Court File and Parties
SUPERIOR COURT OF JUSTICE – ONTARIO [Commercial List]
IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF LJM DEVELOPMENTS (HAMILTON) INC.
BEFORE: Justice Jana Steele
COUNSEL: Jeffrey Larry, Ryan Shah & Muhammad Ahsan, for the Applicant LJM Developments (Hamilton) Inc. Ronald Flom, for the Applicant (In Related Proceedings) Amir Khan, for the Respondent, Wentworth Standard Condominium Corp. No. 664 Raj Sahni & Jamie Ernst, for the Monitor KPMG Inc. Adam Slavens, for Tarion Warranty Corporation Jaspal Sangha, for Colour of Painting Ltd. Varoujan Arman, for Maple Terrazzo Marble & Tile Partnership Madhavi Gupta, Appearing for Home Construction Regulatory Authority Steve Weisz, for the City of Hamilton Robert Trifts, for LJM Companies (except LJM Hamilton Inc.) James Dunn, for SM Cladding Solutions Inc. Akhil Shah, for the Carpenters Union Raphael Fernandes, for Classic Tile Contractors Ltd. Liz Pillon, Philip Yang & Brittney Ketwaroo, for Aviva and DIP Lender Fernando Souza, for Speedy Electrical Contractors Ltd. Huda Laiq & Syed Tariq Izhar, Self-Represented Respondents
HEARD: April 8, 2026
Endorsement
1The applicant, LJM Developments (Hamilton) Inc. (“LJM Hamilton” or the “Applicant”) seeks three orders:
a. A Sales Process Order, which will enable the Applicant to sell unsold condominium units in its Project (defined below) without the need to return to court for an approval and vesting order in each instance as long as the purchase price for the unit exceeds a minimum threshold price (the unit’s “Target Price”);
b. A Lien Claims Process Order, which sets out the liens claim process to be conducted by the Monitor to facilitate the evaluation of the quantum and validity of any construction lien claims related to the unsold condominium units; and
c. An Ancillary Relief Order, which, among other things, extends the stay of proceedings, authorizes further advances under the second DIP facility, stays proceedings commenced by the Home Construction Regulatory Authority (the “HCRA”), seals the Target Price List, and approves Monitor reports.
2The motion first came before me on March 31, 2026. The motion was opposed by a number of parties, including certain construction lien claimants. At the March 31, 2026 attendance, I extended the stay to April 8, 2026. However, I adjourned the balance of the relief sought to April 8, 2026 and directed the parties to have discussions to attempt to resolve or narrow the issues among them. At the return of the motion, following discussions between the parties, the Applicants revised the terms of the orders sought.
3The Applicant’s revised proposed orders were not opposed, other than with regard to two issues:
a. Certain construction lien claimants continue to seek access to the Target Price List, which the Applicant and Monitor ask the court to seal; and
b. HCRA opposes the Applicant’s request to stay its proceedings.
4For the reasons set out below the three orders sought by the Applicant are granted, subject to a change to the Ancillary Order addressed in para. 21 below.
Background
5On February 10, 2026, the Court granted the Applicant protection under the Companies’ Creditors Arrangement Act (“CCAA”) pursuant to an Initial Order.
6The Initial Order has been amended and restated twice, most recently on February 27, 2026, which extended the stay of proceedings to April 3, 2026 (which stay was extended to April 8, 2026 by order on March 31, 2026) and authorized the Applicant to draw up to $1.6 million under the Second DIP Facility.
7Following the attendance on April 8, 2026, I granted the stay extension to July 3, 2026, with reasons to follow.
8The Applicant is a single purpose corporation, incorporated under the Business Corporations Act, R.S.O. 1990, c. B.16, with its registered office located in Burlington, Ontario. It was established to develop a residential condominium development known as LJM Tower in Hamilton, Ontario (the “Project”). The Project is substantially complete. However, there are about 55 unsold condominium units in the Project (the “Unsold Units”). A number of construction and condominium fee liens have been registered on title to the Unsold Units.
9The Home Construction Regulatory Authority (“HCRA”) regulates new home vendors pursuant to the New Home Construction Licensing Act, 2017 (“NHCLA”).
Analysis
10As noted above, there is no opposition to the Orders sought, other than the two issues set out above. I will address the two issues first, then address why I am satisfied that the three orders should be granted.
Are construction lien claimants entitled to receive a copy of the Target Price List?
11The Applicant and the Monitor have established a Target Price List for the Unsold Units. It is confidential appendix A to the Monitor’s Second Report. It contains, among other things, a list of the 55 Unsold Units, the size of each unit, number of bedrooms and bathrooms, and the minimum target price in respect of each Unsold Unit. This price has been set as a floor for each Unit so that the Unsold Units can be sold to purchasers without the need to attend at Court to obtain an approval and vesting order in respect of each proposed unit sale, as long as the price exceeds the minimum for such unit.
12First, the Monitor seeks the sealing of Confidential Appendix A, which is appropriate. The sealing order that is sought satisfies the test set out in Sherman Estate v. Donovan, 2021 SCC 25, at para. 38.
13Confidential Appendix A contains highly sensitive commercial information. It is appropriate to seal the appendix to prevent any negative impact on the efforts of the Applicant to obtain the highest price possible for each Unsold Unit. There is no reasonable alternative measure to protect this highly confidential commercial information. As noted by the Applicant, if the pricing information was made public, it would compromise the Applicant’s ability to obtain the best price for the Unsold Units because it would, in effect, permit a potential purchaser to know the “minimum price” at which the Applicant would be prepared (with the Monitor’s approval) to sell each unit. No stakeholder will be materially prejudiced by the requested sealing order, which applies to only a limited amount of information. Further the sealing order is time limited. It will cease to apply once all of the Unsold Units have been sold. I am satisfied that the benefits of the proposed sealing order outweigh the negative effects of the order.
14The Monitor supports the proposed sealing order. The Monitor recommends, at para. 17 of the Supplement to the Second Report: “In the Monitor’s view, the Target Price List must be guarded and disclosed under strict non-disclosure agreements, with a very narrow permitted use clause, and only in circumstances where recipients of the information have demonstrated to the satisfaction of the Applicant and the Monitor or this Court as to their actual need for such information.” I agree.
15Certain lien claimants seek either disclosure of the Target Price List, subject to execution of a non-disclosure agreement, or disclosure of the methodology and analysis underlying the Target Price List.
16The Monitor, in the Supplement to the Second Report, sets out the Monitor’s analysis of the Target Price List. In developing the Target Price List, the Applicant and the Monitor considered, among other things, prices obtained for condominium units that were sold before these proceedings commenced and sales data for comparable developments in the region. The Monitor engaged its Real Estate team, consisting of professionals with significant expertise, in developing the Target Price List. The Monitor’s Supplement to the Second Report indicates, at para. 14, that the Target Prices for each Unsold Unit “are reasonable given current market conditions and the implementation of the Unit Sales Process would be accretive to the Applicant’s estate and in the best interests of the Applicant’s stakeholders.” Further, as noted by the Monitor, the Monitor’s oversight will continue as the sale process unfolds. For each Unsold Unit, the Monitor will have to review any proposed sale.
17The Target Price List is a highly confidential document, which is now the subject of a sealing order. The sealing Order permits disclosure prior to the sale of all the Unsold Units in the event of further court order. The Monitor, as the “eyes and ears” of the Court can make recommendations to the court, when and if appropriate, and on what terms, the Target Price List may be disclosed to a given stakeholder. So far, no such recommendation has been made.
Should the Court make an Order staying the HRCA Notice?
18On or about November 28, 2025, the HCRA issued a Notice of Proposal to Renew/Revoke a Licence (“NOP”) to LJM Hamilton and seven related entities pursuant to s. 40(1)(a) of the NHCLA. The conclusion set out in the NOP is as follows:
For the reasons stated above, and further to the mandate of the HCRA under section 3(3) of the NHCLA to maintain a fair, safe and informed marketplace and promote the protection of the public interest, the Registrar maintains that the LJM Development Group are not entitled to be licenced under the NHCLA.
19LJM Hamilton, and the seven related entities, have appealed the NOP to the Licence Appeal Tribunal (the “LAT”). The hearing of the appeal by the LAT (the “LAT Appeal”) has not yet been scheduled.
20As a result of the appeal of the NOP, the HCRA Notice is presently stayed.
21LJM Hamilton seeks the application of the CCAA stay to the NOP and LAT Appeal and seeks specific language in the proposed Order to address this issue. While I accepted the language in the draft Order confirming that the NOP and the LAT Appeal are stayed as against the Applicant, I did not include the declaratory language in the Order requested by the Applicant. The proposed language would have the court declare that the Applicant’s HCRA license is active, and continues to be active during the stay period, provided the Applicant complies with certain conditions. It was unclear based on the materials why the additional declaratory language was required and whether the court could grant it. Specific submissions were not made on this language at the hearing. If the Applicant remains of the view that it is necessary and appropriate, a further attendance before the Court may be requested.
22Under s. 11.1(2) of the CCAA a stay of proceedings granted under the CCAA does not affect proceedings before a “regulatory body,”1 other than the enforcement of a payment ordered by the regulatory body or the court.
23Section 11.1(3) of the CCAA sets out the exception to section 11.1(2):
On application by the company and on notice to the regulatory body and to the persons who are likely to be affected by the order, the court may order that subsection (2) not apply in respect of one or more of the actions, suits or proceedings taken by or before the regulatory body if in the court’s opinion
a) a viable compromise or arrangement could not be made in respect of the company if that subsection were to apply; and
b) it is not contrary to the public interest that the regulatory body be affected by the order made under section 11.02.
24HCRA submits that the regulatory stay is not necessary because the LAT has sufficient discretion to account for the CCAA proceedings in deciding the appeal and can impose conditions. HCRA states that it would request that the LAT make a disposition with conditions allowing the Applicant to dispose of its remaining inventory provided that the Applicant remains subject to the supervision of the court and the Monitor. HRCA points out that the Applicant has full use of its license at present until the LAT issues a final decision and therefore submits that there is no imminent risk to the Applicant’s licence.
25While there may be no imminent risk, the timing remains uncertain. I am concerned that without the stay a viable compromise or arrangement may not be possible. Any purchaser buying through the sale process needs certainty that it will acquire good title to the units. Among other things, continuation of the licence is vital to that process. There cannot be a risk that at any moment the Applicant’s licence can be revoked. Purchasers of condo units will likely require more certainty.
26In BZAM Ltd. Plan of Arrangement, 2024 ONSC 1645, Osborne J. (as he then was) granted a regulatory stay over the Applicants’ cannabis licences, noting, at para. 49, that “[t]he cannabis licences of the Applicants are among their most valuable assets” and are “required to permit the Applicants to continue operating their underlying business.” Similarly, the Applicants in the instant case need to maintain their HCRA licence to sell the Unsold Units.
27The Monitor noted in in its Second Report: “The Monitor understands that if the HCRA license were to be cancelled or revoked, the Applicant would be unable to sell the Unsold Units, severely impairing its ability to operate as a going concern. In the Monitor’s view, such an outcome would be counterproductive to the objectives of these CCAA Proceedings, as it would impede the Applicant’s restructuring efforts, and hinder the Applicant’s ability to maximize recoveries for the benefit of its creditors and other stakeholders.”
28HCRA submits that it is contrary to the public interest for the court to order a stay under s. 11.1(3) of the CCAA because of the potential impact on other related companies subject to the LAT Appeal. HCRA acknowledges that the supervision of the Monitor and the Court would address concerns regarding financial responsibility insofar as it applies to the Applicant but not the other seven related entities. HCRA submits that if the stay were granted in respect of the Applicant, it would likely result in a stay for the other seven related companies because the LAT has decided to hear the appeals from the eight members of the LJM Group together.
29The order sought by the Applicant only stays the NOP and LAT Appeal in respect of the Applicant. It does not stay the order in respect of the related companies. I am satisfied that it is not contrary to the public interest for the court to order the requested stay in these CCAA proceedings, which applies only to the Applicant.
Should the Other Relief sought be granted?
(i) Proposed Unit Sale Process
30As set out above, there is no opposition to the other relief sought. The following addresses such other relief.
31Under the proposed Unit Sale Process, the Applicant, with the consent of the Monitor, can enter into agreements of purchase and sale in the form of a template, with any necessary minor amendments (approved by the Monitor), and sell any Unsold Units provided that the total consideration in respect of a given unit is not less than the Target Price for that unit.
32I am satisfied that the Court should approve the Unit Sales Process. In the normal course, the Applicant would have to bring a motion for each transaction to sell an Unsold Unit. There are 55 Unsold Units, which would result in numerous court appearances and additional cost, reducing the net proceeds available to creditors.
33The Court has approved similar mechanisms in insolvency proceedings involving the sale of multiple units in a real estate development: See for example, Cameron Stephens Mortgage Capital Ltd. v. 2011836 Ontario Corp. CV-23-00710795-00CL (Order and Endorsement of Justice J. Dietrich, December 19, 2025), leave to appeal denied, 2026 ONCA 77; KingSett Mortgage Corporation and Dorr Capital Corporation v. Vandyk – Uptown Limited et al, CV-23-00709180-00CL (Order of Justice Myers, dated October 16, 2025).
34The CCAA confers broad powers on the Court to facilitate restructurings. As noted by Morawetz J. in Nortel Networks Corporation (Re), 2009 39492 (ON SC), 55 CBR (5th) 229, at para. 47, in concluding (at para. 48) that the court can authorize a sale under the CCAA where there is no plan: “[t]he CCAA is intended to be flexible and must be given a broad and liberal interpretation to achieve its objectives.” In Nortel the Court accepted, at para. 49, that the following factors should be considered by the court in determining whether to approve a sale:
a. Is a sale transaction warranted at this time?
b. Will the sale benefit the whole “economic community”?
c. Do any of the debtors’ creditors have a bona fide reason to object to a sale of the business?
d. Is there a better viable alternative?
35In determining whether to approve a proposed sale process, the court will also consider the factors set out in s. 36(3) of the CCAA:
a. Whether the process leading to the proposed sale or disposition was reasonable in the circumstances;
b. Whether the monitor approved the process leading to the proposed sale or disposition;
c. Whether the monitor filed with the court a report stating that in their opinion the sale or disposition would be more beneficial to the creditors than a sale or disposition under a bankruptcy;
d. The extent to which the creditors were consulted;
e. The effects of the proposed sale or disposition on the creditors and other interested parties; and
f. Whether the consideration to be received for the assets is reasonable and fair, taking into account their market value.
36The Project is a 16-story building comprising 313 residential condominium units. As set out above, all have been sold but the 55 Unsold Units. Prior to these proceedings, the Applicant had engaged real estate brokers, including EXP Realty Inc., to market the condominium units. The Monitor’s Second Report indicates its understanding that the Applicant intends to engage EXP Realty in respect of a number of Unsold Units given EXP Realty’s familiarity with the Project. The Monitor supports the Applicant’s ability to engage real estate brokers to sell the Unsold Units, as it would in the ordinary course. As noted in the Second Report, the Monitor intends to continue to assess the marketing and selling efforts of the brokers that are engaged to sell the Unsold Units.
37The Monitor supports the proposed Unit Sale Process. Among other things, it will facilitate an efficient sale process for the Unsold Units, and any proposed transactions will have to be approved by the Monitor and meet or exceed the applicable minimum price in the Target Price List.
38I am satisfied that the Unit Sale Process satisfies the Nortel criteria and the factors set out in section 36(3) of the CCAA. Among other things, the proposed Unit Sale Process will allow the Applicant to sell the Unsold Units in an efficient, cost effective, and uniform manner. The Monitor and Surety DIP Lender both support the proposed Unit Sale Process, and no one opposes the proposed process. As noted, the Unit Sale Process is designed to ensure that condo units are sold for at least the Target Price.
(ii) Construction Lien Claims Process
39The Applicants seek approval of a Lien Claims Process, which sets out the proposed claim process for lien claimants.
40The court has routinely granted claims procedure orders: Re Toys “R” us (Canada) Ltd., 2018 ONSC 609, at para. 8. The CCAA gives the court a broad, discretionary jurisdiction, recognizing the need for practicality in fast-moving insolvency matters: 9354-9186 Québec inc. v. Callidus Capital Corp., 2020 SCC 10, at para. 48.
41The Court has the jurisdiction under s. 11 of the CCAA to make any order it considers appropriate in the circumstances. Under s. 12 of the CCAA, “[t]he court may fix deadlines for the purposes of voting and for the purposes of distributions under a compromise or arrangement.” Together these provisions give the court the jurisdiction to make an order approving a process for the solicitation and determination of claims.
42The Order sought is similar to past Orders made by the Court in respect of a process to address construction lien claims. The proposed Order contemplates that each person claiming a construction lien shall file their proof of lien claim within 30 days of the Order, and, if applicable, dispute the Monitor’s determination of their claim within 30 days of the determination having been made.
43As noted above, there are several construction lien claimants. However, there is no objection to the proposed Lien Claims Process Order (as revised).
44The Lien Claims Process proposed is consistent with the purposes of a claims process in an insolvency. In particular, it should be “efficient and flexible” so that the “claims of creditors can be established expeditiously with a view to distribution of available assets as soon as reasonably possible:” Computershare Trust Company of Canada v. Cookstown Holdings Ltd., 2014 ONSC 685, at para. 13.
45Further, as noted by the Applicant, the proposed Lien Claims Process will minimize litigation and conserve judicial resources.
46I am satisfied that the proposed Lien Claims Process should be approved.
(iii) Extension of Stay of Proceedings
47As noted above, following the attendance on April 8, 2026, I granted an order extending the stay to July 3, 2026, with reasons to follow.
48Section 11.02(2) of the CCAA confers on the Court broad jurisdiction to extend a stay of proceedings “for any period that the court considers necessary.” Section 11.02(3) of the CCAA provides that the court shall not grant the order extending the stay unless the court is satisfied that circumstances exist that make the order appropriate, and the applicant has acted and continues to act in good faith and with due diligence.
49I am satisfied that the stay extension should be granted. The Project is near completion, and the Applicant needs to realize on the remaining Unsold Units. The Applicant has worked with the Monitor in good faith and with due diligence to develop the Unit Sale Process and the Construction Lien Claims Process. The Applicant has also started work on the remaining construction steps for the Project.
(iv) Authorization to draw up to $2.5 million under the Second DIP Facility
50The Applicant seeks authorization to draw up to the maximum under the Second DIP Facility ($2.5 million).
51Section 11.2(4) of the CCAA sets out the factors for the court to consider in determining whether to make an order for interim financing:
a. the period during which the company is expected to be subject to proceedings under this Act;
b. how the company’s business and financial affairs are to be managed during the proceedings;
c. whether the company’s management has the confidence of its major creditors;
d. whether the loan would enhance the prospects of a viable compromise or arrangement being made in respect of the company;
e. the nature and value of the company’s property;
f. whether any creditor would be materially prejudiced as a result of the security or charge; and
g. the monitor’s report, if any.
52I am satisfied that the increase to the Second DIP Facility should be authorized. Among other things, the Monitor supports this relief, and the requested borrowing is required to meet the Applicant’s obligations as set out in the revised cash flow forecast. The Applicant does not have any other reasonable means of satisfying its near-term obligations while the Applicant tries to sell the Unsold Units in accordance with the Unit Sales Process.
(v) Approval of Monitor’s Reports and Activities
53The Monitor seeks approval of its First Report, Second Report and Supplement to the Second Report and the activities set out therein.
54The Court in Re Target Canada Co., 2015 ONSC 7574, at paras. 22-23, identified several good policy and practical reasons for court officers to routinely seek court approval of their reports and activities.
55The Monitor has conducted its activities in accordance with the Second ARIO. I am satisfied that the activities of the Monitor set out in the reports were reasonable and undertaken in good faith and should be approved.
56Three Orders to go in the form signed by me today, with immediate effect.
Justice Jana Steele
Date: April 9, 2026