Turna's Petroleum: the assignment that put CRA's HST behind RBC

The self-service Esso at 40 Arthur Street West in Thornbury sits on 22,163 square feet, or 0.51 acres, and had a Pizza Pizza counter inside the convenience store. When The Fuller Landau Group Inc. took it over in March 2025 it looked at the historical sales volumes and margins, weighed the supervisory cost of running a fuel retailer through a receivership, and decided against it: "it did not appear to the Receiver that the operation of the Gas Station would be profitable during the Receivership Proceeding," the receiver told the court, per the First Report of the Receiver, Jan. 21, 2026, paras. 7, 12. A property manager made site visits, a perimeter fence went up for security, and the station stayed closed, per the First Report of the Receiver, Jan. 21, 2026, para. 10(o).

Holding the closed station until it sold cost the estate $15,664.40 in insurance, $12,704.35 in utilities, $8,435.00 in security patrols and $2,443.75 in maintenance, landscaping and snow removal. On September 18, 2026 the receiver filed a motion record returnable October 2 asking the Superior Court to approve its second report, to approve its fees and its final statement of receipts and disbursements, and to discharge it on the filing of a certificate, per the Notice of Motion, Sept. 18, 2026, p. 2 and the Second Report of the Receiver, Sept. 16, 2026, App. "F".

A term loan that matured and was not renewed

Under a credit agreement dated April 5, 2021, Royal Bank of Canada advanced R & N Turna Holdings Incorporated a non-revolving term loan of $3,418,000.00, secured by a general security agreement and a first-ranking charge of $3,493,000.00 registered against the Thornbury property on April 22, 2021; the operating company, Turna's Petroleum Incorporated, had a $50,000.00 revolving demand facility and a $25,000.00 card, and each company guaranteed the other, as did the two directors, per the Affidavit of Manoj Davé, Feb. 5, 2025, paras. 7–11. The term loan matured on July 31, 2024 and was not renewed.

The bank's account of what went wrong is in the same affidavit. The accounts went to Special Loans in March 2024 over account excesses, late financial reporting and covenant breaches; the principal told the bank through the summer and autumn of 2024 that a private refinancing was coming, and it did not come; the bank demanded repayment by letters of October 17, 2024, enclosing notices of intention to enforce security. By November 2024 it had also learned that the companies were in arrears of $168,313.24 on HST and source deductions, that they had opened accounts at another bank in breach of the credit facilities, and that the personal guarantors' primary residence had been transferred out of their names in May 2024, per the Affidavit of Manoj Davé, Feb. 5, 2025, paras. 17–29, 32. As at January 16, 2025 the bank put the debt at $3,035,895.71 from Holdings and $40,183.12 from Petroleum.

One paragraph of that affidavit anticipated the asset itself. "Given the use of the Property as a fuel station, there is a possibility of the presence of environmental contaminants, including the presence of petroleum hydrocarbon, in amounts that exceeds the Ontario's Ministry of Environment, Conservation and Park standards," the deponent swore, adding that he understood from the bank's counsel that a receiver dealing with the property would be shielded by s. 14.06(2) of the Bankruptcy and Insolvency Act, per the Affidavit of Manoj Davé, Feb. 5, 2025, paras. 38–39. Justice Gorman appointed Fuller Landau receiver on March 21, 2025 under s. 243(1) of the BIA and s. 101 of the Courts of Justice Act, per the Order (Appointing Receiver), Mar. 21, 2025, para. 2. One of the receiver's first steps was to commission an updated Phase I and Phase II environmental site assessment; the Phase II report cost the estate $25,660.00, per the Second Report of the Receiver, Sept. 16, 2026, App. "F".

An unpriced listing and a fourth offer that arrived late

Three brokerages with gas-station experience were asked for listing proposals, each with an opinion of value both with and without continuing gas station operations. Avison Young Commercial Real Estate Services, LP got the mandate on September 5, 2025 and went to market on September 8 on an unpriced basis, on MLS and through bi-weekly email blasts to more than 3,600 prospective purchasers and agents. Thirty parties signed a non-disclosure agreement and entered the data room. By the November 3 offer review date, three offers were in, per the First Report of the Receiver, Jan. 21, 2026, paras. 13–19.

The receiver asked Avison to give the top offeror, 14351011 Canada Inc., a chance to improve its price, raise its deposit and show it could close — and while that negotiation was under way, a fourth party turned up with a slightly higher offer. The receiver set both of them a deadline of 1:00 p.m. on November 13, 2025 to produce evidence of financing or ability to close. "Ultimately, the late offeror did not deliver any evidence of financing or ability to close," and the receiver accepted the original bidder's offer, executing the agreement of purchase and sale on November 25, 2025, per the First Report of the Receiver, Jan. 21, 2026, paras. 20–23. The sale was as is, where is, and the purchaser took neither of the two contracts that made the site a business: the exclusive Esso-branded fuel supply agreement with Global Fuels Inc. dated November 1, 2017, and the Pizza Pizza Limited franchise agreement of July 7, 2022. The receiver disclaimed both, per the First Report of the Receiver, Jan. 21, 2026, paras. 25(f)–(g), 35–36.

The motion was unopposed and RBC supported it. "I have reviewed the First Report of the Receiver together with the confidential appendices appended thereto and find that the transaction for which approval is sought is in the best interest of all stakeholders of the debtor respondents," Justice A.K. Mitchell wrote, signing the approval and vesting order, the ancillary relief order and a sealing order over the confidential appendices in the drafts as provided, per the Endorsement of Justice A.K. Mitchell, Jan. 30, 2026, p. 2. Closing was set for the thirty-first day after the order, and the transaction closed on March 2, 2026, by which time Global Fuels, the Ontario Lottery and Gaming Corporation and others had been asked to take their equipment off the property, per the Second Report of the Receiver, Sept. 16, 2026, paras. 10(g), 11–12.