1682 Victoria Park: the discharge order adds a bankruptcy by November 30

On November 10, Justice Koehnen of the Ontario Superior Court of Justice (Commercial List) signed the discharge order in the CCAA proceeding that Findev Lending Inc., a secured creditor, obtained for its borrower, 1682 Victoria Park Avenue Inc., in July, and it came back with a section the monitor's draft did not have. Under a new heading, "Bankruptcy of Residual Co.," paragraph 12 reads: "THIS COURT ORDERS Residual Co. to make an assignment in bankruptcy on or before November 30, 2026." In the draft that Albert Gelman Inc., the monitor, put at Tab 3 of its motion record, section G was "General," and no paragraph dealt with a bankruptcy, per the Discharge Order, Nov. 10, 2026, pp. 1, 5, para. 12 and the Motion Record of the Monitor, Nov. 3, 2026, Tab 3 (draft Discharge Order), paras. 11–13, pp. 338–339. Residual Co. is 1001740770 Ontario Inc., the company that took the debtor's excluded liabilities when Findev bought the debtor's shares by reverse vesting order, and the subject of the proceeding since that transaction closed on October 9, per the Third Report of the Monitor, Nov. 2, 2026, paras. 1–3.

The signed order also rewrites the certificate whose filing discharges the monitor. In the draft's form, the monitor would have certified that it had completed its mandate and that the proceedings "should, accordingly, be terminated." The form attached to the signed order splits that sentence in two and puts a new line between the halves: "Residual Co. has made an assignment in bankruptcy." The monitor's discharge and its release take effect on the filing of a certificate in that form, and the stay of proceedings runs until it is filed unless the court orders a later date, per the Discharge Order, Nov. 10, 2026, paras. 7, 10–11, Sch. A and the Motion Record of the Monitor, Nov. 3, 2026, Tab 3 (draft Discharge Order), Sch. A, p. 341. The monitor's motion was reported here on November 4.

Who was to make the assignment

Approving the reverse vesting order on September 15, Justice Myers wrote: "Creditors being stranded in a bankrupt new ResidueCo include the CRA for HST. Its priority will be reversed in a bankruptcy of the ResidueCo," per the Endorsement of Justice Myers, Sept. 15, 2026, para. 6. The monitor understood the debtor to owe the Canada Revenue Agency approximately $5,524,569.88 in HST arrears, per the Second Report of the Monitor, Sept. 10, 2026, para. 75. Under the approval order signed that day, from the filing of its closing certificate the monitor was "authorized and empowered, but not required" to cause Residual Co. to make an assignment, and "entitled but not obligated" to act as its trustee, per the Approval and Reverse Vesting Order, Sept. 15, 2026, para. 24(a), (j). The reasons parties give for a reverse vesting order, and what a bankruptcy or a CCAA does to the Crown's trust for unremitted GST/HST, were the subjects of two notes published here on September 23 and 24.

The monitor's estimate as at October 9 of what it and its counsel were owed took in further fees to administer that bankruptcy. Findev objected to paying for that work, the monitor reports, on the grounds that its principal is the sole shareholder, officer and director of Residual Co. and "would be responsible for addressing the bankruptcy of Residual Co." Given that Residual Co. has no assets as a result of the reverse vesting order, and that Findev's principal remains its sole director and officer and "is subject to the duties of a director and officer of Residual Co.," the monitor determined to remove the estimated fees of itself and its counsel for the prospective bankruptcy and to end the proceeding and its mandate "without taking any steps to cause or administer the bankruptcy of Residual Co." It took $39,550 off its own estimated fees and $15,000 off those of Paliare Roland Rosenberg Rothstein LLP, its insolvency counsel, per the Third Report of the Monitor, Nov. 2, 2026, paras. 27–31 and the Factum of the Monitor, Nov. 4, 2026, paras. 21–23.

The factum also told the court who the monitor expected to make the assignment. Among its reasons why the relief it sought was appropriate, the monitor said it "understands" that Findev's principal "intends to cause Residual Co. to make a voluntary assignment in bankruptcy, meaning there is no further role for the Monitor in this insolvency proceeding," per the Factum of the Monitor, Nov. 4, 2026, para. 36(c). Its report set the September endorsement beside its proposal and gave its view that terminating the CCAA without a bankruptcy "does not prejudice the creditors of Residual Co.," because Residual Co. has no assets other than cash to be applied to the fees and disbursements of the monitor and its counsel, and no funds will be available to its unsecured creditors "whether in these CCAA Proceedings or in a bankruptcy," per the Third Report of the Monitor, Nov. 2, 2026, paras. 24, 33.