Auto Haven: one offer for Talbot Line, signed twice

The building at 45025 Talbot Line in St. Thomas, Ontario, sits on Highway 3: a freestanding commercial building of about 7,450 square feet on about 1.74 acres, from which 2694272 Ontario Ltd. ran an automotive retail and service business registered as Auto Haven, and which was in use as a truck accessories sales and service shop when the company agreed to sell it in June. It has been vacant since before July 24, 2026, when Justice Kalajdzic appointed Albert Gelman Inc. as receiver and manager on the application of Caisse Desjardins Ontario Credit Union Inc., per the First Report of the Receiver, Sept. 9, 2026, paras. 1, 6. The company's own listing had described it as "minutes from the new Volkswagen PowerCo battery plant," per the Affidavit of Olivier Ludger Ménard, July 8, 2026, Ex. "T".

The receiver's first report, dated September 9 for a motion returnable September 18, asks the court to approve a sale of the property for $1,525,000 to Black Diamond Trailer Sales Inc., the buyer the company found in June under its former name, Thiessen Trailer Sales Inc., and to approve it without a further, formal sales process. The price is the one the company agreed before the receivership. Desjardins was owed $2,158,551.57 as of September 4, before professional fees, and the receiver says the Caisse will not be repaid in full even from the entire net proceeds, per the First Report of the Receiver, Sept. 9, 2026, paras. 2–4, 25, 57.

A forbearance with a receiver's consent in it

The company bought the property on October 1, 2024 from 1904883 Ontario Inc. for a registered consideration of $2,000,000, and Desjardins registered a $1,443,750 charge and a notice of assignment of rents against it that day, per the parcel register at First Report of the Receiver, Sept. 9, 2026, App. "B". That charge secures a term loan of the same principal, advanced under a September 26, 2024 loan agreement at 5.990%. An April 12, 2024 variable credit agreement had already advanced $750,000 at the Caisse's prime rate plus 1.500%, backed by a general security agreement and by an unlimited guarantee from Nicholas Chesterfield, the company's president and a director, per the Affidavit of Olivier Ludger Ménard, July 8, 2026, paras. 5, 7–17.

By February 2026 the account sat with Desjardins' special loans group, and the correspondence exhibited to its application shows what the account manager there wanted: a date for bringing property taxes current, a monthly reduction of the operating line, the main bank account moved to Desjardins, and review-engagement financial statements for 2024 and 2025. The company's bookkeeper wrote back on February 6: "We were under the impression that the taxes were covered in the mortgage payment but just found out they are not." On March 18 the company said the 15-year amortization on its mortgage "is creating a significant monthly cash flow burden," with the line of credit at its limit, and asked to re-amortize the remaining $1.35 million over 25 or 30 years, per the Affidavit of Olivier Ludger Ménard, July 8, 2026, Ex. "R". The reply that day said Desjardins does not offer 25- or 30-year amortization on commercial loans and set out two four-month forbearance structures, each requiring $5,000 a month toward property taxes. Mr. Chesterfield confirmed on March 27 that the company wished to proceed with what the affidavit calls "Option 3," per the Affidavit of Olivier Ludger Ménard, July 8, 2026, paras. 21–24 and Ex. "R".

The agreement he signed for the company and as guarantor on April 20 recorded three existing defaults: $27,849.43 of property taxes unpaid as of December 24, 2025, the main operating account kept away from the Caisse, and the financial statements not delivered. It required monthly payments of $5,000 to the Municipality of Central Elgin by April 30, the account moved and the 2024 statements delivered by May 31, and a second-ranking $745,000 mortgage on Talbot Line by May 15 to secure the line of credit. Desjardins would forbear until August 31, 2026, or until a terminating event, and on the end of forbearance it could seek a court-appointed receiver, "to which appointment the Borrower has consented," a consent the agreement says survives its termination, per the Affidavit of Olivier Ludger Ménard, July 8, 2026, Ex. "C", ss. 2(a), 4(a)–(d). The $745,000 charge was registered on May 15.

On June 8, Gowling WLG (Canada) LLP demanded $2,113,781.11 on Desjardins' behalf, $750,000 on the line and $1,363,781.11 on the term loan as of May 28, and served a notice of intention to enforce security under s. 244 of the Bankruptcy and Insolvency Act. The demand listed the forbearance terms it said had been broken: the monthly tax payments, the bank account, the 2024 statements, and arrears as of June 3 of $7,461.64 in interest on the line and $24,350.78 on the term loan, per the Affidavit of Olivier Ludger Ménard, July 8, 2026, Ex. "Q", Schedules "A" and "B". A June 17 request for a liquidation plan drew no response, and on July 3 counsel for Mark Whiteford, a shareholder who had not held shares when Desjardins lent, told Desjardins' counsel that the company had an offer at $1,525,000. Olivier Ludger Ménard, an account director in the Desjardins special loans group, affirmed on July 8 that it was not clear the deal would become firm, that the company could not fund its mortgage or property tax payments, and that the Caisse "has lost confidence in the management of 269," per the Affidavit of Olivier Ludger Ménard, July 8, 2026, paras. 29–39.

None of the respondents appeared or filed material on July 24. "The defendants expressly consented to the appointment of a receiver in the Forbearance Agreement dated April 20, 2026. The defendants are in default of that agreement," Justice Kalajdzic wrote, noting that no substantial changes had been made to the standard order, per the Endorsement of Justice Kalajdzic, July 24, 2026, pp. 1–2.

What the receiver found

The receiver took possession on July 31. Richmond Advisory Services Inc., the property manager it retained, changed the exterior locks, began inspections every 72 hours, and found two vehicles left on the lot, a 2016 Ford Focus Electric and a 2014 Jeep Grand Cherokee Overland, for which no keys could be located; both went into storage, per the First Report of the Receiver, Sept. 9, 2026, paras. 21–22.

The report gives a section to what it calls the directors' lack of co-operation. On July 27, by the receiver's account, Mr. Chesterfield told it by telephone to arrange a site visit through the listing brokerage and said he would be unable to be contacted by telephone or email going forward. Requests for information sent on July 31 by registered mail and email came back undeliverable, the email address inoperative. His lawyer, Michael Brightling, produced the corporate minute book on August 11. Mr. Whiteford, the company's secretary, treasurer and other director, referred the receiver to Mr. Chesterfield, citing his limited involvement, and has provided limited information on the vehicles. The receiver says it has "obtained minimal books and records" from either director, per the First Report of the Receiver, Sept. 9, 2026, paras. 5, 15–19.

Besides the land, the company owns eight motor vehicles and two pieces of Kubota equipment, and is owed some receivables. Seven vehicles have been recovered and delivered to a liquidator; one vehicle and both Kubotas are still missing, and the receiver's inquiries about them to both directors have gone unanswered, per the First Report of the Receiver, Sept. 9, 2026, paras. 72–76. A PPSA search turned up registrations for Royal Bank of Canada against a 2024 Jeep Wrangler, Ford Credit Canada Leasing against a 2024 Ford Bronco, Vault Credit Corporation (two), Kubota Canada Ltd. (two), and Merchant Opportunities Canada Limited Partnership, whose registration reaches future debit- and credit-card receivables. Ford Credit has filed a proof of claim for $75,289.31; the receiver has not confirmed what is owed to the others, and has found no registration other than Desjardins' against the real property, per the First Report of the Receiver, Sept. 9, 2026, paras. 33–35.

Two claims rank ahead of Desjardins, on the receiver's understanding. Property taxes past due had reached $36,068.28 by the municipality's August 11 certificate, up from $29,694.11 on May 14 according to the Affidavit of Olivier Ludger Ménard, July 8, 2026, para. 19(b), and the receiver treats them as a special lien under s. 349 of the Municipal Act, 2001. The Canada Revenue Agency's August 21 statements put unremitted source deductions at $76,792.38, of which the Crown says $33,623.79 is a deemed trust; the receiver's counsel, Miller Thomson LLP, has advised that amount must be paid before any distribution to Desjardins, and has given an opinion that Desjardins' mortgages and general security agreement are valid and enforceable, subject to standard assumptions and qualifications, per the First Report of the Receiver, Sept. 9, 2026, paras. 27–32.

The same price, on the receiver's paper

The property was listed through PC275 Realty Inc. on April 20 at $2,400,000. The list price came down to $1,999,000 on April 28, which the brokerage explained as an attempt "to recoup the price paid for the Real Property in 2024," then to $1,799,000 on a May 11 relisting after minimal market activity, and to $1,699,000 on June 1. Over 73 days the listing drew 838 views on REALTOR.ca, about eight inquiries, most of them preliminary and not serious in the view of the broker of record, Andrew Joseph Crook, and four showings, two by the eventual buyer's brokerage. Nobody else made an offer during the marketing period. The company and the buyer signed on June 29 after several counter-offers, and the company accepted on July 2, per the First Report of the Receiver, Sept. 9, 2026, paras. 38–42. Mr. Crook told the receiver he does not believe there is any relationship between the buyer or its principal, Gerhard Thiessen, and the company or its principals.

His account of the price runs this way: a comparative market analysis in February 2026, while the business was still operating, supported about $1.8 million; during June and July, "as the Company's business failed," the company removed equipment and chattels and the building fell into a "disused and disheveled condition"; and by June 29 his opinion of value was about $1.5 million, which in his view made $1,525,000 a fair price for the property as is, per the First Report of the Receiver, Sept. 9, 2026, para. 44.

The receiver chose not to complete or assign the company's agreement, which lacked the terms a receivership sale needs, among them an as-is, without-recourse basis and conditions tied to a vesting order. Giving effect to it would also have carried risk, the report says, "as to the continued validity and enforceability of an agreement signed by directors of a company in receivership." On August 5 the buyer's realtor wrote that his client remained "very much in favour of making a deal on the subject property if and when the road is clear to do so," and asked for the $50,000 deposit back if it could not, per the First Report of the Receiver, Sept. 9, 2026, paras. 46–47. The new agreement, signed by the buyer on August 12 and accepted by the receiver on August 14, keeps the price and carries the deposit forward. It sells whatever remains on the property as seen by the buyer on July 16, and closes on the first business day 10 days after the vesting order issues, per the First Report of the Receiver, Sept. 9, 2026, para. 48. An amendment signed on August 18 deleted the buyer's financing condition and states that "This agreement is now firm and binding and shall proceed to closing according to all other terms herein," per the First Report of the Receiver, Sept. 9, 2026, App. "D".

After its appointment the receiver commissioned TL Smith Appraisals to value the property as of August 3, and its report says the appraised value is below the purchase price. The value is redacted from the public appendix, and the receiver asks that the unredacted appraisal be sealed until closing because, it says, disclosure would prejudice any future sale process if the transaction did not close. Then, on August 13, a day after the buyer signed, PC275 received a revised offer of $1.5 million from another prospective purchaser, without the legal and inspection conditions of that party's earlier, lower offer. The receiver calls it "real-time, market-based confirmation that no materially better price is presently available for the Real Property," per the First Report of the Receiver, Sept. 9, 2026, paras. 49–52, 62.

On the Soundair factors, the receiver relies on the company's pre-receivership marketing. Desjardins "is projected to suffer a shortfall in the Transaction but is nonetheless supportive," the report says, and the directors' signature on the original agreement at the same price reflects that "they recognized that there would be no recovery to equity." A new marketing process would delay recovery, add carrying costs and "risk losing the only firm offer the Real Property has attracted," per the First Report of the Receiver, Sept. 9, 2026, paras. 54–55.

After closing

The receiver asks for authority to distribute without a further order, in this sequence: the court-ordered charges, the commissions to PC275 and the co-operating broker, the property tax arrears at closing, the $33,623.79 deemed trust to the CRA, and the balance to Desjardins up to its mortgage debt. It says no other secured or unsecured creditor will receive anything, per the First Report of the Receiver, Sept. 9, 2026, paras. 59–61. So far the receivership has run on $75,000 borrowed from Desjardins under a receiver's certificate dated September 2, against a $250,000 borrowing limit in the appointment order, per the First Report of the Receiver, Sept. 9, 2026, paras. 63–64.

The same motion seeks approval of the receiver's fees of $48,232.50 for 96.9 hours at an average of $497.76, or $54,910.58 with disbursements and taxes, and of Miller Thomson's $9,325.50 for 15.4 hours, $10,875.43 in all. It also asks to raise the receiver's authority to sell without court approval from $50,000 per transaction and $250,000 in aggregate to $100,000 and $500,000, so the liquidator can sell the seven recovered vehicles, including the Ford Bronco under Ford Credit's registration, per the First Report of the Receiver, Sept. 9, 2026, paras. 8, 68–70, 77–80. Tom McElroy signed the report for Albert Gelman Inc., which says it will report later on those sales, on the search for the missing vehicle and the two Kubotas, and on the receivables.