Langenburg Motors: a failed succession, TD's CCAA and no binding bid

Warren Schappert was 23 in February 1982 when he took the General Motors franchise in Langenburg, Saskatchewan, through Paragon Sales Ltd. He and a partner had $5,000 each, borrowed $50,000 at 18% to meet GM's working-capital requirement, and opened with a staff of four, themselves included, in a two-bay gas station. His family had come to town in 1967, when his father joined his uncle in the local Ford dealership, and in 2014, with Ford pressing his father to upgrade the facility, Warren and Karen Schappert bought that business too. The two stores employed approximately 35 people when he made his affidavit in February, and he is "very proud of the fact that Langenburg is the smallest community in Saskatchewan with 2 Franchised stores," per the Affidavit of Warren Schappert, Feb. 18, 2026, paras. 10–16.

TD's affidavit, which says the bank sought its initial order "on behalf of the Companies," puts what followed in one sentence: the companies "find themselves in insolvent circumstances in the wake of a failed business arrangement that would have allowed the Companies' principals, Warren and Karen Schappert, to exit the business," per the Affidavit of Amanda Bezner, Feb. 18, 2026, paras. 4–5. On February 20, 2026, on TD's application, Justice R.S. Smith of the Court of King's Bench for Saskatchewan granted an initial order under the CCAA in file KBG-SA-00189-2026 for Paragon, Langenburg Motors (1967) Ltd. and the holding company 616001 Saskatchewan Ltd., and appointed GlassRatner Restructuring Inc. as monitor with enhanced powers, per the Initial Order, Feb. 20, 2026, paras. 3, 24, 26.

Five months on, the stores are still selling cars and still unsold. A court-approved sale process reached approximately 80 potential bidders and drew three letters of intent, none of which became a binding bid by the June 16 deadline. On July 20 Justice C.D. Clackson extended the stay to December 4 while the monitor negotiates with the proponent of the one it calls the "Superior LOI," per the Fourth Report of the Monitor, July 16, 2026, paras. 16, 24–26 and the Amending Order, July 20, 2026, para. 3.

The general manager who was to buy the Ford store

What follows is the account in Mr. Schappert's affidavit. Neither the would-be buyer nor the companies the Affidavit of Warren Schappert, Feb. 18, 2026, para. 2 says he controlled is a party to the CCAA; counsel for them appears on the Service List, July 16, 2026, but no filing by them is in the record read for this piece. TD's affidavit says the particulars of the companies' August 2025 lawsuit against them are those Mr. Schappert describes, and its affiant was told the action remained ongoing in February, per the Affidavit of Amanda Bezner, Feb. 18, 2026, paras. 22, 26.

In early 2024, the affidavit says, an adviser the Schapperts retained to sell both dealerships identified a potential purchaser from the Saskatoon area. According to the affidavit, the buyer represented that he could meet Ford's requirements for an assignment of the franchise, a representation it says was untrue. In April 2024, by its account, he and the Schapperts signed a memorandum of understanding meant "to give [him] an opportunity to prove to Ford that Langenburg Motors is a viable Ford dealership and his value to be awarded the franchise," and then an asset purchase agreement with Langenburg Motors and a numbered company he directed. He would become general manager of Langenburg Motors as of April 30, 2024; his company would put in $400,000 of working capital against the Schapperts' $200,000; and once Ford transferred the franchise to it, a condition of the agreement, the company would buy the dealership's assets, including $500,000 for goodwill, per the Affidavit of Warren Schappert, Feb. 18, 2026, paras. 2, 20–25.

Over the summer of 2024, the affidavit says, the new general manager reported that Langenburg Motors was "doing exceptionally well under his stewardship." "This was untrue," it continues: he "misrepresented the performance of Langenburg Motors to the Schapperts." On the strength of those misrepresentations, Mr. Schappert says, the two sides discussed a further, non-binding memorandum in November 2024 under which the buyer would become Paragon's general manager too and buy it, with $3,000,000 for goodwill, once GM assigned him the franchise. And it was "[b]ased on [his] representations," the affidavit says, that the three companies took an automotive lending agreement from TD that month to finance more inventory: $15,000,000, increased to $18,000,000 in April 2025, per the Affidavit of Warren Schappert, Feb. 18, 2026, paras. 26–28.

During his time as general manager, the affidavit says, he arranged for vehicles of both dealerships to be moved to dealerships around Saskatchewan that it says he controlled, to be sold there, contrary to the Ford and GM dealer agreements, and he "refused, failed or neglected to prepare franchise applications" that a sale to him required. In July 2025, by Mr. Schappert's account, a TD audit found that a significant number of vehicles covered by the TD loan had been sold without the amounts owing on them being paid to the bank. When Mr. Schappert confronted him, the affidavit says, the general manager made accusations of his own against the Schapperts and threatened litigation against them and Ford, all of which it calls unfounded. The affidavit says the agreement was terminated on July 23, 2025, for breaches including his refusal to pursue the franchise assignment, and that he was terminated as general manager. At that point, it says, vehicles listed in one of its exhibits were in his possession or that of corporations he controlled, and a demand for their return went unanswered. The affidavit then lists eighteen liabilities and other impacts it says came to light after the Schapperts regained control, among them unpaid PST, GST and source deductions, unpaid customer warranties and unpaid equipment leases, per the Affidavit of Warren Schappert, Feb. 18, 2026, paras. 2, 32–35, 37–38, 43.

The bank's side of the same months

TD's floor plan, its affiant Amanda Bezner swears, required the companies to repay TD for all advances on a vehicle within seven business days after that vehicle's sale. By TD's account, Paragon and Langenburg Motors sued the general manager, a second individual and corporations under their control on August 5, 2025, in a separate action, KBG-RG-01744-2025; three days later Justice Davis dismissed by fiat their application there to recover vehicles by replevin, but required the defendants to pay any proceeds from sales of the disputed vehicles into court. A further TD audit on August 20, the affidavit says, confirmed that those vehicles and a number of others, which it calls the Missing Inventory, were not at the dealerships, per the Affidavit of Amanda Bezner, Feb. 18, 2026, paras. 1, 11, 22–25.

TD demanded repayment on September 8, 2025, with a notice of intention to enforce security, and the companies consented to early enforcement. Later that month the bank applied against the same defendants under The Personal Property Security Act, 1993 to locate and seize the vehicles, and Justice Smith granted the relief it sought on November 6. TD recovered two vehicles; the defendants, its affiant swears, "claimed they had already sold the remaining Missing Inventory," per the Affidavit of Amanda Bezner, Feb. 18, 2026, paras. 28–32.

In or about September 2025, the affidavit says, TD learned that the companies were in discussions with a new potential purchaser, Tenroc, whose principal had been retained as the dealerships' general manager, in part to conduct due diligence "with a view to making an offer to purchase" their assets. A forbearance agreement of November 6 gave the companies until November 14 to deliver an asset purchase agreement acceptable to TD; three were delivered on November 13, TD "had concerns," and as of February 18 the renegotiation had not advanced. After a January 2026 event of default, a February 4 amendment committed the companies and Mr. Schappert to cooperate with TD in commencing CCAA proceedings, per the Affidavit of Amanda Bezner, Feb. 18, 2026, paras. 34, 41–47.