Key Issues:
- Approval of the sale of real property owned by Churchill Lands United Inc. under a court-supervised receivership process.
- Examination of whether the sale price met the test of being commercially reasonable under the Royal Bank of Canada v. Soundair Corp. framework.
- 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:
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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.
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Sealing Order:
- Confidential financial details were sealed to preserve sale integrity and stakeholder interests.
- The order would expire upon transaction completion.
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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).