Choice Wholesale Meats: 2877 Dufferin sells, the discharge waits

On the company's own website, as a TD banker printed it in May for the court, Choice Wholesale Meats Ltd. describes itself as "a family owned and operated company since 1930's," with "three generations of skilled meat cutters" supplying restaurants and supermarkets with meat and poultry, certified Halal among them, from a government-inspected operation on Dufferin Street in Toronto, per the Affidavit of Muhammad Ahsan Ashraf, May 19, 2026, Ex. "A", p. 33. The page also advertised vacuum-packed rabbit, rack of lamb, lobster tails and a homemade Italian sauce. By the time a receiver was appointed on June 15, 2026, the company was not carrying on any operations, and what was left of the business — some kitchen equipment, and motor vehicles with no equity in them — had, in the receiver's assessment, only nominal realizable value, per the First Report of the Receiver, Sept. 15, 2026, para. 14.

What remained was the building. 2877 Dufferin Street is a two-unit, mixed-use property: a commercial unit on the main floor with a basement, and a residential unit upstairs occupied by a tenant who has no written lease. It is owned not by the company but by two of the individuals who guaranteed its debts. On September 22, Justice J. Dietrich of the Ontario Superior Court of Justice (Commercial List) approved its sale to 1001717667 Ontario Inc., the only party that made an offer, and approved paying the net proceeds to The Toronto-Dominion Bank, which is expected to take a shortfall. She declined, for now, to grant the receiver the discharge it asked for in the same motion, per the Endorsement of Justice J. Dietrich, Sept. 22, 2026, paras. 1, 5, 7, 9–10.

A bank account in arrears since August

The credit that ended here was recent. Under a letter agreement of March 6, 2025, TD made available to the company a $300,000 operating loan at prime plus 2.00% and two Visa accounts with a combined $20,000 limit at 24.99%, and lent the two building owners $800,000, at prime plus 1.25%, to refinance 2877 Dufferin. The company gave a general security agreement dated April 11, 2025; the owners gave a $1,100,000 collateral mortgage, registered April 28, 2025, and an assignment of rents. Four individuals — the two owners, the company's sole director and a fourth respondent — signed unlimited guarantees, and the company guaranteed the owners' debt in turn, per the Affidavit of Muhammad Ahsan Ashraf, May 19, 2026, paras. 6–10, 17, 21.

Within five months, by the bank's account, things were going wrong. The affiant, an account manager in TD's Financial Restructuring Group, deposes that from August 2025 the bank was concerned by recurring overdrafts, loan payment delinquencies and missed reporting covenants, and emailed the company about them repeatedly through December. On December 11, 2025, the director wrote back that he had "a firm offer to sell the building," one that would "clear the mortgage and the line of credit." The bank says it received no firm and binding agreement of purchase and sale in early 2026, moved the accounts to its restructuring group around March 5, and on April 16 issued demands and notices of intention to enforce security under s. 244 of the Bankruptcy and Insolvency Act. Those expired without payment, per the Affidavit of Muhammad Ahsan Ashraf, May 19, 2026, paras. 25–34. As of May 12, 2026, the affidavit puts the debt at $1,142,059.91: $335,738.15 on the overdrawn operating line, $5,381.22 and $19,152.53 on the two over-limit Visa accounts, and $781,788.01 on the owners' term loan, before legal fees, per the Affidavit of Muhammad Ahsan Ashraf, May 19, 2026, para. 36.

Justice Peter J. Cavanagh heard TD's application on June 15. The director had advised that he did not oppose a receiver over the company's assets; the two owners attended and did not oppose one over the building. The endorsement records that litigation searches by TD's counsel showed "numerous writs of execution and enforcement proceedings" in 2025 against three of the individual respondents, and finds it just and convenient to appoint Albert Gelman Inc. over both the company's property and 2877 Dufferin under s. 243 of the BIA and s. 101 of the Courts of Justice Act. TD's claim for judgment against the respondents on the guarantees was split off and adjourned to July 15, 2026, per the Endorsement of Justice Cavanagh, June 15, 2026, paras. 3–4, 12, 17–18. The appointment order let the receiver borrow up to $250,000 on the security of a charge over all the property, ranking behind only the receiver's own charge and certain statutory priorities, per the Order Appointing Receiver, June 15, 2026, para. 21.

Seven tours and one offer

The receiver's First Report, dated September 15, sets out a quarter's work on a single asset. It changed the locks and put a property manager, Richmond Advisory Services Inc., in charge of the building; commissioned an appraisal from TL Smith Appraisers and a phase I environmental site assessment and building condition report from Pinchin Ltd.; and, with TD's support, signed a listing agreement with Lennard Commercial Realty, Brokerage on July 14, per the First Report of the Receiver, Sept. 15, 2026, paras. 26–27, 41. The property went on the Toronto MLS the next day, with signs on the building, and Lennard sent a flyer to about 1,000 investors and brokers in its database. There was no bid deadline. Offers were taken as received, which the report says was meant "to avoid the risk of degrading market perception of the Dufferin Property in the event no bids were received," a view the broker held and the receiver shared. Seven prospective buyers toured the building; one made an offer, per the First Report of the Receiver, Sept. 15, 2026, para. 29.

The agreement of purchase and sale was fully executed on August 5. An amendment accepted on August 26 substituted 1001717667 Ontario Inc. as purchaser and had it take the building with the upstairs tenant in place, so the receiver would not have to deliver vacant possession. The purchaser's solicitor-approval and financing conditions have been satisfied or waived; it has paid a $50,000 deposit, held in the broker's trust account; the sale is "as is, where is"; and closing falls on the fifth business day after the ten-day appeal period from the vesting order, or later if the receiver agrees, per the First Report of the Receiver, Sept. 15, 2026, paras. 30–31. The price is the only thing redacted from the public copy. The receiver says it is higher than the appraised value, and that TD is not willing to fund further marketing; even if it were, the receiver and the broker take the view that more professional costs "would erode recoveries with no certainty that a superior transaction would be completed," per the First Report of the Receiver, Sept. 15, 2026, paras. 32, 35.

The report is also a record of who did not answer. The receiver says it made "repeated requests" to the director and to the two owners for the books and records of the company and the building, and that none has been responded to; it built its picture of the creditors from the application record, PPSA searches and what it gathered itself, per the First Report of the Receiver, Sept. 15, 2026, para. 24. That picture includes the City of Toronto for property taxes, several secured parties registered mostly against leased vehicles, execution creditors of certain principals and guarantors, and the Canada Revenue Agency, which filed an unsecured claim on July 13 for roughly $24,000 of corporate income tax and advised by email that the company's payroll source deduction balance was nominal and not a deemed trust claim, per the First Report of the Receiver, Sept. 15, 2026, paras. 24–25.

The estate has run on borrowed money. The receiver drew $250,000 from TD on receiver's certificates and, to September 14, spent $69,813 of it: $46,487 to itself and $1,981 to its counsel, $4,000 for the appraisal, $3,968 for insurance, $3,328 for repairs, $3,300 and $3,250 for the environmental and building reports, and $1,000 in property management fees among the lines, leaving $180,187. The tenant's rent was collected by Richmond and netted against its repair costs, per the Interim Statement of Receipts and Disbursements, June 15–Sept. 14, 2026, p. 73.

What Justice Dietrich granted

The motion came on September 22 with no opposition. Neither TD's counsel nor the two owners, who are self-represented, appeared; CRA had been served and took no position, per the Endorsement of Justice J. Dietrich, Sept. 22, 2026, p. 1, paras. 3, 9. Applying Royal Bank of Canada v. Soundair Corp., the judge found the property had been widely marketed and noted the receiver's view that the price was fair and reasonable given the appraisal and the time on the market, and that TD, whose representatives told the receiver it would be paid only in part, consented. She sealed the confidential appendix — the unredacted agreement — until closing or further order, finding the request met the test in Sherman Estate v. Donovan, 2021 SCC 25, and directed the receiver to apply to unseal it at the appropriate time if necessary, per the Endorsement of Justice J. Dietrich, Sept. 22, 2026, paras. 6–8.

The distribution waterfall she approved runs in four steps: realty taxes and closing amounts on the building, then the receiver's charge and borrowings charge, then the approved fees of the receiver and its counsel, then the balance to TD. Garfinkle Biderman's independent opinion found TD's security valid and enforceable, subject to the usual qualifications, and "It is anticipated that TD Bank will suffer a shortfall, and accordingly there will be no funds available for distribution for the other stakeholders," per the Endorsement of Justice J. Dietrich, Sept. 22, 2026, para. 9. The First Report was approved, with the usual limit that only the receiver may rely on the approval, and so were the fee affidavits: $53,687.00 in receiver's fees plus $4,396.10 in disbursements for June 15 to August 31, and $13,644.00 plus $217.83 for Garfinkle Biderman from July 24 to September 15, both before HST, per the First Report of the Receiver, Sept. 15, 2026, paras. 46–47 and the Endorsement of Justice J. Dietrich, Sept. 22, 2026, paras. 12–13.

The receiver had asked for more. Its notice of motion sought a discharge effective on filing a certificate that the remaining matters were done — the distribution to TD, outstanding HST and other tax filings, and its final s. 246(3) report — together with a release, and a $40,000-plus-HST reserve for the fees to get there, which it would not have to pass accounts on, per the Notice of Motion, Sept. 22, 2026 return, paras. 2(e)–(h); First Report of the Receiver, Sept. 15, 2026, paras. 42–43, 49. Justice Dietrich said no to the discharge "at this time." The remaining work includes closing the sale and making the distribution, and although she recognized the request was "based on efficiency," she wrote that "the remaining activities are substantial and should be completed prior to a Court order for discharge being granted." With the discharge went the fee reserve, whose approval she called premature, per the Endorsement of Justice J. Dietrich, Sept. 22, 2026, paras. 10, 13.