RSG Mayfield: ring-fenced for the first mortgagee, any surplus to the WIGI file

The plan for the two parcels at 0 Mayfield Road in Brampton, which the lender's papers call Countryside Villages Block 48-2, was 52 single-family homes, 52 townhouse units and 260 condominium apartments, about 468,000 square feet of floor area. RSG Mayfield Inc. borrowed $25,000,000 to buy the land under a commitment dated April 15, 2025. On September 9, 2026 Mitchell Oelbaum, president of the lender, Vector Financial Services Limited, swore that "the Project has stalled and no construction has taken place," and that the property "remains a development site," per the Affidavit of Mitchell Oelbaum, Sept. 9, 2026, paras. 1, 8, 10 and Ex. 4, p. 58. On September 28 Justice Myers of the Ontario Superior Court of Justice (Commercial List), Court File No. CL-26-00000375-0000, appointed TDB Restructuring Limited receiver and manager of the property on the motion of the first mortgagees, Vector and Olympia Trust Company, under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act, per the Appointment Order, Sept. 28, 2026, recital and para. 4.

RSG Mayfield and its guarantor did not oppose. The land was also among the properties placed under a sales officer, AlixPartners Advisory, Inc., by an order of June 12, 2026 in another Commercial List action, brought by WIGI Restructured Bond Corporation, per the Appointment Order, Sept. 28, 2026, para. 2 and the Oelbaum Affidavit, para. 23. The lenders wanted a receiver of their own. In Justice Myers's words, "the first mortgagee just wants its own receiver appointed to carry the sale of the property so as to ringfence this property and protect it from being charged with any of the costs of the WIGI Sales Officer." He signed the order as sought, "including the requirement for any proceeds remaining after payment of the usual costs of sale and the first mortgagee to be paid over to the WIGI Sales Officer," which is where, in his view, the review of an $8,100,000 second charge registered in May belongs if funds remain once the first mortgage is repaid, per the Endorsement of Justice Myers, Sept. 28, 2026, paras. 1–2, 4–5 and the Oelbaum Affidavit, para. 19(b).

A syndicated loan

RSG Mayfield was incorporated in Ontario on February 18, 2025, with Rajvinder Singh Grewal as its sole director; he is also the guarantor of the loan, per the Oelbaum Affidavit, para. 7 and Ex. 3. The lenders' factum calls the company a Greater Toronto Area real estate developer whose only asset is the property, "a stalled development site with no operations, employees, or revenue," per the Factum of the Plaintiffs, Sept. 24, 2026, paras. 8, 40(d).

Vector, an Ontario commercial mortgage lender that is also an FSRA-licensed mortgage brokerage and administrator, issued the commitment as lender "in trust for a group of lenders." The commitment told the borrower that the money "will likely come from a number of private participants," per the Oelbaum Affidavit, para. 4 and Ex. 4 (commitment), ss. 1, 29. The registered charge splits the mortgagees' interest 80% to Vector and 20% to Olympia, per the Oelbaum Affidavit, Ex. 6 (charge), pp. 86, 88.

The commitment's budget put total uses at $26,211,000, among them $611,000 of land transfer tax and a six-month interest reserve of $500,000, funded by the $25,000,000 loan and $1,211,000 of borrower's equity, per the Oelbaum Affidavit, Ex. 4 (commitment), s. 8(c). The parcel registers show the land was transferred to RSG Mayfield on May 12, 2025 under power of sale, with Vector and Olympia as the transferors and a registered consideration of $25,069,906; the $25,000,000 charge went on title the same day, per the Oelbaum Affidavit, Ex. 5 (parcel registers), pp. 81–82.

The loan was interest-only at 6.00% a year for its first 24 months, with 4.00% paid in cash monthly and the balance accruing. The commitment allowed "a subordinate mortgage in the amount of up to $5,000,000" to an entity to be named before closing, on a subordination and standstill agreement in the lender's form; other subordinate financing needed the lender's prior written consent, per the Oelbaum Affidavit, Ex. 4 (commitment), ss. 9, 14–15. A $3,500,000 charge in favour of an individual was registered behind the first on May 12, 2025. Under the subordination and standstill agreement that went with it, that chargee agreed not to register a further charge without the first lenders' written consent and not to enforce until they were repaid, unless they enforced first or consented, per the Oelbaum Affidavit, para. 19(a) and Ex. 13, ss. 3, 5.

The demand, and a new second charge

The April 2026 interest payment was not made, per the affidavit. On April 24 Robins Appleby LLP, for the lender, demanded $25,624,575.53 and served a notice of intention to enforce security under s. 244 of the BIA, and on May 8 the lenders sued RSG Mayfield and the guarantor in Brampton, seeking a receiver; by September 9 no statement of defence had been delivered. At September 8 the payout statement put the debt at $26,269,753.66: $25,000,000 of principal, $1,183,706.78 of interest at 6.000% and $86,046.88 of loan charges, including default administration fees of $11,300 a month from May, with interest running at $4,342.96 a day, per the Oelbaum Affidavit, paras. 11–15, 32 and Exs. 10, 12.

On May 26, 2026, the $3,500,000 charge was discharged, Mr. Oelbaum swore, "without the Lender's knowledge or consent," and the same day a charge for $8,100,000 was registered against both parcels in favour of two individuals, per the Oelbaum Affidavit, para. 19(b) and Ex. 14, p. 163. The factum notes that both transactions came after the lenders' demand and after their action was issued, and the lenders treat the new charge as a second default, per the Factum of the Plaintiffs, Sept. 24, 2026, paras. 13, 21.

A commitment from the two individuals dated May 25, 2026 offered RSG Mayfield $8,100,000 at 18%, secured by a second charge, for a six-month term: "Interest only, One payment of $729,000.00 (to be paid out at the end of the term)." Mr. Grewal accepted it for RSG Mayfield, as director, on May 26, per the Oelbaum Affidavit, Ex. 14, p. 165. The lenders say the circumstances of the discharge and the new registration, "including the consideration given and the relationship, if any, between those transactions, are presently unknown to the Lender," per the Oelbaum Affidavit, para. 19(b). In the factum the earlier charge "was discharged and replaced on title by a substantially larger charge without the Lender's knowledge or consent," and a receiver "can investigate and report on those transactions and registered interests without prejudging their validity or the parties' priorities," per the Factum of the Plaintiffs, Sept. 24, 2026, para. 40(f).

The other file

The rest of the lenders' case lay in another proceeding. In the WIGI action, Court File No. CV-26-00007954-00CL, to which neither Vector nor Olympia is a party, Justice Myers appointed AlixPartners on June 12, 2026 as sales officer of certain real property owned by the defendants in that action "and certain related entities," per the Oelbaum Affidavit, paras. 23–24 and Ex. 17, para. 1. Mr. Oelbaum's affidavit says one sworn in the WIGI action by the holder of the $3,500,000 charge identified the property as owned by RSG Mayfield, "a corporation in which he claimed an interest," and that a restrictions order in WIGI's favour was "subsequently" registered on title. Registered on June 5, 2026, its remarks "prohibit the selling, removing, dissipating, alienating, transferring, assigning, encumbering or similarly dealing with the Property," and both registers carry a "No Dealings Indicator," per the Oelbaum Affidavit, paras. 19(c), 20, 25.