Bibi Maryam: a revived sale of 22 King Street West, and the debtor objects

Everything Bibi Maryam Inc. owns is in one building: 22 King Street West in Oshawa, a five-storey building of offices and shops held as 13 condominium units on a single Durham condominium plan. The company was incorporated on December 16, 2021 and bought the building about six months later; the building and the equipment in it are its only assets, according to the First Report of the Receiver, Sept. 14, 2026, para. 5. The Toronto-Dominion Bank registered a $3,000,000 charge against it on June 24, 2022, and a numbered company, 11053019 Canada Ltd., registered a $600,000 second mortgage on December 24, 2024, per the receiver's Notice and Statement of the Receiver, Nov. 27, 2025, para. 4(d).

The receiver now has a buyer, a waived set of conditions and a hearing date. It also has an objection from the company, and a judge who has already said, in writing, how much of that objection the hearing on October 2 can hear.

A loan that matured in 2023

TD's term loan matured on June 24, 2023 and was not repaid. When Justice Steele of the Ontario Superior Court of Justice (Commercial List) appointed The Fuller Landau Group Inc. as receiver and manager on November 17, 2025, under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act, the company owed TD more than $3.4 million on a secured basis, TD was its first-ranking secured creditor, and the company's principal had given the bank an unlimited personal guarantee, per the Endorsement of Steele J., Nov. 17, 2025, para. 7. The receiver's statutory notice puts the secured debt at $3,444,219.04, a figure it took from the bank's application materials, per the Notice and Statement of the Receiver, Nov. 27, 2025, para. 4(d). The receiver reports that scheduled payments to TD had stopped in September 2023, per the First Report of the Receiver, Sept. 14, 2026, para. 6.

The application, file CV-24-00715652-00CL, had been running since early 2024: the order recites a bank affidavit sworn February 29, 2024, a reply of April 3, 2024 and a supplemental affidavit of October 14, 2025, against three responding affidavits from the principal affirmed in March and April 2024, per the Appointment Order, Nov. 17, 2025, p. 2. By the return date no party opposed the relief. Justice Steele recorded that the respondents had agreed at the previous appearance not to object if they were granted the adjournment they asked for, which they were; they asked on the day for a further delay to mid-December, which TD opposed. The judge referred back to the court's October 20, 2025 endorsement, noting that "TD has been very accommodating with respect to this loan," and granted an order the endorsement describes as similar in all material respects to the Commercial List model order, together with judgment for TD against the guarantor, per the Endorsement of Steele J., Nov. 17, 2025, paras. 3, 8–10.

The order gives the receiver the usual powers to market the property and to sell it, with court approval required for any transaction above $50,000, and a first-ranking Receiver's Charge for its fees, per the Appointment Order, Nov. 17, 2025, paras. 3(j)–(l), 19.

Running the building

The receiver's first report, dated September 14, 2026, describes a slow start. It says it was not given access to the premises until late November 2025 because the principal and his counsel at the time were not willing to meet; it took possession on November 28, 2025, met the tenants on site that day, and met the principal on November 30, after which, the report says, he has been co-operative, per the First Report of the Receiver, Sept. 14, 2026, paras. 7–9(a). It hired Englemount Real Estate Management Services Corp. as property manager, had the building's access fobs reprogrammed, obtained from the principal earlier environmental and building condition reports and a 2023 appraisal, and commissioned a fresh appraisal before starting a sale, per the First Report of the Receiver, Sept. 14, 2026, para. 9(c)–(l).

Rent has covered the receivership's running costs so far. From December 1, 2025 to August 31, 2026 the receiver collected $304,883.61 in rent and drew $50,000 on receiver's certificates, against $294,654.16 in disbursements — among them $53,003.06 in property taxes, $52,903.19 for cleaning, maintenance and repairs, $35,326.95 for utilities and $27,000 in property management fees — leaving $72,162.05 in hand, per the Interim Statement of Receipts and Disbursements, App. "F" to the First Report, p. 182. The receiver states that after the sale, Avison Young's commission and the costs of the receivership, the net will be less than what the company owes its secured creditors, per the First Report of the Receiver, Sept. 14, 2026, para. 36.

A deal that lapsed and came back

The receiver asked five brokerages for proposals and signed with Avison Young Commercial Real Estate Service, LP on April 1, 2026, citing its experience with mixed commercial and office buildings and with court-supervised sales. The building went on the Multiple Listing Service at $3,959,000, and marketing began that April, per the First Report of the Receiver, Sept. 14, 2026, paras. 10–13. The broker's listing text called it a "Freestanding Office Investment Opportunity in the Heart of Downtown Oshawa" that was "over 90% leased," per the Listing Agreement, Apr. 1, 2026, App. "C" to the First Report, p. 80. Seven parties showed interest before the first offer, and five signed confidentiality agreements and entered the data room.

The offer came on April 29, 2026 from an individual purchaser. After what the report calls extensive negotiation over price and terms, the receiver accepted an agreement of purchase and sale on May 19 and took a deposit. The buyer had 40 days for due diligence on the building's physical condition. Before that period ran out the buyer asked for more time and a lower price, raising three concerns: carrying costs, including TMI and utilities; the terms of the existing tenants' leases; and the condition of the premises. The receiver reviewed them, consulted TD and agreed. A June 29 amending agreement cut the price and moved the due diligence date to July 29, per the First Report of the Receiver, Sept. 14, 2026, paras. 15–22. The size of the reduction, the price itself, the deposit, the realtor proposals, the receiver's memorandum supporting the cut and the February 2026 appraisal are in five confidential appendices the receiver asks the court to seal until closing.

July 29 passed without a waiver, and the agreement became void by its own terms. The receiver and Avison kept talking to the buyer, and on August 4 the parties signed a revival and amending agreement declaring that if the agreement had lapsed "solely as a result of the Purchaser not having waived or fulfilled its conditions within the conditional period," it was "revived, reinstated and declared to be in full force and effect," with a new condition date of August 19, per the Revival and Amending Agreement, Aug. 4, 2026, App. "D" to the First Report, ss. 1–2. On August 19 the receiver received and signed the buyer's waiver. Court approval is now the only material condition; closing is set for ten business days after an approval and vesting order, and the buyer may assign the agreement on notice while remaining liable under it, per the First Report of the Receiver, Sept. 14, 2026, paras. 23–29. The agreement itself makes the vendor's obtaining of that order within 60 days of the buyer's waiver a condition in the buyer's favour, per the Agreement of Purchase and Sale, May 19, 2026, App. "D" to the First Report, s. 5.1(b).

The receiver's case for approval is five points: about five months of exposure on the Multiple Listing Service; the agreement is the highest and best offer received; a higher offer is unlikely; the price is reasonable against the February 2026 appraisal; and TD, the first secured creditor, supports the process, per the First Report of the Receiver, Sept. 14, 2026, para. 30. The proposed order would vest the building in the buyer free of TD's charge and assignment of rents, the 11053019 Canada Ltd. charge and a court order registered on December 22, 2025, with the net proceeds standing in the place of the property at the same priorities, per the Draft Approval and Vesting Order, Sched. "A" to the Notice of Motion, Sept. 15, 2026, para. 4 and Sched. "C". The receiver also asks the court to approve its fees of $139,068.37 for November 17, 2025 to August 31, 2026, and Harrison Pensa's of $24,941.56 to September 10, 2026, both inclusive of HST, per the First Report of the Receiver, Sept. 14, 2026, paras. 38–39.

What October 2 is for

When the receiver sought to book the approval motion on September 8, the debtor's counsel told the court his client objects. Justice Dunphy's endorsement records that Mr. Robinson "indicates that his client objects to any sale taking place, suggesting that he may have equitable or other grounds to invoke in that direction," that he had not indicated "any concrete objection to sale process," and that he had not yet seen the sale agreement but could do so on giving a confidentiality undertaking, a condition the judge tied to keeping the process untainted "should it be necessary to recommence the sales process for any reason," per the Endorsement of Dunphy J., Sept. 8, 2026, para. 2. The receiver's report says it is in communication with the company's counsel about that undertaking, per the First Report of the Receiver, Sept. 14, 2026, para. 27.

The judge then drew the boundary. "I remind the parties that an APPROVAL motion is not a venue for opening up prior orders of the court where a receiver was appointed or authority to conduct a sale and the process to be followed was approved," the endorsement reads. Mr. Robinson had said his client "may well be pursuing a number of legal avenues as against the Bank itself"; Justice Dunphy wrote that those issues "are entirely separate and distinct from the matters before the court on October 2," and that the issues open that day are limited to "the reasonableness of the process followed by the Receiver, adherence to relevant court orders and directions and similar matters," per the Endorsement of Dunphy J., Sept. 8, 2026, para. 3.

Under the timetable the endorsement set, the receiver was to deliver its motion materials by September 15, which it did; responding material is due September 25, the receiver's factum September 29 and the responding factum September 30, with the hearing by video at 11:00 a.m. on October 2, per the Endorsement of Dunphy J., Sept. 8, 2026, para. 1. The receiver's notice of motion asks for costs on a substantial indemnity basis if the motion is opposed, per the Notice of Motion, Sept. 15, 2026, para. 3.