Court File No. CV-19-00622278-00CL ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) BETWEEN: VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC. Applicants - and - IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM Respondents APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYAND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S.0.1990, C. C.43, AS AMENDED RESPONDING AND CROSS-MOTION RECORD OF THE RECEIVER (returnable October 3, 2019) September 27, 2019 AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 Steven L. Graff (LSO # 31871V) Tel: (416) 865-7726 Fax:(416)863-1515 Email: [email protected]Ian Aversa (LSUC # 55449N) Tel: (416) 865-3082 Fax:(416) 863-1515 Email: [email protected]Jeremy Nemers (LSUC # 66410Q) Tel: (416) 865-7724 Fax:(416) 863-1515 Email: [email protected]Lawyers for the Receiver
Transcript
Court File No. CV-19-00622278-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAMRespondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.0.1990, C. C.43, AS AMENDED
RESPONDING AND CROSS-MOTION RECORD OF THE RECEIVER
(returnable October 3, 2019)
September 27, 2019 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9
Steven L. Graff (LSO # 31871V)Tel: (416) 865-7726 Fax:(416)863-1515 Email: [email protected]
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.0.1990, C. C.43, AS AMENDED
TABLE OF CONTENTS
Notice of Cross-Motion
TAB NO.
1
Draft Order 2
First Report of the Receiver dated September 27, 2019 3
Appendices
Parcel pages for the Real Property A
Endorsement of The Honourable Mr. Justice McEwen made June 27, 2019,Endorsement of The Honourable Madam Justice Dietrich made August 1, 2019 and Consent Appointment Order made August 1, 2019
B
-2- 12Emails between the Receiver and Friedmans dated August 16, 2019 C
Email from Friedmans to the Applicants’ counsel dated August 16, 2019 D
Emails between the Receiver’s counsel and Friedmans dated August 19, 2019 E
Emails between the Receiver’s counsel and Friedmans dated August 19 and 20, 2019, F including a list of requested Records
Letter from the Receiver’s counsel to Friedmans (without enclosures) and Gemail from Friedmans to the Receiver’s counsel, both dated August 23, 2019
Receiver’s Analysis dated August 27, 2019 H
Follow-up emails from the Receiver’s counsel to Friedmans dated August 27, 2019 I
Email from Friedmans to the Receiver’s counsel dated August 28, 2019 J
Letter from Friedmans to the Receiver’s counsel dated September 4, 2019 K
Letter from the Receiver’s counsel to Friedmans (without enclosures) Ldated September 5, 2019
Letter from Friedmans to the Receiver’s counsel dated September 5, 2019 M
Letter from the Receiver’s counsel to Friedmans (without enclosures) Ndated September 6, 2019
Emails between Friedmans and the Receiver’s counsel dated September 6, 2019 Oand email from Friedmans to the Receiver’s counsel dated September 9, 2019
Endorsement of The Honourable Mr. Justice McEwen made September 10, 2019 P
Emails between Friedmans and the Receiver’s counsel dated September 10, 2019 Q
Email from the Receiver’s counsel to Friedmans and Ducimus’ counsel Rdated September 12, 2019
Materials involving the City S
Statement of Claim T
Email from the Receiver’s counsel to Friedmans dated September 20, 2019 U
Friedmans Trust Account Breakdown (purchaser names redacted) V
-3-13
Consent from unsecured creditor dated September 16, 2019 W
Copy of $385,000 cheque X
Emails between Friedmans and the Receiver’s counsel dated September 24, 2019 Y
Photographs Z
Statutory Notices AA
Receiver’s sample invitation BB
Listing Agreement CC
Fee Affidavit of David Filice sworn September 25, 2019 DD
Fee Affidavit of Ian Aversa sworn September 26, 2019 EE
Confidential Appendices
June Ducimus Commitment Letter 1
August Ducimus Commitment Letter 2
Shajiraj’s mark-up to the August Ducimus Commitment Letter 3
Realtor Proposal Summary 4
TAB 1
Court File No. CV-19-00622278-OOCL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.0.1990, C. C.43, AS AMENDED
NOTICE OF CROSS-MOTION(returnable October 3, 2019)
The Fuller Landau Group Inc. (“FLG”), in its capacity as the Court-appointed receiver
(in such capacity, the “Receiver”), without security, of: (i) the real property known municipally
as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs
03208-3229 and 03208-3230 (the “Real Property”); and (ii) all the other assets, undertakings
and properties of Ideal (JS) Developments Inc. (the “Debtor”) acquired for, or used in relation to
a business carried on by the Debtor (together with the Real Property, the “Property”), will make
a cross-motion to a Judge presiding over the Commercial List on Thursday, October 3, 2019 at
10:00 a.m., or as soon after that time as the cross-motion can be heard, at 330 University
Avenue, Toronto, Ontario.
PROPOSED METHOD OF HEARING: The cross-motion is to be heard orally.
THE CROSS-MOTION IS FOR an Order, including, amongst other things:
2
15
(a) if necessary, abridging the time for service and filing of this notice of cross
motion and the corresponding responding and cross-motion record or, in the
alternative, dispensing with same;
(b) approving the First Report of the Receiver dated September 27, 2019 (the “First Report”) and approving the actions of the Receiver described therein;
(c) sealing the Confidential Appendices (as defined in the First Report) until further
order of this Court;
(d) approving the fees and disbursements of the Receiver and its counsel;
(e) approving the Sale Process (as defined and described in the First Report);
(f) approving the Listing Agreement (as defined in and attached to the First Report)
and ancillary relief in respect of same;
(g) dismissing the motion stylized as having been made by the Debtor, as set out in
the corresponding notice of motion dated September 24, 2019; and
(h) such further and other relief as counsel may advise and this Court may permit.
THE GROUNDS FOR THE CROSS-MOTION ARE:
(a) pursuant to an Order of The Honourable Madam Justice Dietrich of this Court
made August 1, 2019 (the “Consent Appointment Order”), FLG was appointed,
on consent, as the Receiver, effective August 16, 2019 at 5 p.m. (Toronto time)
(the “Effective Time”);
(b) as set out in the Consent Appointment Order, the Consent Appointment Order did
not become effective until the Effective Time in order to give the Debtor and its
principal additional time to pay to the Applicants all amounts claimed under the
notice of application in the within proceeding, including, without limitation, all
costs, fees, taxes and interest (collectively, the “Applicants’ Indebtedness”);
3 18(c) none of the Applicants’ Indebtedness was paid by the Effective Time;
(d) since the Effective Time, the Debtor’s principal, Mr. Shajiraj Nadarajalingam
(“Shajiraj”), has repeatedly advised through his counsel, Friedman Law
Professional Corporation (“Friedmans”), that a refinancing is imminent, but has
not produced evidence of there being sufficient funds to satisfy the Debtor’s debts
known to the Receiver;
(e) since the Effective Time, Shajiraj has also failed to produce to the Receiver
certain material Records (as defined in the Consent Appointment Order) in a
timely manner, or, in certain cases, at all, as set out in more detail in the First
Report;
(f) notwithstanding Shajiraj’s failure to produce such evidence and such Records,
Friedmans advised the Receiver on Friday, September 6, 2019 that it would be
scheduling a 9:30 Court attendance on Tuesday, September 10, 2019 “/or
directions so that we can lift the stay and suspend the Receivership for the
purpose of allowing [the Debtor] to sign the security documents in order to be
permitted to redeem the first mortgage and discharge the receivership']
(g) on September 10, 2019, The Honourable Mr. Justice McEwen did not grant any
relief and scheduled Shajiraj’s motion for October 3, 2019. The date was selected
to ensure that Shajiraj/Friedmans had sufficient time to prepare and serve a
motion record on proper notice to the Receiver, its counsel and all affected
stakeholders, detailing the specific relief being sought and the evidentiary basis
for same;
(h) Shajiraj’s affidavit, sworn September 24, 2019 in support of the motion, is
deficient in that, amongst other things, it still does not produce evidence of there
being sufficient funds to satisfy the Debtor’s debts and it still does not contain
certain essential previously-requested Records, all of which is addressed in detail
4 17in the First Report, together with the Receiver’s concerns regarding these and
related issues;
(i) to the best of the Receiver’s knowledge based on the material made available to
the Receiver, the Property consists, in substance, of the Real Property, which
itself consists of raw land for development;
(j) the Real Property is, amongst other things:
(i) subject to the Receiver’s Charge and the Receiver’s Borrowings Charge
(as both terms are defined in the Consent Appointment Order);
(ii) subject to a registered mortgage in favour of the Applicants in the
registered principal amount of $15,250,000, in respect of which the
Receiver understands that $16,370,250.75 was outstanding as of
September 10, 2019;
(iii) subject to a second registered mortgage in favour of Amercan Corporation
in the registered principal amount of $5,750,000;
(iv) subject to certain registrations in favour of The Corporation of the City of
Richmond Hill; and
(v) the subject of certain unit purchase agreements for the planned
development, which unit purchase agreements are not registered on title;
(k) pursuant to the Consent Appointment Order, the Receiver is authorized to,
amongst other things:
(i) market the Property, including advertising and soliciting offers in respect
of the Property and negotiating such terms and conditions of sale as the
Receiver, in its discretion, deems appropriate; and
5 18(ii) sell, convey, transfer, lease or assign the Property out of the ordinary
course of business, with the approval of this Court in respect of any
transaction exceeding $50,000 (provided that the aggregate consideration
for all such transactions does not exceed $100,000);
(l) the Receiver has filed the First Report with the Court;
(m) the proposed Sale Process and accompanying Listing Agreement are fair and
reasonable at this time, are designed to maximize creditor and stakeholder value
through broad marketing to prospective purchasers and are addressed in more
detail in the First Report;
(n) the Confidential Appendices contain certain limited information of a sensitive
commercial nature, which, in the Receiver’s view, should not be made public
until such time as the Property has been monetized;
(o) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses
in their capacity as Receiver and counsel thereto, respectively, which fees and
expenses require the approval of this Court pursuant to the Consent Appointment
Order;
(p) the Consent Appointment Order authorizes the Receiver to pass its accounts from
time to time, and to include any necessary solicitor fees and disbursements in the
passing of the accounts;
(q) the other grounds set out in the First Report;
(r) section 243 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as
amended;
(s) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;
(t) rules 1.04, 2.03, 3.02, 30 and 37 of the Rules of Civil Procedure, R.R.O. 1990,
Reg. 194, as amended; and
6 19(u) such further and other grounds as counsel may advise and this Court may permit.
2. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the
cross-motion:
(a) the First Report, inclusive of the fee affidavits filed on behalf of the Receiver and
its counsel; and
(b) such further and other material as counsel may submit and this Court may permit.
Date: September 27, 2019 AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9
Steven L. Graff (LSO # 31871V)Tel: (416) 865-7726 Fax: (416) 863-1515 Email: [email protected]
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED
FIRST REPORT OF THE COURT-APPOINTED RECEIVER
SEPTEMBER 27, 2019
Appendices
0C'-Vi 7
“A” - Parcel pages for the Real Property
“B” - Endorsement of The Honourable Mr. Justice McEwen made June 27, 2019,Endorsement of The Honourable Madam Justice Dietrich made August 1, 2019 and Consent Appointment Order made August 1, 2019
“C” - Emails between the Receiver and Friedmans dated August 16, 2019
“D” - Email from Friedmans to the Applicants’ counsel dated August 16, 2019
“E” - Emails between the Receiver’s counsel and Friedmans dated August 19, 2019
“F” - Emails between the Receiver’s counsel and Friedmans dated August 19 and 20,2019, including a list of requested Records
“G” - Letter from the Receiver’s counsel to Friedmans (without enclosures) and emailfrom Friedmans to the Receiver’s counsel, both dated August 23, 2019
“H” - Receiver’s Analysis dated August 27, 2019
“I” - Follow-up emails from the Receiver’s counsel to Friedmans dated August 27,2019
“J” - Email from Friedmans to the Receiver’s counsel dated August 28, 2019
“K” - Letter from Friedmans to the Receiver’s counsel dated September 4, 2019
“L” - Letter from the Receiver’s counsel to Friedmans (without enclosures) datedSeptember 5, 2019
“M” - Letter from Friedmans to the Receiver’s counsel dated September 5, 2019
“N” - Letter from the Receiver’s counsel to Friedmans (without enclosures) datedSeptember 6, 2019
“O” - Emails between Friedmans and the Receiver’s counsel dated September 6, 2019and email from Friedmans to the Receiver’s counsel dated September 9, 2019
“P” - Endorsement of The Honourable Mr. Justice McEwen made September 10, 2019
“Q” - Emails between Friedmans and the Receiver’s counsel dated September 10, 2019
“R” - Email from the Receiver’s counsel to Friedmans and Ducimus’ counsel datedSeptember 12, 2019
“S” - Materials involving the City
“T” - Statement of Claim
“U” - Email from the Receiver’s counsel to Friedmans dated September 20, 2019
“W” - Consent from unsecured creditor dated September 16, 2019
“X” - Copy of $385,000 cheque
“Y” - Emails between Friedmans and the Receiver’s counsel dated September 24, 2019
“Z” - Photographs
“AA” - Statutory Notices
“BB” - Receiver’s sample invitation
“CC” - Listing Agreement
“DD” - Fee Affidavit of David Filice sworn September 25, 2019
“EE” - Fee Affidavit of Ian Aversa sworn September 26, 2019
Confidential Appendices
“1” - June Ducimus Commitment Letter
“2” - August Ducimus Commitment Letter
“3” - Shajiraj’s mark-up to the August Ducimus Commitment Letter
“4” - Realtor Proposal Summary
129
INTRODUCTION
1. On consent, and pursuant to the Order of The Honourable Madam Justice Dietrich of the
Ontario Superior Court of Justice (Commercial List) (the “Court”) made August 1, 2019 (the
“Consent Appointment Order”), The Fuller Landau Group Inc. (“FLG”) was appointed receiver
(in such capacity, the “Receiver”), without security, of:
(a) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in
Richmond Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-
3230 (LT) (the “Real Property”); and
(b) all the other assets, undertakings and properties (together with the Real Property,
the “Property”) of Ideal (JS) Developments Inc. (the “Debtor”).
2. The purpose of this first report to Court of the Receiver (this “First Report”) is to:
(a) advise as to the activities of the Receiver, including, without limitation, the
interactions of the Receiver and its counsel with the Debtor’s principal, Shajiraj
Nadarajalingam (“Shajiraj”), and Shajiraj’s counsel, Friedman Law Professional
Corporation (“Friedmans”);
(b) recommend a proposed realization strategy in respect of the Property; and
(c) recommend that the Court issue an Order:
(i) approving this First Report and the actions of the Receiver described herein;
(ii) approving the proposed realization strategy;
2 30
(iii) sealing the Confidential Appendices (as defined below) until further Order
of the Court; and
(iv) approving the fees and disbursements of the Receiver and its counsel, Aird
& Berlis LLP.
3. The reader is cautioned that this First Report may not be appropriate for any other purpose.
The Receiver will not assume any responsibility or liability for losses incurred by the reader as a
result of the circulation, publication, reproduction or use of this First Report for any other purpose.
In preparing this First Report, the Receiver has been provided with limited information and has
relied on discussions and correspondence with Shajiraj, Friedmans, The Corporation of the City
of Richmond Hill (the “City”), counsel to the plaintiff in the Statement of Claim (as defined
below), the Identified Brokers (as defined below), TD Bank (as defined below), the Applicants (as
defined below) and the Applicants’ counsel (collectively, the “Information”). The Receiver has
not performed an audit or verification of the Information for accuracy, completeness or compliance
with Accounting Standards for Private Enterprises or International Financial Reporting Standards,
and the Receiver expresses no opinion, or other form of assurance, in respect of the Information.
BACKGROUND
4. The Consent Appointment Order was made on the application of Vector Financial Services
Limited and Downing Street Financial Inc. (the “Applicants”), pursuant to section 243(1) of the
Bankruptcy and Insolvency Act, R.S.C. 1985 c. B-3, as amended (the “BIA”) and section 101 of
the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the “CJA”).
5. The Receiver understands that the Real Property consists of raw land for development.
3
316. The Receiver also understands that, prior to its appointment, 37 or 38 of the 96 proposed
units had been sold pursuant to 37 or 38 unit purchase agreements, which unit purchase agreements
are not registered on title to the Real Property. The parcel pages for the Real Property are attached
as Appendix “A” to this First Report, which reflect, amongst other things:
(a) a charge in favour of the Applicants in the registered principal amount of
$ 15,250,000, in respect of which the Receiver understands from the Applicants that
atotal of $16,370,250.75 was outstanding as of September 10, 2019;
(b) a charge in favour of Amercan Corporation (“Amercan”) in the registered principal
amount of $5,750,000; and
(c) a restriction against the transfer or further charging of the Real Property without the
consent of the City, which restriction does not apply to the Receiver’s Charge (as
defined in the Consent Appointment Order), the Receiver’s Borrowings Charge (as
defined in the Consent Appointment Order) or the Receiver’s powers under the
Consent Appointment Order to sell, convey, transfer, lease or assign the Property.
7. The Receiver also understands that the Applicants’ application was initially opposed by
the Debtor and Shajiraj, such that a litigation timetable was assembled when the matter was first
returnable in Court on June 27, 2019. The timetable called for the matter to return to Court for a
two-hour substantive hearing on August 1, 2019. The Receiver understands that the Debtor and
Shajiraj consented to the Consent Appointment Order on August 1, 2019. The endorsement of
The Honourable Mr. Justice McEwen made June 27, 2019, the endorsement of The Honourable
Madam Justice Dietrich made August 1, 2019 and the Consent Appointment Order itself are
attached collectively as Appendix “B” to this First Report.
4
8. Pursuant to its terms, the Consent Appointment Order did not become effective until
Friday, August 16, 2019 at 5 p.m. (the “Effective Date”) so as to give the Debtor and Shajiraj a
further opportunity to pay all amounts owing under the Debtor’s loan to the Applicants.
9. The Receiver understands that no amount was paid by the Effective Date.
ACTIONS OF THE RECEIVER
Initial Interactions with Shajiraj and Friedmans
10. On the Effective Date, the Receiver wrote to Friedmans asking to be put in contact with
Shajiraj. As set out in the Receiver’s email, the Receiver wished to “set a time to meet on Monday
so that we can obtain the information we need to commence the receivership." In response,
Friedmans asked “Why do you want to speak with our client[?]” The Receiver replied that it
wanted to meet “to gather books and records as well as [to] get a status update on the state of the
purchase and sale agreements. As well, I would like to gain [Shajiraj’s] insight on a sale process
for the property." The email exchange is attached as Appendix “C” to this First Report.
11. Friedmans then wrote to the Applicants’ counsel, stating that “funding by Ducimus[I] will
take place by the end of next week and your client will be fully repaid' and asking whether the
Applicants would “agree to putting off the registration of the receivership order and making it
public for 1 additional week." Friedmans’ email is attached as Appendix “D” to this First Report.
12. At that point, the Receiver instructed its counsel to respond to Friedmans, which response
on Monday, August 19, 2019 contained the following substantive points:
1 Ducimus Capital Inc. (“Ducimus”).
533
(a) as a result of the effectiveness of the Consent Appointment Order, the Receiver was
now authorized to deal with the matters referenced therein;
(b) as such, any potential refinancing of the Real Property would need to involve the
Receiver, occur as part of this receivership proceeding and be responsive to more
than the Debtor’s debts to the Applicants;
(c) the Receiver was not inclined to delay the registration of the Consent Appointment
Order on title to the Real Property, given that, amongst other things, any potential
refinancing lender(s) need(s) to be aware of the receivership proceeding and the
Receiver’s appointment;
(d) the Receiver would be pleased to review any refinancing materials provided to it;
(e) in the interim, the Receiver would need to proceed with its mandate, by, as a start,
attempting to assemble the necessary Records (as defined in the Consent
Appointment Order) to, amongst other things, gain a better understanding of the
scope of the Debtor’s debts and to design a sale process for the Property; and
(f) repeating the Receiver’s request for a meeting with Shajiraj - either later that same
Monday (as originally proposed by the Receiver on the Friday) or the next day - to
commence the process of gathering Records and information.
13. Friedmans’ substantive response was that “it is inappropriate to cause our client to incur
additional and unnecessary costs.'" Friedmans reiterated its request “for a short delay until 5pm
August 26, 2019 before proceeding with the receiver’s mandate.’" This email exchange between
the Receiver’s counsel and Friedmans is attached as Appendix “E” to this First Report.
6
14. After a further request by the Receiver’s counsel, Friedmans advised that Shajiraj would
meet with the Receiver on Thursday, August 22. Given the delay between the Effective Date and
the meeting, the Receiver and its counsel requested that certain identified Records be provided
ahead of the meeting. The applicable email chain (including the list of requested Records) is
attached as Appendix “F” to this First Report.
15. No Records were provided by Shajiraj or Friedmans prior to the meeting.
16. At the meeting, certain Records were provided, but most of the Records were not provided.
Post-Meeting Interactions with Shajiraj and Friedmans
17. Attached collectively as Appendix “G” to this First Report is a letter from the Receiver’s
counsel to Friedmans (without enclosures), and an email from Friedmans to the Receiver’s
counsel, both dated the day after the meeting, summarizing the respective author’s views as to
(amongst other things) which Records had been provided, which Records remained outstanding
and the dates by which Shajiraj/Friedmans had committed to provide the outstanding Records.
Although not identical in content, the two lists of outstanding Records are largely similar.
18. Friedmans’ email also states that “Our client is now in the process of finalizing documents
under the Ducimus loan commitment for an advance of $17,850,000 ... We anticipate funding
under the Ducimus commitment to take place next week." One of the Records provided at the
meeting was a June 19, 2019 commitment letter from Ducimus for a gross loan amount of
$17,850,000 (the “June Ducimus Commitment Letter”), which date was prior to the issuance of
the receivership application. The June Ducimus Commitment Letter is attached as Confidential
Appendix “1” to this First Report.
or,<4^ O'
19. Friedmans then provided the Receiver’s counsel with an updated Ducimus commitment
letter dated August 26,2019 for a reduced gross loan amount of $17,255,180 (the “August Ducimus
Commitment Letter”), which is attached as Confidential Appendix “2” to this First Report.
20. The Receiver’s high-level concerns with the August Ducimus Commitment Letter,
including, most notably, calculations showing that there would be insufficient funds to satisfy the
Applicants (even without regard to the Receiver, its counsel or any other creditors), and that the
August Ducimus Commitment Letter was still drafted as if the Receiver had not been appointed,
are summarized in the email of August 27, 2019 from the Receiver’s counsel to Friedmans, which
is attached as Appendix “H” to this First Report (the “Receiver’s Analysis”).
21. Meanwhile, many material Records requested by the Receiver had still not been provided,
including, most notably, the Debtor’s bank account number(s) and associated banking information
(other than a vague reference to a presumed employee or agent of The Toronto-Dominion Bank
(“TD Bank”)), a statement containing the breakdown of monies held in trust by Friedmans for
unit purchaser deposits and the addresses for each of the 24 creditors listed in the Debtor’s
unsecured creditor listing. Follow-up emails in this regard from the Receiver’s counsel to
Friedmans dated August 27, 2019 are attached collectively as Appendix “I” to this First Report.
22. On August 28,2019, Friedmans advised that it was “waiting for instructions from our client
regarding providing a breakdown of deposits held in trust by our firm for unit purchasers. As
soon as we receive the instructions to provide same we will do so” Friedmans also continued to
advise that sufficient financing with Ducimus had been arranged (not addressing the concerns
reflected in the Receiver’s Analysis) and that funding was now “anticipated to occur by September
6, 2019.” The email is attached as Appendix “J” to this First Report.
7
8
23. The following additional letters were also exchanged, yielding no substantive progress:
(a) a letter from Friedmans to the Receiver’s counsel dated September 4, 2019, which
is attached as Appendix “K” to this First Report;
(b) a letter from the Receiver’s counsel to Friedmans dated September 5, 2019, which
is attached (without enclosures) as Appendix “L” to this First Report;
(c) a letter from Friedmans to the Receiver’s counsel dated September 5, 2019, which
is attached as Appendix “M” to this First Report. This letter also attached
Shajiraj’s hand-written changes to - and purported sign-back (for the Debtor) of -
the August Ducimus Commitment Letter, which mark-up is attached as
Confidential Appendix “3” to this First Report; and
(d) a letter from the Receiver’s counsel to Friedmans dated September 6, 2019, which
is attached (without enclosures) as Appendix “N” to this First Report.
24. During the evening of Friday, September 6, 2019, Friedmans advised the Receiver’s
counsel that Friedmans had instructions to proceed with a 9:30 Court attendance on Tuesday,
September 10, 2019 “for directions so that we can lift the stay and suspend the Receivership for
the purpose of allowing Ideal to sign the security documents in order to be permitted to redeem
the first mortgage and discharge the receiver ship.^ This email chain, and a later email identifying
the names of Ducimus’ counsel, are attached as Appendix “O” to this First Report.
The September 10, 2019 Court Attendance
25. During the 9:30 Court attendance on September 10, 2019 before The Honourable Mr.
Justice McEwen, Friedmans expressed its client’s desire to redeem the Applicants’ mortgage and
terminate the receivership, while the Receiver’s counsel expressed the Receiver’s concerns that:
(a) the Receiver had still not been provided with evidence demonstrating the
availability of sufficient funds to satisfy the debt owing to the Applicants (even
without regard to the Receiver, its counsel or any of the other creditors);
(b) the Receiver had still not been provided with certain essential Records from Shajiraj
or Friedmans (despite written commitments to provide same), including, most
notably, the Debtor’s bank account number(s) and associated banking information,
a statement containing the breakdown of monies held in trust by Friedmans for unit
purchaser deposits, the addresses for each of the 24 creditors listed in the Debtor’s
unsecured creditor listing, evidence of property tax currency/arrears and evidence
of currency/arrears vis-a-vis Canada Revenue Agency (“CRA”);
(c) based on the limited Records provided to the Receiver, none of the known
unsecured debt of $468,099.94 had been serviced in the 60 days prior to the
receivership, and none of this debt (other than approximately $15,000) had been
serviced in the 90 days prior to the receivership, such that, given the raw land status
of the Real Property (and no other substantive Property known to the Receiver), it
was unclear how unsecured creditors would be serviced in the ordinary course if
Shajiraj were to regain control of the Debtor without sufficient financing to satisfy
all creditors; and
(d) because of the failure to provide the essential Records to the Receiver, the Receiver
was not in a position to, amongst other things, assess what quantum would be
sufficient to satisfy all the Debtor’s creditors or ensure that such stakeholders had
proper notice (or notice at all) of the relief being proposed by Shajiraj/Friedmans.
937
10
26. A copy of His Honour’s endorsement is attached as Appendix “P” to this First Report. As
set out therein, His Honour did not grant any relief and scheduled Shajiraj’s motion for October 3,
2019. The date was selected to ensure that Shajiraj/Friedmans had sufficient time to prepare and
serve a motion record on proper notice to the Receiver, its counsel and all affected stakeholders,
detailing the specific relief being sought and the evidentiary basis for same.
Post-Court Attendance Developments
27. During the afternoon following the September 10 Court attendance, and as set out in the
communications attached as Appendix “Q” to this First Report:
(a) Friedmans asked for, and obtained from the Receiver’s counsel, template motion
materials used by debtors in past receivership refinancings, as well as confirmation
of the fees and disbursements incurred by the Receiver and its counsel as of the
previous morning and a similarly-dated payout statement from the Applicants; and
(b) the Receiver’s counsel reiterated its request for the outstanding Records.
28. Also during the afternoon following the September 10 Court attendance, the Receiver’s
counsel participated on a conference call with Friedmans and Ducimus’ counsel to discuss the
possible advancement of funds from Ducimus. As set out in the email attached as Appendix “R”
to this First Report, it was agreed that the Receiver’s counsel would be provided with:
(a) written confirmation as to the proposed net amount of the loan (net of fees, interest
reserves, etc.);
(b) a copy of the underlying commitment letter pursuant to which Ducimus would
propose to advance funds;
1100 o 3
(c) a copy of the City’s consent to the granting of any proposed encumbrances(s) over
the Real Property that would be required under Ducimus’ funding proposal; and
(d) any other materials that Ducimus and Friedmans wished to provide (including, for
greater certainty, proof of sufficient funds to satisfy any excess indebtedness not
covered by the proposed Ducimus loan).
29. Between the September 10 Court attendance and September 19,2019, Friedmans provided:
(a) on September 16, 2019, an updated Ducimus commitment letter dated September
12, 2019 for a further reduced gross loan amount of $16,888,120 (the “September
Ducimus Commitment Letter”), which is attached as Exhibit “C” to the Shajiraj
Affidavit (as defined below); and
(b) on September 18, 2019, a consent from the City of same date to the proposed
mortgage on the Real Property contemplated by the September Ducimus
Commitment Letter,2 together with certificates from the City dated August 28,
2019 reflecting property tax arrears of $5,331.77.3 These materials, together with
the City’s draft site plan agreement requiring the Debtor to pay and/or post in excess
of $700,000 in order to proceed with the development (which draft site plan
agreement was originally appended to the Debtor’s materials opposing the
receivership application), are attached collectively as Appendix “S” to this First
Report.
2 The consent from the City also confirms that “Nothing in the [cjonsent is intended to provide the Debtor with any rights to deal with the Real Property that conflict with the rights of the Receiver.”
3 Subject to additional interest and penalties imposed by the City.
1240
30. On September 20, 2019, the Receiver was contacted by counsel for a real estate agent, and
advised for the first time of a $385,000 claim against the Debtor and Shajiraj, alleging, amongst
other things, that the Debtor “did not hold [certain] deposit funds in trust but instead spent the
money for its own purposes.^ The deposit funds in question are alleged to be in relation to “Six of
the purchasers [who] decided not to proceed with their purchases,” such that the breach of trust
allegation appears to be separate from the current 37 or 38 unit purchase agreements. None of the
allegations in the claim have been proven in court. A copy of the statement of claim is attached
as Appendix “T” to this First Report (the “Statement of Claim”).
31. Immediately upon receipt of the Statement of Claim, and as set out in Appendix “U” to
this First Report, the Receiver’s counsel provided Friedmans with the Statement of Claim, asked
that Friedmans “please reply back with your client’s response to the allegations made in the
statement of claim” and reiterated the “previous requests to be provided with (amongst other
things): (i) a statement containing the breakdown of monies held in trust; (ii) the Debtor’s bank
account number(s) and associated banking information; and (Hi) a complete listing of all the
Debtor's creditors, inclusive of names, amounts and addresses.” In response, Friedmans:
(a) finally provided the breakdown of its trust account balance (the “Friedmans Trust
Account Breakdown”), which is attached as Appendix “V” to this First Report;
(b) advised that it had “requested our client’s banking information and will forward
same to you upon receipt’,”
(c) provided a consent dated September 16, 2019 from one unsecured creditor to
payment “on such date as [the Debtor] deems appropriate,” which consent is
attached as Appendix “W” to this First Report; and
13
41(d) advised that “Our client is obtaining copies of the consents from additional
unsecured creditors and will provide same together with an updated list of
creditors.'1'’
32. As of the date of this First Report, Friedmans has not provided the Receiver or its counsel
with a substantive response to the allegations in the Statement of Claim.
33. The Receiver has obtained from the plaintiffs counsel a copy of a $385,000 cheque from
the Debtor to the plaintiff, signed by Shajiraj on behalf of the Debtor, and dated January 10, 2019,
which the Statement of Claim alleges that the plaintiff has not been able to cash because of a
consistently-insufficient balance in the Debtor’s account. This signed cheque appears to be an
acknowledgement by the Debtor of an obligation owing to the plaintiff of $385,000; however, no
such creditor or corresponding amount was listed on the Debtor’s list of creditors originally
provided to the Receiver. A copy of the cheque is attached as Appendix “X” to this First Report.
34. The Receiver has performed a high-level reconciliation between the amounts stated on the
Friedmans Trust Account Breakdown and the deposit amounts reflected on 37 unit purchase
agreements, and the Receiver is not aware of any material discrepancies at this time. With respect
to the 38th unit purchase agreement in respect of which the Friedmans Trust Account Breakdown
reflects a nil balance, Friedmans advised the Receiver and its counsel on September 24, 2019 that
it understood from its client that the agreement “was cancelled within 10- cooling off period and
the deposit cheques were returned to the purchaser.'” The email exchange with Friedmans in this
regard is attached as Appendix “Y” to this First Report. As set out above, the allegations in the
Statement of Claim appear to be separate from the current 37 or 38 unit purchase agreements.
14
35. Prior to being served with Shajiraj’s motion record on September 24, 2019, Shajiraj and
Friedmans had still not provided the Receiver or its counsel with (amongst other things):
(a) written confirmation as to the proposed net amount of the Ducimus loan (net of
fees, interest reserves, etc.);
(b) evidence demonstrating the availability of sufficient funds to satisfy the debt owing
to the Applicants (there being an anticipated shortfall pursuant to the August
Ducimus Commitment Letter, which provided for a higher gross loan amount than
in the September Ducimus Commitment Letter);
(c) evidence demonstrating the availability of sufficient funds to satisfy the debt owing
to the Debtor’s other creditors (including the Receiver, its counsel, Amercan, the
plaintiff in the Statement of Claim and the Debtor’s unsecured creditors);
(d) the Debtor’s bank account number(s) and associated banking information;
(e) the addresses for any of the 24 creditors listed in the Debtor’s unsecured creditor
listing;
(f) evidence of currency/arrears vis-a-vis CRA; and
(g) a substantive response to the allegations in the Statement of Claim.
Other Actions of the Receiver (prior to receipt of Shajiraj’s motion record)
36. In accordance with paragraph 25 of the Consent Appointment Order, the Receiver has
established and maintained a case website since the Effective Date and in accordance with the E-
Service Protocol of the Commercial List, which case website is directly accessible at:
https://fullerllp.com/active engagements/ideal-is-developments-inc/ (the “Receiver’s Website”).
Loan amount (s. 5)Capitalization of lender fee (ss. 4(ii) and 6) Capitalization of broker fee (ss. 4(h) and 6) Capitaliation of lender's legal fees (ss. 4(iv) and 6) Capitalization of interest (ss. 4(v) and 5)‘Property taxes (s. 7)*Borrower's legal fees Loan Amount available(prior to lender's legal fees and borrower's legal fees)
Unknown to Receiver Unknown to Receiver Unknown to Receiver
15,813,263.43 15,822,119.43 16,329,000.23
Amount of Applicants' payout statement dated June 24, 2019Amount of Applicants'payout statement dated September 9, 2019 16,370,250.75 16,370,250.75Additional month (approximately) of compound interest 163,786.96Additional costs of Applicants since August 31, 2019 unknown to Receiver
Approximate amount required to satisfy Applicants 16,534,037.71 16,370,250.75(prior to Applicants' costs since August 31, 2019)(prior to the fees and disbursements of the Receiver and its counsel)
15,838,595.55
15,838,595.55
APPROXIMATE AVAILABILITY TO ADDRESS APPLICANTS ONLY (720,774.28) (548,131.32) 490,404.68(prior to lender's legal fees and borrower's legal fees)(prior to Applicants' costs since August 31, 2019)(prior to the fees and disbursements of the Receiver and its counsel)
‘Subject to additional interest/penalties imposed by the City'
CO
22
The Proposed Sale Process
46. Pursuant to the terms of the Consent Appointment Order, the Receiver is authorized to,
amongst other things:
(a) market the Property, including advertising and soliciting offers in respect of the
Property and negotiating such terms and conditions of sale as the Receiver in its
discretion may deem appropriate;
(b) sell, convey, transfer, lease or assign the Property out of the ordinary course of
business, with the approval of this Court in respect of any transaction involving the
Real Property; and
(c) engage consultants, agents, experts and others to assist with the exercise of the
Receiver’s powers and duties.
47. On September 3, 2019, the Receiver invited three national and reputable real estate brokers
(the “Identified Brokers”) to submit written proposals for real estate broker services for the
marketing and potential disposition of the Real Property (the “Realtor Proposals”). The
Identified Brokers were Cushman & Wakefield ULC (“C&W”), CBRE Limited and Colliers
International. As set out in the Receiver’s invitations, the Realtor Proposals were due on
September 13, 2019 (the “Realtor Proposal Deadline”). A copy of the Receiver’s template
invitation is attached as Appendix “BB” to this First Report.
48. All three Identified Brokers submitted Realtor Proposals by the Realtor Proposal Deadline.
49. As set out in the Receiver’s invitation for Realtor Proposals, the Receiver evaluated the
Realtor Proposals on the following criteria:
23
(a) overall disposition strategy and work plan, including marketing plan;
(b) experience with asset class and team experience;
(c) compensation structure; and
(d) other criteria as determined relevant by the Receiver.
50. A table providing the Receiver’s high-level summary of the Realtor Proposals is attached
as Confidential Appendix “4” to this First Report (the “Realtor Proposal Summary”).
51. As set out in the Realtor Proposal Summary, the submission by C&W differentiated itself
from the other two Realtor Proposals by reflecting:
(a) the lowest commission structure (1.4% of the purchase price, increasing to a total
of 2.25% in the event that a third-party broker represents the purchaser);
(b) the highest estimated gross sale proceeds for the Real Property; and
(c) the highest degree of optimism that the existing 37 or 38 unit purchase agreements
may not need to be disturbed.
52. C&W also confirmed that it had previously done appraisal work in respect of the Real
Property for the Debtor, but did not consider such previous work to constitute a conflict of interest
because (amongst other things) the division that had submitted the Realtor Proposal Summary and
that would carry-out the work therein operates completely separately from the division that had
previously done appraisal work in respect of the Real Property for the Debtor. C&W also
confirmed separate reporting structures, operating plans, file servers and physical locations within
the office as between the two divisions.
24
53. Subject to the approval of this Court, the Receiver intends to retain C&W as listing agent
for the Real Property, pursuant to the terms and conditions of the listing agreement attached as
Appendix “CC” to this First Report (the “Listing Agreement”). The Receiver recommends that
C&W be retained given the differentiating factors referenced above, together with C&W’s
experience selling undeveloped land in the Greater Toronto Area and the Applicants’ support for
C&W’s retention.
54. The Receiver’s recommended marketing and sale process (the “Sale Process”) is
summarized in the below table:
Summary of Sale Process
Milestone Description of Activities Timeline
Phase 1 - Underwriting
Due diligence > C&W to review all available documents concerning the Real Property, if any, including any environmental reports and planning and development reports.
Weeks 1-2
Finalize Marketing Materials > C&W, in consultation with the Receiver, to prepare a development summary.
> Seller to:
o populate an online data room;
o prepare a confidentiality agreement CCA");
o prepare a Confidential Information Memorandum ("CIM"); and
o prepare form of Purchase and Sale Agreement ("PSA").
Prospect Identification > Cushman to have pre-marketing discussions with targeted developers. Weeks 1 -2
25 5,
Phase 2 - Marketing
Stage 1 > Mass market introduction, including:
o offering summary and marketing materials printed;
o publication of the acquisition opportunity in The Globe and Mail (National Edition);
o personal introduction to target prospects;
o provjde detailed information to qualified prospects which sign the CA, including the CIM and access to the data room; and
o Cushman to facilitate all diligence by interested parties.
Weeks 3-7
Stage 2 > Personal introduction to target prospects:
o mass market introduction;
o CAs received; and
o access to online data room/CIM;
Weeks 3-7
Stage 3 o Prospective purchasers to submit PSAs or other proposals. End of Week 7
Phase 3 - Offer Review and Negotiations
> Proposal short listing.
> Subsequent Round Bids - Prospective purchasers may be asked to re-submit PSAs.
Week 8
Selection of Successful Bids > Select successful bidder and finalize definitive documents. Week 9
Sale Approval Motion and Closing > Receive Deposit. Week 10
> Motion for sale approval and close transaction. Week 10 +
55. Additional aspects of the proposed Sale Process include:
(a) the Real Property being marketed on an “as is, where is” basis;
26
(b) the Receiver having the right to reject any and all offers, including the highest and
best offer; and
(c) any transaction being subject to Court approval.
56. The Receiver recommends that the Court approve the proposed Listing Agreement and the
proposed Sale Process for the following reasons:
(a) the positive differentiating factors put forward by C&W relative to the other Realtor
Proposals, as discussed above;
(b) the proposed Sale Process is fair, open and transparent and is intended to canvass
the market broadly on an orderly basis in order to obtain the highest and best price
in a reasonable time period;
(c) the duration of the proposed Sale Process is sufficient to allow interested parties to
perform diligence and to submit offers. The Receiver will also have the right to
extend or amend timelines, as it considers necessary, to maximize value. Each
bidder will be provided with the same deadline to submit an offer;
(d) the shortcomings with Shajiraj’s motion, as discussed earlier in this First Report;
and
(e) the support of the Applicants.
27
FEES AND DISBURSEMENTS OF THE RECEIVER AND ITS COUNSEL
57, The Receiver and its legal counsel have maintained detailed records of their professional
time and costs.
5 8. Paragraph 18 of the Consent Appointment Order provides that the Receiver and its counsel
shall be paid their reasonable fees and disbursements. In addition, the Receiver and its counsel
were granted a first charge on all the Property as security for such fees and disbursements.
59. The fees and disbursements of the Receiver to and including September 20, 2019 amount
to $38,721,00, together with HST in the amount of $5,033.74, totalling $43,754.74. The time
spent by the Receiver is also described in the Affidavit of David Filice sworn September 25, 2019,
a copy of which is attached as Appendix “DD” to this First Report.
60. The legal fees and disbursements incurred by the Receiver’s counsel, Aird & Berlis LLP,
to and including September 25, 2019 amount to $98,202.44, together with HST in the amount of
$12,709.65, totalling $110,912.09. The time spent by the Receiver’s counsel is more particularly
described in the Affidavit of Ian Aversa sworn September 26, 2019, a copy of which is attached
as Appendix “EE” to this First Report.
61. The Receiver is of the view that its fees and disbursements and those of its counsel are fair
and reasonable, particularly given the challenging circumstances of this receivership proceeding.
The Receiver respectfully requests the approval of its fees and disbursements and those of its
counsel.
28ff r%OO
SEALING REQUEST
62. Each of Confidential Appendices “1” to and including “4” (collectively, the
“Confidential Appendices”) contains confidential information of a commercial nature, which
would likely jeopardize the value that could be generated from the Real Property if disclosed prior
to a transaction closing in respect of same. The Receiver therefore requests that the Confidential
Appendices be sealed subject to further Order of this Court.
REQUESTS FOR APPROVAL
63. The Receiver respectfully recommends and requests that this Court grant the relief as
requested at paragraph 2 of this First Report.
All of which is respectfully submitted this 27th day of September 2019.
The Fuller Landau Group Inc.in its capacity as Court-appointed Receiver of Ideal (JS) Developments Inc., and not in any other capacity
37257397.3
TAB A
PARCEL PEGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER
IP Ontario ServiceOntahoLANDREGISTRY OFFICE #65* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT
03208-3229 (LT)PREPARED FOR mcdonaldON 2019/08/19 AT 14:30:10
PAGE 1 OF 2
PROPERTY DESCRIPTION: BLOCK 1, PLAN 65M4637; SUBJECT TO AN EASEMENT AS IN YR2622073; SUBJECT TO AN EASEMENT AS IN YR2644669; SUBJECT TO AN EASEMENT IN GROSS AS IN YR28174 98; TOWN OF RICHMOND HILL
PROPERTY REMARKS: FOR THE PURPOSE OF THE QUALIFIER THE DATE OF REGISTRATION FOR ABSOLUTE TITLE IS 2016/12/05.ESTATE/QUALIFIER: RECENTLY: PIN CREATION DATE:FEE SIMPLE SUBDIVISION FROM 03208-3226 2019/04/04LT ABSOLUTE PLUSOWNERS’ NAMES CAPACITY SHAREIDEAL (JS) DEVELOPMENTS INC.
REG. HUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TOCERT/CHKD
** PRINTOUT. INCLUDES AL. DOCUMENT TYPES AND DELETED INSTRUMENT. ' SINCE 2019/04/04 **
**SUBJECT I O SUBSECTION 44(1) OF THE LAND T. TLES ACT, EXCEPT P. YRAGRAPHS 3 AND 14 AND *
1r PROVINCIAL SIJCCESSION DUTIES AND EXCEPT PARAGRAPH 1. AND ESCHEATS OR FORFEITURE **
* * TO THE CRONN UP TO THE DATE OF R, "GISTRATION WITH AN ABSOLUTE TITLE. **
NOTE: THE N O DEALINGS 11 JDICATOR IS IN EFFEC. p ON THIS PROPERTY
RH69583 1979/04/06 BYLAW CRE1 4ARKS: PLANN1NG ACT DEEMING NOT f LAN OF SUBDIVISION. AFFECTS ALL/PART VARIOUS LANDS (ADDED 9/6/98 BY J. SALTER DLR)
YR2622073 2017/02/07 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ROGERS COMMUNICATIONS INC. C
YR2623265 2017/02/08 CHARGE $5,750,000 IDEAL (JS) DEVELOPMENTS INC. AMERCAN CORPORATION C
YR264466S 2017/03/28 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ENBRIDGE GAS DISTRIBUTION INC. C
YR2681601 2017/06/07 CHARGE $15,250,000 IDEAL (JS) DEVELOPMENTS INC. VECTOR FINANCIAL SERVICES LIMITED CDOWNING STREET FINANCIAL INC.
YR2681602 2017/06/07 NO ASSGN RENT GEN IDEAL (JS) DEVELOPMENTS INC. VECTOR FINANCIAL SERVICES LIMITED cDOWNING STREET FINANCIAL INC.
reI JARKS: YR2681 601
YR2681611 2017/06/07 POSTPONEMENT AMERCAN CORPORATION VECTOR FINANCIAL SERVICES LIMITED cDOWNING STREET FINANCIAL INC.
REi JARKS: YR2623 265 TO YR2681601 AND YR2 681602
YR2817498 2018/04/18 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ALECTRA UTILITIES CORPORATION c
NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP.
PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER
lf*>.^ Ontario ServiceOntario REGISTRY
OFFICE #65* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT *
LAND PAGE 2 OF 2
03208-3229 (LT)PREPARED FOR mcdonald ON 2019/08/19 AT 14:30:10
REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TOCERT/CHKD
YR2817500 2018/04/18 POSTPONEMENT VECTOR FINANCIAL SERVICES LIMITED ALECTRA UTILITIES CORPORATION CDOWNING STREET FINANCIAL INC.
R£l4ARKS: YR2681 601, YR2681602 & YR2 681611 TO YR281 749i
YR28]7501 2018/04/18 RESTRICTION-LAND IDEAL (J$) DEVELOPMENTS INC. CRE1 tARKS: NO TRA NSFER OR CHARGE 5HA1 L BE REGISTERED WI1 HOUT THE CONSENT OF THE COMMISSIONER OF PLANNING & REGULATORY S ERVICES OR CHIEF ADMINISTRATIVE
OF. 'ICER OFTHE C ORPORATION OF THE TC WN OF RICHMOND HIL1
YR2817502 2018/04/18 POSTPONEMENT AMERCAN CORPORATION THE CORPORATION OF THE TOWN OF RICHMOND HILL creI 1ARKS: YR2623 265 TO YR2817501
YR2817503 2018/04/18 POSTPONEMENT VECTOR FINANCIAL SERVICES LIMITED THE CORPORATION OF THE TOWN OF RICHMOND HILL cDOWNING STREET FINANCIAL INC.
REI IARKS: YR2681 601, YR2 681602 & YR2 681611 TO YR2817501
YR2849828 2018/07/16 BYLAW THE CORPORATION OF THE TOWN OF RICHMOND HILL cREI iARKS: BY-LAh 88-18 - A BY-LAW TO ASSIGN NAMES TO C£ RTAIN PRIVATE ROADS
65M4637 2019/04/04 PLAN SUBDIVISION c
YR29974 35 2019/08/19 APL COURT ORDER ONTARIO SUPERIOR COURT OF JUSTICE THE FULLER LANDAU GROUP INC.
NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP.
ClOO
PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIERs
CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANTPROPERTY DESCRIPTION: PART LOTS B & C, PLAN 1916 DESIGNATED AS PART 3, PLAN 65R-37587; SUBJECT TO AN EASEMENT AS IN YR2622073; SUBJECT TO AN EASEMENT AS IN YR2644669;
SUBJECT TO AN EASEMENT IN GROSS AS IN YR2817498; TOWN OF RICHMOND HILL
PROPERTY REMARKS:ESTATE/QUALIFIER:FEE SIMPLE LT ABSOLUTE PLUSOWNERS’ NAMESIDEAL (JS) DEVELOPMENTS INC.
FOR THE PURPOSE OF THE QUALIFIER THE DATE OF REGISTRATION FOR ABSOLUTE TITLE IS 2016/12/05- RECENTLY:DIVISION FROM 03208-3226
CAPACITY SHARE
PIN CREATION DATE:2019/04/04
REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO CERT/CHKD
** PRINTOU1 INCLUDES AL. DOCUMENT TYPES AND DELETED INSTRUMENT. * SINCE 2019/04/04 **
**SUBJECT 1 0 SUBSECTION 44(1) OF THE LAND T. rTLES ACT, EXCEPT P. \RAGRAPHS 3 AND 14 AND *
* * PROVINCIAL SIICCESSION DUTIES AND EXCEPT PARAGRAPH 1. AND ESCHEATS OR FORFEITURE **
-* TO THE CROWN UP TO THE DATE OF Ri 'GISTRATION WITH AN ABSOLUTE TITLE. **
NOTE: THE A 0 DEALINGS II 1DICATOR IS IN EFFEC. ' ON THIS PROPERTY
RH69583 1979/04/06 BYLAW CRFi 1ARKS: PLANN1 NG ACT DEEMING NOT I LAN OF SUBDIVISION. AFFECTS ALL/PART VARIOUS LANDS (ADDED 9/6/98 BY J. SALTER DLR)
YR2249795 2015/01/29 TRANSFER $3,350,000 DORMER INC. IDEAL (JS) DEVELOPMENTS INC. CRE1 1ARKS: PLANNI NG ACT STATEMENTS. 1 OT C
YR2249796 2015/01/29 TRANSFER $3,350,000 SEDIGHI, MAHMOOD IDEAL (JS) DEVELOPMENTS INC. cRE1 IARKS: PLANNI NG ACT STATEMENTS. I or b
YR2590776 2016/12/05 APL ABSOLUTE TITLE IDEAL (JS) DEVELOPMENTS INC. C
YR2622073 2017/02/07 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ROGERS COMMUNICATIONS INC. c
YR2623265 2017/02/08 CHARGE $5,750,000 IDEAL (JS) DEVELOPMENTS INC. AMERCAN CORPORATION c
YR2644669 2017/03/28 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ENBRIDGE GAS DISTRIBUTION INC. c
YR2681601 2017/06/07 CHARGE $15,250,000 IDEAL (JS) DEVELOPMENTS INC. VECTOR FINANCIAL SERVICES LIMITED cDOWNING STREET FINANCIAL INC.
YR2681602 2017/06/07 NO ASSGN RENT GEN IDEAL (JS) DEVELOPMENTS INC. VECTOR FINANCIAL SERVICES LIMITED cDOWNING STREET FINANCIAL INC.
REl IARKS: YR2681 601
YR2681611 2017/06/01 POSTPONEMENT AMERCAN CORPORATION VECTOR FINANCIAL SERVICES LIMITED cNOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP.
CDO
PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER
t*' Ontario ServiceOntarioLANDREGISTRY OFFICE #65* CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT
03208-3230 (LT)
PAGE 2 OF 2PREPARED FOR mcdonaldON 2019/08/19 AT 14:30:46
KEG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TOCERT/CHKD
DOWNING STREET FINANCIAL INC.RE1 1ARKS: YR262j 265 TO YR2681601 ANL YR2681602
65R37587 2018/01/03 PLAN REFERENCE C
YR2817498 2018/04/18 TRANSFER EASEMENT $2 IDEAL (JS) DEVELOPMENTS INC. ALECTRA UTILITIES CORPORATION C
YR2817500 2018/04/18 POSTPONEMENT VECTOR FINANCIAL SERVICES LIMITED ALECTRA UTILITIES CORPORATION cDOWNING STREET FINANCIAL INC.
RElHARKS: YR2681 601, YR2681602 & YR2 681611 TO YR281749t
YR2817501 2018/04/18 RESTRICTION-LAND IDEAL (JS) DEVELOPMENTS INC. cREl IARKS: NO TRAWSFFR OR CHARGE SEAL L BE REGISTERED Mil HOUT THE CONSENT OF THE COMMISSIONER OF PLANNING & REGULATORY S1 ERVICES OR CHIEF ADMINISTRATIVEOE rICER OFTHE C ORPORATION OF THE TC MN OF RICHMOND HIL1
YR2817502 2018/04/18 POSTPONEMENT AMERCAN CORPORATION THE CORPORATION OF THE TOWN OF RICHMOND HILL creIIARKS; YR2623 265 TO YR2817501
YR2817503 2018/04/18 POSTPONEMENT VECTOR FINANCIAL SERVICES LIMITED THE CORPORATION OF THE TOWN OF RICHMOND HILL cDOWNING STREET FINANCIAL INC.
REl IARKS; YR2681 601, YR2681602 & YR2 681611 TO YR2817501
65R37877 2018/06/14 PLAN REFERENCE c
YR2849828 2018/07/16 BYLAW THE CORPORATION OF THE TOWN OF RICHMOND HILL cREI IARKS; BY-LAh 88-18 - A BY-LAM TC ASSIGN NAMES TO CE RTAIN PRIVATE ROADS
YR2997435 2019/08/19 APL COURT ORDER ONTARIO SUPERIOR COURT OF JUSTICE THE FULLER LANDAU GROUP INC.
NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY.NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP.
TAB B
^ri’cT COUNSEL SLIP 02
COURT FILE NO. C V - - Q06 2.2Z'?• 9 - 006 L DATE: June 'll'2.° I ^________
No. ON LIST. JS.
TITLE OF ^PROCEEDING RECTOR FINANCIAL SERVICES ^ C^^VE'LOflAEbiT XbJC
From: David Filice <[email protected]>Date: August 16, 2019 at 6:43:08 PM EDI To: Bill Friedman <wf(5)friedmans,ca>Subject: Re: Ideal Developments
I want to meet with them to gather books and records as well as get a status update on the state of the purchase and sale agreements. As well I would like to gain their insight on a sale process for the property
Sent from my iPhone
On Aug 16, 2019, at 6:40 PM, Bill Friedman <wf(5)friedmans,ca> wrote:
DavidWhy do you want to speak with our client.
Yours truly,
William FriedmanBarrister & Solicitor <image001.png>
<image002.jpg>Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contenu de cel envoi, pent etre privilegie et confidentiel, ne s'adresse qu'au(x) destinataire(s) indiquc(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strictement interdite. Si vous avez recu ce message par erreur, svp informez-nous immedialement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
From: David Filice lmailto:dfilice(5)fullerllp.coml Sent: Friday, August 16, 2019 4:01 PM To: Judy Hamilton <JH(a)friedmans.ca>Cc: Bill Friedman <[email protected]>Subject: Re: Ideal Developments
Thanks Judy.
Bill let me know if you can provide me contact info for your client so I can contact them
On Aug 16, 2019, at 3:51 PM, Judy Hamilton <JH(S)friedmans.ca> wrote:
I am away until Monday. Please reach out to Bill Friedman who I have copied on this email.
Judy
Sent from my iPhone
On Aug 16, 2019, at 10:17 AM, David Filice <dfilice(5)fullerllp.com> wrote:
Hi Judy,
I don't believe we have ever met before. I'm with The Fuller Landau Group Inc., and I'm reaching out to you to see if you can make arrangements to put me in contact with your client so that once the Court Order becomes effective at 5pm today I may reach out to them to set a time to meet on Monday so that we can obtain the information we need to commence the receivership.
I'm not sure if any communication is occurring between your client and the secured lenders with respect to a refinancing that will result in the receivership not occurring.
You can reach me at 416 6456506 or you can respond to this email.
Hope to hear back from you.
Thanks
David Filice, CPA, CA • CIRP, LUD Partner, The Fuller Landau Group Inc.FULLER LANDAU U P
151 Bloor Street West Tel 416.645.650612th Floor Fax 416.645.6501Toronto, Ontario Email DF ilicelalF ullerLLP. comCanada MSS 1S4 Web www.fullerlln.com
Click here to send me a file securely via ShareFile.
This message is only for the use of the individual or individuals to whom it is addressed. It may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If the read message is not the intended recipient, you are hereby notified that any dissemination, distribution, or c< this communication is strictly prohibited. If you have received this communication in error, please contact David Filice immediately by email at [email protected]. Thank you.
Subject: FW: Modern Manors - Fiera Letter of Intent
Debut du message transfere :
Expediteur: Bill Friedman <[email protected]>Date: 16 aout 2019 a 19:36:41 HAEDestinataire: "Mervyn D. Abramowitz" <[email protected]>Cc: David Filice <[email protected]>Objet: FW: FW: Modern Manors - Fiera Letter of Intent
Hi MervynWe have received the Fiera Construction Financing Letter of Intent. I anticipate that funding by Ducimus will take place by the end of next week and your client will be fully repaid. Please provide me with a current discharge statement as soon as possible.
Fiera has signed and delivered it construction financing LOI this afternoon. It is important that no action is taken at this time which might put the refinancing by Ducimus and the Fiera Construction financing in jeopardy. Accordingly, I would ask that you delay registration of the receivership order and making it public until August 26 to allow for Ducimus to complete its financing and Vector being repaid. I should add that the LOI issued by Fiera is essentially its commitment. Mr. Mangiardi of Fiera put it this way in an email.
'‘As you may be aware, our LOEs are essentially commitments (in that if we issue an LOI, it means we’re committed to the deal unless there’s something fraudulent on behalf of the borrower and unlike other “lenders” we do not need to “find” the money, etc.).”
Please let me know if your client will agree putting off the registration of the receivership order and making it public for 1 additional week
Yours truly,
William FriedmanBarrister & Solicitor
Marti rtfla I e-H ubbe 11"
PREEMINENT/ 'V / Peer for HioScitLcvtl
l / el FrofeuLOTil EucDvnc*
FRIEDMANS----------- -----—-------- - l. AW M ft MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communicalion may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail vvl'fSifriedmans.ca.Le contenu de cet envoi, peut etre privilegie et eoniidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. 'foul autre distribution, expedition ou divulgation est strictement imerdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 on par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
Jeremy Nemers 87From: Bill Friedman <[email protected]>Sent: August-19-19 12:40 PMTo: Jeremy Nemers; Judy Hamilton; Shida AzariCc: Steve Graff; Ian Aversa; 'Abrahamson, Gary' ([email protected]); 'David Filice'; Mervyn D. AbramowitzSubject: RE: Modern Manors - Fiera Letter of Intent
Given our advice in our email below to Mervyn Abramowitz that we are in process of finalizing documentation for the advance by Ducimus of $17,850,000 to be used to repay Vector, it is inappropriate to cause our client to incur additional and unnecessary costs.We have requested a short delay of about a week to complete the Ducimus financing.Please reconsider our request for a short delay until 5pm August 26, 2019 before proceeding with the receiver’s mandate.
A copy of the email exchange you referred to in your email as being attached was not attached.
Yours truly,
William Friedman Barrister & Solicitor
MartirwdalB-Hubbeirlaammi
Friedmans-------- —------------- t A W | I ft MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicitor/clienl privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail wf@,friedmans.ca.I,e contenu de cel envoi, pent elre privilegie et confidentiel. ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictemenl interdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
We are counsel for The Fuller Landau Group Inc. ("FLG"), in its capacity as the court-appointed receiver (in such capacity, the "Receiver") of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond
Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-3230 (LT) (the "Real Property"); and (ii) allthe other assets, undertakings and properties of Ideal (JS) Developments Inc. (the "Debtor"). „
Counsel for the applicant in the within proceeding forwarded your below email to us for response. Given the effectiveness of the Receivership Order, the Receiver now has exclusive authority to deal with all the matters referenced in paragraph 3 of the Receivership Order. Accordingly, any potential refinancing of the Real Property must therefore now involve the Receiver, occur as part of the within proceeding and be responsive to more than the Debtor's debts to the applicant. The Receiver therefore does not intend to delay the registration of the Receivership Order on title to the Real Property, given that, amongst other things, any potential refinancing lender(s) need(s) to be aware of the within proceeding and the Receiver's appointment.
If you would like the Receiver to review the "Fiera Construction Financing Letter of Intent" referenced in your email, we would ask that you please provide us with a copy of same (as it does not appear to have been attached to your email), together with any other refinancing materials you wish for the Receiver to consider.
In the interim, and on a related note, the Receiver is proceeding with its mandate, including, without limitation, attempting to assemble the necessary Records (as defined in the Receivership Order) to, amongst other things, gain a better understanding of the scope of the Debtor's debts and to design a sale process for the Real Property and any of the Debtor's other assets, undertakings and properties. With that in mind, we understand that the Receiver reached out to your firm on August 16 in an attempt to be put in touch with, and schedule a meeting with, the Debtor's principal for August 19, but that no meaningful response has been received to date. A copy of that email exchange is reattached for convenience.
Please ensure that such a meeting is arranged right away, in accordance with the obligation of all Persons (as defined in the Receivership Order) to cooperate with the Receiver, and with a view to avoid unnecessary expense. The Receiver wishes to meet with the Debtor’s principal as soon as possible - either later today, or tomorrow at the very latest - to commence the process of gathering Records and information, so please advise when the Debtor’s principal is available during this timeframe.
This email is intended only for the individual or entity named in the message Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Begin forwarded message:
From: Bill Friedman <[email protected]>Date: August 16, 2019 at 7:36:41 PM EDTTo: "Mervyn D. Abramowitz" <MAbramowitz@,blaney.com>Cc: David Filice <[email protected]>Subject: FW: FW: Modern Manors - Fiera Letter of Intent
We have received the Fiera Construction Financing Letter of Intent, I anticipate that funding by Ducimus will take place by the end of next week and your client will be fully repaid. Please provide me with a current discharge statement as soon as possible.
Fiera has signed and delivered it construction financing LOI this afternoon. It is important that no action is taken at this time which might put the refinancing by Ducimus and the Fiera Construction financing in jeopardy. Accordingly, I would ask that you delay registration of the receivership order and making it public until August 26 to allow for Ducimus to complete its financing and Vector being repaid. I should add that the LOI issued by Fiera is essentially its commitment. Mr. Mangiardi of Fiera put it this way in an email.
“As you may be aware, our LOFs are essentially commitments (in that if we issue an LOI, it means we’re committed to the deal unless there’s something fraudulent on behalf of the borrower and unlike other “lenders” we do not need to “find” the money, etc.).”
Please let me know if your client will agree putting off the registration of the receivership order and making it public for 1 additional week
Yours truly,
William FriedmanBarrister & Solicitor
Martindale-Hubbell'
Friedmans—------ ---- ------ - t AW MAMFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 [email protected] Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This conimuniealion may be solicitor/cliem privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] .e eontenu de cet envoi, pent etre privilegie et confidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strictement interdite. Si vous avez recti ce message par erreur, svp informez-nous inimediatement par telephone a 416-496-3340 ou par e-mail [email protected] et sunnrimez ce message de votre boite de reception sans lecture ou la copier.
Jeremy NemersAugust-20-19 11:00 AM'Bill Friedman'; 'Judy Hamilton'; 'Shida Azari'Steve Graff; Ian Aversa; "Abrahamspn, Gary' {[email protected])’; 'David Filice'; 'Mervyn D. Abramowitz' RE: Modern Manors - Fiera Letter of Intent
Also, for greater certainty, and as part of items (iii) and (vi) below, kindly provide a statement confirming the amount, location and breakdown of any and all monies held in trust on behalf of unit purchasers and/or the debtor (as applicable).
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email m error. If you did receive this email in error, the information in this email may be confidenlial and must not be disclosed to anyone
The Receiver is available at 3 p.m. on Thursday as you have proposed, and will meet you and your client at that time and date. The Receiver is also agreeable to the meeting occurring at your offices as you have suggested (such that, for greater certainty, the Receiver will also be accompanied by legal counsel).
As you know, the Receiver had hoped to meet with your client yesterday or today. We therefore ask that you please provide - prior to Thursday’s meeting - the following set of initial Records to the Receiver for review (electronically to the extent possible), so that we can then make the most of Thursday’s meeting:
(i) a copy of any applicable insurance policies with respect to the real property - this is particularly time-sensitive, and we would ask that these policies be provided by no later than the close of business today;
(ii) a listing of all the debtor’s known creditors (preferably in Excel format) reflecting such creditors’ names, addresses and known amounts owing - this is also time-sensitive given the statutory duties to inform known creditors of the receivership;
(iii) copies of any and all purchase agreements with purchasers for units of the proposed development (and any other agreements that may exist between the debtor and any such purchasers);
(iv) copies of any and all agreements involving the debtor and the City of Richmond Hill;(v) copies of any and all agreements involving the debtor and Tarion Warranty Corporation;(vi) copies of any and all other agreements involving the debtor that may exist with respect to the real property,
including, without limitation, service agreements regarding the real property, agreements regarding monies held or to be held in trust and plans/surveys with respect to the real property; and
(vii) copies of the debtor’s most recent tax filings with CRA and evidence of the debtor’s currency or arrears, as thecase may be, with respect to CRA and property taxes.
Also, to the extent that your client wishes for the Receiver to consider the "Fiera Construction Financing Letter of Intent" referenced in your below emails, or any other refinancing materials you wish for the Receiver to consider, we once again ask that you provide copies of same to us. Any such materials would be of assistance to the Receiver as it considers next steps.
The Receiver may have additional requests for Records moving forward.
This email is intended only for the individu?jl or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Sorry, I forgot to mention the time in my previous email, 3pm this Thursday at our offices.
Yours truly,
William FriedmanBarrister & Solicitor
Martindale-HubbeU'
a\/v REEM>NENT■Z’™ / Peer RatttS for t / erf Profevnoriol EreeHWiC*
FRIEDMANS_— t A vv i | k H
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 wf(5>friedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This eomnumicalion may be solieitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail wf@,friedmans.ca.L.e conlenu de cet envoi, peul etre privilegie et confidemiel, ne s’adresse qu'au(x) destinalaire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strietement interdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
Cc: Steve Graff <[email protected]>: Ian Aversa <[email protected]>: 'Abrahamson, Gary'(GAbrahamson(5)FullerLLP.com) <GAbrahamson(5)FullerLLP.com>: 'David Filice' <dfilice(5)fullerllp.com>: Mervyn D. Abramowitz<MAbramowitz(5)blanev.com>Subject: RE: Modern Manors - Fiera Letter of Intent
I have confirmation from my client that he is available to meet this Thursday, at our offices, for you to commence the process of gathering Records and information. Please confirm the time, date and place are acceptable.
Yours truly,
William FriedmanBarrister & Solicitor
MartirKtailB-HubbuK'
FRIEDMANS—.—„— --- ------ - 1 A w I ) K MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail wfiSUriedmans.ca.Le conlenu dc cet envoi, peut etre privilcgie el confidentiel, ne s'adresse C|u'au(x) destinataire(s) indiqne(s) ci-dessus. Tout autre distribution, expedition on divulgation est slriclement interdite. Si vous avez recti ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez cc message de voire boite de reception sans lecture ou la copier.
The Receiver has already been appointed by the Court pursuant to the attached Order, which was issued on consent and has been in effect since 5 p.m. on Friday. The Receiver has no ability to ignore the mandate that has already been bestowed upon it by the Court. As such, and as per our below email, any potential refinancing of the Real Property must therefore now involve the Receiver, occur as part of the within proceeding and be responsive to more than the Debtor's debts to the applicant. We have invited you to share with us the "Fiera Construction Financing Letter of Intent" referenced in your email, together with any other refinancing materials you wish for the Receiver to consider, but you have not done so.
0 QA copy of the email exchange referenced in our email was attached, and is reattached again to this email for v"' ° convenience. We remind you once again that all Persons (including, without limitation, legal counsel and the Debtor’s principal) are required to cooperate with the Receiver. Without limiting the generality of the foregoing, we draw your attention to paragraphs 4 to 7 of the Order. The Receiver and its counsel have now asked your firm several times for a meeting with the Debtor’s principal. Please advise forthwith the times this afternoon and/or tomorrow when the Debtor’s principal is available for such a meeting.
This email is intended only for the individual or entity named in the message, Please let us know if you have received this email in error. If you did receive tins email m error, the information m this email may be confidential and must not be disclosed to anyone.
Given our advice in our email below to Mervyn Abramowitz that we are in process of finalizing documentation for the advance by Ducimus of $17,850,000 to be used to repay Vector, it is inappropriate to cause our client to incur additional and unnecessary costs.We have requested a short delay of about a week to complete the Ducimus financing.Please reconsider our request for a short delay until 5pm August 26, 2019 before proceeding with the receiver’s mandate.
A copy of the email exchange you referred to in your email as being attached was not attached.
Yours truly.
William Friedman Barrister & Solicitor
Marti rtdale-Huhbefr
Xpreeminent*/ Peer RatMJ fw Highent Level / ot Profraloral EjceHwice
Friedmansl A W I I X M
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wf(5)friedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be soiicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected].
Le contenu de cel envoi, peul elre privilegie el confidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessu$. Tout autre distribution, expedition ou divulgation est strictement inteidite. Si vous avez recu ce message par erreur. svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ee message de voire boile de reception sans lecture ou la copier.
From: Jeremy Nemers fmailto:inemers(5)airdberlis.coml Sent: Monday, August 19, 2019 10:45 AMTo: Bill Friedman <[email protected]>: Judy Hamilton <[email protected]>Cc: Steve Graff <sgraff(5)airdberlis.com>: Ian Aversa <[email protected]>: 'Abrahamson, Gary'(GAbrahamson(5)FullerLLP.com) <GAbrahamson(5)FullerLLP,com>: 'David Filice' <dfilice(5)fullerllp.com>: Mervyn D. Abramowitz <MAbramowitz(5)blanev.com>Subject: FW: Modern Manors - Fiera Letter of Intent Importance: High
Counsel,
We are counsel for The Fuller Landau Group Inc. ("FLG"), in its capacity as the court-appointed receiver (in such capacity, the "Receiver") of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-3230 (LT) (the "Real Property"); and (ii) all the other assets, undertakings and properties of Ideal (JS) Developments Inc. (the "Debtor").
As you know, FLG was appointed as the Receiver pursuant to the Order of the Honourable Madam Justice Dietrich of the Ontario Superior Court of Justice (Commercial List) (the "Court") made August 1, 2019 (the "Receivership Order"). As you also know, the Receivership Order became effective according to its terms at 5 p.m. (Toronto time) on August 16, 2019.
Counsel for the applicant in the within proceeding forwarded your below email to us for response. Given the effectiveness of the Receivership Order, the Receiver now has exclusive authority to deal with all the matters referenced in paragraph 3 of the Receivership Order. Accordingly, any potential refinancing of the Real Property must therefore now involve the Receiver, occur as part of the within proceeding and be responsive to more than the Debtor's debts to the applicant. The Receiver therefore does not intend to delay the registration of the Receivership Order on title to the Real Property, given that, amongst other things, any potential refinancing lender(s) need(s) to be aware of the within proceeding and the Receiver's appointment.
If you would like the Receiver to review the "Fiera Construction Financing Letter of Intent" referenced in your email, we would ask that you please provide us with a copy of same (as it does not appear to have been attached to your email), together with any other refinancing materials you wish for the Receiver to consider.
In the interim, and on a related note, the Receiver is proceeding with its mandate, including, without limitation, attempting to assemble the necessary Records (as defined in the Receivership Order) to, amongst other things, gain a better understanding of the scope of the Debtor's debts and to design a sale process for the Real Property and any of the Debtor's other assets, undertakings and properties. With that in mind, we understand that the Receiver reached out to your firm on August 16 in an attempt to be put in touch with, and schedule a meeting with, the Debtor's principal for August 19, but that no meaningful response has been received to date. A copy of that email exchange is reattached for convenience.
Please ensure that such a meeting is arranged right away, in accordance with the obligation of all Persons (as defined in the Receivership Order) to cooperate with the Receiver, and with a view to avoid unnecessary expense. The Receiver wishes to meet with the Debtor’s principal as soon as possible - either later today, or tomorrow at the very latest - to commence the process of gathering Records and information, so please advise when the Debtor’s principal is available during this timeframe.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Begin forwarded message:
From: Bill Friedman <wf@,friedmans,ca>Date: August 16, 2019 at 7:36:41 PM EDTTo: "Mervyn D. Abramowitz" <MAbramowitz@,blanev.com>Cc: David Filice <[email protected]>Subject: FW: FW: Modern Manors - Fiera Letter of Intent
Hi MervynWe have received the Fiera Construction Financing Letter of Intent. I anticipate that funding by Ducimus will take place by the end of next week and your client will be fully repaid. Please provide me with a current discharge statement as soon as possible.
Fiera has signed and delivered it construction financing LOl this afternoon. It is important that no action is taken at this time which might put the refinancing by Ducimus and the Fiera Construction financing in jeopardy. Accordingly, I would ask that you delay registration of the receivership order and making it public until August 26 to allow for Ducimus to complete its financing and Vector being repaid. I should add that the LOI issued by Fiera is essentially its commitment. Mr. Mangiardi of Fiera put it this way in an email.
“As you may be aware, our LOFs are essentially commitments (in that if we issue an LOI, it means we’re committed to the deal unless there’s something fraudulent on behalf of the borrower and unlike other “lenders” we do not need to “find” the money, etc.).”
Please let me know if your client will agree putting off the registration of the receivership order and making it public for 1 additional week
Yours truly,
William FriedmanBarrister & Solicitor
Martimiale-Hubbefr
2Ha\Apreemine« I pprr Raic«! tor Higlwit levelL /of Proltrolooirf Encellrrst*,
FRIEDMANS— —— —“ t A Vv f 1 r. M
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wf(5)friedmans.ca Tel: (416)496-3340 ext. 199
Fax: (416) 497-3809Friedman Law Professional Corporation OThis communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contenu de cet envoi, pent etre privilegie et confidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition oil divulgation est striclement interdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
Friedman Law Professional Corporation150 Ferrand Drive, Suite 800 Toronto, ON M3C 3E5
Attention: William Friedman and Shida Azari
Dear Mr. Friedman and Ms. Azari:
Re: Court File No. CV-19-00622278-00 CL / Vector Financial Services Limited and Downing Street Financial Inc. v. Ideal (JS) Developments Inc. and Shajiraj
Nadarajalingam (the “Receivership Proceedings”)
As you know, we are counsel for The Fuller Landau Group Inc. (“FLG”), in its capacity as the court-appointed receiver (in such capacity, the “Receiver”) of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-3230 (LT) (the “Real Property”); and (ii) all the other assets, undertakings and properties (together with the Real Property, the “Property”) of Ideal (JS) Developments Inc. (the “Debtor”).
As you also know, FLG was appointed as the Receiver, on consent, pursuant to the Order of the Honourable Madam Justice Dietrich pf the Ontario Superior Court of Justice (Commercial List) (the “Court") made August 1, 2019 (the “Consent Receivership Order”), which Consent Receivership Order became effective according to its terms at 5 p.m. on Friday, August 16, 2019 (the “Effective Date”).
Thank you for meeting with David Filice (from the Receiver’s office) and me yesterday afternoon at your offices with your client, Mr. Shajiraj Nadarajalingam, whom you have advised to be the Debtor’s principal and sole shareholder, and Mr. Prasana Balachandran, whose business card indicates that he is the Director of Corporate Strategy and Legal Affairs of “Ideal Developments.” Kindly advise by no later than noon (Toronto time) on August 26, 2019 if you are also representing Mr. Balachandran in the context of the Receivership Proceedings, failing which we will communicate with him directly.
As you know, prior to yesterday’s meeting, the Receiver and/or its counsel, as applicable, had made several requests of your office to coordinate a meeting between the Receiver and Mr. Nadarajalingam for the purpose of allowing the Receiver to gather initial information and Records (as defined in the Consent Receivership Order), which the Receiver is expressly authorized to do pursuant to the terms of the Consent Receivership Order. In this regard, the Receiver originally asked your firm on the Effective Date that such a meeting occur on Monday, August 19, 2019 (the “Proposed Meeting Date”), being the first business day after the Effective Date. After several follow-up emails from the Receiver and its counsel, you finally advised at 7:17 p.m. on the Proposed Meeting Date that Mr. Nadarajalingam was available to meet at your offices on Thursday, August 22, 2019.
Aird & Berlis LLP Brookfield Place. 181 Bay Street, Suite 1800, Toronto, Canada M5J 2T9 : 416.8631.1500 I 416.863.1515 i airdberlis.com
Given the delayed meeting date and corresponding significant passage of time since the Effective Date, the Receiver’s counsel wrote to you on the morning of Tuesday, August 20, 2019 to, amongst other things, "ask that you please provide - prior to Thursday’s meeting - the following set of initial Records to the Receiver for review (electronically to the extent possible), so that we can make the most of Thursday’s meeting," which set of initial Records requested is referenced in the email chain reattached to this letter (the “Reattached Email Chain”).
As you know, neither the Receiver nor its counsel received any response from you to the Reattached Email Chain prior to yesterday’s meeting, and, as you also know, neither the Receiver nor its counsel received any Records from you or Mr. Nadarajalingam prior to yesterday’s meeting.
As you also know - and apart from an insurance policy, an unsigned agreement with the City of Richmond Hill, a 2017 corporate tax return, certain purported proposed refinancing materials and verbal declarations that your firm was holding $1,626,767.59 in trust for unit purchasers, property tax arrears were no more than $5,000 and the Debtor has no employees - both you and your client(s) also failed to produce the requested initial Records at yesterday’s meeting, and instead advised that they would not be produced until either later this week or early next week depending on the specific initial Record in question. In this regard, you advised that plans/surveys with respect to the Real Property and a trust account statement confirming the amount, location and breakdown of any and all monies held in trust on behalf of unit purchasers and/or the Debtor, as applicable, would be produced by the end of the day yesterday (none of which was received yesterday or so far today) and that all other requested initial Records would not follow until early next week (including, without limitation, a listing of all the Debtor’s known creditors, which listing you had with you at yesterday’s meeting but refused to share with the Receiver or its counsel on the purported basis that you needed until Monday, August 26, 2019 to review same with your client, notwithstanding the statutory obligation to notify the Debtor’s known creditors of the receivership within ten days of the Receiver’s appointment).
As you also know, when asked at yesterday’s meeting about the Debtor’s bank account information, neither you nor your client(s) was able to give any meaningful specifics other than a general reference to The Toronto-Dominion Bank and a person named “Rene” or “Renee,” and both you and your client(s) advised that specific bank account information would not be provided to the Receiver until Monday, August 26, 2019.
On behalf of the Receiver, we remind you - as we did both at and prior to yesterday’s meeting - of the obligations of all Persons (as defined in the Consent Receivership Order to include, without limitation, all the Debtor’s current and former directors, officers, legal counsel and shareholders and all other individuals, firms and corporations with notice of the Consent Receivership Order) to, in substance and amongst other things:
a) forthwith advise the Receiver of the existence of any Property in such Person’s possession or control (paragraph 4 of the Consent Receivership Order);
b) grant immediate and continued access to the Property to the Receiver (paragraph 4 of the Consent Receivership Order);
c) deliver all such Property to the Receiver upon the Receiver’s request (paragraph 4 of the Consent Receivership Order);
d) forthwith advise the Receiver of the existence of any Records in that Person’s possession or control (paragraph 5 of the Consent Receivership Order);
Page 3 99
e) provide to the Receiver any Records in that Person’s possession or control (paragraph 5 of the Consent Receivership Order); and
f) grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto (paragraphs 5 and 6 of the Consent Receivership Order).
The Receiver understands that you and your client(s) continue to believe - rightly or wrongly - that a refinancing transaction sufficient to lead to the termination of the Receivership Proceedings is imminent. On behalf of the Receiver, we remind you - as we did both at and prior to yesterday’s meeting - that no one has the ability to ignore the Court-appointed mandate already bestowed upon the Receiver and the corresponding Court-imposed obligations on you, your client(s) and all other Persons. Accordingly, and without limiting the generality of the foregoing:
a) any potential refinancing transaction must now involve the Receiver, occur as part of the Receivership Proceedings and be responsive to more than the Debtor’s debts to the applicant - none of which appears to be contemplated by the purported proposed refinancing materials produced at yesterday’s meeting, despite your confirmation at yesterday’s meeting that the purported refinancing lenders (Ducimus and Fiera) are aware of the Receiver’s appointment; and
b) neither you, your client(s) nor any other Person is entitled to make unilateral decisions as to by when and to what degree such Persons intend to comply with the Consent Receivership Order.
On behalf of the Receiver, we demand that you and your client(s) comply with the Consent Receivership Order forthwith by, amongst other things, producing all outstanding initial requested Records to the Receiver immediately (as set out in the Reattached Email Chain), together with the Debtor’s banking information, including, without limitation, any and all account and branch numbers. Significant costs (which, as you know, are secured by a priority charge on the Property pursuant to the terms of the Consent Receivership Order) have already accrued as a result of non-compliance with the Consent Receivership Order, and the costs of the Receiver's mandate will continue to be exacerbated moving forward without the cooperation of you and your client(s).
The Receiver intends to raise the matters addressed in this letter during the next Court attendance, and very much hopes to receive full cooperation moving forward so that these Receivership Proceedings may evolve in an amicable, efficient and effective manner for all stakeholders.
Yours truly,
AIRD & BERLIS LLP
JtrtwMj N&w&ry
Jeremy Nemers cc: client
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Jeremy Nemers 101From:Sent:To:Cc:Subject:Attachments:
Bill Friedman <[email protected]> August-23-19 3:52 PMJeremy Nemers; Shida Azari; Judy Hamilton 'David Filice'; Shaji Nada; Prasana BalachandranRE: Modern Manors - Fiera Letter of Intent M-Plan_65M4637_20190408_Approved.pdf
Mr. Nemers
Further to the meeting which took place at our office yesterday August 22, 2019, commencing at approximately 3:00pm, at which were present the following persons:
1. David Filice from Fuller Landau LLP (the “Receiver” or “DF”)2. Jeremy Nemers from Aird Berlis (the “Receiver’s Counsel”)3. Prasana Balachandran (“Prasana”), Ideal Developments Inc- Director Corporate Strategy4. Shajiraj Nadarajalingam (“Shaji”), Ideal (JS) Developments Inc. - President5. William Friedman (“WF”)6. Shida Azari- associate at Friedmans Law Finn7. Danielle Mallozzi-articling student at Friedmans Law Firm
At that meeting pursuant to your request in your email of August 20, 2019, we provided to you copies of the following:1. Copy of the Fiera Letter of Intent dated August 16, 2019;2. Copy of Ducimus Commitment Letter dated June 19, 20193. Copy of Insurance Policy4. Copy of the Agreement with the City of Richmond Hill5. Copy of the 2017 Tax Filing with the CRA6. Shareholder of Ideal (JS) Developments Inc. (Shajiraj Nadarajalingam)- (Given verbally by Shaji)
We also agreed to provide additional information requested either yesterday or today, which information included the following;
1. survey of Property-copy attached;2. statement in writing of total dollar amount of deposits from Purchasers of the property held by Friedmans Law
Firm in trust-$ $1,626.767.59. We advised you of this amount verbally yesterday.
You also requested that we provide the following and we indicated that we would do so on or about the dates set out below;
1. List of creditors- Monday August 26th 2019;2. Copy of Court Order- Monday August 26th 2019;3. Electronic copies of the Agreement of Purchase and Sale tor the units sold in the Modern Manor Project-
Monday August 26th 2019;4. Tax Certificate for Property- will be ordered on August 26, 2019 or August 27, 2019- the Tax certificate may
not be available immediately;5. Ideal Development’s TD bank account information - branch & account number- Monday August 26th 2019;6. Scanned copies of the Agreements of purchase and sale on or before Tuesday August 27, 20197. Tarion Documents- Sometime during the week of August 26th to August 30th8. Any amounts owing with respect to taxes- Prasana to obtain update and we will provide same when obtained.
Our client is now in the process of finalizing documents under the Ducimus loan commitment for an advance of $17,850,000, which funds shall be used to repay Vector Financial Services Inc. (“Vector”) the amount due to it. The receivership order was made pursuant to the terms contained in the Vector mortgage. We anticipate funding under the Ducimus commitment to take place next week.
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Friedmans---------------------------— ( A W I 1 * W
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
this communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] conlcnu de cel envoi, peut etre privilegie et eonfidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strictement interdite. Si vous avez recti ce message par erreur. svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ee message de voire boite de reception sans lecture ou la copier.
Also, for greater certainty, and as part of items (iii) and (vi) below, kindly provide a statement confirming the amount, location and breakdown of any and all monies held in trust on behalf of unit purchasers and/or the debtor (as applicable).
This email is intended only for the individual or entity named in the message Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
The Receiver is available at 3 p.m. on Thursday as you have proposed, and will meet you and your client at that time and date. The Receiver is also agreeable to the meeting occurring at your offices as you have suggested (such that, for greater certainty, the Receiver will also be accompanied by legal counsel).
As you know, the Receiver had hoped to meet with your client yesterday or today. We therefore ask that you please provide - prior to Thursday’s meeting - the following set of initial Records to the Receiver for review (electronically to the extent possible), so that we can then make the most of Thursday’s meeting:
(i) a copy of any applicable insurance policies with respect to the real property - this is particularly time-sensitive, and we would ask that these policies be provided by no later than the close of business today;
(ii) a listing of all the debtor’s known creditors (preferably in Excel format) reflecting such creditors’ names, addresses and known amounts owing - this is also time-sensitive given the statutory duties to inform known creditors of the receivership;
(iii) copies of any and all purchase agreements with purchasers for units of the proposed development (and any other agreements that may exist between the debtor and any such purchasers);
(iv) copies of any and all agreements involving the debtor and the City of Richmond Hill;(v) copies of any and all agreements involving the debtor and Tarion Warranty Corporation;(vi) copies of any and all other agreements involving the debtor that may exist with respect to the real property,
including, without limitation, service agreements regarding the real property, agreements regarding monies held or to be held in trust and plans/surveys with respect to the real property; and
(vii) copies of the debtor’s most recent tax filings with CRA and evidence of the debtor’s currency or arrears, as thecase may be, with respect to CRA and property taxes.
Also, to the extent that your client wishes for the Receiver to consider the "Fiera Construction Financing Letter of Intent" referenced in your below emails, or any other refinancing materials you wish for the Receiver to consider, we once again ask that you provide copies of same to us. Any such materials would be of assistance to the Receiver as it considers next steps.
The Receiver may have additional requests for Records moving forward.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Friedmans------------------- | S M | ) t MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 [email protected] Tel: (416)496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This comrnunicalion may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. I f you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail wf@,friedmans.ca.Le contenu de cel envoi, peut etre privilegie el eonfidenliel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictement interdite. Si vous avez recu ce message par erreur. svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de voire boile de reception sans lecture on la copier.
From: Bill FriedmanSent: Monday, August 19, 2019 7:17 PMTo: 'Jeremy Nemers' <inemers(5)airdberlis.com>: Judy Hamilton <JH(5)friedmans.ca>; Shida Azari <[email protected]>Cc: Steve Graff <seraff(S)airdberlis.com>; Ian Aversa <[email protected]>: 'Abrahamson, Gary'([email protected]) <[email protected]>: 'David Filice' <[email protected]>; Mervyn D. Abramowitz <[email protected]>Subject: RE: Modern Manors - Fiera Letter of Intent
I have confirmation from my client that he is available to meet this Thursday, at our offices, for you to commence the process of gathering Records and information. Please confirm the time, date and place are acceptable.
Yours truly,
William FriedmanBarrister & Solicitor
Martir>dale-HubbeH'
Friedmans-- -------- -------- JAW I I * MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wftafriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
105This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] conlcnu de cet envoi, pent etre privilegie ct conlidentiel, ne s'adresse qu'au(x) destinatairc(s) indique(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictement interdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 on par e-mail [email protected] el supprimez ce message dc votre boite de reception sans lecture ou la copier.
From: Jeremy Nemers [mailto:inemers(5)airdberlis.com1 Sent: Monday, August 19, 2019 1:10 PMTo: Bill Friedman <[email protected]>: Judy Hamilton <JH(S)friedmans.ca>: Shida Azari <SA(5)friedmans.ca>Cc: Steve Graff <sgraff(5)airdberlis.com>; Ian Aversa <[email protected]>: 'Abrahamson, Gary'(GAbrahamsonOFullerLLP.com) <GAbrahamson(5)FullerLlP.com>: 'David Filice' <dfilice(5)fullerllp.com>: Mervyn D. Abramowitz <[email protected]>Subject: RE: Modern Manors - Fiera Letter of Intent Importance: High
Counsel,
The Receiver has already been appointed by the Court pursuant to the attached Order, which was issued on consent and has been in effect since 5 p.m. on Friday. The Receiver has no ability to ignore the mandate that has already been bestowed upon it by the Court. As such, and as per our below email, any potential refinancing of the Real Property must therefore now involve the Receiver, occur as part of the within proceeding and be responsive to more than the Debtor's debts to the applicant. We have invited you to share with us the "Fiera Construction Financing Letter of Intent" referenced in your email, together with any other refinancing materials you wish for the Receiver to consider, but you have not done so.
A copy of the email exchange referenced in our email was attached, and is reattached again to this email for convenience. We remind you once again that all Persons (including, without limitation, legal counsel and the Debtor's principal) are required to cooperate with the Receiver. Without limiting the generality of the foregoing, we draw your attention to paragraphs 4 to 7 of the Order. The Receiver and its counsel have now asked your firm several times for a meeting with the Debtor’s principal. Please advise forthwith the times this afternoon and/or tomorrow when the Debtor’s principal is available for such a meeting.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Given our advice in our email below to Mervyn Abramowitz that we are in process of finalizing documentation for the advance by Ducimus of $17,850,000 to be used to repay Vector, it is inappropriate to cause our client to incur additional and unnecessary costs.We have requested a short delay of about a week to complete the Ducimus financing.
Please reconsider our request for a short delay until 5pm August 26, 2019 before proceeding with the receiver’s mandate.
108
A copy of the email exchange you referred to in your email as being attached was not attached.
Yours truly,
William Friedman Barrister & Solicitor
mMartir»dale-Hubbetr
mnsssmm
Friedmans' r A W I » * M
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 [email protected] Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communicalion may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contend de cet envoi, peut etre privilegie el confidemiel, ne s'adresse qu'au(.\) destinatairefs) indiquefs) ei-dessus. Tout autre distribution, expedition ou divulgation est strictement interdite. Si vous avez recu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boile de reception sans lecture ou la copier.
From: Jeremy Nemers fmailto:inemers(5)airdberlis.coml Sent: Monday, August 19, 2019 10:45 AMTo: Bill Friedman <[email protected]>: Judy Hamilton <[email protected]>Cc: Steve Graff <sgraff(5)airdberlis.com>: Ian Aversa <iaversa(5>airdberlis.com>: 'Abrahamson, Gary'(GAbrahamson(5)FullerLLP.com) <GAbrahamson(5)FullerLLP,com>; 'David Filice' <dfilice(5)fullerllp.com>; Mervyn D. Abramowitz <MAbramowitz(5)blanev.com>Subject: FW: Modern Manors - Fiera Letter of Intent Importance: High
Counsel,
We are counsel for The Fuller Landau Group Inc. ("FLG"), in its capacity as the court-appointed receiver (in such capacity, the "Receiver”) of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-3230 (LT) (the "Real Property"); and (ii) all the other assets, undertakings and properties of Ideal (JS) Developments Inc. (the "Debtor").
As you know, FLG was appointed as the Receiver pursuant to the Order of the Honourable Madam Justice Dietrich of the Ontario Superior Court of Justice (Commercial List) (the "Court") made August 1, 2019 (the "Receivership Order"). As you also know, the Receivership Order became effective according to its terms at 5 p.m. (Toronto time) on August 16, 2019.
Counsel for the applicant in the within proceeding forwarded your below email to us for response. Given the effectiveness of the Receivership Order, the Receiver now has exclusive authority to deal with all the matters referenced in paragraph 3 of the Receivership Order. Accordingly, any potential refinancing of the Real Property must therefore now involve the Receiver, occur as part of the within proceeding and be responsive to more than the Debtor's
debts to the applicant. The Receiver therefore does not intend to delay the registration of the Receivership Order on title to the Real Property, given that, amongst other things, any potential refinancing lender(s) need(s) to be aware of the within proceeding and the Receiver's appointment.
If you would like the Receiver to review the "Fiera Construction Financing Letter of Intent" referenced in your email, we would ask that you please provide us with a copy of same (as it does not appear to have been attached to your email), together with any other refinancing materials you wish for the Receiver to consider.
In the interim, and on a related note, the Receiver is proceeding with its mandate, including, without limitation, attempting to assemble the necessary Records (as defined in the Receivership Order) to, amongst other things, gain a better understanding of the scope of the Debtor's debts and to design a sale process for the Real Property and any of the Debtor's other assets, undertakings and properties. With that in mind, we understand that the Receiver reached out to your firm on August 16 in an attempt to be put in touch with, and schedule a meeting with, the Debtor's principal for August 19, but that no meaningful response has been received to date. A copy of that email exchange is reattached for convenience.
Please ensure that such a meeting is arranged right away, in accordance with the obligation of all Persons (as defined in the Receivership Order) to cooperate with the Receiver, and with a view to avoid unnecessary expense. The Receiver wishes to meet with the Debtor’s principal as soon as possible - either later today, or tomorrow at the very latest - to commence the process of gathering Records and information, so please advise when the Debtor’s principal is available during this timeframe.
This email is intended only for the individual or enlily named in the message. Please let us know if you have received this email in error. If you d/d rece/ve this email in error, Ihe information in this email may be confidential and must not be disclosed lo anyone.
Begin forwarded message:
From: Bill Friedman <[email protected]>Date: August 16, 2019 at 7:36:41 PM EDTTo: "Mervyn D. Abramowitz" <[email protected]>Cc: David Filice <[email protected]>Subject: FW: FW: Modern Manors - Fiera Letter of Intent
I II MervynWe have received the Fiera Construction Financing Letter of Intent. I anticipate that funding by Ducimus will take place by the end of next week and your client will be fully repaid. Please provide me with a current discharge statement as soon as possible.
Fiera has signed and delivered it construction financing LOI this afternoon. It is important that no action is taken at this time which might put the refinancing by Ducimus and the Fiera Construction financing in jeopardy. Accordingly, I would ask that you delay registration of the receivership order and making it public until August 26 to allow for Ducimus to complete its financing and Vector being repaid. I should add that the LOI issued by Fiera is essentially its commitment. Mr. Mangiardi of Fiera put it this way in an email.
“As you may be aware, our LOFs are essentially commitments (in that if we issue an ^ ^LOI, it means we’re committed to the deal unless there’s something fraudulent on behalf -i L of the borrower and unlike other “lenders” we do not need to “find” the money, etc.).”
Please let me know if your client will agree putting off the registration of the receivership order and making it public for 1 additional week
Yours truly,
William FriedmanBarrister & Solicitor
Martirrdale-Hubbeir
FRIEDMANS—----------- -— , A w f f A MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 wfOfriedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicilor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received Ihis message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contenu de cet envoi, pent etre privilegie et confidentiel, ne s’adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strictement interdite. Si vous avez recti ee message par erreur, svp informez-nous immedialement par telephone a 416-496-3340 ou par e-mail [email protected] el supprimez ce message de votre boite de reception sans lecture ou la copier.
Jeremy Nemers August-27-19 3:15 PM Bill Friedman; 'Shida Azari'Steve Graff; Ian AversaReceivership of Ideal (JS) Developments Inc.Ducimus commitment signed - Aug 26_19.pdf
Counsel,
Thank you for providing us with a popy of the attached updated commitment letter from Ducimus Capital Inc., dated yesterday, for the aggregate loan amount of $17,255,180 (the "Ducimus Commitment Letter”).
Putting aside the fact that the Ducimus Commitment Letter is still drafted as if the Receiver has not been appointed, and is still drafted subject to several conditions precedent (some of which appear to be new since the last commitment letter from this lender), the loan amount under the Ducimus Commitment Letter does not appear to be sufficient to repay the Applicant, much less the amounts ranking in priority thereto (i.e., the Receiver’s fees and disbursements, those of its counsel, property taxes, etc.), the amounts owing to the second mortgagee or the amounts owing to the debtor’s unsecured creditors (which unsecured creditors you advised today represent additional debt of $468,099.94). We arrive at this conclusion based on the following calculations:
Loan Amount (s. 5 of Ducimus Commitment Letter)Capitalization of lender fee (ss. 4(H) and 6 of Ducimus Commitment Letter)Capitali zation of broker fee (ss. 4(iii) and 6 of Ducimus Commitment Letter)Capitalization of legal fee (ss. 4(iv) and 6 of Ducimus Commitment Letter)Capitalization of interest (ss. 4(v) and 5 of Ducimus Commitment Letter; 12% for 6 months) Loan Amount available (prior to capitalizaitpn of legal fee)
Amount of Applicant's payout statement dated June 24, 2019Two additional months of interest since June 24., 2019(12.25%, compounded)Applicant's costs since June 24, 2019Estimated amount owing to Applicant (prior to its costs since June 24, 2019)
$ 17,255,130.00 315,200.00
78,800.00 ??????
-$ 1,035,310.30 $ 15,825,869.20
$ 15,838,595.55 $ 322,625.43
??????$ 16,161,220.98
Based on the foregoing and the mandate bestowed upon the Receiver by the Court, to which your client consented, the Receiver will be continuing to push forward with its mandate. We therefore look forward to receiving the balance of the information requested by the Receiver and that remains oustanding from your firm/client.
Aird & Berlis LLP j Lawyers Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Canada M5J 2T9 | airdberlis.com
AIRP BERLIS |
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Jeremy Nemers 110From: Jeremy NemersSent: August-27-19 11:41 AMTo: 'Shida Azari'; Bill FriedmanCc: Steve <3raff; Ian AversaSubject: RE: Ltr to Nemers
Importance: High
Thank you. Per our request of August 20, 2019, would you please send to us the addresses for each of the creditors set out on the debtor’s creditor listing? As set out in our August 20 request, this is time-sensitive given the statutory duties to inform known creditors of the receivership.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Attached please find a copy of the amended Ducimus commitment letter dated August 26, 2019 referred to in Mr. Friedman's letter of today.
Yours truly,
Shida AzariAssociate
Friedmans---------------- I. A W l|)l MFriedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416) 497-3809 Email: sa(5)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
Jeremy Nemers Aggust-27-19 11:18 AM 'Bill Friedman'Shicla Azari; Steve Graff; Ian Aversa RE: Ltrtp NemersItr to Nemers - Agggst 27, 2Q19.pdf
Counsel,
Thank you for your letter of a few minutes ago, which is reattached. There are several statements in your letter that are clearly incorrect and/or incomplete, as applicable, and which can be verified by reviewing the communications that have already been exchanged. The Receiver relies on the totality of these communications.
Thank you for providing us with a copy of the debtor’s listing of creditors (excluding the two registered mortgages, the Receiver and its counsel). We will review same and advise if we have-any follow-up questions for you or your client in regards to this document.
As set out in my letter to you last Friday, and as confirmed in your email back to me of same date, you and your client also undertook last Thursday to provide the Receiver by no later than yesterday with the debtor’s bank account number and associated banking information; however, this information remains outstanding. Kindly provide such information right away. Similarly, you were also requested to provide the Receiver with a statement confirming the amount, location and breakdown of any and all monies held in trust on behalf of unit purchasers and/or the debtors, which you advised you would do by last Friday; however, only the total amount (and location, being your firm’s trust account) of $1,626,767.59 has been provided without any breakdown. Kindly provide such information right away.
Finally, your letter purports to advise that an amended Ducimus commitment letter dated August 26, 2019 has been attached, but no such letter was in fact attached. Kindly forward a copy of same to us if you wish for the Receiver to consider same.
This email ts intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Attached is our letter dated August 27, 2019 to which is also attached a copy of the list of creditors as at August 26, 2019 provided by our client. The list does not include the debt owed to Vector and Amercan. We are waiting for pay out statements from both these corporations.
FRIEDMANS------------------ - LAW M X MFriedman Law Professional Corporation
113
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wf(5)friedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3140 or by e-mail [email protected] contenu de cet envoi, peut etrc privilegie el confidentiel, ne s'adressc qu'au(x) dcstinataire(s) indique(s) ci-dessus. Toul autre distribution, expedition on divulgation esl slrietement interdite. Si vons avez recu ce message par erreur. svp intbrmez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de voire boite de reception sans lecture ou la copier.
From: Shida AzariSent: Tuesday, August 27, 2019 10:36 AM To: Bill.Friedman <wf(5)friedmans.ca>Subject: Ltrto IMemers
Please see attached.
Yours truly,
Shida AzariAssociate
Friedmans---------------- I X IV I I Jv «Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416) 496-3340 xll2 Fax: (416) 497-3809 Email: sa(5)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
115FRIEDMANS-------------------------------LAW F I R M
William Frlcdmnn n.A., n.c.t., lld Patrick Unkos nA.,;.D..SltJWcyBnl H.Sc. (Hon*). J.D.Ycgnnch Pcjmnn DA, J.D,J.D.Shf da AzftW D.A., LI..D Amaki Otuteye BRA J.D.
Judy Hamilton DA, D.Ed., LLD Justin Robinson B.Coiil, U.J)David PDuso U.Sc., PhD. J.D. Mlcbnc) Rush BA. J.D.Mattlicw Dankcsy B.B.A. (Horn), U -B. CPA Jey Kumarosamy B.CX.Li.B
J. Todd Holmes BA, LLU Mnrk A. Russell n.A., j.d.Sergey SteCanisIiiD PIlD,LLM Lnuvcn Dnncninn BA(Hoas)JX).Seta Boyadjlaa BA (Hods), JJ3.
AHU) BERLIS LLPBrookfield Place 181 Bay Street Suite 1800 Toronto, Ontario M5J 2T9
Attention: Jeremy Nemers
Dear Mr. Nemers:
RE: Vector Financial Services Limited and Downing Street Financial Inc. (collectively “Vector”) v.Ideal (JS) Developments Inc. (“Ideal JS”) and Shajiraj Nadarajalingam (“SN”); Court File No. CV-19-00622278-00 CL (the “Receivership Proceedings”)
We aclcnowledge receipt of your letter which received at 4:01 pm. on Friday August 23,2019. We represent Ideal JS and SN in connection with the Receivership Proceedings brought by Vector, Please communicate to our firm directly regarding all matters relating to the receivership order, which became effective at 5:00 pm on August 16, 2019 and in connection with any proceedings relating thereto.
On Friday, August 16, 2019 at 4:01 pm, David Filice, from Fuller Landau Group Inc. (the “Receiver”) by email asked for my client’s contact information. We responded to the Receiver’s email at 6:40 pm on August 16, 2019. The Receiver at 6:43 pm on Friday, August 16, 2019 advised that he wanted to meet with our client “to gather books and records as well as get a status update on the state of the purchase and sale agreements. As well I would like to gain their insight on a sale process for the property”.
Your first request for a meeting with Ideal JS’ principal was on Monday, August 19, 2019. We responded on Monday, August 19, 2019 and advised that our client’s principal was available to meet on Thursday, August 22, 2019 and in fact a meeting was held on August 22,2019 at which the President and Director of Corporate Strategy were present.
It is incorrect to allude that there were several follow up emails from the Receiver and/or its counsel to coordinate a meeting without reply, when in fact 2 requests were made, one on Friday evening (August 16, 2019) and then Monday morning (August 19, 2019), and a reply was provided for the August 22, 2019 meeting. The meeting took place 4 business days after the effective date of August 16,2019. This is hardly a “significant passage of time”.
In your August 23,2019 letter you state that I advised you that Mr. Shijiraj Nadarajalingam was the debtor’s sole shareholder. My records and the notes made by my associates attending the meeting indicate that the information was provided by Mr. Nadarajalingam and not by me.
FRIEDMAN LAW PROFESSIONAL CORPORATION 150 Ferrand Drive, Suite §00, Toronto, Ontario, M3C 3E5 Telephone: (416) 496-3340 Facsimile: (416) 497-3809 Website: www.friedmans.cn
The so “certain purported proposed refinancing materials’’ provided were a commitment letter dated June 19, 2019 from Ducimus Capital Inc. (“Ducimus”) to provide funding to repay the applicant all the money owed to it and a construction loan letter of interest from Fiera FP Real Estate Financing Fund L.P. to provide financing for construction of the project. The Ducimus commitment provided has been amended and attached you will find an executed revised commitment letter dated August 26, 2019 (the “Revised Commitment”) to fund $17,255,180 on or about September 6, 2019. The conditions for funding are provided in Section 7 of the Revised Commitment and Schedule “A” attached thereto. Given that our client intends to repay the amount owing to Vector Financial Services Limited (“Vector”) and applicable appropriate fees of the Receiver and its legal counsel by September 6, 2019, my client requests that the Receiver provide this time to obtain the Ducimus advance without incurring additional Receivers fees and additional legal fees.
Attached is the list of creditors we have been provided by our client. The list does not include the debt owing to Vector and Amercan Corporation. We are waiting for payout statements from these corporations.
We are delivering a USB to your office today via courier, which includes copies of the agreements of purchase and sale in connection with the Modern Manor Project.
The Receivership’s order became effective on August 16, 2019, and no one is ignoring the court appointed mandate. We are addressing each of your requests and have provided most of the information and documentation requested. There are still some documents and information to be provided and we are working on providing you this information and documentation expeditiously.
Yours truly,
FRIEDMAN LAW PROFESSIONAL CORPORATION
Per:William Friedman
cc: client
Enel.
FRIEDMAN LAW PROFESSIONAL CORPORATION 150 Fernmd Drive, Suite S00, Toronto, Ontario, M3C 3E5 Telephone: (416) 496-3340 Facsimile: (416) 497-3809 Website: www.lriednums.ctl
TOTAL 0.00 0.00 0.00 15,384.95 452,714.99 468,099.94
Page 1
TAB J
Jeremy Nemers 118From:Sent:To:Cc:Subject:
Bill Friedman <[email protected]> August-28-19 4:57 PM Jeremy Nemers; Shida Azari Steve Graff; Ian Aversa RE: Ideal
Mr. Nemers
We are waiting for instructions from our client regarding providing a breakdown of deposits held in trust by our firm for unit purchasers. As soon as we receive the instructions to provide same we will do so. We have provided you with both a verbal and written statement via email of the total deposits we are holding in trust for unit purchasers.We once again advise that our client has arranged for financing with Ducimus which when advanced will allow for the redemption of the applicant’s mortgage. Funding is anticipated to occur by September 6, 2019. We again urge you to ask the receiver to limit any activity pursuant to the receivership order and avoid incurring associated costs, until September 6, 2019, giving our client the time required to pay out and redeem the applicants mortgage.
Yours truly.
William FriedmanBarrister & Solicitor
MartirKtale-Hubbeir
jrapomIMBIiSaS
Friedmans--------------------------— | A w I t * M
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 [email protected] Tel; (416)496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may'be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If yon have received this message in error, please notily us immediately at 416-496-3340 or by e-mail [email protected] contcnu de cel envoi, pent etre privilegie et confidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ei-dessus. Tout autre distribution, expedition ou divulgation est striclement imerdite. Si vous avez recti ce message par erreur, svp informez-nous iminediatement par telephone a 4)6-496-3340 ou par e-mail [email protected] et supprimez ee message de voire boite de reception sans lecture ou la copier.
Per the below email exchange, we have still not received from you (amongst other things) the requested creditor addresses, the debtor’s bank account information or a statement confirming the breakdown of any and all monies held in trust on behalf of unit purchasers and/or the debtor.
In regards to the creditor addresses, if we do not receive same from you overnight, we will be going tp the expense of (amongst other things) ordering corporate/partnership profile searches for each of the corporate/partnership debtors listed on the creditor summary that you provided to us. £ ^ C
The Receiver and its counsel continue to rely upon all communications with your firm/client, together with the terms of the Order of the Ontario Superior Court of Justice (Commercial List) made August 1, 2019.
This email is inloncJerJ only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed lo anyone.
From: Jeremy Nemers Sent: August-27-19 11:41 AMTo: 'Shida Azari' <SA(5)friedmans.ca>: Bill Friedman <wf(5)friedmans.ca>Cc: Steve Graff <SEraff(5>airdberlis.coiT)>; Ian Aversa <iaversa(q>airdberlis.com>Subject: RE: Ltr to Nemers Importance: High
Thank you. Per our request of August 20, 2019, would you please send to us the addresses for each of the creditors set out on the debtor’s creditor listing? As set out in our August 20 request, this is time-sensitive given the statutory duties to inform known creditors of the receivership.
This email is intended only for the individual or entity named m the message. Please let us know if you have received this email in error If you did receive this email in error, Ihe information in this email may be confidential and must not be disclosed lo anyone.
Friedmans-------------------------------I a sv ) i t: .M
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416)497-3809 Email: sa(5)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
Thank you for your letter of a few minutes ago, which is reattached. There are several statements in your letter that are clearly incorrect and/or incomplete, as applicable, and which can be verified by reviewing the communications that have already been exchanged. The Receiver relies on the totality of these communications.
Thank you for providing us with a copy of the debtor’s listing of creditors (excluding the two registered mortgages, the Receiver and its counsel). We will review same and advise if we have any follow-up questions for you or your client in regards to this document.
As set out in my letter to you last Friday, and as confirmed in your email back to me of same date, you and your client also undertook last Thursday to provide the Receiver by no later than yesterday with the debtor’s bank account number and associated banking information; however, this information remains outstanding. Kindly provide such information right away. Similarly, you were also requested to provide the Receiver with a statement confirming the amount, location and breakdown of any and all monies held in trust on behalf of unit purchasers and/or the debtors, which you advised you would do by last Friday; however, only the total amount (and location, being your firm’s trust account) of $1,626,767.59 has been provided without any breakdown. Kindly provide such information right away.
Finally, your letter purports to advise that an amended Ducimus commitment letter dated August 26, 2019 has been attached, but no such letter was in fact attached. Kindly forward a copy of same to us if you wish for the Receiver to consider same.
This email is intended only for the individual or entity named in the message. Please let us know if you have received (his email in error, if you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Aird 8c Berlis LLP 181 Bay Street Suite 1800 Toronto, Ontario M5J 2T9
Attention: Jeremy Nemers
Dear Mr. Nemers
Re: Vector Financial Services Limited and Downing Street Financial Inc. (collectively“Vector”) v, Ideal (JS) Developments Inc,
Your email of August 27, 2019 assumes that the loan amount to be advanced pursuant to the Ducimus Commitment letter is not sufficient to repay the Applicant and the amounts ranking in priority thereto (i.e., the Receiver’s fees and disbursements, those of its counsel, property taxes, etc,), the amounts owing to the second mortgagee or the amounts owing to the debtor’s unsecured creditors (which unsecured creditors you advised represent additional debt of $468,099.94).
You have not to date provided any statement of the Receiver’s fees and disbursements nor those of its counsel. Please provide an up-to-date statement thereof promptly. As far as property taxes are concerned whatever amount is outstanding will be paid from the Ducimus advance. The second mortgagee will remain on title and will subordinate to the Ducimus charge so there will not be any payment required to the second mortgagee. As far as unsecured creditors are concerned these will be dealt with in the ordinary course and in any event there will be sufficient funds available to repay any unsecured creditors that require payment.
Your assumption that our client will not have sufficient funds to repay the Applicant and the appropriate receiver’s fees and legal costs is incorrect, The net advance from Ducimus after deducting all capitalized amounts from the loan of $17, 255,000 is $16,140, 753. In addition a related Ideal entity will loan Ideal (JS) any additional funds required to pay the Applicant’s outstanding amount, and the appropriate Receiver’s fees and disbursements and those of its counsel. We can assure you that such additional funds will be made available by related Ideal entities if required.
FRIEDMAN LAW PROFESSIONAL CORPORATION 150 Ferrand Drive, Suite 800, Toronto, Ontario, M3C 3E5 Telephone: (416) 496-3340 Facsimile: (416) 497-3809 Website: www.irietlninns.cn
The Applicant’s outstanding amount is estimated to be $16,156,337 which includes additional interest from July 10, 2019 to September 10, 2019 at 12.5% per annum. We have requested an up- lo- date pay out statement as at September 10, 2019 from the Applicant’s legal counsel.
We require that you forthwith advise any bank or secured creditor or consultants to whom you have provided notice of the receivership that it is only the account and property of Ideal (JS) Developments which is subject to the receivership order and not any other related entity or property. Failure to do so will continue to cause damage to other Ideal entities and you are now on notice thereof. Moreover, the information published in the Insolvency Trader which information likely came for the Receiver stated that Ideal (JS) Developments has been unable to obtain construction financing or take-out financing. Given the information and copies of the commitment letters we have provided to you, makes it clear that the foregoing statement is false and should not have been included or made.
In addition, there is no reason to have included the statement that Ideal (JS) Developments is related to Markham, Ontario based real estate developer Ideal Developments. This statement only causes damage to other Ideal entities.
We urge you to advise the Receiver to limit any information regarding the receivership to Ideal (JS) Developments,
We once again ask that you limit your activity and stay any further action until September 10, 2019, to allow funding of the Ducimus loan and repayment of the Applicant to occur without any further costs and loss being incurred and suffered by Ideal (JS) Developments.
Friedman Law Professional Corporation150 Ferrand Drive, Suite 800 Toronto, ON M3C 3E5
Attention: William Friedman
Dear Mr. Friedman:
Re: Court File No. CV-19-00622278-00 CL / Vector Financial Services Limited and Downing Street Financial Inc. v. Ideal (JS) Developments Inc. and Shajiraj
Nadarajalingam (the “Receivership Proceedings”)
As you know, we are the lawyers for The Fuller Landau Group Inc., in its capacity as the court- appointed receiver (in such capacity, the “Receiver") of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs 03208-3229 (IT) and 03208-3230 (LT) (the “Real Property”); and (ii) all the other assets, undertakings and properties (together with the Real Property, the “Property”) of Ideal (JS) Developments Inc. (the “Debtor”).
We are In receipt of your letter dated yesterday, September 4, 2019. Unless otherwise stated, all capitalized terms herein are defined as in our email to you dated August 19, 2019, our letter to you dated August 23, 2019 and our email to you dated August 27, 2019, as applicable, all of which are reattached (with attachments) to this letter for convenience.
The demands and related accusations that you make of the Receiver and its counsel in your letter are entirely unsupported and without merit. Without limiting the generally of the foregoing, at no time has the Receiver or its counsel:
a) stated, suggested or implied to anyone that the Receiver is appointed over any entity or property other the Debtor and the Property;
b) responded to any request for information from the Insolvency Insider (or any other commercial publication) in connection with the Receivership Proceedings;
c) caused any damage to your client or any of your client’s business interests;d) advised you or your client as to the quantum of the Debtor's unsecured indebtedness (it
being you who eventually provided this information to the Receiver's counsel after numerous requests for same); or
e) made any assumptions about the sufficiency of the loan amount that you claim will be advanced pursuant to the Ducimus Commitment Letter dated August 26, 2019.
Since the very outset of its appointment, the Receiver and its counsel have invited you to provide a copy of any refinancing materials that you wish for the Receiver to consider. Our email to you of August 27, 2019 deducts the fees and interest reserve amounts stated on the face of the Ducimus Commitment Letter from the loan amount that is also stated on the face of that commitment letter. The result is less than the amount of the Applicants' payout statement dated June 24, 2019. There are no assumptions to this analysis.
Aird & Berlis LLP Brookfield Place, 181 Bay Street, Suite 1800, Toronto, Canada M5J 2T9 ! 416,863.1500 416.863.1515 alrdberlis.com
If your client has any additional access to capital as you suggest in your letter of yesterday, then you and your client are once again invited to provide evidence of same to the Receiver and its counsel for consideration. To date, neither the Receiver nor the Receiver's counsel has been provided with any meaningful evidence that sufficient funds are or will be made available by your client to pay or otherwise satisfy the Applicant, much less that any funds would remain to address any of the Debtor’s other creditors. Given this evidentiary vacuum, the Receiver and its counsel are not in a position to contemplate the Receiver’s discharge pr otherwise delay the continued advancement of the Receivership Proceedings.
The Receiver and its counsel continue to rely on the terms of the Consent Receivership Order and on all past communications with your firm and your client, including, without limitation, those in respect of informational requests made by the Receiver and its counsel in respect of the Records, certain of which informational requests remain outstanding to this day despite your assurances that such information would be provided and despite the express terms of the Consent Receivership Order requiring that such information be provided.
On August 28, 2019, you advised that you were waiting from instructions from your client regarding providing a breakdown of deposits held in trust by your firm for unit purchasers, We have not heard from you since on this point, or in regards to any of the other outstanding informational requests by the Receiver, including, most notably, branch and account numbers for the Debtor’s bank account(s) (which you advised you would provide on or about August 26, 2019) and documents pertaining to Tarion Warranty Corporation (which you advised you would provide sometime during the week of August 26, 2019). As you know, you and your client (together with all other Persons) are already compelled by Court Order to provide these Records to the Receiver.
On behalf of the Receiver, we once again require that you and your client comply with the Consent Receivership Order forthwith by, amongst other things, producing all outstanding initial requested Records to the Receiver immediately. As you know, significant costs secured by a priority charge on the Property have already accrued as a result of repeated non-compliance with the Consent Receivership Order, and the costs of the Receiver’s mandate will continue to be exacerbated moving forward without the cooperation of you and your client.
As previously communicated, the Receiver intends to raise the matters addressed in this letter during the next Court attendance, and very much hopes to receive full cooperation moving forward so that these Receivership Proceedings may evolve in an amicable, efficient and effective manner for all stakeholders.
Yours truly,
P
cc: Gary Abrahamson and David Filice, The Fuller Landau Group Inc,cc; Steven Graff and Ian Aversa, Aird & Berlis LLPcc: Shida Azari, Judy Hamilton and Mark Russell, Friedman Law Professional Corporationcc: Prasana Baldachandran
37155702.3
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Friedmans-------- ------------------- LAW FIRM
Wlllinui Ki U'ilmnn M.A.. I.LH Patrick link os n.A.j.P.Shirley II »l aSy.LJtom), M.JJ.A.J.D, Vegnnch Pcjmtm UA.J.D.. J.U.ShUIn Aznvl n.A.,LL.D Aiuflkl Oluteve B.B.A, JD.
Aird & Berlis LLP 181 Bay Street Suite 1800 Toronto, Ontarip M5J 2T9
Attention: Jeremy Nemers
Dear Mr. Nemers
Re: Vector Financial Services Limited and Downing Street Financial Inc. (collectively“Applicant”) v. Ideal (JS) Developments Inc. (“Ideal JS”)
We acknowledge receipt of your letter dated September 5, 2019. We do not agree that our observations regarding the actions of the Receiver and it counsel are without merit.
Your email of August 27, 2019 at 3:15 pm expressly states that based on the calculations you arrived at in that email “the loan amount under the Ducimus Commitment Letter does not appear to be sufficient to repay the Applicant”. We have enclosed a copy of the Ducimus commitment letter dated August 26, 2019. The loan amount is in our view sufficient to repay the Applicant after deducting the fees and interest reserve. In addition as we advised a related Ideal entity will loan Ideal (JS) any additional funds required to pay the Applicant’s outstanding amount, and the appropriate Receiver’s fees and disbursements and those of its counsel. We can assure you that such funds are available from a related entity. If you require evidence thereof in addition to our assurance then please advise what, evidence will satisfy you. If the related entity places the funds in our trust account will that suffice.
In addition please provide us with a copy of the pay-out statement as at September 10,2019 which Mr. Mervyn Abramowitz of Blaney’s law firm advised he is sending to the Receiver. I have attached a copy of his email to the email to which this letter is attached.
Once again we request that you provide us with a statement of the costs incurred by the Receiver and its legal counsel to the date hereof.
We have also provided Lerners, legal counsel for Ducimus, with your contact information should any discussion regarding the funding of the Ducimus loan be necessary.
FRIEDMAN LAW PROFESSIONAL CORPORATION 150 Fernind Drive, Suite 800, Toronto, Ontario, M3C 3E5 Telephone: (*11 fi) 4%-WIO Fnc,simile: (416)497-3809 Website: www.triedmans.cn
We once again ask that you limit your activity and stay any further action until September 10, 2019, to allow funding of the Ducimus loan and repayment of the Applicant and tire appropriate Receiver costs as well as those of its counsel’s and the termination of the Receivership Order, without any further costs and loss being incurred and suffered by Ideal (JS) Developments.
Please confirm that the Receiver and its legal counsel will stay any further activity until September 10, 2019.
Yours truly,
Friedman Law; Professional Corporation
C.
127
Jeremy Nemers
128
From: Mervyn D. Abramowitz <[email protected]>September-05-19 4:09 PM Bill FriedmanMark Russell; Judy Hamilton; Shida Azari; Jeremy Nemers; Ian Aversa; Gary Abrahamson; David Filice (dfilice(a>fullerllp.<;om) RE: Vector / Ideal (JS) Developments - Payout Statement
Sent:To:Cc:Subject:
Bill, as you know, the property here is under the control of the Receiver, as are all the assets of your client. We will request a payout statement, as at September 10, and send it to the Receiver. However, you ought to be dealing with the Receiver from here on in with respect to the property.
MervynOur client Ideal (JS) Developments Inc. is in the process of completing its security documents with Ducimus for funding of the repayment of the amount due to your client Vector Financial Service Limited under the 1st mortgage of the property located at 39,53 &67 Jefferson Side Road.
Please provide us with an up to date payout statement as soon as possible so that we can set funds aside for such payment. The last payout statement we received was dated June 24, 2019 but included interest due July 10, 2019 with total payout amount of $15,838,595.
Our client anticipates that funds will be available by September 10, 2019. Please provide us with a payout statement as at September 10, 2019. Ducimus requires a copy of the payout statement as well.
FRIEDMANS---------- -—:——“ I A tv r t K MFriedman Law Professional Corporation
129
150 Ferrand Drive, Suite 802 Toronto, ON M3C 3E5 wf(a>friedmans.ca Tel: (416)496-3340 ext. 199 Fax: (416) 497-3809Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected]. l.c content! de eel envoi, pent etre privilegie el confidential, nc s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictemcnt inlerdile. Si vous avez reeu ee message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] el supprimez ce message de votre boite de reception sans lecture ou la copier.
Friedman Law Professional Corporation150 Ferrand Drive, Suite 800 Toronto, ON M3C 3E5
Attention: William Friedman
Dear Mr. Friedman:
Re: Court File No. CV-19-00622278-Q0 CL / Vector Financial Service^ Limited and Downing Street Financial Inc. v. Ideal (JS) Developments Inc. and Shajiraj
Nadarajalingam (the “Receivership Proceedings”)
As you know, we are the lawyers for The Fuller Landau Group Inc., in its capacity as the court- appointed receiver (in such capacity, the "Receiver”) of: (I) the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and described legally in PINs 03208-3229 (LT) and 03208-3230 (LT) (the "Real Property”); and (ii) all the other assets, undertakings and properties (together with the Real Property, the “Property”) of Ideal (JS) Developments Inp. (the “Debtor").
Unless otherwise stated, all capitalized terms herein are defined as in our email to you dated August 19, 2019, our letter to you dated August 23, 2019, our email to you dated August 27, 2019 and our letter to you dated September 5, 2019, all of which are reattached to this letter for convenience.
We are in receipt of your letter dated yesterday evening, September 5, 2019, together with:
a) a copy of your email exchange of same date with the Applicants’ counsel; and
b) a hand-written mark-up of the Ducimus Commitment Letter dated August 26, 2019 and purportedly signed-back by your client on behalf of the Debtor on August 29, 2019 (the“Mark-Up”).
Your letter of yesterday evening is of concern to the Receiver and its counsel for several reasons.
First, your letter continues to allege entirely unsupported and meritless accusations against the Receiver and its counsel.
Second, absent from your letter and its attachments are the outstanding Records that you and your client are obliged to provide the Receiver pursuant to the Consent Receivership Order, as detailed to you at some length in several of our previous communications with you, including, without limitation, such basic Records as the Debtor’s bank account and branch numbers, a breakdown of deposits held in trust by your firm for unit purchasers and documents pertaining to Tarion Warranty Corporation. Since the very outset of its appointment, the Receiver and its counsel have reminded you of your obligations to provide such Records in accordance with paragraphs 4 to 6 of the Consent Receivership Order, but you have not done so.
Alrd & Berlls LLP Brookfield Place, 181 Bay Street, Suite 1800, Toronto, Canada MSJ 2T9 : 416,863.1500 P 416.863,1515 I alrdberlls.com
Third, as you know, prior to your letter of yesterday evening, neither the Receiver nor its counsel had received from you (or even knew of the existence of) the Mark-Up, despite its purported sign-back date of one week ago and the requests by the Receiver and its counsel since the very outset of the Receiver's appointment to be provided with a copy of any refinancing materials that you wish for the Receiver to consider,
Fourth, since the very outset of its appointment, the Receiver and its counsel have reminded you that the Receiver now has exclusive authority to deal with all the matters referenced in paragraph 3 of the Consent Receivership Order (such that, amongst other things, your client no longer has authority to represent or enter into contracts on behalf of the Debtor) and that any potential refinancing transaction must now involve the Receiver, occur as part of the Receivership Proceedings and be responsive to more than the Debtor's debts to the Applicants, Your client has nonetheless purported to represent the Debtor, mark-up the Ducimus Commitment Letter (none of which is initialed by the lender, including, without limitation, the purported interest reserve reduction from six months to four months) and sign back the Mark-Up on the Debtor’s behalf,
Of additional concern is that your letter of yesterday evening:
a) improperly treats the Ducimus Commitment Letter and the Mark-Up as if they are one and the same;
b) improperly treats the Mark-Up as if it has been accepted by the lender and the Debtor, when, on the face of the document and at law, neither is true;
c) improperly treats the Receiver’s calculations in respect of the Ducimus Commitment Letter as if they are in respect of the Mark-Up;
d) improperly criticizes the Receiver’s conclusion that the net loan amount under the Ducimus Commitment Letter is insufficient to repay the Applicants (while, in the very same paragraph, relying upon the purported reduced interest reserve in the Mark-Up to repay the Applicants);
e) completely ignores that all the Debtor’s debts must be addressed by any potential refinancing transaction, including, without limitation, those ranking both in priority to and behind the Applicants (including, without limitation, the debts owing to the Debtor’s unsecured creditors, which you have previously advised represent an additional $468,099,94, almost all of which you have previously advised has been owing for over 90 days); and
f) advises that Lerners LLP (“Lerners") is counsel for Ducimus and that you have provided Lerners with the contact information of the Receiver’s counsel; however, notwithstanding that the purported funding date under both the Ducimus Commitment Letter and the Mark-Up is today, no one from Lerners has contacted the Receiver’s counsel as of the time of issuing this letter.
If you advise as to the name of the lawyer with carriage of the matter at Lerners, the Receiver's counsel would be happy to get in contact with such person, In a similar vein, we once again invite you and your client to provide the Receiver and its counsel with a copy of any refinancing materials that you wish for the Receiver to consider, and the Receiver and its counsel will also review and consider the Applicants' payout statement upon receipt of same.
Page 3
However, as the Receiver and its counsel have reiterated to you on several occasions, the Receiver cannot ignore the mandate bestowed upon it by the Court. Given the state of affairs that is known to the Receiver at this time, the Receiver cannot, in its reasonable business judgment, contemplate its discharge or otherwise delay the continued advancement of the Receivership Proceedings.
On behalf of the Receiver, we once again require that you and your client comply with the Consent Receivership Order forthwith by, amongst other things, producing all outstanding initial requested Records to the Receiver immediately. As you know, significant costs secured by a priority charge on the Property have already accrued as a result of repeated non-compliance with the Consent Receivership Order, and the costs of the Receiver’s mandate will continue to be exacerbated moving forward without the cooperation of you and your client,
As previously communicated, the Receiver intends to raise the matters addressed in this letter during the next Court attendance, and very much hopes to receive full cooperation moving forward so that these Receivership Proceedings may evolve in an amicable, efficient and effective manner for all stakeholders.
Yours truly,
cc: Gary Abrahamson and David Filice, The Fuller Landau Group Inc.cc: Steven Graff and Ian Aversa, Aird & Berlis LLPcc: Shida Azari, Judy Hamilton and Mark Russell, Friedman Law Professional Corporationcc: Prasana Baldachandran
37167253.1
TABO
Jeremy Nemers133
From: Jeremy Nemers September-06-19 8:53 PM Mark RussellBill Friedman; 'Abrahamson, Gary' ([email protected]); David Filice; Steve Graff; Ian Aversa; Shida Azari; Judy HamiltonRe: Coprt File No. CV-19-OQ622278-00-CL / Vector Financial Services Limited and Downing Street Financial Inc. v. Ideal (JS) Developments Inc. and Shajiraj Nadarajalingam
Sent:To:Cc:
Subject:
Thanks for your email, Mark.
We disagree with many aspects of your email below, which once again contains many unsupported and meritless allegations against the Receiver and its counsel.
We do not intend to reiterate our concerns in this email, other than to say that: (i) at no time have we contacted your client directly; and (ii) we would be happy to attend at Court on Tuesday to speak to this matter.
We have no issues with you submitting the hearing request form for a hearing on Tuesday, but we request that you please include our letter to Mr. Friedman of today (along with the four enclosures thereto) so that the Court has an understanding as to the background to your hearing request and the Receiver's associated concerns. Please keep us copied on your correspondence to the Court when you submit the hearing request form.
Thanks,
Jeremy
Sent from my iPhone
On Sep 6, 2Q19, at 7:53 PM, Mark Russell <MR(5>friedmans.ca> wrote:
Jeremy,
We think it is inappropriate for you to contact our client directly. Please refrain from doing so.
Our client has a financing commitment together with other funds available sufficient to discharge the first mortgagee, pay the Receiver's fees and deal with the unsecured creditors as necessary. The other secured creditor, Amercan Corporation, is in support of the refinancing. There is no need to involve the Receiver in a review of the security documents provided Ideal redeems the mortgage and pays the appropriate Receiver's costs and expenses. You have sufficient information from Bill Friedman to be satisfied that there are funds available and he has invited you to tell him what else you require to be assured sufficient funding is in place to satisfy all creditors, secured and unsecured. Upon payment of the first mortgage, the Receivership will be in a position to be terminated.
The actions of the Receiver are counterproductive and do not make commercial sense. Given your failure to provide us with a payout statement for the first mortgage and the Receiver's fees, we are in a position that we won't be able to close financing next week. We do not agree that the Receiver needs to be intimately involved in the refinancing and have access to all of the private information in the circumstances that a full redemption is occurring.
Our client has instructed us to attend court for directions so that we can lift the stay and suspend the Receivership for the purpose of allowing Ideal to sign the security documents in order to be permitted to redeem the first mortgage and discharge the receivership.
We are writing to the commercial list to ask to be an add-on to the list on Tuesday September 10, as the financing is in a position to close on Wednesday, September 11. Attached is a copy of the Hearing Request form, on which we have included Mr. Abramowitz and Ms. Hodges
Mark A. Russell <iinage002.jpg>Friedman Law Professional Corporation150 Ferrand Drive, Suite 800Toronto, ON M3C 3E5mr@,friedmans.caTel: (416)496-3340 ext. 119Fax:(416)497-3809
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contenu de cet envoi, pent etre privilegie et confidentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est slrictement interdite. Si vous avez recu ce message par erreur. svp infbrmcz-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
From: Jeremy Nemers fmailto:inemers(5)airdberlis.com1 Sent: Friday, September 6, 2019 4:57 PM To: Bill Friedman <wf(S)friedmans.ca>Cc: "Abrahamson, Gary' ([email protected])' <GAbrahamson(5)FullerLLP.com>; 'David Filice' <[email protected]>: Steve Graff <[email protected]>; Ian Aversa <iaversa(5)airdberlis.com>; Shida Azari <[email protected]>: Judy Hamilton <[email protected]>; Mark Russell <[email protected]>: 'Prasana Balachandran' <[email protected]>Subject: Court File No. CV-19-0Q622278-00-CL/Vector Financial Services Limited and Downing Street Financial Inc. v. Ideal (JS) Developments Inc. and Shajiraj Nadarajalingam Importance: High
Counsel,
Please see the attached correspondence of today’s date, together with four enclosures thereto.
Bill Friedman <[email protected]>September-09-19 10:29 AMJeremy NemersMark Russell; Shida AzariRE: Documents - Ducimus Capital Inc, l/t Ideal (JS) Developments Inc.
1 O n JO
Mr. NemersFor your information below is an email from David Lyons of Lerners. The email is self explanatory. In order to complete the financing transaction and repay the Applicant and pay the Receiver’s appropriate costs we will need the following;
1. A pay out statement from the Applicant effective September 10, 2019;2. Copy of an invoice from the Receiver and legal counsel; and3. Your confirmation on behalf of and binding the Receiver that my client as debtor has the Receiver’s
consent to exercise its rights to enter into the closing documents provided by Lerners which are itemized in his email below. Without such confirmation given Section 10 of the Order, my client is not authorized, without leave of the Court to execute the applicable documents and I will not be able to provide the legal opinion requested by Lerners regarding proper execution and delivery of the documents.
If we don’t receive the confirmation of the Receiver’s consent we will have no alternative except to seek leave of the Court as soon as possible and seek costs for having to do so.
Yours truly,
William FriedmanBarrister & Solicitor
MartimJale-Hubbeir
SOI2012
Friedmans______— ----- - [ ^ * mumFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 [email protected] Tel: (416)496-3340 ext. 199 Fax: (416)497-3809
Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] content! de cet envoi, pent etre privilegie et confidentiel. ne s'adresse qu'aufx) destinataire(s) indiqne(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictemcnt interdile. Si votis avez recu ce message par erreur, svp informez-nous immediatemenl par telephone a 416-496-3340 on par e-mail [email protected] et supprimez ce message de votre boite de reception sans lecture ou la copier.
Further to our earlier correspondence in the above matter, we confirm that our office has now prepared certain required documents in connection with this transaction and we attach the following documents. Please review an<^ prepare same for execution by your client and the guarantors by addressing any requirements noted in square brackets below. Please advise us of any inaccurate or incomplete information in the documents and advise us of any changes made in documents before execution.
Please ensure that our office receives a scanned copy of all signed documents and requirements by not later than 4:00 pm on the second business day prior to advance, to ensure that our client is able to prepare for advance of the loan. We also require 2 original, signed copies of each document as soon as possible (please retain any copies required to report to your client.)
First Charge/Mortgage of Land, together with A & D and Mortgage Schedule [advance date to be advised]
General Assignment of Rents and related A & D
Acknowledgement of Standard Charge Terms from each of (i) Borrower (ii) Individual Guarantor (iii) Corporate Guarantors and a copy of Standard Charge Terms filed as No. 201609
Site Specific General Security Agreement
General Assignment of Agreements of Purchase and Sale
Assignment of Material Contracts and Project Documents to Lender
Guarantee and Postponement of Claim from the Individual and Corporate Guarantor
Postponement of Claim from the Borrower re: Claims in the Corporate Guarantor
Statutory Declaration
Joint and Several Environmental Indemnity Agreement from the Borrower and Guarantors
Non-merger Agreement from the Borrower and Guarantors
Direction to Lender
Certificate of Corporate Authority for Borrower and Corporate Guarantors
Certified Authorizing Resolution of Borrower and Corporate Guarantors
Assignment of Fire Insurance
Verification of Identification Form relating to the Borrower, Corporate Guarantors and Individual Guarantor
As previously indicated, we also require the following from your office prior to advance:
Corporate Opinion as solicitor for the Borrower and Corporate Guarantors, the proposed form of which is attached hereto in Word for ease of preparation including a Certificate of Status for the Borrower and Corporate Guarantors
Your firm’s undertaking to disburse the net loan proceeds only to the Borrower or for your legal fees
Payout statement for existing first mortgage
Completed ID form and copies of photo ID of the signing officers, certified by you. We require 2 pieces of ID (at least one photo ID)
Confirmation of fire insurance coverage on the subject property
Assignment of Settlement Proceeds to follow once requested information is provided to our office
Those items noted in our prior correspondence 133We look forward to receiving the above at your earliest convenience.
Regards,
David
David D. Lyons | Lerners LLP | Partner | phone 519.640.6383 | direct fax 519.932.3383 | [email protected] | 88 Dufferin Ave, London - Ontario - N6A 1K4
Lt: R N li RS,.\W n: P'.
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Jeremy Nemers
From:Sent:To:Subject:
Mark Russell <[email protected]> September-10-19 6:18 PM Jeremy NemersRE: Ideal (JS) Developments Inc.
Thank you. Much appreciated,
Mark A. Russell
Friedmans-----------------------I A W lit MFriedman Law Professional Corporation150 Ferrand Drive, Suite 800Toronto, ON [email protected]: (416)496-3340 ext. 119Fax:(416)497-3809
This (xiimmmiealion may be solicitor/cliem privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] Le contcnu de.cet envoi, peut etre privilegie et conltdentiel, ne s'adresse qu'au(x) destinataire(s) indique(s) ci-dessus. Tout autre distribution, expedition on divulgation est srrietemem interdite. Si votis avez reen ce message par errenr, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail inr@,friedmans.ca et supprimez ee message de voire boite de reception sans lecture ott la copier.
From: Jeremy Nemers [mailtQ:[email protected]]Sent: Tuesday, September 10, 2019 6:14 PM To: Mark Russell <MR(5)friedmans.ca>Subject: RE: Ideal (JS) Developments Inc.
Hi Mark,
The two case websites that may be of assistance to you are:
• https://www.sperqelcorporate.ca/engaqements/northview-collision/ (including, amongst other materials, the motion record of the respondents returnable August 29, 2019, and the materials filed by the Receiver); and
• https://www.spergelcorporate.ca/engagements/2556733-ontario-inc/ (including, amongst other materials, the supplementary affidavit of Santina Calidonna sworn January 9, 2019, and the materials filed by the Receiver).
This email is intended only for the individual or entity named in the message. Please lei us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
From: Mark Russell [mailto:[email protected] Sent: September-ip-19 5:40 PMTo: Jeremy Nemers <inemers(aairdberlis.com> 141.Subject: RE: Ideal (JS) Developments Inc.
Jeremy,
You mentioned a motion record for the debtor for a similar situation. Would you be able to provide me a copy of the motion record as a precedent?
Thank you,
Mark A. Russell
Friedmans-------------------------- I A < i * .MFriedman Law Professional Corporation150 Ferrand Drive, Suite 800Toronto, ON M3C [email protected]: (416) 496-3340 ext. 119Fax: (416) 497-3809
This cximrmimealion may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify' us immediately at 416-496-3340 or by e-mail [email protected] Le eonlenu dc cet envoi, peut etre privilegie et eonfidentiel, ne s'adresse C|u'an(x) destinataire(s) indique(s) ci-dessus, Tout autre distribution, expedition on divulgation esl strictement interdite. Si vous avez reeu ce message par erreur. svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et supprimez. ce message de votre boile de reception sans lecture ou la copier.
To the extent that it is of assistance to you and your client in estimating the funds required to satisfy all stakeholders, we can advise that the fees and disbursements of the Receiver and its counsel total approximately $107,250, inclusive of HST, as of yesterday morning. We reiterate our previous requests that you please provide the Receiver and its counsel with the outstanding Records as required in the Consent Receivership Order, including:
(i) contact information for all the Debtor’s creditors;(ii) the Debtor’s banking information (inclusive of account numbers and branch numbers);(iii) a breakdown of deposits held in trust by your firm for unit purchasers;(iv) any documents pertaining to Tarion Warranty Corporation;(v) a copy of the Debtor’s most recent tax filings with CRA;(vi) evidence of the Debtor’s currency or arrears (as the case may be) with respect to CRA;(vii) evidence of the Debtor’s currency or arrears (as the case may be) with respect to property taxes; and(viii) any materials that you wish for the Receiver and its counsel to review and consider in connection with your
client’s refinancing attempt.
Can I also ask that you please serve a notice of appearance reflecting your representation of Mr. Prasana Balachandran in this proceeding (if you are representing him in this proceeding)?
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error.If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
JeremyFurther to our conversation this morning at commercial court, please provide us with:
1. The Receiver’s and its legal counsel’s invoices for their respective costs to date.2. Copy of the Applicant’s payout statement without the “Without Prejudice” wording. We need to be able to
rely on the statement, as will Ducimus.
Yours truly,
William FriedmanBarrister & Solicitor
Marti ndale4*lufobeir
r a\ Apreeminent/ PeerRatmtarHlghwtLevel 3ma^ / of Professional E«celte«* Jln“
FRIEDMANS—-----------—-, ~ ™. | j, v, I j K MFriedman Law Professional Corporation
150 Ferrand Drive, Suite 802 Toronto, ON M3C3E5 wf(5)friedmans.ca Tel: (416) 496-3340 ext. 199 Fax: (416) 497-3809
Friedman Law Professional Corporation
This communication may be solicilor/clienl privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copyin or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] ,e conlemi de cet envoi, pent etre privilegie et confidentiel, ne s'adresse c|u'au(x) destinataire(s) indiqtie(s) ci-dessus. Tout autre distribution, expedition on divulgation est strictemcnt inlerditc. Si vous avez recti ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 on pat e-mail [email protected] et supprimez ce message de votre boile de reception sans lecture ou la copier.
From: Jeremy Nemers fmailto:[email protected] Sent: Tuesday, September 10, 2019 11:22 AM
To: 'David D. Lyons' <[email protected]>: Domenico Magisano <dmagisano(5)lerners.ca>Cc: Bill Friedman <wf(5)friedmans.ca> .« ^ eSubject: RE: Ideal (JS) Developments Inc. i- h t
Hi David and Dorn,
Thanks for reaching out. I understand from discussions with Mr. Friedman, who is counsel for the Debtor's principal, that he would like to join this call and is available this afternoon.
I can speak at 1 p.m. today as you have proposed, and will circulate a dial-in to all on this email chain.
This email is intended only for the individual or entity named in the message Please lei us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
We act for Ducimus Capital Inc., who are looking to provide take-out financing to the above company to pay out the amounts owed by them in connection with their mortgage to Vector Financial Services Limited/Downing Street Financial Inc. Our title search has located the recent receivership order appointing Fuller Landau Group and I am advised that you are acting for them in this matter. I am hoping to coordinate a call with yourself and Dorn Magisano of our Toronto office to discuss the process for the registration of new security for our client and the handling of the pay out of the existing mortgage and the termination pf the receivership. Would you be available tomorrow afternoon for this call, either at 1:00 or at 4:30 or later?
Thanks,
David
I phone 519.640.6383 | direct fax 519.932,3383 | [email protected] | 88 Dufferin Ave, London -
£RH .0315,You may unsubscribe from certain types of e-mail messages sent by our firm including promotional e-mails and newsletters. To unsubscribe, forward this email message to unsubscribe@,lerners.ca.
David D. Lyons | Lerners LLP | Partner Ontario - N6A 1K4
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145
Jeremy Nemers
From:Sent:To:Cc:Subject:Attachments:
Jeremy Nemers September-10-19 5:58 PM 'Bill Friedman’Steve Graff; Ian Aversa; 'Shida Azari'; 'Mark Russell'; 'Mervyn D. Abramowitz' RE: Ideal (JS) Developments Inc.Payout Statement 2019-09-10.pdf
Hi Bill
Further to the below, please see the attached payout statement that I have received from Mervyn (who has naturally advised that a further updated payout statement will need to be sought if your client’s intention remains to pay off the mortgage).
We look forward to receiving the information requested most recently in my below email.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not Ido disclosed to anyone.
To the extent that it is of assistance to you and your client in estimating the funds required to satisfy all stakeholders, we can advise that the fees and disbursements of the Receiver and its counsel total approximately $107,250, inclusive of HST, as of yesterday morning. We reiterate our previous requests that you please provide the Receiver and its counsel with the outstanding Records as required in the Consent Receivership Order, including:
(i) contact information for all the Debtor’s creditors;(ii) the Debtor’s banking information (inclusive of account numbers and branch numbers);(iii) a breakdown of deposits held in trust by your firm for unit purchasers;(iv) any documents pertaining to Tarion Warranty Corporation;(v) a copy of the Debtor’s most recent tax filings with CRA;(vi) evidence of the Debtor’s currency or arrears (as the case may be) with respect to CRA;(vii) evidence of the Debtor’s currency or arrears (as the case may be) with respect to property taxes; and(viii) any materials that you wish for the Receiver and its counsel to review and consider in connection with your
client’s refinancing attempt.
Can I also ask that you please serve a notice of appearance reflecting your representation of Mr. Prasana Balachandran in this proceeding (if you are representing him in this proceeding)?
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive Ihis email in error, the information in this email may be conridential and must not be disclosed to anyone.
JeremyFurther to our conversation this morning at commercial court, please provide us with:
1. The Receiver’s and its legal counsel’s invoices for their respective costs to date.2. Copy of the Applicant’s payout statement without the “Without Prejudice” wording. We need to be able to
rely on the statement, as will Ducimus.
Yours truly.
William FriedmanBarrister & Solicitor
Martiodale-Hubbell’
Friedmans' t A W II Jt M
Friedman Law Professional Corporation
150 Ferrand Drive, Suite 802Toronto, ON M3C3E5wf(5>friedmans.caTel: (416) 496-3340 ext. 199Fax:(416)497-3809
Friedman Law Professional Corporation
This communication may be solicitor/client privileged and contains confidential information intended only for the persons to whom it is addressed. Any other distribution, copying or disclosure is strictly prohibited. If you have received this message in error, please notify us immediately at 416-496-3340 or by e-mail [email protected] contenu de cet envoi, peut etre privilegie el confidcntiel, ne s'adresse qu'au(x) destinalaire(s) indique(s) ci-dessus. Tout autre distribution, expedition ou divulgation est strietemenl interdile. Si vons avez reeu ce message par erreur, svp informez-nous immediatement par telephone a 416-496-3340 ou par e-mail [email protected] et sttpprimez ce message de votre boite de reception sans lecture on la copier.
From: Jeremy Nemers [mailto:[email protected] Sent: Tuesday, September 10, 2019 11:22 AM
To: 'David D. Lyons' <DLvons(S)lerners.ca>: Domenico Magisano <dmagisano(5)lerners.ca>Cc: Bill Friedman <wf(5)friedmans.ca> -Subject: RE: Ideal (JS) Developments Inc. ' x 4 C
Hi David and Dom,
Thanks for reaching out. I understand from discussions with Mr. Friedman, who is counsel for the Debtor's principal, that he would like to join this call and is available this afternoon.
I can speak at 1 p.m. today as you have proposed, and will circulate a dial-in to all on this email chain.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
We act for Ducimus Capital Inc., who are looking to provide take-out financing to the above company to pay out the amounts owed by them in connection with their mortgage to Vector Financial Services Limited/Downing Street Financial Inc. Our title search has located the recent receivership order appointing Fuller Landau Group and I am advised that you are acting for them in this matter, l am hoping to coordinate a call with yourself and Dom Magisano of our Toronto office to discuss the process for the registration of new security for our client and the handling of the pay out of the existing mortgage and the termination of the receivership. Would you be available tomorrow afternoon for this call, either at 1:00 or at 4:30 or later?
Thanks,
David
David D. Lyons I Lerners LLP | Partner | phone 519.640.6383 | direct fax 519.932.3383 | [email protected] | 88 Dufferin Ave, London -
Ontario - N6A 1K4
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Total Amount payable to Vector Financial Services Limited $16.370.250.75HST# 10550 I209RT0001 E.&O.E.
This Payout Statement is valid until Sep 10, 2019. If payment in full is not received on or before Sep 10, 2019, this statement is null and void and a new statement will be required as additional fees apply.
These figures are subject to change with any subsequent transactions and do not include the full extent of legal fees incurred.
Per diem interest charge will be $N/A.
Yours truly,VECTOR FINANCIAL SERVICES LIMITEDPer: /? /? s
Mitchell OelbaumChief Operating Officer FSCO Licence No. Ml 3001562
Total Amount payable to Vector Financial Services Limited $16.370.250.75HST# 10550 1209RT0001 E. &O.E.
This Payout Statement is valid until Sep 10, 2019. If payment in full is not received on or before Sep 10, 2019, this statement is null and void and a new statement will be required as additional fees apply.
These figures are subject to change with any subsequent transactions and do not include the full extent of legal fees incurred.
Per diem interest charge will be $N/A.
Yours truly,VECTOR FINANCIAL SERVICES LIMITED Per: // // a
Mitchell OelbaumChief Operating Officer FSCO Licence No. Ml 3001562
From: Jeremy NemersSent: September-12-19 12:01 PMTo: David D. Lyons; 'Domenico Magisano'Cc: Bill Friedman; Shida Azari; Steve GraffSubject; Ideal (JS) Developments Inc.
Hi David and Dom,
Thank you for taking the time two days ago to speak with Steve and me (and Bill and Shida) to discuss the possible advancement of funds from Ducimus Capital Inc., and thank you for agreeing to provide us with the following:
a) written confirmation as to the proposed net amount of the loan (net of fees, interest reserves, etc.);b) a copy of the underlying commitment letter;c) a copy of the City of Richmond Hill’s consent to the granting of any proposed encumbrance(s) over the realproperty; andd) a copy of any other materials that you would like the Receiver and its counsel to consider.
We look forward to the receipt of the above.
Should you wish to discuss the matter any further, we would also be happy to do so.
Aird & Berlis LLP ! Lawyers Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Canada M5J 2T9 j airdberlis.com
AIRD BERLIS |
This email is intended only for the individual or entiiy named in the message Please lei us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Shida Azari <[email protected]>September-18-19 4:08 PM Jeremy NemersBill Friedman; Steve Graff; David D. Lyons; 'Domenico Magisano'RE: Ideal (JS) Developments Inc.Consent Letter received on September 18, 2019.pdf; Tax Certificates - Jefferson Sideroad.pdf; Water Certificates - Jefferson Sideroad.pdf
Hi Jeremy,
Please see attached copies of the following:
1. a copy of the consent letter received from the City of Richmond Hill;2. a copy of the tax certificates in connection to 39, 53 and 67 Jefferson Side Road; and3. a copy of the water certificates in connection to 39, 53 and 67 Jefferson Side Road.
Yours truly,
Shida AzariAssociate
FriedmansFriedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112
Fax: (416) 497-3809
Email: sa(5)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, |work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential Icommunication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, tcopying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have j received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
Magisano' <dmagisano(53|erners.ca>Subject: RE: Ideal (JS) Developments Inc.
1 ^7Thank you for your email Shida. -***
Given your client’s upcoming hearing date and the importance to ensure that stakeholders are given proper notice of the relief being sought and the rationale for same, we would kindly that the balance of the requested information be provided as soon as possible (including, for greater certainty, proof of sufficient funds to satisfy any excess indebtedness not covered by the Ducimus loan).
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Attached please find a copy of the commitment letter for your review.
We will forward a copy of the proposed net amount of the loan to you as soon as possible.
Yours truly,
Shida AzariAssociate
FRIEDMANS--------- ------------- I A IV I I £ MFriedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C 3E5 Tel: (416)496-3340x112Fax: (416) 497-3809 Email: [email protected]
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
From: Shida AzariSent: Thursday, September 12, 2019 4:00 PM J. 5 8
To: 'Jeremy Nemers' <inemers(Sairdberlis.com>Cc: Bill Friedman <wf(5)friedtnans,ca>: Steve Graff <[email protected]>: David D. Lyons <DLvons(a)lerners.ca>: 'Domenico Magisano' <dmagisano(5)lerners.ca>Subject: RE: Ideal (JS) Developments Inc.
Jeremy,
In response to paragraph (c) of your email below, please note that I have been advised by Dawn Mansfield, the real estate law clerk at the City of Richmond Hill, that the consent documents have been forwarded to Shelly Cham, the planned who is handling this matter on September 10, 2019. I have followed up and will advise once the consent has been obtained.
Yours truly,
Shida AzariAssociate
Friedmans----------------------- 1 % SV I I E MFriedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112
Fax: (416) 497-3809
Email: sa(S)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
From: Jeremy Nemers [mailto:|nemers(5)airdberlis.com1 Sent: Thursday, September 12, 2019 12:01 PMTo: David D. Lyons <[email protected]>: 'Domenico Magisano' <dmagisano(a>lerners.ca>Cc: Bill Friedman <wf(5)friedmans.ca>; Shida Azari <SAtafriedmans.ca>; Steve Graff <sgraff(aairdberlis.com>Subject: Ideal (JS) Developments Inc.
Hi David and Dom,
Thank you for taking the time two days ago to speak with Steve and me (and Bill and Shida) to discuss the possible advancement of funds from Ducimus Capital Inc., and thank you for agreeing to provide us with the following:
a) written confirmation as to the proposed net amount of the loan (net of fees, interest reserves, etc.);b) a copy of the underlying commitment letter;c) a copy of the City of Richmond Hill’s consent to the granting of any proposed encumbrance(s) over the realproperty; andd) a copy of any other materials that you would like the Receiver and its counsel to consider.
We look forward to the receipt of the above.
Should you wish to discuss the matter any further, we would also be happy to do so.
Aird & Berlis LLP j Lawyers Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Canada M5J 2T9 | airdberlis.com
Jeremy Nemers
AIRD BERLIS |
This email is intended only foi the individual or entity named in the message. Please let us know if you have received this email m erior. It you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Friedman Law Professional Corporation 150 Ferrand Drive Suite 800Toronto, ON M3C 3E5
Attention: Shida Azari
Dear Madam:
Re: Ideal (JS) Developments Inc.Modem Manor Project - 39-67 Jefferson Sideroad, Richmond Hill
I am in receipt of your letter dated September 3, 2019 and correspondence from your Law Clerk, Susan Gallacher, dated September 4, 2019.
The enclosed Consent to Charge/Mortgage is provided to you subject to the consent of Fuller Landau LLP in its capacity as receiver (the “Receiver'’) of the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario (the "Real Property”) and all other assets, undertakings and properties of Ideal (JS) Developments Inc. (the “Debtor”). Nothing in the Consent is intended to provide the Debtor with any rights to deal with the Real Property that conflict with the rights of the Receiver.
LEGAL DESCRIPTION: Part Lots B & C, Plan 1916, Part 3, Plan 65R-37587 & Block 1, Plan 65M-4637 City of Richmond Hill,Regional Municipality of York
I, Kelvin Kwan, Commissioner of Planning & Regulatory Services of The Corporation of the City of Richmond Hill hereby consent to the charge/mortgage of the above described lands, subject to the continuance of registration number YR2817501,
I hereby authorize the solicitor for Ideal (JS) Developments Inc., to make Statements 3726 and 3755 on the Charge/Mortgage of the above described lands to Ducimus Capital Inc. indicating that this Consent has been provided subject to the continuance of Instrument No. YR2817501.
Dated at Richmond Hill this
THE < CITYOF F
Kelvin KwiKelvin Kwan—' Commissioner of Planning & Regulatory Services
have authority to bind the corporation.
NOTE: In accordance with By-law 56-19 registered as Instrument No. YR2950374, The Corporation of the Town of Richmond Hill has changed its corporate name to The Corporation of the City of Richmond Hill.
LRQ # 65 Charge/Mortgage
This document has not been submitled and may be incomplete.
1G3In preparation on 2019 09 09 at 16:48
yyyy mm dd Page 1 of 1
Properties
PIN 03208 - 3229 LT Interest/Estate Fee Simple 0 RedescriptionDescription BLOCK 1, PLAN 65M4637; SUBJECT TO AN EASEMENT AS IN YR2622073; SUBJECT
TO AN EASEMENT AS IN YR2644669; SUBJECT TO AN EASEMENT IN GROSS AS IN YR2817498; CITY OF RICHMOND HILL
Address RICHMOND HILL
PIN 03208 - 3230 LT Interest/Estate Fee Simple 0 RedescriptionDescription PART LOTS B & C, PLAN 1916 DESIGNATED AS PART 3, PLAN 65R-37587; SUBJECT
TO AN EASEMENT AS IN YR2622073; SUBJECT TO AN EASEMENT AS IN YR2644669;SUBJECT TO AN EASEMENT IN GROSS AS IN YR2817498; CITY OF RICHMOND HILL
Address RICHMOND HILL
Chargor(s)
The chargor(s) hereby charges Ihe land to the chargee(s). The chargor(s) acknowledges the receipt of the charge and the standard charge terms, if any.
Name IDEAL (JS) DEVELOPMENTS INC.
Acting as a companyAddress for Service 175 Commerce Valley Drive
Suite 350Thornhill, Ontario, L3T 7P6
I, Shajiraj Nadaraialingam, President, have the authority to bind the corporation.
This document is not authorized under Power of Attorney by this parly.
Chargee(s) Capacity Share
Name DUCIMUS CAPITAL INC.Acting as a company
Address for Service P.O. Box 279, 4420 Colonel Talbot Road London, Ontario, N6P 1R1
Statements
Schedule:I David D. Lyons solicitor make the following law statement: The Corporation of the Town of Richmond Hill changed their name to The City of Richmond Hill pursuant to the By-Law registered as Instrument No._________ on___ (date)___ .Ducimus Capital Inc., has consented to the registration of this document, subject to the continuance of registration number YR2817501 registered on 2018/04/18In accordance with registration YR2817501 registered on 2018/04/18 , the consent of The City of Richmond Hill has been obtained for the registration of this document.
This Charge/Mortgage (the '‘Charge’1) is collateral security to a loan (the "Loan") the particulars of which are set out in the Commitment Letter between Ideal (JS) Developments Inc. and the Chargee (among others) dated as of August 26, 2019 (the “Commitment Letter"), as further amended, and it is acknowledged that the Commitment Letter contains further terms and conditions of the loan secured herein.
PAYMENTS
The Chargor agrees to pay interest-only monthly payments on the Loan on the last day of each and every month during the term or as otherwise agreed by the Chargee together with all such other payments and amounts as further set out in the Commitment Letter.
NON TRANSFERABLE
The Charge shall be non-transferrable and in the event of the sale, transfer or conveyance of title to the subject property, the Charge and all loans under the Commitment Letter shall become immediately due and payable to the Chargee, in the sole discretion of the Chargee.
PRE-PAYMENT
The Charge is not open for pre-payment except in accordance with the terms set out in the Commitment Letter.
ADDITIONAL COSTS. FEES, CHARGES AND/OR PENALTIES
In the event of a default under the Commitment Letter, the Loan and/or this Charge and/or the occurrence of a specific event as provided below, the following provisions shall apply. Any fees, penalties, interest, costs or other charges provided below shall be added to the principal amount due under the Loan and the Charge and shall form a charge upon the mortgaged property in favour of the Chargee:
(a) In the event of non-payment of property taxes as required in the Commitment Letter, the Chargee is entitled to charge a fee equal to SEVEN HUNDRED AND FIFTY ($750.00) 00/100 DOLLARS to compensate it upon each such occurrence in addition to the other remedies provided under the Commitment Letter;
(b) The Chargor shall provide acceptable fire and other insurance as required under the Commitment Letter. If the Chargor allows the required Insurance to lapse on the property and the Chargee is required to pay premiums of insurance to prevent it from lapsing or If the Chargee must place insurance on the property, the insurance payments/premiums and costs shall be added to the principal of the mortgage, and in addition, the Chargee is also entitled to SEVEN HUNDRED AND FIFTY ($750.00) 00/100 dollars to compensate it therefor;
(c) In the event that collection, or other legal proceedings, are taken in connection with, or to realize upon the security, an administration fee of TWO THOUSAND FIVE HUNDRED ($2,500.00) 00/100 DOLLARS shall be due on each occasion such proceedings are taken. Chargor shall also be responsible for all legal fees, disbursements and enforcement costs on a full indemnity basis incurred in relation to the enforcement of this Charge and/or in connection with any default under the Commitment Letter;
(d) In the event that any cheque or payment is returned non-sufficient funds (NSF) or in the event of a late payment, a fee of TWO HUNDRED AND FIFTY($250.00) 00/100 DOLLARS shall be due;
(e) In the event that any amounts due under the Loan falls into arrears, the Chargee shall be entitled to a fee of FIVE HUNDRED ($500.00) 00/100 DOLLARS on each such occasion;
(f) In the event the Loan is not re-paid in full by the end of the Term as set out in the Commitment Letter and provided that the term is not otherwise renewed if permitted by the Lender pursuant to the Commitment Letter, then in addition to interest due, an additional THREE (3) months interest will be charged;
Chargor's Initials
-2-
(g) In the event of default in payment under the Loan and the Chargee is in possession of the property, the Chargee shall be entitled to charge the Chargor for the greater of: (i) all of its costs incurred in the administration and management of the property, or (ii) a fee for the administration and management of the property in an amount equal to FIVE (5.0%) PERCENT of the amount outstanding under the Charge, provided that should the foregoing found to be not enforceable under applicable laws, such lesser, other, reasonable amount as permitted by law.
(h) In the event the Chargee is required to provide a Mortgage Statement and/or Amortization Schedule, the Chargor agrees to pay the Chargee's then current administration fee for each such statement, not to exceed $250.00 + HST per statement;
(I) The Chargor agrees to pay to the Chargee or the Chargee's administrator/legal counsel, upon satisfaction of the principal and interest accruals hereunder, the then current fee charged by or to the Charge or the Chargee's administrator/legal counsel for the calculation of discharge figures and execution and delivery of discharge documentation, not to exceed $750,00 plus applicable disbursements +HST.
Any default under the Commitment Letter or any of the security documents delivered by the Chargee pursuant to the Commitment Letter shall constitute a default under the Charge.
In construing this document, the words "Chargor" and "Chargee" and all personal pronouns shall be read as the number and gender of the party or parties referred to herein requires and all necessary grammatical changes, as the context requires, shall be deemed to be made.
The provisions of this document shall enure to and be binding upon the executors, administrators, successors and assigns of each party and all covenants, liabilities and obligations shall be joint and several.
INCONSISTENCY OF TERMS
In the event that any of the provisions contained in Standard Charge Terms No. 201609 are inconsistent with any of the provisions set out herein, then the additional provisions set out herein shall prevail to the extent of any inconsistency. In the event that the additional provisions and the Standard Charge Terms No. 201609 address the same subject matter, the obligations shall be cumulative.
In the event that any of the provisions set out herein are inconsistent with those set out in the Commitment Letter, then the provisions of the Commitment Letter shall prevail to the extent of any inconsistency.
In the event that the provisions set out herein address the same subject matter, the obligations shall be cumulative.
Chargor's Initials
_L ^ 0
167
225 East Beaver Creek Road, Richmond Hill, ON L4B 3P4
FRIEDMANS LAW FIRM BARRISTERS AND SOLICITORS 800-150 FERRAND DR TORONTO ON M3C 3E5
Additional InformationProperty has assessment for LAND ONLY In 2019
The Total Owing includes Stormwater Arrears of $107.55.This information is provided for vour convenience only and It does not form part of the certificate.
Collection Activity
Note: “IMPORTANT NOTICE: ADVISE YOUR CLIENT(S) OF FUTURE INSTALMENTS AND NOTIFY OUR OFFICE IN WRITING OF ANY OWNERSHIP CHANGE(S) AFTER CLOSING TO OWNERCHANGE@RICHMONDHILL,CA
“CERTIFICATE IS SUBJECT TO CLEARANCE OF CHEQUES THROUGH THE BANK**“Penalty/Interest calculated to date of this certificate**“This Certificate shows all arrears of taxes against the lands described hereon, and proceedings have not been commenced under the Municipal Act, unless otherwise indicated. Subsequent additional levies for the current year or prior years under the provisions of the Assessment Act and the Municipal Act, or other statutes, including those resulting from assessment reconsiderations and appeals, which may be billed in future years, are not included**“There are no pending or existing local improvement charges unless indicated under additional information**“Local Improvement Charges include a Capital Asset Fee**
For Treasurer:
RIctimondHM.ca 225 East Beaver Creek Road, Richmond Hill, ON L4B 3P4
FRIEDMANS LAW FIRM BARRISTERS AND SOLICITORS 800-150 FERRAND DR TORONTO ON M3C3E5
Year Tax Owing Pen/lnt Owing Total Owing201920182017
2016 & Prior
2,917.28 77.87 2,995.15
Sub Total 2,917.28 77.87 2,995.15
Tax Loans
Total 2,917,28 77.87 2,995.15
October 1, 2019 884.00
* included in total owing
Additional InformationProperly has assessment for LAND ONLY in 2019
The Total Owing Includes Stormwater Arrears of $107.55.This information is provided for vour convenience only and it does not form part of the certificate.
Collection Activity
Note: “IMPORTANT NOTICE: ADVISE YOUR CLIENT(S) OF FUTURE INSTALMENTS AND NOTIFY OUR OFFICE IN WRITING OF ANY OWNERSHIP CHANGE(S) AFTER CLOSING TO [email protected]
“CERTIFICATE IS SUBJECT TO CLEARANCE OF CHEQUES THROUGH THE BANK**“Penalty/Interest calculated to date of this certificate**“This Certificate shows all arrears of taxes against the lands described hereon, and proceedings have not been commenced under the Municipal Act, unless otherwise indicated. Subsequent additional levies for the current year or prior years under the provisions of the Assessment Act and the Municipal Act, or other statutes, including those resulting from assessment reconsiderations and appeals, which may be billed in future years, are not included**“There are no pending or existing local improvement charges unless indicated under additional information**“Local Improvement Charges include a Capital Asset Fee**
Additional InformationProperty has assessment for LAND ONLY In 2019
This Information Is provided for your convenience only and it does not form part of the certificate.
Collection Activity
Note: “IMPORTANT NOTICE: ADVISE YOUR CLIENT(S) OF FUTURE INSTALMENTS AND NOTIFY OUR OFFICE IN WRITING OF ANY OWNERSHIP CHANGE(S) AFTER CLOSING TO [email protected]
“CERTIFICATE IS SUBJECT TO CLEARANCE OF CHEQUES THROUGH THE BANK**“Penalty/Interest calculated to date of this certificate**“This Certificate shows all arrears of taxes against the lands described hereon, and proceedings have not been commenced under the Municipal Act, unless otherwise indicated. Subsequent additional levies for the current year or prior years under the provisions of the Assessment Act and the Municipal Act, or other statutes, including those resulting from assessment reconsiderations and appeals, which may be billed in future years, are not included**“There are no pending or existing local improvement charges unless indicated under additional information**“Local Improvement Charges include a Capital Asset Fee**
FRIEDMANS LAW FIRM 800 150 FERRAND DRIVE TORONTO ON M3C 3E5
Water & Wastewater Account: 187603 - 008337 Service Location: 39 JEFFERSON SDRD Current Customer: IDEAL (JS) DEVELOPMENTS INC. Current Balance (including arrears): $0,00Stormwater Billed to: December 31,2018
Please accept this letter as confirmation of the balance owing on the above noted account, This property is not currently being billed for Water and Wastewater, This property is being billed for Stormwater only.
2018 Rates are as follows: Residential/Farmland $ 67,84(Effective April 1,2018) Commercial/Industrial $197,102019 Rates are as follows: Residential/Farmland $73.95(Effective April 1, 2019) Commercial/Industrial $214,83
No adjustment will be made for part year closings. Please include it in your Statement of Adjustments and adjust according to the appropriate parties.
The Municipal Act, 2001 gives water, wastewater and stormwater related charges priority lien status which enables them to be collected in the same manner as property taxes, Any unpaid amounts will be transferred to the property tax roll in accordance with the Act.
Please contact our office to confirm closing and notify our offices immediately should there be any change in the closing date, For further information or questions concerning this account, please contact the Revenue Services at 905-771-8949.
Sincerely,/
Revenue Services
225 East Beaver Creek Road, Richmond Hill, ON L4B 3P4 905 7718800 RIchmondHill.ca
WATER CLEARANCE CERTIFICATE
August 29, 2019
FRIEDMANS LAW FIRM 800 150 FERRAND DRIVE TORONTO ON M3C 3E5
Water & Wastewater Account: 187604 - 008770 Service Location: 53 JEFFERSON SDRD Current Customer: IDEAL (JS) DEVELOPMENTS INC. Current Balance (including arrears): $0.00Stormwater Billed to: December 31,2018
Please accept this letter as confirmation of the balance owing on the above noted account. This property is not currently being billed for Water and Wastewater, This property is being billed for Stormwater only.
2018 Rates are as follows: (Effective April 1,2018)2019 Rates are as follows: (Effective April 1,2019)
No adjustment will be made for part year closings. Please include it in your Statement of Adjustments and adjust according to the appropriate parties.
The Municipal Act, 2001 gives water, wastewater and stormwater related charges priority lien status which enables them to be collected in the same manner as property taxes. Any unpaid amounts will be transferred to the property tax roll in accordance with the Act,
Please contact our office to confirm closing and notify our offices immediately should there be any change in the closing date. For further information or questions concerning this account, please contact the Revenue Services at 905-771-8949.
Sincerely,
Revenue Services
225 East Beaver Creek Road, Richmond Hill, ON L4B 3P4 905 771 8800 RIchmondHIII.ca
SRI
WATER CLEARANCE CERTIFICATE
August 29, 2019
FRIEDMANS LAW FIRM 800 150 FERRAND DRIVE TORONTO ON M3C 3E5
Water & Wastewater Account: 187605 - 008772 Service Location: 67 JEFFERSON SIDEROAD Current Customer: IDEAL (JS) DEVELOPMENTS INC. Current Balance (including arrears): $0,00Stormwater Billed to: December 31,2018
Please accept this letter as confirmation of the balance owing on the above noted account, This property is not currently being billed for Water and Wastewater, This property is being billed for Stormwater only,
2018 Rates are as follows: (Effective April 1, 2018)2019 Rates are as follows: (Effective April 1,2019)
No adjustment will be made for part year closings. Please include it in your Statement of Adjustments and adjust according to the appropriate parties.
The Municipal Act, 2001 gives water, wastewater and stormwater related charges priority lien status which enables them to be collected in the same manner as property taxes, Any unpaid amounts will be transferred to the property tax roll in accordance with the Act.
Please contact our office to confirm closing and notify our offices immediately should there be any change in the closing date, For further information or questions concerning this account, please contact the Revenue Services at 905-771-8949,
Sincerely,
Revenue Services
225 East Beaver Creek Road, Richmond Hill, ON L4B 3P4 905 771 8800 RIchmondHIII.ca
sJ ■
ri ft
This is Exhibit “D” referred to in
the Affidavit of Shajiraj Nadarajalingam,
sworn this 10th day of July, 2019.
ssioner tor Taking Affidavits, etc.
Judy Hamilton
D06-14029
Standard Agreement
This Agreement dated this 12th day of July, 2019.
BETWEEN:
IDEAL (JS) DEVELOPMENTS INC.
(hereinafter called the "Owner")
OF THE FIRST PART
- and -
THE CORPORATION OF THE CITY OF RICHMOND HILL
(hereinafter called the "City")
OF THE SECOND PART
Whereas the Owner owns the lands shown on Drawing "A” and proposes to develop those lands described in Paragraph 1 hereto;
And Whereas the City requires that the Owner enter into this Agreement pursuant to a by-law enacted under Section 41 of the Planning Act, R.S.0.1990, Chapter P.13;
Now Therefore in consideration of the premises, the Owner and the City hereby covenant and agree as follows:
1. The lands affected by this Agreement are in the City of Richmond Hill, in the Regional Municipality of York, being:
Firstly:
Block 1,65M-4637 [PIN No. 03208-3229(LT)]
Secondly:
Part of Lots B and C, Plan 1916, designated as Part 3, Plan 65R-37587 [PIN No. 03208-3230(LT)]
(hereinafter referred to as "Subject Lands”).
2. Following execution of this Agreement by the City, the Owner shall at its expense complete all the services and works, including, without limiting the generality of the foregoing, grading, drainage, asphalt paving, concrete curbs, lighting, sodding and landscaping, required in this Agreement, all as shown on the following plans and drawings which shall form part of this Agreement and which are more particularly described hereto (the original full sized plans are available for viewing at the City of Richmond Hill's municipal office in the Office of the City Clerk) in a manner satisfactory to the Commissioner of Planning and Regulatory Services or its successor (hereinafter referred to as the “Commissioner") in accordance with the City’s standards and design specifications and shall properly maintain all such services and works at all times:
Drawing "A" Site Plan (Drawing SP1, prepared by RN Design, Revision 21, dated March 22, 2019)
Drawing "B" Block A (Drawing A3, prepared by RN Design, Revision 9, dated March 22, 2019)
Drawing "C" Block B (Drawing A6, prepared by RN Design, Revision 9, dated March 22, 2019)
ill
D06-14029 Page 2
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171161
“D" Back to Back Block C (Drawing A8, prepared by RN Design, Revision 6, dated March 22, 2019)
"E" Back to Back Block D (Drawing A10, prepared by RN Design, Revision 5, dated March 22, 2019)
T" Block E (Drawing A13, prepared by RN Design, Revision 9, dated March 22, 2019)
“G” Block F (Drawing A16, prepared by RN Design, Revision 9, dated March 22, 2019)
“H" Block G (Drawing A20, prepared by RN Design, Revision 1, dated March 22, 2019)
T Block H (Drawing A24, prepared by RN Design, Revision 1, dated March 22, 2019)
T Block I (Drawing A28, prepared by RN Design, Revision 1, dated March 22, 2019)
"K" Underground Parking Plan (Drawing P100, prepared by SRN Architects Inc., Revision 3, dated March 8, 2018)
"L” Underground Parking Plan, Part A (Drawing 101, prepared by SRN Architects Inc., Revision 3, dated March 8, 2018)
''M'1 Underground Parking Plan, Part B (Drawing 102, prepared by SRN Architects Inc,, Revision 3, dated March 8, 2018)
“N” Site Grading Plan (Drawing GR-1, prepared by Masongsong Associates Engineering Limited, Revision 12, dated March 18, 2019)
"O" Site Servicing Plan (Drawing SS-1, prepared by Masongsong Associates Engineering Limited, Revision 12, dated March 18, 2019)
“P" Cross Section Plan (Drawing CS-1, prepared by Masongsong Associates Engineering Limited, Revision 12, dated March 18, 2019)
“Q" Cross Section Plan (Drawing CS-2, prepared by Masongsong Associates Engineering Limited, Revision 12, dated March 18, 2019)
"R“ General Notes Plan (Drawing GN-1, prepared by Masongsong Associates Engineering Limited, Revision 12, dated March 18, 2019)
“S" Erosion and Silt Plan (Drawing ES-1, prepared by Masongsong Associates Engineering Limited, Revision 11, dated March 18, 2019)
T" Photometric Data (Drawing 14-103-PM1, prepared by DaTom Group Ltd., Revision 14, dated April 4, 2019)
"U“ Standards (Drawing 14-103-ST1, prepared by DaTom Group Ltd., Revision 14, dated April 4, 2019)
"V” Hydro Distribution (Drawing 14-103-DH1, prepared by DaTom Group Ltd., Revision 14, dated April 4, 2019)
"W" Schematic (Drawing 14-103-SC1, prepared by DaTom Group Ltd., Revision 14, dated April 4, 2019)
D06-14029 Page 3
1?8162
3,
4.
Drawing “X" Private Servicing (Drawing 14-103-PS1, prepared by DaTom Group Ltd., Revision 14, dated April 4, 2019)
Drawing "V Landscape Plan (Drawing L.1, prepared by Stantec, Revision 14, dated April 22,2019)
Drawing "Z" Details (Drawing L.2, prepared by Stantec, Revision 4, dated April 22, 2019)
Drawing "AA" Tree Inventory and Preservation Plan, Figure 1, prepared by Beacon Environmental, dated July 2018
The City shall not issue a Building Permit unless the application therefor complies in all respects with the requirements of this Agreement and is approved by all relevant authorities.
The following Schedule attached hereto shall form part of this Agreement:
Schedule "A" Fees
5. Upon execution of this Agreement, the Owner shall file a Letter of Credit or Letters of Credit in a form satisfactory to the City in the total amount of FIVE HUNDRED AND SIXTY-EIGHT THOUSAND AND TWO HUNDRED AND TWO DOLLARS ($568,202.00) in order to ensure the proper completion of all the services and works referred to in Paragraph 2, including landscaping and sodding. The landscaping and sodding shall be deemed not to have been completed until the expiration of one (1) year after planting.
6. The Letter(s) of Credit referred to in Paragraph 5 hereto shall be kept in full force until replaced or reduced, and if it is obvious to the City that the Owner will not be able to complete the work prior to the expiry of a Letter(s) of Credit, the City may draw all or any part of the funds so secured and hold those monies as security to guarantee completion unless it Is provided with a renewal of the Letter(s) of Credit forthwith.
7. In the event the Owner fails to install the aforesaid works, including landscaping, as required, or having commenced to install the said works fails to proceed with reasonable speed, or in the event the works are not being installed in the manner required by the City, upon the City giving seven (7) days written notice by prepaid registered mail to the Owner, the City may draw upon all or any part of the appropriate Letter(s) of Credit for its estimate of the cost of the works in question and may without further notice enter upon the Subject Lands and proceed to supply all materials and to do all necessary work, including the repair or reconstruction of faulty work and the replacement of materials not in accordance with the City's specifications, and to charge the cost thereof together with an engineering fee in accordance with the current A.P.E.O. Tariff to the Owner. If the Letter(s) of Credit is/are not sufficient to cover such cost, the City may recover same by action or in like manner as municipal taxes as a charge upon the Subject Lands. It is understood between the parties hereto that such entry upon the Subject Lands shall be as agent for the Owner and shall not be deemed for any purpose whatsoever as an acceptance or assumption of the works by the City. The Owner hereby grants to the City a right to enter upon the Subject Lands for the purposes of this paragraph. In the event that a claim is made against the City under the Construction Lien Act in respect of any of the works required to be performed pursuant to this Agreement, in addition to any other remedy the City may have, upon the Commissioner giving forty-eight (48) hours written notice by prepaid registered mail to the Owner, the City may, without further notice, draw upon the Letter(s) of Credit referred to in Paragraph 5 hereto for the amount of the claim plus security for costs as provided for in Section 44 of the Construction Lien Act.
8. Notwithstanding anything herein to the contrary, where in this Agreement the City is obliged or required to give notice to the Owner or any other party before undertaking any action which it is entitled to take hereunder and where the
ilL
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Commissioner deems, in his absolute discretion, that an emergency situation exists, the time for giving such notice shall be abridged and the City shall be entitled to take such action forthwith upon the giving of the notice.
9. All the works required to be done by the Owner shall be constructed in a good and workmanlike manner in accordance with specifications of the City. Any contract made for the works on the Subject Lands or on public property shall provide that the Commissioner or his representative may personally inspect the installation of the said works and shall have the power to stop any work in the event that in his opinion the works are being performed in a manner which is not satisfactory to the City. The Owner, at its expense shall repair any damage to streets, curbs, boulevards or other public works, where damage has resulted from works on the site. The Owner shall also be responsible for removing dirt or debris from public streets where same is a result of works on the site.
10. Upon execution of this Agreement, the Owner shall pay to the City those amounts set out in Schedule "A" under the heading "Payments”.
11. The Owner acknowledges that it shall be required to pay Development Charges imposed by one or more by-laws enacted by the City and the Regional Municipality of York and shall be required to pay educational Development Charges imposed by one or more by-laws enacted by the York Region District School Board and/or the York Catholic District School Board; such Development Charges and such education Development Charges shall be paid prior to the issuance of a Building Permit. The amount of such Development Charges and such education Development Charges shall be in accordance with the relevant by-laws and shall be at the rates in place at the time of payment.
12. The Owner acknowledges that in order to obtain electricity distribution services which result from an expansion of the distribution system or require a new connection to the distribution system, as the case may be, the distributor as that term is defined in the Electricity Act, 1998 (hereinafter referred to as the “Local Distribution Company'') shall collect and the Owner shall pay, pursuant to the Ontario Energy Board's Distribution Code and the Energy Competition Act, 1998, the balance of all capital contributions owed to the Local Distribution Company in respect of the connection to and/or expansion of the electricity distribution system required as a result of the Owner's development.
13. Unless otherwise provided, the Owner shall construct all works on public land at the expense of the Owner.
14. The Owner shall at its expense perform the following maintenance work on the Subject Lands:
a) once a year flushing of any storm sewers, and the hydraulic pumping and cleaning of any manholes and catch basins;
b) maintain any fencing;
c) maintain any landscaping and keep any sodded areas properly cut and trimmed at all times and replace any dead or diseased trees or shrubbery;
d) repair and repaint any vehicle parking and driveway areas;
e) maintain any internal water and storm drainage systems;
f) remove and dispose of all dirt, dust and debris resulting from road sweeping operations;
g) provide all necessary winter maintenance, including snow clearing and removal; and
h) keep any fire and emergency routes open and clear at all times to the satisfaction of the Commissioner and the City's Fire Chief.
D06-14029 Page 51 Rf)
15. The Owner shall keep all public highways clear of building materials and of dust, mud, refuse, rubbish and other litter of all types while the Subject Lands are being developed. The Owner also shall keep public highways external to the Subject Lands clear of dust, mud, refuse, rubbish and other litter of all types generated by or attributable to development of the Subject Lands. The Owner shall be responsible for the repair of public highways external to the Subject Lands which are damaged by the development, whether by the installation of the municipal services or the parks services or the maintenance thereof or otherwise. The aforesaid obligations shall be performed by the Owner regardless of the persons responsible for the obstruction, dust, mud, refuse, rubbish or other litter or damage.
Without limiting the generality of the foregoing or limiting the liability of the Owner should the Owner breach any of the aforesaid provisions, the Owner shall clear such public highways and remove all building materials, refuse, rubbish and litter or repair the damage within twenty-four hours after being notified by the City to do so. Failure by the Owner to clear the public highways or to remove building materials, refuse, rubbish and other litter or repair the damage shall entitle the City to draw on the Letters of Credit delivered to the City pursuant to this Agreement and to hold monies drawn until the public highways have been cleared or the damage repaired to the satisfaction of the Commissioner. The City shall charge and the Owner shall pay an administrative fee of $500.00 If the City makes a demand of the issuer of the Letter of Credit to realize upon such Letter of Credit in accordance with the provisions of this paragraph whether or not the Letter of Credit is realized upon. In addition to its other remedies, the City shall be entitled to carry out the clean-up or dust laying work or the repair referred to above at the Owner's expense if the work is not performed within twenty-four (24) hours of written notice to the Owner or his consulting engineer and the City shall be entitled to draw upon any of the Letters of Credit delivered pursuant to this Agreement to cover its expenses and an administration fee of $500.00.
Without limiting the generality of the foregoing, the Owner shall keep all areas around hydrants clear of building materials and of mud, refuse, rubbish and other litter of all types while the Subject Lands are being developed so as to provide unobstructed access to the hydrants for firefighting purposes.
16. The Owner shall at its expense complete all the works referred to in Paragraph 2, including landscaping, no later than eighteen (18) months from the date of execution of this Agreement,
17. Unless otherwise provided, the Owner shall be responsible for the collection, handling, storage and disposal of all garbage and other refuse on the Subject Lands and shall provide indoor or covered garbage handling, storage and loading facilities, in accordance with the drawings forming Drawings "A" and "K”.
18. Without limiting the generality of Paragraph 2 or any other provision or condition in this Agreement, following execution of this Agreement, the Owner shall, at its expense, install and properly maintain, at all times and to the satisfaction of the Commissioner, signs setting out the names of all private roads within the Subject Lands named by the City in accordance with the provisions of Section 48 of the Municipal Act, whether the private roads are named before or after the execution of this Agreement.
19. The Owner acknowledges that the naming of those private roads does not constitute assumption of those private roads by the City and that all signs provided for in this Paragraph remain the property and responsibility of the Owner.
20. The Owner further acknowledges that the names of the private roads are the sole prerogative of the City and agrees that no sign conflicting with the names given by the City will be permitted,
21. Without limiting the generality of the foregoing, the Owner agrees that such signs will be installed in the locations shown on the Drawings referred to in Paragraph
D06-14029 Page 6 46
2 and that the content, size, style, and colour of the signs will be in accordance with the City's criteria for such signs from time to time and that, if those criteria are revised by the City after the execution of this Agreement, such revisions shall be deemed to constitute an amendment to this Agreement,
22. No storm or surface water, weeping tile or roof water drainage on the Subject Lands shall be connected to or discharged into a sanitary sewer or connection.
23. The Owner covenants and agrees that the signage locations and dimensions as depicted on the Drawings attached hereto shall be for reference purposes only. The Owner shall not erect any signs which are not in compliance with the City of Richmond Hill Sign By-law No. 52-09, as amended, upon the Subject Lands and the Owner shall obtain all necessary permits prior to the erection of any sign on the Subject Lands. The Owner acknowledges that no mobile sign shall be erected or placed upon the Subject Lands.
24. In the event the Owner has not completed an application for a Building Permit within six (6) months or has not commenced construction within eighteen (18) months of the date of execution of this Agreement by the City, then, at the option of the City, this Agreement shall be null and void and of no effect.
25. Where a fire route is required on the Subject Lands, the Owner shall install all necessary signs at its expense and shall not permit the parking of vehicles in any area so designated.
26. The Owner shall indemnify and save harmless the City at all times from any loss or liability resulting directly or indirectly from the development of the Subject Lands or the improper maintenance thereof, including any damage caused by the drainage of the Subject Lands save and except for loss or liability arising from the negligence of the City, its servants, agents or employees.
27. The Owner shall ensure that all outdoor lighting equipment and fixtures designed to service the Subject Lands comply with the City of Richmond Hill Light Pollution By-law No. 63-95, or its successor.
28. The Owner shall at its expense install timer devices on all outdoor lighting equipment and fixtures and signs to extinguish such equipment and fixtures during non-operating hours. This requirement shall not apply to outdoor lighting equipment deemed by the Commissioner to be necessary for security purposes only. No lighting equipment of an animated or intermittent nature shall be installed on the Subject Lands.
29. The Owner covenants and agrees to provide lighting details for the subject development to the City's Planning and Regulatory Services Department.
30. Prior to the superstructure works proceeding and the release of the Completion Stage Permit, the Owner's consulting engineer must certify that the top of foundations are in conformity with the overall grading plan reviewed by the Commissioner.
31. The Owner shall provide a certificate signed by a Professional Engineer that all works covered by an Environmental Compliance Approval, issued by the Ministry of the Environment and Energy under the Ontario Water Resources Act, have been installed in accordance with the approved engineering drawing(s).
32. The Owner acknowledges that in the future, the City may be reconstructing the works set out in Paragraph 2 herein as a local improvement pursuant to the Local Improvement Act or other applicable legislation (hereinafter referred to as the "Local Improvement"). The Owner hereby acknowledges that any future reconstruction of these works as a Local Improvement is separate and distinct from, and bears no relation to any works performed by the Owner or on the Owner's behalf pursuant to this Agreement. The Owner agrees that should the Subject Lands be found to abut on and or benefit from the Local Improvement and thereby be subject to a special assessment in respect thereof, it will not
D06-14029 Page 7
object to the Local Improvement or to the special assessment on the ground that any works forming part of the Local Improvement were works performed by or on behalf of the Owner pursuant to the terms of this Agreement.
33. The Owner shall provide to the City a complete set of computer generated (CAD) as-built engineering drawings for the Site Servicing Plan, Grading Plan, and any associated Stormwater Management Plan in Autocad R14 format and a set of scanned images of the as-built engineering drawings for each in TIFF Group 4 format compatible with the City’s computer system, the accuracy of which shall be certified by the engineer supervising the construction.
34. The Owner shall provide to the City a complete set of as-built engineering drawings referred to in Paragraph 33 upon request for final inspection associated with the release of securities for site improvements.
35. The Owner shall carry out an archaeological assessment for the Subject Lands and mitigate, through preservation or resource removal and documentation, adverse impacts to any significant archaeological resources found. No grading or other soil disturbances shall take place on the subject property prior to the approval authority and the Ministry of Culture confirming that all archaeological resource concerns have met licensing and resource conservation requirements.
36. The Owner agrees to implement the Recommendations of the Noise Impact Study for the Subject Lands, by J.E. Coulter Associates Limited, dated March 7, 2017 as follows:
a. All townhouse units in Blocks A, B, H and the easterly unit of Block F depicted in Drawing A shall incorporate a forced air heating system with the provision for the future installation of central air conditioning;
b. All townhouse units in Block G depicted in Drawing A shall incorporate central air conditioning prior to occupancy;
c. All townhouse units in Block G depicted in Drawing A shall include the following warning clauses in the Agreement of Purchase and Sale indicating the sound levels have exceeded the MOE's noise criteria;
“Purchasers/tenants are advised that sound levels due to increasing road traffic may occasionally interfere with some activities of the dwelling occupants as the sound levels exceed the Municipality's and the Ministry of the Environment's noise criteria.1'
"This dwelling unit has been supplied with a central air conditioning system which will allow windows and exterior doors to remain closed, thereby ensuring that the indoor sound levels are within the Municipality's and the Ministry of the Environment's noise criteria."
d. All townhouse units in Blocks A, B, H and the easterly unit of Block F depicted in Drawing A shall include the following warning clauses in the Agreement of Purchase and Sale indicating the sound levels have exceeded the MOE’s noise criteria:
"Purchasers/tenants are advised that sound levels due to increasing road traffic may occasionally interfere with some activities of the dwelling occupants as the sound levels exceed the Municipality's and the Ministry of the Environment's noise criteria."
"This dwelling unit has been fitted with a forced air heating system and the ducting, etc. was sized to accommodate central air conditioning. Installation of central air conditioning by the occupant will allow windows and exterior doors to remain closed, thereby ensuring that the indoor sound levels are within the Municipality's and the Ministry of the Environment's noise criteria. (Note: The location and installation of the outdoor air conditioning device should be done so as to comply with noise criteria of MOE Publication NPC-216, Residential
D06-14029 Page 8 167
Air Conditioning Devices and thus minimize the noise impacts both on and in the immediate vicinity of the subject property.)”
e. Ontario Building Code-compatible construction based on the bedroom and living/dining room window-area to floor-area ratios will be sufficient to meet the MOE's interior noise criteria. Large window-area to floor-area ratios can be used and still meet the interior noise criteria without the need for upgraded glazing or exterior wall construction. The brick veneered facades are adequate. There are no special glazing requirements for the kitchen and bathroom, where applicable,
37. Prior to releasing any securities, the Owner shall provide a noise compliance letter certified by a professional engineer that all noise mitigation measures proposed in the approved noise study for the subject lands have been installed and in conformance with the Ministry of Environment guidelines.
38. The Owner agrees to implement the Recommendations of Table 1 Tree Inventory for the Subject Lands, by Beacon Environmental, dated December 10, 2013, as amended.
39. The following buildings are designated as fire breaks unless otherwise determined and evidenced in writing by the City's Fire Chief: Blocks B, F and FI depicted on Drawing "A”.
The Owner covenants and agrees that notwithstanding that a Building Permit has been issued for the designated fire break(s), no construction shall proceed above the ground subfloor until the exterior finish including but not limited to cladding, roofing, doors and windows on the end unit abutting the fire break has been completed, unless otherwise approved by the City's Fire Chief. Further, the fire breaks, including below grade structures on such fire breaks, shall be kept clear of building materials until the exterior finish on the parcel of land abutting each side lot line has been completed as aforesaid.
To ensure compliance with above paragraph, the Owner shall file upon execution of this Agreement, a Letter of Credit in the amount of FIFTEEN THOUSAND DOLLARS ($15,000.00). Where construction or storage of building materials proceeds in contravention of above paragraph the City may draw on the Letter of Credit and go on the Subject Lands to demolish the building. In the event the Letter of Credit is not sufficient to cover all expenses, the City may recover the deficit by action against the Owner or in like manner as municipal taxes owing upon the Subject Lands.
The location of the hydrants must be identified with fire hydrant signs until construction in the area is completed.
The roadways or other access routes must be kept clear of construction materials at all times. The access routes must be maintained and accessible as indicated on the application for subdivision approval unless otherwise approved by the authorities having jurisdiction.
The area around hydrants must be kept clear to afford access for firefighting purposes.
Construction must not be commenced above the foundation stage until suitable access routes and water for firefighting purposes are provided.
All building sites must be kept clear of waste combustible materials.
At least one 2A rate portable fire extinguisher must be provided in plain sight, in the immediate vicinity of any welding, cutting or plumbing operations.
The buildlng(s) identification must be prominently displayed for site and units prior to occupancy. This includes site plan map at main entrance, corner posts
ill
D06-14029 Page 9184
168
identifying unit numbers along internal streets, and dwelling unit numbers. Owner shall ensure signs are maintained at all times.
40. The lots and blocks listed in Drawing "A" are designated as fire break lots and blocks respectively unless otherwise determined and evidenced in writing by the City's Fire Chief.
The Owner covenants and agrees that notwithstanding that a building permit has been Issued for the lots and blocks designated as fire break lots and blocks respectively, no construction shall proceed above the ground subfloor until the exterior finish including but not limited to cladding, roofing, doors and windows on the unit abutting each side lot line has been completed, unless otherwise approved by the City's Fire Chief. Further, the fire break lots and blocks, including below grade structures on such lots and blocks, shall be kept clear of building materials until the exterior finish on the unit abutting each side lot line has been completed as aforesaid.
To ensure compliance with the above paragraph the Owner shall file upon execution of this Agreement a Letter of Credit in the amount shown on Schedule "A". Where construction or storage of building materials proceeds in contravention of the above paragraph the City may draw on the Letter of Credit to take any action whatsoever that the City's Fire Chief deems necessary in order to mitigate any fire hazard, including, but not limited to, having individuals situated to monitor the lands and going on the lands to install fire extinguishers, other protection equipment, signage/notices and surveillance systems or to demolish the building. In the event the Letter of Credit is not sufficient to cover all expenses, the City may recover the deficit by action against the Owner or in like manner as municipal taxes owing upon the lands,
41. Prior to the construction of any shoring, the Owner shall provide engineering drawings prepared by a qualified professional engineer, at the Owner expense, showing the location of the shoring system, detail of the works, location of the utilities/services and any significant features pertinent to the shoring system to the satisfaction of the City.
42. The shoring plan shall include appropriate sections to identify the location of tiebacks relative to underground.
43. The Owner agrees that the shoring system shall be certified by a qualified professional structural engineer prior to commencing construction and upon completion of the construction of the shoring system, and to the satisfaction of the City. This certification must indicate that the shoring system is installed to acceptable engineering standards and to good quality and workmanship and in a manner so as to minimize any risk to the City and the City’s Lands and all that they contain.
44. The Owner agrees to obtain the necessary Building Permit(s) to construct all shoring.
45. The Owner warrants to the City that the tie-backs shall be the only component of the shoring system to permanently encroach on the City's Lands.
46. The Owner agrees that the depth of the tie-backs shall be no less than three (3) metres below the ground surface.
47. The Owner warrants to the City that the shoring system will become redundant once the permanent underground structure is fully completed.
48. Upon installing the shoring system the Owner shall, at its cost, restore the surface of the City's Lands to its original condition, free of refuse and debris, to the satisfaction of the City.
During the construction of the shoring system, the Owner shall, at its expense and to the satisfaction of the City, carry out all works, repairs and restoration in a
49.
D06-14029 Page 10
good and workmanlike manner In accordance with accepted engineering procedures and standards, using safe and efficient construction methods and with the least amount of interference to the City’s Lands. If the Owner fails to comply, and upon thirty days' written notice, the City may require the Owner to remove the tie-backs encroaching on the City’s Lands without payment of damages or compensation, if the failure to comply is not remedied prior to the date set out in the notice.
50. The Owner shall backfill all voids created by the shoring system with approved material and compacted in accordance with the City’s standards to the satisfaction of the City.
51. If the City needs to remove or alter the tie-backs encroaching on the City's Lands to install, maintain or repair City infrastructure, the Owner shall indemnify the City against any loss, costs or damages arising as a result thereof, provided that the City shall not, unless necessary for health or safety reasons, remove or interfere with the Owner shoring system during the construction of the project.
52. The Owner agrees that the Letter(s) of Credit posted under this Agreement will be used by the City to secure the Owner's obligations under Paragraphs 42 to 52 inclusive.
53. Before the City authorizes any reduction or release of the security the Owner shall:
a. Provide the City with a certificate from the Structural Engineer indicating that the shoring system has been completed;
b. Provide the City with a certificate from the Structural Engineer indicating that the underground structure is completed to a stage that it no longer requires the shoring system to support the construction;
c. Provide the City with a certificate from the Structural Engineer, indicating the tie-backs have been de-stressed by physically disconnecting them by removing the tie-back anchors and pins from the shoring wall.
54. The Owner shall agree to create a non-exclusive surface easement (the "Easement") over the interior private walkways to be constructed upon a portion of the grade level of the Subject Lands, in favour of the adjacent property located to the south of the Subject Lands, legally described as Part Lot F, Plan 1916, Vaughan; Part Lot G, Plan 1916, Vaughan as in RH69235, Except Part 1,65R- 18300, Richmond Hill, being all of PIN 03208-0031 (LT), Part of Lot F, Plan 1916, Vaughan, Part Lot G, Plan 1916, Vaughan, Part 1,65R-18300, Richmond Hill, being all of PIN 03208-0032 (LT), and Part Lot F, Plan 1916, Vaughan, Part Lot G, Plan 1916, Vaughan as in R651454, Richmond Hill, being all of PIN 03208- 0033 (LT), and municipally known as 40 and 60 Harris Avenue, Richmond Hill (the "Benefitting Lands") for the purpose of providing pedestrian ingress and egress between the Subject Lands and the Benefitting Lands. The Easement shall be a surface easement, which shall be created pursuant to section 20 of the Condominium Act, 1998 (Ontario) by describing the Easement in the condominium declaration and description. The Easement shall be in a form and location satisfactory to the Commissioner and the Owner shall be responsible for the preparation of any and all Reference Plan(s) necessary for the creation or conveyance of the Easement and for all other costs related to such creation or conveyance.
55. If for any reason whatsoever any term, covenant or condition of this Agreement, or the application thereof to any person or circumstance, if to any extent held or rendered invalid, unenforceable or illegal, then such term, covenant or condition is deemed to be independent of the remainder of the Agreement and to be severable and divisible therefrom, and its invalidity, unenforceability or illegality
'^CciinoiidAA jSL
D06-14029 Page 11
does not affect, impair or invalidate the remainder of the Agreement or any part thereof and it continues to be applicable to and enforceable to the fullest extent permitted by law against any person and circumstances other than those as to which it has been held or rendered invalid, unenforceable or illegal,
56. The City is not obligated to enforce any term, covenant or condition of this Agreement against any person, if, or to the extent by so doing, such party is caused to be in breach of any law, rules, regulations or enactments from time to time in force.
57. Any notice given to the Owner pursuant to this Agreement shall be deemed to have been effectively given when mailed by prepaid registered mail to:
Ideal (JS) Developments Inc.
1100 Rodick Road
Markham, ON L3R 8C3
Attention: Luis Correia
58. Any notice given to the City pursuant to this Agreement shall be deemed to have been effectively given when mailed by prepaid registered mail to:
The City of Richmond Hill
225 East Beaver Creek Road
Richmond Hill, ON L4B 3P4
Attention: Kelvin Kwan, Commissioner of Planning and Regulatory Services
59. The Owner shall indemnify and save harmless the City at all times from any loss or liability resulting directly or indirectly from the development of the Subject Lands or the improper maintenance thereof, including any damage caused by the drainage of the Subject Lands save and except for loss or liability arising from the negligence of the City, its servants, agents or employees.
60. The parties will not call into question, directly or indirectly, in any proceeding or action in court, or before any administrative tribunal, the party’s right to enter into and enforce this Agreement. The law of contract applies to this Agreement and the parties are entitled to all remedies arising from it, notwithstanding any provision of section 41 of the Planning Act, R.S.O, 1990, c. P.13, as amended, interpreted to the contrary. The parties agree that adequate consideration has flowed from each party to the other and that they are not severable. This provision may be pleaded by either party in any action or proceeding as an estoppel of any denial of such right.
61. Unless the contrary intention appears the word "City" shall include its successors and assigns and the word "Owner" shall include the heirs, executors, administrators, successors and assigns to whom the context can apply according to law and if there is more than one Owner, or if the Owner is a female person or Corporation, this Agreement shall read with all grammatical changes appropriate by reason thereof and all liabilities and obligations shall be joint and several and shall run with the Subject Lands.
D06-14029 Page 12107171
In Witness Whereof the Owner and the City have hereunto affixed their corporate seals duly attested by their proper signing officers in that behalf.
) IDEAL (JS) DEVELOPMENTS INC.))
)____________________________) Name:) Title:
) c/s
)____________________________) Name:) Title:)) I/We have authority to bind the Corporation.)) THE CORPORATION OF THE ) CITY OF RICHMOND HILL))
)_____________________________)) Mayor) c/s
))____________________________)) Clerk)) We have authority to bind the Corporation.
Recommended for Execution in Confirmation by the TreasurerAccordance with By-law No. 183-98 that financial conditions have been satisfied
Kelvin Kwan, Commissioner David Dexterof Planning and Regulatory Services Director of Financial Services/Treasurer
Approved as to Contents,
Dan Terzievski Shelly ChamPlanning and Regulatory Services Planning and Regulatory ServicesDepartment Department
Note: If the Corporate Seals are not affixed to this document, affidavits may be required to verify the authority of the parties signing
D06-14029 Page 13 172
SCHEDULE"A"
PAYMENTS
1. Payments Required to be made upon the Execution of this Agreement
Engineering and Inspection Fees Registration and Subsearch of Title Fees General Administration Fee Engineering Review Fees
Amount $48,888.33
$112.63 $20,736.00 $71,004.48
H.S.T.$6,355.48
$0,00$2,695.68$9,230.58
Total$55,243.81
$112.63$23431.68
$80,235.06
TOTAL CASH PAYMENTS $140,741.44 $18,281.74 $159,023.18
SECURITIES
2. Securities to be filed upon the execution of this Agreement
NOTE: City-Wide and Area Specific Development Charges will be payable prior to the issuance of a building permit in accordance with the relevant by-laws in place by the City, Region Municipality of York, and the York Region Boards of Education at the current rates in place at the time of actual payment. Water Meters, Tree Charges and Green bins/recycling are also applicable at that time. (Contact: Finance Department, Development Division)
E.&O.E.
'TZjtitYioticfM I!!.
D06-14029 Page 13 173
SCHEDULE"A"
PAYMENTS
1. Payments Required to be made upon the Execution of this Agreement
Engineering and Inspection Fees Registration and Subsearch of Title Fees General Administration Fee Engineering Review Fees
Amount$48,888.33
$112.63$20,736.00$71,004.48
H.S.T.$6,355.48
$0.00$2,695.68$9,230.58
Total$55,243,81
$112.63$23431.68$80,235.06
TOTAL CASH PAYMENTS $140,741.44 $18,281.74 $159,023.18
SECURITIES
2. Securities to be filed upon the execution of this Agreement
NOTE: City-Wide and Area Specific Development Charges will be payable prior to the issuance of a building permit in accordance with the relevant by-laws in place by the City, Region Municipality of York, and the York Region Boards of Education at the current rates in place at the time of actual payment. Water Meters, Tree Charges and Green bins/recycling are also applicable at that time. (Contact: Finance Department, Development Division)
E.&O.E.
TAB T
Court File No.:CH<hool4l5Sft-floco
ONTARIOSUPERIOR COURT OF JUSTICE
BETWEEN:.,11///////////^
WING-FU HUI£ / vJsiM ’•
s => • YKSsfm „ • o;>$ v>: WY/A • f= S^ g §
.......... - and -
Plaintiff
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Defendants
STATEMENT OF CLAIM
TO THE DEFENDANT(s)
A LEGAL PROCEEDING HAS BEEN COMMENCED AGAINST YOU by the plaintiffs). The claim made against you is set out in the following pages.
IF YOU WISH TO DEFEND THIS PROCEEDING, you or an Ontario lawyer acting for you must prepare a Statement of Defence in Form 18A prescribed by the Rules of Civil procedure, serve it on the plaintiffs lawyer or, where the plaintiffs) does not have a lawyer, serve it on the Plaintiffs), and file it, with proof of service, in this court office, WITHIN TWENTY DAYS after this Statement of Claim is served on you, if you are served in Ontario.
If you are served in another province or territory of Canada or in the United States of America, the period for serving and filing your Statement of Defence is forty days. If you are served outside Canada and the United States of America, the period is sixty days.
191\
2
Instead of serving and filing a Statement of Defence, you may serve and file a Notice of Intent to Defend in Form 18B prescribed by the Rules of Civil Procedure. This will entitle you to ten more days within which to serve and file your Statement of Defence.
IF YOU FAIL TO DEFEND THIS PROCEEDING, JUDGMENT MAY BE GIVEN AGAINST YOU IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU.
If you wish to defend this proceeding but are unable to pay legal fees, legal aid may be available to you by contacting the local Legal Aid Office.
IF YOU PAY THE PLAINTIFF'S CLAIM, and $2,000.00 for costs, within the time for serving and filing your statement of defence, you may move to have this proceeding dismissed by the court. If you believe the amount claimed for costs is excessive, you may pay the plaintiff's claim and $100.00 for costs and have the costs assessed by the court.
TAKE NOTICE THIS ACTION WILL AUTOMATICALLY BE DISMISSED IF IT HAS NOT BEEN SET DOWN FOR TRIAL OR TERMINATED BY ANY MEANS WITHIN FIVE YEARS AFTER THE ACTION WAS COMMENCED UNLESS OTHERWISE ORDERED BY THE COURT.
Date: August 2019 Issued by:Local Registrar
(aL
Address of court office: 50 Eagle Street WestNewmarket, Ontario L3Y6B1
AND TO: Shajiraj Nadarajalingam1100 Rodick Road Markham, Ontario L3R 8C3
192
THIS ACTION IS BROUGHT AGAINST YOU UNDER THE SIMPLIFIED PROCEDURE PROVIDED IN RULE 76 OF THE RULES OF CIVIL PROCEDURE.
3
CLAIM
1. The plaintiff claims:
(a) payment of $385,000.00, being the outstanding principal amount of a loan due and
payable;
(b) prejudgment interest pursuant to the Courts of Justice Act-,
(c) postjudgment interest pursuant to the Courts of Justice Act;
(d) his costs of this proceeding on a lull indemnity basis, plus HST; and
(e) such further and other order as this Court deems just.
2. The plaintiff (“Mr. Hui”) is a licensed real estate agent and businessman who resides in
the City of Toronto.
3. The defendant Ideal (JS) Developments Inc. ("Ideal") is an Ontario corporation with its
registered office in the City of Markham, Ontario. The defendant Shajiraj Nadarajalingam
(“Mr. Nadarajalingam”) is a businessman who resides in Markham and is the owner, officer and
director of Ideal and is its controlling mind.
4
1 O q
4. In the spring of 2017, Ideal was planning a condominium development located in
Richmond Hill, Ontario. Phase 1 of the development was to consist of 60 townhouse units. Mr.
Hui was given the right to act as the real estate agent to market units in the development
5. Mr. Hui arranged for several of his acquaintances to offer to purchase some of the
planned townhouses. In April and May 2017, the acquaintances signed worksheets indicating
their interest in purchasing units and provided deposits of $100,000 per unit to reserve the right
to purchase units. The result was that Ideal received more than $600,000.00 in deposits from Mr.
Hui’s acquaintances.
6. Six of the purchasers decided not to proceed with their purchases. None of them had
signed agreements of purchase and sale, only worksheets evidencing their interest in making a
purchase.
7. Pursuant to section 81 of the Condominium Act of Ontario, the developer of a
condominium project must ensure that deposits paid in order to reserve the right to purchase a
unit are held in trust until at least 10 days after the parties enter into an agreement of purchase
and sale. If an agreement of purchase and sale is not entered into or is rescinded, the developer
must repay the deposits to proposed purchasers with interest.
8. In breach of its obligations, Ideal did not hold the deposit funds in trust but instead spent
the money for its own purposes. As a result, when the six purchasers required their deposits
back, Ideal was unable to repay the funds.
9. Because Mr. Hui felt responsible for bringing those purchasers to the project, Mr. Hui
made an agreement with Ideal and Mr. Nadarajlingam that he would repay the money to the
purchasers as a loan to Ideal. Ideal and Mr. Nadarajalingam agreed that either Ideal or Mr.
Nadarajalingam personally would repay Mr. Hui over time. In August 2017, Mr. Hui paid the
purchasers $600,000 on behalf of Ideal to reimburse the purchasers for their deposits.
124
10. Between November 2017 and August 2018, Ideal paid Mr. Hui a total of $215,000.00 as
repayment for the deposits, leaving the amount of $385,000 outstanding. As security for the
payment of the balance, Ideal gave Mr. Hui a cheque for $385,000 post-dated to January 10,
2019.
11. Ideal did not have sufficient funds in its account on January 20,2019 to cover the post
dated cheque nor has it had the funds after that date. As a result, Mr. Hui is still owed
$385,000.00 for the loan.
12. Mr. Hui has made repeated demands for payment of the amount owed to him. Ideal and
Mr. Nadarajalingam have failed or refused to pay the debt.
13. As the holder of trust funds, Ideal owed fiduciary duties to the purchasers. Since Mr. Hui
repaid the deposits on behalf of Ideal, he took over the rights of the proposed purchasers with
respect to the deposits. Ideal owes the same level of fidicuary trust and obligation to Mr. Hui as
it did to the purchasers.
14. Mr. Nadarajalingam was at all times the controlling mind of Ideal. As such, he was
personally responsible for ensuring that Ideal maintained the deposit monies in trust. Mr.
Nadarajalingam acted improperly and outside of the scope of his duties as an officer and director
of Ideal in permitting Ideal to breach its statutory and fiduciary obligations to the purchasers. At
all material times, Mr. Nadarajalingam personally benefitted from the funds obtained by Ideal
and spent in breach of its obligations.
15. As an officer and director of Ideal, Mr. Nadarajalingam faced the possibility of being
found guilty of an offence pursuant to section 137 of the Condominium Act for permitting Ideal
to breach its obligations. As a result, he benefited personally from Mr. Hui’s agreement to repay
the deposits on Ideal’s behalf.
5
1956
16. Both Ideal and Mr. Nadarajalingam have breached their contractual and fiduciary
obligations to Mr. Hui and are liable to repay him for the funds he provided on their behalf.
17. The plaintiff proposes that this action be tried at Newmarket.
August W, 2019 JOY CASEYBarrister and Solicitor 1300 - 330 Bay Street Toronto, Ontario M5H 2S8 Tel. 416-368-3847 Fax. 416-368-5655 Solicitor for the Plaintiff
Court File No.
HUI v. IDEAL (JS) DEVELOPMENTS INC. et al. 11 ^01
SUPERIOR COURT OF JUSTICE
Proceeding Commenced at Newmarket
STATEMENT OF CLAIM
JOY CASEY Barrister and Solicitor 1300 - 330 Bay Street Toronto, Ontario M5H 2S8 LSUC 26122E
Shida Azari <[email protected]>September-20-19 3:09 PM Jeremy NemersSteve Graff; Ian Aversa; 'Abrahamson, Gary' ([email protected]); David Filice; Bill Friedman; Judy Hamilton; Mark RussellRE: Ideal (JS) Developments Inc.Deposits Report as of Sept 19, 2019 MM.PDF
Jeremy,
Please see attached the breakdown of our trust account in relation to the Modern Manor Project.
Yours truly,
Shida AzariAssociate
Friedmans-------------------------------------- ! ,«, NY 1 | £ V|
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416) 497-3809 Email: sa(a>friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed, This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340,
In response to your email below, please note the following:
1. I have requested the breakdown of our trust account in connection with the Modern Manor project from our accounting department and will forward same to you upon receipt.
2. We have requested our client's banking information and will forward same to you upon receipt.
3. Attached please find a copy of the consent regarding deferral of payment received from PMA Brethour Realty Group, which is one of the unsecured creditors. Our client is obtaining copies of the consents from additional unsecured creditors and will provide same together with an updated list of creditors to us as soon as possible. Upon receipt of same, I will forward to you for your review.
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416)497-3809 Email: sa(S>friedmans.ca
1 O 8
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
From: Jeremy Nemers [mailto:inemers(5>airdberlis.com1 Sent: Friday, September 20, 2019 12:01 PMTo: Bill Friedman <wf(5>fnedmans.ca>; Shida Azari <SA(5)friedmans.ca>; Judy Hamilton <JH(S)friedmans.ca>: Mark Russell <MRt5)friedmans.ca>Cc: Steve Graff <sgraff(5)airdberlis,com>; Ian Aversa <iaversa(5)airdberlis.com>; 'Abrahamson, Gary' (GAbrahamson(S)FullerLLP,com) <[email protected]>; David Filice <[email protected]>Subject: Ideal (JS) Developments Inc.Importance: High
Counsel,
The Receiver became aware of the attached statement of claim this morning.
We are forwarding same to you right away, and would ask that you please reply back with your client’s response to the allegations made in the statement of claim. We also reiterate our previous requests to be provided with (amongst other things): (i) a statement containing the breakdown of monies held in trust; (ii) the Debtor’s bank account number(s) and associated banking information; and (iii) a complete listing of all the Debtor’s creditors, inclusive of names, amounts and addresses.
Aird & Berlis LLP Lawyers Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Canada M5J 2T9 j airdberlis.com
AIRD BERLIS |
This email is intended only tor the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive (Ins email in error, the information in this email may be confidential and must not be disclosed lo anyone.
Deposits report re Modern Manors RBC designated trust acct 06142-1042753
as of September 19, 2019
SUITE UNIT/LEVEL NAME OF PURCHASER(S)TOTAL AMOUNT OFDEPOSITS RECEIVED
TO DATE
1 101 Unit 1 Level 1'
$ 46,992.002 102 Unit 2 Level 1 $ 44,988.003 105 Unit 4 Level ! $ 22,495.004 108 Unit 7 Level 1 s 45,990.005 109 Unit 218 Level 1 $ 45,992.006 111 Unit 10 Level 1 $ 47,456.007 112 Unit 11 Level 1 $ 24,450.008 113 Unit 12 Level 1 $ 23,746.009 116 Unit 319 Level 3 $ 47,492.00
10 117 Unit 15 Level 1 $ 49,492.0011 201 Unit 1 Level 2 $ 22,745.0012 205 Unit 112 Level 3 $ 46,992.0013 206 Unit 111 Level 3 $ 54,992.0014 207 Unit 6 Level 2 $ 21,745.0015 208 Unit 7 Level 2 $ 47,492.0016 209 Unit 108 Level 3 $ 54,992.0017 207 Unit 107 Level 2 $ 43,492.0018 211 Unit 10 Level 2 $ 21,745.0019 212 Unit 11 Level 2 $ -20 213 Unit 12 Level 2 $ 46,488.0021 215 Unit 13 Level 2 s 23,494.0022 217 Unit 15 Level 2 $ 22,745.0023 218 Unit 16 Level 2 $ 22,995.0024 219 Unit 202 Level 2 $ 57,492.0025 220 Unit 18 Level 2 * $ 23,994.0026 223 Unit 21 Level 2 $ 44,492.0027 228 Unit 25 Level 2 $ 44,492.0028 '231 Unit 28 Level 2 $ 49,992.0029 236 Unit 314 Level 3 $ 58,992.00
30 237 Unit 315 Level 3 $ 50,492.00
31 238 Unit 312 Level 3 $ 37,119.0032 239 Unit 35 Level 2 $ 57,488.0033 252 Unit 308 Level 3 $ 57,492.0034 253 Unit 39 Level 2 $ 22,995.0035 256 Unit 41 Level 2 $ 54,792.0036 257 Unit 42 Level 2 $ 49,992.0037 259 Unit 44 Level 2 $ 58,990.0038 260 Unit 45 Level 2 $ 23,994.00
TOTAL $ 1,521,818.00Bank error $ 0.10Total Interest before May 2019 $ 99,186.98Interest May 2019 $ 3,243.83Interest June 2019 $ 1,214.54Interest July 2019 $ 1,304.14Interest August 2019 $ 1,309.94Total trust $ 1,628,077.53
Page 1 of 1
TAB W
IDEALDEVELOPMENTS
Consent Re: Payment of Amounts Owing
TO: Ideal (JS) Developments Inc.
AND TO: The Fuller Landau Group Inc.
RE: Amounts owing to [PMA Brethour Realty Group] by Ideal (JS) Developments Inc.
The undersigned hereby acknowledges and confirms the following:
1, The undersigned is an unsecured creditor of Ideal (JS) Developments Inc.
2, As of the date of this Consent, Ideal (JS) Developments Inc, owes the amount of Eighty-Three Thousand Seven Hundred Eighteen Dollars and Sixty-four Cents (the $83,718.64) to the undersigned which amount became due on starting construction.
3, The undersigned hereby consents to the payment of the Amount Owing on such date as Ideal (JS) Developments Inc. deems appropriate.
Date as of the 16th day of September, 2019.
Name & Title:
fjLA^ tS'bW
Building a future together1100 Rodick Road, Markham, ON, L3R 8C3; Tel: 416-754-3500 Fax: 416-754-3537
Friedmans-----------------------------1 W t I Ji M
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416) 497-3809 Email: sa(5)friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
Shida Azari <[email protected]>September-24-19 11:20 AM Jeremy NemersSteve Graff; Ian Aversa; 'Abrahamson, Gary' ([email protected]); David Filice; Bill Friedman; Judy Plamilton; Mark RussellRE: Ideal (JS) Developments Inc.
This email is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email m error, (he information in this email may be confidential and must not be disclosed to anyone
203From: Shida Azari [mailto:SA(5)friedmans.cal Sent: September-24-19 11:02 AM To: Jeremy Nemers <[email protected]>Cc: Steve Graff <sgraff(5)airdberlis.com>: Ian Aversa <iaversa(5)airdberlis.com>: 'Abrahamson, Gary'(GAbrahamson(5)FullerLLP.com) <[email protected]>: David Filice <[email protected]>: Bill Friedman <wf(S)friedman5.ca>; Judy Hamilton <JH(5?friedmans.ca>; Mark Russell <[email protected]>Subject: RE: Ideal (JS) Developments Inc.
Jeremy,
We understand from our client that the agreement of purchase and sale for unit # 212 was cancelled within 10- cooling off period and the deposit cheques were returned to the purchaser.
Please let me know if you have any additional questions.
Yours truly,
Shida AzariAssociate
Friedmans--------------------------------------I ,\ W VI
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416)497-3809 Email: sa(5>friedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
From: Jeremy Nemers fmailto:[email protected] Sent: Monday, September 23, 2019 3:25 PM To: Shida Azari <SA(5)friedmans.ca>Cc: Steve Graff <sgraff(5)airdberlis.com>: Ian Aversa <iaversa(a>airdberlis.com>: 'Abrahamson, Gary' (GAbrahamson(g>FullerLLP.com) <GAbrahamson(5)FullerLLP.com>; David Filice <dfilice^>fullerllo.com>; Bill Friedman <wf(g>friedmans.ca>; Judy Hamilton <JH(S)friedmans.ca>; Mark Russell <MR(5)friedmans.ca>Subject: RE: Ideal (JS) Developments Inc.
Thank you for your trust account breakdown, a copy of which is reattached for convenience.
The Receiver is in the process of reviewing same, but, in the meantime, and in accordance with the unit purchase agreement for suite 212 that you previously couriered to us, should there not be $54,992.00 in trust for this suite (as opposed to nil as reflected in your attached breakdown)?
The Receiver may have additional questions moving forward.
204This emai! is intended only for the individual or entity named in the message. Please let us know if you have received this email in error. If you did receive this email in error, the information in this email may be confidential and must not be disclosed to anyone.
Please see attached the breakdown of our trust account in relation to the Modern Manor Project.
Yours truly,
Shida AzariAssociate
FRIEDMANS------------------- I A W M K MFriedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416)497-3809 Email: [email protected]
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
In response to your email below, please note the following:
1. I have requested the breakdown of our trust account in connection with the Modern Manor project from our accounting department and will forward same to you upon receipt.
2. We have requested our client's banking information and will forward same to you upon receipt. 2053. Attached please find a copy of the consent regarding deferral of payment received from PMA Brethour Realty Group,
which is one of the unsecured creditors. Our client is obtaining copies of the consents from additional unsecured creditors and will provide same together with an updated list of creditors to us as soon as possible. Upon receipt of same, I will forward to you for your review.
Yours truly,
Shida AzariAssociate
Friedmans-------------------------------------- \ ,\ \V 1 I * M
Friedman Law Professional Corporation 150 Ferrand Drive, Suite 800 Toronto, ON M3C3E5 Tel: (416)496-3340x112Fax: (416)497-3809 Email: sapfriedmans.ca
IMPORTANT NOTICE: This communication and the information contained herein is intended only for the use of the individual or entity to which it is addressed. This message, including any attachments, contains material that is confidential and may be protected by a solicitor-client privilege, work-product privilege, or other privileges. If you are not the intended recipient, or the person responsible for delivering this confidential communication to the intended recipient, you have received this communication in error, and any review, use, dissemination, forwarding, printing, copying, or other distribution of this email message, the information contained herein, and any attachments is strictly prohibited. If you have received this confidential communication in error, permanently delete the original message and please notify the sender immediately by reply email message or by contacting (416) 496-3340.
From: Jeremy Nemers fmailto:inemers(a>airdberlis.com1 Sent: Friday, September 20, 2019 12:01 PMTo: Bill Friedman <wf(5>friedmans.ca>; Shida Azari <SA(5)friedmans.ca>; Judy Hamilton <JH(a)friedmans.ca>; Mark Russell <MR(S)friedmans.ca>Cc: Steve Graff <sgraff(5)airdberlis.com>: Ian Aversa <iaversa(aairdberlis.com>; ’Abrahamson, Gary’ (GAbrahamson(5>FullerLLP.com) <GAbrahamson(a)FullerLLP.com>: David Filice <dfilice(5)fullerllp,com>Subject: Ideal (JS) Developments Inc.Importance: High
Counsel,
The Receiver became aware of the attached statement of claim this morning.
We are forwarding same to you right away, and would ask that you please reply back with your client’s response to the allegations made in the statement of claim. We also reiterate our previous requests to be provided with (amongst other things): (i) a statement containing the breakdown of monies held in trust; (ii) the Debtor’s bank account number(s) and associated banking information; and (iii) a complete listing of all the Debtor’s creditors, inclusive of names, amounts and addresses.
Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Canada M5J 2T9 j airdberlis.com
AIRD BERLIS
0
This amsiil is intended only for the individual or entity named in the message Please let us know if you have received this email in error. If you did receive Ihis email in error, the information in this email may be confidential and must not be disclosed to anyone.
5
TAB Z
Jefferson Side RoadScMS
00#
2G$r
210
TAB AA
IN THE MATTER OF THE RECEIVERSHIP OF IDEAL (JS) DEVELOPMENTS INC.
NOTICE AND STATEMENT OF THE RECEIVER (SUBSECTION 245(1) AND 246(1) OF THE ACT)
212
Take notice that;
1. On August 16, 2019 the undersigned, The Fuller Landau Group Inc,, was appointed receiver (the “Receiver”), of the real property known municipally as 39, 53, and 67 Jefferson Sideroad in Richmond Hill, Ontario and all the other assets, undertaking and properties of Ideal (JS) Developments Inc. (“Ideal” or the “Company”), acquired for, or used in relation to a business earned on by Ideal that is described below:
ApproximateAssets Net Book Value as at August 16, 2019
$Cash unknownDue from Shareholders/Related Companies unknownLand and Development Costs unknown
2, The undersigned was appointed Receiver by Order of the Ontario Superior Court of Justice pursuant to the security held by Vector Financial Services Limited (“Vector”) and Downing Street Financial Inc, (“Downing”).
3. The undersigned has not yet taken possession of any of the assets of the Company, and, as a result of a lack of timely cooperation from the Company, has also not taken possession or control of most of the books and records. The Company believes it will imminently be refinanced and the receivership process will be ended.
4, The following information relates to the receivership:
(a) Address of the Real Property:
• 39, 53, and 67 Jefferson Sideroad in Richmond Hill, Ontario
(b) Principal line of business:
• Based on the limited information available to the Receiver, Ideal appears to be a single purpose vehicle designed to hold and deal with real property located at 39, 53, and 67 Jefferson Sideroad in Richmond Hill, Ontario. The real property is currently vacant land; however, the Receiver understands that it was anticipated that the real property would be developed into residential units.
(c) Location of business:
• Unknown
1
213(d) The amount owed by the Company to each creditor as at approximately August 16,
2019 who holds a security interest on the assets described above is as follows:
Secured Creditor
Vector/Downing
Amercan Corporation
Amount$
16,170,000 plus costs
Security
Real and personal property security, as applicable, including, without limitation, a registered mortgage on title to the real
property in the principal amount of $15,250,000
Unknown Real property security, including aregistered mortgage on title to the real
property in the principal amount of $5,750,000
Tarion Warranty Corporation Unknown Personal property security regardingpurchasers’ deposits, monies paid and all
interest earned thereon held in escrow/trust pursuant to a deposit trust
agreement
2520458 Ontario Inc. Unknown Unknown personal property securitypursuant to a caution filing
(e) Attached as Appendix “A” is a separate list of other creditors of the Company and the amounts owed to each creditor as at August 16, 2019. Due to the fact that the records of the Company may not be up to date, the Receiver is unable to confirm if the total amount due to other creditors is accurate at this time.
(f) The Receiver is in the process of designing a proposed marketing and sale process for the Company’s property.
(g) Contact person for Receiver: Mr. David Filice c/o The Fuller Landau Group Inc. 151 BloorSt. West, 12lh Floor Toronto, ON MSS 1S4 Telephone: (416) 645-6506 Facsimile: (416) 645-6501
Dated at Toronto, Ontario, this 29l11 day of August, 2019.
The Fuller Landau Group Inc.Court-appointed Receiver of Ideal (JS) Developments Inc. Per:
David Filice2
Appendix "A"
Ideal (JS) developments IncA/P Aging Summary
As of 22 August 2019
Current
Beacon Environmental 0.00Century 21 Leading Edge Realty Inc. 0.00Cushman & Wakefield Ltd. 0,00Flretservlce RESIDENTIAL 0.00Goodmans LLP 0.00HomeLife Best Choice Realty Ino. 0.00Homellfe Landmark Realty Ino. 0,00Intrepid Quantity Surveying 0.00Kanlsh & Partners LLP 0.00Landpower Real Estate Ltd. 0.00M.V. Shore 0.00IVlasongsong Associates Engineering Limited 0.00Mike Niven Interior Design Inc 0,00Miller Thomson LLP 0.00PMA Brrthour Realty Group 0.00Remax Realtron Realty Inc.Brokerage 0.00RN Design 0.00Robins Appleby In Trust 0,00Schneider Ruggiero LLP 0.00StarHome Really Inc. 0.00Tham Surveying Limited 0.00The Archaeologists Ino. 0.00Times Square Real Estate Services Inc. 0.00Tmach Consulting Company 0-00
From: David Filice <[email protected]>Sent: September-03-19 10:48 AMTo: [email protected]: Gary Abrahamson; Jeremy NemersSubject: Request for Realtor proposal for 39, 53 and 67 Jefferson Sideroad, Richmond Hill Ontario
Good Morning Trevor,
Effective August 16, 2019, pursuant to an order of the Ontario Superior Court of Justice (Commercial List) made August 1, 2019 (the “Receivership Order”), The Fuller Landau Group Inc. (“FLG”) was appointed receiver (in such capacity, the “Receiver”) of: (i) the real property known municipally as 39, 53 and 67 Jefferson Sideroad, Richmond Hill, Ontario (the “Real Property”); and (ii) the other assets, undertakings and properties of Ideal (JS) Developments Inc. (together with the Real Property, the “Property”). In its capacity as the Receiver, FLG invites written proposals to provide real estate broker services (“Realtor Proposals”) for the marketing and potential disposition of the Real Property. The Real Property comprises approximately 2.8 acres of vacant land with what the Receiver understands to be an approved plan of subdivision to build 96 townhomes (60 stacked townhomes and 36 townhomes). Any marketing and sale process for the Real Property recommended by the Receiver, together with any resulting sale transaction recommended by the Receiver, will be subject to court approval.
Realtor Proposals must be submitted to the attention of Mr. Gary Abrahamson and David Filice, The Fuller Landau Group Inc., Receiver of Ideal (JS) Developments Inc., 151 Bloor Street West, 12th floor, Toronto,Ontario MSS 1S4 by noon (Toronto Time) on September 13, 2019].
REALTOR ROLE AND SERVICES
The realtor’s role will include providing the following services, in consultation with the Receiver:
• Establishing an estimated value for the Real Property and making recommendations regarding the listing price
• Preparing a detailed marketing plan and distributing all marketing materials to prospective interested parties
• Advertising the Real Property for sale at the realtor’s expense
• Showing the Real Property to interested parties
• Providing the Receiver with regular reporting during the sale process and a report summarizing the sale process jto be relied upon by the Receiver to support the Receiver’s recommended transaction j
I
• Assisting the Receiver to assess offers submitted J• Assisting the Receiver to close a sale transaction '
PROPOSAL CONTENT
Realtor Proposals should include the following:j
• Firm background and team details, experience and profiles, including dedicated agent name and experience (C.V.)
• Proposed listing price and assessment of any preliminary issues
• Preliminary work plan establishing the marketing and sales process
• Liability insurance certificate - include copy with Realtor Proposal
• Conflict of interest statement - Realtor Proposal to disclose any professional or personal financial interests which could be a possible conflict of interest. In addition, all Realtor Proposals shall detail any additional arrangements that would result in compensation, in addition to the structure outlined in the Realtor Proposal
REALTOR PROPOSAL EVALUATION CRITERIA
The following criteria will be utilized to evaluate each Realtor Proposal:
• Overall disposition strategy and work plan including marketing plan
• Experience with asset class and team experience
• Compensation structure
• Other criteria as determined by the Receiver in its sole discretion
Should you require any further information, please contact Gary Abrahamson [email protected] 416 645 6524 or David Filice [email protected] 416 645 6506 .
David Filice, CPA, CA • CIRP, LIT [^Partner, The Fuller Landau Group Inc.FULLER LANDAU U
151 Bloor Street West Tel 416.645.650612th Floor Fax 416.645.6501Toronto, Ontario Email [email protected] MSS 1S4 Web www.fullerllD.com
as;Click here to send me a file securely via ShareFile.
This message is only for the use of the individual or individuals to whom it is addressed. It may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please contact David Filice immediately by email at [email protected]. Thank you.
........................................................... ................................................................. ................................................. ............... (the "Listing Brokerage")
seuer(s); ruTjwLandaujjrw in jte capacity Court Ap|jointedRroejver^^dea|ij(JS)i,l^velopinente Inc........|t),e "Seller")
In consldorallon of the Listing Brokerage listing Ihe real property for sale known as .3?.’..i..^.7.,..
.WiJJ».PrOVjncepfOntrio............................................................................................................................................................. (the "Property")the Seller hereby gives ihe Listing Brokerage Ihe exclusive and irrevocable rlgbr-'-rto. act as Ihe Seller's agent,
aid-?** * RtXxy* "" vjix i ncommencing at 12:01 a.m. on Ihe .................day of .SfSff.WT..........»........W.............................. ./TrrTtT.................. .......... .
2p(7p\until 11 ■.59p,m. on Ihe ................... doyol .MSr.?)}.................................................................................... . "Listing Period"),
(Seiler's Initials){ Seller acknowledges thol Ihe length ol Ihe Lisling Period is negotiable between the Seller and Ihe listing Brokerage and, il an MLS* lisling, may be subject to minimum requirements ol the real estate board, however, in accordance with Ihe Real Estate and Business Brokers Actol Ontario (2002), if the Listing Period exceeds six months, the Listing Brokerage must obtain the Seller's initials.
}to ofler the Properly for sale at o price ol: »a fM- Siller's sol*. Afcsolvfe
I dUKve.-Vv**-....................................................................................................................................................................Dollaj^$Cdn ................................................)
and upon the terms particularly sel out herein, or at such other price and/or terms acceptable to the Seller. If is understood that the price and/or terms set out herein are at the Seller's personal request, alter Full discussion with Ihe Listing Brokerage's representative regarding potential market value ol the
Properly.
The Seller hereby represents and warrants that the Seller is not a party to any other listing agreement for the Property or agreement to pay commission to any other real estate brokerage for the sale of the property.
1. DEFINITIONS AND INTERPRETATIONS) For Ihe purposes of this Agreement ("Authority" or "Agreement"):"Seller" Includes vendor ond a "buyer" Includes a purchaser or a prospective purchaser. A purchase shall be deemed to Include Ihe entering Into of
any agreement to exchange, or the obtaining ol an option to purchase which Is subsequently exercised, or Ihe causing of a Flrsl Right ol Refusal to be exercised, or an agreement to sell or transfer shares or assets. "Real property" includes real eslate as defined In the Real Estate and Business Brokers Ad (2002). The “Properly" shall be deemed to Include any pari thereof or Interest therein. A "real eslate board" Includes a real estate association. Commission shall be deemed to include olher remuneration. This Agreement shall be read with all changes of gender or number required by the context. For purposes of this Agreement, anyone introduced to or shown the Property shall be deemed to include any spouse, heirs, executors, administrators, successors, assigns, related corporations ond affiliated corporations. Related corporations or affiliated corporations shall Include any corporation where one half or a majority of the shareholders, directors or officers of the related or affiliated corporation ore the same person(s) as Ihe shareholders, directors, or officers of the corporation introduced to or shown the Property.
2. COMMISSION) In consideration of Ihe listing Brokerage listing Ihe Properly for sole, the Seller agrees to pay Ihe Listing Brokerage a commjffiloffNy
of ..?.•.??........................%af the sale price of Ihe Property or
•fiogefrorid J off L e ye n
ihe rroperty ror sole, the seller agrees to pay me usimg oronerage a comma
if so | d excl us j v e ly. by, th e q, D avr
for any valid offer la purchase Ihe Property from any source whatsoever obtained during the listing Period and on Ihctomwond thin Agiuumuul OIL such mitux terms and conditions as Ihe Seller may accept.
INITIALS OF LISTING BROKERAGE)
etetfifantisaUxi) I
The Irodemoiks REALTOR®, REALTORS® and Ihe REALTOR® logo ore controlled by The Canadian Real Eslole Assoclollon (CREAJ and Identify real estate professionals who ore members of CREA. Used under license.
Form 520 Revised 2017 Page 1 of 4WEBForms® Dec/2017
218The Seller aulhorizes the Listing Brokerage to co-operate with any other registered real estate brokerage (co-operating brokeragel, and to offer to pay
the cooperating brokerage a commission of J.'.Q...........% of the sale price of the Property or ...................................................................................
.N/.A....................................................................................................... ....................................out of the commission the Seller pays the Listing Brokerage.
The Seller further agrees to pay such commission as calculated above If an agreementio'purohase Is agreed to or accepted by the Seller or anyone on
the Seller's behalf within ................days after the expiration of the Listing Period (HoWover Period), so long as stich agreement is with anyonewho was Introduced to the Property from any source whatsoever during the Listing Period or shown the Properly during the Listing Period, If, however, the offer lor the purchase of the Property is pursuant to a new agreement in writing to pay commission to another registered real estate brokerage, the Seller's liability for commission shall be reduced by the amount paid by the Seller under the new agreement.The-Seller further agrees le poyeuch scmminlon.as.coleekitetl-abone even If the Irensnellen eeiiluHipluluiHjy'ui'i agreement ta putehrwe mgreesUev
■■nnnneeplnd by the fijlat_nmnynn« nn.lha Snllnr1* hnlinll if svnh-nirn tlfmplfHirn It -wln(J *»■' nHrihiilnhln.tnjhn finHor'l -l"1""lli~r•WHglHLl, Mii'it LBlimilssliiii III Ini |.inynM*.aaJl>B data tal Inr r/implollnn ni Ihfl piifrhmrn r»f llm PlllllTTrl)- ^Any deposit In respect of any agreement where the transaction has been completed shall first be applied to reduce the commission payable. Should ' such amounts paid lo the listing Brokerage from the deposit or by the Seller's solicitor not be sufficient, the Seller shall be llablpjo-pay to the Listing Brokerage on demand, any deficiency In commission and taxes owing on such commission. '•noftf fj' )
l» bin mrani.lhw tn'y«r,Jnlls In nnmplele the purchase and lh« dapnilt nr nny perl thirnnf hrrrrmnt fnrliiitndi iiwnwlrirf, rllrrrfbrl wf rclannJ Is Ihn ^ » Seller; the-Setier then eutherleei the Listing, Brokerage-to-relein-at-eemfntstlen-fer senrkei renderedr,fifty .(50%) per-eent »(the amaunt ef.the-eqlcL
) depeaHTerfeiled, avignJeJ, OlreUmJ ui lelBused' imhe1 Sellei (betmot to exceuii the eemmisston payefale hcuia tnle.hean rnnsinnmsilad). end lo-poy-* ' tbgHselanee-ef-the'depeelt'te the’Seltew
All amounts set out as commission are lo be paid plus applicable taxes on such commission.
3. REPRESENTATION) The Seller acknowledges that the Listing Brokerage has provided the Seller with written Information explaining agency relationships,Including Information on Seller Representation. Sub-agency, Buyer Representation, Multiple Representation and Customer Service. The Seller understands that unless the Seller Is otherwise Informed, the co-operating brokerage Is representing the interests of the buyer In the transaction. The Seller further acknowledges that the Listing Brokerage may be listing other properties that may be similar to the Seller's Property and the Seller hereby consents to the Listing Brokerage acting os on agent for more than one seller without any claim by the Seller of conflict of Interest, Unless otherwise agreed in writing between Seller and listing Brokerage, any commission payable to any other brokerage shall be paid out of the commission the Seller pays the listing Brokerage.
~f7 1 Tk.. eJlnr tinftthy nppr.lpl. ltm_tl.ll.fl It««li «i i ifyn-11. llii thu pnrpnin it nnrl mm-4 iini| nnllans pUHUMl-tA ■nvnlier-QI’S vagteement-le-pewhese the Properly.1 J "Pf \ 7
MULTIPLE REPRESENTATION) The Seller hereby aclITtOTdledges that the Listing Brokerage may be enjpfmg Into buyer represen!3fTon agreements with buyers who may be Interested in purchasing the •SwItaA Property. In the event that the Listing Brokerage has entered Into or enters into a buyer representation agreement with a prospective buyer for the $itUe& Property, the Listing Brokerage wifroblaln the Seller's written consent to represent both the Seller and the buyer for the transaction at the earliest practical opportunity and In all cases prior to any offer lo purchase being submitted or presented.The Seller understand and acknowledges that the Listing Brokerage must be impartial when representing both the Seller and the buyer and equally protect the interests of the Seller and buyer. The Seller understands and acknowledges that when representing both the Seller and the buyer, the Listing Brokerage shall hove a duly of full disclosure lo both the Seller and the buyer, including a requirement lo disclose all factual information about the Property known lo the Listing Brokerage.However, the Seller further understands and acknowledges that the Listing Brokerage shall not disclose:
• Ihot the Seller may or will accept less than the listed price, unless otherwise instructed in writing by the Seller;• lhal the buyer may or will pay more than the offered price, unless otherwise Instructed in writing by the buyer;• Ihe motivation of or personal information about ihe Seller or buyer, unless otherwise instructed In writing by the party to which the Information
applies or unless failure to disclose would constitute fraudulent, unlawful or unethical pradlce;• Ihe price Ihe buyer should offer or the price the Seller should accept; .and• the Listing Brokerage shall not disclose lo the buyer the terms of any other offer.
However, it Is understood that factual market Information about comparable properties ond Information known to the Listing Brokerage concerning potential uses lor Ihe Properly will be disclosed to both Selle r and buyer lo assist them to come to their own conclusions.
Where a Brokerage represents both the Seller and the Buyer (multiple representation), the Brokerage shall not be entitled or authorized to be agent for either the Buyer or the Seller for the purpose of giving and receiving notices.
MULTIPLE REPRESENTATION AND CUSTOMER SERVICE) The Seller understands and agrees that the Listing Brokerage also provides representation and customer service lo other sellers and buyers. If the listing Brokerage represents or provides customer service to more than one seller or buyer far the same trade, Ihe Listing Brokerage shall, in writing, at Ihe earliest practicable opportunity and before any offer Is made, Inform all sellers and buyers of the nature of the listing Brokerage's relationship lo each seller and buyer,
INITIALS OF LISTING BROKERAGE: CD INITIALS OF SELIER(S);
mThe trademarks REALTOR®, REALTORS® and the REALTOR® logo ore conlrolied by The Canadian Real Eilole unit*- Association (CREA] and Identity real estate professionals who ore members ol CRcA. Used under license.
/ St,W‘5 ^UewkKw.4. REFERRAL OF ENQUIRIES) The Seller agrees lhat during the Listing Period, the Seller shall advise the Listing Brokerage immediately of all enquiries at it
from any source whatsoever, and all offers ter purchase submitted to the Seller shall be Immediately submitted to the Listing Brokerage by the Seller before the Seller accepts or rejects the same. If any enquiry during the Listing Period results In the Seller's accepting a valid offer to purchase during the Listing Period or within the Holdover Period ofler the expiration of the Listing Period described above, the Seller agrees to pay the listing Brokerage the amount of commission set out above, payable within five (5) days following the Listing Brokerage's written demand therefor, Ou9 nucCt(6
»*7 a~S r}v*. -Vcnta Ge^ff*** of "W. 4T»f*A>5. MARKETING) The Seller agrees to allow the Listing Brokerage to show and permit prospective buyers to fully inspect the Properly during reasonable
hours and the Seller gives the Listing Brokerage the sole and exclusive right to place "For Sale" and "Sold" slgn(s)l.vpbh the Property. The Seller consents to the Listing Brokerage including Informallon in advertising lhat may identify the Properly. The Seller further agrees that the Listing Brokerage shall have sole and exclusive authority to make all advertising decisions relating to the marketing of the Property during the listing Period. The Seller agrees lhat the Listing Brokerage will not be held liable In any manner whatsoever for any acts or omissions with respect to advertising by the listing Brokerage or any other party, other than by the Listing Brokerage's gross negligence or wilful act.
7^
WftBBAMTYi The Seller represents ond'wuiiunli lliul the Seller iiustliH exclusive authority end pewaHe exeeute-this Aulherity to-effer Ihe-BrepettyJor .snip "nd kn ‘nk'med Ihv iirl:"Q Prrl-sriiigv nf tiny third party-intnrniln ru rhimr m lhTPrnpnrh,'iunh ns right; ?f f'nt rvftfrHt-npt'mni,■)
.eosemanUyjaotSgegeST^ncumbwtnees or otherwise concerning thp-Property wiiioh may nffeel-lho tale.of.lhe-Bfeperty..,
INDEMNIFICATION AND INSURANCE) The Seller will not hold the listing Brokerage and representatives of the Brokerage responsible for any loss or damage to the Properly or contents occurring during the term of this Agreement caused by the Listing Brokerage or anyone else by any means, including theft, fire or vandalism, other than by the listing Brokerage's gross negligence or wilful act. Tka-Sellet-tjgi^es-to-mdwmilfy Ullll 11WH
i and representatives of the Brokerage and nny rfi-npArnlinp tvnLnunfln.bnm Huy .linllill^i fUim-lnav en«t. llnulfin nr
-lepresentotton-mode by the. Seller In this Agrce»nent-oHhe-eeeomponylng data-fepi, The Sollof-Bgrees le-lndeiunify Binksmu llunnlgss"Hiu ListingRrnLftmpn nnrt ropr».nnlr.ll..... ^1 lU- J—..jW. np.^.n. I.nm rtny.JInkllll^Y^Inlm, Uc, ^.1, flfimnga r,r ln|u^i.«..r. rnr.;ll.r.t
,k° PlV'parry t^ing ky any nn«l«^.lnnntr.nr p..lnlnrr.Tti ii ............ in i null thu Piii|iinly In Imiiiiuil im lulling |nu iiiniil lliililllli In mi mil n il||lllll rilllji I lullii, i n In mi mil i III llllllli|| fll llll In ulilj iirjurf ns pieparty
■ nimnnu. 1.-. nlimn >nn...r) In asiy .. ......... nl lii.i mmrl lti«..«t»ll«...ii»i«nmiti... |K»-Hinlill l||U llinl nil fit tl!.'UIII|llt7yL|i.lt |i|l[HM«Lllivw^|
—(co-apeiaUag-brekerago) ler end ogoinct-eny oietms-egeinsHhB Listing'Brokerage'or i:e>openjliiig blUkaruyu mudu Liy miyuita who nllende-er visits, the-Prepofty
FINDERS |!|:tCT th-*' ‘fr ■nT~1**‘ng* .... y 1 — '■j""|'jl"lj n l-a rQ.,/r..H ratarr.'l I... ^..11,111 mill lli Ciilll^frnnmnln In nnyiirrh hnnsflt hslng remi"eri nnri rnlninifrt hy the Prnirgrnfln in nrlrfitlffn tr thn rntitminiirn-nT dTtsribH ih'"—
10. VERIFICATION OF INFORMATION) The Seller authorizes the Listing Brokerage to obtain any information from any regulatory authorities, governments, mortgagees or others affecting the Property and the Seller agrees to execute and deliver such further authorizations In this regard as may be reasonably required. The Seller hereby appoints the Listing Brokerage or the listing Brokerage's authorized representative as the Seller's attorney to execute such documentation as may be necessary to effect obtaining any information as aforesaid. The Seller hereby authorizes, Instructs and directs the above noted regulatory authorities, governments, mortgagees or others to release any and all informallon to the listing Brokerage,
11
<3
USE AND DISTRIBUTION OF INFORMATION) The Seller consents to the collection, use and disclosure of personal Information by the Brokerage for the purpose of listing and marketing the Properly Including, but not limited to; listing and advertising the Properly using any medium Including the Internet; disclosing Properly information to prospective buyers, brokerages, salespersons and others who may assist In the sale of the Properly; such other use of the Seller's personal information as is consistent with listing and marketing of the Property. The Seller consents, If this Is an MLS® listing, to placement of the listing Information and sales informallon by the Brokerage Into the database(s) of the MLS® System of the appropriate Board, and to the posting of any documents and other Information (Including, without limitation, photographs, Images, graphics, audio and video recordings,, virtual tours, drawings, floor plans, architectural designs, artistic renderings, surveys and listing descriptions! provided by or on behalf of the Seller Into the database(s) of the MLS® System of the appropriate Board. The Sulhirlieiulij Indemnifies end save8»hani'iless,thw DmkgUiyB'uwd/wi.uny^f
.nfvnnk hrnk°“ nr rnprmnnlnUi.at-lffim.nny nnrl all I ll linrr-^lllillHw.—.rrtr—nr;ivi[ 11 lwa]e.lf I U ll.rTThH miallHm TAI'.AIhJ I.ITIH—
The Seller acknowledges lhat the database, within the board's MLS® System is the property of the real estate board(s) and can be licensed, resold, or otherwise dealt with by the board(s|. The Seller further acknowledges that the real estate board(s) may; during the term of the listing and thereafter, distribute the information in the database, within the board's MLS® System to any persons authorized to use such service which may Include other brokerages, government departments, appraisers, municipal organizations and others; market the Property, at Its option, In any medium, Including electronic media; during the term of the listing and thereafter, compile, retain and publish any statistics Including historical data within the board's MLS® System and retain, reproduce and display photographs, Images, graphics, audio and video recordings, virtual lours, drawings, floor plans, architectural designs, artistic renderings, surveys and listing descriptions which may be used by board members to conduct comparative analyses; and make such other use of the information as the Brokerage and/or real estate board(s] deem appropriate, in connection with the listing, marketing and
INITIALS OF LISTING BROKERAGE:■<5§D> INITIALS OF SELLER(S):
mThe trodemorks REALTOR®, REALTORS® and Ihe REALTOR® logo ore controlled by The Canadian Real Eilale
^ Association |CREA] and identify real estate professionals who ore members of CRcA. Used under license.
® 20)6, Onlorlo Real Estate Association J“OREA(). All rights reserved, This form was developed by OREA for the use and reproductionby its members and licensees only. Any other use or reproduction Is prohibited except with prior wmlen consent of OREA. Do not alterwTien printing or reproducing the standard pre set portion. OREA bears no liability for your use of this form. Form 520 Revised 2017 Page 3 of 4
WEBForms® Oec/2017
selling of real estate during the terra of the listing and thereafter. The Seller acknowledges that the information, personal or otherwise ("Information"), provided to the real estate board or association may be stored on databases located outside of Canada, In which case the Information would be subject to the laws of the jurisdiction in which the information is located.
In the event that this Agreement expires or is cancelled or otherwise terminated and the Properly Is nol sold, the Seller, by initialling: CDconsent io allow other real estate board members to contact the Seller after expiration or other termination of this Agreement to discuss lUling or. otherwise marketing the Properly.
13. CONFLICT OR DISCREPANCY; If there is any conRict or discrepancy between any provision added to this Agreement (including any Schedule attached hereloj and any provision In the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict or discrepancy. This Agreement, Including any Schedule attached hereto, shall constitute the entire Authority from the Seller to3 the Brokerage. There is no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein.
14, ELECTRONIC COMMUNICATION; This Agreement and any agreements, notices or other communications contemplated thereby may be transmitted by means of electronic systems, In which case signatures shall be deemed to be original. The transmission of this Agreement by the Seller by electronic means shall be deemed to confirm the Seller has retained a true copy of the Agreement.
19. ELECTRONIC SIGNATURES: If this Agreement has been signed with an electronic signature the parlies hereto consent and agree to the use of such itronic signature with respect to this Agreement pursuant to the Electronic Commerce Act 2000, S.O. 2000, c)7as amended from time to lime.
b4wEDUlE|Sl.W%....!.‘.ftl<k^...,fa....Uj^.lfl!^ , and data form attached hereto form(s) part of this Agreement.
THE LISTING ENDEAVOU OTHER TE
ERAGE AGREES TO'MARKET THE PROPERTY ON BEHALF OF THE SELLER AND REPRESENT THE SELLER IN AN OBTAINA^MIIDpEFER ^PURCHASE THE PROPERTY ON THE TERMS SET OUT IN THIS AGREEMENT OR ON SUCH
iATISfACTORY 10^TH14Et£ER.
DATE ......(Authori/t/d/fo bind the iisllnBd$rbtieragej T ^ (Nome ol Person Signing)THIs/hUTHORiraftS BEEN READ AND FULLY UNDERSTOOD BY ME AND I ACKNOWLEDGE THIS DATE I HAVE SIGNED UNDER SEAL.
Any representprons contained herein or as shown on the accompanying data form respecting the Property are true to the best of my knowledge, information'Dnd belief.
SIGNED, SEALED ANp DEllVJ^tED I hove hereunto set my hand and seal:
(Seal)(Slgnolure of Seller/Authorized Signing Officer] (fsl. No.)
(Seal)DATE ,
(Signature of Seller/Aulhorized Signing Officer)
SPOUSAL CONSENT: The undersigned spouse of the Seller hereby consents to the listing of the Property herein pursuant to the provisions of the Family Law Act, R.S.O. 1990 and hereby agrees to execute all necessary or incidental documents to further any transaction provided for herein.
(Spouse) (Seal)DATE .
DECLARATION OF INSURANCE
The broker/talesparson ............................................................(Nome of Broker/Salesperson)
hereby declares that he/she is insured as required by the Real Estate and Business Brokers Act (REBBA) and Regulations.
(Signolure(s) of Broker/Salesperson)
ACKNOWLEDGEMENTThe Seller(s) hereby acknowledge that the Seller(s) fully understand the terms of this Agreement and have received a true copy of
this Agreement on the......... ...............day of. ,20.
(Signature of Seller)
(Signature of Seller)
□
Dale:
Dale:
Th« Irademarlt* REALTOR®, REALTORS® and iko REALTOR® logo ore controlled by The Canadian Real Estate Aitoclollon (CREA) and identify real estate professionals who are members of CRcA. Used under license.
']. All rights reserved. This form was developed by OREA (or the use ond reproductionor reproduction Is prohibited except with prior wntlen consent of OREA. Do nol oiler
■ - - -r A bears no liability (or your use of Ihls form. Revised 2017 Page 4 of 4WEBForms® Dec/2017
Form 520
22139, 53 and 67 Jefferson Sideroad
Schedule “A”
Re: Listing Agreement (together with this Schedule “A” thereto, the “Agreement”) for 39, 53 arid 67 Jefferson Side Road in the City of Richmond Hill, Ontario (the “Property”) between CUSHMAN & WAKEFIELD ULC (the “Listing Brokerage”) and THE FULLER LANDAU GROUP INC. solely in its capacity as the Court- appointed receiver of all the assets, undertakings and properties of Ideal (JS) DevelopmentS lhc. and without personal or corporate liability (collectively, the “Seller”).
Notwithstanding anything contained in the Agreement, each of the Listing Brokerage and the Seller acknowledges and agrees as follows:
1. Termination Riehts. The Seller may in its sole and absolute discretion and without penalty or cost to the Seller terminate the Agreement at any time, if the Listing Brokerage is in default hereunder or under any other agreement with the Seller. In addition, this Agreement shall automatically terminate if: (a) the Court order appointing the Seller and/or the Seller’s appointment as receiver of Ideal (JS) Developments Inc. (the “Debtor”) and/or in connection with the Property is revoked, appealed, suspended or terminated; and/or (b) the Seller is restricted in or enjoined from dealing with the Property by a court of competent jurisdiction; and/or (c) any of the mortgagees of the Property is permitted by Court order to enforce its rights and/or remedies while the Debtor’s receivership remains ongoing.
2. Price. While it is the Seller’s intention to obtain the highest and best offer for the Property, the Listing Brokerage acknowledges and agrees that the Seller need not accept the highest offer and/or the best offer or any offer, and that acceptance by the Seller of an offer for the Property is subject at all times to the Seller’s approval in its sole and absolute discretion and its obligations at law and at equity as receiver of the Debtor as well as approval by the Court. No fee, commission or other compensation is payable to the Listing Brokerage unless and until the Court approves the sale of the Property and the purchase and sale agreement with the purchaser is successfully completed and the Seller is paid in its entirety.
3. Holdover Period Commission. Any fee, commission or other compensation payable to the Listing Brokerage in connection with the Holdover Period shall: (a) only apply to those purchasers who were introduced to the Seller or to the Property by the Listing Brokerage during the Listing Period and who the Listing Brokerage has previously disclosed in writing to the Seller no later than three (3) days following the earlier of the expiration or termination of the Agreement; and (b) be reduced by any fee, commission and/or other compensation paid to another broker or agent for the sale of the Property (the “New Agent”) on the basis of an agreement with the New Agent entered into with respect to the Holdover Period.
If the Listing Brokerage had introduced prospective dona fide purchasers to the Seller during the Listing Period (each being a “Serious Prospect”) and said Serious Prospect had entered into material negotiations with the Seller to purchase the Property, but said material negotiations had not resulted in a binding agreement of purchase and sale, to the extent that each of the Listing Brokerage and the Seller agree in writing to designate said prospective purchaser as a Serious Prospect prior to the expiration of the Listing Period, and so long as the Seller is not prohibited from doing so, and provided that the New Agent has agreed to forego its fee should a sale to a Serious Prospect be completed, the Listing Brokerage shall be entitled to its commission in connection with the transaction being completed with the Serious Prospect upon terms and conditions acceptable to the Seller in its sole and absolute discretion, which transaction must be subject to Court approval and a binding and unconditional agreement of purchase and sale executed by each of the parties thereto prior to the expiration of the Holdover Period.
During the Holdover Period, the Listing Brokerage will not be entitled to any commission, payment or fee as the Seller’s agent if the Listing Brokerage represents the purchaser.
4. Listing Brokerage’s Duties. The Listing Brokerage covenants and agrees with the Seller to:
(a) pursuant to the Seller’s instructions as outlined below, offer the Property for sale on an un-priced basis save and except for on the Multiple Listings Service (“MLS”) for which the price shall be $1.00 (as a price is required);
(b) unless otherwise agreed by the Seller, diligently market the Property for sale pursuant to the following process:
Summary of Sale Process
Milestone Description of Activities Timeline
Phase 1 - Underwriting
Due diligence > Listing Brokerage to review all available documents concerning the Real Property, if any, including any environmental reports and planning and development reports.
Finalize Marketing Materials > Listing Brokerage, in consultation with the Seller, to prepare a development summary.
> Seller to:o populate an online data room; o prepare a confidentiality agreement
CCA");o prepare a Confidential Information
Memorandum ("CIM"); and o prepare form of Purchase and Sale
Agreement ("PSA").
Weeks 1 -2
Prospect Identification > Listing Brokerage to have pre-marketing discussions with targeted developers. Weeks 1-2
Phase 2 > Marketing
Stage 1 > Mass market introduction, including: o offering summary and marketing
materials printed;o publication of the acquisition opportunity
in The Globe and Mail (National Edition) o personal introduction to target prospects o provide detailed information to qualified
prospects which sign the CA, including the CIM and access to the data room; and
o Listing Brokerage to facilitate all diligence by interested parties.
Weeks 3-7
Stage 2 > Personal introduction to target prospects: o mass market introduction; o Confidentiality Agreements received; o access to online data room/CIM; o questions to Listing Brokerage o telephone and email canvassing of
leading prospects; and o meet with and interview bidders.
Weeks 3-7
Stage 3 o Prospective purchasers to submit PSAs or other proposals. End of Week 7
Phase 3 - Offer Review and Negotiations
2233
Summary of Sale Process
Milestone Description of Activities Timeline
> Proposal short listing.> Subsequent Round Bids - Prospective
purchasers may be asked to re-submit PSAs-.''Week 8
Selection of Successful Bids > Select successful bidder and finalize definitive documents. Week 9
Sale Approval Motion and Closing >• Receive Deposit Week 10
> Motion for sale approval and close transaction. Week 10 +
(c) co-operate with all licensed real estate brokers and agents in the sale of the Property (collectively the “Cooperating Agents” and each a “Cooperating Agent”);
(d) ensure that there is continuity in the assignment of individual staff members and partners to the work performed by the Listing Brokerage under the terms of this engagement. In particular, the Listing Brokerage agrees to ensure that individual staff members originally assigned to perform work in connection with the Listing Brokerage’s engagement, will each be available and will devote the time required to undertake the assignment contemplated herein;
(e) subject to the instructions of the Seller, to assist the Seller in negotiating binding agreements of purchase and sale subject to Court approval with those parties identified by the Seller. Only the Seller shall have authority to accept offers and the Listing Brokerage shall not have any authority whatsoever to enter into any sale, financing or other contract on behalf of the Seller and/or to otherwise bind the Seller in any manner whatsoever;
(f) continue to assist the Seller in connection with the sale of the Property and seeking Court approval after the execution of a binding agreement of purchase and sale with respect to the same until such sale has been successfully concluded; and
(g) unless the Seller’s written consent is provided in advance, to act solely for the benefit of the Seller in connection with the marketing and sale of the Property and not to have any direct or indirect interest in any entity purchasing or proposing to purchase the Property and not to receive any payments from said purchasers or potential purchasers.
5. Commission Payable to the Listing Brokerage. The Seller acknowledges that payment of HST applies on all commissions payable. As it relates to the commission payable, a sale constitutes a court approved sale of the Property, share transaction, redemption, exercise of first right to purchase, option or other form of sale or transfer of the rights of tire subject Property. The Seller agrees to notify the Listing Brokerage of the successful completion or closing. The Seller hereby instructs its solicitors and agrees to advise the court to distribute payment to the Listing Brokerage in the amount noted above directly out of the proceeds of sale in accordance with an accepted agreement of purchase and sale and to have same addressed as a closing cost to the transaction.
6. Acknowledgments. The Listing Brokerage acknowledges and agrees in favour of the Seller that:
(a) the Property is to be marketed and sold on an “as is, where is” basis and, accordingly, any agreement of purchase and sale shall provide for an acknowledgment by such Purchaser that the Property is being sold by the Seller on an “as is, where is” basis, and that no representations or warranties have been or will be made by the Seller, or anyone acting on its behalf, to the Listing Brokerage or such purchaser as to the condition of the Property or any buildings located thereon;
tn
(b) sale of the Property and acceptance of the agreement of purchase and sale is subject to approval by the Court;
(c) the Seller may annex a schedule to the transfer/deed of land expressly excluding any covenants deemed to be included pursuant to the Land Registration Reform Act of Ontario, other than one to the effect that the Seller has the right to convey the Property;
(d) in lieu of a transfer/deed of land for the Property, the Seller will vest title to the Property by way of a vesting order; and
(e) the sale of the Property requires the prior approval of the Ontario Superior Court of Justice (Commercial List) in said Court’s sole and absolute discretion.
7. Advertisement Expenses & Third Party Consultants. All advertising and sales promotion shall be subject to the approval of the Seller and all such advertisement and promotional material shall be prepared, published and distributed by the Listing Brokerage and shall be at the expense of the Listing Brokerage. All third party reports and legal service fees requested and/or approved by the Seller shall be at the expense of the Seller.
8. Indemnity. The Listing Brokerage, confirms that it owes an obligation to the Seller and its officers, employees and agents (collectively, the “Indemnified Parties”) to carry out its activities in a competent and professional manner acting reasonably and in good faith. As such, the Listing Brokerage confirms that it owes an obligation to the Indemnified Parties with respect to claims made by third parties against the Indemnified Parties arising out of work performed by the Listing Brokerage or the Listing Brokerage’s failure to comply with its obligations hereunder. This indemnity shall survive the expiration or termination of the Agreement.
9. Confidentiality. The Listing Brokerage shall treat and shall cause its agents to treat as confidential and shall not disclose, during as well as after the rendering of the service contracted herein, any confidential information, records or documents to which the Listing Brokerage becomes privy as a result of its performance of the Agreement and shall take all necessary steps to ensure the confidentiality of information in the Listing Brokerage’s possession or control except for disclosure that may be required for the reasonable performance by the Listing Brokerage of its responsibilities hereunder.
10. Assignment. This Agreement shall not be assigned in whole or in part by the Listing Brokerage without the prior written consent of the Seller which consent may be unreasonably and/or arbitrarily withheld and any assignment made without that consent is void and of no effect.
11. Seller’s Capacity. Notwithstanding the foregoing or anything else contained herein or elsewhere, the Listing Brokerage acknowledges and agrees that; (a) The Fuller Landau Group Inc. is entering into this Agreement solely in its capacity as court-appointed receiver of the property, assets and undertakings of the Debtor and without any personal and/or corporate liability; and (b) any transaction involving a sale of the Property requires the prior approval of the Ontario Superior Court of Justice (Commercial List) in said Court’s sole and absolute discretion.
12. Warranty. Subject always to Section 11 above, the Seller represents and warrants that the Seller has the exclusive authority and power to execute this Agreement to offer the Property for sale. However, the Listing Brokerage acknowledges and agrees that the Seller has only limited knowledge about the Property and cannot confirm any third party interests or claims with respect to the Property such as rights of first refusal, options, easements, mortgages, encumbrances or other otherwise concerning the Property, which may affect the sale of the Property. Section 6 of the pre-printed portion of this Agreement is amended accordingly.
13. Facsimile & Counterparts. This Agreement and any other agreement delivered in connection therewith, and any amendments thereto, may be executed by facsimile transmittal facilities, or electronic copy in a portable document format or such similar format and if so executed and transmitted, will be for all purposes as effective as if the parties had delivered an executed original of this Agreement, or such other agreement or amendment, as the case may be, and shall be deemed to be made when the receiving party confirms this Agreement, or such agreement or amendment, as the case may be, to the requesting party by facsimile or by electronic copy in a portable document format or such similar format. This Agreement may be executed in several counterparts, and each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same
5O O PC
l'w VJ
instrument and, notwithstanding their date of execution, shall be deemed to bear date as of the date first written above.
14. Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario. If any provision hereof is invalid or unenforceable in any jurisdiction where this Agreerhent is to be performed, such provision shall be deemed to be deleted and the remaining portions of this Agreement shall remain valid and binding on the parties hereto. _
15. Finder’s Fees. The Seller does not consent to the Listing Brokerage or co-operating brokerage receiving and retaining, in addition to the commission provided for this Agreement, a finder’s fee for any financing of the Property. Section 9 of the pre-printed portion of this Agreement is amended accordingly,
16. Verification of Information. The Seller authorizes the Listing Brokerage to obtain any information from any regulatory authorities, governments, mortgagees or others affecting the Property and the Seller agrees to execute and deliver such further authorizations in this regard as may be reasonably required. For greater certainty, none of the Listing Brokerage or the Listing Brokerage’s representatives may bind the Seller or execute any documentation on behalf of the Seller. The Seller hereby authorizes, instructs and directs the above noted regulatory authorities, governments, mortgagees or others to release any and all information to the Listing Brokerage. Section 12 of the pre-printed portion of this Agreement is amended accordingly.
Broker of RecordTHE FULLER LANDAU GROUP ENC., solely in its capacity as Court-appointed Receiver of the real property known municipally as 39, 53 and 67 Jefferson Sideroad in Richmond Hill, Ontario and all the other assets, undertakings and properties of Ideal (JS) Developments Inc. acquired for, or used in relation to a business carried on by Ideal (JS) Developments Inc., and without personal or corporate liability
Per:Name:Title:
37338417.1
V
TAB DD
Court File No. CV-19-00622278-0QCL
ONTARIOSUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
BETWEEN:
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Respondents
Affidavit of DAVID FILICE (Sworn September 25, 2019)
I, David Filice, of the City of Vaughan, in the Province of Ontario MAKE OATH AND SAY:
1. I am a Senior Vice President and a licensed Trustee with The Fuller Landau Group Inc.,
the Court Appointed Receiver (the “Receiver”) of Ideal (JS) Developments Inc. (the
“Debtor”), and as such have knowledge of the matters deposed to herein, except where
such knowledge is stated to be based on information and belief, in which case I state the
source of the information and verily believe such information to be true.
2. The Receiver was appointed, without security, of all of the assets, undertakings and
properties of the Debtor by Court Order dated August 1, 2019.
3. The Receiver has prepared Statements of Account in connection with its appointment as
Receiver detailing its services rendered and disbursements incurred for the period from
April 26, 2019 through to the date of September 20, 2019. Attached hereto and marked
as Exhibit “A” to this my Affidavit are copies of the Statements of Account. The hours
detailed in the Statements of Account are charged at the normal billing rates and charges
of the personnel of The Fuller Landau Group Inc. and as referenced in the Statements of
Account. The average hourly rate in respect of the account is $490.14.
4. This Affidavit is made in support of a motion to, inter alia, approve the activities of the
Receiver and its accounts.
SWORN before me at the City of ) Toronto^in the Province of Ontario ) this 2* 9. )
)) DAVID FILICE
A Commissioner, etc.
Mam Mart Erlich, a Commisaionar, ate., Province of Ontario, for The Fuller Landau Qroup Inc. and ttt auodates and affiliate*. Exptret September 4.2021
Attached is Exhibit “A”
Referred to in the
AFFIDAVIT OF DAVID FILICE
Sworn before me
This ' 19
Commissioner for taking Affidavits, etc
Adam Mark Erlich, a CommhtaJoiw, ate., Province of Ontario, for Tha RiHar Landau Group me. and Ns associates and afftKatas. Swires September 4. 202»
Ideal Developments (JS) Inc.c/o The Fuller Landau Group Inc. in its capacity asCourt Appointed Receiver of Ideal Developments (JS) Inc.151 Bloor Street West, 12th FloorToronto, ON MSS 1S4
Attention: Gary Abrahamson
Invoice No. 136232
Client No. 1308385:01 GFA
INVOICETO PROFESSIONAL SERVICES RENDERED:With respect to the proposed Court Appointment as Receiver of Ideal Developments (JS) Inc. during the period April 26, 2019 to June 30, 2019, as set out in the attached detailed time dockets.
OUR STANDARD FEE
G. Abrahamson - 8.70 hrs @ $535.00/hr.
Our fee............HST..................BALANCE DUE
$ 4,654.50__________605,09$ 5,259.59
HST Registration No. R130795669
Payment is due on receipt of account.Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Please complete and return or visit the Client Resources section on our website at www.fullerllp.com if you wish to pay your account by Visa or MasterCard
I Cardholders Name: I
I Credit Card Type: □ Visa □ MasterCard lrCVD: II Credit Card Number: H Expiration Date: |
Signature: \Date: \
Please remit to:THE FULLER LANDAU GROUP INC.
Accts Receivable151 Bloor Street West,12th Floor 45 Goderich Road, Unit #11Toronto, Ontario Hamilton, OntarioCanada M5S1S4 Canada L8E 4W8
CRI. REC REC80 General GFA 14/05/2019 IDEAL JS calls and internet research on project; review LPAT and zoning decisions online
$535.00 1.60 856.00
CRI REC REC80 General GFA 23/05/2019 Ideal Consent and call with Steve re:Richmond Hill registration
$535.00 0.50 267.50
CRI REC REC80 General GFA 24/05/2019 Call with Blaneys and AB re:security opinion, consent and Town of Richmond Hill registration
$535.00 0.40 214.00
CRI REC REC80 General GFA 06/06/2019 Materials review and call with AB $535.00 1.30 695.50
CRI REC REC80 General GFA 07/06/2019 Update call with Vector; review of value issue $535.00 1.90 1,016.50
CRI REC REC80 General GFA 14/06/2019 Issues call with BM and AB; review of emails re:materials; review of draft security opinion
$535.00 2.10 1,123.50
CRI REC REC80 General GFA 19/06/2019 Review status with Steve; discuss same with Daniel. $535.00 0.40 214.00REC Totals: 8.70 4,654.50
Ideal Developments (JS) Inc. 8.70 4,654.50
Employee SummaryAbrahamson G, Gary (GFA) 8.70 4,654.50Total Net Wip 8.70 4,654.50
WIP Progress Net WIP
Primary Partner Abrahamson G, Gary Totals: $4,654.50 $0.00 $4,654.50
WIP Progress Net WIP
Grand Totals: $4,654.50 $0.00 $4,654.50
0.00
THE FULLER lL-> LANDAU GROUPmc
August 31,2019
Ideal Developments (JS) Inc.c/o The Fuller Landau Group Inc. in its capacity Court Appointed Receiver of Ideal Developments (JS) Inc 151 Bloor Street West, 12th Floor Toronto, ON MSS 1S4
Attention: Gary Abrahamson
Invoice No. 137355
Client No. 1308385:01 GFA
INVOICETO PROFESSIONAL SERVICES RENDERED:With respect to our Court Appointment as Receiver of Ideal Developments (JS) Inc. during the period August 1, 2019 to August 31, 2019, as set out in the attached detailed time dockets.
Master Client: 1308385 - Ideal Developments (JS) Inc. 1308385:01 - Ideal Developments (JS) Inc. - GFA
Retainer Balance WIP0.00 13,991.00
Progress0.00
Net WIP AR Balance13,991.00 5,259.59
WIP Memo Rate Hours AmountADM BIL BIL70 Secretarial time - other SDM 29/08/2019 BIA Mailing CDN 33 $100.00 1.00 100.00
BIL Totals: 1.00 100.00
CRI REC REC80 General DAF 12/08/2019 Review of appraisal from June 2019 to better understand the project and brief dis. with Gary
$495.00 0.80 396.00
CRI REC REC80 General DAF 14/08/2019 Meet with Gary to discuss first steps of receivership if it occurs on Friday
$495.00 0.80 396.00
CRI REC REC80 General GFA 14/08/2019 Meet Dave to discuss appointment and day 1 issues. $535.00 0.40 214.00
CRI REC REC80 General DAF 16/08/2019 Various calls and emails to legal counsels re prep and setting up meeting with Debtor
$495.00 1.70 841.50
CRI REC REC80 General DAF 19/08/2019 Review of various emails, call with Legal counsel and provide comments for draft response to debtors counsel, calls with legal counsel on attempting to get a meeting set with debtor, save pics taken on weekend of property site
$495.00 2.60 1,287.00
CRI F5EC REC80 General DAF 20/08/2019 Review of email corresp from debtor legal counsel, dis. with our legal counsel and provide info, we need to start the receivership assignment, review of draft response and provide approval to our legal counsel to send out
$495.00 1.90 940.50
CRI REC REC80 General DAF 22/08/2019 Prep for meeting, attend meeting with debtor to obtain info requested
$495.00 2.10 1,039.50
CRI REC REC80 General DAF 23/08/2019 Review of documents received at yesterday's meeting, $495.00 2.30 1,138.50forward copies to legal counsel, review of email corresp and draft letter from legal counsel to send to debtor and approve
9QQ
Primary Partner - Client Code
Primary Partner Abrahamson G, Gary (GFA)
Fuller Landau LLP04 Sep, 2019 Page 2 of 3
Billing Worksheet
CRI REC REC80 General DAF 26/08/2019 Review of emails from weekend from secured creditors looking for sale process to begin, conf call with legal counsel regarding status of info received, calls with secured creditors, provide secured creditors with prel. list of info needed, deal with Insurance broker for Cert of Insurance, review of sample P&S agreement
$495.00 3.10 1,534.50
CRI REC REC80 General GFA 26/08/2019 Call with Jeremy reistatus and call with Daniel, Noah and Marc regarding documentation and realtors.
$535.00 0.40 214.00
CRI REC REC80 General DAF 27/08/2019 Various emails with Debtor and provide comments to Legal, drafting of 245 report and input from legal counsel and dis. re same
$495.00 3.80 1,881.00
CRI REC REC80 General DAF 28/08/2019 Review of emails and calls with Legal re notices to be sent to creditors
$495.00 1.60 792.00
CRI REC REC80 General DAF 29/08/2019 Finalize 245 report and provide instructions to staff to send out with addresses provided by legal, work on drafting email to prospective realtors and developing list of realtors to canvass for proposal, review of USB key sent from legal re P&S agreements sent by Debtor's counsel, review of drop box data sent from secured lender
$495.00 2.80 1,386.00
CRI REC REC80 General GFA 29/08/2019 Review of various emails regarding file issues fromJeremy and Dave.
$535.00 0.30 160.50
CRI REC REC80 General MLN 29/08/2019 Realize 245/246 notice; fax to OSB $245.00 1.40 343.00
CRI REC REC80 General DAF 30/08/2019 Meet with Gary and discuss realtors to canvass for a proposal, forward draft email for realtors to Jeremy for review and get comments back, review of emails
$495.00 2.10 1,039.50
CRI REC REC80 General GFA 30/08/2019 Review status with Dave; discuss realtor RFP and selection process.
$535.00 0.40 214.00
CRI REC REC80 General MLN 30/08/2019 Additional 245/246 notices $245.00 0.30 73.50REC Totals: 28.80 13,891.00
Ideal Developments (JS) Inc. 29.80 13,991.00
Fuller Landau LLP04 Sep, 2019 Page 3 of 3
Billing Worksheet
Primary Partner - Client Code
Primary Partner: Abrahamson G, Gary (GFA)
Employee SummaryAbrahamson G, Gary (GFA)Filice, David (DAF)Murphy, Shatry (SDM)Niva, Minna (MLN)Total Net Wip
1.5025.60
1.001.70
29.80
802.50 12,672.00
100.00416.50
13,991.00
WIP Progress Net WIP
Primary Partner Abrahamson G, Gary Totals: $13,991.00 $0.00 $13,991.00
WIP Progress Net WIP
Grand Totals: $13,991.00 $0.00 $13,991.00
K.O
(Jl
THE FULLER(fL> LANDAU GROUPmc
September 5, 2019
Ideal Developments (JS) Inc.c/o The Fuller Landau Group Inc. in its capacity Court Appointed Receiver of Ideal Developments (JS) Inc 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4
Attention: Gary Abrahamson
Invoice No. 137565
Client No. 1308385:01 GFA
INVOICETO PROFESSIONAL SERVICES RENDERED:With respect to our Court Appointment as Receiver of Ideal Developments (JS) Inc. during the period September 1, 2019 to September 5, 2019, as set out in the attached detailed time dockets.
Master Client: 1308385 - Ideal Developments (JS) Inc. 1308385:01 - Ideal Developments (JS) Inc. - GFA
WIPCRI REC REC80 General DAF 03/09/2019
CRl REC REC80 General MLN 03/09/2019
CRI REC REC80 General DAF 04/09/2019
CRI REC REC80 General DAF 05/09/2019
Retainer Balance WIP0.00 4,602.50
MemoCommunication with realtors to submit proposal for marketing of property, various emails with legal counsel re same, posting of documents to website
Email 245/246 to ASIavens; OSB confirmation of estate no.Receipt of emails from realtors looking for more inform., and forwarding to them what we have, email communication with legal re same, receipt of banking information from TD and forwarding same to legal and review summary transactions since Oct 2018
Review of Friedman letter dated Sept 4, dis with Legal, review of legal draft response to letter and approve for sending out, further communication from Freidman later in day with more info and signed Ducimus LOI
REC Totals:
Progress Net WIP AR Balance0.00 4,602.50 21,069.42
Rate Hours Amount$495.00 3.10 1,534.50
$245.00 0.40 98.00
$495.00 3.10 1,534.50
$495.00 2.90 1,435.50
9.50 4,602.50
Ideal Developments (JS) Inc. 9.50 4,602.50
Employee SummaryFilice, David (DAF) 9.10 4,504.50Niva, Minna (MLN) 0.40 98.00Total Net Wip 9.50 4,602.50
Primary Partner Abrahamson G, Gary Totals:
WIP Progress Net WIP
$4,602.50 $0.00 $4,602.50
WIP Progress Net WIP
$4,602.50 $0.00 $4,602.50Grand Totals:
THE FULLER ft) LANDAU GROUPincc“-
September 25, 2019
Ideal Developments (JS) Inc.c/o The Fuller Landau Group Inc. in its capacity Court Appointed Receiver of Ideal Developments (JS) Inc 151 Bloor Street West, 12th Floor Toronto, ON M5S 1S4
Attention: Gary Abrahamson
Invoice No. 137661
Client No. 1308385:01 GFA
INVOICEFOR PROFESSIONAL SERVICES RENDERED:With respect to our Court Appointment as Receiver of Ideal Developments (JS) Inc. during the period Septembers, 2019 to September20, 2019, as set out in the attached detailed time dockets.
OUR STANDARD FEE
G. Abrahamson - 3.20 hrs. @ $535.00/hr. D. Filice - 27.80 hrs. @ $495.00/hr.
Our fee............HST..................BALANCE DUE
$ 15,473.00________ 2,011.49$ 17,484.49
HST Registration No. R130795669
Payment is due on receipt of account.Amount outstanding in excess of thirty days will be charged interest at 12% per annum until paid in full.
Please complete and return or visit the Client Resources section on our website at www.fullerllp.com if you wish to pay your account by Visa or MasterCard
I Cardholders Name: I
| Credit Card Type: □ Visa □ MasterCard CVD: |I Credit Card Number: HI Expiration Date: |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------1
Signature: \{Date: |
Please remit to:THE FULLER LANDAU GROUP INC.Accts Receivable Tel; (416) 645-6500151 Bloor Street West, 12th Floor Fax; (416) 645-6501Toronto, Ontario Canada MSS 1S4 Toronto, Hamilton www.fullerllp.com
Master Client 1308385-Ideal Developments (JS) Inc. Retainer Balance WIP Progress NetWIP AR Balance1308385:01 - Ideal Developments (JS) Inc. - GFA 0.00 15,473.00 0.00 15,473.00 26,270.25
WIP Memo Rate Hours Amount
CRI REC REC80 General GFA 05/09/2019 Review of correspondence to debtor counsel $535.00 0.30 160.50
CR1 REC REC80 General DAF 06/09/2019 Review of emails and discussion with Jeremy re Court report preparation seeking sale process approval
$495.00 0.90 445.50
CRI REC REC80 General GFA 06/09/2019 Review of various emails and correspondence fromDebtor counsel and AB
$535.00 0.60 321.00
CRI REC REC80 General DAF 09/09/2019 Review of various emails from lenders and debtors and court attend appointment for tomorrow, email corresp with our counsel if we need to attend
$495.00 0.70 346.50
CRI REC REC80 General DAF 10/09/2019 Prep for court attendance, attend court and participate in chambers appointment, update Gary on Court outcome, review of various emails from counsel re discussions held with borrower and new lender counsel, emails with lender group and set-up of call to discuss time delays on sale process
$495.00 2.60 1,287.00
CRI REC REC80 General DAF 11/09/2019 Part, on a call with Cushman re proposal for listing agreement, part, on call with lenders to discuss timing of court appearance and selecting of realtor, dis withGary and legal counsel re same, review of information to prepare report writing
$495.00 2.20 1,089.00
CRI REC REC80 General GFA 11/09/2019 Update status with Dave and lender call. $535.00 0.40 214.00
CRI REC REC80 General DAF 12/09/2019 Review of corresp from legal re Richmond Hill consent needed for refinancing, review of information for draft Order and draft motion materials, updated service list to post to website
$495.00 1.10 544.50
CRI REC REC80 General DAF 13/09/2019 Receipt and review of realtor proposals, dis. with legal $495.00 2.40 1,188.00counsel
f'O
COCD
Primary Partner - Client Code
Primary Partner: Abrahamson G, Gary (GFA)
Fuller Landau LLP25 Sep, 2019 Page 2 of 2
Billing Worksheet
CRI REC REC80 General DAF 16/09/2019 Review all realtor proposals, send to legal counsel and discuss, summarize in schedule for discussion with legal before forwarding to lender group, review of new Ducimus commitment letter
$495.00 3.30 1,633.50
CRI REC REC80 General DAF 17/09/2019 Update analysis of realtor proposals, meet with Gary re same, have discussion with legal counsel re same and send additional emails to realtors to clarify issues, work on draft sales process for report, make arrangements to secure site with John Tertigas
CRI REC REC80 General DAF 18/09/2019 Drafting court report, deal with issues on site re dumping and locking gates, corresp with realtors re conflict of interest issue, call with lender group to discuss realtor proposals and Receiver's recommendation,
$495.00 6.20 3,069.00
CRI REC REC80 General GFA 18/09/2019 Update call with Ideal lenders $535.00 0.50 267.50
CRI REC REC80 General DAF 19/09/2019 Review of emails, various phone calls with P&S contacts, dis with legal re having a call with Cushman and reaching out to Cushman to set-up a call
$495.00 1.10 544.50
CRI REC REC80 General DAF 20/09/2019 Call with Cushman to advise of winning bid, call with lawyer for judgment creditor and advise our lawyers of same and review of claim details, update sale process template and send to Cushman for their review and comments
$495.00 3.40 1,683.00
CRI REC REC80 General GFA 20/09/2019 Call with Cushman and review new SOC. $535.00 0.50 267.50REC Totals: 31.00 15,473.00
Ideal Developments (JS) Inc. 31.00 15,473.00
Employee SummaryAbrahamson G, Gary (GFA) 3.20 1,712.00Filice, David (DAF) 27.80 13,761.00Total Net Wip 31.00 15,473.00
WIP Progress Net WIP
Primary Partner Abrahamson G, Gary Totals: $15,473.00 $0.00 $15,473.00
WIP Progress Net WIP
GrandTotals: $15,473.00 $0.00 $15,473.00
Q
TAB EE
Court File No. CV-19-00622278-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
VECTOR FINANCIAL SERVICES LIMITED and DOWNING STREET FINANCIAL INC.
Applicants
- and -
IDEAL (JS) DEVELOPMENTS INC. and SHAJIRAJ NADARAJALINGAM
Respondents
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, C. B-3, AS AMENDED AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.0.1990, C. C.43, AS AMENDED
AFFIDAVIT OF IAN AVERSA(sworn September 26,2019)
I, IAN AVERSA, of the City of Toronto, in the Province of Ontario, MAKE OATH
AND SAY AS FOLLOWS:
1. I am a partner at Aird & Berlis LLP and, as such, I have knowledge of the matters to
which I hereinafter depose. Aird & Berlis LLP is acting as counsel for The Fuller
Landau Group Inc., in its capacity as the court-appointed receiver of Ideal (JS)
Developments Inc. (in such capacity, the “Receiver”).
2. Aird & Berlis LLP has prepared statements of account in connection with its mandate as
counsel to the Receiver, detailing its services rendered and disbursements incurred,
namely:
2 242(a) an account dated August 31, 2019 in the amount of $71,871.72 in respect of the
period to August 31, 2019;
(b) an account dated September 9, 2019 in the amount of $7,801.87 in respect of the
additional period to September 6, 2019; and
(c) an account dated September 26, 2019 in the amount of $31,238.50 in respect of
the additional period to September 25, 2019,
(the “Statements of Account”). Attached hereto and marked as Exhibit “A” to this
Affidavit are copies of the Statements of Account. The average hourly rate of Aird &
Berlis LLP is $475.72.
3. Attached hereto and marked as Exhibit “B” to this Affidavit is a chart detailing the
lawyers, law clerks and articling students who have worked on this matter.
4. This Affidavit is made in support of seeking the approval of the attached accounts of Aird
& Berlis LLP and the fees and disbursements detailed therein, and for no improper
purpose whatsoever.
IAN AVERSA
Attached is Exhibit “A”
Referred to in the
AFFIDAVIT OF IAN AVERSA
Sworn before me
this 26th day of September, 2019
Commissioner for taking Affidavits, etc
H tVHcYLj
IN ACCOUNT WITH: AIRD BERLls]
Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Ontario, Canada M5J 2T9 T 416.863.1500 F 416.863.1515
airdberlis.com
rs 44
The Fuller Landau Group Inc.151 Bloor Street West 12th Floor Toronto, ON MSS 1S4
Attention: Mr. Gary Abrahamson Account No.: 643715
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 31507/150928
August 31, 2019
Re: Ideal (JS) Developments Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended August 31, 2019
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
IEA $595.00 2.50 $1,487.50 Several emails and discussions re background to file and reviewing loan and security documents
IEA $595.00 2.10 $1,249.50 Engaged with reviewing loan and security documents and emails and discussions re same
IEA $595.00 0.30 $178.50 Emails and discussions regarding security review and next steps re same
IEA $595.00 2.50 $1,487.50 Engaged with reviewing the draft security review letter and providing comments; Emails and discussions re same
IEA $595.00 0.50 $297.50 Emails and discussions with S. Graff and J. Nemers re security review and next steps re same
IEA $595.00 0.40 $238.00 Emails and discussions with S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with S. Graff and J. Nemers
Aird & Berlis LLPPage 2 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
IEA $595.00 0.20 $119.00 Emails and discussions with S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with J. Nemers
IEA $595.00 0.30 $178.50 Emails and discussions with S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with S. Graff and J. Nemers
IEA $595.00 1.00 $595.00 Emails and discussions with S. Graff and J. Nemers re update and next steps and reviewing draft court materials
IEA $595.00 0.50 $297.50 Email and discussions with S. Graff and J. Nemers re: update and next steps
IEA $595.00 0.50 $297.50 Emails and discussion with S. Graff and J. Nemers re: draft security review and update re: next steps
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers regarding security review, draft court materials and next steps
IEA $595.00 1.50 $892.50 Emails and discussions re draft court materials and next steps re same; Engaged with reviewing the draft court materials and providing comments; Emails and discussions with counsel, client, S. Graff and J. Nemers re same
IEA $595.00 2.00 $1,190.00 Telephone calls, emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, client, S. Graff and J. Nemers
IEA $595.00 1.00 $595.00 Emails and discussions with counsel, clients, S. Graff and J.Nemers; Engaged with reviewing draft court materials
Aird & Berlis LLPPage 3 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, client and S. Graff re draft court materials and next steps re same
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions re court material and upcoming hearing
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, client and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Engaged with reviewing correspondence from counsel and emails and discussions regarding same
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, client and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients and J. Nemers
IEA $595.00 0.30 $178.50 Engaged with reviewing correspondence from counsel andemails and discussions re same
Aird & Berlis LLPPage 4 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
IEA $595.00 0.30 $178.50 Emails and discussions with counsel and J. Nemers
IEA $595.00 0.30 $178.50 Engaged with brief review of reply affidavit and emails and discussions with counsel and J. Nemers regarding same
IEA $595.00 0.10 $59.50 Emails with counsel, client and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with client, counsel and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients and J. Nemers
IEA $595.00 0.50 $297.50 Engaged with brief review of court materials and emails and discussions with counsel, client and J. Nemers re same
IEA $595.00 0.20 $119.00 Emails and discussions with client,S. Graff and J. Nemers
IEA $595.00 0.10 $59.50 Emails and discussions with counsel and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discuss with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with
Aird & Berus LLPPage 5 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with clients, counsel, S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with J. Nemers regarding upcoming meeting with Receiver
IEA $595.00 0.30 $178.50 Emails and discussions with S. Graff and J. Nemers regarding meeting with Receiver
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers and reviewing documents and related correspondence
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients S. Graff and J. Nemers
IEA $595.00 1.00 $595.00 Telephone call, emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.30 $178.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.10 $59.50 Emails and discussions with clients and J. Nemers
SLG $825.00 0.50 $412.50 Telephone call with G. Abrahamsonand review emails
Aird & Berlis LLPPage 6 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SLG $825.00 0.80 $660.00 Telephone call with G. Abrahamson re background; address conflicts and order searches
SLG $825.00 1.20 $990.00 Conference call with G.Abrahamson, D. Ullman and M. Abramowitz re status, next steps and security review; lengthy discussion with I. Aversa
SLG $825.00 0.30 $247.50 Address review of security and timing
SLG $825.00 0.50 $412.50 Telephone call with G. Abrahamson re fees
SLG $825.00 0.50 $412.50 Telephone call with G. Abrahamson
SLG $825.00 1.20 $990.00 Review security analysis; conference call with G.Abrahamson, J. Nemers andBlaneys; discuss Consent and Order
SLG $825.00 0.30 $247.50 Email with M. Abramov itch and G. Abrahamson
SLG $825.00 0.10 $82.50 Telephone call with G. Abrahamson
SLG $825.00 0.30 $247.50 Review search results and discussion with J. Nemers; telephone call with G. Abrahamson
SLG $825.00 0.90 $742.50 Telephone call with G. Abrahamson re Town of Richmond Hill and status of materials; review info from A&B Municipal Group
SLG $825.00 0.30 $247.50 Telephone call with D. Pollack
SLG $825.00 0.30 $247.50 Emails re APS and emails on outcome of searches; discussion with S. Marki and D. Everton
SLG $825.00 0.70 $577.50 Telephone call with D. Pollack; conference call with J. Nemers andG. Abrahamson; review Town of Richmond Hill issues
Aird & Berlis LLPPage 7 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SLG $825.00 1.00 $825.00 Review court materials and conference call with FL, Blaneys and J. Nemers re materials and strategy
SLG $825.00 0.30 $247.50 Review revisions to opinion
SLG $825.00 1.20 $990.00 Complete review of draft materials; call to discuss same; telephone call with D. Pollack
SLG $825.00 0.70 $577.50 Discussion with J. Nemers re revise opinion and comments on same; clarify and revise
SLG $825.00 1.50 $1,237.50 Conference call with G.Abrahamson; discussion with J. Nemers; review materials and approach to order and amendments; discussion with I. Aversa; discussion with D. Pollack
SLG $825.00 0.50 $412.50 Review emails; consider contact with D. Pollack; review status of Richmond Hill encumbrances
SLG $825.00 0.60 $495.00 Conference call and emails with counsel re finalizing application
SLG $825.00 0.30 $247.50 Emails with D. Pollack and M. Abramov itch
SLG $825.00 0.20 $165.00 Address return date of receivership application
SLG $825.00 0.10 $82.50 Review emails re outcome of 9:30 appointment
SLG $825.00 0.30 $247.50 Review emails on status and financing commitment
SLG $825.00 0.10 $82.50 Emails with counsel
SLG $825.00 0.40 $330.00 Emails with J. Nemers re outcome of court proceedings
SLG $825.00 0.10 $82.50 Emails re outcome of application
SLG $825.00 0.20 $165.00 Emails re call from Richmond Hill
Aird & Berlis LLPPage 8 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SLG $825.00 0.30 $247.50 Emails from D. Filice re receivership and email from debtor counsel
SLG $825.00 0.70 $577.50 Telephone call with J. Nemers, D. Filice and G. Abrahamson re approach; email to Friedman and requisition of order on title
SLG $825.00 0.50 $412.50 Telephone call with J. Nemers and review emails regarding status and info requests
SLG $825.00 0.60 $495.00 Telephone call with I. Aversa and J. Nemers and Fuller; review emails
JTN $395.00 0.80 $316.00 Engaged with initial steps and review re security review; Telephone calls and emails with S. Graff, I. Aversa and S. Morris re same
JTN $395.00 0.80 $316.00 Receipt and review of PIN and high- level summary; Consider implications of same; Email to and discussions with I. Aversa re same; Telephone call with R. Hooke re same
JTN $395.00 4.50 $1,777.50 Engaged with review of, revisions toand further drafting of security review and schedules thereto; Discussions, telephone calls and discussions with I. Aversa and S. Morris re same; Attend to related tasks as needed
JTN $395.00 0.50 $197.50 Engaged with further review of specified security and revisions to security review re same; Email exchange with I. Aversa re same
JTN $395.00 0.50 $197.50 Engaged with review of draft consent; Email exchange and discussion with I. Aversa re same; Email to S. Graff re same; Attend on conference call with S. Graff and R. Hooke re same; Attend to related matters as needed
JTN $395.00 0.30 $118.50 Attend on conference call with working group re restrictive
Aird & Berlis LLPPage 9 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
covenant issue
JTN $395.00 0.20 $79.00 Receipt and review of email from G. Abrahamson re status; Telephone call with S. Graff re security review
JTN $395.00 0.10 $39.50 Email exchange with G.Abrahamson and M. Abramowitz re status
JTN $395.00 0.30 $118.50 Receipt and review of certain ancillary material re real property registrations; Email exchange and telephone call with S. Graff re same; Attend to related tasks as needed
JTN $395.00 1.10 $434.50 Further internal email exchanges and discussions re municipal real property registrations and next steps re same
JTN $395.00 2.00 $790.00 Engaged with high-level review oftemplate unit purchase agreement; Email exchanges with S. Graff and G. Abrahamson re same; Attend to related matters as needed; Engaged with high-level review of draft receivership order and draft affidavit; Telephone call with client; Email exchange with working group
JTN $395.00 1.20 $474.00 Email exchange with clerk, S. Graffand G. Abrahamson re additional information re Town of Richmond Hill; Attend on conference call with M. Abramowitz, G. Abrahamson and S. Graff re next steps re receivership application; Post-conference call discussion with S. Graff re same
JTN $395.00 0.60 $237.00 Engaged with drafting of proposed changes to draft security opinion to address restrictive covenant and related matters
JTN $395.00 0.50 $197.50 Engaged with revisions to draft security opinion; Email exchange with S. Graff re same
JTN $395.00 1.00 $395.00 Meeting with S. Graff to finalize security opinion; Engaged with final
Aird & Berlis LLPPage 10 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
revisions to same; Email to client re same; Receipt and review of email from D. Pollack; Email exchanges with applicant's counsel; Receipt and high-level review of revised draft application materials
JTN $395.00 2.60 $1,027.00 Engaged with review of, revisions to and further drafting of draft order; Engaged with high-level review and commentary regarding notice of application and affidavit; Email to S. Graff re same; Meeting with S. Graff and I. Aversa re same; Engaged with further revisions to draft order; Email to working group re same; Receipt and review of emails from working group re related matters; Attend to related tasks as needed
JTN $395.00 0.80 $316.00 Email exchanges with working group re Town of Richmond Hill;Discussion with I. Aversa re same; Email exchange with and telephone call with D. Pollack and I. Aversa; Receipt and review of status update email from M. Abramowitz
JTN $395.00 0.50 $197.50 Receipt and review of updated draft court materials; Attend on conference call with working group re same and next steps
JTN $395.00 0.10 $39.50 Receipt and review of status update emails from M. Abramowitz
JTN $395.00 0.10 $39.50 Emails from M. Abramowitz re service of materials, related matters and next steps
JTN $395.00 0.20 $79.00 Receipt and review of email from R. Tan at Vector; Email exchanges with G. Abrahamson, S. Graff and I. Aversa re same and related matters
JTN $395.00 0.40 $158.00 Emails from M. Abramowitz; Receiptand review of communication to borrower's counsel; Receipt and review of notice of appearance re same; Attend to related matters as needed
Aird & Berlis LLPPage 11 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
JTN $395.00 0.50 $197.50 Prepare for tomorrow's court attendance; Email exchanges withM. Abramowitz re same; Receipt and review of updated proposed timetable; Email to client re same; Attend to related tasks as needed
JTN $395.00 1.80 $711.00 Attend at court attendance; Discussion with M. Abramowitz re Town and Tarion; Email to client re same; Telephone call with D.Pollack; Attend to related matters as needed
JTN $395.00 0.10 $39.50 Receipt and review of email from G. Fairhart to service list
JTN $395.00 0.40 $158.00 Receipt and review of status update emails from M. Abramowitz; Receipt and review of commitment letter; Receipt and review of emails fromD. Pollack and M. Canale re same and related issues; Discussion with S. Graff re same
JTN $395.00 0.20 $79.00 Receipt and review - Receipt and review of emails from D. Pollack and M. Abramowitz re Ducimus Capital and related matters
JTN $395.00 0.10 $39.50 Email to M. Abramowitz re status re responding materials
JTN $395.00 0.60 $237.00 Receipt and review of responding application record; Consider same; Summary email to client re same
JTN $395.00 0.10 $39.50 Receipt and review of notices of appearance from A. Slavens re Tarion and C. Thorne re Richmond Hill
JTN $395.00 0.20 $79.00 Receipt and review of reply affidavit; Email exchange and discussion with S. Graff re related matters
JTN $395.00 0.10 $39.50 Receipt and review of status update email from M. Abramowitz re cross- examinations
Aird & Berlis LLPPage 12 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
JTN $395.00 0.20 $79.00 Receipt and review of email from D. Pollack re related receivership of Ideal Bostwick and engaged with high-level review of 32-page endorsement re same
JTN $395.00 0.30 $118.50 Receipt and review of applicant's factum
JTN $395.00 0.40 $158.00 Email exchange with M. Abramowitz and M. Hodges re status update; Receipt and review of debtor's factum
JTN $395.00 0.60 $237.00 Receipt and review of status updates from M. Abramowitz re tomorrow's hearing; Emails to client re same; Email to M. Abramowitz re same; Prepare for tomorrow's hearing; Telephone call with M. Hodges
JTN $395.00 6.40 $2,528.00 Attend at court; Engaged with negotiations re draft Order; Email updates to client; Telephone call with I. Aversa; Attend to related tasks
JTN $395.00 0.20 $79.00 Voicemail exchange with and email to D. Filice; Receipt and review of issued and entered Order
JTN $395.00 0.60 $237.00 Telephone call with C. Thorne from City of Richmond Hill; Email exchange with S. Graff and I. Aversa re same
JTN $395.00 0.30 $118.50 Receipt and review of email from M. Abramowitz; Email to S. Graff and I. Aversa re same; Email exchange with C. Thorne; Attend to related matters as needed
JTN $395.00 1.00 $395.00 Email exchanges with working group re status, effectiveness of Order, registration of same and posteffectiveness email received from debtor's counsel
JTN $395.00 1.50 $592.50 Email exchanges with working group
Aird & Berlis LLPPage 13 of Account No. 643715
LAWYER
JTN
JTN
JTN
JTN
JTN
RATE/ TIME VALUE DESCRIPTIONHOUR
$395.00 1.40
$395.00 1.50
$395.00 1.10
$395.00 2.50
re next steps; Engaged with drafting of lengthy email to debtor's counsel; Telephone call with S. Graff re same; Attend to related matters as needed
$553.00 Further email exchanges withworking group re next steps; Attend to related matters as needed
$592.50 Attend on conference call with client and S. Graff re next steps; Finalize and issue communication to debtor's counsel; Email exchange and discussion with M. McDonald re registration of Order; Receipt and review of response from B.Friedman; Prepare and issue reply to B. Friedman; Receipt and review of email from M. Abramowitz; Email exchanges with working group; Follow-up telephone call with D. Filice; Receipt and review of further email from B. Friedman; Attend to related tasks as needed
$434.50 Telephone call with D. Filice re email from B. Friedman; Engaged with drafting and issuance of lengthy email to B. Friedman; Receipt and review of developments in parallel receivership; Email to client re same; Attend to related tasks as needed
$987.50 Prepare for and attend at meeting with debtor and its counsel; Discussions with D. Filice, S. Graff and I. Aversa re same
$395.00 3.50 $1,382.50 Engaged with high-level review oflimited records provided by debtor and debtor's counsel; Engaged with drafting and issuance of lengthy letter to debtor's counsel re same and related matters; Email exchanges with client, debtor's counsel and M. Abramowitz re same; Attend to related matters as needed
Aird & Berlis LLPPage 14 of Account No. 643715
LAWYER
JTN
JTN
JTN
JTN
JTN
JTN
RATE/ TIME VALUEHOUR
$395.00 0.20 $79.00
$395.00 0.40 $158.00
$395.00 3.80 $1,501.00
$395.00 0.40 $158.00
$395.00 0.70 $276.50
$395.00 1.20 $474.00
DESCRIPTION
Receipt and review of emails from M. Canale and M. Abramowitz
Email exchanges and telephone call with client re status and next steps; Email exchange with S. Azari
Receipt and review of sample purchaser agreement provided by S. Azari; Email exchanges with client re same and related matters; Receipt and review of letter from B.Friedman; Engaged with drafting and issuance of reply letter re same; Email to client re same; Engaged with review of draft commitment letter; Engaged with drafting and issuance of reply communication re same; Telephone call with client re same; Telephone call with D.Pollack re update re parallel receivership; Telephone call with M. Abramowitz; Engaged with review of and revisions to draft section 245 report; Telephone call with client re same; Attend to related tasks as needed
Follow-up email to B. Friedman and S. Azari re outstanding informational requests; Email to client re same; Receipt and review of email from B. Friedman; Reply email to B. Friedman; Email to client re same
Instruct S. Morris and M. McDonald re assembly of creditor addresses; Engaged with review of and revisions to table re same; Email to client re same; Email exchanges with client re unit purchase agreements and related matters; Attend to related matters
Engaged with review of and revisions to draft email to potential realtors; Email exchanges with client re same and related matters; Engaged with drafting of notice of motion re sale process; Attend to
Aird & Berlis LLPPage 15 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
related matters as needed
JTN $395.00 0.20 $79.00 Email to D. Filice re Tarion; Consider same and related issues
CEC $300.00 1.20 $360.00 Receipt and review of email from S Morris; meeting with R. Hooke to discuss particulars of request and receive instructions re next steps; telephone conversation with S. Morris to advise re particulars of review; search of title, review and report thereof; review of real estate security
CEC $300.00 1.10 $330.00 Draft of email to S. Morris and J.Nemers providing title review report; search and review of restrictive covenants instrument registered on title to property; draft of real estate security review report and report to R. Hooke for review thereof; meeting with R. Hooke re revisions; further revisions to real estate security review report and final review and discussion with R. Hooke thereto
RTH $725.00 0.20 $145.00 Discussion with C. Casasola re security revisions
RTH $725.00 0.70 $507.50 Emails from J. Nemers; Discussion with C. Casasola re security review; Discussion regarding restrictive covenant
RTH $725.00 0.50 $362.50 Email from J. Nemers; Telephone call to I. Aversa re security review
RTH $725.00 0.30 $217.50 Review documents; Email to J. Nemers; Telephone call from S. Graff
SRM $370.00 0.70 $259.00 Begin review of non-negotiable security; Conduct preliminary and order searches; Email to D. Ullman
SRM $370.00 1.70 $629.00 Review emails; Review searchesand prepare search summary; Review commitment letter and amendment review security panel to security held
Aird & Berlis LLPPage 16 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SRM $370.00 3.10 $1,147.00 Begin preparing security review letter
SRM $370.00 0.20 $74.00 Review emails and respond on same
SRM $370.00 0.40 $148.00 Emails from J. Nemers; Review file for agreement of purchase and sales; Report on same
SRM $370.00 0.10 $37.00 Discussion with S. Graff regarding security review
SRM $370.00 2.40 $888.00 Review list of creditors, conduct prelims, order and review profiles and partnership reports; Prepare chart regarding same
MGM $375.00 0.30 $112.50 Pull additional PINs and advise as to history of title (expired PINs, road dedications, etc) to J Nemers
MGM $375.00 0.90 $337.50 Discussions with S Marki, A Everton and J Nemers re s 118 Restrictive Covenant on title and likelihood of related development agreements relevant to receivership; Conduct more thorough review of title; Recommend contacting registering lawyer or City for information on development application or agreements
MGM $375.00 1.10 $412.50 Review response from municipality and security summary prepared by J Nemers; Provide comments on same in context of current development project; Review legislation and firm precedents re Section 118 restrictions in townhouse development context; Discussions with L Kannegeisser and T Crowley re same
MGM $375.00 0.70 $262.50 Review court order, draft application to register notice and attend to registration; Emails and telephone call with J Nemers re same
Aird & Berus LLPPage 17 of Account No. 643715
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
AJE $325.00 1.30 $422.50 Project overview and title search
AJE $325.00 5.60 $1,820.00 Review of planning and development application history related to the property; Search on title to determine any applicable instruments; Follow up with S. Graff
AJE $325.00 0.60 $195.00 Phone call with Town Legal Clerk regarding restrictive covenant on registered on title; Follow-up email to S. Graff
SLM $380.00 1.40 $532.00 Receive instructions with S. Graff; Review correspondence from S. Graff and J. Nemers; Confer with A. Everton and M. McDonald regarding instruments registered on title
CJP $215.00 0.80 $172.00 Search for information re restrictivecovenant with A. Everton
TOTAL: 125.00 $62,015.00
Name Hours Rate Value
Steven L. Graff (SLG) 17.50 $825.00 $14,437.50Ian E. Aversa (IEA) 28.90 $595.00 $17,195.50Carlos E. Casasola (CEC) 2.30 $300.00 $690.00Randy T. Hooke (RTH) 1.70 $725.00 $1,232.50Shannon R. Morris (SRM) 10.30 $370.00 $3,811.00Jeremy T. Nemers (JTN) 51.60 $395.00 $20,382.00Michael G. McDonald (MGM) 3.00 $375.00 $1,125.00Andrew J. Everton (AJE) 7.50 $325.00 $2,437.50Sandra L. Marki (SLM) 1.40 $380.00 $532.00Corinna J. Prior (CJP) 0.80 $215.00 $172.00
OUR FEEHST at 13%
DISBURSEMENTS
COST INCURRED ON YOUR BEHALF AS AN AGENT
$62,015.00$8,061.95
Search Under P.P.S.A. Due Diligence-Gov Fee Teranet
$32.00$19.50$64.40
Aird & Berlis LLP 261.
Page 18 of Account No. 643715
Total Agency Costs $115.90
Subject to HST
Service Provider Fee $18.00Corporate Search $398.00Teraview Search $311.05Imaging/Scanning $11.00Photocopies - Local $239.00Photocopies $191.75Binding and Tabs $31.50Business Meal & Entertainment $39.68Service Fee Teranet $10.75Deliveries/Parss $6.00Name Search $207.00Due Diligence $22.00
Total DisbursementsHST at 13%
$1,485.73$193.14
AMOUNT NOW DUE $71,871.72
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Steven L. Graff E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 1.5% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration #12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
37367022.1
o r* o C O d
IN ACCOUNT WITH:AIRD BERLIS 263
Brookfield Place, 181 Bay Street, Suite 1800 Toronto, Ontario, Canada M5J 2T9 T 416.863.1500 F 416.863.1515
airdberlis.com
The Fuller Landau Group Inc.151 Bloor Street West 12th Floor Toronto, ON MSS 1S4
Attention: Mr. Gary Abrahamson Account No.: 644741
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 31507/150928
September 9, 2019
Re: Ideal (JS) Developments Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended September?, 2019
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
IEA $595.00 0.20 $119.00 Emails and discussions with J.Nemers
IEA $595.00 0.30 $178.50 Engaged with reviewing correspondence from counsel and emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 1.00 $595.00 Engaged with reviewing letter from counsel and reviewing and revising draft response; Emails and discussions with clients and J. Nemers re same
IEA $595.00 1.00 $595.00 Engaged with reviewing draftresponding letter and providing comments; Telephone call, emails and discussions with counsel, clients, S. Graff and J. Nemers regarding same
JTN $395.00 0.20 $79.00 Email exchanges with D. Filice re realtor enquiries
JTN $395.00 2.60 $1,027.00 Engaged with drafting of responses to realtor enquiries; Email exchange withclient re same; Email exchange with A. Slavens re Tarion; Engaged with review of receiver's website postings;
Aird & Berlis LLPPage 2 of Account No. 644741
LAWYER
JTN
JTN
JTN
TOTAL:
RATE/ TIME VALUE DESCRIPTION HOUR
Email to M. Abramowitz re service list; Attend to related matters as needed; Receipt and review of letter from B. Friedman; Consider same; Email to client re same; Begin drafting reply to B. Friedman
$395.00 4.70 $1,856.50 Engaged with further drafting of andrevisions to letter to B. Friedman; Discussions with S. Graff and I.Aversa re same; Telephone call with A. Slavens re Tarion; Telephone call with D. Nunes re potential interest in property; Telephone call with D. Filice; Engaged with review of and revisions to service list; Prepare three enclosures and attachments thereto for letter to B. Friedman; Finalize and issue letter to B. Friedman; Telephone call with M. Abramowitz; Receipt and review of reply letter from B. Friedman and attachments thereto, including hand-written revisions to commitment letter; Consider same; Email exchanges with client, S. Graff and I. Aversa re same; Attend to related tasks as needed
$395.00 5.90 $2,330.50 Engaged with drafting of and revisionsto lengthy reply letter to B. Friedman; Discussions with I. Aversa and S.Graff re same and next steps; Voicemail from and email exchanges with client re same and next steps; Issuance of letter to B. Friedman; Attend to related matters as needed; Receipt and review of email from M. Russell re various matters including court date; Email exchanges with S. Graff and I. Aversa re same; Email exchange with client re same; Email to M. Russell re same; Emails to M. Abramowitz re same
$395.00 0.10 $39.50 Receipt and review of email from M.Abramowitz
16.00 $6,820.00
Aird & Berlis LLPPage 3 of Account No. 644741
Name Hours Rate Value
Ian E. Aversa (IEA) 2.50 $595.00 $1,487.50Jeremy T. Nemers (JTN) 13.50 $395.00 $5,332.50
OUR FEEHST at 13%
$6,820.00$886.60
DISBURSEMENTS
Subject to HST
Photocopies - Local $13.00Imaging/Scanning $10.00Photocopies $0.25Taxi $61.06
Total Disbursements HST at 13%
$84.31$10.96
AMOUNT NOW DUE $7,801.87
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Steven L. Graff E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 1.5% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration #12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TO Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
37366989.1
(jr* n6,0
IN ACCOUNT WITH: AIRD BERLIslI 9 o
** 0 iBrookfield Place, 181 Bay Street, Suite 1800
Toronto, Ontario, Canada M5J 2T9 T 416.863.1500 F 416.863.1515
airdberlis.com
The Fuller Landau Group Inc.151 Bloor Street West 12th FloorToronto, ON MSS 1S4
Attention: Mr. Gary Abrahamson Account No.: 646723
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 31507/150928
September 26, 2019
Re: Ideal (JS) Developments Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended September 25, 2019
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SLG $825.00 0.20 $165.00 Review email exchange re refinancing
SLG $825.00 0.20 $165.00 Review emails and approach
SLG $825.00 0.30 $247.50 Conference call to update lenders on Ideal mandate
SLG $825.00 1.00 $825.00 Conference call with lender reps and Fuller Landau re status, proposed refinancing; telephone call with Ideal counsel and counsel to replacement lender and conditions that need to fulfilled to close; review draft order
SLG $825.00 0.30 $247.50 Discussion with J. Nemers re court attendance and outcome
SLG $825.00 1.00 $825.00 Conference call with lender reps and consider status and timing; prep for same
SLG $825.00 0.20 $165.00 Emails with D. Pollack, M. Canale and M. Oelbaum
SLG $825.00 0.20 $165.00 Send details to City of Richmond Hill
SLG $825.00 0.20 $165.00 Consider funding status
SLG $825.00 0.20 $165.00 Address status and next steps
Aird & Berlis LLPPage 2 of Account No. 646723
LAWYER RATE/HOUR
TIME VALUE DESCRIPTION
SLG $825.00 0.30 $247.50 Discussion re approach to motion and sale, materials from debtors and sale process and commission
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients and J. Nemers
IEA $595.00 0.50 $297.50 Emails and discussions with counsel, clients and S. Graff and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with counsel, clients and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with clients, S. Graff and J, Nemers
IEA $595.00 0.30 $178.50 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients and J. Nemers
IEA $595.00 0.20 $119.00 Emails and discussions with J. Nemers
IEA $595.00 0.40 $238.00 Emails and discussions with counsel, clients, S. Graff and J. Nemers
IEA $595.00 0.30 $178.50 Emails and discussions with clients and J. Nemers
IEA $595.00 1.90 $1,130.50 Engaged with reviewing the draft report and providing comments; Emails and discussions with clients and J. Nemers re same; Emails and discussions with counsel, clients and J. Nemers; Engaged with reviewing the Debtor's motion materials and discussions with J. Nemers re same
IEA $595.00 1.00 $595.00 Emails and discussions with clients, counsel and J. Nemers and reviewing revised draft report and providing comments
JTN $395.00 3.90 $1,540.50 Email exchanges with client, M. Abramowitz and creditor group re next steps; Receiptand review of email from M. Russell; Receipt and review of email from B. Friedman; Telephone call with M. Russell;
Aird & Berlis LLPPage 3 of Account No. 646723
LAWYER
JTN
JTN
JTN
JTN
JTN
RATE/ TIME VALUE DESCRIPTION HOUR
Discussion with S. Graff re tomorrow's court hearing; Attend on conference call with working group; Telephone call with M. Abramowitz; Prepare for tomorrow's hearing; Receipt and review of email from D. Lyons; Attend to related matters as needed
$395.00 4.90 $1,935.50 Prepare for and attend at court hearing;Email exchanges with client, lender's counsel and borrower's counsel re same and related matters; Discussions with S. Graff and I. Aversa re today's developments and next steps; Telephone call with M. Abramowitz; Attend on conference call with lender's counsel and borrower's counsel; Lengthy email exchange with M.Abramowitz re status update; Email exchange with M. Russell re template materials; Receipt and review of email from T. Henke; Attend to related matters as needed
$395.00 0.30 $118.50 Email exchanges with client re realtor-related matters; Email exchange and discussion with S. Graff re refinancing- related matters
$395.00 3.00 $1,185.00 Email to lender's counsel and borrower'scounsel re potential refinancing; Email to client re same; Telephone call with C. Thorne re City enquiries; Engaged with drafting of draft Order; Engaged with revisions to and further drafting of notice of motion; Email to client re same; Receipt and review of email from S. Azari re City; Email to client re same; Attend to related matters as needed
$395.00 0.50 $197.50 Receipt and review of email from I.Gragtmans; Engaged with high-level review of realtor proposal
$395.00 5.00 $1,975.00 Email exchanges with client re realtorproposals and next steps; Receipt and review of realtor proposals from CBRE and Cushman; Discussion with I. Aversa re same; Engaged with review and preparation of certain appendices for anticipated report; Engaged with drafting of certain sections of
Aird & Berlis LLPPage 4 of Account No. 646723
LAWYER RATE/ TIME VALUE HOUR
JTN $395.00 6.80 $2,686.00
JTN $395.00 1.20 $474.00
JTN $395.00 2.30 $908.50
JTN $395.00 5.60 $2,212.00
JTN $395.00 2.90 $1,145.50
DESCRIPTION
report; Telephone call with P. Cho re City of Richmond Hill; Receipt and review of updated commitment letter from debtor's counsel; Analyze same; Email exchanges with client re same; Receipt and review of client summary re realtor proposals; Consider same; Email exchanges with S. Graff; Attend to related matters as needed
Telephone calls with D. Filice; Email to M. Abramowitz; Prepare draft email for D. Filice to send to CBRE re follow-up question; Prepare draft email for D. Filice to send to Cushman re follow-up questions; Receipt and review of emails from CBRE; Discussions with S. Graff and I. Aversa; Engaged with further drafting of First Report; Follow-up email exchanges with M. Abramowitz; Attend to related tasks as needed
Discussion with S. Graff; Email exchange with D. Filice re Cushman; Email exchanges and telephone call with D. Filice re maintenance of real property; Attend on conference call with Applicants and their counsel; Receipt and review of email from S. Azari
Engaged with further drafting of First Report; Telephone call with D. Filice
Receipt and review of statement of claim; Consider same; Discussion with S. Graff re same; Attend on conference call with Cushman and client; Telephone calls with client; Email exchanges with debtor's counsel re statement of claim and related matters; Receipt and review of email from D. Lyons; Telephone call with plaintiff's counsel; Engaged with further drafting of First Report; Discussion with I. Aversa re same; Attend to related matters as needed
Engaged with drafting of First Report; Telephone calls and email exchanges with client; Email to S. Azari re trust account; Attend to related matters
DESCRIPTION 27Aird & Berlis LLPPage 5 of Account No. 646723
LAWYER RATE/HOUR
TIME VALUE
JTN $395.00 5.90 $2,330.50
JTN $395.00 8.50 $3,357.50
MGM $375.00 0.50 $187.50
Engaged with further drafting of First Report; Email exchanges with Friedmans; Email exchanges with client; Email exchanges with Cushman; Engaged with review of and revisions to listing agreement; Engaged with drafting of rider to listing agreement; Receipt and review of debtor's motion record; Email exchange with M. Russell re service; Telephone call with M. Abramowitz; Telephone calls with client; Attend to related matters as needed
Engaged with further detailed review of Friedmans' motion record; Telephone calls and emails with client re same; Telephone calls and emails with Applicants and their counsel re same; Discussions with I. Aversa and S. Graff re same; Engaged with review of, revisions to and further drafting of First Report to reflect and address Friedmans' materials; Email exchanges with client and Cushman re listing agreement and related matters; Attend to related matters re same
Discussion with J Nemers re water and realty tax certificates; Summarize currently owing amounts and future owing amounts (post- October 1 instalments) in email to J Nemers
TOTAL: 61.40 $27,206.00
Name Hours Rate Value
Steven L. Graff (SLG) 4.10 $825.00 $3,382.50Ian E. Aversa (IEA) 6.00 $595.00 $3,570.00Jeremy T. Nemers (JTN) 50.80 $395.00 $20,066.00Michael G. McDonald (MGM) 0.50 $375.00 $187.50
$27,206.00$3,536.78
DISBURSEMENTS
OUR FEEHST at 13%
COST INCURRED ON YOUR BEHALF AS AN AGENT
Notice of Motion/Application $320.00
Aird & Berus LLPPage 6 of Account No. 646723
Subject to HST
Photocopies - Local $126.75Imaging/Scanning $1.00Photocopies $27.75
Total Disbursements HST at 13%
$155.50$20.22
AMOUNT NOW DUE $31,238.50
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Steven L. Graff E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 1.5% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration #12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
37366921.1
STATEMENT OF RESPONSIBLE INDIVIDUALS
Aird & Berlis LLP’s professional fees herein are made with respect to the following individuals
Lawyer Call to Bar Hrly Rate Total Time ValueSteven Graff 1991 $825.00 22.30 $18,397.50Ian Aversa 2008 $595.00 37.40 $22,253.00
