Future Health Technologies: the stalking horse waits on who owns the code

A chronically ill patient in rural Ontario takes a blood pressure reading or a glucose test at home, and the device sends it through a cellular gateway to an online portal, where community paramedics sort the patients with urgent needs from the ones who are stable, per the Second Report of the Receiver, July 3, 2026, paras. 2, 7, 29. About 1,500 patients in forty municipalities rely on the program, according to Justice Kimmel's reasons appointing that receiver last year, Endorsement of Kimmel J., 2025 ONSC 5206, Sept. 11, 2025, para. 5. The portal, the Remote Patient Monitoring Service, is owned, managed and supported by Future Health Technologies Inc. for a related company that runs the program, in the receiver's account, Second Report of the Receiver, July 3, 2026, para. 8. 2804476 Ontario Inc., or 280, FHT's service provider and one of its creditors, says part of the platform is its own. That part, its chief executive, Jason Goldberg, deposes, "is the 'guts' of the RPMS," per the Affidavit of Jason Goldberg, July 8, 2026, paras. 2–3, 29.

On July 14, 2026, MNP Ltd., FHT's receiver since September 2025, asked Justice J. Dietrich of the Ontario Superior Court of Justice (Commercial List) to approve a sale process anchored by a stalking horse bid from 1001642099 Ontario Inc., with a $50,000 break fee. The bidder is related to FHT's secured creditors and the agreement is structured as a credit bid, as the judge summarized it. 280 opposed. By the end of the hearing the receiver had put off the sale process and said it would seek a declaration on 280's ownership rights, per the Endorsement of Justice J. Dietrich, July 14, 2026, paras. 1, 3, 7, 12.

A receiver over a dispute

The receivership applicants are five local non-profit community futures organizations. They own all the shares of Future Health Services Inc., which runs the Community Paramedicine Remote Patient Monitoring Program and owns all of FHT's shares, and each has a representative on the FHT and FHS boards; the program is free to patients and funded by municipalities, which are funded in turn by the Ministry of Health, per the Endorsement of Kimmel J., Sept. 11, 2025, paras. 4–5. They and a sixth secured lender, Verge Breakthrough Fund Unit Trust, which Justice Kimmel found is not an affiliate, advanced approximately $1.6 million to establish the platform, per the Second Report of the Receiver, July 3, 2026, para. 6 and the Endorsement of Kimmel J., Sept. 11, 2025, para. 62.

Until 2021 the program ran on a platform owned by Ideal Life Inc. When Ideal Life said it would no longer support the program after a U.S. company bought a majority interest in 2020, FHT engaged 280 under a consulting agreement dated January 1, 2021; 280 had been incorporated on January 7, 2021 by Mr. Goldberg, who co-founded Ideal Life and held officer positions there until the acquisition, per the Second Report of the Receiver, July 3, 2026, paras. 3–5. By Mr. Goldberg's account, 280 terminated that agreement on April 29, 2025 over unpaid invoices totalling more than $1.1 million, and each side then applied in Kitchener for a declaration of ownership of the platform's intellectual property, per the Affidavit of Jason Goldberg, July 8, 2026, para. 24. When 280 gave notice on June 25, 2025 that it would stop providing its services on June 30, the community futures lenders applied for a receiver, per the Endorsement of Kimmel J., Sept. 11, 2025, para. 9.

280 fought the application through two adjournments. Its case, as Justice Kimmel set it out, was that the application was in furtherance of a scheme "to seize control of the RPMS platform IP (including 280 Ontario's own intellectual property) through the Receiver." She called those "contentions and assertions" that the record did not support, made no findings on them, and appointed MNP on September 11, 2025, per the Endorsement of Kimmel J., Sept. 11, 2025, paras. 13–14, 65, 79. Her reasons also record two limits that 280's affidavit this month cites. The applicants had made it clear that the receiver "will not be able to share or sell the disputed IP without further court order or agreement." And the order let the receiver take possession only of property FHT owns: "insofar as ownership is in dispute, without some further order or direction of the court, the Receiver will not be able to take possession of disputed IP," per the Endorsement of Kimmel J., Sept. 11, 2025, paras. 32, 78 and the Affidavit of Jason Goldberg, July 8, 2026, para. 26.

Under the receivership, 280 was to keep providing services on the terms set in July 2025, $9,100 plus HST a week for a defined list of services, per the Endorsement of Kimmel J., Sept. 11, 2025, paras. 35, 37, 52–53. The receiver has paid it weekly, borrowed $60,000 on a receiver's certificate for its counsel's retainer and operating costs, "principally 280 ONT weekly fees," and in March 2026 moved for advice and directions over 280's compliance before adjourning the motion sine die. A sale, it says, would likely make that motion unnecessary, because closing would end the arrangement and replace 280's services, per the Second Report of the Receiver, July 3, 2026, paras. 18–21, 27.

The receiver says the matter became more urgent on June 8, 2026, when Prehos Inc., an integration partner it also calls an indirect competitor, announced it was ending its Ontario operations and filed a notice of intention to make a proposal. The receiver called that "a significant and time-sensitive opportunity," per the Second Report of the Receiver, July 3, 2026, paras. 55–56.

What the receiver says FHT can sell

The Second Report, signed for MNP by Matthew Lem, calls FHT's intellectual property rights "the principal assets which the Receiver is seeking to market and sell." Under section 15 of the consulting agreement, intellectual property previously owned or licensed to FHT and anything developed under the agreement are FHT's, with 280 keeping a non-exclusive licence; section 16 adds that 280 "owns separate intellectual property and will retain its own intellectual property identified as Consultant Intellectual Property." In the receiver's view the agreement "suffers from certain undefined or ill-defined terms and imperfect drafting," and there is "no record of 280 ONT ever identifying to FHT what Consultant Intellectual Property it owned," per the Second Report of the Receiver, July 3, 2026, paras. 28, 30, 32, 34.

280 says its Consultant Intellectual Property includes the communications server, the Service Connect platform, CareTeam Connect and its admin portal, a traffic portal and database structure scripts; FHT says Ideal Life developed those for FHS. The receiver noted that 280 was not incorporated until after the agreement's effective date, and found the information "insufficient to demonstrate" that those items were separate from what was developed for FHT. FHT has a reasonable basis to claim the developed IP, the receiver concluded, though the main uncertainty is how that category is characterized, narrowly as 280 describes it or broadly as FHT does. In its opinion the question need not be settled before a sale: "the intellectual property rights of FHT do not have to be determined with finality in order for them to be offered for sale." FHT's rights, "if any," would be sold as is, where is, and anyone, 280 included, could bid, without prejudice to 280's licence for use outside Canada, per the Second Report of the Receiver, July 3, 2026, paras. 38–42, 52(d).