[49]
[50]
It is not possible to determine with precision what the fair market value of the Property would
have been if it had been put on the open market for a 3-9 month period back in 2014. What
can be determined is whether the price obtained was substantially below fair market value and
whether reasonable precautions were taken for the sale.
Back in March 2014, there were a number of opinions available concerning what a fair price
might be for the Property: Coldwell Banker had provided a valuation of $1.2 million to $1.4
million in June 2013, less than a year before the sale; Nik Poulimenos gave an opinion of
between $1.5 million and $2.2 million; Peter Ioannidis identified $1.3 million (based on the
Coldwell Banker opinion); and Steve Ioannidis thought $2.0 million. Mr. Parsons’s valuation
of $2.2 million is close to the value identified by Steve Ioannidis and matches the high-end of
Nik Poulimenos’s assessment. And then there were the actual bids received, which ranged
from $1.25 million to $1.8 million. It is very difficult to compare all of these valuations as
they were arrived at during various times, using different approaches and assumptions.
However, I am not satisfied that the purchase price was so low that it would support a
conclusion that this was an improvident sale and did not represent the Property’s true value.
Ultimately, the Property was sold to an “arm’s length” purchaser, following the receipt of
competing bids, for a price that fell right in the middle of the range of these valuations.
[51]
In assessing the conduct of Steve Ioannidis, it is my opinion that he carried out his duties to
take reasonable steps to obtain the fair market value of the Property. He retained a licensed
real estate agent to make inquiries of interest, to provide an opinion as to the value of the
Property, and then to engage with agents for potential buyers. While the Property was not
listed on the open market, Steve Ioannidis did not want it publicly listed because he was
concerned about tenants leaving if they discovered that the building was being put up for sale.
Nik Poulimenos contacted six agents with clients interested in commercial properties. Two
arm’s-length bidders made competing bids. The $1.725 million was not the first and only offer
received. That price was reached only after counter-offers were made. Although the sale of
the Property happened relatively quickly, I am satisfied that reasonable precautions were taken
when selling the Property in the circumstances. Thus, even if a higher price could have been
obtained by having the Property sit on the market for a longer period, I conclude that the
ultimate purchase price was not substantially below fair market value at the relevant time. I
find that the price paid was adequate and that Steve Ioannidis and Nik Poulimenos, on Steve’s
behalf, exercised reasonable diligence leading up to the transaction: D'Atri v. Chilcott (1975),
7 O.R. (2d) 249 (Ont. H.C.), at para. 32. Finally, as a 1/3 partner who would share in the sale
proceeds, Steve Ioannidis also had an interest in obtaining the highest price for the Property.
Given the dissolution of the Partnership and the need to wind-up the business of the firm, I
am of the view that he was not required to wait up to 9 months to see if a better offer might
be received.
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