Winmar Fraser Valley: KPMG is receiver, and could find no books at the premises

On October 9, 2026, Justice Veenstra of the Supreme Court of British Columbia appointed KPMG Inc. receiver and manager, without security, of all the assets, undertakings and property of three numbered companies — 1317297 B.C. Ltd., 0929736 B.C. Ltd. doing business as Winmar Fraser Valley, and 1178592 B.C. Ltd. — including a strata lot in the New Westminster District that the first of them owns. The order was made under s. 243(1) of the Bankruptcy and Insolvency Act and s. 39 of the Law and Equity Act on National Bank of Canada's foreclosure petition, Vancouver Registry No. H-261160, after the court heard the bank's counsel "and no one else appearing, although duly served," per the Receivership Order, Oct. 9, 2026, p. 1 and para. 2 and the Petition to the Court, Sept. 9, 2026, Part 2, para. 2.

The petition, filed a month earlier, describes a property-restoration business that ran from that strata lot as a Winmar franchise until it stopped operating "in or around the summer of 2026." The bank pleads that it had received no payment on its mortgage loan, operating line or credit card since June 2026, no quarterly financial reporting from either borrower since March 2025, and no contact from either of the borrowers' two directors since February 2026. On July 17, 2026, it says, a National Bank representative went to the premises during usual business hours and found "the doors locked, the lights off, and the company's signage removed," per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 2, 13(b), 13(e), 19–20. Ten days after the appointment, KPMG's notice to the franchise company's creditors said the receiver "was not able to locate any books and records at the Company's premises," per the Notice and Statement of the Receiver (0929736 B.C. Ltd.), Oct. 19, 2026, para. 3(e).

A strata lot, a franchise and three facilities

The petition calls 1317297 B.C. Ltd. "Holdco": it is the registered owner of the strata lot and a borrower. The other borrower is 0929736 B.C. Ltd., "Opco", which ran the Winmar franchise. A third company, 1178592 B.C. Ltd., holds shares in Opco and guarantees both borrowers' obligations, and the two individual respondents are directors of Holdco and Opco and guarantors as well, per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 2–4. KPMG's notices give all three companies one address, A115 5525 272 Street in Langley, and describe their lines of business as "Local residential and commercial property restoration," "Holding real estate investments" and "Investment holdings," per the Notice and Statement of the Receiver (0929736 B.C. Ltd.), Oct. 19, 2026, para. 3(a)–(c), the Notice and Statement of the Receiver (1317297 B.C. Ltd.), Oct. 19, 2026, para. 3(a)–(c) and the Notice and Statement of the Receiver (1178592 B.C. Ltd.), Oct. 19, 2026, para. 3(a)–(c).

Under letter agreements dated October 2, 2024, the petition says, the bank advanced Holdco a mortgage loan of $7,515,000 and made available to Opco an operating line of credit with a $500,000 limit and a credit card with a $125,000 limit. The petition notes that National Bank amalgamated with Canadian Western Bank on March 1, 2025, and calls the lender National Bank throughout, per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 1, 5, 7. The security is dated October 11, 2024: a mortgage and assignment of rents over the strata lot, registered on November 1, 2024 and pleaded to be in first position; general security agreements from all three companies over their present and after-acquired personal property; and guarantees of both borrowers' debts from 1178592 B.C. Ltd. and both directors, and from each borrower for the other, each described as "an irrevocable, unconditional and unlimited guarantee," with the guarantors' own claims against the borrowers postponed to the bank's, per the Petition to the Court, Sept. 9, 2026, Part 1, paras. 1–12 and Part 2, para. 9.

What the bank pleads

The facts in this section are National Bank's, as its petition pleads them. The affidavit the order says the court read is not among the filings in the record, and no response to the petition from the companies or the directors is in the record.

Among the eight defaults the petition lists, Opco "has ceased to operate as a going concern," which the bank treats as a material adverse change for Opco and Holdco alike. Balances on the line and the card, the bank says, "regularly exceeded the stipulated limits," and "Both are currently in excess positions." It puts the property taxes owing as of September 8, 2026 at a principal amount of $38,578.86, with penalties of $3,857.74. The petition says the line has not revolved since June 2026 and that the borrowers breached their debt service coverage covenant, a ratio of not less than 1.25:1 tested annually, for fiscal 2025. The last default it lists concerns insurance: by the bank's account, the fire policy it had on file for the strata lot expired on April 8, 2026, and Holdco has not provided evidence that adequate coverage is in place. "If insurance for the Lands has lapsed, then that places National Bank's security at significant risk," the petition says, per the Petition to the Court, Sept. 9, 2026, Part 2, para. 13(a)–(h).

The bank's account of its dealings with the borrowers begins in December 2025, when it says it identified financial and reporting covenant breaches and wrote requiring them cured by April 2026. In February 2026, by the bank's account, one of the two directors confirmed liquidity issues, said that one option under consideration was a sale of the strata lot and a move of Opco's business to lower-cost premises, and asked that monthly loan payments be deferred or reduced to "interest-only." To consider the request, the bank says, it asked for interim financial statements and current receivables and payables information, and from March to June 2026 it followed up for those and for confirmation of an in-force fire insurance policy; the petition says those inquiries received no response, per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 17–19. By June, it says, both revolving facilities were over their limits, and the July 17 visit followed. The bank says it "subsequently learned that the Lands had been listed for sale and Opco's website had been suspended," per the Petition to the Court, Sept. 9, 2026, Part 2, para. 20. The petition says demand letters and notices of intention to enforce security went to the borrowers through counsel on August 17, 2026, with concurrent demands under the guarantees, per the Petition to the Court, Sept. 9, 2026, Part 2, para. 14.

Two further passages carry the bank's case for having lost confidence in management. The line of credit, it says, "consistently remained at or near the authorized credit limit" and "was instead effectively utilized as a permanent non-revolving debt facility" rather than revolving with day-to-day operations, which it gives as the facility's stated purpose. And it pleads that "[n]otwithstanding the companies' liquidity issues and deteriorating financial condition, and despite the assignments and postponements of debts due to them granted in favour of the Bank," the two directors "caused Opco to pay them $251,154 in management fees in fiscal 2025," per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 21–22. That is the bank's allegation, and no answer to it from the directors is in the record. The bank adds that it cannot verify whether the collateral behind the line of credit exists or remains collectible, whether GST and source deductions owed to the Canada Revenue Agency have been remitted, or whether strata fees have been paid, and is concerned "that potentially significant amounts may have accrued in priority to its Security," per the Petition to the Court, Sept. 9, 2026, Part 2, paras. 24–25.