2017 QCCQ 2534, 2017 QCCQ 2534

Student Tasty Biryani Inc. c. 8300844 Canada inc. (Équipements Weststar) 2017 QCCQ 2534 COURT OF QUEBEC CANADA PROVINCE OF QUEBEC DISTRICT OF MONTREAL “Civil Division” No: 500-22-209884-140 DATE: March 14, 2017 ______________________________________________________________________ BY THE HONOURABLE JEFFREY EDWARDS, J.C.Q. ______________________________________________________________________ STUDENT TASTY BIRYANI INC.

Plaintiff v. 8300844 CANADA INC. (Les Équipements Weststar) -and- SERGE ROY Defendants ______________________________________________________________________ JUDGMENT ______________________________________________________________________ [ 1 ] Student Tasty Biryani Inc. ( Tasty ) is suing 8300844 Canada Inc., carrying on business under the registered business name Les Équipements Weststar ( Weststar ) and its sole shareholder, officer and director, Serge Roy, for the amount of $65,318.10. [ 2 ] Tasty, which operates a restaurant offering Indian and Pakistani cuisine, is claiming a refund of amounts paid to Weststar for the purchase of used restaurant equipment, for the supply and installation of an oven hood, as well as for damages suffered as a result of various alleged breaches of contract committed by Weststar.

Both Weststar and Mr. Roy deny liability. Questions in Issue 1) Did Weststar breach its legal obligations towards Tasty? 2) If so, what damages has Tasty suffered? 3) In the event that damages are owed, is the sole shareholder, director and officer of Weststar, Serge Roy, personally liable to Tasty? Context

Initial Setting Up of the Restaurant [ 3 ] In the summer and fall of 2013, Mr. Zahood Ahmed Larik was undertaking the process of opening his own restaurant of Indian and Pakistani cuisine. [ 4 ] In July 2013, he had incorporated the company that he intended to use to operate the restaurant, “Student Tasty Biryani Inc.” [1] .

He had located the premises that he intended to use and on September 26, 2013, he signed a lease for the restaurant [2] . [ 5 ] The initial term of the lease was three (3) years from October 1, 2013 to September 30, 2016. [ 6 ] He then looked into acquiring restaurant equipment and the other essentials to transform the leased premises into his desired restaurant. [ 7 ] Mr. Larik testified that he had intended on opening the restaurant on October 21, 2013. [ 8 ] He first arranged the basic decor of the restaurant. Then he sought out suppliers in order to acquire the necessary kitchen equipment.

The Purchase of the Equipment and Hood From Weststar [ 9 ] On October 5, 2013, he visited the warehouse of Weststar.

He identified what he was looking for and those requirements were transcribed on a list with the prices of Weststar [3] . [ 10 ] He examined the used equipment offered for sale by Weststar and concluded that, based upon its appearance, it was in good operating condition. [ 11 ] Furthermore, the representative of Weststar assured him that all equipment had been inspected by Weststar who certified that it was in good condition. [ 12 ] Weststar gave a discount of 40%. [ 13 ] Weststar declared that it gave a one (1) year conventional warranty of good use, including repair or replacement, in the event of dissatisfaction of the client.

This warranty or guarantee is confirmed in writing on the receipts of Weststar, which read: “Guarantee for one (1) year at 100%” [4] . [ 14 ] On October 7, 2013, Tasty gave Weststar a certified cheque of $8,000 as a deposit for the purchase of items to be delivered [5] , which included an oven hood.

[ 15 ] On October 9, 2013, the representative of Weststar, Mr. Roy, visited Tasty’s premises regarding the sale and installation of the hood. [ 16 ] The initial agreed amount of Weststar for work required for the installation of the hood was $2,913.98 [6] . That amount was paid by Tasty. [ 17 ] On October 10, 2013, an additional amount of $1,684.01 was requested by Weststar. That was also paid by Tasty [7] .

Quality Problems of Merchandise and Failure of Weststar to Respect Deadlines for the Delivery and Installation of the Hood [ 18 ] The work related to the installation of the hood was to start on October 17, 2013 and be completed on October 20, 2013. [ 19 ] However, despite payment, Weststar failed to turn up to perform the work. [ 20 ] Up to that point, Tasty had paid Weststar the amount of $19,160.93 [8] for the equipment and the future delivery and installation of the hood. [ 21 ] On October 24, 2013, certain equipment was delivered by Weststar. [ 22 ] However, the deadline for the delivery and installation of the hood was not respected. [ 23 ] On November 7, 2013, Mr.

Larik sent Weststar a letter stating that the equipment delivered was not in working order and that the hood and its accessory equipment had still not been delivered. He also complained that, despite Weststar’s promises, the work for the installation of the hood had not yet even started [9] . [ 24 ] On November 9, 2013, Mr. Roy again visited Mr. Larik to review the situation. Mr. Roy reassured Mr. Larik that any equipment sold, that was either defective or not to the buyer’s satisfaction, would be repaired or replaced in order to ensure that it was in working order. [ 25 ] As for the hood project, Mr.

Roy convinced Mr. Larik to upgrade the hood for the project from a used to a brand new one, for an additional cost of $5,500. [ 26 ] Mr. Roy promised that if that proposal was accepted by Tasty, the work would start in four (4) days, namely on November 13, 2013, and that such work would be finished three (3) days later, namely on November 16, 2013 [10] .

[ 27 ] Mr. Larik agreed and gave an additional cheque postdated to November 15, 2013 for $2,000 [11] . [ 28 ] He also gave an additional cheque postdated to November 18, 2013 for $3,500 [12] for the work regarding the hood.

Reconciliation of Amounts Owed Under the Two Contracts: Sale of Equipment and Contract of Enterprise for the Hood [ 29 ] On or around November 9, 2013, the parties also prepared two recapitulations of amounts paid, equipment delivered and attribution of amounts paid pursuant to the two contracts between them. [ 30 ] Weststar acknowledged receipt of $18,160.93 (that amount would soon increase to $20,160.93, after cashing of the first postdated cheque) [13] . [ 31 ] Weststar acknowledged receipt of a total amount of $22, 661.24 [14] .

However, according to the amount updated as paid by Tasty, the correct paid amount was $21,160.93, or $1,500.31 less. [ 32 ] The parties then proceeded to divide the amount of $22,661.24 amongst the two contracts between them, one for sale of equipment per the amounts paid under each

article of equipment ($7,717.74) and the contract of enterprise for the hood ($14,943.50). [ 33 ] As the correct amount was $1,500.31 less, namely $21,160.93, Tasty submitted corrected numbers in Exhibit P-12a). [ 34 ] As indicated in that table, the total amount paid for the used equipment was $6,331.45. The total amount declared paid for the contract of enterprise for the hood is $14,943.50. In light of the required correction, that number must be adjusted slightly to $14,829.48 ($6,331.45 + $14,829.48 = $21,160.93).

Breaches and Multiple Defaults of Weststar [ 35 ] Despite Weststar many reassurances and guarantees, and despite repeated telephone calls by Mr. Larik requiring either repairs or services of the equipment, no one from the service department of Weststar would respond to Mr. Larik’s requests. [ 36 ] Mr. Larik was even more concerned that, despite making an additional payment, and despite the written undertaking of Weststar to deliver the hood equipment and effect the necessary installation before November 16, 2013, no one from Weststar had come to carry out any work before that deadline.

[ 37 ] Furthermore, no one from Weststar would even respond to Mr. Larik’s calls and requests for information. [ 38 ] Lastly, despite the one-year conventional warranty, no one at Weststar would even respond to Mr. Larik’s requests for service. [ 39 ] On November 29, 2013, Tasty sent Weststar a first demand letter detailing its complaints and requesting that Weststar honour its contractual obligations [15] .

Tasty also explained that it was losing money every day as a result of Weststar’s failure to respect its promises and obligations. [ 40 ] Weststar did not reply. [ 41 ] On December 14, 2013, Tasty sent Weststar another demand letter detailing the deteriorating situation, the various defaults of Weststar, and requesting that Weststar honour its contractual obligations [16] . [ 42 ] Tasty again explained that it was losing money every day as a result of Weststar’s default to respect its obligations. [ 43 ] Weststar again did not reply. [ 44 ] Tasty then referred the matter to its attorneys. [ 45 ] On December 23, 2013, the attorneys of Tasty sent a first demand letter to Weststar [17] . [ 46 ] Weststar again did not reply. [ 47 ] On January 7, 2014, a second demand letter was sent to Weststar by the attorneys of Tasty. [ 48 ] Weststar again did not reply. [ 49 ] On February 20, 2014, Tasty commenced the present legal proceedings.

Damages Claimed by Tasty [ 50 ] As a result of Weststar’s defaults, Mr. Larik and Tasty had to act quickly to find new equipment and a new contractor to carry out the hood project.

[ 51 ] This delayed the opening of the restaurant. [ 52 ] Tasty opened on March 7, 2014. [ 53 ] Tasty claims damages for losses incurred as a result of the delay attributable to Weststar to open the restaurant. [ 54 ] Tasty states that the restaurant should have opened on October 21, 2013.

Instead, Tasty opened its doors on March 7, 2014, which constitutes a delay of four (4) months and two (2) weeks. [ 55 ] In this regard, Tasty claims: • $10,000 in payment of rent over that period; • $223 in parking charges [18] ; • $1,346 in electricity charges [19] ; • $6,000 in lost profits ($1,500 per month) as a result of not being able to operate the restaurant; • $15,000 in trouble and inconvenience, including stress and loss of time. [ 56 ] In these proceedings, Tasty offers to return almost all of the equipment purchased, except for certain items having a total purchase price of $1,217.32 [20] . [ 57 ] Tasty requests that the sale for the remainder of the equipment be resolved and a refund of the purchase price. [ 58 ] In accordance with the calculations based on the evidence summarized above, the price paid for the equipment subject to the request for resolution of the sale is $5,114.13 ($6,331.45 - $1,217.32). [ 59 ] With regard to the contract of enterprise for the hood, Tasty requests a refund of the entire amount paid.

In light of the proof, that would be $14,829.48. [ 60 ] Furthermore, Tasty submits that Mr. Roy was an active participant in a scheme to commit a fraud on Tasty. [ 61 ] For this reason, Tasty asks that the corporate veil of Weststar be lifted and that Mr. Roy be condemned personally to pay any amounts owed to Tasty. [ 62 ] Lastly, Tasty submits that Mr. Roy’s conduct as an administrator of Weststar in the circumstances engaged his personal liability under

Article 1457 of the Civil Code of Quebec ( C.C.Q. ). Tasty argues that Mr. Roy’s conduct in the present matter is similar to a pattern of fraud, as documented in other judgments rendered by the Courts. [ 63 ] On January 26, 2016, Weststar made a proposal in bankruptcy. That proposal was subsequently accepted by its creditors. The insolvency trustee has authorized Tasty to proceed in this matter in order to validate and liquidate its claim [21] , as the case may be.

Analysis and Decision 1) Did Weststar Breach its Legal Obligations Towards Tasty? [ 64 ] Tasty has discharged its burden of proof to establish that Weststar breached its obligations under the two contracts in issue, one of sale for the used equipment, the other of enterprise for the supply and installation of the hood. [ 65 ] Regarding the sale of used equipment: [65] 1) Mr. Larik explained in detail that each of the equipment items purchased, and which Tasty tenders return, was not in proper working condition at the time of the sale and did not function.

The Court concludes that the preponderance of the evidence supports that submission. Tasty therefore argued that the items sold had latent defects which violated Weststar’s warranty of quality under

Article 1726 C.C.Q. [65] 2) Weststar, as a professional seller, was subject to the application of

Article 1729 C.C.Q. Under that article, the existence of a defect is presumed when the property sold does not function or deteriorates prematurely in comparison with identical items or items of the same type [22] . The Court concludes that the marked functional inadequacy of the items sold gives rise to the presumption found at

Article 1729 C.C.Q. [65] 3) Weststar resells and refurbishes used equipment and also sells new equipment. Weststar states that it examined and certified, before delivery, that all the goods were in good working order. Tasty was entitled to rely on that contractual representation in accordance with

Article 1716 C.C.Q. [65] 4) As Weststar was a professional specialized seller, and did not detect any defects in the equipment before delivery, the defects discovered subsequently were hidden and accordingly latent, triggering

Article 1726 C.C.Q. [65] 5) Weststar sold the equipment with a conventional warranty (Article 1732 C.C.Q.) of good working order for a period of one (1) year after delivery. The evidence established that the items sold failed to respect the terms of that conventional warranty, even immediately after delivery. Weststar gave no service and failed to take measures to put the equipment in working order. [ 66 ] Accordingly, there were major breaches (Article 1604 C.C.Q.) of both the legal warranty and the conventional warranty applicable to the equipment sold.

These breaches entitle Tasty to request resolution of the sale and refund of the purchase price with regard to the defective items sold (Articles 1604 and 1728 C.C.Q.). [ 67 ] The Court will therefore resolve the contract with regard to the defective items sold and order the refund of the corresponding purchase price. [ 68 ] With regard to the contract of enterprise for the purchase and installation of the hood, the evidence showed that Weststar completely failed to honour its obligations. [ 69 ] Weststar neither delivered the hood nor installed it, despite its repeated promises and despite repeated requests by Tasty. [ 70 ] Accordingly, Tasty is also entitled to request the resolution of that contract and to obtain refund of the monies paid thereunder.

2) What Damages has Tasty Suffered? [ 71 ] Under the conventional warranty (Article 1458 C.C.Q.), Tasty is entitled to claim for all damages suffered. [ 72 ] In his testimony, Mr.

Roy acknowledges that Weststar owes Tasty the amount of $16,000. [ 73 ] Under the legal warranty of quality, as Weststar is a professional seller and presumed to know of the existence of defects in the merchandise that it sells, Weststar is also responsible for all damages suffered by Tasty. [ 74 ] First, under the contract of sale, Tasty is entitled to reimbursement of the purchase price paid for the defective items: $5,114.13. [ 75 ] Second, under the contract of enterprise for the supply and installation of the hood, Tasty paid an amount of $14,829.48 and received nothing in return, neither materials nor labour.

Tasty is entitled to a full refund of that amount. [ 76 ] Third, as indicated above, Tasty claims other heads of damages. The Court will address each of them: [76] (

a) Lost Rental . Tasty claims for four months of rent of $2,400 and $2,600 (the rent was increased to that amount in January 2014). However, the only direct evidence of delay caused by Weststar was the complete failure and omission to supply and install the hood. That work was first to be completed by October 21, 2013 [23] . Weststar then promised to complete it no later than November 16, 2013 [24] . Weststar did not even attempt to perform the work by that deadline. Such work was finally performed in late December 2013 by another contractor [25] .

There can be no claim for loss of rent paid for October since, even if the agreed deadline had been respected, Tasty would not have earned revenue in that month. As Tasty agreed to extend the deadline to November, there can be no claim for that month either. Since the work was completed in December, there can be no claim for January, February or March. Therefore, the Court will grant as damages the loss of rent paid for December 2013 since Weststar’s defaults made it impossible for Tasty to operate in that month and made the payment of rent an unnecessary expense when Tasty could not generate any revenue.

The amount granted is $2,400. [76] (

b) Parking Charges . There was no link established between those charges and the defaults of Weststar. [76] (

c) Electricity Charges . On the same basis as (

a) above, the Court will grant as damages the amount of unnecessary electricity charges paid without revenue for the month of December 2013: $336.50. [76] (

d) Lost Profit . There was insufficient proof of actual loss of profit. Furthermore, in light of the previous awards granted under (

a) and (

c) above, the lack of profit will necessarily be compensated in part by the elimination of those expenses. [76] (

e) Trouble, Inconvenience, Loss of Time, Stress . As Tasty is a company, it cannot claim for stress. However, there is no doubt that the normal business activities of Tasty were highly disrupted as a result of the continuous faults and defaults of Weststar. This caused Tasty’s management to lose much time that prevented it from discharging its other responsibilities. A lump sum claim for trouble, inconvenience, loss of time and stress for a company may be dismissed as it is too general and contains elements which are not claimable [26] .

For a company to succeed in obtaining damages for inconvenience and loss of time, it must show direct and quantified damages. A preferred method is to establish as evidence the lost hours at a given hourly rate of employees, officers or directors caused by the fault of the party responsible for the damages and the financial impact of such lost hours on the company. In the present case, the proof of damage to the company, resulting from the loss of time suffered by sole owner, officer and director of Tasty and the direct financial prejudice to Tasty, is overwhelming. Mr.

Larik spent many days during the period from September to December 2013 reeling from the multiple defaults of Weststar and having to deal with the consequences of those defaults. Based upon the evidence, the Court concludes that Tasty was deprived of Mr. Larik’s normal services, in particular those necessary to open the restaurant, for a minimum of 80 hours. A minimum hourly rate of $20 is applicable. In accordance with the jurisprudence granting such damages [27] , the Court will award Tasty as compensation the amount of $1,600.

Accordingly, the total damages suffered by Tasty as a result of Weststar defaults are $24,280.11 ($5,114.13 + $14,829.48 + $2,400 + $336.50 + $1,600). 3) In the Event that Damages are Owed, is the Sole Shareholder, Director and Officer of Weststar, Serge Roy, Personally Liable to Tasty? [ 77 ] Tasty argues that Mr. Roy’s conduct in the present matter was fraudulent and unlawful. In accordance with

Article 317 C.C.Q., Tasty submits that it is appropriate to lift the corporate veil of Weststar and condemn its alter ego and sole shareholder to pay Tasty’s damages.

[ 78 ] Tasty also argues that, in accordance with the established jurisprudence, Mr. Roy’s conduct in the present case constitutes an extra-contractual fault in virtue of

Article 1457 C.C.Q. rendering him liable for all of Tasty’s damages. [ 79 ] In Lanoue v.

Les Brasseries Labatt Ltée , the Court of Appeal held as follows [28] : “La responsabilité personnelle d’un individu qui est actionnaire majoritaire et administrateur d’une compagnie peut être retenue dans les circonstances suivantes : […] – Il a lui-même commis une faute entraînant sa responsabilité extracontractuelle, par exemple en faisant de fausses représentations ou en remettant des documents falsifiés; – Il a activement participé à une faute extracontractuelle de la compagnie (ce qui se présume s’il est administrateur unique);” [ 80 ] Tasty submits that Mr.

Roy has previously committed fraudulent, faulty and unlawful acts as documented in several reported cases as follows: 1. Commission des normes du Travail v. Serge Roy et al

(2008) QCCQ 10497; 2. Larrivée et al v. Roy et al , 2014 QCCQ 6269 ; 3. Tanguay v. 8300844 Canada Inc. (Équipements Weststar) , 2014 QCCQ 1843 ; 4. Alaolaqi v. 9192-1783 Québec Inc. , 2013 QCCQ 3554 ; 5. Boucherie Mario Deschênes Inc. v. 9192-1783 Québec Inc. , 2013 QCCQ 1289 ; 6. Marché Kama v. Métro Caisses enregistreuses , 2012 QCCQ 14641 ; 7. Malik v. 9192-1783 Québec Inc. (Metro Caisses enregistreuses PDV et équipements d’hôtellerie) , 2012 QCCQ 14930 ; 8. Zakarian v. 9192-1783 Québec Inc. (Métro Caisses enregistreuses PDV) , 2012 QCCQ 5727 ; 9. Cadotte (Auberge Gabrielle) v.

Métro Caisses enregistreuses PDV , 2012 QCCQ 5847 ; 10. Entreprise Verte, s.e.c. v. 9192-1783 Québec Inc. , 2012 QCCQ 523 ; 11. L’Heureux v. Métro Caisses enregistreuses , 2011 QCCQ 11431 ; 12. Colindres v. 9192-1783 Québec Inc. (Métro Caisse enregistreuses et Métro Caisse enregistreuses PDV) , 2010 QCCQ 4191 ; 13. 9193-9587 Québec Inc. v. NRS National Caisses enregistreuses, division de 9147-6598 Québec Inc. , 2009 QCCQ 8432 ; 14. Marché Gana Inc. v. 9147-6598 Québec Inc. , 2008 QCCQ 11381 ; 15.

Rofiq (Restaurant Mumbai) v. 9147-6598 Québec Inc. (National caisses enregistreuses et équipements de bars et restaurants) , 2008 QCCQ 8121 ;

16. Longpré v. 9102-3622 Québec Inc., 2007 QCCQ 3661; 17. 9103-9560 Québec Inc. v. 9025-8476 Québec Inc., (QCCQ). [81] Tasty submits that Mr. Roy’s conduct, as established by the evidence in the present instance and as also referred to in the casesmentioned above, exhibits a pattern of fraudulent, illegal, faulty and unlawful business dealings. [82] The facts presented in these cases are indeed disturbing and show a disregard for co-contractants and customers’ rights.

But thefacts, obligations and conclusions are often different and depend upon the evidence heard. [83] The facts mentioned in those judgments have been submitted to a rigorous judicial process including the rules of evidence andindependent judicial analysis. [84] However, the Court cannot find Mr. Roy responsible in the present matter on the basis of faults or omissions committed by himwith respect to other parties and other transactions. [85] The Court’s responsibility is to render justice based upon the evidence heard, tested and established at the trial in the presentmatter and the applicable law.

The Court will proceed to do so. Lifting of Corporate Veil of Weststar [86] The Court’s opinion is that the evidence in the present matter does not justify the lifting of the corporate veil of Weststar. [87] Weststar did deliver equipment, even though such equipment was of substandard quality. Weststar did not respect its obligationsof legal warranty of quality or its own conventional warranty of quality. [88] However, the evidence does not show that Mr. Roy used Weststar as a sham or vehicle to avoid responsibility. The legalrequirements to invoke

Article 317 C.C.Q. were not established. [89] As discussed in the next section, with respect to the complete failure to respect its obligations under the contract of enterprisefor the hood, the Court’s ruling may have been different. However, in light of the Court’s conclusion regarding the commission byMr. Roy of a fault under

Article 1457 C.C.Q. in that regard, it is not necessary to examine this question further. Personal Liability of Mr. Roy as a Director and Officer ofWeststar [90] Apart from being the sole shareholder of Weststar, Mr. Serge Roy is also the sole director as well as president, treasurer andsecretary of the company[29].

[ 91 ] With regard to the damages resulting from the breaches of quality of the equipment sold, the Court is not of the view that the conduct of Mr. Roy as the sole director and the sole officer of Weststar constitutes an extra-contractual fault on his part. Equipment was sold and delivered to Tasty, which accepted delivery. [ 92 ] Tasty submits that Mr. Roy knew that the equipment was defective and was personally involved in the lack of service for such equipment, as is demonstrated by similar conduct documented in several of the judgments referred to above. [ 93 ] Mr.

Roy argued that the equipment delivered was in an acceptable state of working order. He also argued that it should be taken into account that the equipment was sold and priced with a 40% discount. [ 94 ] The Court considers that, based upon the proof heard, it has not been established that Mr. Roy knowingly sold equipment that he was aware did not function. Therefore, Mr.

Roy did not engage his personal liability with respect to the refund of the purchase price under the contract of sale for the equipment. [ 95 ] However, it is otherwise with respect to the damages suffered as a result of the complete failure to perform the contract of enterprise. [ 96 ] The testimony of Mr.

Roy regarding the obligation of Weststar to respect its contract to deliver and install the hood and accessory equipment at Tasty’s restaurant was neither credible nor consistent. [ 97 ] When repeatedly asked why he neither carried out the work, delivered the materials or refunded the money advanced under that contract, he was unable to give any answer. He only stated that he did not appreciate Mr. Larik’s attitude and behaviour. [ 98 ] The Court concludes that Mr. Roy never had any intention to carry out the contract of enterprise for the hood. He made false representations to Mr.

Larik, not only once but twice, in order to obtain monies for materials and services that he had no intention of providing through the company. [ 99 ] He therefore committed an extracontractual fault under

Article 1457 C.C.Q. by making false and fraudulent representations.

He received money when he had no intention of performing the contract. [ 100 ] Furthermore, he actively participated in the commission of that fault. [ 101 ] For these reasons, the Court will condemn him personally to refund Tasty the amounts received pursuant to the contract of enterprise for the hood, namely $14,829.48. [ 102 ] For the same reasons, with respect to the damages claimed for lost rental payments ($2,400) and electricity charges ($336.50), as they were caused by the complete failure to honour the contract of enterprise for the hood, the Court comes to the same conclusion. [ 103 ] Lastly, on the same grounds, the Court will grant against Mr.

Roy one half of the damages suffered for loss of time and business disruption ($800). [ 104 ] The total condemnation against Mr. Roy personally is therefore $18,365.98 ($14,829.48 + $2,400 + $336.50 + $800).

Cross-Application of Weststar [ 105 ] In its proceedings, Weststar claimed $2,500 as an outstanding amount owed to it by Tasty. [ 106 ] At the trial, when asked by his counsel to explain and justify that claim, Mr. Roy was unable to provide any explanation or document to support it. The Court will therefore dismiss that claim.

FOR THESE REASONS, THE COURT: GRANTS Student Tasty Biryani Inc.’s claim in part; TAKES ACT of the offer of Student Tasty Biryani Inc. to return to 8300844 Canada Inc. (Les Équipements Weststar) the following sold items of property (as detailed in Exhibit P-23 , p. 2): Quantity Description of item 1 2 Door S/S stainless steel freezer 48” 1 Electric stove 3 phases garland 1 2 whole gas burner 1 S/S counter table 9 feet long 15 Dining tables chairs 1 Olive support 8 boxes 1 MEV box blue govt box 2 Flexibles wires 1 Charcoal gas hereafter the “Items to be Returned”; RESOLVES the contract of sale between Student Tasty Biryani Inc. and 8300844 Canada Inc. (Les Équipements Weststar) with respect to the Items to be Returned; ORDERS Student Tasty Biryani Inc. to return the items to be returned, after payment by 8300844 Canada Inc. (Les Équipements Weststar) of the amounts owing under the present judgment, including interest, indemnity and legal costs, that 8300844 Canada Inc. is condemned to pay; CONDEMNS 8300844 Canada Inc. (Les Équipements Weststar) to pay Student Tasty Biryani Inc. the amount of $24,280.11, with legal interest of 5% per year, plus the additional indemnity provided at

Article 1619 of the Civil Code of Quebec , commencing from January 7, 2014 (Exhibit P-16); CONDEMNS Serge Roy to pay Student Tasty Biryani Inc. the amount of $18,365.98, with legal interest of 5% per year, plus the

additional indemnity provided at

Article 1619 of the Civil Code of Quebec , commencing from January 7, 2014 (Exhibit P-16); DECLARES that the condemnation to pay $18,365.98 is solidary with the condemnation to pay the amount of $24,280.11 to Student Tasty Biryani Inc. Accordingly, any amount paid by 8300844 Canada Inc. (Les Équipements Weststar) over the amount of $5,914.13, including interest and the additional indemnity, reduces the amount owing of $18,365.98; WITH LEGAL COSTS in favour of Student Tasty Biryani Inc.

DISMISSES 8300844 Canada Inc.’s Cross-Application; WITH LEGAL COSTS in favour of Student Tasty Biryani Inc. __________________________________ Jeffrey Edwards, J.C.Q. Me Abdoulaye N’diaye Étude légale de Me Roxa ne Hardy Inc. Attorneys for Plaintiff Me Edward J. Druker Druker Narvey Green Schwartz Attorneys for Defendants Date of hearing: December 9, 2016