Royal Vancouver Air Conditioning: a laneway house and a licence to stay

On October 2, 2026, Justice Baker of the Supreme Court of British Columbia appointed MNP Ltd. receiver and manager, without security, of all the assets, undertakings and property of Royal Vancouver Air Conditioning Ltd. (RVAC) and Upgrade Electric Ltd. (UEL), on the petition of the Toronto-Dominion Bank (TD), and gave the bank judgment against both companies for $4,236,383.11 as at September 25, 2026, with interest at $544.66 a day. TD applied under s. 243(1) of the Bankruptcy and Insolvency Act and s. 39 of the Law and Equity Act; the appointing paragraph cites s. 39. The order also lets RVAC's director and a second person it names occupy 8323 14th Avenue in Burnaby as licensees at $4,000 a month, lets RVAC go on marketing the property itself until November 13, and requires the receiver to give the director two business days' notice before assigning either company into bankruptcy, per the Order Made After Application, Oct. 2, 2026, preamble and paras. 1, 2(k), 2(s), 32–33. RVAC owns the house and the director lives in it, and each of those terms takes up a request the director made in an affidavit sworn on September 25, per the Director's affidavit, sworn Sept. 25, 2026, paras. 2–3, 18, 20–21.

RVAC and UEL are, in the words of TD's affiant, an account manager in its Financial Restructuring Group, "companies primarily providing HVAC, plumbing and electrical services for residential and light commercial projects in the Lower Mainland." The registry searches the bank exhibited show RVAC incorporated in 2011 and renamed twice, from Jiayi Magnetic Window Screen Ltd. in June 2018 and from Royal Window Fashions Ltd. in April 2024; UEL was incorporated in August 2023 as 1431661 B.C. Ltd. UEL owns the strata warehouse unit at 207 – 23251 Fraserwood Way in Richmond, per the TD affidavit #1, affirmed Sept. 9, 2026, paras. 1, 8, 10 and Exs. "A", "B". A bailiff's inventory of that warehouse counts among its contents approximately 50 Mitsubishi split heat pump units "of various sizes/models," per the TD affidavit #2, affirmed Sept. 25, 2026, para. 10 and Ex. "B".

The director's account of what went wrong is in an email to TD's counsel answering the bank's demand letters of August 28, 2026: "A large part of our previous business came from government rebate programs. At that time, our sales were strong and we were able to expand with TD's support. Since those rebate programs ended, our sales dropped significantly, which caused the financial difficulties we are facing now," per the TD affidavit #1, affirmed Sept. 9, 2026, para. 34 and Ex. "S".

Seven facilities, two properties

TD's second affidavit puts the debt at $4,236,383.11 as of September 25 across seven facilities: RVAC's operating line ($747,100.26), two RVAC term loans, Facility #14 ($975,460.22) and Facility #13 ($976,944.40), an equipment finance loan ($142,946.86), a Visa facility ($48,926.21), a CEBA loan ($60,254.79), and UEL's term loan ($1,284,750.37), per the TD affidavit #2, affirmed Sept. 25, 2026, paras. 4–5. Under the latest letter of agreement, dated May 7, 2026, Facilities 13 and 14 are mortgage loans to finance 8323 14th Avenue, and UEL's Facility 21 was "To finance the purchase of 207 - 23251 Fraserwood Way Richmond, BC." The same letter had temporarily raised RVAC's $650,000 operating line, by $200,000 at first and $100,000 in July, with arrears on the two Burnaby mortgage loans to be paid from the increase, per the TD affidavit #1, affirmed Sept. 9, 2026, para. 11 and Ex. "C", Facilities 11, 13, 14, 21.

Each company gave TD a mortgage and assignment of rents over its property, dated March 12, 2024, and a general security agreement over all its personal property; each guaranteed the other's debts; and RVAC gave specific security over certain motor vehicles, per the TD affidavit #1, affirmed Sept. 9, 2026, paras. 12–19. The order declares the two mortgages and two security agreements charges in priority to the interests of "all respondents", among them Business Development Bank of Canada, the Bank of Nova Scotia and Daikin Comfort Technologies Canada, U.L.C., and records that no one but counsel for the bank and for the companies and the director appeared, "although duly served," per the Order Made After Application, Oct. 2, 2026, preamble, paras. 28–31 and Sched. "A".

TD's affiant says UEL failed to pay certain instalments due in June 2026 on its term loan, and RVAC certain instalments due in July and August on its operating line and term loans. Neither company provided year-end statements for the fiscal year ended July 31, 2025, or monthly compliance certificates for June, July and August 2026, the affiant says, and each failed to maintain its debt service and borrowing base coverage covenants "on the basis of, among other things, their failure to comply with their reporting obligations," per the TD affidavit #1, affirmed Sept. 9, 2026, paras. 29–31. Demands, with notices of intention to enforce security under s. 244(1) of the BIA, went out on August 28, per the TD affidavit #1, affirmed Sept. 9, 2026, para. 34.

A business review, two accounts of it

In July 2026, TD's affiant says, the bank engaged MNP to conduct a business review of both companies, and the director and the companies "have failed or refused to provide all information requested by the Bank and MNP." The affiant lists eleven outstanding items, from three years of externally prepared financial statements to details of any outstanding payroll source deduction remittances. During the review, the affiant affirms, the director "further advised the Bank that RVAC and/or UEL owe arrears to Canada Revenue Agency in respect of unremitted payroll remittances and other source deductions," per the TD affidavit #1, affirmed Sept. 9, 2026, paras. 37–38.

The director answered TD's counsel on the review in an email of September 4, which TD exhibited. "Initially, we did not fully understand the reason for MNP's involvement or why the cost of the engagement was to be paid by us," the email says, adding that after a delay of about a week the engagement letter was signed on August 19. By the director's account, CRA information, cash-flow forecasts and a shared folder of documents followed between August 24 and 28, and when MNP said on September 2 that it could not download the folder, the documents went as ZIP files the next day. "There may have been an initial misunderstanding and a technical problem accessing the shared folder, but we have not intended to refuse cooperation," the email says. TD's counsel replied on September 8 that "MNP has confirmed that no new documents have been uploaded or delivered to them," and that the bank had begun enforcing its security, "including through holds of the bank accounts and closing of the corporate Visa card," per the TD affidavit #1, affirmed Sept. 9, 2026, para. 40 and Ex. "S".

September: vehicles, a bailiff, a forbearance request

On September 22, TD's second affidavit says, the bank applied $51,255.61 held in RVAC's corporate account to the operating line. Between about September 11 and 18 its agents seized four of the five motor vehicles under its specific security, and the director later confirmed to those agents, according to the affiant, having sold the fifth in the past 12 months without informing the bank or seeking its consent. Also on September 22, TD engaged Accurate Effective Bailiffs Ltd. to secure the companies' personal property at the warehouse; the director gave a bailee's undertaking, the affiant says, but had not provided a complete and accurate inventory, per the TD affidavit #2, affirmed Sept. 25, 2026, paras. 6, 8–10.