ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST · 2016-10-07 · court file no. cv-15-11061-00cl...

Court File No. CV-15-11061-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF SECTION 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

B E T W E E N:

LORI EISEN, DAVID FEIG, EDWARD GOLDBERG, ZIPORA GOLDBERG, RIWKA

GREENBERG, KEMPSTON GROVE CORP., SAM KISHENIVSKY, ALICE KOMINEK,

DIANE KOMINEK, IVAN KOMINEK, STEPHEN KOMINEK, DAVID LAZAR, ANNA

ORZAKOVSKI, FRAN SUSSMAN AND SAM SUSSMAN

Applicants

- and -

FISHERMEN’S PIER INC., MICHAEL SLATTERY, HOME TRUST COMPANY, BEST

FUNDING CORPORATION, THE BANK OF NOVA SCOTIA TRUST COMPANY,

ERNEST WOOD, MARLENE UNDERWOOD, PHYLLIS KORMAN, ROBERT

SINGER, JUDY SINGER, ROBIN DANIELS, AND 1337997 ONTARIO LTD.

Respondents

_______________________________________________________

MOTION RECORD

(Motion Returnable May 3, 2016)

_______________________________________________________

GRAHAM TOBE PROFESSIONAL

CORPORATION

Barristers & Solicitors

2950 Keele Street, Suite 201

Toronto, Ontario M3M 2H2

Andrew R. Pigott (LSUC #68537L)

Tel: 416-256-1555

Fax: 416-256-0918

Lawyers for the Receiver

TO: SERVICE LIST

1

INDEX

2

INDEX

DOCUMENT TAB

Notice of Motion A (Pg. 4-14)

Schedule “A”: Draft Order B (Pg. 15-17)

Schedule “A1”: Draft Approval and Vesting Order, 1083 Beach Blvd. C (Pg. 18-28)

Schedule “A2”: Draft Approval and Vesting Order, 1085 Beach Blvd. D (Pg. 29-39)

Schedule “A3”: Draft Approval and Vesting Order, 1087 Beach Blvd. E (Pg. 40-50)

Schedule “A4”: Draft Approval and Vesting Order, 1089 Beach Blvd. F (Pg. 51-61)

Schedule “A5”: Draft Approval and Vesting Order, 1091 Beach Blvd. G (Pg. 62-72)

Schedule “A6”: Blackline version of Approval and Vesting Order H (Pg. 73-84)

First Report of Rosen Goldberg Inc., in its capacity as court-appointed 1 (Pg. 85)

Receiver, dated April 22, 2016

Appendix “A”: Receivership Order dated October 14, 2015 2 (Pg. 102)

Appendix “B”: Receiver’s interim statement of receipts and disbursements 3 (Pg. 118)

Appendix “C”: Agreement of Purchase and Sale dated April 2, 2016 4 (Pg. 120)

Appendix “D”: Agreement of Purchase and Sale dated March 12, 2015 5 (Pg. 133)

Appendix “E”: Agreement of Purchase and Sale dated February 25, 2016 6 (Pg. 149)

Appendix “F”: Agreement of Purchase and Sale dated March 17, 2016 7 (Pg. 166)

Appendix “G”: Agreement of Purchase and Sale dated March 5, 2016 8 (Pg. 179)

Appendix “H”: Summary of estimated amounts owing to syndicated investors 9 (Pg. 190)

Appendix “I”: Purported Acknowledgment of Ms. Robin Daniels 10 (Pg. 192)

Appendix “J”: MacDonald Sager Manis title opinion, dated February 26, 2016 11 (Pg. 194)

Appendix “K”: Estimated realization and amounts available for distribution 12 (Pg. 212)

Appendix “L”: Certificate of Appointment – Bankruptcy 13 (Pg. 213)

3

TAB A

4


ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and -





Respondents

NOTICE OF MOTION

(Motion Returnable May 3, 2016)

Rosen Goldberg Inc., in its capacity as the court-appointed receiver (the “Receiver”) of the

assets, undertakings and properties of Fishermen’s Pier Inc. (the “Debtor”) will make a motion to

a judge presiding over the Commercial List on May 3, 2016 at 10:00 a.m., or as soon thereafter as

the motion can be heard at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING

The motion is to be heard orally.

THE MOTION IS FOR:

1. If necessary, an Order validating and abridging the time of service of the Notice of Motion

and Motion Record and directing that any further service of the Notice of Motion and Motion

5

Record be dispensed with such that this Motion is properly returnable on the date scheduled for

the hearing of this motion;

2. An Order approving and adopting the E-Service Guide (the “Guide”) and the service of

documents in this proceeding made in accordance with the Guide shall be valid and effective

service;

3. An Order substantially in the form attached as Schedule “A1”, approving the sale

transaction (the “1083 Transaction”) contemplated by and agreement of purchase and sale (the

“1083 Sale Agreement”) as between Rosen Goldberg Inc., in its capacity as Receiver, without

security, of all the assets, undertakings and properties of the Debtor, and Paula Skowronski and

Graham Clarke as joint tenants (the “1083 Purchasers”), dated April 2, 2016, and vesting in the

1083 Purchasers the Debtors right, title and interest in and to the 1083 Purchasers, and approving

the Receiver taking any such steps and executing any such documents as may be necessary or

desirable to give effect to the 1083 Sale Agreement and the Completion of the 1083 Transaction

associated thereto and provided for therein; and




security, of all the assets, undertakings and properties of the Debtor, and Roger White and Pamela

Kerry Hillier as joint tenants (the “1085 Purchasers”), dated March 12, 2016, and vesting in the

1085 Purchasers the Debtors right, title and interest in and to the 1085 Purchasers, and approving

the Receiver taking any such steps and executing any such documents as may be necessary or

desirable to give effect to the 1085 Sale Agreement and the Completion of the 1085 Transaction

associated thereto and provided for therein; and




security, of all the assets, undertakings and properties of the Debtor, and John Morton and Christine

6

Strohak as joint tenants (the “1087 Purchasers”), dated February 25, 2016, and vesting in the 1087

Purchasers the Debtor’s right, title and interest in and to the 1087 Purchasers, and approving the

Receiver taking any such steps and executing any such documents as may be necessary or desirable

to give effect to the 1087 Sale Agreement and the Completion of the 1087 Transaction associated

thereto and provided for therein; and




security, of all the assets, undertakings and properties of the Debtor, and Olev Joachim Richling

and Susan Elisabeth Richling as joint tenants (the “1089 Purchasers”), dated March 17, 2016, and

vesting in the 1089 Purchasers, the Debtor’s right, title and interest in and to the 1089 Purchasers,

and approving the Receiver taking any such steps and executing any such documents as may be

necessary or desirable to give effect to the 1089 Sale Agreement and the Completion of the 1089

Transaction associated thereto and provided for therein; and




security, of all the assets, undertakings and properties of the Debtor, and Darren Feener and Leanne

Feener as joint tenants (the “1091 Purchasers”), dated March 5, 2016, and vesting in the 1091

Purchasers the Debtor’s right, title and interest in and to the 1091 Purchasers, and approving the

Receiver taking any such steps and executing any such documents as may be necessary or desirable

to give effect to the 1091 Sale Agreement and the Completion of the 1091 Transaction associated

thereto and provided for therein;

8. An Order approving the Receiver’s actions to date as provided for in the First Report of

the Receiver, dated April 22, 2016 (the “Report”) and the Receiver’s proposed continuing actions

as described therein;

7

9. An Order approving the proposed distribution of proceeds and reserves as described in the

Report, being a distribution to Home Trust Company of all amounts owing under its mortgages

and an interim distribution of $750,000.00 to the syndicated mortgagees, pending completion of

the sale transactions or further Order of the Court;

10. An Order amending the Receivership Appointment Order to increase the Receiver’s

authorized borrowings by $75,000.00, to $325,000.00;

11. An Order sealing the appraisals of Antec Appraisal Group pending completion of the sale

transactions or further Order of the Court; and

12. Such further and other relief as counsel may seek and this Honourable Court permit.

THE GROUNDS FOR THE MOTION ARE:

1. The Receiver was appointed pursuant to the Order of Justice Hainey of the Superior Court

of Justice (Commercial List) (the “Court”) dated October 14, 2015;

2. The Receiver undertook a comprehensive sales process that exposed the properties

municipally known as 1083, 1085, 1087, 1089 and 1091 Beach Boulevard, Hamilton,

respectively (collectively the “Properties”) to the market for a reasonable period of time.

Furthermore, the Properties were listed for the period prior to the Receiver’s appointment;

3. The purchase prices contained in the Sale Agreements for the Properties are comparable to

the appraised values obtained by the Receiver and there is nothing to suggest that further

exposure will result in an increased purchase price;

4. The Receiver has acted in a commercially reasonable manner in all respects in connection

with the sale processes;

5. A majority of the participants of the second mortgage support the acceptance of the offers.

We are not aware of the position of the remaining participants; and

8

6. Such further and other grounds as counsel may advise and the Honourable Court permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

1. The Receiver’s First Report dated April 22, 2016.

2. Such further and other grounds as counsel may advise and this Honourable Court may

permit.

April 25, 2016 GRAHAM TOBE PROFESSIONAL

CORPORATION



Toronto, ON M3M 2H2

Andrew R. Pigott (68537L)

T: 416-256-1555

F: 416-256-0918

E: [email protected]

Lawyers for the Receiver, Rosen Goldberg Inc.

9

mailto:[email protected]

SERVICE LIST

(as at April 25, 2016)

TO: LEVINE SHERKIN BOUSSIDAN PROFESSIONAL CORPORATION

23 Lesmill Road, Suite 300

Toronto, ON M3B 3P6

Attention: Mitchell Wine

P: 416-224-2400

F: 416-224-2408


Lawyer for the Applicants

AND TO: LANDY MARR KATS LLP

2 Sheppard Ave. E., Suite 900

Toronto, ON M2M 5Y7

Attention: Raman Dhillon

P: 416-221-9343

F: 416-221-8928


Attention: Keith M. Landy

P: 416-221-9343

F: 416-221-8928


Lawyers for the Respondent, Robin Daniels

AND TO: KORMANS LLP

46 Village Centre Place, Suite 200

Mississauga, ON L4Z 1V9

Attention: Jerry S. Korman

P: 905-270-6660 x 224

F: 905-270-2665


Lawyer for the Respondent(s), Phyllis Korman, Best Funding Corporation, Ernest

Wood and Marlene Underwood

AND TO: GOWLING WLG

1 First Canadian Place

100 King Street West, Suite 1600

10





Toronto, ON M5X 1G5

Attention: Calvin J. Ho P: 416-862-5788

F: 416-862-7661


Lawyer for the Respondent, Home Trust Company

AND TO: DRUDI ALEXIOU KUCHAR LLP

Barristers-At-Law

7050 Weston Road, Suite 610

Vaughan, ON L4L 8G7

Attention: Adam Wainstock

T: 905-850-6116

F: 905-850-9146


Lawyer for the Construction Lien Act Claimant, PRO ICF Inc.

AND TO: MICHAEL SLATTERY

46 Village Centre Place, 3rd Floor

Mississauga, Ontario L4Z 1V9

Attention: Michael Slattery


AND TO: FISHERMEN’S PIER INC.

c/o Rosen Goldberg Inc.

5255 Yonge Street, Suite 804,

Toronto, Ontario, M2N 6P4

Attention: Brahm Rosen

T: 416-224-4200


AND TO: THE BANK OF NOVA SCOTIA TRUST COMPANY

130 King Street West, 20th Floor

Toronto, ON

M5X 1K1

Attention: Karen Dalgleish

P: 416-933-2966

F: 416-933-2223


11






apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

, Trustee in Bankruptcy of Fishermen's Pier

apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

apigott

Typewritten Text

Inc.

For the Respondent, The Bank of Nova Scotia Trust Company

AND TO: ROBERT SINGER

c/o 46 Village Centre Place



AND TO: JUDY SINGER

c/o 46 Village Centre Place



AND TO: 1337997 ONTARIO LTD.

c/o Dr. Stanley Cash


AND TO: CHRIS BREEN LAW

Attention: Christopher C. Breen

P: 905-634-1828

F: 905-634-9630


Lawyer for the purchasers of 1083 Beach Blvd, Paula Skowronski and Graham

Clarke

AND TO: ESCARPMENT LAW GROUP

226-550 Fennell Avenue

Hamilton, ON L8V 4S9

Attention: Alanna C. Stephen

P: 905-667-2990

F: 905-667-2991


Lawyer for the purchasers of 1091 Beach Blvd., Darren Feener and Leanne Feener

& Lawyer for the purchasers of 1085 Beach Blvd, Roger White and Pamela Hillier

AND TO: THATCHER AND WANDS

Barristers, Solicitors, Notaries

1457 Ontario Street

12






Burlington, ON L7S 1G6

Attention: William L. Thatcher

P: 905-681-0444

F: 905-681-2937


Lawyer for the purchasers of 1087 Beach Blvd., John Morton and Christine Strohak

AND TO: O’CONNOR ZANARDO PROFESSIONAL CORPORATION

Barristers and Solicitors

4230 Sherwoodtowne Blvd, Suite 300

Mississauga, ON L4Z 2G6

Attention: Linda C. Zanardo

P: 905-896-4370

F: 905-896-4926


Lawyer for the purchasers of 1089 Beach Blvd., Olev Joachim Richling and

Susan Elisabeth Richling

13



Court File No.: CV-15-11061-00CL

LORI EISEN ET AL. -and- FISHERMEN’S PIER INC. ET AL.

(Applicants) (Respondents)

(Short Title of Proceedings)

ONTARIO


(Commercial List)

Proceeding commenced at Toronto

NOTICE OF MOTION

` GRAHAM TOBE PROFESSIONAL CORPORATION



Toronto, Ontario

M3M 2H2

Andrew R. Pigott (LSUC 68537L)

Tel: 416-256-1555

Fax: 416-256-0918

Lawyers for the Receiver

14

TAB B

15

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Schedule A


ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and -





Respondents

ORDER

ON READING the First Report of the Receiver dated April 22, 2016 (the “Report”) and

on hearing the submissions of counsel,

THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged and validated so that the this Motion is properly returnable today and

hereby dispenses with further service of notice thereof;

THIS COURT ORDERS that the E-Service Guide of the Commercial List (the “Guide”)

is approved and adopted by reference herein and, in this proceeding, the service of documents

made in accordance with the Guide (which can be found on the Commercial List website at:

www.ontariocourts.ca//scj/practice/practice-directions/toronto/eservice-commercial/) shall be

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valid and effective service. Subject to Rule 17.05 [7] this Order shall constitute an order for

substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule 3.01(d)

of the Rules of Civil Procedure and paragraph 13 of the Guide, service of documents in accordance

with the Guide will be effective on transmission. This Court further orders that a Case Website

shall be established in accordance with the Guide with the following URL:

http://www.rosengoldberg.com/company-files.php?company_id=26

THIS COURT ORDERS that the Receiver’s actions to date, as described in the Report, are

hereby approved;

THIS COURT ORDERS that the sale transactions as described in the Report substantially

in the form attached to this Motion Record as Schedules “A1”, “A2”, “A3”, “A4” and “A5”, are

hereby approved;

THIS COURT ORDERS that the distribution of sale proceeds and the proposed reserves

recommended in the Report, or as may be further recommended or deemed appropriate by this

Honourable Court, are hereby approved;

THIS COURT ORDERS that the Receiver’s request to amend the Appointment Order to

increase its borrowings by $75,000 to $325,000 is hereby approved;

THIS COURT ORDERS that the three Appraisals of Antec Appraisal Group, referred to

in the Report as Confidential Appendices “1”, “2” and “3”, be sealed until the proposed sale

process is completed or such time as this Honourable Court deems appropriate; and

THIS COURT ORDERS that the Receiver’s continuing actions as proposed in the Report

are hereby approved.

______________________________________

17

http://www.rosengoldberg.com/company-files.php?company_id=26

- 18 -

TAB C

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Schedule A1


ONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

TUESDAY, THE 3rd

DAY OF MAY, 2016

B E T W E E N:


GREENBERG, KEMPSTON GROVE CORP., SAM KISHENIVSKY, ALICE KOMINEK, DIANE

KOMINEK, IVAN KOMINEK, STEPHEN KOMINEK, DAVID LAZAR, ANNA ORZAKOVSKI,

FRAN SUSSMAN AND SAM SUSSMAN

Applicants

- and –


FUNDING CORPORATION, THE BANK OF NOVA SCOTIA TRUST COMPANY, ERNEST

WOOD, MARLENE UNDERWOOD, PHYLLIS KORMAN, ROBERT SINGER, JUDY SINGER,

ROBIN DANIELS, AND 1337997 ONTARIO LTD.

Respondents

APPROVAL AND VESTING ORDER

THIS MOTION, made by ROSEN GOLDBERG INC. in its capacity as the Court-

appointed receiver (the "Receiver") of the undertaking, property and assets of FISHERMEN’S

PIER INC. (the "Debtor") for an order approving the sale transaction (the "Transaction")

contemplated by an agreement of purchase and sale (the "Sale Agreement") between the Receiver

and Paula Skowronski and Graham Clarke as joint tenants (the "Purchaser") dated April 2, 2016

and appended to the First Report of the Receiver dated April 22, 2016 (the "Report"), and vesting

in the Purchaser the Debtor’s right, title and interest in and to the assets described in the Sale

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Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto,

Ontario.

ON READING the Report and on hearing the submissions of counsel for the Receiver, and

counsel for the applicant(s), the respondent(s), and PRO ICF Inc., no one appearing for any other

person on the service list, although properly served as appears from the affidavit of service filed.

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and

the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such

minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and

directed to take such additional steps and execute such additional documents as may be necessary

or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets

to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s

certificate to the Purchaser substantially in the form attached as Schedule A hereto (the "Receiver's

Certificate"), all of the Debtor's right, title and interest in and to the Purchased Assets described

in the Sale Agreement [and listed on Schedule B hereto] shall vest absolutely in the Purchaser, free

and clear of and from any and all security interests (whether contractual, statutory, or otherwise),

hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens,

executions, levies, charges, or other financial or monetary claims, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the Honourable Justice Hainey dated October

14, 2015; (ii) all charges, security interests or claims evidenced by registrations pursuant to the

Personal Property Security Act (Ontario) or any other personal property registry system; and (iii)

those Claims listed on Schedule C hereto (all of which are collectively referred to as the

"Encumbrances", which term shall not include the permitted encumbrances, easements and

restrictive covenants listed on Schedule D) and, for greater certainty, this Court orders that all of

the Encumbrances affecting or relating to the Purchased Assets are hereby expunged and

discharged as against the Purchased Assets.

3. THIS COURT ORDERS that upon the registration in the Land Titles Division of Hamilton

Wentworth (LRO No. 62) of an Application for Vesting Order in the form prescribed by the Land

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Titles Act, the Land Registrar is hereby directed to enter the Purchaser as the owner of the subject

real property identified in Schedule B hereto (the “Real Property”) in fee simple, and is hereby

directed to delete and expunge from title to the Real Property all of the Claims listed in Schedule

C hereto.

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all Claims

and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets with the

same priority as they had with respect to the Purchased Assets immediately prior to the sale, as if

the Purchased Assets had not been sold and remained in the possession or control of the person

having that possession or control immediately prior to the sale.

5. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the

Receiver's Certificate, forthwith after delivery thereof.

6. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on any

trustee in bankruptcy that may be appointed in respect of the Debtor and shall not be void or

voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable

transaction under the Bankruptcy and Insolvency Act (Canada) or any other applicable federal or

provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant to

any applicable federal or provincial legislation.

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7. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

8. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its agents in carrying out the terms of this Order.

All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to

make such orders and to provide such assistance to the Receiver, as an officer of this Court, as

may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in

carrying out the terms of this Order.

____________________________________

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Schedule A – Form of Receiver’s Certificate


ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and -





Respondents

RECEIVER’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Hainey of the Ontario Superior Court of Justice

(the "Court") dated October 14, 2015, ROSEN GOLDBERG INC. was appointed as the receiver

(the "Receiver") of the undertaking, property and assets of FISHERMEN’S PIER INC. (the

“Debtor”).

B. Pursuant to an Order of the Court dated May 3, 2016, the Court approved the agreement of

purchase and sale made as of the 2nd day of April, 2016 (the "Sale Agreement") between the

Receiver and Paula Skowronski and Graham Clarke (the "Purchaser") and provided for the

vesting in the Purchaser of the Debtor’s right, title and interest in and to the Purchased Assets,

which vesting is to be effective with respect to the Purchased Assets upon the delivery by the

Receiver to the Purchaser of a certificate confirming (i) the payment by the Purchaser of the

Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set out in Schedule

A (pages 6-8) of the Sale Agreement have been satisfied or waived by the Receiver and the

Purchaser; and (iii) the Transaction has been completed to the satisfaction of the Receiver.

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C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for the Purchased

Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in Schedule A (pages 6-8) of the Sale Agreement have

been satisfied or waived by the Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ___________a.m./p.m. on

_________________, 2016

ROSEN GOLDBERG INC, in its capacity as

Receiver of the undertakings, property and

assets of FISHERMEN’S PIER INC., and not

in its personal or corporate capacity

Per:

Name: Brahm Rosen

Title: President

24

Schedule B – Purchased Assets

1. PIN 17568-0411 (LT)

PART BURLINGTON BEACH EAST SIDE BEACH BLVD (UNREGISTERED) BEING PART 6 ON

62R19672 S/T EASEMENT AS IN WE915190; CITY OF HAMILTON

Being all of PIN 17568-0411 (LT)

Land Titles Division for the Land Registry Office of Hamilton Wentworth (No. 62)

25

Schedule C – Claims to be deleted and expunged from title to Real Property

REGISTRATIONS TO BE DELETED FROM PIN 17568-0411 (LT):

1. Instrument No. WE885609 registered 2013/03/01 – Charge from Fishermen’s Pier Inc. in

favour of Merk Investments Ltd., Robert Singer, Judy Singer, David Goldman, Fran Sussman,

Sam Sussman, Lori Eisen, Eddy Goldberg, Zipora Goldberg, Ivan Kominek, Alice Kominek,

Stephen Kominek, Diane Kominek, Kempston Grove Corp., David Lazar, David Feig, Anna

Orzakovski, Riwka Greenberg, Sam Kishenivsky, and Stanbarr Services Limited

2. Instrument No. WE889184 registered 2013/03/26 – Postponement from Best Funding

Corporation, The Bank of Nova Scotia Trust Company, Ernest Wood and Marlene Underwood

in favour of Merk Investments Ltd., Robert Singer, Judy Singer, David Goldman, Fran

Sussman, Sam Sussman, Lori Eisen, Eddy Goldberg, Zipora Goldberg, Diane Kominek, Ivan

Kominek, Alice Kominek, Stephen Kominek, Diane Kominek, Kempston Grove Corp., David

Lazar, David Feig, Anna Orzakovski, Riwka Greenberg and Sam Kishenivsky

3. Instrument No. WE891545 registered 2013/04/10 – Transfer of Charge from Merk Investments

Ltd. in favour of Stanbarr Services Limited and Merk Investments Ltd.


Ltd. in favour of Merk Investments Ltd. and Phyllis Korman

5. Instrument No. WE892335 registered 2013/04/15 – Transfer of Charge from David Goldman

in favour of Merk Investments Ltd.


Ltd. in favour of Kempston Grove Corp. and Robin Daniels

7. Instrument No. WE897891 registered 2013/05/16 – Transfer of Charge from Stanbarr Services

Ltd. In favour 1337997 Ontario Ltd.

8. Instrument No. WE915192 registered 2013/08/08 – Postponement from Merk Investments

Ltd., Robert Singer, Judy Singer, David Goldman, Fran Sussman, Sam Sussman, Lori Eisen,

Eddy Goldberg, Zipora Goldberg, Ivan Kominek, Alice Kominek, Stephen Kominek, Diane

Kominek, Kempston Grove Corp., David Lazar, David Feig, Anna Orzakovski, Riwka

Greenberg, Sam Kishenivsky and Stanbarr Services Limited in favour of Cogeco Cable Canada

GP Inc.

9. Instrument No. WE949370 registered on 2014/02/12 – Charge from Fishermen’s Pier Inc. in

favour of Home Trust Company;

10. Instrument No. WE949394 registered 2014/02/13 – Postponement from Robert Singer, Judy

Singer, Fran Sussman, Sam Sussman, Lori Eisen, Eddy Goldberg, Zipora Goldberg, Ivan

Kominek, Alice Kominek, Stephen Kominek, Diane Kominek, Kempston Grove Corp.,

David Lazar, David Feig, Anna Orzakovski, Riwka Greenberg, Sam Kishenivsky 1337997

Ontario Ltd., Phyllis Korman and Robin Daniels in favour of Home Trust Company; and

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favour of Best Funding Corporation, The Bank of Nova Scotia Trust Company, Ernest Wood

and Marlene Underwood

12. Instrument No. WE1063445 registered 2015/09/03 – Lien from Her Majesty the Queen in

Right of Canada as Represented by The Minister of National Revenue

27

- 4 -

Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants

related to the Real Property

(unaffected by the Vesting Order)

REGISTRATIONS TO BE PERMITTED ON PIN 17568-0411 (LT):

1. Instrument No. VM276668 registered 2008/06/13 – Transfer from Bruce Schneider and

Sachia Schneider to Fishermen’s Pier Inc.

2. Instrument No. VM276672 registered 2008/06/13 – Transfer from Sachia Schneider to

Fishermen’s Pier Inc.

3. Instrument No. 62R19060 registered 2011/06/01 – Plan Reference

4. Instrument No. WE805416 registered 2011/12/22 – Transfer from 1759394 Ontario Inc. to




6. Instrument No. WE818943 registered 2012/03/15 – Notice to the City of Hamilton


8. Instrument No. WE907386 registered 2013/07/02 – APL (General) from Fishermen’s Pier

Inc. to amend description



10. Instrument No. WE908662 registered 2013/07/09 – APL Consolidate from Fishermen’s

Pier Inc.

11. Instrument No. WE915190 registered 2013/08/08 – Transfer Easement in favour of Cogeco

Cable Canada GP Inc.


28

- 5 -

TAB D

29

- 6 -

Schedule A2


ONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

TUESDAY, THE 3rd

DAY OF MAY, 2016

B E T W E E N:





Applicants

- and –





Respondents



appointed receiver (the "Receiver") of the undertakings, property and assets of FISHERMEN’S



and Roger White and Pamela Kerry Hillier, as joint tenants (the "Purchaser") dated March 12,

2016 and appended to the First Report of the Receiver dated April 22, 2016 (the "Report"), and

30

- 7 -

vesting in the Purchaser the Debtor’s right, title and interest in and to the assets described in the

Sale Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto,

Ontario.









to the Purchaser.


















31

- 8 -






C hereto.





















32

- 9 -












____________________________________

33



ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and –





Respondents


RECITALS



(the "Receiver") of the undertaking, property and assets of FISHERMEN’S PIER INC. (the

“Debtor”).


purchase and sale made as of the 12th day of March, 2016 (the "Sale Agreement") between the

Receiver and Roger White and Pamela Hillier (the "Purchaser") and provided for the vesting in

the Purchaser of the Debtor’s right, title and interest in and to the Purchased Assets, which vesting

is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the

Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for

the Purchased Assets; (ii) that the conditions to Closing as set out in Schedules A and B (pages 6-

34

- 2 -

10), as amended, of the Sale Agreement have been satisfied or waived by the Receiver and the



the Sale Agreement.




2. The conditions to Closing as set out in Schedules A and B (pages 6-10), as amended, of

the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and



_________________, 2016





Per:

Name: Brahm Rosen

Title: President

35


1. PIN 17568−0408 (LT)

PART OF BURLINGTON BEACH EAST SIDE BEACH BLVD (UNREGISTERED) BEING PART 5

ON 62R19672; S/T EASEMENT AS IN WE915190; SUBJECT TO AN EASEMENT IN

GROSSOVER PTS 3 & 4 ON 62R19467 AS IN WE915193; CITY OF HAMILTON

Being all of PIN 17568−0408 (LT)


36























GP Inc.



to Horizon Utilities Corporation

9. Instrument No. WE915195 registered 2013/08/08 - Postponement from Merk Investments




Greenberg, Sam Kishenivsky and Stanbarr Services Limited in favour of Horizon Utilities

Corporation;

10. Instrument No. WE936702 registered on 2013/11/26 – Transfer from Fishermen’s Pier Inc. to




37

- 3 -





Ontario Ltd., Phyllis Korman and Robin Daniels in favour of Home Trust Company; and



and Marlene Underwood;



38

- 4 -






Cable Canada GP Inc.;

2. Instrument No. WE915193 registered 2013/08/08 – Transfer Easement in favour of Horizon

Utilities Corporation;


39

- 5 -

TAB E

40

- 6 -

Schedule A3


ONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

TUESDAY, THE 3rd

DAY OF MAY, 2016

B E T W E E N:





Applicants

- and –





Respondents






and John Morton and Christine Strohak as joint tenants (the "Purchaser") dated February 25, 2016

and appended to the First Report of the Receiver dated April 22, 2016 (the "Report"), and vesting

41

- 7 -

in the Purchaser the Debtor’s right, title and interest in and to the assets described in the Sale


Ontario.









to the Purchaser.


















42

- 8 -






C hereto.





















43

- 9 -












____________________________________

44



ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and -





Respondents


RECITALS



(the "Receiver") of the undertakings, property and assets of FISHERMEN’S PIER INC. (the

“Debtor”).


purchase and sale made as of the 25th day of February, 2016 (the "Sale Agreement") between the

Receiver and John Morton and Christine Strohak (the "Purchaser") and provided for the vesting

in the Purchaser of the Debtor’s right, title and interest in and to the Purchased Assets, which

vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver

to the Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price

for the Purchased Assets; (ii) that the conditions to Closing as set out in Schedules A and B (pages

6-9), as amended, of the Sale Agreement have been satisfied or waived by the Receiver and the


45

- 2 -


the Sale Agreement.




2. The conditions to Closing as set out in Schedules A and B (pages 6-9), as amended, of the

Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and



_________________, 2016





Per:

Name: Brahm Rosen

Title: President

46


1. PIN 17568−0410 (LT)

PART OF BURLINGTON BEACH EAST SIDE BEACH BLVD (UNREGISTERED) BEING PART

4 ON 62R19672; S/T EASEMENT AS IN WE915190; SUBJECT TO AN EASEMENT IN GROSS

OVER PTS 3 & 4 ON 62R19467 AS IN WE915193; CITY OF HAMILTON



47























GP Inc.









Corporation






48

- 3 -


Ontario Ltd., Phyllis Korman and Robin Daniels in favour of Home Trust Company






49

- 4 -





1. Instrument No. VM276668 registered 2008/06/13 – Transfer from Bruce Schneider and Sachia

Schneider to Fishermen’s Pier Inc.










8. Instrument No. WE907386 registered 2013/07/02 – APL (General) from Fishermen’s Pier Inc.

to amend description

9. Instrument No. WE907387 registered 2013/07/02 – APL (General) from Fishermen’s Pier Inc.

to amend description

10. Instrument No. WE908662 registered 2013/07/09 – APL Consolidate from Fishermen’s Pier

Inc.



12. Instrument No. WE915193 registered 2013/08/08 – Transfer Easement in favour of Horizon

Utilities Corporation


50

- 5 -

TAB F

51

- 6 -

Schedule A4 Court File No. CV-15-11061-00CL

ONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

TUESDAY, THE 3rd

DAY OF MAY, 2016

B E T W E E N:





Applicants

- and –





Respondents






and Olev Joachim Richling and Susan Elisabeth Richling as joint tenants (the "Purchaser") dated

March 17, 2016 and appended to the First Report of the Receiver dated April 22, 2016 (the

"Report"), and vesting in the Purchaser the Debtor’s right, title and interest in and to the assets

52

- 7 -

described in the Sale Agreement (the "Purchased Assets"), was heard this day at 330 University

Avenue, Toronto, Ontario.









to the Purchaser.



















Wentworth (No. 62) of an Application for Vesting Order in the form prescribed by the Land Titles

53

- 8 -

Act, the Land Registrar is hereby directed to enter the Purchaser as the owner of the subject real

property identified in Schedule B hereto (the “Real Property”) in fee simple, and is hereby


C hereto.























54

- 9 -










____________________________________

55



ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and –





Respondents


RECITALS




“Debtor”).



Receiver and Olev Joachim Richling and Susan Elisabeth Richling (the "Purchaser") and

provided for the vesting in the Purchaser of the Debtor’s right, title and interest in and to the

Purchased Assets, which vesting is to be effective with respect to the Purchased Assets upon the

delivery by the Receiver to the Purchaser of a certificate confirming (i) the payment by the

Purchaser of the Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set

out in Schedules A and B (pages 6-8), as amended, of the Sale Agreement have been satisfied or

56

- 2 -

waived by the Receiver and the Purchaser; and (iii) the Transaction has been completed to the

satisfaction of the Receiver.


the Sale Agreement.




2. The conditions to Closing as set out in Schedules A and B (pages 6-8), as amended, of the

Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and



_________________, 2016





Per:

Name: Brahm Rosen

Title: President

57


1. PIN 17568−0407 (LT)

PART BURLINGTON BEACH EAST SIDE BEACH BLVD (UNREGISTERED) BEING PART 3

ON 62R19672 S/T EASEMENT AS IN WE915190; SUBJECT TO AN EASEMENT IN GROSS

OVER PTS 3 & 4 ON 62R19467 AS IN WE915193; CITY OF HAMILTON



58























GP Inc.









Corporation

10. Instrument No. WE936701 registered on 2013/11/26 – Transfer from Fishermen’s Pier Inc. to




59

- 3 -





Ontario Ltd., Phyllis Korman and Robin Daniels in favour of Home Trust Company






60

- 4 -








3. Instrument No. WE915193 registered 2013/08/08 – Transfer Easement in favour of

Horizon Utilities Corporation


5. Instrument No. WE949365 registered 2013/11/26 – Transfer from Fishermen’s Pier Inc. to


61

- 5 -

TAB G

62

- 6 -

Schedule A5


ONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

TUESDAY, THE 3rd

DAY OF MAY, 2016

B E T W E E N:





Applicants

- and –





Respondents






and Darren Feener and Leanne Feener as joint tenants (the "Purchaser") dated March 5, 2016 and

appended to the First Report of the Receiver dated April 22, 2016 (the "Report"), and vesting in

63

- 7 -

the Purchaser the Debtor’s right, title and interest in and to the assets described in the Sale


Ontario.









to the Purchaser.


















64

- 8 -


Wentworth (No. 62) of an Application for Vesting Order in the form prescribed by the Land Titles

Act, the Land Registrar is hereby directed to enter the Purchaser as the owner of the subject real

property identified in Schedule B hereto (the “Real Property”) in fee simple, and is hereby


C hereto.





















65

- 9 -












____________________________________

66



ONTARIO


COMMERCIAL LIST





B E T W E E N:





Applicants

- and –





Respondents


RECITALS




“Debtor”).



Receiver and Darren Feener and Leanne Feener (the "Purchaser") and provided for the vesting in

the Purchaser of the Debtor’s right, title and interest in and to the Purchased Assets, which vesting

is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the

Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for

the Purchased Assets; (ii) that the conditions to Closing as set out in Schedules A and B (pages 6-

67

- 2 -

10), as amended, of the Sale Agreement have been satisfied or waived by the Receiver and the



the Sale Agreement.




2. The conditions to Closing as set out in Schedules A and B (pages 6-10), as amended, of

the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and



_________________, 2016





Per:

Name: Brahm Rosen

Title: President

68


1. PIN 17568−0409 (LT)

PART LOT 9 PL 321, BEING PARTS 1,2 ON 62R19672 S/T AS IN WE915190;; SUBJECT TO AN

EASEMENT IN GROSS OVER PTS 3 & 4 ON 62R19467 AS IN WE915193; CITY OF HAMILTON



69





and Marlene Underwood








in favour of Merk Investments Ltd., Robert Singer, Judy Singer, David Goldman, Fran

Sussman, Sam Sussman, Lori Eisen, Eddy Goldberg, Zipora Goldberg, Diane Kominek, Ivan

Kominek, Alice Kominek, Stephen Kominek, Diane Kominek, Kempston Grove Corp., David

Lazar, David Feig, Anna Orzakovski, Riwka Greenberg and Sam Kishenivsky













in favour of Cogeco Cable Canada GP Inc.





70


GP Inc.



12. Instrument No. WE1070007 registered 2015/10/02 – Construction Lien from PRO ICF INC.

13. Instrument No. 1079267 registered 2015/11/09 – Certificate of Action from PRO ICF INC.

71





1. Instrument No. VM276668 registered 2008/06/13 – Transfer from Bruce Schneider and

Sachia Schneider to Fishermen’s Pier Inc.














10. Instrument No. WE908662 registered 2013/07/09 – APL Consolidate from Fishermen’s

Pier Inc.




72

TAB G

73

Revised: January 21, 2014

DOCSTOR: 1201927\14

Schedule A6

(a) Court File No. CV-15-

11061-00CL

OONTARIO


COMMERCIAL LIST





THE HONOURABLE

JUSTICE

)

)

)

WEEKDAY, THE #

TUESDAY, THE 3rd

DAY OF MONTH, 20YRMAY,

2016

B E T W E E N:

PLAINTIFF

Plaintiff





Applicants

- and –

DEFENDANT

Defendant



Formatted: Normal, Indent: Left: 10.16 cm

Formatted: Font: Italic

Formatted: Normal, Centered


Formatted: Normal


74

- 2 -

DOCSTOR: 1201927\14



Respondents


THIS MOTION, made by [RECEIVER'S NAME]ROSEN GOLDBERG INC. in its

capacity as the Court-appointed receiver (the "Receiver") of the undertaking, property and assets

of [DEBTOR]FISHERMEN’S PIER INC. (the "Debtor") for an order approving the sale

transaction (the "Transaction") contemplated by an agreement of purchase and sale (the "Sale

Agreement") between the Receiver and [NAME OF PURCHASER]Paula Skowronski and

Graham Clarke as joint tenants (the "Purchaser") dated [DATE]April 2, 2016 and appended to

the First Report of the Receiver dated [DATE]April 22, 2016 (the "Report"), and vesting in the

Purchaser the Debtor’s right, title and interest in and to the assets described in the Sale Agreement

(the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Report and on hearing the submissions of counsel for the Receiver,

[NAMES OF OTHER PARTIES APPEARING],and counsel for the applicant(s), the

respondent(s), and PRO ICF Inc., no one appearing for any other person on the service list,

although properly served as appears from the affidavit of [NAME] sworn [DATE]service filed1: .

THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,2 and the

execution of the Sale Agreement by the Receiver3 is hereby authorized and approved, with such



1 This model order assumes that the time for service does not need to be abridged. The motion seeking a vesting order

should be served on all persons having an economic interest in the Purchased Assets, unless circumstances warrant a

different approach. Counsel should consider attaching the affidavit of service to this Order.

2 In some cases, notably where this Order may be relied upon for proceedings in the United States, a finding that the

Transaction is commercially reasonable and in the best interests of the Debtor and its stakeholders may be necessary.

Evidence should be filed to support such a finding, which finding may then be included in the Court's endorsement.

3 In some cases, the Debtor will be the vendor under the Sale Agreement, or otherwise actively involved in the

Transaction. In those cases, care should be taken to ensure that this Order authorizes either or both of the Debtor and

the Receiver to execute and deliver documents, and take other steps.


Formatted: Font: Bold







75

- 3 -

DOCSTOR: 1201927\14


to the Purchaser.

THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s certificate to

the Purchaser substantially in the form attached as Schedule A hereto (the "Receiver's


in the Sale Agreement [and listed on Schedule B hereto]4 shall vest absolutely in the Purchaser,

free and clear of and from any and all security interests (whether contractual, statutory, or

otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or

otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not

they have attached or been perfected, registered or filed and whether secured, unsecured or

otherwise (collectively, the "Claims"5)") including, without limiting the generality of the

foregoing: (i) any encumbrances or charges created by the Order of the Honourable Justice

[NAME]Hainey dated [DATE];October 14, 2015; (ii) all charges, security interests or claims

evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other

personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of which

are collectively referred to as the "Encumbrances", which term shall not include the permitted

encumbrances, easements and restrictive covenants listed on Schedule D) and, for greater

certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased

Assets are hereby expunged and discharged as against the Purchased Assets.

THIS COURT ORDERS that upon the registration in the Land Registry Office for the [Registry

Division of {LOCATION} of a Transfer/Deed of Land in the form prescribed by the Land

Registration Reform Act duly executed by the Receiver][Land Titles Division of

{LOCATION}Hamilton Wentworth (LRO No. 62) of an Application for Vesting Order in the

4 To allow this Order to be free-standing (and not require reference to the Court record and/or the Sale Agreement), it

may be preferable that the Purchased Assets be specifically described in a Schedule.

5 The "Claims" being vested out may, in some cases, include ownership claims, where ownership is disputed and the

dispute is brought to the attention of the Court. Such ownership claims would, in that case, still continue as against

the net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could also be vested out,

if the Court is advised what rights are being affected, and the appropriate persons are served. It is the Subcommittee's

view that a non-specific vesting out of "rights, titles and interests" is vague and therefore undesirable.




76

- 4 -

DOCSTOR: 1201927\14

form prescribed by the Land Titles Act and/or the Land Registration Reform Act]6, the Land

Registrar is hereby directed to enter the Purchaser as the owner of the subject real property

identified in Schedule B hereto (the “Real Property”) in fee simple, and is hereby directed to

delete and expunge from title to the Real Property all of the Claims listed in Schedule C hereto.

THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims,

the net proceeds7 from the sale of the Purchased Assets shall stand in the place and stead of the

Purchased Assets, and that from and after the delivery of the Receiver's Certificate all Claims and

Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets with the same

priority as they had with respect to the Purchased Assets immediately prior to the sale8, as if the

Purchased Assets had not been sold and remained in the possession or control of the person having

that possession or control immediately prior to the sale.

THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of the


THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information

Protection and Electronic Documents Act, the Receiver is authorized and permitted to disclose

and transfer to the Purchaser all human resources and payroll information in the Company's records

pertaining to the Debtor's past and current employees, including personal information of those

employees listed on Schedule "●" to the Sale Agreement. The Purchaser shall maintain and protect

the privacy of such information and shall be entitled to use the personal information provided to it

in a manner which is in all material respects identical to the prior use of such information by the

Debtor.

THIS COURT ORDERS that, notwithstanding:

6 Elect the language appropriate to the land registry system (Registry vs. Land Titles).

7 The Report should identify the disposition costs and any other costs which should be paid from the gross sale

proceeds, to arrive at "net proceeds".

8 This provision crystallizes the date as of which the Claims will be determined. If a sale occurs early in the insolvency

process, or potentially secured claimants may not have had the time or the ability to register or perfect proper claims

prior to the sale, this provision may not be appropriate, and should be amended to remove this crystallization conce pt.


77

- 5 -

DOCSTOR: 1201927\14

the pendency of these proceedings;

any applications for a bankruptcy order now or hereafter issued pursuant to the Bankruptcy

and Insolvency Act (Canada) in respect of the Debtor and any bankruptcy order

issued pursuant to any such applications; and

any assignment in bankruptcy made in respect of the Debtor;








THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the application

of the Bulk Sales Act (Ontario).

THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or

administrative body having jurisdiction in Canada or in the United States to give effect to this

Order and to assist the Receiver and its agents in carrying out the terms of this Order. All courts,

tribunals, regulatory and administrative bodies are hereby respectfully requested to make such

orders and to provide such assistance to the Receiver, as an officer of this Court, as may be

necessary or desirable to give effect to this Order or to assist the Receiver and its agents in carrying

out the terms of this Order.

____________________________________

78


DOCSTOR: 1201927\14


(b)

Court File No. __________CV-15-11061-

00CL

ONTARIO


COMMERCIAL LIST





B E T W E E N:

PLAINTIFF

Plaintiff





Applicants

- and –-

DEFENDANT

Defendant





Respondents


RECITALS

Formatted: Normal, Centered, Don't hyphenate, Tab

stops: 0 cm, Left + 8.89 cm, Left + 16.51 cm, Right

Formatted: Condensed by 0.15 pt


Formatted: Font: Italic


Formatted: Normal, Centered, Keep lines together,

Don't hyphenate, Tab stops: 8.25 cm, Centered



stops: 0 cm, Left + 2.54 cm, Left + 9.65 cm, Left +

10.16 cm, Left

Formatted: Normal, Don't hyphenate, Tab stops: 0 cm,

Left + 2.54 cm, Left + 9.65 cm, Left + 10.16 cm, Left


Formatted: Normal, Don't hyphenate, Tab stops: 0 cm,

Left + 2.54 cm, Left + 9.65 cm, Left + 10.16 cm, Left




stops: 8.25 cm, Centered


79

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DOCSTOR: 1201927\14

A. Pursuant to an Order of the Honourable [NAME OF JUDGE]Hainey of the Ontario

Superior Court of Justice (the "Court") dated [DATE OF ORDER], [NAME OF

RECEIVER]October 14, 2015, ROSEN GOLDBERG INC. was appointed as the receiver (the

"Receiver") of the undertaking, property and assets of [DEBTOR]FISHERMEN’S PIER INC. (the

“Debtor”).

B. Pursuant to an Order of the Court dated [DATE],May 3, 2016, the Court approved the

agreement of purchase and sale made as of [DATE OF AGREEMENT]the 2nd day of April, 2016

(the "Sale Agreement") between the Receiver [Debtor] and [NAME OF PURCHASER]Paula

Skowronski and Graham Clarke (the "Purchaser") and provided for the vesting in the Purchaser

of the Debtor’s right, title and interest in and to the Purchased Assets, which vesting is to be

effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser

of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for the Purchased

Assets; (ii) that the conditions to Closing as set out in section ●Schedule A (pages 6-8) of the Sale

Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the

Transaction has been completed to the satisfaction of the Receiver.


the Sale Agreement.




2. The conditions to Closing as set out in section ●Schedule A (pages 6-8) of the Sale

Agreement have been satisfied or waived by the Receiver and the Purchaser; and


4. This Certificate was delivered by the Receiver at ________ [TIME] on _______

[DATE].___________a.m./p.m. on _________________, 2016






Formatted: Normal, Indent: Left: 0 cm, Hanging: 1.27

cm, Line spacing: 1.5 lines

80

- 2 -

DOCSTOR: 1201927\14

[NAME OF RECEIVER],ROSEN

GOLDBERG INC, in its capacity as Receiver

of the undertakingundertakings, property

and assets of [DEBTOR],FISHERMEN’S

PIER INC., and not in its personal or

corporate capacity

Per:

Name: Brahm Rosen

Title: President

81


DOCSTOR: 1201927\14


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DOCSTOR: 1201927\14


83

DOCSTOR: 1201927\14




84

TAB 1

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ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST · 2016-10-07 · court file no. cv-15-11061-00cl...

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Transcript of ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST · 2016-10-07 · court file no. cv-15-11061-00cl...