Core Legal Issues:

• Validity and termination of an agreement of purchase and sale (APS).
• Entitlement to a deposit and any applicable interest.
• Responsibility for litigation costs associated with the dispute.

Key Facts:

• Peakhill Capital held a mortgage on a property owned by 1000093910 Ontario Inc., which defaulted, leading to a court-appointed receiver.
• The receiver disclaimed an initial APS between 1000093910 Ontario Inc. and 255 Ontario for $31,000,000.
• The receiver and 255 Ontario entered into a "stalking horse" agreement with a lower floor price of $24,255,000.
• Ren/Tex Realty Inc., holding the original APS deposit, refused to transfer it to the receiver, citing liability concerns.

Court’s Analysis:

1. Termination of Original APS:

   • The original APS was effectively terminated by the receiver’s disclaimer and subsequent court-approved stalking horse agreement.
   • The existence of multiple agreements for the same property with contradictory terms was legally untenable.

2. Interest on Deposit:

   • Ren/Tex must return the deposit to 255 Ontario with interest accrued since the funds were placed in an interest-bearing account in June 2024.
   • Interest prior to this date was denied, as Ren/Tex’s delay in releasing the funds was considered reasonable pending court determinations.

3. Costs Claim by Ren/Tex:

   • Ren/Tex’s request for litigation costs from the deposit was denied.
   • Ren/Tex’s participation in proceedings was deemed unnecessary, as the receiver and 255 Ontario had agreed on the deposit’s disposition.

Disposition:

• Ren/Tex must return the deposit with accrued interest since June 2024.
• No costs are awarded to Ren/Tex from 255 Ontario’s deposit.
• Further costs arguments must be submitted by January 31, 2025, if necessary.