2023 QCCA 1375, 2023 QCCA 1375

Sigounis c. Sigounis 2023 QCCA 1375 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No.: 500-09-030015-226 ( 500-11-052150-170 ) MINUTES OF HEARING DATE: November 3, 2023 CORAM: THE HONOURABLE MARIE-FRANCE BICH, J.A. ROBERT M. MAINVILLE, J.A. JOCELYN F. RANCOURT, J.A.

APPELLANT COUNSEL Argyro Sigounis Mtre LÉO DI BATTISTA ( Zaurrini Avocats ) Mtre DOMINIQUE ZAURRINI Mtre RACHEL MUZAIC ( Zaurrini Avocats ) Absent RESPONDENTS COUNSEL Dimitrios (Jimmy) Sigounis Mtre LOUIS GEORGES BRUNET ( Gagnon, Brunet & Kilani ) ELENI MAKRIDIS (sigounis), in her quality of liquidator of the estate of the late Nicolas (Nicholas) Sigounis and in her quality of designated particular and universal legatee in virtue of the last will and testament of the late Nicolas (Nicholas) Sigounis subject to the decision to exercise an option with respect to the estate of the late Nicolas Sigounis Mtre ROBERT PANCER ( Phillips Friedman Kotler ) IMPLEADED PARTIES

Amalia sigounis 114753 CANADA INC. 114754 CANADA INC. 136585 CANADA INC. CHENOY DELICATESSEN & STEAK HOUSE INC. CHENOY DELICATESSEN & STEAK HOUSE

(1976) LTD. CHENOY FOOD NETWORK INC. N.K.D.S. CONSULTANTS & INVESTMENTS INC. ABSENT AND UNREPRESENTED On appeal from a judgment rendered on March 18, 2022 by the Honourable Michel A. Pinsonnault of the Superior Court , District of Montreal . NATURE OF THE APPEAL: Bankruptcy ─ Oppression remedy granted. Motion by the appellant to file a procedure and exhibits (Article 377 C.C.P. ). Clerk at the hearing : Anne Dumont Courtroom: Louis-H.-Lafontaine HEARING 9:32 Commencement of the hearing. Continuation of the hearing held on October 31, 2023. The parties were excused from appearing in Court.

BY THE COURT: Judgment – see page 4. Conclusion of the hearing. Anne Dumont, Clerk at the hearing JUDGMENT

[ 1 ] Argyro Sigounis (“Argyro”) appeals the March 18, 2022, judgment rendered by the Honourable Michel A.

Pinsonnault of the Superior Court, District of Montreal, granting in part the application brought by her brother Dimitrios (Jimmy) Sigounis (“Jimmy”). [1] BACKGROUND [ 2 ] Their deceased father, Nicolas Sigounis (“Nicolas”), as well as Argyro and Jimmy have various direct and indirect shareholding interests in seven corporations forming part of what the trial judge designated as the “Chenoy Corporations”. [2] Amalia Sigounis, an impleaded party and Argyro’s and Jimmy’s sister, also has direct and indirect shareholdings interests in the Chenoy Corporations.

However, she did not participate in the proceedings in the Superior Court nor in this appeal. [ 3 ] Most of these corporations are inactive and possibly insolvent. However, one of these corporations [3] owns a property in Dollard-des-Ormeaux that, according to the findings of the trial judge, could be worth more than $5 million dollars (the “DDO Property”). Another corporation [4] operates a restaurant on the DDO Property (the “DDO Restaurant”).

The DDO Restaurant, which has been in existence for many decades, is the last of many that, at one time or another, operated under the Chenoy’s banner . [ 4 ] The appellant, Argyro, has worked at the DDO Restaurant since she was a teenager and has acted as its manager for many years. Her brother Jimmy has in the past supplied the Chenoy’s banner restaurants with products, but he has not held an active role in the actual operations of the DDO Restaurant.

For many years Jimmy has been seeking the liquidation of the Chenoy Corporations, as the operations of the sole remaining restaurant do not appear to be profitable, while the land and other immoveable assets of the Chenoy Corporations are of significant value. In December of 2012, his father, Nicolas, the founder and principal shareholder of the Chenoy Corporations, initially agreed to a liquidation in what the trial judge designated as the “Costas Agreement”. [5] However, he subsequently reneged on his undertaking.

Rather, he teamed up with his daughter Argyro, the sole manager of the last remaining restaurant under the Chenoy’s banner, to defeat any measures that could lead to a liquidation. [ 5 ] Jimmy eventually initiated an oppression application seeking the liquidation of the Chenoy Corporations and alleging numerous instances in which his father and sister oppressed him within the framework of these corporations.

A trial lasting 13 days was eventually held before Pinsonnault, J. to adjudicate the matter. [ 6 ] The factual context of the oppression application is convoluted and complex and is described at length in the judgment in first instance. It need not be reiterated here.

It suffices to note that the parties are involved in a major family dispute with respect to their interests in the seven intervening corporations. [ 7 ] In addition to the complex family dispute pitting the father, Nicolas, and his daughter Argyro, on the one hand, against Jimmy, on the other hand, the case has been further complicated by the unfortunate demise of the father during the proceedings.

Eleni Makridis- Sigounis (“Eleni”), his widow and the mother of the two disputing siblings, is the liquidator of his estate and his universal legatee under his last will and testament. [ 8 ] Unfortunately, the estate appears to be insolvent because of a recent transaction entered into before the father’s demise, by which he, Nicolas, transferred to his daughter Argyro his most valuable assets, namely his entire shareholding in the Chenoy Corporations.

In her capacity as Defendant in Continuance of Suit as liquidator of Nicolas’ estate, Eleni seeks, inter alia , the cancellation and annulment of the transfer of Nicolas’ shareholding to their daughter Argyro and a judicial declaration that the estate holds Nicolas’ prior shareholding interests in the Chenoy Corporations. In separate legal proceedings, Jimmy also seeks the annulment of this shareholding transfer.

Eleni further seeks the appointment of a liquidator to certain of the Chenoy Corporations, including for the purpose of proceeding with the liquidation of the corporation that holds the main asset of value, namely the DDO Property. [ 9 ] The trial judge decided to first deal with Jimmy’s oppression claims, with the understanding that the issues raised by the mother Eleni – including the annulment of the shareholding transfer between Nicolas and Argyro – as well as Jimmy’s action to annul that transfer, would be decided, on the consent of the parties, in a separate hearing to be held later. [ 10 ] The March 18, 2022, judgment under appeal thus only concerns Jimmy’s oppression application.

THE TRIAL JUDGMENT [ 11 ] After conducting a thorough review of the evidence before him, the trial judge concluded that there were continued and repeated acts of oppression by Nicolas against Jimmy with respect to the Chenoy Corporations. He further concluded that Argyro had been complicit with her father in his acts of oppression, had willfully assisted him in these acts and, in certain circumstances, had directly participated in them. [ 12 ] The judge specifically identified the following cases of oppression: [6]

i) the refusal to implement the Costas Agreement, which provides for an orderly liquidation of the Chenoy Corporations; ii) the failure and refusal to respect side agreements reached in the context of the settlement of litigation with Nicolas’ brother Costas, including the “Acknowledgement” document under which Nicolas made substantial commitments to Jimmy to entice him to partake in the settlement; these commitments were never subsequently honoured by Nicolas; [7] iii) the unauthorized financing by Nicolas of a country house belonging to one of the corporations, which financing was made without Jimmy’s consent and over his objections; iv) the unlawful attempts by Nicolas to transfer shares of one of the corporations, as well as the intellectual property of the Chenoy Corporations, to a third-party company that he controlled through his wife;

v) the refusal to consider third-party offers to purchase the DDO Property in order to advantage Argyro;

vi) the unauthorized execution and publication of a lease for the DDO Property; vii) the undisclosed appropriation and use of corporate funds for unauthorized purposes, to the advantage of both Nicolas and Argyro and to the prejudice of Jimmy; viii) the failure to disclose financial transactions to Jimmy and to obtain proper authorizations for these transactions; and ix) the failure to render any accounting regarding the operations of the DDO Restaurant. [ 13 ] In light of the protracted family dispute surrounding the Chenoy Corporations and the clear impasse in which the family members find themselves regarding these corporations, the judge concluded that a decisive solution was required to bring the matter to a final resolution. [ 14 ] The trial judge dismissed the idea of a buy-out of Jimmy’s shares by Argyro since he found that she did not have the required funds to carry out such a transaction and that, in any event, a buy-out option was neither acceptable nor realistic.

Moreover, the judge found that no reliable evidence had been presented regarding the fair market value of Jimmy’s shares as the expert reports relied upon by Argyro were based on questionable unaudited financial statements.

Additionally, no witness had testified to convincingly substantiate the figures appearing on these financial statements. [ 15 ] Considering all the circumstances, the trial judge concluded that the most logical and suitable solution to provide proper and fair relief from the acts of oppression Jimmy sustained was to order the liquidation of the six Chenoy Corporations [8] that were governed by the

Canada Business Corporations Act , [9] including the corporation holding the DDO Property. [10] [ 16 ] As for the seventh corporation of the group, [11] which operates the only remaining active business, namely the DDO Restaurant managed by Argyro, and which is governed by the Quebec Business Corporations Act , [12] the trial judge concluded that its ultimate fate in the liquidations would be determined following a report to be prepared by a monitor appointed to (

a) supervise and monitor the operations of the DDO Restaurant, (

b) determine the DDO Restaurant’s financial situation and profitability, and (

c) provide an opinion and recommendations with a view to determining the optimal manner for dealing with the DDO Restaurant’s operations in the context of the liquidation of the DDO Property on which it is situated. [ 17 ] In view of the prevailing serious family and corporate impasse and the requirement to put an end to the protracted litigation, and considering the right of the mother, Eleni, to decide whether to accept the estate of her husband, Nicolas, the trial judge further ordered the provisional execution of his judgment notwithstanding appeal.

This Court subsequently ordered the suspension of the judgment’s provisional execution [13] . ISSUES IN APPEAL [ 18 ] Argyro identifies three issues in appeal: (

a) First, the trial judge erred in his appreciation of the facts leading to the finding of oppression. (

b) Second, the judge erred in law by ordering the liquidation of the Chenoy Corporations rather than a buy-out of Jimmy’s shares. (

c) Finally, the trial judge erred in law by failing to adjudicate her cross-application against Jimmy. DISCUSSION [ 19 ] In BCE Inc. v. 1976 Debentureholders [14] (“ BCE ”), a matter decided under the

Canada Business Corporations Act, [15] the Supreme Court of Canada determined that in assessing a claim of oppression, a court must answer two questions:

(1) Does the evidence support the reasonable expectation asserted by the claimant? and

(2) Does the evidence establish that the reasonable expectation was violated by conduct falling within the terms “oppression”, “unfair prejudice” or “unfair disregard” of a relevant interest? [16] [ 20 ] For the first question, useful factors from the case law in determining whether a reasonable expectation exists include: general commercial practice; the nature of the corporation; the relationship between the parties; past practice; steps the claimant could have taken to protect itself; representations and agreements; and the fair resolution of conflicting interests between corporate stakeholders. [17] For the second question, a claimant must show that the failure to meet the reasonable expectation involved unfair conduct and prejudicial consequences. [ 21 ] The Supreme Court added in BCE that oppression is an equitable remedy.

It seeks to ensure fairness — what is “just and equitable”. It gives a court broad, equitable jurisdiction to enforce not only what is legal but what is fair.

It follows that courts considering claims for oppression should look at business realities, not merely narrow legalities. [18] Moreover, what is just and equitable in a given case with respect to the reasonable expectations of the parties largely depends on the context and the relationships at play. [19] As a result, the analysis that must be carried out is highly contextual and varies from one situation to another depending on the facts of each case. [ 22 ] The reasonable expectations of the parties are the cornerstone of the oppression remedy and must be evaluated under an objective analysis that considers the context of each case.

The “question is whether the expectation is reasonable having regard to the facts of the specific case, the relationships at issue, and the entire context, including the fact that there may be conflicting claims and expectations.” [20] [ 23 ] The personal relationships at issue, particularly family relationships, as is the case here, are also an important factor in analyzing the reasonable expectations of the parties: [21]

[75] Reasonable expectations may emerge from the personal relationships between the claimant and other corporate actors.Relationships between shareholders based on ties of family or friendship may be governed by different standards than relationshipsbetween arm’s length shareholders in a widely held corporation. As noted in Re Ferguson and Imax Systems Corp. (1983), (ON CA), 150 D.L.R. (3d) 718 (Ont.

C.A.), “when dealing with a close corporation, the court may consider the relationshipbetween the shareholders and not simply legal rights as such” (p. 727). [Emphasis added] [24] When a reasonable expectation has been established, it must then be determined whether that expectation was violated byconduct falling within the terms “oppression”, “unfair prejudice” or “unfair disregard” of a relevant interest.[22] This does notnecessarily require evidence of bad faith, civil fault or an intention to harm.[23] The

Canada Business Corporations Act has added“unfair prejudice” and “unfair disregard” of interests to the original common law concept, making it clear that wrongs falling short of theharsh and abusive conduct connoted by “oppression” may fall within the ambit of the remedy. “Unfair prejudice” is generally seen asinvolving conduct less offensive than “oppression”.

Examples include squeezing out a minority shareholder, failing to disclose relatedparty transactions, changing corporate structure to drastically alter debt ratios, adopting a “poison pill” to prevent a takeover bid, payingdividends without a formal declaration, preferring some shareholders with management fees and paying directors’ fees higher than theindustry norm. “Unfair disregard” includes favouring a director by failing to properly prosecute claims, improperly reducing ashareholder’s dividend, or failing to deliver property belonging to the claimant.[24] [25] It is with these considerations in mind that we now consider the issues raised by the appellant. (

a) Did the trial judge err in concluding that oppression had occurred [26] Argyro seeks to have the Court review each of the trial judge’s findings with respect to oppression, asking the Court to reassessthe evidence in its entirety so as to draw new findings of fact. This is clearly not the role of an appellate court.[25] [27] Moreover, she seeks to invalidate the trial judge’s findings on oppression on the ground that some of the agreements signed byNicolas, most notably the Costas Agreement and the Acknowledgement, were not formally approved through corporate resolutions.

Thisis a spurious argument in the context of this case. [28] As noted above, a reasonable expectation may emerge from the personal relationships between parties, particularly in the contextof family-owned corporations, which may be governed by different standards than relationships between arm’s length shareholders.

Inthis case, the trial judge found, as a matter of fact, that the minute books of the Chenoy Corporations are in a poor state, are quiteunreliable and have not been properly maintained as a direct result of lack of concern on the part of Nicolas, the father.[26] The trialjudge further found that in both the Costas Agreement and the discussions leading to the Acknowledgement, Nicolas had made bindingcommitments that justified a reasonable expectation by Jimmy that his father would abide by his word and proceed to the liquidation ofthe Chenoy Corporations. [29] As the trial judge found:[27] [365] To settle the Costas Oppression Lawsuit who was seeking the liquidation and dissolution of the Chenoy Corporations, Nicolasand Jimmy, inter alia, signed the Costas Agreement which involved the orderly liquidation and dissolution of all Chenoy Corporationsincluding in particular those owning and/operating the Laval Property, the Laval Restaurant, the DDO Property and the DDO Restaurant. [366] At all relevant times, Jimmy was justified to entertain reasonable expectations that his father would honour his word and hiscommitments especially when he signed documents such as the Costas Agreement and later the Acknowledgment bearing in mind thatthe latter document was executed by Nicolas in order to induce and convince Jimmy to partake in the Costas Buy-out and to sign theCostas Release, as Jimmy’s presence and involvement were crucial to complete the transaction with Costas. [367] The evidence leaves no doubt in the mind of the Court that since the Costas Agreement of 2013, Jimmy always acted with thereasonable expectation that his father would also proceed with the sale of the DDO Property just as he did with the Laval Property. [368] The Court also retains that since 2012, Jimmy was essentially motivated by the overall financial situation of the group ofChenoy Corporations that no longer permitted a profitable continuation of the operations including the Laval and DDO Restaurants,bearing in mind that the Brossard Restaurant went bankrupt in 2015 and that all franchise restaurants disappeared soon after withouthaving paid any royalties for several years. [369] The dire financial situation plaguing the Chenoy Corporations was further evidenced by the attempts of Nicolas, with thecomplicity and assistance of Argyro, to “strip”—as Jimmy qualified it—the remaining corporate assets to cover haphazardly outstandingdebts left and right, regardless of who or which company owed them while attempting to shield those assets from apprehended “attacks”of creditors such as the ARQ. [370] As the valuable remaining assets were depleting rapidly, the financial woes of the group of Chenoy Corporations becameincreasingly untenable to such an extent that Nicolas even decided to resort on more than one occasion to obtain financing by getting hiswife Eleni to hypothecate her house, their family residence. […] [377] In other words, after the execution of the Costas Agreement, Nicolas, always relying on the complicity and assistance ofArgyro, could not carry-on as before by simply ignoring Jimmy as co-director and making unilateral decisions in his absence and withouthis consent. [378] Jimmy was justified to reasonably expect that as a director, his co-directors, Nicolas and Argyro, would consult with himbefore making any major decisions that were within the realm of the board of directors.

This did not necessarily imply that Jimmy had a

right of veto, thus justifying their decision to bypass him completely. [379] Finally, as previously discussed, the Court cannot accept Argyro’s argument that the Court should disregard the documents executed by her father such as the Costas Agreement and the Acknowledgment as they did not have any more value in her father’s mind once the Costas Buy-out was completed and the threats resulting from Costas’ oppression remedy proceedings no longer existed. [ 30 ] Overall, Argyro has failed to show a palpable and overriding error in the trial judge’s findings of fact with respect to oppression.

Put simply, the evidence of oppression is overwhelming in this case. Given the extent of the oppressive conduct by Nicolas and Argyro, the trial judge’s conclusion that oppression occurred is simply unassailable. [ 31 ] To dispose of the question briefly, the evidence overwhelmingly shows that Jimmy had a reasonable expectation that the Chenoy Corporations would be liquidated and that he would receive his share of the net liquidation proceeds commensurate to his minority shareholding interest.

That reasonable expectation was frustrated in numerous ways by Nicolas and Argyro, including through attempts to strip assets, the refusal to consider reasonable third-party offers to purchase the DDO Property, questionable financial practices, the appropriation of funds, and the failure to disclose financial transactions and to render any accounting regarding the operations of the DDO Restaurant. (

b) Did the trial judge err in ordering the liquidation of the Chenoy Corporations rather than the buy-out of Jimmy’s shares? [ 32 ] This Court must adopt a deferential stance when reviewing judgments rendered on oppression applications, including the remedy component of such judgments. Three principles govern the applicable standard of review. First, absent a palpable and overriding error, the Court must defer to the trial court’s findings of fact.

Second, it may intervene and substitute its own decision only if the judgment is based on errors of law, erroneous principles, or irrelevant considerations, or, third, if the trial judgment is manifestly unjust. [28] [ 33 ] In this case, the trial judge rejected the remedy of a buy-out of Jimmy’s minority shareholder interests and opted, instead, for liquidation, basing his decision on the following principal reasons: (

a) Jimmy’s reasonable expectation – which was frustrated by the oppressive conduct of Nicolas and Argyro – was precisely that the Chenoy Corporations would be liquidated; it is therefore only logical that the remedy crafted by the trial judge should reflect that reasonable expectation; [29] (

b) the unreliability of the financial information forming the basis of the expert reports on which Argyro relied made it all but impossible at trial to determine the fair market value of Jimmy’s shares; [30] this lack of reliability was further highlighted by the conclusion of the expert relied upon by Argyro that “under any potential scenarios, Jimmy would never be entitled to any payment for his shares in the Chenoy Corporations”; [31] (

c) Argyro does not have the funds to effect a buy-out; [32] (

d) there is a total deadlock between the members of the family; [33] and (

e) the DDO Property has a substantial additional value if sold in the “ As if Vacant ” state rather than “ As is ”. [34] [ 34 ] Considering these factors, Argyro has failed to demonstrate that the trial judge committed errors of law, applied erroneous principles, based his decision on irrelevant considerations, or otherwise rendered a manifestly unjust decision by concluding that liquidation was the only reasonable solution in the context of this specific case. [ 35 ] In her written argument, Argyro proposes to purchase Jimmy’s shares at a value based on a third-party offer to purchase the DDO Property for $3.45 million, an offer that was received prior to the institution of the proceedings and that she and Nicolas had rejected.

It bears mentioning that, even when a court orders a buy-out, it is not bound to rely on the value of the shares at the time the proceedings were instituted.

It must determine a value that is fair and equitable based on all the circumstances, the state of the corporation, and the reasonable expectations of the parties. [35] In this case, the trial judge found that third-party offers of $5 million or more had been made for the DDO Property in October 2021. [36] In the specific context of these convoluted proceedings, it would be unfair for Jimmy to now have his shares valued on the basis of the DDO Property being worth $3.45 million, as his sister suggests. [ 36 ] Moreover, even though Argyro states that she is ready to buy her brother’s shares based on a value of $3.45 million for the DDO Property, she asks the Court to order that the actual purchase price be only $204,930 , [37] relying for this purpose on a single sheet of handwritten calculations that the Court cannot confirm or validate and that appear prima facie erroneous. [38] [ 37 ] This demonstrates both that the parties will likely never agree to a fair market value for Jimmy’s shares and that the Court is not in a position to adequately determine such a value.

This further confirms that the liquidation of the Chenoy Corporations, as the trial judge ordered, is likely the better remedy as it will avoid long and protracted litigation over the real value of the DDO Property and of the other remaining assets of these corporations. [ 38 ] During the appeal hearing, Argyro requested that she be allowed to amend her appellate pleadings to add another subsidiary conclusion should her buy-out of Jimmy’s shares for $204,930 be deemed unacceptable by the Court.

Such conclusion would ask this Court to return the matter to the Superior Court to allow it to determine a fair price for Jimmy’s shares by appointing experts for this purpose. The Court denies the requested amendment. [ 39 ] The issue of buying Jimmy’s shares rather than liquidating the Chenoy Corporations was at the heart of the proceedings before the Superior Court. Argyro was given every opportunity to submit credible evidence to determine a fair price for these shares.

The trial judge concluded that she squandered that opportunity by providing unreliable financial statements and mandating her expert to determine a negative value for Jimmy’s shares under all circumstances. [39] The following passages from the judge’s reasons are particularly illuminating: [40]

[420] With all due respect, the Schulman Report is based on unaudited (mostly drafts) financial statements several of which are contested.

Unfortunately, it appeared to be a futile attempt to make sense of the financial situation of the Chenoy Corporations as at January 31, 2017, with a slew of questionable money intercompany transfers or shareholders loans. [421] Moreover, the exercise seemed to focus mainly on trying to find or identify receivables that could be due to the Chenoy Corporations by Jimmy or by his own companies that are not part of the group of Chenoy Corporations in order to justify that Jimmy was not entitled to any amount for his shares. [422] In his updated (but undated) report, Schulman commenting the expert report filed by Jimmy’s expert, BDO Canada, concluded that Jimmy’s shares were worth $11,545 after deducting the same debts of $424,423 mentioned above with an estimated 30% share value of $435,968.

The value would have had to be increased to $581,291 with a 40% shareholding instead of 30%, as it should be. [423] The paucity and the unreliability of the financial information used by the expert and his approach do not enable the Court to reasonably conclude that Jimmy’s shares are worthless or only have a nominal value in the vicinity of $11,000. [424] All in all, it appears that the expert was provided with minimal and yet, incomplete, and unreliable information and documentation to execute his mandate with a view to seemingly determine a negative value of Jimmy’s shares under all circumstances. [ 40 ] There is nothing in the record which leads us to believe that Argyro would not pursue the same approach should the matter be returned to the trial judge for a second set of hearings on the valuation question.

In fact, all indications are to the contrary. New hearings on the valuation issue will likely only lead to continued litigation over the value of the shares, with little likelihood of arriving at a satisfactory number considering the lack of reliable financial information. This will only serve to once again delay the resolution of this intractable family dispute. Such a delay serves Argyro’s interests, but it would be highly unfair to both Jimmy and Eleni. This litigation must now end. (

c) The cross-application [ 41 ] In a cross-application dated August 16, 2019, Nicolas and Argyro sought an order from the Superior Court allowing them to purchase Jimmy’s shares at a value to be determined by a judge. They also claimed $121,316.73 in extrajudicial fees from Jimmy, as well as $100,000 as exemplary damages, $50,000 for time spent on the proceedings and $100,000 in punitive damages. [ 42 ] Argyro asserts that the trial judge erred by not adjudicating that claim. Yet, the trial judge clearly rejected the proposal to buy Jimmy’s shares.

There is therefore no foundation for Argyro’s submissions. [ 43 ] As for the financial claims set out in her cross-application, it is abundantly clear from the judge’s reasons that these were implicitly dismissed. FOR THESE REASONS, THE COURT: [ 44 ] DENIES the appellant’s request to amend her conclusions in appeal; [ 45 ] DIMISSES the appeal; [ 46 ] THE WHOLE, with legal costs. MARIE-FRANCE BICH, J.A. ROBERT M. MAINVILLE, J.A. JOCELYN F. RANCOURT, J.A.