3367 Highway 115: the gas station goes back to its owner and a new lender

The property at 3367 Highway 115 in Clarington, Ontario is a gas station with a parking area, several commercial buildings holding retail stores, and one residential unit. The pumps ran under the Ultramar brand, per the First Report of the Receiver, Aug. 10, 2026, para. 2. The parcel register traces the site as a gas bar through a line of numbered and named owners back to 2002; on September 17, 2021 it was transferred to 2801515 Ontario Inc. for $2,150,000, and the same day the company registered a $1,416,000 charge in favour of Royal Bank of Canada, per the Application Record, Mar. 13, 2025, Tab 2, Ex. G, p. 115.

The company was a real estate holding company, incorporated on December 18, 2020, with two directors, per the First Report of the Receiver, Aug. 10, 2026, paras. 2–3 and RBC's supporting affidavit, sworn March 12, 2025 by a senior manager in the bank's Special Loans & Advisory Services department, in the Application Record, Mar. 13, 2025, Tab 2, para. 4. On September 3, 2026, Justice Jana Steele of the Ontario Superior Court of Justice (Commercial List) discharged the receiver the bank had put in, and gave the property back to the company and to whoever now holds RBC's mortgage. By the receiver's own account, it had neither run a sales process nor marketed the property, per the Supplemental Report to the First Report of the Receiver, Aug. 28, 2026, para. 12.

A demand loan, and a gas station on the security

RBC's credit agreement, dated November 29, 2023 in the copy exhibited, set out a $40,000 revolving demand line and three fixed-rate term loans of $1,310,341.07, $162,847.78 and $196,616.14, the largest on a 207-month amortization but a nine-month term maturing September 10, 2024, per the Application Record, Mar. 13, 2025, Tab 2, Ex. B, p. 69. The security was a general security agreement, the collateral mortgage, an equipment security agreement, and a limited guarantee from the two directors of up to $1,735,110, per the Application Record, Mar. 13, 2025, Tab 2, paras. 7–8.

In the bank's account, the term loans matured without renewal in November 2024, scheduled monthly payments stopped that month, and the company ran its operating account past its authorized limits. RBC's counsel made demand on November 29, 2024 for $1,693,466.72 as of November 26, most of it the $1,304,645.73 term loan, and served a notice of intention to enforce under s. 244 of the Bankruptcy and Insolvency Act, per the Application Record, Mar. 13, 2025, Tab 2, paras. 14–17, Ex. I, pp. 123–124. On January 30, 2025 the bank sent a form of forbearance agreement that would have given the company time to close a sale of the property and repay the debt; none was signed, and the bank said it knew of no viable pending sale or refinancing, per the Application Record, Mar. 13, 2025, Tab 2, paras. 18–20.

Justice Steele appointed Grant Thornton Limited receiver under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act on March 24, 2025, with no one opposing; a director of the company attended, did not oppose, understood the property would likely be sold, and asked the court and RBC for some notice because he lived on the premises. The judge rested on the bank's contractual right to a receiver on default, and recorded two further concerns of RBC's: it had no visibility on liabilities that might rank ahead of it outside a bankruptcy, and it was concerned about "the potential for liabilities and obligations arising from any potential environmental damage or contamination at the Real Property, given that there is a gas station on the premises," per the Endorsement of Justice Steele, Mar. 24, 2025, paras. 2–3, 8–9. The appointment order let the receiver borrow up to $150,000 under a charge ranking ahead of all other security on the property, subordinate only to the receiver's own charge and the statutory charges, per the Receivership Order, Mar. 24, 2025, para. 22.

What the receiver found in the ground

Grant Thornton's first report came almost seventeen months after the appointment, dated August 10, 2026 and signed by Jake Wiebe, senior vice president. The company's principals, it says, supplied information about the property and the gas station operation, utility and property tax invoices and some supply agreements, but no accounting records and nothing on the company's CRA filings. CRA ran trust examinations and found no source deductions or HST owing. There appeared to be no employees at the date of appointment, so no Wage Earner Protection Program claims were filed, per the First Report of the Receiver, Aug. 10, 2026, paras. 11–14. The director living in the residential unit was given notice to vacate by September 30, 2025 and told the receiver on August 10, 2025 that he had left, per the First Report of the Receiver, Aug. 10, 2026, paras. 16–19.

The receiver, having "noted the potential for environmental contamination given the nature of gas station operations," retained Pinchin Ltd. for Phase 1 and Phase 2 environmental site assessments. They found soil contamination; Pinchin went back for more sampling to establish its extent and priced the remediation. Cushman & Wakefield appraised the property on the assumption that it was not contaminated, and realtors gave listing proposals on the same assumption, per the First Report of the Receiver, Aug. 10, 2026, paras. 16, 20–24. The figures are in a confidential appendix. What the public report says is the conclusion: the appraisal, listing proposals and remediation estimate, shared with RBC, "show that the Remediation Costs exceed the estimated value of the Real Property," and RBC "advised that it is not prepared to fund the Remediation Costs," per the First Report of the Receiver, Aug. 10, 2026, paras. 25, 27. Property tax arrears owed to the Municipality of Clarington stood at approximately $45,300, per the First Report of the Receiver, Aug. 10, 2026, para. 26.

From there the report turns on the appointment order, which "authorizes but does not obligate" the receiver to take possession of and market the property. There was no money to go further: RBC would not fund the receivership further, and RBC, "in the process of selling its debt and security," asked the receiver to seek its discharge. RBC held the only charge on title and the only PPSA registration, per the First Report of the Receiver, Aug. 10, 2026, paras. 28–31. The receiver had issued $130,000 in borrowing certificates to RBC to fund the proceeding, and "will be unable to repay the Borrowing Certificates as there have been no realization in the receivership," per the First Report of the Receiver, Aug. 10, 2026, paras. 35–36.

The offer of August 20

On August 27, 2026, the receiver learned that the company had received an offer for the property dated August 20. It was on a standard OREA form, with a stated closing date of September 24, 2026 and twelve conditions, among them the buyer being satisfied with the environmental condition of the land. The receiver filed a copy with the price and deposit redacted and the full offer as a confidential appendix, per the Supplemental Report to the First Report of the Receiver, Aug. 28, 2026, paras. 8–9.

The supplemental report explains why the receiver would not act on it. Given the conditions, there was no certainty the deal would close. The receiver had not run a sales process or marketed the property, and so was "unable to determine if the Offer is one that the Receiver would consider accepting considering the principles of Soundair," the Ontario Court of Appeal's test for a court officer's sale. It could not assess whether the price was reasonable or the best obtainable. RBC knew of the offer, was still not prepared to fund the receivership, and supported the discharge, per the Supplemental Report to the First Report of the Receiver, Aug. 28, 2026, paras. 11–15. Once the receiver was gone, it said, "the holder of the RBC security will then have rights to deal with the Real Property," and the company "will be able to negotiate the sale of the Real Property on ordinary commercial terms subject only to RBC's or RBC's assignee's security interest," per the Supplemental Report to the First Report of the Receiver, Aug. 28, 2026, para. 19.

The offer also changed the sealing request. The first report had proposed that the confidential appendix become public as soon as the receiver was discharged; the supplemental report asked instead that both confidential appendices stay sealed for a year, because the contents "could prejudice the Debtor's attempts to sell the Real Property," per the First Report of the Receiver, Aug. 10, 2026, para. 43 and the Supplemental Report to the First Report of the Receiver, Aug. 28, 2026, para. 21.

September 3

Counsel for RBC and for the receiver attended, as did a director of the company, and no one objected, per the Endorsement of Justice Steele, Sept. 3, 2026, p. 1, paras. 1–2. Justice Steele's endorsement puts the estate in one line: "The primary asset of the estate is a contaminated piece of Real Property on which a gas station operated." RBC, owed about $1.7 million, had investigated the property and the cost of cleaning it up, decided not to fund the clean-up, "and subsequently sold their mortgage to a third party, which will become the new senior creditor following the Receiver's discharge." The property would leave receivership, "and the debtor can deal with the new lender," per the Endorsement of Justice Steele, Sept. 3, 2026, paras. 3–5.

She approved the first report, citing Laurentian University of Sudbury, 2022 ONSC 2927, and Triple-I Capital Partners Limited v 12411300 Canada Inc, 2023 ONSC 3400, for applying the approval practice to a court-appointed receiver, and found that the receiver "has acted reasonably and in good faith." She approved fees of $38,105.45 for the receiver and $8,685.69 for Harrison Pensa, plus a $20,000 accrual to finish, applying the fair, reasonable and proportionate standard of Bank of Nova Scotia v Diemer, 2014 ONCA 851, per the Endorsement of Justice Steele, Sept. 3, 2026, paras. 6–7. On sealing, she accepted the Sierra Club and Sherman Estate test as met: "While the receivership is being lifted, there is an existing asset purchase agreement that the debtor may seek to pursue," and publication of the appraisal schedule, the offers and the remediation documents could affect the debtor's ability to get the best price, per the Endorsement of Justice Steele, Sept. 3, 2026, para. 8.

The discharge order seals the confidential appendices until September 3, 2027 or further order. It approves the statement of receipts and disbursements as at July 31, 2026 and the fees, and discharges Grant Thornton on payment of those amounts and on filing a certificate that the remaining activities are complete, with the usual carve-out for incidental duties. The release covers any liability arising from the receiver's acts or omissions, "save and except for any gross negligence or wilful misconduct," per the Discharge Order, Sept. 3, 2026, paras. 2–7.