Food & Accommodation

Merit Functional Foods Corporation

Merit Functional Foods Corporation, an operating entity which owns a plant protein production facility in Winnipeg, and 11410083 Canada Ltd., which owns the real estate on which Merit operates, were placed in receivership on March 1, on application by Export Development Canada and Farm Credit Canada. EDC and FCC are pari passi senior secured creditors collectively owed approximately $95 million. They provided financing for the development, construction and ramp-up of operations at the facility. In January 2022, Merit began suffering significant cash flow shortages. The companies have conducted an out-of-court sales process to sell their business and the production facility, which did not generate any formal offers. The companies are in default of their obligations under the credit facilities and were set to run out of operating cash in early March. PwC was appointed as Receiver. Gowling WLG is counsel for EDC and FCC, Taylor McCaffrey is counsel for the companies, Thompson Dorfman Sweatman is counsel for the Receiver, MLT Aikins is counsel for CIBC, and Stikeman Elliott is counsel for the Burcon Entities. By Dina Milivojevic

Jimmy Guaco’s Inc., 2359374 Ontario Inc., 8091463 Canada Inc., and 2798497 Ontario Inc. (collectively “Jimmy Guacos”)

Jimmy Guaco’s Inc., 2359374 Ontario Inc., 8091463 Canada Inc., and 2798497 Ontario Inc. (collectively “Jimmy Guacos”) each operated a restaurant franchise as part of a chain of Mexican inspired grills operating under the brand name of Jimmy Guaco’s. Three of the restaurants closed as they could not meet their cash flow obligations as they were coming due. The Whitby location remains open. The other Jimmy Guaco’s restaurant franchise legal entities each filed NOIs on December 5, 2022. In addition, on December 6, 2022, Jimmy Guaco’s Franchising Inc., which was incorporated in June 2020 for the purpose of selling franchises under the “Jimmy Guaco’s” restaurant brand, was assigned into bankruptcy. The attempt to launch franchises while Covid-19 continued, along with poor advice received from outside franchising consultants, and the inability to finance losses realized by underperforming locations, collectively contributed to the insolvency for the restaurant chain. Dodick Landau is the proposal trustee. Goldman Sloan Nash & Haber is counsel to the proposal trustee. By Dina Milivojevic

Groupe Sélection Inc. et al.

Groupe Sélection Inc. et al., one of the largest owner/operators of senior living residences in Canada, obtained CCAA protection on November 21. The company sought to have FTI appointed as monitor. The company's lenders (National Bank, CIBC, Desjardins, TD, BMO, HSBC, Briva Finance and Fiera), who are collectively owed over $270 million, immediately filed a competing CCAA application, arguing that they were blindsided by the company's approach and that it was acting in bad faith. According to the lenders, the company is cash flow negative and has operated in a manner that is financially untenable. The lenders submit that the company is currently burning millions of dollars per month while refusing to reduce its expenses, and that their collateral is deteriorating in value. The lenders also argue that the company's principal is exerting undue influence over the company by preventing the implementation of restructuring measures and, among other things, has used the company's liquidity to fund a lavish lifestyle and for unnecessary expenses such as the use of a private jet. Judge Michel A. Pinsonnault ruled on Monday in favour of the lenders and PwC was appointed CCAA monitor. The company, however, has sought permission to appeal. Counsel is Stikeman Elliott for the company, Norton Rose Fulbright for National Bank representing the banking syndicate, McCarthy Tétrault for FTI, Fasken Martineau for PwC, Davies for Desjardins, Fishman Flanz for BMO and Gowling WLG for Briva Finance and Fiera. By Dina Milivojevic

Westoak Naturals Inc.

Westoak Naturals Inc., an Ontario-based company, was placed in receivership on November 15, on application by Avena Foods Limited, owed approximately $1.4 million. Pursuant to an asset purchase and supply agreement, Avena sold the rights to distribute certain gluten-free oats and oat products under the brand name “Only Oats” to the company. The company has defaulted on its obligations under that agreement. BDO was appointed receiver. A stalking horse sales process was approved on the same day the receivership order was made. Counsel is Davies for Avena, Pallett Valo for the company, TGF for the receiver and Miller Thomson for Manuel Sabares. By Dina Milivojevic

City & Stay Hotel Group Ltd.

City & Stay Hotel Group Ltd., which operates a boutique hotel on Brunswick Avenue in Toronto, Ontario, was placed in receivership on September 2, on application by Andrew Peek and Constantine Trevor Speis, owed over $540,000. In 2018, the company entered into a credit facility with TD Bank, which was guaranteed by Peek and Speis. The company defaulted on the loan and, in August 2022, Peek and Speis paid TD Bank over $540,000 in satisfaction of the guarantees. They also received an assignment of TD Bank's security interest. The company is operating at a loss, and does not have the cash flow to maintain its business and pay its obligations. It has made various attempts to secure additional debt or equity funding to solve its ongoing liquidity problems, all of which were unsuccessful. Rosen Goldberg was appointed receiver. Counsel is Miller Thomson for the company and Advocan Law for Peek and Speis.

1631651 Ontario Inc. c.o.b. CZ (The Comfort Zone)

1631651 Ontario Inc. c.o.b. CZ (The Comfort Zone), which operated as a licensed restaurant/nightclub in the basement of the Waverly Hotel in Toronto, Ontario, filed an assignment in bankruptcy on September 1. The primary driver behind the company's insolvency were ongoing legal costs in connection with litigation between the company, as plaintiff, and the City of Toronto and former city councillor Adam Vaughan, as defendants. The litigation was commenced in 2009 and alleged that the defendants conspired to shut down the club, after a massive police raid in 2008 in which patrons were left lying on the floor in restraints, resulting in 33 being charged with a variety of offences. The company ceased its operations in late 2017. Crowe Soberman is the bankruptcy trustee. By Dina Milivojevic

2580363 Ontario Inc.

2580363 Ontario Inc., which operated as a restaurant known as “Aout ‘n About” from premises located in Hamilton, Ontario, and 2580361 Ontario Inc., which owned the premises, were placed in receivership on September 1, on application by TD Bank, owed approximately $1.4 million. The companies have defaulted on the terms of the credit facilities provided by TD Bank, including by failing to make payments when due; allowing arrears of property tax to become due to the City of Hamilton; and allowing charges to be registered on title to the premises, subsequent to the TD Bank mortgage, in favour of Olympia Trust Company, Comfort Capital Inc. and Alex Magis. msi Spergel was appointed receiver. Counsel is Fogler, Rubinoff for the receiver and Harrison Pensa for TD Bank.

2292558 Ontario Inc. c.o.b. Calhoun’s Roadhouse

2292558 Ontario Inc. c.o.b. Calhoun's Roadhouse, which operated as a full-service restaurant in Mitchell, Ontario, filed an assignment in bankruptcy on the July 14, listing approximately $160,000 in liabilities. The restaurant’s business volume was much lower during the extended period of COVID-19 restrictions. The pandemic also resulted in a shift in business from dine-in to takeout, and the restaurant has not been able to recapture the sales lost during the pandemic. The restaurant continued to incur fixed operating costs without much ability to generate revenue and no prospect towards the revival of the business. As a result, it filed an assignment in bankruptcy. Goldhar & Associates is the bankruptcy trustee. By Dina Milivojevic

2051095 Ontario Inc. o/a Pizza Workz

2051095 Ontario Inc. o/a Pizza Workz, which formerly operated as a pizza store in Carp, Ontario, filed an assignment in bankruptcy on April 29. There was a dispute amongst the shareholders as to the operations and management of the business regarding receipts and payments. On examination by the majority shareholder, it was ascertained that the company’s indebtedness far exceeded its repaying capacity. As there was no visibility towards the revival of business, the company filed an assignment in bankruptcy. Goldhar & Associates is the bankruptcy trustee. By Dina Milivojevic

Can-Dairy Inc.

Can-Dairy Inc., a Clarksburg, Ontario dairy company focused on developing the certified grass-fed-organic dairy segment in Canada via the brand, Emerald Grasslands, filed an assignment in bankruptcy on February 18. Albert Gelman is the bankruptcy trustee. By Dina Milivojevic

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