Proceedings.

2735447 Ontario Inc (known as Rosehill) - Court Appointed Receiver

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Proceeding
Receivership (court-appointed)section 248 of the Business Corporations Act, R.S.O. 1990, c. B.16 and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43
Court
Ontario Superior Court of Justice · Commercial List
File
CV-22-00682959-00CL
Industry
Real estate · Residential development
Filings held64
Last activity11 Apr 2025
On the record1,581 days
Secured debtSubscribers
OverviewSummary updated

2735447 Ontario Inc, known as Rosehill, was placed under a court-appointed receiver by order of the Ontario Superior Court of Justice (Commercial List) on June 21, 2022, in a bankruptcy proceeding under the Bankruptcy and Insolvency Act carried on court file CV-22-00682959-00CL. The receivership order is the commencing step in the proceeding and the only milestone on this record; no subsequent steps, reports or orders are recorded here. The proceeding is recorded as closed.

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Case updates64 dated entries
#Report

The purpose of this First Report is to: (a) provide a summary of the background of the Company; (b) provide a summary of the offer received for the purchase of Rosehill (as defined below) and the status of that potential transaction; (c) report on the activities of the Receiver since its appointment; (d) provide information in support of the Receiver’s request for Court approval of the activities of the Receiver as described in this First Report; and (e) provide information in support of the Receiver’s request for Court approval to engage a real estate broker and to enter into a marketing and sale process (the “Sale Process”) for the Property to be undertaken by the Receiver as described herein — Court officer report

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#Order

The court appointed Ernst & Young Inc. as receiver and manager, on the application of ROSE-ISLI CORP., 2631214 ONTARIO INC., SEASIDE CORPORATION, and 2735440 ONTARIO INC.. Court file CV-22-00682959-00CL.

Source: Receivership Order

#Filing

1 Notice of Application (To Be Delivered) 2 Affidavit of Michael J. Smith sworn July 1, 2022 A Executive Profile of Michael Smith (“Smith”) B Photographs and Renderings of Capital Build’s Projects C Email from Davide Di Iulio (“Di Iulio”) to Smith dated January 25, 2022 at 4:34 p.m. D Email from Di Iulio to Smith dated January 25, 2022 at 5:18 p.m. E Email from Di Iulio to Smith dated January 25, 2022 at 6:39 p.m. F Bare Trust Agreement between 2735440 Ontario Inc. and Seaside Corporation dated January 30, 2020 G Transcribed voice recording from Management Committee meeting on April 11, 2022 H Statutory declaration sworn by Kararzyna Pikula (“Pikula”) on January 25, 2022 I Statement of Claim (CV-22-00676658-00CL) dated February 9, 2022 and Statement of Defence (CV-22-00676658-00CL) dated April 14, 2022 J Spreadsheet listing files in relation to the services that Capital Build provided to the Project from January 20, 2020 onwards K Contracts between Rosehill and MTN Construction Inc. and Rosehill and RCG Excavation Ltd. L Permit Drawings M Emails between Smith and Pikula re Royal Bank of Canada bank account N Contract between Rosehill and KNYMH dated July 25, 2020 O Additional Service Authorizations between February 12, 2021 and April 6, 2022 P Emails between Pikula, Smith, Frank Servello (“Servello”) and Alfredo Malanca (“Malanca”) re suite changes Q Notice from the RCMP re Nick Monasteridis’ arrest R Email between Dickinson Wright LLP and TYR dated June 30, 2022 S Reliance Letter dated January 4, 2022 T Email between Letizia D’addario from the City of Vaughan and Smith dated April 5, 2022 U Emails from Smith to Nusite Contractors Ltd. and Delta Elevator Co. Ltd. dated May 5, 2022 re contract cancellations V Steven Gray’s covering email to the Lakeshore Agreement dated June 15, 2022 3 Affidavit of Frank Servello sworn July 1, 2022 A Executive Profile of Servello B Handwritten Notes re Telephone Calls with Malanca and others C Purchaser Worksheets 4 Draft Order Appointing Signing Officer — Application / notice of application

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#Order

1. Notice of Application, issued June 2022 A Schedule “A” - Draft Receiver Order 2. Affidavit of Katarzyna Pikula, sworn June 21, 2022 A Exhibit “A” - Corporate Profile Report for 2631214 Ontario Inc. B Exhibit “B” - Corporate Profile Report for Rose-Isli Corp. C Exhibit “C” - Share Certificate re 2735447 Ontario Inc., dated May 26, 2020 D Exhibit “D” - Corporate Profile Report for 2735440 Ontario Inc. E Exhibit “E” - Corporate Profile Report for 2735447 Ontario Inc. (Rosehill) F Exhibit “F” - Corporate Profile Report for Frame-Tech Structures Ltd. G Exhibit “G” - Frame-Tech Structures Ltd. Share Certificate, dated June 6, 2020 H Exhibit “H” - Corporate Profile Report for Capital Build Construction Management Corp. I Exhibit “I” - Parcel Register for the Property described as: Part of the West Half of Lot 7, Concession 7, Vaughan, as in WB5781, R543781 and Part 1, Plan 65R-11983; City of Vaughan J Exhibit “J” - Joint Venture Agreement between 2735447 Ontario Inc., 2631214 Ontario Inc., 2735440 Ontario Inc. and Frame Tech Structures Ltd. K Exhibit “K” - Shareholder Register as of March 31, 2022 L Exhibit “L” - Charge/Mortgage YR3057324 and associated Instrument Statement M Exhibit “M” - Charge/Mortgage YR3057328 and associated Instrument Statement N Exhibit “N” - Email correspondence between Alfredo Malanca and Frank Servello, dated December 31, 2019 O Exhibit “O” - Email from Mike Smith, dated January 7, 2020 re OML 2nd Mortgage P Exhibit “P” - Closing Book for the 2735440 Ontario Inc. Mortgage, prepared by SR Law Q Exhibit “Q” - Confirmation of delivery of Closing Book R Exhibit “R” - Draft Loan Agreement for failed Risi Loan S Exhibit “S” - Email exchange re failed Risi Loan, dated September 29, 2020 T Exhibit “T” - Loan Agreement between 2735440 Ontario Inc. and 2735447 Ontario Inc., dated October 23, 2020 U Exhibit “U”- Kingsett Capital letter and covering email, dated November 6, 2020 V Exhibit “V” - Email exchange between Alfredo Malanca, Kasi Pikula, Frank Servello and Mike Smith re IFC drawings, dated January 2021 W Exhibit “W” - Charge/Mortgage YR3194921 and associated Instrument Statement X Exhibit “X” - Charge/Mortgage YR384258 and associated Instrument Statement Y Exhibit “Y” - Kingsett Capital updated Letter of Interest, dated July 22, 2021 Z Exhibit “Z” - Subordination and Standstill Agreement between Computershare Trust Company of Canada, 2735440 Ontario Inc. and 2735447 Ontario Inc. AA Exhibit “AA” - Charge/Mortgage YR3372765 and associated Instrument Statement BB Exhibit “BB” - Email exchange between Kasia Pikula and Mike Smith re Signing Authority, between October 29, 2020 - October 30, 2020 CC Exhibit “CC” - Notice of Default Rosehill JV Agreement, dated April 20, 2022 DD Exhibit “DD” - Correspondence from Tyr LLP to Frank Servello and Mike Smith, dated May 4, 2022 EE Exhibit “EE” - Correspondence from Tyr LLP to Dickinson Wright LLP, dated May 19, 2022 FF Exhibit “FF” - Correspondence from Dickinson Wright LLP to Tyr LLP, dated May 26, 2022 GG Exhibit “GG” - Construction Lien and Notice Letter (from Dickinson Wright LLP), dated May 2, 2022 HH Exhibit “HH” - Correspondence from Dickinson Wright LLP to Kasia Pikula, dated May 10, 2022 re Notice of Default re 2631214 Ontario Inc. II Exhibit “II” - Email exchange between Frank Servello and Elisa McHugh, re Shareholder Register - Rosehill - Inception to March 2022, dated April 13, 2022 JJ Exhibit “JJ” - Accounts Payable Summary effective February 18, 2022 KK Exhibit “KK” - Statutory Declaration, dated January 25, 2022 with covering email LL Exhibit “LL” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio, re Meeting Agenda - Rose Hill - Monday April 11, 2022 10AM, dated April 8, 2022 MM Exhibit “MM” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio re Rose Hill JV stakeholder meeting vote to sell property, dated April 14, 2022 NN Exhibit “NN” - Receipt of Registration of Notice of Interest on Title of the Lands OO Exhibit “OO” Correspondence from Dickinson Wright LLP to J’Adore Homes Inc. dated May 18, 2022 PP Exhibit “PP” – Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 QQ Exhibit “QQ” – Proposed Funds Distribution Agreement RR Exhibit “RR” - Email from Dickinson Wright LLP to Tyr LLP and Borden Ladner Gervais LLP, dated June 20, 2022 SS Exhibit “SS” - Trez Capital Notice of Default, dated May 24, 2022 with June 2, 2022 covering email TT Exhibit “TT” - Ernst & Young Inc. Consent 3. Affidavit of Domenic Grossi, sworn June 21, 2022 A Exhibit “A” -Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 4. Blackline Order to Model Receivership Order — Receivership order

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#Order

Notice of Application, issued June 2022 A Schedule “A” - Draft Receiver Order 2. Affidavit of Katarzyna Pikula, sworn June 21, 2022 A Exhibit “A” - Corporate Profile Report for 2631214 Ontario Inc. B Exhibit “B” - Corporate Profile Report for Rose-Isli Corp. C Exhibit “C” - Share Certificate re 2735447 Ontario Inc., dated May 26, 2020 D Exhibit “D” - Corporate Profile Report for 2735440 Ontario Inc. E Exhibit “E” - Corporate Profile Report for 2735447 Ontario Inc. (Rosehill) F Exhibit “F” - Corporate Profile Report for Frame-Tech Structures Ltd. G Exhibit “G” - Frame-Tech Structures Ltd. Share Certificate, dated June 6, 2020 H Exhibit “H” - Corporate Profile Report for Capital Build Construction Management Corp. I Exhibit “I” - Parcel Register for the Property described as: Part of the West Half of Lot 7, Concession 7, Vaughan, as in WB5781, R543781 and Part 1, Plan 65R-11983; City of Vaughan J Exhibit “J” - Joint Venture Agreement between 2735447 Ontario Inc., 2631214 Ontario Inc., 2735440 Ontario Inc. and Frame Tech Structures Ltd. K Exhibit “K” - Shareholder Register as of March 31, 2022 L Exhibit “L” - Charge/Mortgage YR3057324 and associated Instrument Statement M Exhibit “M” - Charge/Mortgage YR3057328 and associated Instrument Statement N Exhibit “N” - Email correspondence between Alfredo Malanca and Frank Servello, dated December 31, 2019 O Exhibit “O” - Email from Mike Smith, dated January 7, 2020 re OML 2nd Mortgage P Exhibit “P” - Closing Book for the 2735440 Ontario Inc. Mortgage, prepared by SR Law Q Exhibit “Q” - Confirmation of delivery of Closing Book R Exhibit “R” - Draft Loan Agreement for failed Risi Loan S Exhibit “S” - Email exchange re failed Risi Loan, dated September 29, 2020 T Exhibit “T” - Loan Agreement between 2735440 Ontario Inc. and 2735447 Ontario Inc., dated October 23, 2020 U Exhibit “U”- Kingsett Capital letter and covering email, dated November 6, 2020 V Exhibit “V” - Email exchange between Alfredo Malanca, Kasi Pikula, Frank Servello and Mike Smith re IFC drawings, dated January 2021 W Exhibit “W” - Charge/Mortgage YR3194921 and associated Instrument Statement X Exhibit “X” - Charge/Mortgage YR384258 and associated Instrument Statement Y Exhibit “Y” - Kingsett Capital updated Letter of Interest, dated July 22, 2021 Z Exhibit “Z” - Subordination and Standstill Agreement between Computershare Trust Company of Canada, 2735440 Ontario Inc. and 2735447 Ontario Inc. AA Exhibit “AA” - Charge/Mortgage YR3372765 and associated Instrument Statement BB Exhibit “BB” - Email exchange between Kasia Pikula and Mike Smith re Signing Authority, between October 29, 2020 - October 30, 2020 CC Exhibit “CC” - Notice of Default Rosehill JV Agreement, dated April 20, 2022 DD Exhibit “DD” - Correspondence from Tyr LLP to Frank Servello and Mike Smith, dated May 4, 2022 EE Exhibit “EE” - Correspondence from Tyr LLP to Dickinson Wright LLP, dated May 19, 2022 FF Exhibit “FF” - Correspondence from Dickinson Wright LLP to Tyr LLP, dated May 26, 2022 GG Exhibit “GG” - Construction Lien and Notice Letter (from Dickinson Wright LLP), dated May 2, 2022 HH Exhibit “HH” - Correspondence from Dickinson Wright LLP to Kasia Pikula, dated May 10, 2022 re Notice of Default re 2631214 Ontario Inc. II Exhibit “II” - Email exchange between Frank Servello and Elisa McHugh, re Shareholder Register - Rosehill - Inception to March 2022, dated April 13, 2022 JJ Exhibit “JJ” - Accounts Payable Summary effective February 18, 2022 KK Exhibit “KK” - Statutory Declaration, dated January 25, 2022 with covering email LL Exhibit “LL” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio, re Meeting Agenda - Rose Hill - Monday April 11, 2022 10AM, dated April 8, 2022 MM Exhibit “MM” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio re Rose Hill JV stakeholder meeting vote to sell property, dated April 14, 2022 NN Exhibit “NN” - Receipt of Registration of Notice of Interest on Title of the Lands OO Exhibit “OO” Correspondence from Dickinson Wright LLP to J’Adore Homes Inc. dated May 18, 2022 PP Exhibit “PP” – Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 QQ Exhibit “QQ” – Proposed Funds Distribution Agreement RR Exhibit “RR” - Email from Dickinson Wright LLP to Tyr LLP and Borden Ladner Gervais LLP, dated June 20, 2022 SS Exhibit “SS” - Trez Capital Notice of Default, dated May 24, 2022 with June 2, 2022 covering email TT Exhibit “TT” - Ernst & Young Inc. Consent 3. Affidavit of Domenic Grossi, sworn June 21, 2022 A Exhibit “A” -Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 4. Blackline Order to Model Receivership Order — Receivership order

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Parties

Debtor

2735447 Ontario Inc (known as Rosehill) - Court Appointed Receiver

Receiver

EY

Bench and counselPer the orders and service lists on the record

Bench

JudgeCourtOn this docketCases on record
Justice KimmelOntario Superior Court of Justice11 orders, Sep 2022 – Dec 2023198 cases on record
Justice CavanaghOntario Superior Court of Justice2 orders, Apr 2025318 cases on record
Justice Wilton-SiegelOntario Superior Court of Justice2 orders, Jan 2024111 cases on record
Justice OsborneOntario Superior Court of Justice2 orders, Jul 2022168 cases on record

Counsel of record

PartyCounselFirst seenSource
ReceiverEYReconstruct LLP12 Sep 2022Order · 12 Sep 2022
ApplicantTyr Law LLP14 Jul 2022Order · 14 Jul 2022
CreditorBankruptcy of Capital Build ADAIR GOLDBLATT BIEBER LLPAdair Goldblatt Bieber LLP20 Jan 2023Service list · 20 Jan 2023
CreditorCertain UnitMitchell, Bardyn & Zalucky LLP20 Jan 2023Service list · 20 Jan 2023
CreditorFrame-Tech Structures LTD, Smith, Servello and Capital Build Construction Management CorpDickinson Wright LLP20 Dec 2022Application · 20 Dec 2022
CreditorOra Acquisitions IncHarrison Pensa LLP · Wildeboer Dellelce LLP · Adair Goldblatt Bieber LLP20 Dec 2022Appellants' Certificate Respecti · 1 Mar 2023
CreditorRoyal Bank of CanadaHarrison Pensa LLP20 Dec 2022Application · 20 Dec 2022
CreditorRoyal Bank of Canada LIPMAN ZENER & WAXMANHarrison Pensa LLP20 Jan 2023Service list · 20 Jan 2023
CreditorTrezBennett Jones LLP20 Dec 2022Application · 20 Dec 2022
CreditorTrez Capital Limited PartnershipBennett Jones LLP20 Jan 2023Service list · 20 Jan 2023
Capital structureAs asserted in the filings
stated amounts, drawn to scale · for subscribers
Priority classCreditorAmountSource
SecuredTrez Capital Limited PartnershipFirst charge (mortgage) on the Lands — Outstanding principal balance including $1.0M letter of credit facility, as of Sept 1, 2022 (maturity date). Original commitment was $5.9 million principal loan plus $1.0 million letter of credit facility per commitment letter dated Dec 6, 2021 and amendment Jan 20, 2022. Notice of default and acceleration issued Aug 10, 2022. Trez Mortgage matured and remains secured by first charge; Receiver's Borrowing Charge is subordinate to this security. — debtor: 2735447 Ontario Inc. · as of 1 Sep 2022$6.84MThe purpose of this First Report is to: (a) provide a summary of the background of the Company; (b) provide a summary of the offer received for the purchase of Rosehill (as defined below) and the status of that potential transaction; (c) report on the activities of the Receiver since its appointment; (d) provide information in support of the Receiver’s request for Court approval of the activities of the Receiver as described in this First Report; and (e) provide information in support of the Receiver’s request for Court approval to engage a real estate broker and to enter into a marketing and sale process (the “Sale Process”) for the Property to be undertaken by the Receiver as described herein
Secured
Secured
Secured

3 more claims in 1 class The stack holds Secured claims.

Every creditor and every amount, drawn to scale.

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This proceeding was commenced by a secured creditor. The record does not include the debtor’s own statement of assets and liabilities — that ceiling is the record’s, not this page’s.

RecoveriesAs declared or paid

Unsecured creditors: no distribution. 273 short · 2735440 Ontario Inc. (273) short · Toronto Capital Corp. (TCC) paid in full.FinalMotion Record returnable, April 11, 2025 · 28 Mar 2025

ClassCreditorClaimsRecoveryBasisSource
Court chargesReceiver's Borrowing Charge—paid in fullFinalper the receiverFifth Report of the Receiver and Manager of 2735447 Ontario Inc. · 9 Nov 2023
Secured273 Mortgage—shortfallconditionalEstimatedper the receiverMotion Record, returnable, December 15, 2022 · 11 Dec 2022
Secured273—shortfallconditionalEstimatedper the receiverMotion Record re Receiver's Charge and Lien Holdback Priority Amounts · 13 Jul 2023
Secured273 (Receiver's borrowing certificate advances)2735440 Ontario Inc. (273)—shortfallconditionalEstimatedper the receiverFifth Report of the Receiver and Manager of 2735447 Ontario Inc. · 9 Nov 2023
SecuredToronto Capital Corp. (TCC)—paid in fullFinalper the receiverFifth Report of the Receiver and Manager of 2735447 Ontario Inc. · 9 Nov 2023
SecuredTrez Capital Partnership Limited—paid in fullper the receiverFourth Report of the Receiver and Manager of 2735447 Ontario Inc. · 13 Jul 2023
Unsecured——no distributionFinalper the receiverMotion Record returnable, April 11, 2025 · 28 Mar 2025

Each row is one filing's statement, copied as it reads and never computed. "Estimated" is the officer's forecast; "Under the plan" is the plan's or proposal's own term; "Final" is a declared or paid distribution; a row with no chip states no footing. A range is the two numbers stated; "of proven claims" is the document's own denominator.

Fees and ratesAs stated in the filings

3 engagements · 2 firms — latest: Reconstruct LLP, 1 Oct 2023 – 28 Mar 2025, in feesMotion Record returnable, April 11, 2025 · 28 Mar 2025

FirmPeriodHoursFeesRatesSource
Ernst & Young Inc.Receiver28 Oct 2023 – 24 Jan 2025courtesy discount7 peopleMotion Record returnable, April 11, 2025 · 28 Mar 2025
7 people — Ernst & Young Inc., 28 Oct 2023 – 24 Jan 2025 · 23 blurred figures
NameTitleHoursRateFees
Jeffrey KerbelSenior Vice-President
David SaldanhaSenior Vice-President
Edmund YauVice-President
Cam BearManager - Paraprofessionals
Tess CarandangManager - Paraprofessionals
Robert FergusonManager - Paraprofessionals
Donna HatfullManager - Paraprofessionals
TOTALS——
Reconstruct LLPCounsel to the receiverperiod 2 of 21 Oct 2023 – 28 Mar 2025courtesy discount6 peopleMotion Record returnable, April 11, 2025 · 28 Mar 2025
6 people — Reconstruct LLP, 1 Oct 2023 – 28 Mar 2025 · 20 blurred figures
NameTitleHoursRateFees
Brendan BissellPartner
Caitlin FellPartner
Sharon KourPartner
Jared RosenbaumAssociate
Jessica WuthmannCounsel
Alina StoicaLaw Clerk
TOTALS——
Reconstruct LLPCounsel to the receiverperiod 1 of 2——Fifth Report of the Receiver and Manager of 2735447 Ontario Inc. · 9 Nov 2023

51 blurred figures above

What each firm billed, and each person’s hours and rate — each as the filing states it, with its source.

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Documents
64 filings
DateDocumentFile
Endorsement of Cavanagh, J., dated April 11, 2025
  • Presiding officer Justice Cavanagh
PDF · Subscribers
Order re Fee Approval and Discharge (Redline)PDF · Subscribers
Order re Fee Approval and Discharge, dated April 11, 2025
  • Counsel Reconstruct LLP
  • Presiding officer Justice Cavanagh
PDF · Subscribers
Motion Record returnable, April 11, 2025
  • Recovery outcome Entries: per actual · Stated on: 2025-03-28 · Table missing:
  • Fee schedule Subscribers
PDF · Subscribers
Sixth Report of the Receiver and Manager of 2735447 Ontario Inc. dated March 28, 2025
  • Recovery outcome Entries: per unstated · Stated on: 2024-03-28 · Table missing:
PDF · Subscribers
Distribution and Fee Approval Order, dated January 11, 2024
  • Counsel Reconstruct LLP
  • Presiding officer Justice Wilton-Siegel
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Endorsement of Wilton-Siegel, J., dated January 11, 2024
  • Presiding officer Justice Wilton-Siegel
PDF · Subscribers
Motion Record, returnable January 24, 2024PDF · Subscribers
Endorsement of Kimmel, J., dated December 7, 2023
  • Presiding officer Justice Kimmel
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Interim Distribution Order, dated December 7, 2023
  • Presiding officer Justice Kimmel
PDF · Subscribers
Fifth Report of the Receiver and Manager of 2735447 Ontario Inc., dated November 9, 2023
  • Recovery outcome Entries: per actual; per actual; per estimated; per estimated · Stated on: 2023-11-09 · Table missing:
  • Fee schedule Subscribers
PDF · Subscribers
Endorsement of Justice Kimmel
  • Presiding officer Justice Kimmel
PDF · Subscribers
Order of Justice Kimmel
  • Counsel Reconstruct LLP
  • Presiding officer Justice Kimmel
PDF · Subscribers
Reasons for Decision, Court Of AppealPDF · Subscribers
Fourth Report of the Receiver and Manager of 2735447 Ontario Inc. dated July 13, 2023
  • Recovery outcome Entries: per unstated; per estimated; per estimated · Stated on: 2023-07-13 · Table missing:
PDF · Subscribers
Motion Record re Receiver's Charge and Lien Holdback Priority Amounts, returnable August 1, 2023
  • Recovery outcome Entries: per unstated; per estimated; per estimated · Table missing:
PDF · Subscribers
Endorsement of Centa, J. dated June 15, 2023
  • Presiding officer Justice Centa
PDF · Subscribers
Notice of Hearing is scheduled for August 14, 2023PDF · Subscribers
Third Report of the Receiver and Manager of 2735447 Ontario Inc dated March 15, 2023PDF · Subscribers
Written Submissions of the Receiver, Motion to Expedite the Appeal dated March 15, 2023
  • Counsel Reconstruct LLP
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Book of Authorities of the AppellantsPDF · Subscribers
Factum of the AppellantsPDF · Subscribers
Motion Record of the AppellantsPDF · Subscribers
Appellants' Certificate Respecting Evidence
  • Counsel Harrison Pensa LLP
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Notice of AppealPDF · Subscribers
Endorsement of Kimmel, J., dated February 2, 2023
  • Presiding officer Justice Kimmel
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Approval and Vesting Order dated January 26, 2023
  • Counsel Reconstruct LLP
  • Presiding officer Justice Kimmel
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Order re Ancillary Maters dated January 26, 2023
  • Counsel Reconstruct LLP
  • Presiding officer Justice Kimmel
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Outline of Submissions dated January 26, 2023PDF · Subscribers
Supplementary Motion Record of the Applicants, dated January 26, 2023PDF · Subscribers
Second Supplementary Report of the Receiver, dated January 25, 2023PDF · Subscribers
Service List as of January 20, 2023
  • Counsel Capital Build ADAIR GOLDBLATT BIEBER LLP
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Written Submissions of the Receiver, dated January 13, 2023PDF · Subscribers
Endorsement of Kimmel, J. dated January 6, 2023
  • Presiding officer Justice Kimmel
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Factum of the Applicants, dated January 4, 2023PDF · Subscribers
Amended and Restated Factum of the Receiver, dated January 3, 2023
  • Counsel Reconstruct LLP
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Factum of the Purchaser, Ora Acquisitions Inc., dated January 3, 2023
  • Counsel Adair Goldblatt Bieber LLP
PDF · Subscribers
Supplementary Motion Record (Part 1), dated January 3, 2023PDF · Subscribers
Supplementary Motion Record (Part 2), dated January 3, 2023PDF · Subscribers
Supplementary Motion Record (Part 3), dated January 3, 2023
  • Counsel Reconstruct LLP
PDF · Subscribers
Motion Record of the Receiver, dated December 30, 2022PDF · Subscribers
Adjournment to January 6, 2023 and other directions
  • Presiding officer Justice Kimmel
PDF · Subscribers
Affidavit of Agostino de Lorenzo, dated December 21, 2022PDF · Subscribers
Affidavit of K Pikula (Part 1), dated December 21, 2022
PDF · Subscribers
Affidavit of K Pikula (Part 2), dated December 21, 2022PDF · Subscribers
Affidavit of K Pikula (Part 3), dated December 21, 2022PDF · Subscribers
Affidavit of K Pikula (Part 4), dated December 21, 2022PDF · Subscribers
Affidavit of K Pikula (Part 5), dated December 21, 2022PDF · Subscribers
Affidavit of K Pikula (Part 6), dated December 21, 2022PDF · Subscribers
Affidavit of Renato Fellin, dated December 21, 2022PDF · Subscribers
Notice of Motion returnable December 22, 2022
  • Counsel Reconstruct LLP
PDF · Subscribers
Supplementary Report of the Receiver and Manager of 2735447 Ontario Inc., dated December 19, 2022PDF · Subscribers
Motion Record, returnable, December 15, 2022
  • Recovery outcome Entries: per estimated · Stated on: 2022-12-11 · Table missing:
PDF · Subscribers
Second Report of the Receiver and Manager of 2735447 Ontario Inc., datedPDF · Subscribers
Endorsement of Kimmel, J. dated September 12, 2022
  • Presiding officer Justice Kimmel
PDF · Subscribers
Sales Process Order, dated September 12, 2022
  • Counsel Reconstruct LLP
  • Presiding officer Justice Kimmel
PDF · Subscribers
1. Notice of Motion, returnable September 12, 2022 2. First Report of the Receiver Appendix A - Appointment Order 3. Draft Order re Sale Process ApprovalPDF · Subscribers
The purpose of this First Report is to: (a) provide a summary of the background of the Company; (b) provide a summary of the offer received for the purchase of Rosehill (as defined below) and the status of that potential transaction; (c) report on the activities of the Receiver since its appointment; (d) provide information in support of the Receiver’s request for Court approval of the activities of the Receiver as described in this First Report; and (e) provide information in support of the Receiver’s request for Court approval to engage a real estate broker and to enter into a marketing and sale process (the “Sale Process”) for the Property to be undertaken by the Receiver as described herein
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Reasons for Decision of Osborne, J. dated July 14, 2022
  • Presiding officer Justice Osborne
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Receivership Order
  • Applicant ROSE-ISLI CORP., 2631214 ONTARIO INC., SEASIDE CORPORATION, and 2735440 ONTARIO INC.
  • Appointee Ernst & Young Inc.
  • Appointee role receiver and manager
  • Commencement date 8 July 2022
  • + 6 more extracted facts
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Reply Application Record, dated July 4, 2022PDF · Subscribers
1 Notice of Application (To Be Delivered) 2 Affidavit of Michael J. Smith sworn July 1, 2022 A Executive Profile of Michael Smith (“Smith”) B Photographs and Renderings of Capital Build’s Projects C Email from Davide Di Iulio (“Di Iulio”) to Smith dated January 25, 2022 at 4:34 p.m. D Email from Di Iulio to Smith dated January 25, 2022 at 5:18 p.m. E Email from Di Iulio to Smith dated January 25, 2022 at 6:39 p.m. F Bare Trust Agreement between 2735440 Ontario Inc. and Seaside Corporation dated January 30, 2020 G Transcribed voice recording from Management Committee meeting on April 11, 2022 H Statutory declaration sworn by Kararzyna Pikula (“Pikula”) on January 25, 2022 I Statement of Claim (CV-22-00676658-00CL) dated February 9, 2022 and Statement of Defence (CV-22-00676658-00CL) dated April 14, 2022 J Spreadsheet listing files in relation to the services that Capital Build provided to the Project from January 20, 2020 onwards K Contracts between Rosehill and MTN Construction Inc. and Rosehill and RCG Excavation Ltd. L Permit Drawings M Emails between Smith and Pikula re Royal Bank of Canada bank account N Contract between Rosehill and KNYMH dated July 25, 2020 O Additional Service Authorizations between February 12, 2021 and April 6, 2022 P Emails between Pikula, Smith, Frank Servello (“Servello”) and Alfredo Malanca (“Malanca”) re suite changes Q Notice from the RCMP re Nick Monasteridis’ arrest R Email between Dickinson Wright LLP and TYR dated June 30, 2022 S Reliance Letter dated January 4, 2022 T Email between Letizia D’addario from the City of Vaughan and Smith dated April 5, 2022 U Emails from Smith to Nusite Contractors Ltd. and Delta Elevator Co. Ltd. dated May 5, 2022 re contract cancellations V Steven Gray’s covering email to the Lakeshore Agreement dated June 15, 2022 3 Affidavit of Frank Servello sworn July 1, 2022 A Executive Profile of Servello B Handwritten Notes re Telephone Calls with Malanca and others C Purchaser Worksheets 4 Draft Order Appointing Signing Officer
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1. Notice of Application, issued June 2022 A Schedule “A” - Draft Receiver Order 2. Affidavit of Katarzyna Pikula, sworn June 21, 2022 A Exhibit “A” - Corporate Profile Report for 2631214 Ontario Inc. B Exhibit “B” - Corporate Profile Report for Rose-Isli Corp. C Exhibit “C” - Share Certificate re 2735447 Ontario Inc., dated May 26, 2020 D Exhibit “D” - Corporate Profile Report for 2735440 Ontario Inc. E Exhibit “E” - Corporate Profile Report for 2735447 Ontario Inc. (Rosehill) F Exhibit “F” - Corporate Profile Report for Frame-Tech Structures Ltd. G Exhibit “G” - Frame-Tech Structures Ltd. Share Certificate, dated June 6, 2020 H Exhibit “H” - Corporate Profile Report for Capital Build Construction Management Corp. I Exhibit “I” - Parcel Register for the Property described as: Part of the West Half of Lot 7, Concession 7, Vaughan, as in WB5781, R543781 and Part 1, Plan 65R-11983; City of Vaughan J Exhibit “J” - Joint Venture Agreement between 2735447 Ontario Inc., 2631214 Ontario Inc., 2735440 Ontario Inc. and Frame Tech Structures Ltd. K Exhibit “K” - Shareholder Register as of March 31, 2022 L Exhibit “L” - Charge/Mortgage YR3057324 and associated Instrument Statement M Exhibit “M” - Charge/Mortgage YR3057328 and associated Instrument Statement N Exhibit “N” - Email correspondence between Alfredo Malanca and Frank Servello, dated December 31, 2019 O Exhibit “O” - Email from Mike Smith, dated January 7, 2020 re OML 2nd Mortgage P Exhibit “P” - Closing Book for the 2735440 Ontario Inc. Mortgage, prepared by SR Law Q Exhibit “Q” - Confirmation of delivery of Closing Book R Exhibit “R” - Draft Loan Agreement for failed Risi Loan S Exhibit “S” - Email exchange re failed Risi Loan, dated September 29, 2020 T Exhibit “T” - Loan Agreement between 2735440 Ontario Inc. and 2735447 Ontario Inc., dated October 23, 2020 U Exhibit “U”- Kingsett Capital letter and covering email, dated November 6, 2020 V Exhibit “V” - Email exchange between Alfredo Malanca, Kasi Pikula, Frank Servello and Mike Smith re IFC drawings, dated January 2021 W Exhibit “W” - Charge/Mortgage YR3194921 and associated Instrument Statement X Exhibit “X” - Charge/Mortgage YR384258 and associated Instrument Statement Y Exhibit “Y” - Kingsett Capital updated Letter of Interest, dated July 22, 2021 Z Exhibit “Z” - Subordination and Standstill Agreement between Computershare Trust Company of Canada, 2735440 Ontario Inc. and 2735447 Ontario Inc. AA Exhibit “AA” - Charge/Mortgage YR3372765 and associated Instrument Statement BB Exhibit “BB” - Email exchange between Kasia Pikula and Mike Smith re Signing Authority, between October 29, 2020 - October 30, 2020 CC Exhibit “CC” - Notice of Default Rosehill JV Agreement, dated April 20, 2022 DD Exhibit “DD” - Correspondence from Tyr LLP to Frank Servello and Mike Smith, dated May 4, 2022 EE Exhibit “EE” - Correspondence from Tyr LLP to Dickinson Wright LLP, dated May 19, 2022 FF Exhibit “FF” - Correspondence from Dickinson Wright LLP to Tyr LLP, dated May 26, 2022 GG Exhibit “GG” - Construction Lien and Notice Letter (from Dickinson Wright LLP), dated May 2, 2022 HH Exhibit “HH” - Correspondence from Dickinson Wright LLP to Kasia Pikula, dated May 10, 2022 re Notice of Default re 2631214 Ontario Inc. II Exhibit “II” - Email exchange between Frank Servello and Elisa McHugh, re Shareholder Register - Rosehill - Inception to March 2022, dated April 13, 2022 JJ Exhibit “JJ” - Accounts Payable Summary effective February 18, 2022 KK Exhibit “KK” - Statutory Declaration, dated January 25, 2022 with covering email LL Exhibit “LL” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio, re Meeting Agenda - Rose Hill - Monday April 11, 2022 10AM, dated April 8, 2022 MM Exhibit “MM” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio re Rose Hill JV stakeholder meeting vote to sell property, dated April 14, 2022 NN Exhibit “NN” - Receipt of Registration of Notice of Interest on Title of the Lands OO Exhibit “OO” Correspondence from Dickinson Wright LLP to J’Adore Homes Inc. dated May 18, 2022 PP Exhibit “PP” – Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 QQ Exhibit “QQ” – Proposed Funds Distribution Agreement RR Exhibit “RR” - Email from Dickinson Wright LLP to Tyr LLP and Borden Ladner Gervais LLP, dated June 20, 2022 SS Exhibit “SS” - Trez Capital Notice of Default, dated May 24, 2022 with June 2, 2022 covering email TT Exhibit “TT” - Ernst & Young Inc. Consent 3. Affidavit of Domenic Grossi, sworn June 21, 2022 A Exhibit “A” -Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 4. Blackline Order to Model Receivership OrderPDF · Subscribers
Notice of Application, issued June 2022 A Schedule “A” - Draft Receiver Order 2. Affidavit of Katarzyna Pikula, sworn June 21, 2022 A Exhibit “A” - Corporate Profile Report for 2631214 Ontario Inc. B Exhibit “B” - Corporate Profile Report for Rose-Isli Corp. C Exhibit “C” - Share Certificate re 2735447 Ontario Inc., dated May 26, 2020 D Exhibit “D” - Corporate Profile Report for 2735440 Ontario Inc. E Exhibit “E” - Corporate Profile Report for 2735447 Ontario Inc. (Rosehill) F Exhibit “F” - Corporate Profile Report for Frame-Tech Structures Ltd. G Exhibit “G” - Frame-Tech Structures Ltd. Share Certificate, dated June 6, 2020 H Exhibit “H” - Corporate Profile Report for Capital Build Construction Management Corp. I Exhibit “I” - Parcel Register for the Property described as: Part of the West Half of Lot 7, Concession 7, Vaughan, as in WB5781, R543781 and Part 1, Plan 65R-11983; City of Vaughan J Exhibit “J” - Joint Venture Agreement between 2735447 Ontario Inc., 2631214 Ontario Inc., 2735440 Ontario Inc. and Frame Tech Structures Ltd. K Exhibit “K” - Shareholder Register as of March 31, 2022 L Exhibit “L” - Charge/Mortgage YR3057324 and associated Instrument Statement M Exhibit “M” - Charge/Mortgage YR3057328 and associated Instrument Statement N Exhibit “N” - Email correspondence between Alfredo Malanca and Frank Servello, dated December 31, 2019 O Exhibit “O” - Email from Mike Smith, dated January 7, 2020 re OML 2nd Mortgage P Exhibit “P” - Closing Book for the 2735440 Ontario Inc. Mortgage, prepared by SR Law Q Exhibit “Q” - Confirmation of delivery of Closing Book R Exhibit “R” - Draft Loan Agreement for failed Risi Loan S Exhibit “S” - Email exchange re failed Risi Loan, dated September 29, 2020 T Exhibit “T” - Loan Agreement between 2735440 Ontario Inc. and 2735447 Ontario Inc., dated October 23, 2020 U Exhibit “U”- Kingsett Capital letter and covering email, dated November 6, 2020 V Exhibit “V” - Email exchange between Alfredo Malanca, Kasi Pikula, Frank Servello and Mike Smith re IFC drawings, dated January 2021 W Exhibit “W” - Charge/Mortgage YR3194921 and associated Instrument Statement X Exhibit “X” - Charge/Mortgage YR384258 and associated Instrument Statement Y Exhibit “Y” - Kingsett Capital updated Letter of Interest, dated July 22, 2021 Z Exhibit “Z” - Subordination and Standstill Agreement between Computershare Trust Company of Canada, 2735440 Ontario Inc. and 2735447 Ontario Inc. AA Exhibit “AA” - Charge/Mortgage YR3372765 and associated Instrument Statement BB Exhibit “BB” - Email exchange between Kasia Pikula and Mike Smith re Signing Authority, between October 29, 2020 - October 30, 2020 CC Exhibit “CC” - Notice of Default Rosehill JV Agreement, dated April 20, 2022 DD Exhibit “DD” - Correspondence from Tyr LLP to Frank Servello and Mike Smith, dated May 4, 2022 EE Exhibit “EE” - Correspondence from Tyr LLP to Dickinson Wright LLP, dated May 19, 2022 FF Exhibit “FF” - Correspondence from Dickinson Wright LLP to Tyr LLP, dated May 26, 2022 GG Exhibit “GG” - Construction Lien and Notice Letter (from Dickinson Wright LLP), dated May 2, 2022 HH Exhibit “HH” - Correspondence from Dickinson Wright LLP to Kasia Pikula, dated May 10, 2022 re Notice of Default re 2631214 Ontario Inc. II Exhibit “II” - Email exchange between Frank Servello and Elisa McHugh, re Shareholder Register - Rosehill - Inception to March 2022, dated April 13, 2022 JJ Exhibit “JJ” - Accounts Payable Summary effective February 18, 2022 KK Exhibit “KK” - Statutory Declaration, dated January 25, 2022 with covering email LL Exhibit “LL” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio, re Meeting Agenda - Rose Hill - Monday April 11, 2022 10AM, dated April 8, 2022 MM Exhibit “MM” - Exhibit Email from Kasia Pikula to Mike Smith, Frank Servello and Davide Di Iulio re Rose Hill JV stakeholder meeting vote to sell property, dated April 14, 2022 NN Exhibit “NN” - Receipt of Registration of Notice of Interest on Title of the Lands OO Exhibit “OO” Correspondence from Dickinson Wright LLP to J’Adore Homes Inc. dated May 18, 2022 PP Exhibit “PP” – Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 QQ Exhibit “QQ” – Proposed Funds Distribution Agreement RR Exhibit “RR” - Email from Dickinson Wright LLP to Tyr LLP and Borden Ladner Gervais LLP, dated June 20, 2022 SS Exhibit “SS” - Trez Capital Notice of Default, dated May 24, 2022 with June 2, 2022 covering email TT Exhibit “TT” - Ernst & Young Inc. Consent 3. Affidavit of Domenic Grossi, sworn June 21, 2022 A Exhibit “A” -Correspondence from J’Adore Homes Inc. to Metrics Realty Inc. Brokerage, with executed Mutual Release, dated May 26, 2022 4. Blackline Order to Model Receivership Order
  • Court SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)
  • Court file no CV-22-00682959-00CL
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CiteProceedings., “2735447 Ontario Inc (known as Rosehill) - Court Appointed Receiver” (Receivership (court-appointed)), Ontario Superior Court of Justice · Commercial List. Retrieved 4 November 2026, https://proceedings.ca/case/2735447-ontario-inc-known-as-rosehill-court-appointed-receiver

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