Kingsett Mortgage Corporation v. Churchill Lands United Inc.
Kingsett Mortgage Corporation
Law Firm / Organization
Cassels Brock & Blackwell LLP
Churchill Lands United Inc.
Law Firm / Organization
Gardiner Roberts LLP
KSV Restructuring Inc., in its capacity as Court-appointed receiver
Law Firm / Organization
Bennett Jones LLP
1001024143 Ontario Inc., Graham Halley, the Purchaser under the proposed AVO
Law Firm / Organization
Not Specified
Lawyer(s)

Gregory Dubecky

Key Issues:

  1. Approval of the sale of real property owned by Churchill Lands United Inc. under a court-supervised receivership process.
  2. Examination of whether the sale price met the test of being commercially reasonable under the Royal Bank of Canada v. Soundair Corp. framework.
  3. Granting of a sealing order for sensitive financial details pending transaction completion.

Factual Background:

  • The property in question was subject to receivership under the Bankruptcy and Insolvency Act and the Courts of Justice Act.
  • A court-approved sale process was managed by KSV Restructuring Inc. (the Receiver).
  • No bids were initially received during the marketing phase. A subsequent offer led to a Sale Agreement with 1001024143 Ontario Inc.
  • The purchase price was significantly lower than previous appraisals due to undisclosed adverse factors influencing market value.

Court Rulings:

  1. Approval of Sale Agreement:

    • The court applied the Soundair principles, concluding that:
      • The Receiver acted prudently and transparently in conducting the sale process.
      • The property’s market exposure and the sale process complied with court orders.
      • The Sale Agreement was the highest and best offer under the circumstances.
    • The objections by the debtor were deemed insufficient to override the sale process's integrity.
  2. Sealing Order:

    • Confidential financial details were sealed to preserve sale integrity and stakeholder interests.
    • The order would expire upon transaction completion.
  3. Discharge and Fees:

    • The Receiver was authorized for discharge upon transaction closure and filing a discharge certificate.
    • Professional fees were deemed reasonable and approved.

The court did not specify a total monetary award or costs but directed that the sale proceeds be used to satisfy the senior secured creditor (Kingsett).

Superior Court of Justice - Ontario
CV-24-00718940-00CL
Corporate & commercial law
Applicant
23 April 2024