Grant Thornton Ltd. v. Stavropoulos, 2026 ONSC 2134

CITATION: Grant Thornton Ltd. v. Stavropoulos, 2026 ONSC 2134

COURT FILE NO.: CV-25-751259-00CL

DATE: 20261004

SUPERIOR COURT OF JUSTICE – ONTARIO [Commercial List]

RE: GRANT THORNTON LIMITED, in its capacity as trustee in bankruptcy of the estate of PANAGIOTIS STAVROPOULOS also known as PETER STAVROPOULOS

Plaintiff

AND:

PANAGIOTIS STAVROPOULOS also known as PETER STAVROPOULOS, MARIA STAVROPOULOS, DENNIS STAVROPOULOS, NICK POLITIS, INFOSTREAM SOLUTIONS INC., MARIA STAVROPOULOS and DENNIS STAVROPOULOS in their capacities as trustees of THE ORION (2021) TRUST, JOHN DOE AND JANE SMITH

Defendants

BEFORE: Justice Jana Steele

COUNSEL: Gavin H. Finlayson & Patrick Corney, for the Plaintiff Grant Thornton Ltd, in its capacity as trustee in bankruptcy of the estate of Panagiotis Stavropoulos, also known as Peter Stavropoulos

Emily Young & Dayna Christy, for the Defendant, Nick Politis

HEARD: April 2, 2026

ENDORSEMENT

1Nick Politis (“Nick”) brings a motion seeking a variance of the ex parte Mareva injunction granted on October 15, 2025.

2The Mareva injunction was ordered against Peter Stavropoulos (“Peter”), his wife, Maria Stavropoulos (“Maria”), his father, Dennis Stavropoulos (“Dennis”), InfoStream Solutions Inc., a private company controlled by Peter where he works as CEO (“InfoStream”), and Peter’s family trust, the Orion (2021) Trust (the “Orion Trust”) (collectively, the “Mareva Defendants”). Nick and Peter are third cousins. Limited injunctive relief was also ordered against Nick. Among other things, the Court ordered that Nick and the Orion Trust were enjoined from enforcing their joint security agreement against InfoStream. Nick now seeks variation of the injunction such that he may appoint a receiver over InfoStream’s property.

3For the reasons set out below, Nick’s motion is dismissed.

Background

4Nick lives in Miami, Florida. He is the CEO of Mr. Greens Produce Inc. and has been since 2019.

5In 2019 Shoreline Capital bought Mr. Greens Produce for $111 million USD. Nick received about $20 million USD for his share of the company, which he reinvested in the company (other than $2 million USD). In May 2023 Shoreline Capital sold its interest in Mr. Greens Produce to another private equity firm for just under $400 million. Nick’s interest in the company at that time was worth about $40 million USD. Subsequently, Nick decided to take out half his interest in Mr. Greens Produce to diversify his investments. He took out about $20 million USD.

6Peter is Nick’s third cousin on his father’s side. Nick and Peter grew up in the Toronto area and saw each other regularly at family events.

7Peter was deemed to have made an assignment in bankruptcy in April 2022. Grant Thornton Limited (the “Trustee”) was appointed as trustee in bankruptcy for Peter’s estate. The Trustee sought the Mareva Order at issue. Peter was a successful businessperson, having sold a company in 2004 for approximately $74 million. Peter has over $80 million of claims filed against him in the bankruptcy proceedings; however, recoveries to date have been de minimis. Peter’s discharge from bankruptcy is opposed and has been adjourned sine die.

8InfoStream is a company incorporated in Ontario. Nick made various advances to InfoStream starting in and around May 2023.

9Peter is InfoStream’s CEO.

10Dennis is Peter’s father. Dennis, who is 85 with no relevant business experience or training, is Infostream’s president and sole director.

11Maria is Peter’s spouse. Maria purchased 449 Sunset Beach Road, Richmond Hill, Ontario (the “Sunset Beach Property”) for $5,900,000 on or about October 5, 2023, with funds advanced from InfoStream (the “InfoStream Loan”). On or about the same day as the InfoStream Loan was made to Maria, Nick transferred $5.49 million (USD) to InfoStream.

12On or about March 26, 2024, InfoStream registered a $6,073,000 mortgage charge on the Sunset Beach Property in respect of the InfoStream Loan.

13Nick and InfoStream executed a loan agreement (the “Loan Agreement”) and general security agreement (the “GSA”) on or about March 25, 2024. The PPSA registration was entered on March 27, 2024.¹ The loan and security agreements were in place before Nick advanced the last $4 million (approximately) to InfoStream.

14On or about January 1, 2021, the Orion Trust was settled, with Peter, Maria, and Dennis as trustees. The Orion Trust’s beneficiaries include Peter, Maria, Dennis and their immediate family members. Peter was subsequently removed as a trustee of the Orion Trust. The Orion Trust also entered into a loan agreement and general security agreement with InfoStream in or around March 2024. However, the Orion Trust has not advanced any funds to InfoStream.

15On or about September 9, 2025, the Trustee issued the Statement of Claim.

16The Mareva injunction was obtained on an ex parte basis on October 15, 2025. I granted the Mareva order freezing the assets of Peter, Maria, Dennis, and InfoStream, and restraining Nick from enforcing his security against InfoStream.

17At the return of the Mareva, on notice, the matter was adjourned to December 10, 2025. The parties returned for a case conference before me on November 21, 2025 seeking to further adjourn the return of the Mareva to February 2, 2026. The parties sought another case conference, which was held on January 15, 2026. The February 2, 2026 motion date was vacated at that case conference. A further case conference was held on February 3, 2026, at which time this motion was scheduled. No person has otherwise sought to vary the Mareva injunction.

18On or about January 14, 2026 Nick (through counsel) sent a demand letter to InfoStream (c/o Dennis) to repay the loan in full (the “Demand Letter”).

Analysis

19Nick says that he has advanced $12,540,000 USD to InfoStream between May 4, 2023 and October 2, 2024 and that he has demanded payment of the loan, which has not been repaid. The Demand Letter stated:

Mr. Politis has loaned [InfoStream] $12,540,000 between May 4, 2023 and October 2, 2024. Under clause 5 of the loan agreement, InfoStream is obligated to repay this loan within ten days of Mr. Politis’ demand. Please accept this letter as Mr. Politis’ demand to repay the entirety of his loan with interest as specified in clause 4 of the loan agreement.

20The Trustee takes issue with whether Nick’s advances to InfoStream were made by Nick from his personal funds. Further, the Trustee takes issue with whether the advances are properly characterized as debt, as opposed to equity. The Trustee argues the advances were not loans. Nick says that the advances (other than perhaps the first $3 million, which was used to subscribe for shares of InfoStream²) were loans and that he is a secured creditor of InfoStream entitled now to appoint a receiver. One of the issues to be determined in the main action is the validity of Nick’s security. The Trustee’s position is that the mortgage from InfoStream on the Sunset Beach Property is a sham, and the security is a sham.³ In the action, among other things, the Trustee is seeking to unwind the transaction to recoup money for Peter’s estate.

21The documentation for the Loan Agreement and GSA between Nick and InfoStream (executed on or about March 25, 2024) is backdated to June 30, 2023. The PPSA registration was registered on or about March 27, 2024. Nick also provided bank statements showing the flow of funds from his account to InfoStream.⁴ About $4.05 million USD of Nick’s advances were made following the execution of the Loan Agreement and GSA.

22Nick’s position is that he has provided the Trustee with the information the Trustee needs to assess the source of the funds Nick says he loaned to InfoStream. However, Nick refused to provide the Trustee with certain contemporaneous documents that would have supported his position, including his U.S. tax returns and his affidavit of assets and liabilities from Nick’s divorce proceeding.

23Nick is a sophisticated businessperson⁵ with considerable wealth. It is highly unusual, at best, that Nick would loan a significant amount of his own money, at below market terms⁶, to a startup company without having any definitive documentation in place. When Nick decided to diversify his investments to include companies other than Mr. Green Produce, he made a series of investments in other startup ventures (Pepper, Green Life Farms, Puttshack, and Union). For each of the investments (except InfoStream), Nick, as a sophisticated investor, settled on definitive terms for the investment with the company.

24Further, the evidence regarding InfoStream is that the company has never had any material revenue. InfoStream was a startup. Peter, in his answers to undertakings, indicated that as of January 30, 2024, InfoStream Canada had zero value. The Trustee’s position is that to the extent Nick made further advances to InfoStream, the nature of these advances was more consistent with equity than debt. Among other things, Nick did not receive any interest payments, and he expected to be paid from profit, as opposed to from cash flow.

25I agree with the Trustee that there are issues regarding the nature, validity and priority of Nick’s advances that raise credibility issues that cannot be determined on the paper record before me.

26The Trustee submits that it is not necessary for me to determine on this motion whether Nick’s advances to InfoStream were debt or equity because it is not just or convenient to appoint a receiver. I agree.

27As noted above, Nick seeks the appointment of a receiver over InfoStream’s assets.

28Under s. 101 of the Courts of Justice Act, R.S.O. 1990, c C.43, and s. 243(1) of the Bankruptcy and Insolvency Act, R.S.C., 1985, c. B-3, the Court may appoint a receiver where it is “just or convenient” to do so.

29Nick relies heavily on the contractual right in the general security agreement to appoint a receiver where there has been a default.⁷

30Nick points to the frequently cited principle from Elleway Acquisitions Ltd. v. Cruise Professionals Ltd., 2013 ONSC 6866, at para. 27:

[W]hile the appointment of a receiver is generally regarded as an extraordinary equitable remedy, courts do not regard the nature of the remedy as extraordinary or equitable where the relevant security document permits the appointment of a receiver. This is because the applicant is merely seeking to enforce a term of an agreement that was assented to by both parties.

31However, in determining whether it is “just or convenient” to appoint a receiver, the Court must consider “all of the circumstances but in particular the nature of the property and the rights and interests of all relevant parties:” Nova Scotia v. Freure Village on Clair Creek (1996), 1996 8258 (ON SC), 40 C.B.R. (3d) 274 (Ont. S.C.), at para. 10. The right of the secured creditor under its security to appoint a receiver is one factor in the holistic assessment done by the court.

32The Trustee notes that the cases where the court has relied primarily on the contractual right to appoint a receiver did not involve challenges to the secured status of the creditor. Even where there is a contractual right for the appointment of a receiver, the court still must consider what it is being asked to do and why. The court must conduct a balancing of interests. The court also may consider the purpose the receiver is sought to fulfil, bearing in mind that the appointment of a receiver should be granted cautiously. As noted by the Trustee, a contractual right does not make the appointment of a receiver pro forma. The appointment of a receiver is an authority exercised by the court where it is just or convenient to do so.⁸

33The Trustee asks the Court to look beyond the documents and consider, among other things, the relationship of the parties and the economic realities of the transactions (not just their strict technical form).

34As set out in Canadian Western Bank v. 2563773 Ontario Inc., 2023 ONSC 4766, at para. 9, the court has historically considered the following factors in determining whether it is just or convenient to appoint a receiver:

1. Whether irreparable harm might be caused if no order is made, although as stated above, it is not essential for a creditor to establish irreparable harm if a receiver is not appointed where the appointment is authorized by the security documentation;
2. The risk to the security holder taking into consideration the size of the debtor’s equity in the assets and the need for protection or safeguarding of assets while litigation takes place;
3. The nature of the property;
4. The apprehended or actual waste of the debtor’s assets;
5. The preservation and protection of the property pending judicial resolution;
6. The balance of convenience to the parties;
7. The fact that the creditor has a right to appointment under the loan documentation;
8. The enforcement of rights under a security instrument where the security-holder encounters or expects to encounter difficulties with the debtor;
9. The principle that the appointment of a receiver should be granted cautiously;
10. The consideration of whether a court appointment is necessary to enable the receiver to carry out its duties efficiently;
11. The effect of the order upon the parties;
12. The conduct of the parties;
13. The length of time that a receiver may be in place;
14. The cost to the parties;
15. The likelihood of maximizing return to the parties; and
16. The goal of facilitating the duties of the receiver.

35Nick seeks the appointment of a receiver with possessory and managerial powers (as opposed to a receiver with a limited investigatory mandate). Nick is of the view that because of InfoStream’s prequalification to bid on certain projects, InfoStream has potential to succeed and that the Mareva Order is stifling InfoStream’s ability to bid on contracts. In Nick’s cross-examination he was asked about the receiver’s potential role. Nick indicated that a receiver for InfoStream would, with money from investors, oversee and manage the business, possibly hire employees, bid on and enter into contracts. Essentially, Nick seems to want a receiver to go in, solicit investors and restart a business that, so far, has been a failed startup.

36Peter, the CEO of InfoStream, swore an affidavit regarding InfoStream’s assets, which include three vans, bank accounts with less than $200,000 total in cash, and some chattels (computers, etc.). The company does not have any offices⁹ (it is currently “run” out of the Sunset Beach Property – the residence of Peter, Dennis, and Maria), or customers or contracts. The only significant asset of InfoStream is the below market third mortgage on the Sunset Beach Property. The Mareva injunction that is in place covers the Sunset Beach Property. The collateral is not at risk of deteriorating.

37There is no evidence that InfoStream has had material revenue at any time. Peter had an undertaking to produce revenue figures for each year of incorporation for InfoStream. The answer provided by Peter was the following: “The revenue figures for each year of incorporation are not known to Peter.” Peter was asked to produce InfoStream’s internal financial statements for each year of incorporation. The answer provided by Peter was the following: “The company did not produce financial statements.”

38In March 2025, Peter sent an email to his “core team” stating:

1. I don’t see a path to success at all.
2. Even with a George (sales) I still cant see the monies coming back for years, plus he will need one years of moneys to succeed.
3. The burn is so hard core even after the departures, we have the monies but I have lost belief.
4. I need to be civil and pleasant with the upmost of respect as you are the core team.
5. Lets do our best to keep our reputations in tact please my simple ask. Not good for anyone of us.
6. Everyone will get paid it’s the law.
7. I have given notice for March 31 at 5VR and 255 [InfoStream’s Canadian and American offices].
8. The time has come sorry.
9. Please don’t advertise as I don’t know the plan moving forward.
10. But lets call March 31 the last day. That’s for now. I am still thinking a remote cost effective plan – no idea as I write this email.
11. I will keep the cabling open for biz as it makes money.
12. By individual we can discuss the situation and desires of each.
13. I am not folding Infostream as I cant as we have ZERO debt but I cant continue the burn – I love all but money and pain rules.
14. I have not put all my thoughts together, but this is our reality.
15. ROE to pad the interim will be made but its not a lot.

From the bottom of my heart and soul I thank you but this round I lost – NO SALES but I tried.

39Nick says that a receiver can go in to Infostream, see what is there, and stabilize and run the business. However, there is no need to stabilize the business, because there is no business. The evidence includes certain business-related emails and invoices from 2024, but nothing recent. There is no evidence of any current employees or contracts.

40The appointment of a receiver would involve another court officer and further cost.

41I also note that Nick is not an arm’s length third party. He is family. He has visited the Sunset Beach Property on many occasions, including in January, following the demand on the loan. There is evidence that since the Mareva was put in place Nick has provided Peter’s adult age daughters (who also live at the Sunset Beach Property) with about $77,000.

42Finally, when balancing interests in the instant case, the appointment of a receiver is not just or convenient. In order to grant the relief requested by Nick, I would have to find that he is a secured creditor, which basically negates the Trustee’s existing litigation. The Mareva would be lifted as it relates to Nick’s security, which as noted above is contested.

43Nick’s motion is dismissed.

Justice Jana Steele

Date: April 10, 2024

Subsection 243(1) of the BIA provides:

(1) Subject to subsection (1.1), on application by a secured creditor, a court may appoint a receiver to do any or all of the following if it considers it to be just or convenient to do so;

(a) Take possession of all or substantially all of the inventory, accounts receivable or other property of an insolvent person or bankrupt that was acquired for or used in relation to a business carried on by the insolvent person or bankrupt;

(b) Exercise any control that the court considers advisable over that property and over the insolvent person’s or bankrupt’s business; or

(c) Take any other action that the court considers advisable.

Footnotes

1. 1The PPSA registration lists Nick’s address as 449 Sunset Beach Road, Richmond Hill (Peter’s address).
2. 2The first $3 million share subscription followed an email from Peter to Nick and others titled “Infostream Decks and Family and Friends only investment docs.” The $3 million investment is also supported by share subscription documentation. The evidence supports Nick having invested $3 million in InfoStream for 3 million shares of InfoStream.
3. 3The approx. $6 million luxury home was purportedly purchased by Maria, Peter’s unemployed spouse, using funds that were allegedly loaned to her by InfoStream. Additionally, the grant of security to Nick, on a below market loan allegedly made to InfoStream just prior to the house purchase, was back dated.
4. 4Advances were made from Nick to InfoStream as follows: May 3, 2023 - $3,000,000 USD; October 4, 2023 - $5.49 million USD; April 11, 2024 - $3.15 million; September 4, 2024 - $300,000 USD; September 30, 2024 – $250,000; October 1, 2024 - $250,000; October 2, 2024 - $100,000.
5. 5Nick has a bachelor’s degree in economics and an international MBA from York University. He worked as a derivatives trader in Toronto before moving to the US, where he has worked in a variety of business positions.
6. 6Among other things, the backdated Loan Agreement provides for a revolving facility of up to $50 million (more than Nick could loan), and a 2% per annum interest rate (which was not ever paid).
7. 7Section 7(a)(iv) of the GSA grants Nick the contractual right to appoint a private receiver of InfoStream in the event of default by InfoStream. Section 7(c) of the GSA describes the powers the private receiver will have, including the power to carry on InfoStream’s business and exercise remedies. Although the agreement provides for a private receiver, Nick is seeking a court appointed receiver.
8. 8Subsection 101(1) of the CJA provides: “In the Superior Court of Justice, an interlocutory injunction or mandatory order may be granted or a receiver or receiver and manager may be appointed by an interlocutory order, where it appears to a judge of the court to be just or convenient to do so.”
9. 9InfoStream Canada was locked out of its premises as of the end of March 2025. InfoStream US settled with its landlord on a breach of lease claim and moved out of its premises in or around September 2025.