AVP Greenhouse: a sealed sale after 78 weeks, and a recovery FCC won't fund

The greenhouse at 3273 Mountain Road in Lincoln, Ontario covers 11 acres of a 46.18-acre parcel, per the Receiver's Third Report, Sept. 18, 2026, para. 1, and it grew cucumbers exclusively for Mastronardi Produce Limited of Leamington. Its last crop came off in August 2024. When MNP Ltd. took over as receiver on October 31 of that year, the heating system was inoperative: Enbridge had disconnected gas service in late 2022 for non-payment, and the Technical Standards and Safety Authority had decertified the boilers, per the First Report of the Receiver, Jan. 20, 2025 (Motion Record, Tab 3), paras. 21, 26.

The operator, 14113268 Canada Inc., also known as AVP Greenhouse, was incorporated federally on June 9, 2022, and that December bought the property from A&W Green Houses Inc., taking 75% of the title. The other 25% went to 1337905 Ontario Limited, known as AVP Solutions, a Mississauga quality-assurance provider to automotive suppliers that the same two principals own and operate. Farm Credit Canada lent AVP Greenhouse $8,000,000.00 on a term loan and $250,000.00 on an operating line, secured by an $8,250,000.00 first mortgage registered on December 13, 2022, per the Receiver's Third Report, Sept. 18, 2026, paras. 1–3, 69–71, 79. A&W registered a $4,750,000 charge the same day, per Schedule C to the Real Property Approval and Vesting Order, Sept. 29, 2026.

A receiver for one company, a monitor for the other

The companies began breaching terms of the loan agreements in January 2024 and were unsuccessful in restructuring under the Farm Debt Mediation Act. The company's own account of its decline, given by one principal on the day of the appointment, was a holding tank that failed and flooded parts of the facility in August 2024, damage that, with working capital constraints, hurt the August crop's yields, per the First Report of the Receiver, Jan. 20, 2025 (Motion Record, Tab 3), paras. 7–8, 22.

On FCC's application, Justice MacNeil made two orders on October 31, 2024, appointing MNP receiver and manager of the land and AVP Greenhouse's assets under s. 243(1) of the Bankruptcy and Insolvency Act, and monitor of AVP Solutions, per the Receiver's Third Report, Sept. 18, 2026, para. 4. FCC had sought a receiver over both companies, the second order recites; for AVP Solutions the court appointed a monitor under s. 101 of the Courts of Justice Act, with power to investigate and report on that company's affairs, its liabilities to the Canada Revenue Agency and its ability to pay FCC, A&W and CRA, per the Monitorship Order, Oct. 31, 2024 (Motion Record, App. A to the First Report), recital, paras. 2–3.

Seventy-eight weeks on the market

Culligan Real Estate Ltd. listed the property under a Multiple Listing Service agreement dated February 17, 2025, in accordance with a sale process the court had approved on January 30, per the Sale Process Approval Order, Jan. 30, 2025, para. 3 and the Receiver's Third Report, Sept. 18, 2026, para. 44. Market interest was "weaker than anticipated," the receiver reported, "necessitating seven downward price adjustments to the listing price," the last effective July 6, 2026. In about 18 months the listing drew 12 binding offers, counting counter-offers, and two non-binding expressions of interest. Three agreements were signed, and each "failed to proceed beyond the conditional phase and eventually terminated." In the receiver's assessment, the specialized facility, its carrying costs and the capital many buyers would need to modify or repurpose it "appear to have materially constrained purchaser demand and limited the pool of qualified buyers," per the Receiver's Third Report, Sept. 18, 2026, paras. 45, 52(b)–(c).

The fourth agreement, with 1444975 Ontario Inc., is dated August 12, 2026 and was accepted two days later: an as-is, where-is asset purchase of the land, the fixed assets and the owned chattels for "a fixed cash purchase price," excluding cash, insurance policies and tax rebates or refunds. FCC, the senior secured creditor, supported it, per the Receiver's Third Report, Sept. 18, 2026, paras. 8, 18(g), 46–47, 52(f).

On September 29, 2026, Justice Bordin approved the transaction in two orders, vesting both companies' interests in the land in the purchaser's assignee 1001716059 Ontario Inc., and the equipment and chattels in its assignee 1001716280 Ontario Inc., each on delivery of the receiver's certificate that the price has been paid and the deal completed, per the Real Property Approval and Vesting Order, Sept. 29, 2026, paras. 3–4, Sched. A and the Other Property Approval and Vesting Order, Sept. 29, 2026, para. 2, Scheds. A–B. The price is in the third report's confidential supplement, which the land order seals until closing or a further order. If the deal failed, the receiver said, public access to it would likely harm any future sale process, "including by setting a price ceiling." The receiver intended to close ten business days after approval if the order was granted without opposition and no legal action threatened the deal, per the Real Property Approval and Vesting Order, Sept. 29, 2026, para. 9 and the Receiver's Third Report, Sept. 18, 2026, paras. 56–57. No receiver's certificate is in the record.

Who the order pays

The Distribution and Discharge Order of the same day pays from two pools. From the land, the Town of Lincoln's property tax arrears, estimated at approximately $109,230.00, come first and FCC takes the balance. From the equipment and chattels, CRA takes $103,819.82 on its deemed trust claim for AVP Greenhouse's unremitted source deductions for 2024–2025, and FCC the balance after a holdback for the receiver's and its counsel's fees, per the Distribution and Discharge Order, Sept. 29, 2026, para. 8 and the Receiver's Third Report, Sept. 18, 2026, para. 74. CRA comes first there, the receiver explains, because FCC's mortgage, a "prescribed security interest" over the land, "does not extend to the proceeds of AVP Greenhouse's personal property," per the Receiver's Third Report, Sept. 18, 2026, paras. 92, 95, 97.