Maritime Truss: a private receiver needs a court to sell the land

On Polymer Road in Truro, Nova Scotia, two parcels of business-industrial land carry the buildings of Maritime Truss Limited: a main office and floor bay of 15,290 square feet at 54 Glenwood Drive, a 2,400-square-foot maintenance building, a 15,000-square-foot plant at 23-25 Polymer Road and a 4,800-square-foot bay building, on 141,630 square feet of site, wood-framed and metal-sided, with no sprinklers, per the draft sale package appended to the First Report of Deloitte Restructuring Inc. as Proposed Receiver and Manager, Sept. 2, 2026, App. E, App. C, Parcel #1. The teaser Deloitte Restructuring Inc. drafted for buyers describes the company as a manufacturer of building trusses headquartered in Truro, "serving residential and commercial customers across Atlantic Canada," and adds a sentence of its own: "The Company ceased operations on July 16, 2026," per the First Report, Sept. 2, 2026, App. D.

That was the day of Royal Bank of Canada's letter. Its Special Loans and Advisory Services group, writing from Moncton, told Deloitte that the company owed the bank approximately $3,835,000, that "Events of default have occurred and the Security (being in full force and effect) has now become enforceable," and appointed Deloitte receiver and manager under that security, per the private appointment letter at First Report, Sept. 2, 2026, App. A. Deloitte had been inside the file since October 3, 2025, retained by the bank as its financial consultant to review the company's operations and finances, per the First Report, Sept. 2, 2026, paras. 3–4. On September 15, 2026, Associate Chief Justice Darlene A. Jamieson of the Supreme Court of Nova Scotia in Bankruptcy and Insolvency, sitting in Chambers at Halifax on Hfx No. 556785, converted the private receivership into a court appointment and, the same day, approved the process that will sell the plant, per the Receivership Order, Sept. 15, 2026, p. 1 and the SISP Approval Order, Sept. 15, 2026, paras. 1–2.

Why the bank went to court

The report Deloitte filed on September 2 as proposed receiver gives four reasons for converting a private enforcement into a court one, and the second is the one the sale turns on: "MTL's assets include real property, which a Private Receiver would be unable to convey to a purchaser." The others are the transparency of a court officer's administration, the prospect of a vesting order that gives purchasers greater certainty, and authority, not a direction, for the receiver to assign the company into bankruptcy, which the report says would realign creditor priorities and give a trustee investigative powers "if required," per the First Report, Sept. 2, 2026, para. 17.

The bank's security, as its July 16 letter lists it, was built in layers over three years: a general security agreement of July 28, 2023; three personal guarantees from individuals of the same date, each limited to $500,000 in principal; a chattel mortgage of February 13, 2024 over two Hangcha forklifts, a 2024 International tractor and a 2023 Ford Super Duty F-750; postponements and assignments of claims by the guarantors, including postponements by one guarantor in respect of 510 Class V preferred shares and by a family trust in respect of 2,550,000 Class A preferred shares; and two collateral mortgages over the Polymer Road and Glenwood Drive parcels, one of December 18, 2024 for $1,350,000 and one of November 6, 2025 for $5,000,000, per the First Report, Sept. 2, 2026, App. A, items 1–12. The three guarantors are named with the company as defendants in the bank's proceeding, per the Receivership Order, Sept. 15, 2026, p. 1. McInnes Cooper, engaged as the receiver's counsel, is to give an independent opinion on the validity and enforceability of the bank's security, which the receiver will file with the court in a later report, per the First Report, Sept. 2, 2026, para. 6.

The account of the business and of the events that led the bank to engage Deloitte, and then to enforce, is in an affidavit sworn for the bank on August 27, 2026 and filed separately by its counsel. The receiver's report does not repeat it; it says it has reviewed the affidavit and is satisfied it gives "a fair and accurate summary of those matters," per the First Report, Sept. 2, 2026, paras. 9–10.

Who is owed

The statutory notice Deloitte sent creditors on July 23 lists $5,783,396.27 in claims, prepared without audit. Three secured creditors account for $3,888,230.20: Royal Bank of Canada at $3,835,000.00, the Canada Revenue Agency at $38,877.22 and the Town of Truro at $14,352.98. Unsecured creditors hold $1,895,166.07. The largest unsecured claim, $757,215.84, is listed in an individual's name; the next is the Atlantic Canada Opportunities Agency's, at $430,011.55, followed by Atlas Structural Systems at $365,905.81, MiTek Canada, Inc. at $109,046.01 and AEL Millwright Services at $103,054.94. The rest of the list runs down through fuel, power, office supplies and the Truro Water Utility, at $149.86, per the Notice and Statement of the Receiver, July 23, 2026, App. A. The notice told creditors that no proof of claim needed to be filed "at this juncture," and set out the plan as the receiver understood it one week in: an application to the court to appoint Deloitte, after which the receiver "will realize upon the Company's assets for the benefit of creditors," per the Notice and Statement of the Receiver, July 23, 2026, para. 2(f).

Six weeks under the bank's letter

Deloitte's list of what it did as private receiver begins with taking possession of the assets and includes terminating every employee of the company effective July 16, 2026, then coordinating the final payroll and the records of employment needed for claims under the Wage Earner Protection Program Act, while keeping some staff on to help administer the estate. It signified the trade receivables, spoke with customers about finished inventory and open orders, spoke with Castle Building Centres Group Ltd., the buying network the company belonged to, and had Castle Appraisals appraise the equipment and rolling stock, per the First Report, Sept. 2, 2026, para. 13.

The interim statement of receipts and disbursements for July 16 to August 26, 2026 shows $377,735.03 in, including $167,590.03 in receivables collected, $141,463.83 from selling finished goods and $45,610.10 found in the company's bank account, and $103,770.41 out, of which $71,381.58 was the private receiver's own fees and disbursements. The balance, $273,964.62, is held in trust, per the First Report, Sept. 2, 2026, paras. 14–16 and App. C.

The order

The receivership order rests on both s. 243(1) of the BIA and the court's equitable jurisdiction under s. 43(9) of the Judicature Act, and appoints Deloitte without security over all of the company's assets, undertakings and property. Proceedings against the company and its property are stayed until further order, per the Receivership Order, Sept. 15, 2026, paras. 2, 8–9. The receiver may sell outside the ordinary course without the court's approval in any transaction up to $100,000, to an aggregate of $250,000, with no notice required under s. 60 of the Personal Property Security Act; anything above needs approval. Paragraph 3(u) carries the authority the report asked for, to assign the company into bankruptcy, with Deloitte authorized to act as trustee, per the Receivership Order, Sept. 15, 2026, paras. 3(m), 3(u), 31.

The order creates three charges, ranked in sequence. An administration charge of up to $200,000 secures the fees of the receiver and its counsel as a first charge on the property; a receiver's indemnity charge, uncapped, ranks second; and a receiver's borrowings charge secures up to $350,000 in borrowing, evidenced by receiver's certificates, behind both. Each is subject to ss. 14.06(7), 81.4(4) and 81.6(2) of the BIA. The bank's costs of the application come out of its own security or, failing that, from the estate on a substantial indemnity basis, per the Receivership Order, Sept. 15, 2026, paras. 20, 23–24, 26, 28, 34. For the employees, terminated in July, paragraph 16 provides that the receiver takes on no employee liabilities beyond what it agrees in writing to pay and its obligations under ss. 81.4(5) and 81.6(3) of the BIA and the Wage Earner Protection Program Act, per the Receivership Order, Sept. 15, 2026, para. 16.

Sixty days to a bid

The sale process order is two pages. It approves the process "described in the Pre-Filing Report," authorizes the receiver to carry it out substantially in that form, requires court approval before any resulting transaction closes, and shields the receiver from liability for running it save gross negligence or wilful misconduct, per the SISP Approval Order, Sept. 15, 2026, paras. 1–4.

The process itself is in Deloitte's report. The teaser and a non-disclosure agreement go to a list of interested parties the receiver has already assembled within a business day of the order, and within four business days a notice runs in The Chronicle Herald's provincial edition, Insolvency Insider and All Atlantic. Due diligence runs 45 days in a virtual data room with site visits. The report sets the bid deadline at about day 60, selection of a successful bid by day 65 and closing on or before day 89, and says the receiver may extend in consultation with stakeholders, per the First Report, Sept. 2, 2026, paras. 23–25.

The draft sale package fixes the date: sealed offers by 12:00 p.m. on November 16, 2026, each with a deposit of 15% of the offered price by bank draft, certified cheque or wire, payable to the receiver in trust. The assets are sold "as is, where is" without recourse, the receiver need not accept the highest or any offer and may accept one before the deadline, and closing falls ten business days after a sale approval and vesting order, per the First Report, Sept. 2, 2026, App. E, Terms and Conditions of Sale, ss. 1, 3–4, 13–14, 18. Bidders may offer for the whole or by parcel, and must allocate any price across the parcels: the two properties separately or together; thirteen lots of vehicles and equipment, from a 2022 Dodge 3500 to two Western Star trucks with booms and a plow and salt spreader; the truss manufacturing line broken out into compressors, a dust collector, floor tables, lasers, rollers, roof truss tables and saws; miscellaneous equipment; inventory; and a last parcel of stock trusses of varying structure and size, per the First Report, Sept. 2, 2026, App. E, Offer to Purchase and App. C, Parcel #6.