The Court denied Mayfield’s application to stay the effects of a consent receivership order granted on September 6, 2024.
Mayfield had been in financial distress and default since March 2021, with outstanding debts exceeding $38.8 million.
The consent receivership order allowed ATB Financial to appoint a receiver once a lender’s certificate was filed, which ATB did on October 24, 2024.
The Court ruled that Mayfield had consented to the receivership order and failed to establish the necessary criteria to justify a stay.
The receiver (Ernst & Young Inc.) was authorized to take control of Mayfield’s assets, terminate the president, and initiate steps to stabilize operations.
Final outcome: The receivership continued as planned, and Mayfield’s stay application was dismissed?.
2025 ABKB 61
The Court ruled that a forced share sale provision in Mayfield’s unanimous shareholders agreement was void under the anti-deprivation rule.
This provision would have allowed two shareholders to buy Mayfield’s shares at a 25% discount and pay over 36 months without interest.
The Court found that this clause removed value from Mayfield’s estate upon insolvency, making it unenforceable.
The receiver was authorized to proceed with a sales and investment solicitation process (SISP) to sell Mayfield’s shares at market value.
Shareholders’ applications to enforce the share sale provision and lift the receivership stay were dismissed.
Final outcome: The receiver maintained control, and Mayfield’s assets, including its shares, would be marketed for sale at fair value?.
Overall Outcome:
The receivership was upheld.
Mayfield’s assets, including shares in 1995 Alberta Ltd., were subject to a court-approved sales process.
Shareholders failed in their attempt to acquire Mayfield’s shares at a discounted price.
The receiver remained in control of Mayfield’s assets and operations.
No financial awards were ordered beyond the receivership enforcement.
