Ontario · Receivership (court-appointed)
Application Record of RBC
Application / notice of application · 5 July 2023
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- applicantROYAL BANK OF CANADA
- courtONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST
- court file noCV-23-00702221-00CL
- statutory basissubsection 243(1) of the Bankruptcy and Insolvency Act, R.S.C 1985, c. B-3, as amended and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended
- commencement date5 July 2023
- secured creditorsnote: Registration ceiling / principal amount only, not a balance. Logan Property portion discharged in April 2023 following sale of that property. · page: 21 · debtor: Sean F. Zaboroski and Beata E. Zaboroski · creditor: Royal Bank of Canada · currency: CAD · security: Third-ranking collateral mortgages, registration ceiling $6,000,000.00, on 911-399 Adelaide St W, Toronto; Lot 1-1331 South Monck Dr, Bracebridge; 706-246 Logan Ave, Toronto; and 424 Balliol St, Toronto — granted as part of the Forbearance Agreement dated Nov 30, 2022
- secured creditorsnote: PPSA equipment/vehicle financier (PMSI-type registration); balance not stated. Per PPSR Database search current to June 30, 2023. · page: 24 · as of: 2023-06-30 · debtor: Dr. Zaboroski Dentistry Professional Corporation (ZDPC) · creditor: Mercedes-Benz Financial Services Canada Corporation · currency: CAD · security: PPSA registration - Equipment, Other, Motor Vehicle Included
- secured creditorsnote: Balance not stated. Per PPSR Database search current to June 30, 2023. · page: 24 · as of: 2023-06-30 · debtor: Dr. Zaboroski Dentistry Professional Corporation (ZDPC) · creditor: On Deck Capital Canada Inc. · currency: CAD · security: PPSA registration - Inventory, Equipment, Accounts, Other
- secured creditorsnote: Balance not stated. Per PPSR Database search current to June 30, 2023. · page: 24 · as of: 2023-06-30 · debtor: Dr. Zaboroski Dentistry Professional Corporation (ZDPC) · creditor: 9859870 Canada Inc. · currency: CAD · security: PPSA registration - Accounts, Other
- secured creditorsnote: Related party: 203 and Balliol are both Zaboroski-family corporate guarantors of the RBC facilities. Balance/nature of this intercompany registration not stated. Per PPSR Database search current to June 30, 2023. · page: 24 · as of: 2023-06-30 · debtor: Balliol Financial Limited · creditor: 2037237 Ontario Inc. · currency: CAD · security: PPSA registration - Inventory, Equipment, Accounts, Other
- secured creditorsnote: Demand letter states exact balance $3,014,691.67 as of Oct 24, 2022; BIA Notice recites 'total indebtedness' of $5,941,690.93 (all HRMJ obligations to RBC incl. undemanded Continuing Loans). Affidavit sworn July 4, 2023 states combined HRMJ+ZDPC Credit Facilities indebtedness of $5,743,323.41 as of that date, expressly excluding the Conventional Mortgages, which remain separately due and owing. Cross-guaranteed by ZDPC; guaranteed by Balliol, 203, and personal guarantors Beata & Sean Zaboroski up to $3,300,000.00 (facility guarantee limit, not a balance). Document does not reconcile the varying GSA dates across exhibits. · page: 192 · as of: 2022-10-24 · amount: 3014691.67 · debtor: HRMJ Holdings Inc. · creditor: Royal Bank of Canada · currency: CAD · security: General Security Agreement over all present and after-acquired property (dated Nov 30, 2022 per affidavit; Feb 3, 2021 per Oct 24, 2022 demand letter; earlier GSAs dated Nov 6, 2017 and Feb 15, 2019 also referenced as 'Existing Security' in the Forbearance Agreement); collateral mortgage of $3,300,000.00 (first charge, registration ceiling) on 6 Eglinton Ave East, Units 313-318, Toronto, registered Sept 27, 2019 as instrument AT5249698 (Eglinton Collateral Mortgage)
- secured creditorsnote: Total ZDPC Credit Facilities indebtedness as of Oct 24, 2022; RBC demanded immediate payment of only $1,290,203.11 of this (Matured Term Loans + Credit Card, the 'Demanded Facilities'), reserving rights re Continuing Loans (Term Loans 40152853-007/008, CEBA, Lease Facility). ZDPC also guaranteed HRMJ's debt up to $3,300,000.00 (guarantee limit) and RBC called $3,014,691.67 of that guarantee same date; the letter's stated combined 'Total Indebtedness' of $4,941,690.93 does not arithmetically reconcile with $1,290,203.11 + $3,014,691.67 as recited in the same letter (apparent drafting inconsistency in source document). Affidavit (July 4, 2023) states combined HRMJ+ZDPC Credit Facilities indebtedness of $5,743,323.41, excluding Conventional Mortgages. · page: 197 · as of: 2022-10-24 · amount: 2926999.26 · debtor: Dr. Zaboroski Dentistry Professional Corporation (ZDPC) · creditor: Royal Bank of Canada · currency: CAD · security: General Security Agreement dated August 20, 2019 over all present and after-acquired property (ZDPC GSA)
- secured creditorsnote: Amount is the Total Indebtedness demanded from Balliol under its guarantees of HRMJ ($3,014,691.67) and DZDPC ($1,290,203.11), as at Oct 24, 2022; BIA Notice recites overall 'total indebtedness' of $5,941,690.93 including undemanded Continuing Loans. Related-party guarantor security (Balliol is a Zaboroski-family corporate guarantor, not a primary borrower). · page: 203 · as of: 2022-10-24 · amount: 4304894.78 · debtor: Balliol Financial Limited · creditor: Royal Bank of Canada · currency: CAD · security: General Security Agreement between Balliol and RBC (dated Nov 30, 2022 per affidavit; Feb 3, 2021 per Oct 24, 2022 demand letter); guarantees limited to $3,300,000.00 (HRMJ facilities) and $3,140,000.00 (ZDPC facilities), each a facility ceiling not a balance
- secured creditorsnote: Amount is the Total Indebtedness demanded from 203 under its guarantees of HRMJ and DZDPC, as at Oct 24, 2022. Related-party guarantor security. · page: 208 · as of: 2022-10-24 · amount: 4304894.78 · debtor: 2037237 Ontario Inc. · creditor: Royal Bank of Canada · currency: CAD · security: General Security Agreement between 203 and RBC; guarantees limited to $3,300,000.00 (HRMJ) and $3,140,000.00 (ZDPC), dated August 20, 2019, each a facility ceiling not a balance
- unsecured creditorsnote: Deemed-trust priority claim (payroll source deductions); Priority Claims are defined to rank ahead of RBC's Security under the Forbearance Agreement. Creditor identity (CRA) inferred from the nature of 'source' remittance arrears; not separately named in the excerpted text. · page: 223 · as of: Forbearance Agreement dated November 30, 2022 (Priority Claims Arrears definition) · basis: Forbearance Agreement 'Priority Claims Arrears' definition (ZDPC Source Arrears) · amount: 150000 · debtor: Dr. Zaboroski Dentistry Professional Corporation (ZDPC) · creditor: Canada Revenue Agency (source deductions arrears) · currency: CAD
- unsecured creditorsnote: Priority claim (realty/property tax arrears), ranking ahead of RBC's Security under the Forbearance Agreement's Priority Claims definition. Property is the Eglinton Property in Toronto, Ontario; specific municipal creditor not named in text. · page: 224 · as of: Forbearance Agreement dated November 30, 2022 (Priority Claims Arrears definition) · basis: Forbearance Agreement 'Priority Claims Arrears' definition (HRMJ Property Tax Arrears) · amount: 120000 · debtor: HRMJ Holdings Inc. · creditor: Municipal property tax authority (HRMJ property tax arrears) · currency: CAD
- unsecured creditorsnote: Individual funders; nature, security status and repayment terms of this $200,000.00 funding are not further described in the excerpted pages. · page: 224 · as of: Forbearance Agreement dated November 30, 2022 (Third Party Funding definition) · basis: Forbearance Agreement 'Third Party Funding' definition — funding arranged by the Borrowers from named individuals · amount: 200000 · debtor: HRMJ Holdings Inc. and/or Dr. Zaboroski Dentistry Professional Corporation (the Borrowers) · creditor: Helena Kubienic and/or Kinga Kubieniec (individuals - Third Party Funding) · currency: CAD
- unsecured creditorsnote: Deemed-trust priority claim (HST arrears), ranking ahead of RBC's Security under the Forbearance Agreement's Priority Claims definition. · page: 224 · as of: Forbearance Agreement dated November 30, 2022 (Priority Claims Arrears definition) · basis: Forbearance Agreement 'Priority Claims Arrears' definition (HRMJ HST Arrears) · amount: 50000 · debtor: HRMJ Holdings Inc. · creditor: Canada Revenue Agency (HST arrears) · currency: CAD
- secured creditorsnote: Balance per Forbearance Agreement Article 3.1 table as at Nov 17, 2022. Personal Demand issued Nov 16, 2022; Conventional Mortgage Arrears of $17,443.66 stated as of Nov 14, 2022. Sean and Beata are personal guarantors of HRMJ/ZDPC and mortgagors here (individuals). Logan Property sold April 2023; RBC agreed to DISCHARGE both the Conventional Mortgage and the related Collateral Mortgage on that property's title — that portion of this security is discharged. Balliol Property mortgage remains outstanding; affidavit (July 4, 2023) confirms amounts under the Conventional Mortgages remain due and owing but excludes them from its $5,743,323.41 Credit Facilities figure, without restating a current balance. · page: 225 · as of: 2022-11-17 · amount: 1995443.43 · debtor: Sean F. Zaboroski and Beata E. Zaboroski · creditor: Royal Bank of Canada · currency: CAD · security: First mortgage, principal $1,520,000.00, on 424 Balliol Street, Toronto (instrument AT5370984, registered Feb 24, 2020, 3.09% interest); first mortgage, principal $530,241.00, on 706-246 Logan Ave, Toronto (instrument AT5370994, registered Feb 24, 2020, 3.1020200% interest) — the Conventional Mortgages