Ongo Logistics: the unit sold without a listing, for $975,000

Suite 7 at 145 Traders Boulevard East is a unit in Peel Condominium Plan No. 471, in Mississauga. Before the receivership it was, as the receiver understands it, the head office of Ongo Logistics, a courier delivery business run by 2551205 Ontario Inc., while the unit itself belonged to a sister company, 2723324 Ontario Limited. The two companies have the same sole director and officer, who had authorized Royal Bank of Canada to speak with her husband "with respect to all matters pertaining to the Debtors," per the Second Report of the Receiver, Sept. 15, 2026, para. 2. 255 was incorporated in December 2016 and 272 in October 2019, per the corporate profiles exhibited to the Affidavit of Yatri Vagadia, Oct. 9, 2024, Exs. "A" and "B".

RBC lent to both in April 2023. Under credit agreements dated April 18, 2023, 272 took a $700,000 term facility and 255 a $250,000 operating line, each with a credit card beside it; each company guaranteed the other, 255 up to $705,000 and 272 up to $275,000, with general security agreements behind the guarantees, and 272 gave the bank a $980,000 first mortgage on the unit, registered on May 1, 2023. By August 16, 2024, according to the affidavit of RBC's senior manager of special loans, 272 owed $715,189.51 and 255 owed $283,282.27. The bank listed three defaults: payments missed, "chronic borrowings in excess of credit limits," and a further encumbrance of the unit. RBC served its demands and notices of intention to enforce security on August 22, 2024, per the Affidavit of Yatri Vagadia, Oct. 9, 2024, paras. 1, 6, 8–13, 22.

On September 15, 2026, Grant Thornton Limited, receiver of both companies since March 2025, filed the report on which it asks to be discharged. The unit was sold on March 2, 2026, without a public listing, to 1001353559 Ontario Inc., at a price the receiver had told the court exceeded its appraisal and the market value estimated by each of three brokers, per the First Report of the Receiver, Dec. 23, 2025, para. 36. That price was sealed when the court approved the sale in January; the receiver's final statement of receipts and disbursements now records $975,000.00 from the sale of the real property, per the Second Report of the Receiver, Sept. 15, 2026, para. 13 and App. 8. RBC is owed approximately $1,138,698.73, and the proceeds available for distribution in 272's receivership are less than that, according to the receiver's Notice of Motion, Sept. 16, 2026, paras. 10, 12, returnable September 25.

A term sheet at 8:45 a.m.

RBC's notice of application was issued in Brampton on November 1, 2024, returnable December 10, per the Notice of Application, Nov. 1, 2024, pp. 1–2 and paras. 1–20. The order came more than three months after that date. According to Justice Trimble's endorsement, the application was adjourned twice at the respondents' request: in January and February 2025 there was talk of refinancing, and the February return was put over to let it complete, which it did not; then there was talk of selling the unit, and "Nothing came of those discussions," per the Endorsement of Justice Trimble, Mar. 27, 2025, para. 6(g)–(h). On March 13 the judge adjourned again, to himself, because nothing had been uploaded to Case Centre and the respondents were arranging a refinancing or a sale to pay out the bank. RBC objected and wanted to proceed, per the Endorsement of Justice Trimble, Mar. 27, 2025, para. 2.

On March 27 the respondents asked a third time, hoping to have refinancing in place in two or three weeks, or failing that for a 30-day delay in the order's effect. They had not had time to upload an affidavit. What they put before the court was an email to their counsel from a prospective lender, sent at 8:45 that morning, saying it was "working on refinancing" but needed fresh appraisals of the secured property and of a home now being offered as collateral, which would take two or three weeks. Attached was a term sheet that described itself as "for discussion purposes only and does not constitute a commitment to provide financing at this time," per the Endorsement of Justice Trimble, Mar. 27, 2025, paras. 3, 8–11.

The judge found the commitment "highly tentative" on its face, per the Endorsement of Justice Trimble, Mar. 27, 2025, para. 12(c). The home had been offered as security only after the March 13 appearance, which in his view suggested the attempts to refinance had been "half-hearted." He declined both the adjournment and the delay and signed the order, adding that if the refinancing could close soon the receiver could keep talking to the lender, and quoting Osborne J. in Macquarie Equipment Finance Limited v. Validus Power Corp.: "…I would expect the Receiver to do nothing less," per the Endorsement of Justice Trimble, Mar. 27, 2025, paras. 5, 12(d), 13. The order appointed Grant Thornton, without security, over all of both companies' property, with a first-ranking charge for its own and its counsel's fees and power to borrow up to $200,000 under a borrowings charge ranking next, per the Receivership Order, Mar. 27, 2025, paras. 18, 21.

What the receiver found at Traders Boulevard

The unit was occupied when Grant Thornton arrived, by a business operating as LaserPixel, whose owner said it had already given post-dated rent cheques, April 2025's among them, to a company other than the debtors. The receiver asked the director's husband for the lease and for April's rent; he said he would transfer the rent, "however the payment was never made," per the First Report of the Receiver, Dec. 23, 2025, paras. 10–12. On April 3 he produced an Agreement to Lease under which 272 contemplated leasing the unit to 13498719 Canada Inc. for five years from June 10, 2023, at $2,350 a month. In early May LaserPixel left and a new occupant moved in. "No rent was ever paid to the Receiver by LaserPixel or the new occupant," per the First Report of the Receiver, Dec. 23, 2025, paras. 13–14.

255 itself appeared to the receiver to be inactive. Its registrations showed leased vehicles, and after numerous requests to the husband two were delivered, a 2022 Cadillac Escalade and a 2023 Lincoln Aviator, which the receiver released to their financiers, the Bank of Nova Scotia and Ford Credit Canada Company, after reviewing the leases. BNS also claimed a third vehicle, a 2023 GMC Yukon XL. The husband told the receiver the Yukon had been stolen and that 255 had made an insurance claim; the insurer was prepared to pay, and the receiver authorized it to pay the $135,114.52 settlement to BNS, per the First Report of the Receiver, Dec. 23, 2025, paras. 15–21.

The husband "would not provide the Receiver with the Debtors' books and records despite numerous requests," so the receiver built its list of creditors from his verbal disclosure, the personal property registry and the parcel register, per the First Report of the Receiver, Dec. 23, 2025, para. 22. The Second Report records that neither the director nor her husband delivered any books and records, payroll records included, and that no former employee has contacted the receiver, so it has processed no wage-earner claims. The Canada Revenue Agency has claimed $77,579.84 in employee source deductions from 255. It has also told the receiver that 272 has not submitted a payroll return since it was incorporated and that neither company has submitted an HST return since incorporation; it has made no claim for HST against either company, or for source deductions against 272, per the Second Report of the Receiver, Sept. 15, 2026, paras. 21–24. 272 was also behind $20,986.92 in property taxes to the City of Mississauga and $1,033.88 in condominium fees, per the First Report of the Receiver, Dec. 23, 2025, para. 28.

One offer, above every estimate

The receivership order let Grant Thornton market the property and negotiate terms at its discretion. It commissioned an appraisal and asked Avison Young (Canada) Inc., Jones Lang LaSalle Incorporated and Sotheby's International Realty for listing proposals, and it intended to list with Avison Young. Before it did, the husband "contacted the Receiver and advised that one of his other companies, 1001353559 Ontario Inc." wanted to make an offer at a price above the appraised value and above the market value estimated by all three brokers, per the First Report of the Receiver, Dec. 23, 2025, paras. 30–32.

Aird & Berlis drafted the agreement of purchase and sale, which the receiver and the purchaser signed on November 11, 2025; the purchaser waived its financing condition on December 10 and paid the deposit to the receiver's counsel two days later. The receiver's case for approval, in the First Report's words: "The Real Property has not been publicly listed for sale; however, as noted above, the proposed selling price exceeds the appraised value as well as the estimated market value provided by all three realtors that submitted proposals to list the property for sale," per the First Report of the Receiver, Dec. 23, 2025, paras. 33–36. No commission was payable, because no realtor had the listing. RBC, the only mortgagee on title, supported the sale, every registrant on title and under the PPSA was being served, and the receiver believed the price "reasonable in the circumstances," per the First Report of the Receiver, Dec. 23, 2025, paras. 36–38. Its factum measured the sale against Royal Bank of Canada v. Soundair Corp. and concluded that "it is the informed business judgment of the Receiver that further marketing efforts are not required," per the Factum of the Receiver, Dec. 29, 2025, paras. 10–14.

The appraisal, the brokers' proposals and the agreement itself went into two confidential appendices. The factum says the appraised values, the deposit and the purchase price were the only information in them not otherwise public, and the receiver asked that they be sealed until closing so that, if the sale did not close, its valuation information would not be public when it went back to market, per the Factum of the Receiver, Dec. 29, 2025, paras. 8, 24–25.

On January 8, 2026, by videoconference, Justice Trimble granted the approval and vesting order and an ancillary order approving the First Report and sealing the appendices until the earlier of closing and further order. His endorsement runs to one numbered paragraph: "This matter is unopposed. Approval Order and Ancillary Order to go as signed in the file." The vesting order passed the unit to the purchaser free and clear and directed the land registrar to delete two instruments from title, RBC's charge and the registration of the receivership order, per the Approval and Vesting Order, Ancillary Order and Endorsement, Jan. 8, 2026, AVO paras. 1–3 and Sched. "C", Ancillary Order para. 3 (Second Report, App. 4). Before closing, the receiver paid the condominium fee arrears and had the lien the condominium corporation had registered for them discharged, per the Second Report of the Receiver, Sept. 15, 2026, paras. 11–13.

What is left, and for whom

The final statement, as at September 14, 2026, sets the $975,000.00 sale beside $70,000 of receivership borrowing and $3,069.37 of interest in 272's estate. Paid out of it: $22,939.78 in property taxes, $7,608.86 in condominium fees, $3,500 for the appraisal, $3,300 for environmental consulting and $2,351.16 for insurance, among other items. 255's estate took in $2,580.26, mostly refunds, per the Final Statement of Receipts and Disbursements as at Sept. 14, 2026 (Second Report, App. 8).

Grant Thornton's fees and disbursements from March 3, 2025 to August 31, 2026 come to $55,782.21 with HST, and Aird & Berlis's from March 31, 2025 to July 31, 2026 to $66,377.73. Each estimates another $10,000, plus disbursements and HST, to finish, and those final fees are already in the statement, per the Second Report of the Receiver, Sept. 15, 2026, paras. 28–30. The receiver's bills run from $165 an hour for an analyst to $600 for Jacob Wiebe, the senior vice-president who signed both reports, per the Fee Affidavit of Jacob Wiebe, Sept. 15, 2026 (Second Report, App. 9), pp. 137, 140.

Aird & Berlis's security opinion finds both general security agreements perfected and enforceable and the mortgage valid, subject to the usual qualifications. The proceeds available for distribution in 272's estate are $869,416.27, and the receiver knows of no claim ranking ahead of RBC's other than its own charge and the borrowings charge. It proposes to pay, in order, the unpaid amounts secured by the receiver's charge, then those secured by the borrowings charge, if any, then RBC up to its indebtedness of approximately $1,138,698.73, on which interest and costs continue to run. The $579.46 left in 255's estate goes to the receiver's charge, per the Second Report of the Receiver, Sept. 15, 2026, paras. 20, 32–35. "As there are nominal realizations in the 255 receivership, there will be no distribution to CRA for the 255 Source Deduction Claim," the notice of motion states, per the Notice of Motion, Sept. 16, 2026, para. 11.

The draft order would approve the Second Report, with reliance on the approval reserved to the receiver in its personal capacity, approve the fees and the final statement, and authorize distributions "in the Receiver's sole discretion" without further order, per the Draft Distribution, Discharge and Ancillary Relief Order, paras. 2–6. Grant Thornton would be discharged when it files a certificate that its remaining activities are done: completing the distribution, preparing its final report under s. 246(3) of the BIA, incidental administration and filing the certificate itself. From that filing it would be released from all liability arising from its acts as receiver, "save and except for any gross negligence or wilful misconduct," per the Draft Distribution, Discharge and Ancillary Relief Order, paras. 7–8, and Second Report of the Receiver, Sept. 15, 2026, paras. 36–37. The motion is set to be heard in person at 7755 Hurontario Street in Brampton at 10:00 a.m. on September 25, 2026, per the Notice of Motion, Sept. 16, 2026, p. 1.