006 BCCA 248 at para. 22.  
[334] Equitable remedies, as noted in Infinity Steel Inc. v. B & C Steel Erectors Inc.,  
2011 BCCA 215 [Infinity Steel], are flexible remedies which “must respond to various  
situations in various ways, so as to “deal with different circumstances according to  
principles rooted in fairness and good conscience”” (at para. 20, quoting Pacific  
National Investments Ltd. v. Victoria (City), 2004 SCC 75 at para. 13).  
[335] There, as here, a contractual remedy has been rejected but, nonetheless, a  
finding of unjust enrichment has been made. The appropriate measure of damages  
was later described by Justice Huddart in Infinity Steel at para. 21 as follows:  
[21] From this recent judgment, I derive the lesson that a trial judge’s first task  
after rejecting a contractual remedy and finding unjust enrichment is to  
determine what measure is appropriate to remedy the unjust enrichment in all  
the circumstances of the case. Judges have described the appropriate  
measure in many ways: “the amount [the claimant] deserves” or “what the job  
is worth” (Ketza Construction Corp. v. Mickey, 2000 YTCA 4 at para. 13); “the  
value of the benefit obtained by the defendant” or “the reasonable market  
value of the services” (Bond Development Corp. v. Esquimalt (Township),  
2006 BCCA 248 at paras. 22 and 37); the “fair value of the services  
rendered” (Deglman v. Brunet Estate, [1954] S.C.R. 725 at 735; Consulate  
Ventures Inc. v. Amico Contracting & Engineering (1992) Inc., 2007 ONCA  
324 at para. 105); “the value of his services to the defendants” (Palethorpe v.  
Bogner, [1995] B.C.J. No. 2311 at para. 23). Recently, in Aerovac Systems  
Ltd. v. [Darwin] Construction (Western) Ltd., 2010 BCSC 654, Savage J.  
came to this conclusion at para. 49:  
[49] In my view these authorities support the view that the  
court has a broad discretion in determining the appropriate  
method to apply in calculating a quantum meruit claim.  
Estimates, reasonable costs and expenses, quoted rates,  
abortive negotiations on price, and expert opinions are all  
methods which a court can utilize in determining a fair value  
for the services rendered. This is not a closed list. The  
appropriate method or methods to use in any individual case  
will depend on the evidence before the court.  
[Emphasis added.]  
Nouhi v. Pourtaghi  
Page 64  
[336] Finally, the remedy selected must meet the circumstances of each particular  
case. Important factors will include the course of dealings between the parties:  
Infinity Steel at para. 22.  
[337] Here, in assessing the course of dealings between the parties, I take note not  
only of the services provided by the defendant for which I found she was unpaid, but  
also benefits conferred by the plaintiff upon the defendant outside the scope of any  
legal obligation on his behalf.  
[338] Notably, in 2004 Naki Enterprises was formed and the defendant issued 17%  
of the shares without any capital contribution. The plaintiff injected an unknown  
amount of capital into Naki to acquire, ultimately, six separate properties not  
including the Mainland apartment.  
[339] In 2012, the plaintiff voluntarily transferred his remaining ownership of Naki to  
the defendant. The value of that is unknown but was not inconsequential. At the time  
of the share transfer, the defendant recalled the plaintiff said to her, this is for all  
you have done for me, or words to that effect.  
[340] At the time of the gratuitous share transfer, the plaintiff was under no legal  
obligation to transfer the shares. Any promisehe had made and the  
commencement of the parties’ arrangement respecting his 83% shareholding in Naki  
was without consideration on the defendant’s part.  
[341] Clearly the plaintiff felt some correlation between the defendant’s efforts up  
until 2012 and the transfer of ownership of the entirety of Naki’s shares.  
[342] As well, the plaintiff contributed a substantial amount to the education of both  
of the defendant's children resulting, indirectly, in a benefit to the defendant who,  
otherwise, might have funded their endeavours.  
[343] In my view, the defendant led no admissible evidence which provides for a  
pure mathematical calculation of the value of her services. The defendant submits I  
Nouhi v. Pourtaghi  
Page 65  
can refer to the draft consultation agreements as evidence of the value of the  
services as suggested in the accompanying email.  
[344] I agree with the plaintiff that the email exchange between the defendant and  
AKNO’s lawyer/accountant is not admissible for the proof of the content as to the  
brokerage charges AKNO might have incurred had it used a broker/agent for the  
acquisitions or dispositions in which the defendant participated. In between the date  
of purchase and sale of the AKNO Michigan holdings, the defendant was actively  
and continuously engaged in work which enhanced the marketability of AKNO  
Michigan’s holdings. Obviously, market forces also had much to do with the  
difference in value from acquisition to sale.  
[345] Nor did the defendant call expert evidence on the question of what the  
reasonable comparable compensation would be for someone performing the duties I  
have found the defendant performed for AKNO Michigan. Instead, the defendant  
points to commissions charged by third party agents/brokers for similar work as that  
performed by the defendant. Specifically, the defendant noted the real estate  
commissions the vendor paid in respect of the purchase of Ouellette, the auctioneer  
and vendor commissions in respect of Market Street and the commission on  
Langston Street.  
[346] With respect, the defendant, for reasons I referred to above, was never an  
independent agent acting for a commission (if she were, her claim would likely run  
afoul of RESA). Rather, she acted as an in-house employee of AKNO Michigan. She  
was reimbursed for all expenses she incurred on behalf of AKNO Michigan.  
[347] As such, the loss to the defendant is the salary reasonably payable to her in  
respect of those duties she performed.  
[348] The only evidence as to compensation paid to an AKNO employee  
performing, or contracted to perform similar services to that provided by the  
defendant, is Angelica Nouhi's contract with AKNO U.S. Her job description as she  
Nouhi v. Pourtaghi  
Page 66  
described it in her evidence is similar to the work actually performed by the  
defendant.  
[349] The plaintiff suggests that if, as I have found, a monetary award is  
appropriate, then I should conclude the defendant’s total entitlement is something  
less than Angelica Nouhi’s compensation because of Ms. Nouhi’s superior  
qualifications and the appropriate compensation in this litigation for her efforts ought  
to be reduced to consider the salary paid to her by AKNO Canada.  
[350] With respect, I reject that characterization. Despite the lofty description of her  
job duties, as at the date of trial Angelica Nouhi oversaw, as opposed to performed,  
the day to day management of Market Street and, up until its sale in 2019, the  
Canada Building. Both have professional management companies in place. Unlike  
the defendant, despite being paid to do so following the sale of the Book Tower, she  
has not located any potential investments for AKNO to replace the portfolio acquired  
during the defendant’s tenure.  
[351] Angelica Nouhi testified her salary was $100,000 USD annually at the time  
the defendant stopped working on AKNO’s behalf. Currently she earns $120,000  
USD despite a diminished real estate portfolio; one overseen by professional  
property managers in a different state from where Angelica Nouhi resides.  
[352] Angelica Nouhi’s duties, according to her verbal testimony, included working  
for other AKNO ventures, presumably referring to her oversight of the Canada  
Building upon the defendant’s departure until its sale in 2019, but she provided  
nothing more to detail what she actually did beyond overseeing the two properties in  
Ontario and Missouri.  
[353] Here, the defendant's duties, in the main, performed between 2008 and 2015  
in the U.S. seem, by comparison, more valuable than those described by Angelica  
Nouhi. Her Canadian salary prior to Book Tower’s sale, grew gradually to  
approximately $80,000 then, following the Book Tower sale, rose to $142,500 in  
2016 and $150,000 in 2017.  
Nouhi v. Pourtaghi  
Page 67  
[354] There is a dispute as to whether the pay increase was self-help on the part of  
the defendantthat is to say she unilaterally raised her salary in response to the  
plaintiff's failure to compensate her for her contribution to the highly profitable sale of  
the Book Toweror whether her salary was raised consensually with the plaintiff.  
The defendant says the plaintiff authorized the increase; the plaintiff denies it.  
[355] Frankly, although there appears little reason warranting such a sizeable  
increase, the spreadsheets for AKNO Canada were provided to the plaintiff quarterly  
through one of his assistants. The plaintiff acknowledged reviewing same but says  
he didn’t notice the increase until 2017, presumably giving rise to the email asking  
for repayment. Given the increase began in 2016 and would have appeared in the  
quarterly statements of AKNO Canada throughout 2016, such is hard to fathom.  
[356] Given there is no claim before me concerning AKNO Canada’s alleged  
‘overpayment’, it is unnecessary to decide this collateral issue. Her enhanced salary  
from Canada forms no part of my consideration as to the appropriate award for her  
unpaid services in the U.S.  
[357] Assuming, for the moment, the two AKNO U.S. ventures for which the  
defendant provided services paid the defendant a salary similar to that paid Angelica  
Nouhi in 2017, monetary compensation would amount to approximately $900,000  
USD for the years 2008 until 2017.  
[358] Just as Angelica Nouhi’s income increased over time from $100,000 in 2017  
to $120,000 in 2021, the defendant’s income would likely have started lower and  
increased over the years had she remained with the U.S. ventures. Hence, her  
compensation in 2008 would likely be less than $100,000 annually.  
[359] Further, unlike Angelica Nouhi, the defendant’s efforts on behalf of the U.S.  
ventures were part timegiven she had paid employment in Canada and obviously  
devoted some of her time and energy in respect of the two Ontario buildings. With  
that said, I find the defendant worked tirelessly on behalf of AKNO Michigan and, her  
Nouhi v. Pourtaghi  
Page 68  
description of her job performance in the U.S., which I accept, far exceed the duties  
and results achieved by Ms. Nouhi.  
[360] In assessing a proper award in equity, some recognition needs to be given to  
the plaintiff’s generosity given the defendant’s acknowledged correlation between  
the share transfer in 2012 and the work she had done to date, including locating and  
acquiring the Book Tower and community centre. In the parlance of Infinity Steel, in  
crafting an appropriate remedy one looks to the entire course of dealings between  
the parties.  
[361] In arriving at what I consider to be a just award given the above  
considerations, it is my view that I am entitled, indeed obliged, to take into  
consideration the gratuitous transfer of Naki’s shares in 2012 and to discount the  
salary otherwise payable to defendant for her U.S. endeavours to recognize the part  
time nature of the work: Moyes v. Ollerich, 2005 CarswellBC 2633 (B.C.C.A.)  
[Moyes].  
[362] In Moyes, the B.C. Court of Appeal upheld an award of $125,000 from the  
estate of the plaintiff’s stepmother after concluding the bequest in the decedent’s will  
of $25,000 to the plaintiff was insufficient to redress the unjust enrichment of the  
decedent by virtue of the services provided by the plaintiff to her during the latter  
stages of her life. The following paragraphs from the trial judge were quoted in the  
judgment upholding the award:  
[20] In this case, there is no evidence to suggest that a monetary award  
would be inappropriate or unfair. In determining the amount of the award, the  
whole of the mutually supportive relationship between the plaintiff and her  
step-mother, in addition to the specific services provided by the plaintiff to her  
step- mother, in addition to the specific services provided by the plaintiff to  
her step-mother since at least 1989 should properly be taken into account…  
[22] Taking all of the evidence into account, including the $25,000 specific  
bequest already received by the plaintiff, I have concluded that the award to  
the plaintiff for unjust enrichment should be a further $125,000.  
[363] As to my reference to the part time nature of the defendant’s provision of  
services to AKNO U.S. given her Canadian salary, that does not mean subtracting  
Nouhi v. Pourtaghi  
Page 69  
her Canadian salary from that which would otherwise be due to her but rather to  
reflect her less than full time efforts on behalf of AKNO’s U.S. ventures. I conclude a  
fair award based in quantum meruit is $400,000 USD. That amount should be  
converted to Canadian dollars based on the exchange rate posted by the Royal  
Bank of Canada as at the date of the release of these reasons for judgment.  
Slander of Title and Abuse of Process  
[364] The plaintiff's original NOCC alleged a number of causes of action, including  
the allegation that the defendant held all of her Naki shares in trust for the plaintiff  
either on the basis of express or resulting trust. Based upon that pleading, CPLs  
were placed on both the Mainland and the Paladin properties.  
[365] The defendant brought an application for their removal and, in reasons  
indexed at 2019 BCSC 794, Matthews J. ordered the discharge of the CPLs noting  
at para. 55:  
[55] The pleadings are inadequate, in their present form, to disclose a claim  
for an interest in land based on a constructive trust and the amended notice  
of civil claim does not disclose a claim for any other interest in land.  
Consequently, the certificates of pending litigation were not valid when filed  
as required by s. 215 of the Land Title Act. The certificates of pending  
litigation are cancelled.  
[56] As I have found that the pleadings do not disclose a claim for an interest  
in the Pourtaghi Properties or the Naki Properties, it is not necessary to  
address the Rule 9-6(4) avenue to cancel the certificates of pending litigation  
nor to consider cancelling them based on hardship and inconvenience  
pursuant to s. 256 of the Land Title Act.  
[366] She went on to similarly dismiss the cross application brought by the plaintiff  
for a Mareva injunction over the subject properties.  
[367] The plaintiff then appealed that judgment while concurrently obtaining leave  
to amend the NOCC. After filing the amended NOCC, fresh CPLs were filed against  
the same properties. Nonetheless,