Peakhill Capital Inc. v. 1000093910 Ontario Inc.
Peakhill Capital Inc.
Law Firm / Organization
Not Specified
1000093910 Ontario Inc.
Law Firm / Organization
Scalzi Caplan LLP
Lawyer(s)

Gary M. Caplan

2557905 Ontario Inc.
Ren/Tex Realty Inc.
Law Firm / Organization
Lerners LLP

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.
Superior Court of Justice - Ontario
CV-23-00004031-0000
Real estate
Other