Shell Mountainside Lodge: members' claims at $4.07 million or $36.28 million

The Shell Mountainside Lodge was 42 guest rooms in a four-storey strata building at 4417 Sundial Place in Whistler Village, and each of those rooms was sold many times over, a week at a time. Every room could carry 52 every-year weeks or 104 alternate-year weeks, so the 42 rooms could in principle be cut into 2,184 annual stays or 4,368 alternating ones, plus a 53rd week in the calendar years that have one. By the receiver's latest count those weeks were spread across about 1,300 fifty-year vacation leases held by roughly 1,200 people and about 530 timeshare purchase agreements held by roughly 445 more, per the Receiver's First Report, Sept. 14, 2026, App. "A", paras. 2–7.

The building was sold on May 30, 2025, free of all of those contracts. On September 14, 2026, BDO Canada Limited, as receiver, filed its first report and a notice of application asking the Supreme Court of British Columbia to start the process that will turn the lost weeks into creditor claims. The receiver can say how many claims it expects, about 1,800. It cannot yet say how they will be valued, because the two parties it consulted, the committee of vacation-lease holders and the petitioners' parent, Travel + Leisure Co., disagree on the formula, and the two formulas the receiver has run produce net claims of about $4.07 million and about $36.28 million, per the Receiver's First Report, Sept. 14, 2026, paras. 59–62.

Three entities and a stack of weeks

The petitioners are SVC-Mountainside ULC, a Nova Scotia unlimited liability corporation and an indirect subsidiary of Travel + Leisure Co., the New York Stock Exchange-listed owner of resort and membership travel brands, and Shell Owners Association – Pacific, a Delaware non-stock corporation, known in the record as ULC and SOAP. SOAP was the registered owner of 56 strata lots in the building; beneficially, ULC held 36 of them and SOAP 20. The other lots belonged to a hotel operating in the same building as the Executive Inn, to the strata corporation, and to the owner of a closed restaurant space, according to the Proposed Administrator's Pre-Filing Report, Jan. 22, 2025, paras. 2–3, 11–13.

ULC ran the vacation lease business: the lessees, automatically members of an unincorporated body called the Mountainside Lodge Members Association (MLMA), paid an average of about $12,500 up front, within a range of $2,268 to $87,295, and 2025 annual fees of $1,396.04 to $2,041.57 a week. SOAP ran the timeshare business, selling points in the Shell Vacations Club at original prices from about $600 to $115,000; a week at the lodge cost between about 2,500 and 8,000 points, and 2025 annual fees ran from $637.63 to $23,566.67. Neither the leases nor the timeshare agreements contained a termination clause. The only way out for a SOAP member was a sale or a foreclosure on default; for a lessee, a sale, an assignment back to ULC, or a default, per the Proposed Administrator's Pre-Filing Report, Jan. 22, 2025, paras. 25–40.

The money moved through Travel + Leisure. The proposed administrator reported that the cash management of the petitioners, MLMA and the property manager was "highly integrated with T+L," that ULC reported no cash on hand because its obligations were paid by related parties and booked as intercompany entries, and that most of the lodge's financial activity ran through MLMA, "making tracking the receipts and disbursements of the Petitioners very difficult," per the Proposed Administrator's Pre-Filing Report, Jan. 22, 2025, paras. 42–48.

Why it was sold

The petitioners' account was sworn in December 2024 by Travel + Leisure's manager of strategic development, who oversaw the divestiture. The petitioners had acquired their interest in the lodge through transactions that closed in 2012. The building was about 30 years old and needed capital work the petitioners could not fund; operating costs had risen with inflation; and more and more members had stopped paying their annual fees. Raising fees, the affidavit said, would only produce more defaults, "a 'death spiral' where attempts to self-remedy the financial situation of the Petitioners would result in the opposite effect," and the Travel + Leisure group was "not prepared to fund operating losses or the significant capital expenditures required," per the Petitioners' Affidavit, Dec. 23, 2024, paras. 13–14, 100.

The proposed administrator's numbers put the capital work never done at about $6.4 million. As of September 30, 2024, 601 MLMA accounts, about 45%, were in arrears for about $7,268,455, and 82 SOAP members, about 19%, for about $493,960. An estimated special assessment for SOAP members worked out to $1.116 a point, more than two years of fees at the 2025 rate of $0.5101, and neither group had been assessed in 2024 or 2025, per the Proposed Administrator's Pre-Filing Report, Jan. 22, 2025, paras. 59, 65, 68, 79, 82–83.

The buyer was already next door. An affiliate of the Executive Inn had signed a letter of intent with Wyndham Vacation Resorts in 2021 to buy the equivalent of about 5.6 guest rooms, and sued in November 2022 after Wyndham broke off talks. A restructuring support agreement dated December 16, 2024 settled that action inside the proceeding and made Executive Mountainside Holdings Ltd. the stalking horse at $12,000,000, per the Petitioners' Affidavit, Dec. 23, 2024, paras. 103–110.

On January 24, 2025, Justice Coval appointed BDO as administrator under s. 39 of the Law and Equity Act, with a $500,000 administration charge and a $350,000 directors' charge, and approved the sale process. Avison Young sent teasers to 2,362 parties and then to 23,400 more; 61 signed non-disclosure agreements; no Phase I bid arrived, which the administrator put down to "the restrictive nature of the municipal bylaws/zoning regulations, tariff and economic uncertainty," per the Administrator's First Report, May 1, 2025, paras. 44–48. On May 8, 2025, the court approved the stalking horse sale, vested out the vacation subleases and timeshare agreements, and converted BDO into a receiver on a delayed basis: the resort closed on May 26, the receivership over everything took effect on May 27, and the sale closed on May 30, after the parties agreed to a $10,000 reduction in the price for the extension. Net of commissions, withholding tax and adjustments, the receiver received $9,147,896, allocated 62.1324% to ULC ($6,613,509) and 37.8676% to SOAP ($2,534,387), per the Receiver's First Report, Sept. 14, 2026, paras. 16–20 and App. "A".

What the receiver found in the books

The receiver has "manually reviewed hundreds of Member Contracts" and cross-checked them against the vacation lease records kept by Computershare Trust Company of Canada to build a master member listing. It lists what it ran into: names that differ between the petitioners' records and Computershare's; member interests that do not appear to be current; lease termination dates that disagree between Computershare's database and the leases themselves; and uncertainty whether the petitioners' records name every holder of a contract, "due to database field size limitations," per the Receiver's First Report, Sept. 14, 2026, paras. 36–37.

As of May 31, 2026, 891 members owed $9,148,155 including late fees and interest: 618 MLMA members owing $8,439,984 and 273 SOAP members owing $708,171. Suing each of them, the receiver says, "is not commercially reasonable"; it proposes instead to set arrears off against each member's claim and to consider a court-approved collection plan for a smaller subset afterward, per the Receiver's First Report, Sept. 14, 2026, paras. 21–26.

Refunds of 2025 maintenance fees, authorized in May 2025, have been paid only to one group. About $478,808 is owed to 290 MLMA members, of which the receiver sent $401,876 in July 2025 and $52,796 in November 2025 to Wyndham Resort Development, a Travel + Leisure affiliate, to return to members' original forms of payment. For SOAP members the receiver estimates, with Travel + Leisure, that $261,007 may be refundable to 196 people, but it has been unable to verify that their 2025 payments ever reached a SOAP bank account under its control, and Travel + Leisure "has experienced challenges in assembling information" to show it. Those refunds will wait for the claims process and a later court approval, per the Receiver's First Report, Sept. 14, 2026, paras. 76–83.

A labour claim and two tax matters have moved since the sale. The British Columbia Labour Relations Board dismissed, on March 30, 2026, Unifor Local 3000's application to have the purchaser or the receiver declared successor employer. The Canada Revenue Agency audited SOAP's Underused Housing Tax returns for 2022, 2023 and 2024, denied the exemption SOAP had claimed, and assessed about $396,000 with interest as of July 14, 2026, which the receiver will treat as an unsecured claim. The receiver has also filed with the CRA for a refund of $1,494,823 in non-resident withholding tax taken from SOAP's share of the sale proceeds, per the Receiver's First Report, Sept. 14, 2026, paras. 20, 98–100.

Claims first, the formula later

The application is set for 10:00 a.m. on September 25, 2026, before Justice Coval at 800 Smithe Street, with a half-day estimate, and it asks for four orders, per the Notice of Application, Sept. 14, 2026, p. 1 and Part 1.

The first is a member claims process run in reverse. The receiver will pre-populate each member's claim with purchase price, term, number and type of weeks and any arrears, and each member must either acknowledge the information or request an amendment with supporting documents by 5:00 p.m. Vancouver time on January 15, 2027. A member who does not respond "shall be forever barred from asserting or enforcing any claim against the Petitioners" and takes no distribution. One claim will issue per contract, not per co-holder, and the receiver may accept claims from the representatives of deceased members and, at its discretion, from the next of kin of incapacitated ones, per the Receiver's First Report, Sept. 14, 2026, paras. 34, 39–42, 48, 52–55. The same order would approve, nunc pro tunc, the engagement of BDO Canada LLP as claims support agent to build an online portal. The receiver says it compared proposals from Kroll Restructuring Administration, Epiq Corporate Restructuring and BDO Canada LLP, and that the MLMA committee and Travel + Leisure both supported the choice; the December 17, 2025 engagement letter estimates fees of $325,000 to $375,000, and $123,314 had been paid through August 31, 2026, per the Receiver's First Report, Sept. 14, 2026, paras. 44–45, 93 and App. "B".

The second is a conventional claims process for everyone else, including trade creditors, the CRA, and Travel + Leisure and its affiliates, with a bar date of 5:00 p.m. on November 24, 2026, per the Receiver's First Report, Sept. 14, 2026, paras. 28–31.

The member process does not value anything. The receiver, working with what it calls a court-recognized damage quantification expert, has run two measures: reliance damages, which would restore a member to where they stood had they never signed, and expectation damages, which would put them where they would have been had the contract been performed. Gross claims come to $5,447,178 on the first and $48,209,042 on the second; after arrears are set off, $4,070,792 and $36,275,084. The MLMA committee and Travel + Leisure, which the receiver describes as "a material creditor and equity holder of the Shell Mountainside Lodge," hold "differing views," and the receiver will seek approval of a methodology later, hoping the parties can avoid "costly and protracted litigation, which would likely require the involvement of multiple experts," per the Receiver's First Report, Sept. 14, 2026, paras. 57–63.

The third order would give the members a side at that table. SOAP has never had a members' committee, and its former board "were employees of T+L or its affiliates," which the receiver calls a "potential conflict of interest." Three SOAP members answered the receiver's call for volunteers in its April 27, 2026 notice to members. The order would appoint them as a SOAP advisory committee, confirm the existing five-member MLMA committee nunc pro tunc, shield committee members from personal liability short of gross negligence or wilful misconduct, and appoint Borden Ladner Gervais LLP as representative counsel for both groups, secured by a $100,000 charge ranking with the administration charge and paid from the sale proceeds, per the Receiver's First Report, Sept. 14, 2026, paras. 66–74. Members could opt out of that representation, and the receiver has said that if the two groups' interests stop being aligned, separate counsel may be needed, per the Notice of Application, Sept. 14, 2026, Part 2, paras. 21–25 and the Frequently Asked Questions, Apr. 27, 2026, Q. 10. The same notice told SOAP members that points moved into third-party exchange programs such as RCI and Interval International are not eligible for a claim, per the Frequently Asked Questions, Apr. 27, 2026, Q. 18.

The fourth order approves the receiver's activities, its interim receipts and disbursements to August 31, 2026, and its fees: $782,846.07 for BDO from April 19, 2025 to June 30, 2026, at an average hourly rate of $577.51, and $392,544.48 for Fasken to July 31, 2026, at $759.54, per the Receiver's First Report, Sept. 14, 2026, paras. 90–91. The interim statements show net receipts of $6,324,205 for ULC and $2,572,888 for SOAP, and a further $3,061,843 recovered from MLMA's bank accounts, which the receiver is holding separately until the beneficial interest in those funds is determined, per the Receiver's First Report, Sept. 14, 2026, paras. 85–86.