Edgewater Casino Inc. (Re): Development Permit Issue
The court found the Owner's Undertaking related only to the Building Permit and did not cover the Development Permit obligations; although the Lease imposed obligations on the tenant to perform landscaping and comply with lawful City requirements, CMPC failed to prove the contingency that the City would call upon...
Source-derived case information.
- Citation
- 2008 BCSC 1
- Parties
- Debtor: Edgewater Casino Inc.; Related Entity: Edgewater Management Inc.; Old Shareholder: Libin Holdings Inc.; Old Shareholder: Gary Jackson Holdings Ltd.; Old Shareholder: Phoebe Holdings Inc.; Landlord/claimant: Canadian Metropolitan Properties Corp.; New Shareholder: Paragon Gaming Inc.
- Court
- Supreme Court of British Columbia
- Jurisdiction
- Canada
- Judgment Date
- 3 January 2008
- Procedural Posture
- Companies' Creditors Arrangement Act Proceeding (claims Process) / Interim Claims Determination Under Claims Process Order (in Chambers Reasons for Judgment)
- Outcome
- CMPC's contingent/unliquidated claim in respect of Development Permit landscaping and related works was not proven for the CCAA claims process and was disallowed for distribution purposes; funds held in trust were released to the Old Shareholders.
- Legal Topics
- CCAA Claims Process, Development Permit Obligations, Lease Interpretation, Contingent Claim Valuation, Owner's Undertaking (building Permit)
- Source Language
- english
Source-derived case record
Summary, issues, holding and outcome
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Parties
Edgewater Casino Inc.
Debtor
Edgewater Management Inc.
Related Entity
Libin Holdings Inc.
Old Shareholder
Gary Jackson Holdings Ltd.
Old Shareholder
Phoebe Holdings Inc.
Old Shareholder
Canadian Metropolitan Properties Corp.
Landlord/claimant
Paragon Gaming Inc.
New Shareholder
Procedural Posture
Companies' Creditors Arrangement Act Proceeding (claims Process) / Interim Claims Determination Under Claims Process Order (in Chambers Reasons for Judgment)
Legal Issues
- 1 Whether CMPC established a binding agreement obliging Edgewater to perform works required by the Development Permit
- 2 Whether the Owner's Undertaking (building permit) imposed liability on CMPC for Development Permit requirements
- 3 Whether CMPC proved a contingent/unliquidated claim provable under the CCAA/BIA and quantified the claim as of the claims bar date
Ratio Decidendi
The court found the Owner's Undertaking related only to the Building Permit and did not cover the Development Permit obligations; although the Lease imposed obligations on the tenant to perform landscaping and comply with lawful City requirements, CMPC failed to prove the contingency that the City would call upon CMPC to perform or that the quantum as of the claims bar date was established; therefore the contingent claim was too speculative and remote and was disallowed for purposes of the CCAA claims process (while leaving open CMPC's potential non-CCAA remedies against Edgewater).
Court Disposition
CMPC's contingent/unliquidated claim in respect of Development Permit landscaping and related works was not proven for the CCAA claims process and was disallowed for distribution purposes; funds held in trust were released to the Old Shareholders.
Orders
- The sum of 500000.00 plus a pro rata share of any interest accrued on that sum shall be paid out of trust to the credit of the Old Shareholders.
- Parties are at liberty to apply regarding the question of costs.
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