CITATION: Huismans v. Huismans, 2026 ONSC 462

COURT FILE NO.: CV-24-97983

DATE: 2026/01/23

SUPERIOR COURT OF JUSTICE – ONTARIO

RE: Peter Huismans, Applicant

AND

William Huismans and Huismans Poultry Farm Ltd., Respondents

BEFORE: Mr. Justice Stanley J. Kershman

COUNSEL: D. Cutler, for the Applicant

J. F. Lalonde and A. Donaldson, for the Respondents

HEARD: November 17 and December 12, 2025 via Zoom

reasons for decision on application

and cross application

KERSHMAN J.

Introduction

1This is an application by Peter Huismans (“Peter”) for various relief pursuant to the order of Justice McLean dated March 25, 2025 (“McLean Order” or “Order”). There is a cross application by William Huismans (“Willie”) and Huismans Poultry Farm (“HPF”).

2Both applications deal with the shares and assets owned by HPF, which are subject to the McLean Order in CV-24-00097983 (“983”).

3For greater clarity, the application by Peter in 983 is different from the cross application by Willie in CV-24-00097329 (“329”). Furthermore, the McLean Order in 983 is different than the McLean Order in 329. For the purpose of both the application and the cross application the McLean Order that is being dealt with is the McLean Order in 983 and not 329. This decision relates to both Peter’s application in 983 and William’s cross application in 329.

Factual Background

4This litigation involves two brothers, Peter and Willie. The family has been in the poultry farm business for approximately 50 years. It was started by their family and is now operated by Peter and Willie. The duties of running the operation were divided between the two brothers with Peter handling the financial and administration matters of the business and Willie handling the day-to-day operation of running the farm operation together with several employees.

5HPF is a corporation that is owned equally by Peter and Willie save and except that Willie owns 1 more Class A preferred share than Peter. Each of them owns 1 Class B common share.

6The parties worked well together until approximately 2023 when the relationship became strained, and they could no longer work together. An action was commenced by Willie against Peter being CV-24-00096423-0000 (“423”) in which Willie claimed that his brother had committed financial improprieties as related to HPF (“Misappropriation Action” or “423”). That is a separate action from 983 and 329. The parties agreed that the Misappropriation Action was not before the court, and no decisions would be made in relation to 423.

7There is presently a loan of approximately $6 million owing to the Bank of Nova Scotia (“Bank”), which is in default. Arrangements have been made to keep the loan in good standing subject to various notices of default that have been issued by the Bank. Counsel for the Bank attended the proceedings and the Bank agreed to stay further proceedings pending the outcome of the application and cross application.

8At the hearing for 983 and 329, the court asked if the transactions contemplated by the application in 983 and the cross application in 329 were dealt with, (i) whether there would be any holdback, or (ii) whether any other action would be taken to withhold money from Peter as either security, including some other carve out from the money that Peter was entitled to in 983. Counsel for Willie advised that there would be no holdback, carve out, or security required and that no action would be taken with respect of Peter’s share of the proceeds of 983 and/or 329 in relation to whatever sales occurred.

McLean Order of March 25, 2025

9Litigation was commenced in 983 and 329 by the brothers against each other and/or HPF.

10On February 25, 2025, Peter and Willie agreed to a court ordered process for the separation of their interests in HPF. That agreement was confirmed and formalized by a consent order made by Justice McLean on March 25, 2025.

11The following is a copy of the order:

Issues on the Application and Cross Application

1. What does the language of the McLean Order mean and how should it be implemented?

2. For 1789 Huismans Road and the Egg Quota, should the Virk Poultry Farm Ltd., In Trust (“Virk”) offer of July 16, 2025 be completed or should the Rocky Hill Farms Inc. (“Rocky Hill”) offer of August 21, 2025 be completed?

3. What should happen with any expired offers made for the other properties?

Information Provided by Counsel at the Hearing

12The court notes that in Willie’s cross application in 329, in his factum at paragraph 79(f), part of the relief requested was a variation of the McLean Order. At the hearing of the matter, Willie’s counsel advised the court that he was not seeking a variation of the terms of the McLean Order.

13At the hearing, the parties were asked the following questions and provided the following answers:

THE COURT: So, based on the decision that the Court makes, are the parties prepared to follow that decision? Or, if the decision goes one way or the other, is the other side not gonna be prepared to sign the documents?

D. CUTLER: My client will sign whatever the Court requires to allow transactions to proceed, particularly with the bank debt owed.

THE COURT: Mr. Lalonde?

J.F. LALONDE: I would say the same thing, and I – my client will sign whatever he’s required to sign by order of the Court.

Issue#1: What does the Language of the McLean Order Mean and How Should it be Implemented?

Peter’s Position

14Peter argues that the Order is clear as to what is to be done in relation to the shares and the assets of HPF. If there is not a sale of shares to Willie, then there is to be a sale of assets to third parties who have provided bona fide, commercially reasonable offers at Peter’s sole discretion.

15Peter takes the position that he wants the McLean Order to be followed and argues that pursuant to the McLean Order, Willie has not, within the time limit, provided his offer to purchase Peter’s shares in accordance with the above.

16Peter argues that the Order was made on consent with the benefit of counsel, and it is clear as to what the various terms were. He argues that since Willie has not followed the steps to purchase the shares, that the relief in Peter’s application should be granted.

17Peter argues that Willie has not exercised his two rights of refusal to purchase the shares of HPF in accordance with the McLean Order and accordingly, Peter should be able to sell the assets of HPF to third party buyers who have provided bona fide agreements of purchase and sale that are commercially reasonable. In the event that those agreements of purchase and sale cannot be amended to allow them to be completed, Peter seeks the right to execute the sale of any assets of HPF to third parties that he deems advisable in his sole discretion. He also seeks a declaration that Willie has failed to exercise his right to purchase Peter’s shares in HPF as contemplated by the McLean Order.

18Peter also seeks an order that once the sales are completed, the net proceeds after paying all the liabilities, including the Bank and subject to adjustments, shall be distributed equally between Peter and Willie.

Peter’s Position

19Willie argues that pursuant to paragraph four of the McLean Order that he has exercised his first right of refusal to purchase the shares in HPF and accordingly, he now wishes to do so by way of selling at minimum the poultry farm operation and egg quota to the Virk for $23,610,120 and after the payment of liabilities to pay out Peter the sum of $16,421,484 subject to adjustments.

20Willie argues that after paying the corporate debts, there will be enough monies from the Virk transaction to pay Peter $16,421,484, subject to adjustments, which both Peter and Willie agreed were bona fide and commercially reasonable value of Peter’s capital stock in HPF. In exchange, HPF would receive Peter’s shares and Willie would become a 100% shareholder in the operations. At the same time, Peter would resign as an officer, director and employee of HPF.

21Willie argues that his proposal is the safest, simplest, most cost-effective, and timely way for each party to get what they desire. He argues that this results in Peter fully divesting himself from HPF in exchange for the fair market value of shares and will allow Willie and his family to continue to operate some kind of poultry business in HPF.

22Willie also argues that if the Virk sale is not allowed to close, he will lose his family legacy in the poultry farm business, which his son and daughter-in-law are interested in operating with Willie.

Analysis

The McLean Order

23Paragraph number 1 of the Order provides that Willie shall make reasonable and good efforts to enter into a binding agreement of purchase and sale for the sale of Peter’s shares in the capital of HPF with Peter as seller and Willie as buyer, on or before May 25, 2025.

24The court finds that this means that Willie would be purchasing Peter’s shares of HPF. The time limit requires that the share agreement of purchase and sale be entered into by May 25, 2025. The uncontradicted evidence is that a share purchase agreement was not entered into.

25Paragraph number 2 of the Order says that if the share agreement of purchase and sale is not entered into by May 25, 2025, (which it was not), that the operational and real estate assets of HPF were to be marketed by Peter on behalf of Willie and Peter and sold to either a third party or third parties with the proceeds being distributed equally between Peter and Willie.

26The court finds that this paragraph means that the assets of HPF were to be sold by HPF and then the proceeds of the sale were to be distributed by HPF equally between Peter and Willie, after payment of the liabilities and subject to adjustments.

27Since the share agreement of purchase and sale was not entered into between Willie and Peter as set out in paragraph 1, paragraph number 3 of the Order is not applicable for the purpose of this analysis.

28Paragraph number 4 of the Order says that if one or more bona fide offers from third parties are received to purchase the operational and real estate assets of HPF or a portion thereof are received by HPF on or after May 25, 2025, Peter has the sole decision-making authority with respect to HPF accepting such bona fide and commercially reasonable offer or offers in his sole discretion, subject to only Willie having the right to purchase Peter’s shares in HPF on substantially the same further terms as all such offer or offers with respect to the timing and at a price based on the value of half of the purchase price contemplated by such offer or offers if those offers were deemed acceptable to Peter.

29At that point, Willie had the right to purchase the shares of HPF within 15 business days after Peter provided notice to Willie of his intention to accept such third-party offer or offers.

30The court finds that Peter could either sell his shares to Willie by agreement pursuant to paragraph one. If that did not occur, then Peter had the right to market the assets of HPF, bearing in mind that he had the sole decision-making authority with respect to HPF accepting a bona fide and commercially reasonable offer or offers in his sole discretion. Once that occurred, Willie had a second opportunity to purchase all of Peter’s shares on substantially the same terms as all of the offer or offers with respect to timing and price within 15 business days of receiving notice of Peter’s intention to accept the third party offer or offers.

The E-Mails Between Peter and Willie

31On July 17, 2025, Peter’s counsel sent an email to one of Willie’s counsel, Mr. Donaldson together with a cc to various people, including Willie’s counsel, which included the various agreements of purchase and sale for the assets as follows:

a. The sale of HPF location at 1789 Huismans Road, Ottawa, Ontario farm property, egg quota, and all assets referred to and pursue into an Agreement of Purchase and Sale dated July 16, 2025, between Virk Poultry Farms Inc. (In Trust.) and HPF, for a purchase price of $23,610,120;

b. The sale of the 4130 Frank Kenny Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated June 26, 2025, between Bertom Farms Inc. and HPF, for a purchase price of $1,600,000;

c. The sale of the 4431/4439 Frank Kenny Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated July 11, 2025, between Michael Denvil Perras and HPF, for a purchase price of $1,500,000;

d. The sale of the 4532 Rockdale Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated July 6, 2025, between 15234930 Canada Inc. and HPF, for a purchase price of $2,700,000;

e. The sale of equipment and tools owned by HPF, pursuant to a Contract for the Purchase of Used Farm Equipment between 15234839 Canada Inc. and HPF, for a purchase price of $1,050,000;

f. The sale of all corn and soybean crops owned by HPF, including crops already harvested and to be harvested during the 2025 season, to Co-op Embrun, at market prices to be determined by Co-op Embrun; and

g. The sale of all remaining Egg Quota (approximately 10%) to the Egg Farmers of Ontario - after the sale of Egg Quota to Virks Poultry Farms Inc. as described in paragraph (a) above - per Egg Farmers of Ontario pricing.

32Peter’s counsel said that the agreements of purchase and sale were bona fide and commercially reasonable offers that Peter deemed were acceptable and that he intended to accept those offers and move forward with closing of the transactions provided for in the offers so as to realize the sale proceeds that would meet an August 31, 2025 Bank debt repayment deadline. Then, once all of the other corporate liabilities have been made, to move forward with HPF distributing the proceeds equally as between Peter and Willie.

33The email further went on to say “accordingly, Willie may now choose to buy out Peter of his interest in HPF for $16,421,486 (1/2 of the total value of the operational and real estate assets of HPF per the above, but not including Peter’s interest in the Heartland Insurance lawsuit as described below.)”

34At the end of the email, Peter’s counsel requested that Willie was to advise how he wished to proceed by August 8, 2025.

35Willie’s counsel then provides an email dated July 28, 2025, that reads in part “accordingly, Willie wishes to make it clear that he has intention to exercise his right of first refusal with respect to the purchase of all HPF assets.” [Emphasis added.]

36Peter’s counsel emails back on July 29, 2025, saying in part,

We are prepared to discuss the Scotiabank debt, the 2025 unharvested crop, and the Heartland Insurance claim. We’re also prepared to discuss any further issues associated with the perspective purchase by Willie of Peters shares in HPF (which is not a sale of assets, but which is rather a sale of shares: correctly described by you in your email as, “Willie is on board with buying out the entirety of Peters shares…. [Emphasis added.]

37A subsequent telephone conversation was held and then Peter’s counsel sent an email dated July 31, 2025, saying in part as follows:

I acknowledge your receipt of your email dated July 28 stating that “Willie wishes to make it clear that it is his intention to exercise his right of first refusal with respect to the purchase of all HPF assets” (incorrectly referred to an a purchase of “assets”, but correctly described elsewhere in your email as, “Willie is on board to buying out the entirety of Peter shares…”).

I also note that your July 28 email indicates that Willie is willing to buy Peters shares on the basis of the values communicated in my email to Mr. Donaldson dated July 17, 2025, subject to necessary adjustments.

I also note that during our telephone discussion of July 30, 2025, you indicated that Willie does not have the means to purchase Peter’s shares. Rather you indicated that Willie’s intention is to see part of HPF’s real estate and operational assets sold.(including the egg quota), with Willie, then using some or all of the proceeds of such sale to fund his prospective purchase of Peter shares in HPF.

That intention is not in accord with the terms of Justice McLean’s order. Moreover, Peter [is] not prepared to proceed on that basis, which is contrary to the terms of the Order.

…Willie still has until August 8, 2025, to provide Peter with a clear and unconditional exercise of his right to purchase Peter shares in HPF in a manner that is consistent with the Order.

In that regard, Willie does not have the authority or ability to use HPF’s corporate funds or assets to purchase Peter’s shares in HPF, and any attempt by Willie to exercise the right provided to him by paragraph four of the Order that is based upon conditions or transactions that Peter is not agreeable to (such as a piecemeal sale of HPF assets) would be invalid. Stated another way, Willie has until August 8 to agree to purchase Peter’s shares with resources other than those of HPF.

38On August 7, 2025, Willie’s counsel writes to Peter’s counsel and says in part:

We completely disagree that the process by which Willie intends to buy out Peter’s shares is not in line with the terms of the Order. Even if that were so, the terms of the Order could be easily varied on consent of the parties. It is evident that Peter’s primary motivation is not to be bought out of HPF for fair market value as soon as possible as he has alleged on numerous occasions. The position that he has taken on this buyout is clearly motivated primarily by his desire not to let Willie or his family continue the legacy of HPF.

Willie and Peter are the only two shareholders in HPF. Any HPF funds or assets are effectively the properties of those two shareholders. We are simply expediting the process of buying out Peter’s shares. Peter’s own suggested action, as outlined in your email of July 17, 2025, is precisely a piecemeal sale of HPF assets. In fact, it would create at least nine sales to different parties

Given the options outlined above, the fact that Willie has exercised his right of first refusal, and the undeniable fact that such options result in Peter obtaining the exact amount he has admitted is reflective of the fair market value of his shares and allows him to divest his interest in HPF as soon as possible, Willie will not agree to HPF, moving forward with the closing of any third-party sales with the exception of the options outlined above. To this end, should Peter choose to bring a motion to compel third-party sales, we have instructions to bring a counter motion to compel the sale under one of the terms outlined above.

39A reference is made to a Heartland Insurance lawsuit in the e-mails. For the sake of clarity, the court finds that this lawsuit was never an asset that was to be contemplated to be sold by Peter pursuant to the McLean Order.

40The evidence is that the notice was given by Peter’s counsel on or about July 17, 2025. The notice expired on August 8, 2025 so that Willie would have had to give notice to purchase Peter’s shares by that date. No offer was submitted by Willie to purchase Peter’s shares.

41Willie argues that Peter is in breach of contract because he refused to follow through on the sale proposed in the July 17, 2025 email which Willie characterizes as an “offer”.

42Willie argues that the July 17, 2025, email from Peter’s counsel is an “offer” to Willie to, inter alia, allow Willie to exercise his right of first refusal to purchase Peter’s shares in HPF. He further argues that the July 28, 2025 response from Willie’s counsel is an “acceptance of the offer”. He confirms in that email that this is a purchase of shares.

43The court finds that there was no “offer” made by Peter to sell assets to Willie. The court finds that there was an opportunity for Willie to buy shares after the bona fide, commercially reasonable offers were received as per the terms of the McLean Order.

44Willie argues that he is able to change the terms of the order and buy assets instead of shares. The court finds that the McLean Order does not say that Willie can buy assets nor does it allow for a change to the terms of the Order.

45Willie argues that he had the right to step into the shoes of each individual third party from which a bona fide, commercially reasonable offer was received and match those offers on substantially the same terms. The court rejects that argument because Willie was only entitled to buy the shares of HPF and not the assets.

46The court finds that Willie was unable to obtain financing to buy out Peter’s shares. He now wants to sell certain assets of HPF to pay for Peter’s shares, which was not agreed to in the McLean Order.

47As can be seen at various points in the correspondences, Willie’s counsel is prepared to complete the deal either as a share sale or an asset sale. There does not appear, from Willie’s perspective, to be a distinction between a share sale and an asset sale.

48The reality is that there is a great difference between these two types of transactions.

49In the case of Avison Young Commercial Real Estate (BC) Inc. v. 0823069 BC Ltd, 2014 BCSC 1380, the court looks at the concepts of asset sale versus share sale. At paras. 53-54, the court stated:

53 The plaintiff's characterization of this transaction tends to ignore the difference between the sale of the assets of a company and the sale of its shares. That difference is fundamental to commercial and tax law. The rights and obligations of the parties are quite different depending upon the form that the transaction takes. For example, the tax consequences are quite different depending upon whether the transaction is a sale of assets or a sale of shares. In a transaction like this, the shareholders will face a possible capital gains tax on the sale of their shares. They will not face the tax consequences that would arise if they were treated as having sold the underlying real property of the corporation, unless the company is a sham.

54 I point this out only to say that the Listing Agreement provides for the possibility of both an asset and a share sale and states how the commission will be determined in each case. Unless the Listing Agreement made it clear that the commission in respect of a sale of shares would be based on the value of the underlying assets, to treat the share sale as an asset sale would overlook the fundamental principle that a corporation has a separate legal existence from that of its shareholders.

50In the subject case, what was contemplated by the McLean Order was (1) a share sale from Peter to Willie if it was as between themselves; (2) if they could not come to that arrangement, then the assets were to be sold to third parties by HPF and then after paying the various liabilities including the Bank and subject to adjustments, the monies would then be divided in half between the brothers; (3) there was a proviso that once the bona fide third-party offers were received, Willie still had 15 days to complete a share purchase from Peter. It was not to be an asset purchase, but rather a share purchase; and (4) if Willie did not buy the shares as contemplated by paragraph 4 of the Order, Peter would complete the third-party offers received.

51Willie argues that he has exercised his right of first refusal. The court finds that Willie has not exercised his right of first refusal in accordance with the McLean Order. He has done something else. He has attempted to exercise a right to sell some of HPF’s assets. What Willie seeks to do is not contemplated in the McLean Order and as such, he does not have the right to do what he is attempting to do.

52The court finds that the reason the asset sale was contemplated to third parties with the option to allow Willie a final chance to purchase Peter’s shares of HPF was to be able to set the value of the assets based on third party offers on a bona fide and commercially reasonable basis.

53Willie’s position is that it does not matter whether it is an asset purchase or share purchase. His perspective is as long as the money is available from the proceeds of the Virk transaction, no matter whether it was an asset sale or a share sale, and after payment of the liabilities and adjustments, there was still enough money available, and Peter would get his money on that basis.

54The court rejects Willie’s argument. The court finds that Willie does not appear to appreciate the differences or the consequences of a share sale versus an asset sale.

55Presumably the transaction was structured this way because there were various consequences including tax consequences that would make it more advantageous for a share sale between the parties as opposed to an asset sale.

56The court finds that the parties were represented by counsel and agreed to a share sale as between them. That is what was supposed to happen and that is what they agreed was to in the McLean Order.

57Willie’s counsel also argues in an e-mail to Peter’s counsel and others that Willie was not in a position to determine what offers were bona fide and commercially reasonable without having an offer or offers for all HPF assets so that the parties know the precise total value of the assets being sold and what their share of the proceeds would be. He then goes on to say that once there is an offer or offers on all of HPF assets that Willie and his counsel would be in a position to make a determination as to whether those offers are bona fide and commercially reasonable.

58The court finds that Willie’s position on this point ignores what the McLean Order says. Pursuant to paragraph four, Peter has a sole decision-making authority with respect to HPF accepting any bona fide and commercially reasonable offer or offers in his sole discretion. The only exception is that Willie has the right to purchase Peter’s shares on substantially the same terms and conditions as all such offer or offers with respect of timing and price.

59The court finds that Willie’s share purchase did not occur pursuant to paragraph 4. Therefore, the court finds that Willie had no ability to determine whether third party offers were bona fide and commercially reasonable. That was strictly within the realm of authority of Peter as per the McLean Order.

60The next argument made by Willie was that Peter was attempting to deny Willie his legacy by selling all of the assets so that the operation could no longer be owned in part by the Willie Huismans’ family. The court finds that this argument is irrelevant to the situation. This is not about denying Willie his legacy. This is about how this transaction was agreed to be structured as set out in the McLean Order.

61The court finds that Willie wants to remain in the business and share his legacy with his direct descendants. His method of trying to sell some of the assets and then buying Peter out, runs contrary to the McLean Order.

62The court understands that Peter may not have accepted the offers that were received because he knew that Willie still had the right to buy Peter’s shares as per paragraph four of the Order. Accepting the offers without making them subject to Willie’s right would have presumably led to a further litigation between the potential purchasers and HPF, which is not a desirable result.

63The court is aware that some or all of the offers received for the assets have now expired and that Peter will have to go back to the parties to see if they are interested in completing the purchases. The court is also aware that the McLean Order is silent about expired offers and such, Peter may have to go to the market to the potential buyers or to find new buyers with offers that are bona fide and commercially reasonable. He will still maintain the sole decision-making authority with respect to accepting bona fide and commercially reasonable offers.

64While paragraph four of the McLean Order contemplated the right of Willie to purchase Peter’s shares, the court finds that the right to purchase the shares has now expired based on the circumstances that have unfolded.

65Willie also argues if there is no breach of contract by Peter that Willie then relies on the operation and remedy as set out in ss. 207 and 248 of the Business Corporations Act, R.S.O. 1990, c. B.16 (“OBCA”) in support of his request to have Peter’s shares sold to him at a fair market value as determined by the third party offers.

66The court has reviewed these two sections and finds that they do not apply because:

a. Section 207 deals with the issue of winding up a corporation. The court finds that there was no relief sought to wind up HPF. HPF is to continue and will be owned by Willie.

b. The wording of section 248 deals with shareholders and actions being oppressive onto others. That is not what has occurred here. The actions taken by Peter are based on a consent order of both parties and that Order is being followed by Peter.

67Therefore, the court finds that those sections and the cases relied upon by Willie (specifically BCE Inc. v. 1976 Debentureholders, [2008] 3 S.C.R. 560, 2008 SCC 69, and Mroz v. Shuttleworth, (1996) 1996 8034 (ON CTGD), 30 O.R. (3d) 205 (Ont. Gen. Div.) are not applicable.

68Peter relies on the case of Becker v. Walgate, 2025 ONCA 696, which states in paragraph 41 that “[i]nterpreting a court order requires attention to the text of the order, the reasons for decision, the circumstances under which the order was made in the proceedings that led to the order.”

69Willie attempts to distinguish Becker from this case, arguing that he is not attempting to litigate by installment or make a collateral attack against the McLean Order. He has not commenced any new proceedings in order to advance a different theory and he is not attempting to spring a new request upon the court or Peter that has never been in the contemplation of the parties before the transaction.

70The court disagrees with that argument. Willie is trying to bring a new request to the court by changing a share sale into an asset sale. The court finds that changing a share sale to an asset sale is a fundamental change to the order and was not contemplated by the parties when they consented to the order.

71The court agrees that at the time the McLean Order was entered into, it was within the contemplation of the parties that HPF assets might need to be sold individually as opposed to in one transaction. The court takes no issue with that. Not one party would necessarily be interested in all of the various assets were held by HPF, including cattle, feed, and equipment.

72Willie relies on the case of Chippewas of Saugeen First Nation v. South Bruce Peninsula (Town), 2024 ONCA 884, 502 D.L.R. (4th) 261, at paragraph 168. Similarly to the Court in Becker, the Court in Chippewas of Saugeen First Nation states that interpreting a court order requires attention to the text of the order, the reasons for the decision and the circumstances under which the order was made, as well as the proceedings that led to the order.

73In this particular case, (1) no reasons for a decision because the order was on consent; and (2) the text of the order is clear as to how this transaction is structured. So, while the court agrees with the principal involved in the Chippewas of Saugeen First Nation case, the court finds that the text of the order is clear, and no reasons were given for the decision and the Order was made on consent.

74The court disagrees with Willie’s argument that it is plain and obvious that the purpose behind the McLean Order was to afford the parties a mechanism to sell HPF assets in order to facilitate Peter’s buyout of his shares at a fair market value in a timely fashion. The court finds that this is not correct. The court finds that this is a structured transaction by way of a sale of Peter’s shares to Willie or a sale of the assets to third parties on a bona fide and commercially reasonable basis, which would then fund the purchase of Peter’s shares.

75Willie also relies on the case of Sattva Capital Corp. v. Creston Moly Corp., [2014] 2 S.C.R. 633, 2014 SCC 53, which states in paragraph 47 that “whereby contractual interpretation involves a practical, common sense approach, not dominated by technical rules of construction, and whereby the overwriting concern is determined by the intent of the parties and the scope of their understanding.”

76The court is satisfied and finds that no contractual interpretation is involved in this case. The wording of the Order was made on consent and is clear, having been prepared by counsel for the parties. The court finds that there are no technical rules of construction are to be used or are required in this case, but rather the plain wording of the Order is being used to determine what the Order says. The court is also satisfied that the intent of the parties is clearly laid out in the Order as prepared by their respective counsel.

Issue #2 - Which Agreement of Purchase and Sale for 1789 Huismans Road and the Egg Quota Should be Completed - Virk or Rocky Hill?

77There are two competing offers for 1789 Huismans Road and the egg quota. The first one is from Virk dated July 16, 2025, which was updated on December 8, 2025. The second one is from Rocky Hill dated August 21, 2025.

78The Virk offer is for 23,610,120. It provides for a deposit of $100,000 payable to Sharda Law P.C. There is a supplementary $100,000 deposit to be paid to Sharda Law P. C. In Trust after the sellers review not later than seven days following acceptance. There was a commission payable with this offer.

79Since that date, a revised Virk offer was received dated December 8, 2025, offering to purchase the same property for the same price of $23,610,120. This time there is no commission payable so that offer is more attractive than the July 16, 2025 offer.

80Both the July and December offer appear to have the same conditions in them including the provision of two $100,000 deposits.

81Willie wants the Virk offer to be completed.

Rocky Hill Farms Inc. Offer

82The Rocky Hill offer is dated August 21, 2025 and offers to purchase the property for $23,775,200 with a $50,000 deposit payable to the vendor’s lawyer in trust. There is no commission payable in the transaction.

83Peter wants the Rocky Hill offer to be completed.

Analysis

84The Rocky Hill offer is approximately $165,000 more than the Virk offer.

85Notwithstanding that Rocky Hill offers more money, the court finds that the Virk offer is the one that should be accepted.

86Once accepted, deposits totaling $200,000, as set out in the Agreements of Purchase and Sale dated July 16, 2025 and December 8, 2025, are to be paid to the vendor’s lawyer in trust in accordance with the terms set out in those agreements of purchase and sale. As the agreements stand, the monies is to be paid to the purchaser’s lawyer in trust and the court wants to ensure those deposits are paid to the vendor’s lawyers in trust.

87While the Rocky Hill offer may be superior in price, Peter agreed to accept the Virk offer in the July 17, 2025 e-mail. Secondly, the deposits in the Virk offer are superior to that in the Rocky Hill offer.

Issue #3: What Should Happen with Any Expired Offers Made for the Other Properties?

88The parties did not provide the position with respect to this issue save and as set out in their request for relief in their respective application and cross application.

89The court finds that based on the above analysis that Peter should approach people with expired offers and see if they are interested in pursuing and completing those offers on a bona fide and commercially reasonable basis and if so, proceed to close them.

90If any of those potential buyers are not interested in pursuing their offers, Peter should proceed to find and obtain new bona fide and commercially reasonable offers for those properties.

Miscellaneous

Bank of Nova Scotia

91Based on the orders made in this application and cross application, the court requests that the Bank not take any further proceedings with respect to the collection of its debt until there are sufficient funds to repay the Bank upon the closing of some or all of the transactions.

92Until then, the court orders HPF to continue to repay the Bank such amounts to keep the loan up to date inclusive of outstanding interests and other charges. The purpose of this request is to provide for an orderly repayment to the Bank.

Oversight

93The Applicant’s counsel will provide a report to the court to the attention of Justice Kershman every 30 days starting February 22, 2026, to keep the court appraised of the status of the sale of these properties. This oversight measure is to ensure that matters move along in an orderly fashion.

94This is a complicated series of transactions and the court seeks to ensure that the terms of the court order are carried out. If a case conference is required, counsel can write to Kershman J. to request a case conference to deal with issues that arise until the last of the transactions is completed and Peter sells his shares and resigns as an officer, director and employee of HPF, including any questions about the mechanics of this decision.

Conclusion

95This court orders that Peter take all reasonable steps to complete the following transactions on behalf of HPF in his sole and exclusive discretion:

a. The sale of HPF location at 1789 Huismans Road, Ottawa, Ontario farm property, egg, quota, and all assets referred to and pursue into an agreement of purchase and sale dated December 8, 2025, between Virk Poultry Farms Inc. (In Trust.) and HPF, for a purchase price of $23,610,120;

b. The sale of the 4130 Frank Kenny Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated June 26, 2025, between Bertom Farms Inc. and HPF, for a purchase price of $1,600,000;

c. The sale of the 4431/4439 Frank Kenny Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated July 11, 2025, between Michael Denvil Perras and HPF, for a purchase price of $1,500,000;

d. The sale of the 4532 Rockdale Road (City of Ottawa) property, pursuant to an Agreement of Purchase and Sale dated July 6, 2025, between 15234930 Canada Inc. and HPF, for a purchase price of $2,700,000;

e. The sale of equipment and tools owned by HPF, pursuant to a Contract for the Purchase of Used Farm Equipment between 15234839 Canada Inc. and HPF, for a purchase price of $1,050,000;

f. The sale of all corn and soybean crops owned by HPF, including crops already harvested and to be harvested during the 2025 season, to Co-op Embrun, at market prices to be determined by Co-op Embrun;

g. The sale of all remaining Egg Quota (approximately 10%) to the Egg Farmers of Ontario - after the sale of Egg Quota to Virks Poultry Farms Inc. as described in paragraph 1(a) above - per Egg Farmers of Ontario pricing.

96This court orders that Peter take all reasonable steps to complete the foregoing transactions on behalf of HPF, in his sole and exclusive discretion, notwithstanding that the subject Agreements of Purchase and Sale may have expired, including entering into amended or new Agreements of Purchase and Sale as may be appropriate.

97This court orders that Peter shall be authorized in the event that any of the foregoing transactions are not completed, to direct, manage and execute the sale of any assets of HPF to third parties that he deems advisable, in his sole and exclusive discretion provided that they are bona fide and commercially reasonable.

98This court finds that Willie has failed to exercise his right to purchase Peter’s shares in HPF, as contemplated by the Order of Justice McLean dated March 25, 2025 and that such right no longer exists.

99This court orders that Willie shall have no authority with respect to the sale of any assets of HPF.

100This court orders that upon the sale or sales of HPF’s assets as described above, the net proceeds of the sale or sales of HPF assets be paid to discharge all liabilities of HPF including the Bank and subject to adjustments that the net proceeds shall be distributed equally as between Peter and Willie.

101This court orders that upon his receipt of his share of net proceeds, Peter shall resign as an officer, director, and employee of HPF.

102The court orders that there will be no holdback, carve out, or security required and that no action would be taken with respect of Peter’s share of the proceeds of 983 and/or 329 in relation to whatever sales occurred.

103The court orders that the cross application is dismissed save and except that the Virk offer is accepted.

Costs

104Peter has submitted a Costs Outline and Willie has submitted a Bill of Costs. Peter was successful on the application save and except which offer was being accepted for 1789 Huismans Road and the egg quota. Willie was mostly unsuccessful on the cross application. It follows that Peter is entitled to certain of his costs.

Peter’s Position on Costs

105Peter seeks costs on a partial indemnity basis of $39,383.83 inclusive of fees, counsel fees, including HST and disbursements on a substantial indemnity basis of $56,978 including HST and disbursements.

106Peter argues that the amounts at issue in the proceedings are substantial given the $30 million plus value of the HPF assets.

107Peter argues that the hours spent and the rates claimed are from August 7, 2025 and forward, with August 7 being the date that it appeared that the applications would be necessary. It does not include any prior time spent in dealing with Peter’s attempts to move forward pursuant to Justice McLean’s order.

108Peter argues that various inflammatory statements were made by Willie as set out in his bill of costs. He argues that there was no need for those serious and inflammatory allegations to be being brought forward in the context of these applications notwithstanding that the Misappropriation Action has not been resolved and was not part of the proceedings before the court on the application or cross application.

Willie’s Position on Costs

109Willie provided a Bill of Costs claiming partial indemnity costs of $33,439.57 inclusive of disbursement, $49,734.20 on the substantial indemnity costs basis and $55,165.75 on a full indemnity basis.

Analysis

110Peter was mostly successful on the application. The only part that he was unsuccessful on was in relation to the Rocky Hill offer. Other than that, he was successful on the balance of the application. The cross application was dismissed save and except for the Virk offer.

111In the case of Aganeh v. Aganeh, 2017 ONSC 6386, at paragraph 26, the court said as follows:

The fixing of costs is a discretionary decision under section 131 of the Courts of Justice Act. That discretion is generally to be exercised in accordance with the factors listed in Rule 57.01 of the Rules of Civil Procedure. These include the principle of indemnity for the successful party (57.01(1)(0.a)), the expectations of the unsuccessful party (57.01(1)(0.b)), the amount claimed and recovered (57.01(1)(a)), and the complexity of the issues (57.01(1)(c)). Overall, the court is required to consider what is “fair and reasonable” in fixing costs, and is to do so with a view to balancing compensation of the successful party with the goal of fostering access to justice: Boucher v Public Accountants Council (Ontario), 2004 14579 (ON CA), (2004), 71 O.R. (3d) 291, at paras 26, 37.

112The court has reviewed the time and claim for costs by Peter and finds that they are appropriate. Based on the greater success by Peter, the court finds that Peter should be awarded costs on a partial indemnity basis. Had he been successful entirely, the court would have awarded costs on a substantial indemnity basis.

113The court orders that these costs in the amount of $39,383.83 shall be payable by Willie by April 2, 2026, failing which Willie will not be able to take any fresh steps until such amount is paid, excluding any case conference as above.

114A copy of the reasons shall be placed both in court file number CV-24-00097983-0000 and CV-24-000973329-0000.

115Order accordingly