Executive Summary: Key Legal and Evidentiary Issues

• Deemed admissions arising from unanswered Requests to Admit were treated as conclusive proof of liability and quantum, effectively replacing the need for a contested trial on the merits.
• The defendants’ repeated procedural defaults, including failure to appoint counsel and non-attendance at trial, led to the striking of all Statements of Defence and an unopposed proceeding.
• Liability was grounded concurrently in breach of a residential construction contract, negligence in the performance of the work, and negligent and fraudulent misrepresentation by key individuals.
• Corporate and individual defendants were found jointly and severally liable where they controlled and executed the defective renovation project, with Sebastian Bianchi identified as the controlling mind of the related companies.
• The court declined to rely on an oppression remedy to extend contractual interest consequences, instead finding sufficient relief through contract, negligence, and misrepresentation claims.
• A contractual 12% compound interest clause was held inapplicable to the homeowner’s damages claim, with pre- and post-judgment interest awarded instead at Courts of Justice Act rates.

Background and parties

The dispute arises from a residential renovation project at 125 Lee Avenue in Toronto, owned by Heather Meredith, in which her common-law spouse, Christian Lemassif, held a beneficial interest. Meredith entered into a contract on March 16, 2017 with Genuine Building Solutions Inc. (GBS), a general contractor, for substantial renovation work to the property. The contract incorporated certain emails by reference, required any change in the contract price associated with changes to the scope of work to be in writing, and mandated that the work conform to specific architectural plans and structural designs as well as the Ontario Building Code. The scope and price were later revised, with a revised contract price of $734,269.72 (inclusive of HST) and a scheduled completion date of February 28, 2018.
The defendants included GBS, related corporate entities TFC Construction Inc. (TFC) and TFC Construction (2013) Inc. (TFC 2013), and individuals Sebastian Bianchi and Giordano Bianchi, among others. Sebastian was the plaintiffs’ primary point of contact and was found to be the controlling mind of GBS, TFC, and TFC 2013, while Giordano was the sole officer and director of GBS for a defined period and acquiesced in Sebastian’s control.

Construction contract and performance problems

Under the contract, GBS undertook to perform the renovation in accordance with the architectural and structural specifications, to comply with the Ontario Building Code, and to build in a good and workmanlike manner—an implied term in construction contracts. The work quickly became problematic. Evidence and deemed admissions established that the work performed by GBS, TFC, TFC 2013 and the individual defendants deviated from the specifications without approval, did not conform to the Building Code, was not done in a good and workmanlike manner, and left the project in an unsafe and dangerous condition.
During the project, the owners raised multiple concerns. In June 2017, Lemassif reported puddles in the kitchen; Sebastian downplayed the issue, assuring that the water would dry and was not a real concern, although later rot was found in the pantry area. Meredith later complained that framing on the upper floor followed an outdated design, and that a subcontractor had reported non-payment by GBS. By December 2017, structural issues surfaced: a brick support post collapsed after excavation, triggering recommendations for bracing and hoarding.

Representations about timing, capability, and completion

The case also turned on a series of misrepresentations about the contractor’s capabilities and progress. Sebastian represented, through quotes and discussions, that GBS was capable of performing the work, although this was later deemed untrue, inaccurate, and misleading, and the plaintiffs reasonably relied on these assurances when hiring and continuing with GBS.
Sebastian made repeated promises about completion dates that he knew to be false or was reckless about: first, that the work would be completed within 236 days; then that it would be complete by February 28, 2018; and later, that it would be complete by dates in April and June 2018. These timelines were used to keep the plaintiffs from terminating the contract and to induce them to continue making payments.
He also represented that crucial structural elements and plumbing work were complete when they were not, caused those incomplete elements to be covered with drywall, and ensured GBS invoiced for work that had not been finished. Similar misrepresentations were made about water issues in the kitchen, which were portrayed as harmless despite ultimately being linked to rot.

Termination of the contract and resulting losses

The renovation was not completed by the February 28, 2018 target or by June 2018. On June 12, 2018, Meredith terminated the contract by letter delivered to GBS. At that point, the property required extensive remedial work because the existing construction was defective, unsafe, and non-compliant.
The plaintiffs then retained a new contractor to redo and complete the renovation. They incurred substantial additional costs: over $797,000 paid to the replacement contractor to redo or complete work that GBS and the related entities had either not properly performed or not completed; extra insurance costs caused by delay; and significant rental losses because they were forced to use a condominium that Lemassif otherwise would have rented out, and later suffered a rent shortfall when the unit was re-rented in a weaker market.
On top of this, the plaintiffs paid for hardwood flooring and media wiring more than once due to the need for remedial work, incurred costs to lift a construction lien from an unpaid subcontractor, had to pay that subcontractor directly, and bore an insurance deductible and engineering consulting costs associated with the problems at the property. They also had already paid substantial invoices to GBS, which became effectively wasted because the work had to be redone.

Procedural history, defaults, and deemed admissions

The plaintiffs issued their original Statement of Claim in July 2019 and an Amended Statement of Claim in March 2020, claiming $1.3 million in damages for breach of contract, negligence, negligent and fraudulent misrepresentation, and seeking, among other things, an oppression remedy.
As the litigation progressed, the defendants’ participation deteriorated. Their then-counsel was removed by court order, and Justice Chalmers later ordered both corporate and individual defendants to appoint counsel (or file notices to act in person) by a strict deadline, failing which their defences would be struck. While GBS, TFC, and certain individuals filed a Notice of Change of Lawyer appointing new counsel shortly before the deadline, TFC 2013 did not appoint counsel at all.
Crucially, the plaintiffs served two Requests to Admit (December 2024 and May 2025). The defendants failed to respond within the 20-day period prescribed by the Rules of Civil Procedure and never responded thereafter. Under Rule 51.03, this inaction meant the defendants were deemed to admit the truth of the facts set out in those Requests. Those deemed admissions covered key issues: the nature of the corporate relationships, the control exerted by Sebastian, the contractual terms and breaches, the negligent performance of the work, the misrepresentations, the damages figure, and facts relevant to an oppression remedy theory.
On the morning of trial in January 2026, counsel appeared for GBS and TFC but advised that he had been instructed not to oppose any relief the plaintiffs sought and that the individual defendants had filed Notices of Intention to Act in Person but did not intend to appear. No defence materials were filed, and none of the defendants attended.

Striking of defences and approach to liability

Given the defendants’ non-attendance and their explicit decision not to contest the case, the trial court treated the matter as an unopposed trial. The judge struck all Statements of Defence under Rule 52.01(2), relying also on the court’s inherent authority to strike a defence where a defendant fails to attend trial and the pleading is of no practical assistance. That step was taken in light of a pattern of obstruction and non-compliance with court orders, including the failure to timely appoint counsel.
At the same time, the judge relied heavily on the deemed admissions resulting from the unanswered Requests to Admit. Those admissions effectively established, among other things, that: GBS had breached the construction contract; the work performed by all defendants was negligent, unsafe, and not in a good and workmanlike manner; Sebastian and Giordano had made negligent misrepresentations; Sebastian had made fraudulent misrepresentations; and that all defendants’ negligence had caused a defined quantum of damages.
While courts have discretion not to accept admissions on matters of law or mixed fact and law in exceptional circumstances, the judge concluded that here it was appropriate to treat the deemed admissions as conclusive on liability. There was no effort by the defendants to retract or challenge them, and they were consistent with the factual narrative.

Causes of action: contract, negligence, and misrepresentation

On breach of contract, the court held that GBS had failed to perform in conformity with the contract, the specifications, the Building Code, and the implied term requiring good and workmanlike construction. The deficiencies and unsafe conditions amounted to a clear contractual breach.
On negligence, the judge emphasized that claims against contractors can proceed in both contract and tort. All defendants were deemed to admit that they owed a duty of care to the plaintiffs and that their work was negligently performed. Given the unsafe, non-compliant, and substandard workmanship that required substantial reconstruction, the elements of negligence were met. All corporate and individual defendants were therefore held jointly and severally liable in negligence.
On negligent misrepresentation, the court applied the familiar five-part test: a special relationship, reasonable reliance, an untrue statement, carelessness in making it, and damages caused by that reliance. Sebastian and Giordano’s representations about GBS’s capacity to do the job and about the status and quality of the work satisfied each element. Because corporate representatives are generally personally liable for torts they themselves commit, both individuals were found liable for negligent misrepresentation.
On fraudulent misrepresentation, Sebastian was found to have knowingly, or recklessly, made false statements about key aspects of the project—such as progress, completion timing, structural and plumbing work—and to have intended that the plaintiffs rely on them. That reliance led the plaintiffs to retain and continue paying GBS and its affiliates, and thereby caused them loss. The judge concluded that the classic elements of deceit were present and held Sebastian liable in fraudulent misrepresentation.

Oppression remedy and corporate conduct

The plaintiffs also advanced an oppression claim under the Business Corporations Act, arguing that, as creditors or judgment creditors, they were “proper persons” entitled to relief. The deemed admissions included assertions that the business affairs of GBS, TFC and TFC 2013 were conducted in a manner oppressive, unfairly prejudicial, or unfairly disregarding of the plaintiffs’ interests, and that assets were misappropriated or diverted such that GBS would be unable to meet its obligations to them.
While recognizing that creditors and judgment creditors can in some situations have standing to bring oppression claims, the judge found it unnecessary to decide whether these plaintiffs qualified as “proper persons” in this specific case. The practical relief sought under oppression—principally joint and several liability for what was originally a contractual claim against GBS—was already available through the established negligence and misrepresentation findings. Since the same damages were recoverable under those successful causes of action, and there was no interest-rate advantage that depended on framing all defendants as contract breachers, the court declined to rule definitively on oppression standing or to rely on that route for the remedy.

Damages assessment and reliance on deemed admissions

A central question was whether the deemed admissions about damages—specifically that the plaintiffs suffered losses of $1,046,438.14 by reason of breach of contract, negligence, and misrepresentation—were sufficient, on their own, to prove quantum. Although some authorities have accepted Requests to Admit as adequate proof of damages, others have been more cautious, especially where the defendants wish to challenge contested or “soft” heads of loss.
In this case, the judge distinguished those situations because the defendants neither responded to the Requests to Admit nor appeared at trial to contest damages. The court held that, in the circumstances, the deemed admissions alone were sufficient to establish damages. However, out of caution and to ensure a complete record, the judge proceeded with a full hearing on damages. Meredith and Lemassif gave viva voce evidence and produced extensive documentation, which the court found persuasive and specific.
The resulting damages picture included: costs paid to the second contractor to remedy and complete the works; additional insurance premiums; lost rental income and a later rent shortfall on the condominium; duplicated payments for hardwood floors and media wiring; lien-related expenses; direct subcontractor payments; an insurance deductible; and engineering fees. The plaintiffs also claimed back the sums paid to GBS, given that the underlying work had to be redone, with some adjustment for overlapping work performed by the second contractor.
While the plaintiffs initially advanced somewhat higher figures for damages tied to negligent and fraudulent misrepresentation (arguing that, but for misrepresentations, they would have terminated earlier and saved some expenditures), they ultimately confined their request across contract, negligence, and misrepresentation to the common amount reflected in the deemed admissions: $1,046,438.14. The court accepted that figure as both admitted and proved.

Interest, policy-type clauses, and refusal of 12% compound interest

Although this is not an insurance policy case, there was a contractual term that functioned somewhat like a “finance” clause: the construction contract stipulated a 12% interest rate, compounded daily, on any amounts owing under the contract. The plaintiffs argued that, because their damages flowed from the contractor’s breach of that same contract, they should be treated as “amounts owing pursuant to the contract,” thereby attracting 12% compound pre- and post-judgment interest. They further sought to extend this rate to all defendants through an oppression-based theory that would effectively treat every defendant as if it were a contractual counterparty.
The judge rejected this interpretation. The interest clause was designed for late payments by the homeowner to the contractor on invoices or other sums contemplated in the performance of the contract, not for damages payable to the homeowner when the contractor breaches its obligations. In other words, the contract set a high interest rate to protect the contractor’s cash flow in the event of delayed payments by the owner, but it did not amount to an agreement that any damages the contractor might owe for defective performance would also bear that rate.
The plaintiffs also invoked equitable principles and case law that support compound interest as a restitutionary remedy in cases of fraud or breach of fiduciary duty, where a wrongdoer misappropriates a sum and is treated as having had the opportunity to earn compound returns on the ill-gotten gains. The court found those authorities distinguishable here. Although Sebastian’s conduct involved fraudulent misrepresentation, the scenario was not one where the defendants had simply taken and kept a pool of money equal to the damages: they had used funds to pay for some materials and subcontractors, and some heads of loss (such as foregone rent) represented pure loss to the plaintiffs without a corresponding gain to the defendants. Because the damages were not straightforward gains to be stripped through restitution, the judge declined to award compound interest on equitable grounds.
In the absence of a contractual or solid equitable basis for deviating from the statutory framework, the court applied the simple interest rates prescribed by the Courts of Justice Act for both pre- and post-judgment interest. Pre-judgment interest was ordered from June 12, 2018, the date the contract was terminated.

Final outcome and overall result

In the end, the court found GBS liable for breach of contract and held all individual and corporate defendants jointly and severally liable in negligence for the defective and unsafe renovation work at the Meredith–Lemassif residence. It further concluded that Sebastian and Giordano were liable for negligent misrepresentation and that Sebastian alone was liable for fraudulent misrepresentation arising from his false assurances about timing, capability, and the state of completion. These combined findings meant that the full financial consequences of the botched renovation and the reliance-based losses could be recovered from any of the defendants.
The judge accepted that the plaintiffs’ losses had been both admitted through the unanswered Requests to Admit and independently proved at trial, and fixed damages at $1,046,438.14. All defendants were made jointly and severally liable for this amount, ensuring that the homeowners would not bear the risk of insolvency or non-payment by any particular defendant. Pre-judgment interest at Courts of Justice Act rates was ordered from June 12, 2018, with post-judgment interest to continue at statutory rates, and costs were left to be determined if the parties could not agree. As a result, homeowners Heather Meredith and Christian Lemassif emerged as the successful parties, with a substantial monetary judgment of $1,046,438.14 plus pre- and post-judgment interest and yet-to-be-fixed costs ordered in their favour.