Islington Avenue: the higher bidders are asked to pay the difference

The five lots at 2849 to 2857 Islington Avenue were 0.844 acres of vacant Toronto land, site plan approved for "a 111 unit, 75,000 square foot, 6-storey condominium tower known as the 'Step Condos'," per the Affidavit of Curtis Jackson, June 26, 2023, paras. 7, 18 that Cameron Stephens Mortgage Capital Ltd. filed to put them into receivership. Simion Kronenfeld, a director of 1001079582 Ontario Inc. (100 Inc.), says he was "instrumental in the assembly of the five properties" and developed them over a number of years, per the Affidavit of Simion Kronenfeld, July 17, 2026, para. 1. In December 2024 his company tried to buy them back. Its third offer was far enough above the price the receiver had agreed with another buyer that the court reopened the sale. On December 30, 2025, the lots went to that buyer at its original price, $2,625,000, per the Receiver's Sixth Report, June 8, 2026, p. 1, para. 4; p. 6, para. 25. The receiver now asks the court to make 100 Inc., and the runner-up bidder, pay the difference.

Justice Conway appointed RSM Canada Limited receiver of the Islington lots, and of a townhouse site at 311 Conacher Drive in Kingston, on December 6, 2023, effective December 22, on the application of Cameron Stephens, first mortgagee on both; TDB Restructuring Limited was substituted on March 1, 2024, per the Sixth Report, p. 1, paras. 1–2; p. 3, para. 9; p. 14, para. 42. The lender's affidavit says the borrower defaulted on August 1, 2022, and owed $13,209,845.97 by June 15, 2023, per the Jackson Affidavit, paras. 14, 16.

The sheer size of the third offer

A first sale of the Toronto lots, to Lakeshore Luxe Design and Build Group Inc., was approved on July 24, 2024 and never closed; the receiver terminated it on August 27, forfeiting the deposit, per the Notice of Motion, Nov. 25, 2024, paras. (u)–(x). On October 7, 2024, after a second round of marketing, the receiver signed with Arjun Anand, in trust for a company to be formed, who waived his conditions, leaving court approval as the only contingency, per the Court of Appeal reasons, 2025 ONCA 732, paras. 7–8. The price, sealed until closing, was $2,625,000, per the Sixth Report, p. 6, para. 25 and the Endorsement of Justice Steele, Dec. 12, 2025, para. 7.

On December 3, the day before the approval hearing, 100 Inc. made two offers, for $3 million and $3.3 million by Mr. Kronenfeld's account, and paid $300,000 to the receiver's real estate counsel, Garfinkle Biderman LLP, per the Kronenfeld Affidavit, paras. 35–36 and the Sixth Report, p. 6, paras. 27–29. Justice W.D. Black adjourned to December 10. On December 6 came a third offer, 37% above the subject price; Mr. Kronenfeld puts it at $3.6 million, per the Endorsement of Justice Black, Dec. 10, 2024, paras. 2–3, 8 and the Kronenfeld Affidavit, para. 42. The Court of Appeal would describe 100 Inc. as a wholly owned subsidiary of AJGL Group Inc., which it called the owner of the Toronto property; the receiver says it understands 100 Inc. to be related to 5004591 Ontario Inc., the previous registered owner, per 2025 ONCA 732, paras. 5, 10 and the Sixth Report, p. 6, para. 27.

On December 10 the receiver still recommended the Anand agreement, but allowed that if 37% was "substantially higher," the bidders could be asked for their best offers. AJGL argued that its offer was akin to a redemption. Justice Black disagreed: "A redemption of the mortgage financing here would require payment of roughly four times the amount of the Third Offer." AJGL said it had bid late because it expected the Kingston site to sell first, for enough to spare the Toronto lots, a business judgment it says proved incorrect; the judge found the excuse "largely irrelevant." "What is relevant, and the consideration that concerns and compels me, is the sheer size of the Third Offer," he wrote. He called the conduct of the receiver and those involved in the process "unassailable," and held that "it is not appropriate or in the interests of a majority of stakeholders to leave that much money 'on the table,'" per the Endorsement of Justice Black, Dec. 10, 2024, paras. 10, 15, 20–24, 27, 33–34.

The order, made December 10 and issued on March 6, 2025, dismissed the approval motion and gave everyone who had offered by December 10 until 5:00 p.m. on December 16 to make a final offer. The receiver would then choose, "in its discretion," which to recommend. If Mr. Anand lost, AJGL was to reimburse his reasonable legal costs, per the Order (Sales Process), Dec. 10, 2024, paras. 1–9.

100 Inc.'s final offer came on December 16 under a letter from its counsel, Paul F. Rooney: $3,801,000, with the deposit "correspondingly" increased to $380,100. Garfinkle Biderman already held a $300,000 bank draft, he wrote, and "[t]he additional $80,100 of deposit will be provided within 24 hours of acceptance of the Agreement by the Receiver." The offer "is open for acceptance by the Receiver until such date as the Court determines whether or not it should be accepted (and if accepted, then until the date the Receiver obtains court approval for the Agreement)," per the Sixth Report, App. "M" (Rooney letter, Dec. 16, 2024). 1604706 Ontario Inc. (160 Inc.) bid $3,688,000 the same day, per the Affidavit of Andy Bakhtiari, July 20, 2026, paras. 2–4.

One hour and six minutes

At 3:54 p.m. on December 16, Mr. Anand appealed, and the auction was automatically stayed with, according to the receiver, 1 hour and 6 minutes left to run. Writing for the Court of Appeal on October 27, 2025, Coroza J.A. held that an order about "the method of the sale" carried no appeal as of right under s. 193(c) of the Bankruptcy and Insolvency Act, but granted leave under s. 193(e) on the question "whether the magnitude of a late offer, alone, can warrant re-opening the auction process," before dismissing the appeal. The court found no support for reading Soundair as imposing a "mandatory two-step test," requiring a compromised process as well as a significantly higher price, and agreed with the receiver that such a rule "would unduly restrict the court to address fast-moving commercial realities." At the receiver's request it gave bidders 48 more hours, from the receiver's notice of the decision, per 2025 ONCA 732, paras. 19, 24–27, 37–38, 52–53.

The letter of October 24

Three days before the decision, on October 24, 2025, Mr. Rooney wrote that 100 Inc.'s offer "is no longer open for acceptance by the Receiver, and is now of no effect." The $300,000 had been delivered "voluntarily (it was not yet required by any term in the offer) and conditionally," he wrote, and "must now be returned to my client right away, without deduction," per the Sixth Report, App. "P" (Rooney letter, Oct. 24, 2025). The receiver's counsel, Paliare Roland Rosenberg Rothstein LLP, answered on October 27 that 100 Inc. was "not entitled to withdraw the Offer." It pointed to "the understanding that all offers were irrevocable until the end of the sales process" and to Mr. Rooney's own December 2024 letter, whose language, "in the context of a Court-supervised sales process ... clearly establishes the Offer as irrevocable pending final court approval." The receiver would not authorize return of the $300,000, per the Sixth Report, App. "Q" (Paliare Roland letter, Oct. 27, 2025).