Carriage Hills: the perpetual timeshare, dissolved at the third asking

An owner at Carriage Hills or Carriage Ridge bought a week at a resort in Horseshoe Valley, Ontario — one week every year, or one every other year — together with a fractional share of the land as a tenant in common and a membership in the not-for-profit association that ran the place. The time-sharing agreement gave owners no right to terminate, per the Joint Factum of the Applicants, May 5, 2020, para. 15. Owners were liable for the annual charges "in perpetuity," the obligation passed to their estates, and the only exit was to sell the interval to someone else, in a market that the Ridge association's board told BDO Canada Limited had "dramatically declined," per the Proposed Administrator's Pre-Filing Report, Apr. 30, 2020, paras. 2.3.4, 2.6.1. In fiscal 2020, 1,022 of Ridge's 4,126 individual owners were delinquent, unpaid charges had reached 29% of the basic-charge invoicing, and the basic charge itself had risen $489, or 49%, in five years, per the Pre-Filing Report, Apr. 30, 2020, paras. 2.3.5, 2.5.2.

The associations' own lawyers called it a "self-perpetuating cycle": delinquencies pushed the charges up, and higher charges produced more delinquencies. The Hills association was owed approximately $15.5 million in unpaid charges, interest and penalties and the Ridge association approximately $9.6 million, with about 3,173 owners in default, per the Joint Factum, May 5, 2020, paras. 25, 42. The Hills resort had 172 units in eight buildings; Ridge, next door, had 78 in three, both built by Carriage Hills Resort Corporation, a Wyndham Worldwide subsidiary since 2012, per the Pre-Filing Report, Apr. 30, 2020, paras. 2.1.2–2.1.6. Between them the associations had approximately 11,400 individual members and 17,408 intervals, of which Wyndham owned 1,581, per the Second Report of the Administrator, Sept. 30, 2020, paras. 1.1.1, 1.1.6. Their parcel registers were the only ones in Ontario that could not be moved into the Teraview electronic system, "due to the exceedingly high number of owners and fractional interests," per the Joint Factum, May 5, 2020, para. 14.

On August 18, 2026, Justice Conway of the Superior Court of Justice (Commercial List) signed an order dissolving each association under s. 267 of the Corporations Act (Ontario), the last step in a proceeding that opened as an administration in May 2020, became a receivership on January 6, 2021 and sold both resorts that year, per the Endorsement of Conway J., Aug. 18, 2026, paras. 3, 6, 8.

A survey that bound only the leavers

The associations came to court before either was insolvent by their own account. Their factum conceded they "likely do not currently meet the tests for insolvency under the CCAA and the BIA" and asked instead for an administrator under s. 101 of the Courts of Justice Act, an appointment that "does not require evidence of insolvency," with a stay of proceedings and a $500,000 administration charge, per the Joint Factum, May 5, 2020, paras. 2, 37, 47. Justice Conway appointed BDO on May 15, 2020. "The need for an administrator was readily apparent and critical," she wrote that July: members "were subject to perpetual contracts that committed them to paying annual dues indefinitely," and many of the resorts' more than 11,000 members "wanted to exit the resorts immediately without considering any alternatives," per the Endorsement of Conway J., July 2, 2020, paras. 1–2.

BDO's instrument was a survey, and its rules were asymmetric. A vote to exit was binding and a vote to stay was not; a member who did not respond was counted as staying, and a delinquent member who did not bring the account current was counted as leaving. Exit carried a fee of $1,150 to $2,417, depending on the interval, about 1.5 times the annual basic charge. Three owners named as respondents opposed the binding effect and the fee. Justice Conway approved both on July 2, 2020, finding that BDO needed to know how many members would leave regardless of any restructuring and that a non-binding survey meant "an ongoing series of surveys that will only increase delays," per the Endorsement of Conway J., July 2, 2020, paras. 6–10, 15.

The vote ran on eBallot from July 17 to August 31, 2020. At Hills, 62.8% of intervals were counted as exiting — 51.9% by ballot, including all 1,225 of Wyndham's, and 10.9% as delinquent — against 9.6% that voted to remain and 27.6% that did not vote. Ridge came in at 55.0% exiting and 12.5% voting to remain. The administrator logged about 2,000 emails in the survey period and appended a sample of messages and Facebook posts it called "insulting and abusive towards the Administrator and, in some instances, the Court and Madam Justice Conway." It concluded that neither resort, nor the two combined, was viable, and both boards approved its recommendation to close and sell unanimously, per the Second Report of the Administrator, Sept. 30, 2020, paras. 1.1.11, 2.2.3, 2.2.5, 2.4.4, 2.4.7, 3.4.1. Under orders of October 15, 2020, the resorts closed at the end of the 2020 operating year, January 6, 2021, per the Eleventh Report of the Receiver, Aug. 7, 2026, para. 1.1.5.

Vesting land held by tens of thousands

On December 11, 2020, Justice Conway made BDO receiver, effective on the closure date. The relief was unopposed, and she found it "just and convenient to appoint BDO as a Receiver to fulfill the mandate of selling the resorts and distributing the proceeds in an orderly fashion," per the Endorsement of Conway J., Dec. 11, 2020, p. 1.

Colliers Macaulay Nicolls Inc. listed the resorts unpriced on MLS on January 21, 2021. Fifty-five parties signed confidentiality agreements, 14 submitted letters of intent by March 16, and eight made offers by March 26. The receiver accepted the highest and best, an agreement of purchase and sale dated April 6, 2021 with Sunray Group of Hotels Inc., as is, where is, with a 7.5% deposit and no condition but court approval, per the Fourth Report of the Receiver, May 11, 2021, paras. 3.2.1–3.2.8. The price stayed sealed while the deal was pending; the receiver's statements of receipts and disbursements now carry it as $41,250,000 for Hills and $18,750,000 for Ridge, per the Eleventh Report, Aug. 7, 2026, Apps. J–K.

What the sale conveyed was the owners' land as well as the associations' property. The approval and vesting orders of May 27, 2021 vested "all of the right, title and interest of the Applicant and the Owners" in Sunray's designees free and clear, per the Approval and Vesting Order (Hills), May 27, 2021, para. 3. Notice of the sale motion went by mail to 17,988 owners of Hills and 8,285 of Ridge, and 219 more found late in the title review were served by courier or registered mail. Counsel to the administrators of a Facebook group of owners wrote on May 17 with concerns the receiver said it would address in later reporting, per the Supplemental Report to the Fourth Report, May 25, 2021, paras. 2.7, 2.9, 4.2–4.3. The sale closed on June 28, 2021, per the Eleventh Report, Aug. 7, 2026, para. 1.1.9.

Thirty thousand claimants

Selling took five months from listing to closing; paying the owners took almost three years. The receiver's records showed as many as nine people on title to a single deed, owners who had died, divorced or gone bankrupt, and interests carrying mortgages, per the Fourth Report, May 11, 2021, paras. 4.1.2, 4.2.1. In March 2022 counsel told the court "there are over 30,000 owners involved," per the Endorsement of Conway J., Mar. 25, 2022, p. 2. With Kroll Restructuring Administration LLC as claims agent, the ownership claims process drew 24,367 claims covering 10,341.0 intervals by the final extended bar date of April 24, 2023. An interval nobody claimed, unless it carried a mortgage, dropped out of the count, so the proceeds were divided over 7,022.692 intervals at Hills and 3,242.231 at Ridge, per the Ninth Report, Feb. 1, 2024, paras. 4.2.1, 4.3.1, 5.2.3–5.2.4.