The Manderley: a sealed price list rewritten for Ontario's HST rebate

The Manderley rises eleven storeys at Kingston Road and Manderley Drive, in Toronto's Birch Cliff neighbourhood, and it was finished this spring: substantial completion on April 28, 2026, the certificate published on May 5, per the Affidavit of Jane Taylor, June 16, 2026, paras. 7–8. Of its 194 suites, 70 remain unsold, with 34 parking spots, 28 lockers and 23 combined parking spots and lockers. Forty-seven of those suites had buyers who signed agreements of purchase and sale and then failed to close, per the First Report of the Receiver, July 8, 2026, para. 2.1.3.

The lowest price at which each of those units may be sold without a return to court sits in a sealed schedule. On September 3 the court substituted a third version of it, because the form of sale agreement it had approved in August and the prices it had sealed alongside were computed on different tax assumptions. The receiver's worked example is a suite that nets $500,000: its sealed target price was $541,000, while the approved agreement would have recorded the same sale at $500,000, below the floor, per the Third Supplement to the First Report, Aug. 28, 2026, paras. 3.0.1–3.0.3.

The receiver is AlixPartners Restructuring, Inc., "formerly KSV" in the words of its counsel's Factum of the Receiver (Sale Approval), July 14, 2026, para. 35. Justice F.L. Myers of the Ontario Superior Court of Justice (Commercial List) appointed it receiver and manager on June 23, 2026, under s. 243(1) of the Bankruptcy and Insolvency Act and s. 101 of the Courts of Justice Act, on the application of United Overseas Bank Limited, per the Receivership Order, June 23, 2026, para. 2. The debtors are Nova Ridge (Manderley) Limited Partnership, the registered owner of every unsold unit, and its general partner, Nova Ridge (Manderley) GP Corp., per the First Report of the Receiver, July 8, 2026, paras. 2.0.1–2.0.2.

The lender's account of how the building got here

UOB, as agent for itself and Laurentian Bank of Canada, made available a construction facility of up to $79,916,000 and a letter-of-credit facility of up to $2,500,000, both maturing January 31, 2026; UOB alone provided a mezzanine facility of up to $9,050,000 that matured February 28. On June 8 the construction debt stood at approximately $21,123,337, the letter-of-credit obligations at $605,737 and the mezzanine loan at $8,913,611, each before fees, costs and accruing interest. A forbearance ran from February 1 to April 17 on conditions that included paying interest as it accrued; the debtors breached it by failing to pay that interest and the lenders' costs, the receiver reports, and demands and notices under s. 244 of the BIA followed on April 21, per the First Report of the Receiver, July 8, 2026, paras. 2.2.1–2.3.2.

The record's explanation for the slow sales is the bank's: "Due to the challenging conditions in the residential condominium market, the pace of sales of units by the Debtors has slowed significantly over the past year," deposed Jane Taylor, UOB's country manager for Canada. By April 30, she said, the debtors had about $3.3 million of unpaid trade payables, and liens had begun to register against title, per the Affidavit of Jane Taylor, June 16, 2026, paras. 41–43. When the 60-day window closed on July 4, eleven registrations totalled $11,357,528, the largest $8,401,086 from the general contractor, Wilkinson Manderley Inc., whose claim, the receiver notes, may take in some of the others, per the First Report of the Receiver, July 8, 2026, para. 6.0.1 and n. 2.

The affidavit also records that the debtors had asked the lenders to let them remit HST collected on April's closings from the project account at UOB; the lenders replied that they were enforcing a right to set off the funds in that account against the construction debt, and said they expected a receiver to seek a bankruptcy order "to reverse HST arrears," which Ms. Taylor put in excess of $230,000, per the Affidavit of Jane Taylor, June 16, 2026, para. 51. No one opposed the appointment, and Justice Myers wrote: "There is a need for a bankruptcy to impose the federal order of priorities on this insolvent debtor." He let UOB keep receiving interest, since it "likely has priority over all but holdbacks" (he made no finding yet that its security was valid), but not by drawing on the receiver's borrowing charge: "A creditor is not entitled to increase the priority of its claim in that way," per the Endorsement of Justice Myers, June 23, 2026, paras. 1–5. The order caps that borrowing at $500,000 and directs the receiver to assign the debtors into bankruptcy at a time settled with UOB's consent, per the Receivership Order, June 23, 2026, paras. 20, 24.

Seventy sales without seventy motions

The receiver's plan, filed July 8, kept the brokerage the developer had used. Milborne Real Estate Inc. would sell with the same team, for 1% of each sale price net of HST, another 0.25% on every sale in a month of ten or more, and 0.15% of total revenue if the lenders were repaid in full before the listing expires on April 30, 2027. Any sale at or above the sealed target prices would close without a motion, the approval and vesting order issued by the registrar on the receiver's certificate, unless it was an en bloc sale, defined as five or more units with aggregate target prices above $2 million. The target prices were subject to adjustments that needed the lenders' approval beyond a set percentage. The receiver intended to close, as soon as practicable, as many as four sales that had been in progress at its appointment and could not close once the liens registered, each at or above its target price, and it expected the whole process to take eight to ten months, per the First Report of the Receiver, July 8, 2026, paras. 3.1.4, 3.2.1–3.2.5, 3.4.1–3.4.5.

Justice Myers heard the motion on July 16. He approved the broker and called the process fair and reasonable: "Selling residential condominium units to the public does not take a highly specialized process with sharply defined stages and aggressive time limits." En bloc sales worried him, because a sub-market for units "may also be removing the potential for profit from the Receiver and giving it to the en bloc purchasers," and creditors behind UOB were entitled to a value-maximizing process; any sale of more than one unit would need approval, per his endorsement in the Supplement to the First Report, July 24, 2026, App. "A", Endorsement of Justice Myers, paras. 2–5.

On single-unit sales he wrote at greater length: "I am content to eliminate the need for court approval for 70 virtually identical unit sales on terms that are known in advance to be acceptable and prudent. But that is not what is proposed." As he read it, the proposal paired sealed floor prices with UOB's authority to lower any of them and left each sale's terms to the receiver. In the cases the receiver cited, he wrote, the court had also approved a template agreement of purchase and sale; without one, and without defined terms, the order "would amount to an impermissible delegation of the judicial authority to make vesting orders provided in s. 100 of the Courts of Justice Act." The process could not give one creditor unlimited authority over the target prices. "Neither can it leave to the Receiver an unfettered discretion as to the terms of sale," per the Supplement to the First Report, July 24, 2026, App. "A", Endorsement of Justice Myers, paras. 6–11. He accepted that the price list should stay sealed until the sales were done, reasoning that buyers who knew the acceptable prices would bid to them: "Bidding will certainly be focused on the target prices and below." Because the lien claimants had not appeared, he directed that the service list be given a chance to comment on the revised drafts, per the Supplement to the First Report, July 24, 2026, App. "A", Endorsement of Justice Myers, paras. 12, 15–16.