25 Glen Watford: the credit bid is approved; the deposits go to December

The First Report of Rosen Goldberg Inc., receiver of KBIJ Corporation, lists among its activities communications with the City of Toronto about a Notice of Violation issued against the company's land "for failure to clean and clear construction debris dumped on the Property," and proposals obtained to deal with it First Report, Aug. 25, 2026, para. 10. The land, at 25 Glen Watford Drive, north of Sheppard Avenue East, is a 1.729-acre parcel of vacant land, zoned for high-density mixed use and approved to permit a 10-storey mid-rise retirement residence, and the receiver has held it since an order of October 24, 2023 Endorsement of Justice Dietrich, Sept. 29, 2026, paras. 9–10. Thirty-five parties signed confidentiality agreements to look at it. The marketing produced "only one letter of intent and no formal offers" Endorsement of Justice Dietrich, Sept. 29, 2026, para. 12.

On September 29, 2026, Justice J. Dietrich of the Ontario Superior Court of Justice (Commercial List) approved a sale of the land to 1001680642 Ontario Inc., an affiliate of Sigma One Capital Inc., and signed an order vesting it in the purchaser, on delivery of the receiver's certificate, free of the pre-construction agreements KBIJ had signed with buyers Approval and Vesting Order, Sept. 29, 2026, paras. 2–3. Sigma applied for the receivership when KBIJ failed to repay its loan after maturity. It holds a first-ranking charge registered on June 26, 2015 and a general security agreement, which an independent opinion obtained by the receiver confirms, subject to customary qualifications, are valid, first-ranking and enforceable, and it was owed $18,506,511.20 at July 31, 2026, with interest continuing to accrue Endorsement of Justice Dietrich, Sept. 29, 2026, para. 9. Another part of the receiver's motion, which would have directed Shirley Yee Professional Corporation to pay over the buyers' deposits it holds, did not proceed; it now runs on its own timetable to December 2 Endorsement of Justice Dietrich, Sept. 29, 2026, paras. 3, 6. The motion was reported here on August 29.

Soundair, and a bid from the lender's side

The endorsement sets out the four questions from Royal Bank of Canada v. Soundair Corp. — whether the receiver made sufficient effort to get the best price and did not act improvidently, the efficacy and integrity of the process, whether the interests of all parties were considered, and whether there was unfairness in working it out — and adds, from the same case, that the court "should accept the recommendation of Receiver in respect of sale in all but exceptional circumstances" Endorsement of Justice Dietrich, Sept. 29, 2026, para. 11. It then recounts the process: marketing proposals from Colliers and Lennard, an unpriced listing with Colliers signed March 24, 2024, MLS and Realtor.ca, a web page with 2,095 views and 137 flyer downloads, and a data room holding a preliminary development and planning opinion and Phase I and Phase II environmental site assessments Endorsement of Justice Dietrich, Sept. 29, 2026, para. 12. Justice Dietrich found that the process "was commercially reasonable, comprehensive, and widely canvassed the market for prospective buyers," and that it was "fair to all who participated and maintained a level playing field for all interested parties" Endorsement of Justice Dietrich, Sept. 29, 2026, para. 14.

What followed was a credit bid. "Given the outcome of the process and the expectation that market conditions are not likely to improve in the near or medium term, Sigma initiated discussions with the Receiver with respect to submitting a credit bid," the endorsement records, and the talks produced the agreement of purchase and sale of July 29, 2026. In the court's summary, the receiver holds a $200,000 deposit, "Priority Payables are to be paid in cash and the remaining balance of the purchase price is to be satisfied by the Purchaser's partial assumption of the indebtedness under the Sigma Loan," and the purchaser takes none of the pre-filing agreements Endorsement of Justice Dietrich, Sept. 29, 2026, para. 13. The agreement defines Priority Payables as the amounts ranking ahead of Sigma's debt, including those secured by the receiver's charge and its borrowings charge First Report, Aug. 25, 2026, App. F, p. 133. Apart from court approval it is unconditional to the purchaser, and it calls for closing five business days after the vesting order, per the receiver's factum Factum of the Receiver, Sept. 24, 2026, para. 14. The price is in the unredacted agreement, one of four appendices the court sealed.

What vests, and what stays on title

The vesting takes effect when the receiver delivers its certificate that the price has been received and the deal completed. KBIJ's interest then vests absolutely in the purchaser, free of security interests, mortgages, trusts, liens and charges, and of "pre-construction agreements of purchase and sale entered into between the Debtor and purchasers in respect of the Property" Approval and Vesting Order, Sept. 29, 2026, para. 3; Sch. B. Schedule C directs the land registrar to delete eleven registrations: Sigma's own $4,500,000 charge of June 26, 2015; the $2,000,000 charge and a notice of assignment of rents in favour of JTK Holding Inc., which transferred the land to KBIJ; and eight later charges and notices, the largest a $12,500,000 charge in favour of 872876 Ontario Inc. Approval and Vesting Order, Sept. 29, 2026, para. 4; Schs. C–D, pp. 8–9. The net proceeds stand in the place of the land, with every claim attaching to them in the priority it had against the property, and the vesting binds any trustee in bankruptcy and is not to be treated as a preference, a transfer at undervalue or any other reviewable transaction Approval and Vesting Order, Sept. 29, 2026, paras. 5, 7.

Six registrations stay on title as permitted encumbrances, among them the 2015 transfer from JTK, a 2016 notice by 4280 Sheppard Limited, and two notices registered by KBIJ on October 25, 2019 in favour of The International Group, Inc. Approval and Vesting Order, Sept. 29, 2026, Sch. D, p. 9. The International Group, through Stikeman Elliott LLP, filed a responding motion record dated September 17 Responding Motion Record of The International Group, Inc., Sept. 17, 2026, cover page. Its materials related, in the endorsement's words, "to the assumption and assignment of certain settlement agreements registered on title to the Property." Following discussions between the parties those issues were resolved, and the form of order went forward without opposition Endorsement of Justice Dietrich, Sept. 29, 2026, para. 4.