Peakhill Capital Inc. v. Southview Gardens Limited Partnership
The Court has jurisdiction under s.183 of the BIA to grant an RVO and, applying established authorities and the Harte Gold factors, it is appropriate to grant the RVO here because it preserves and maximizes value for creditors, does not prejudice other creditors, and does not contravene the PTTA where title is not...
Source-derived case information.
- Citation
- 2023 BCSC 1476
- Parties
- Petitioner: Peakhill Capital Inc.; Respondent: Southview Gardens Limited Partnership; Respondent: Southview Gardens BT Ltd.; Respondent: Southview Gardens Properties Ltd.; Respondent: Zhen Yu Zhong; Respondent: Junchao Mo; Respondent: Coromandel Properties (2016) Ltd.; Respondent: Baystone Properties (2016) Ltd.; Respondent: Coromandel Holdings Ltd.; Receiver: KSV Restructuring Inc.; Secured Creditor: Cenyard Pacific Developments Inc.; Purchaser: Cenyard Southview Gardens Ltd.; Province / Opposing Party: His Majesty the King in right of the Province of British Columbia
- Court
- Supreme Court of British Columbia
- Jurisdiction
- Canada
- Judgment Date
- 25 August 2023
- Procedural Posture
- Receivership Sale Approval / Application for Approval of Sale and Reverse Vesting Order (contested)
- Outcome
- Application granted; approval and reverse vesting order granted.
- Legal Topics
- Reverse Vesting Order, Approval and Vesting Order, Property Transfer Tax, Jurisdiction, Releases, Harte Gold Factors
- Source Language
- english
Source-derived case record
Summary, issues, holding and outcome
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Parties
Peakhill Capital Inc.
Petitioner
Southview Gardens Limited Partnership
Respondent
Southview Gardens BT Ltd.
Respondent
Southview Gardens Properties Ltd.
Respondent
Zhen Yu Zhong
Respondent
Junchao Mo
Respondent
Coromandel Properties (2016) Ltd.
Respondent
Baystone Properties (2016) Ltd.
Respondent
Coromandel Holdings Ltd.
Respondent
KSV Restructuring Inc.
Receiver
Cenyard Pacific Developments Inc.
Secured Creditor
Cenyard Southview Gardens Ltd.
Purchaser
His Majesty the King in right of the Province of British Columbia
Province / Opposing Party
Procedural Posture
Receivership Sale Approval / Application for Approval of Sale and Reverse Vesting Order (contested)
Legal Issues
- 1 Does the Court have jurisdiction to grant an RVO in BIA receivership proceedings?
- 2 Is it appropriate to grant an RVO solely to avoid Property Transfer Tax in these circumstances?
- 3 Does the Property Transfer Tax Act preclude an RVO where title is not transferred?
Ratio Decidendi
The Court has jurisdiction under s.183 of the BIA to grant an RVO and, applying established authorities and the Harte Gold factors, it is appropriate to grant the RVO here because it preserves and maximizes value for creditors, does not prejudice other creditors, and does not contravene the PTTA where title is not transferred and no regulation deems nominee share transfers taxable; the Receiver's lack of a positive recommendation was not determinative and the releases are necessary for the RVO transaction.
Court Disposition
Application granted; approval and reverse vesting order granted.
Orders
- Approval and reverse vesting order granted substantially in the form attached as Schedule "C" to the Receiver's Notice of Application filed June 30, 2023
- Transaction approved to proceed by way of Reverse Vesting Order to Cenyard Southview Gardens Ltd.
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