TCA Group: the unspent gift-card funds it says were its own

The money paid for a gift card at an Oxford Properties shopping centre went first into a bank account Oxford controlled. Oxford deducted an 8% selling commission and remitted the rest to TCA Group of Companies Inc., the Mississauga company that ran the program, and when the cardholder later spent the card, the supplier's bank debited TCA's account for the purchase, net of a collection fee. The trustee's preliminary report, prepared from the company's available books and records and from discussions with management, describes what became of the money nobody spent: "Historically, up to 30% of the value of gift cards purchased would never be redeemed by the card holder. These funds, including interest earned, would ultimately become property of TCA," per the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 1. The report expresses no opinion on the validity, accuracy or reliability of the information drawn from those records.

TCA is a Canadian corporation that carried on business in Ontario, "providing prepaid card, gift card, loyalty, reward, payment processing and related program management services," per the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 1. It leased Suite 700 at 2680 Skymark Avenue in Mississauga until, the report says, the landlord evicted it on or around May or June 2025. The Oxford business rested on a Prepaid Card Agreement dated April 5, 2023, with OPGI Management Limited Partnership, which the report describes as a division of Oxford Properties. The program launched in or around May 2023 and was "TCA's most significant program and largest revenue source," per the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 1.

TCA made an assignment in bankruptcy on September 14, 2026. The Office of the Superintendent of Bankruptcy accepted it on September 15, and MNP Ltd. was appointed licensed insolvency trustee, subject to affirmation by creditors at a first meeting of creditors called for 10:00 a.m. on September 30, to be held virtually. The official receiver's certificate, in Division 09 – Mississauga under estate no. 32-3423815, fixes the time of bankruptcy at 15:28 on September 15, per the Certificate of Appointment, Sept. 15, 2026 and the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 1. The preliminary report is dated September 30 and signed for MNP by Jerry Henechowicz, senior vice-president, per the Trustee's Preliminary Report, Sept. 30, 2026, s. H, p. 5.

Two claims and a counterclaim

On or around July 12, 2024, "Oxford unilaterally terminated the Agreement claiming various operating and audit defaults by TCA," according to the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 1. TCA's position, as the report records it, is that Oxford was overpaid approximately $4.6 million in error while the program was operating, and that Oxford took possession of $21 million in unused funds on prepaid cards which TCA alleges belonged to the company under the agreement. "As a result, the Company had nominal business opportunities, along with almost no liquidity, and had no other option but to cease operations on or around May 2025," per the Trustee's Preliminary Report, Sept. 30, 2026, s. A, pp. 1–2.

William H. Buck, the company's sole remaining director and officer, engaged Dickinson Wright LLP to commence arbitration proceedings under the Arbitration Act. The Notice of Arbitration, delivered to Oxford on December 20, 2024, claims damages for breach of contract, unjust enrichment and intentional interference with economic relations arising from the termination, and seeks, among other things, $15 million for breach of contract and other related costs and interest. Oxford delivered a statement of defence and counterclaim, and its counterclaim is for $8,765,330, per the Trustee's Preliminary Report, Sept. 30, 2026, s. A, p. 2, and s. B, p. 3. Then, on July 10, 2026, TCA issued a statement of claim against Oxford "and various other parties" for $25 million in general damages, $5 million in special damages and other damages, "relating to the termination and alleged diversion of TCA's prepaid card programs," per the Trustee's Preliminary Report, Sept. 30, 2026, s. B, p. 3. The report does not name the other defendants or the court in which the claim was issued.

No pleading of Oxford's is in the record read for this piece, and its side of the dispute appears there only as the trustee's report describes it: a termination for operating and audit defaults, and the counterclaim. Under contingent claims, the trustee notes that the company is subject to the Oxford counterclaim, that the claim's ultimate quantum, if any, "is presently undetermined," and that "preliminary documentation has been provided to the Trustee indicating that internal financial reporting may have previously logged these specific funds as a 'Return of Overfunding'." The report does not say who provided that documentation or whose financial reporting it was, per the Trustee's Preliminary Report, Sept. 30, 2026, s. E, p. 4.

A lawsuit on the asset side

Mr. Buck signed the company's statement of affairs on September 14. Of the two assets it lists, cash on hand and in bank is entered at $1.00 (the trustee's report calls it "cash in bank of an unknown value"), and "Law Suite [sic] - OPGI Management Limited Partnership" is entered as other personal property at an estimated realizable value of $20,000,000.00, for total assets of $20,000,001.00, per the Statement of Affairs (Form 78), Sept. 14, 2026, in Notice to Creditors, Sept. 18, 2026, pp. 4–5 and the Trustee's Preliminary Report, Sept. 30, 2026, s. B, p. 2. Against that the statement sets liabilities of $17,313,373.25, of which $10,191,422.72 is secured and $7,121,950.53 unsecured, with nothing entered for preferred or contingent claims.