Gilmour's: a receivership deferred so as not to 'spook' a buyer

The butcher shop at 5062 Highway 38 in Harrowsmith, in the Township of South Frontenac, is run by Gilmour's On 38 Inc. from land and buildings owned by a related company, Gilmour Real Estate Corporation, whose tenants at the start of the receivership in September also included several arm's-length businesses. Gilmour Real Estate took title on April 23, 2021, at a transfer price of $2,702,000, and the same day registered a $2,245,000 charge over the parcel in favour of The Toronto-Dominion Bank. A sister company, Gilmour's By The Bay Inc., ran a second butcher shop in Belleville, per the Affidavit of Dennis Zamanis, Dec. 29, 2025, paras. 3–4, 9, 15(m) and Ex. "G" and the Receiver's Notice and Statement, Sept. 18, 2026, para. 3. Behind them stood three holding companies, "family corporations which are guarantors," in the words of the judge who would appoint a receiver over all six, per the Amended Endorsement, Aug. 20, 2026, para. 2.

TD applied in December 2025, under s. 243(1) of the Bankruptcy and Insolvency Act and s. 101 of the Courts of Justice Act, to have Albert Gelman Inc. appointed receiver of the six companies, in the Superior Court of Justice, Commercial List – East Region, at Ottawa, Court File No. CV-25-00102436-0000, per the Notice of Application, Dec. 22, 2025, pp. 6, 11. When Regional Senior Justice C. MacLeod granted it on August 20, 2026, the application had been "before the court on four occasions so far," the respondents had consented, and a buyer for the Harrowsmith property was again in view, per the Amended Endorsement, Aug. 20, 2026, paras. 1, 3. His order takes effect only when the bank files a certificate that an "Appointment Event" has occurred: no firm deal for the property by September 3, or no payment in full, with proof the companies' CRA accounts are current, by October 21, per the Receivership Order, Aug. 20, 2026, paras. 2–3. The bank filed one on September 8, per the Appointment Certificate, Sept. 8, 2026.

A forbearance built around one sale

The bank's case is sworn by Dennis Zamanis, a TD account manager, in four affidavits. The companies defaulted, he says, by missing payments, failing to provide reporting, and falling behind with the Canada Revenue Agency and on realty taxes; TD sent demands and notices of intention to enforce security under s. 244(1) of the BIA on June 17, 2024, per the Zamanis Affidavit, Dec. 29, 2025, paras. 10, 29. Gilmour Real Estate "first went into arrears on payments in June 2023," a later affidavit adds, and after the demands "there were months when insufficient funds were available for the Bank to process payments due," per the Second Supplemental Zamanis Affidavit, Apr. 23, 2026, para. 4.

Gilmour Real Estate also owned 644-652 Dundas Street East in Belleville, mortgaged to TD, and sold it in January 2025. For the discharge it paid the bank $1,469,484.45 plus $13,783.68 in costs, and it paid the township $116,150.40 toward its tax arrears on the Harrowsmith property, per the Zamanis Affidavit, Dec. 29, 2025, para. 30 and Ex. "GG", recital H.

A forbearance agreement dated May 20, 2025, gave the three borrowing companies until June 30 to pay TD in full, with the three holding companies, two individuals and an estate as guarantors. Its covenants were written around the Harrowsmith sale: Gilmour Real Estate was to send the bank any offer on the property within 24 hours, direct its realtors to report to the bank, close by the termination date and direct the purchaser to pay the net proceeds to TD up to the full indebtedness. The borrowers also consented to a receiver's appointment, and with the guarantors to judgment and possession of the property, both consents held in escrow by the bank's lawyers, Harrison Pensa LLP, "and used on an Event of Default, or following the Termination Date," per the Zamanis Affidavit, Dec. 29, 2025, para. 32 and Ex. "GG", ss. 2(e), 4, 10(f)–(h), 15.

June 30 passed without a sale. An addendum dated July 28 extended the forbearance to October 31. Its recitals record an agreement of purchase and sale dated June 24, 2025, closing October 14 and subject to conditions "that have not yet been fulfilled," and that the borrowers "confirmed that the Indebtedness owing to the Bank and all Priority Claims will be paid in full upon closing of the APS," per the Zamanis Affidavit, Dec. 29, 2025, para. 33 and Ex. "HH", recitals B–F. In between, on June 27, the Minister of National Revenue registered a lien on the Harrowsmith property for Gilmour Real Estate's HST debt, "totalling $198,699.96," per the Second Supplemental Zamanis Affidavit, Apr. 23, 2026, para. 3 and Ex. "A".

"October 31 is fast approaching," the bank's counsel wrote on October 10. On October 20 the companies called the bank's counsel to say that "the proposed sale of the Real Property had fallen through and that the property would be relisted." By December 10 Gilmour Real Estate owed $1,800,933.31 on its term facility, Gilmour's On 38 $125,114.54 on a $125,000 operating line and Gilmour's By The Bay $70,517.65 on a $75,000 line, per the Zamanis Affidavit, Dec. 29, 2025, paras. 13–20, 36–37 and Ex. "II".

Two agreements that did not go firm

The application was first returnable January 20, 2026. At the companies' request it was adjourned on consent to February 10 and then to February 23, "to allow the Debtors time to finalize a sale of the Real Property." The companies had engaged MNP Ltd. as advisers in their dealings with the bank, and MNP delivered the next two agreements. The first, dated February 5, set an April 30 closing and was conditional on financing, inspection and due diligence, with the purchaser's right to Phase I and Phase II environmental site assessments. On March 18 MNP reported that the purchaser "declined to waive certain conditions and did not proceed with closing the subject transaction." The same day it sent a second agreement, dated March 16, closing May 27, with the purchaser's review of utility costs and building reports among its conditions. On March 25 MNP advised that the purchaser under that agreement had also declined to waive certain conditions and did not proceed with closing, per the Supplemental Zamanis Affidavit, Apr. 1, 2026, paras. 3–8. The affidavit does not say which conditions.

On March 26 MNP told the bank that the Belleville store "was closed due to a fire in the plaza the store operates from and the Gilmour BTB does intend to reopen." The bank's affiant adds that Gilmour's By The Bay was not depositing funds to its TD accounts in the normal course, and puts the debt at March 31 at $2,026,553.01, plus $39,878.43 in legal fees, per the Supplemental Zamanis Affidavit, Apr. 1, 2026, paras. 10–11.

The bank's reply, sworn April 23, answers an affidavit sworn April 17, 2026 by one of the individual guarantors, which is not in the record read for this piece. The reply says the forbearance was in default "due to continuing arrears owing to Canada Revenue Agency ('CRA') on account of HST," and that "In the face of Gilmour REC's lack of cash, the Bank was agreeable to accommodating Gilmour REC to allow it time to sell the Real Property." Realty taxes owing on the Harrowsmith property stood at $34,028.97 on April 22. The 2024 statements the bank attached show Gilmour's On 38's 2024 sales at $994,921, down from $1,382,709 in 2023, with a 2024 net loss of $90,850, and Gilmour's By The Bay's at $606,675, down from $771,569, with 2024 net income of $3,499, per the Second Supplemental Zamanis Affidavit, Apr. 23, 2026, paras. 2–3, 5–7 and Exs. "B", "C".