National Traffic Safety: the sale to Ramudden is approved

On November 2, on the motion of TDB Restructuring Limited, proposal trustee of National Traffic Safety Management Inc., Justice Koehnen approved the sale of the company's business to Ramudden Global (Canada) Inc. under an asset purchase agreement dated October 21, 2026. The Approval and Vesting Order authorizes the agreement's execution by the company or, "if necessary," by the trustee "for and on behalf of and in the name of the Debtor," and declares that the order itself "shall constitute the only authorization required by the Debtor and the Proposal Trustee to proceed with the Transaction and that no shareholder, director or other approvals shall be required in connection therewith," per the Approval and Vesting Order, Nov. 2, 2026, paras. 2–3. Under paragraph 12 the trustee is "authorized and empowered, but not required," to sign the agreement, and the further documents needed to complete the sale, in the company's name, "without requiring any further authorization, approval or consent of the Debtor's directors, officers or shareholders," per the Approval and Vesting Order, Nov. 2, 2026, para. 12.

The company sells traffic management services, including keeping construction and infrastructure workers safe at job sites, and employs about 67 people. It has been in its second notice of intention proceeding since April 24, 2026, and its own factum calls A2 Environmental Group Inc. the company of its sole officer and director, in office since April 13, per the Factum of NTSM, Nov. 1, 2026, Part II, paras. 1–2, 10, 13. A2 and Ramudden were the two offerors when the trustee called for offers in October, and the trustee determined that Ramudden's offer "represented the most favourable outcome for the Company's creditors and other stakeholders," per the Factum of the Proposal Trustee, Nov. 1, 2026, paras. 21, 24. When the case was last reported here, on November 1, the hearing had not been held.

The power to sign for the company

The trustee's factum gives its reason for asking: the agreement and the other transaction documents had to be signed, and the trustee was not aware whether the director would cause the company to co-operate. It relied on the Court of Appeal for Ontario's decision in Third Eye Capital Corporation v. Ressources Dianor Inc., 2019 ONCA 508, a receivership case, for the point that the power to approve a sale "must necessarily be accompanied by the authority to enter into an agreement to sell those assets," per the Factum of the Proposal Trustee, Nov. 1, 2026, paras. 55–56.

The company had argued that the trustee could not bring the motion. Its factum of November 1, under a heading saying that s. 65.13 of the BIA does not authorize the proposal trustee to sell the company's assets, argues that s. 65.13(3) "identifies the insolvent person as the applicant for that authorization" and that a proposal trustee "has no authority to take steps to negotiate a sale of a proposal debtor's business, without an order of the Court," per the Factum of NTSM, Nov. 1, 2026, Part IV, heading A, paras. 39, 41. The trustee's answer was that, because the director "refused to cause the Company to bring this motion after participating in the sales process," it was appropriate for the trustee, "who has duties to impartially represent the interests of the body of creditors," to seek the court's approval itself, per the Factum of the Proposal Trustee, Nov. 1, 2026, para. 45.

The trustee's powers under the order "shall, if exercised in any case, be paramount to the power and authority of the Debtor"; the trustee takes no possession or control of the company's property or business and is not to be deemed a director, officer or employee of the company, "de facto or otherwise," per the Approval and Vesting Order, Nov. 2, 2026, paras. 13, 15.

The purchased assets vest in Ramudden when the trustee delivers its certificate, which confirms that the purchase price has been paid, that the closing conditions have been satisfied or waived, and that the transaction has been completed to the trustee's satisfaction. They vest free and clear of claims and encumbrances, the charges created by the orders of Justice Black of June 3, Justice Dunphy of October 13 and Justice Dietrich of October 26, 2026 among them, though not of the agreement's permitted encumbrances; the claims cleared attach instead to the net proceeds, with the same priority they had against the assets. The vesting binds any trustee in bankruptcy and is not to be void or voidable by creditors, nor a fraudulent preference, transfer at undervalue or "other reviewable transaction under the BIA," per the Approval and Vesting Order, Nov. 2, 2026, paras. 4, 6, 9, Sched. A.

What Ramudden is paying is not public. Section 3.1 of the agreement makes the purchase price a cash payment plus the assumption of the assumed liabilities, and in the redacted copy attached to Ramudden's affidavit of October 21 the cash figure is blank; the affidavit of Ramudden's director says the agreement "is redacted to protect the integrity of the process" and that "An unredacted copy will be provided to the Court." Subject to closing, the agreement says, Ramudden "shall continue the employment of all unionized Employees" under the LIUNA collective agreement effective May 1, 2025, on that agreement's terms. Either party may terminate the purchase agreement if closing has not occurred by November 4, 2026, or a later date both agree to in writing in consultation with the trustee, per the Ramudden affidavit, Oct. 21, 2026, para. 2, and Purchase Agreement, Ex. "A", ss. 2.7(b), 3.1, 9.1(b).

The employees' amounts come first

Paragraph 10 of the order directs that, "to satisfy subsection 65.13(8) of the BIA, the Proposal Trustee shall pay in full from the proceeds of the Proposed Transaction, whether before or after any assignment in bankruptcy of the Company," the amounts owing in respect of current and former employees represented by the Labourers' International Union of North America. Under s. 60(1.3)(a), those are the amounts the employees would be qualified to receive under s. 136(1)(d) as at April 24, 2026, and "all wages, salaries, commissions and compensation for services rendered from April 24, 2026 to the Closing Date, including vacation pay and all contributions and remittances required by the applicable collective agreement." Under s. 60(1.5)(a), they are "all pension contributions unpaid to the pension fund, whenever they arose," per the Approval and Vesting Order, Nov. 2, 2026, para. 10.

Paragraph 11 says where the money goes and in what order. The employee amounts are to be paid "to the applicable trust funds or union locals, on or before payment of any amount under paragraph 6," and rank ahead of the Administration Charge, the Further Amended Administration Charge and the Bankruptcy Trustee's Charge. Any portion the trustee disputes "shall be held back from the proceeds pending further order of this Court." Paragraphs 10 and 11 "apply notwithstanding paragraphs 6 and 13 of this Order," the paragraphs under which claims attach to the net proceeds and the trustee takes no possession or control, per the Approval and Vesting Order, Nov. 2, 2026, paras. 6, 11, 13. Payment terms under s. 65.13(8) were reported here on October 28 as requested; these are the terms the court granted.