Golf courses added to Bear Mountain receivership despite perceived stigma

Sanovest Holdings Ltd. v Ecoasis Developments LLP, 2025 BCSC 1504
What is the test for adding a respondent to a receivership proceeding?

Summary: In this case, the BC Court considered a request in the receivership proceedings of the Bear Mountain Resort—an urban resort community located in Langford and the Highlands—to add the golf courses and tennis business owned by Ecoasis Resort and Golf to the receivership proceedings. Ecoasis adamantly opposed the relief sought, arguing other potential solutions existed that would avoid unnecessary stigma and costs consequent upon the business being placed into the receivership. The Court granted the application, relying on the recommendation made by A&M as receiver that the golf courses and tennis business should be included in the receivership to provide the necessary stability to the business in parallel to the receiver’s efforts to advance a marketing and sales process for the whole of the property, including the golf courses.

In September 2024, on the application of Sanovest Holdings Ltd. (“Sanovest), the Court issued a receivership order by consent concerning 28 parcels of land known as the “Bear Mountain Resort”, which were beneficially owned by the respondents, Bear Mountain Adventures Ltd. (“BMA”) and Ecoasis Resort and Golf LLP (“Resorts”). The lands consisted of a semi-private urban resort community, with approximately 1,600 single-family residences, townhomes, and condominiums. At that time, the parties agreed to exclude from the receivership the operations and business of a related golf course and tennis business owned or operated by Resorts.

The parties agreed that the business of Resorts would continue to be managed by one of the respondents, Ecoasis Bear Mountain Developments Ltd. (“EBMD”). EBMD was owned 50-50% by each of Sanovest and another one of the respondents, 599 BC Ltd. The parties also agreed that the Receiver would review Resorts’ operations and financial circumstances to allow the Receiver to provide the Court with its recommendation as to whether, inter alia, Resorts’ business should continue to be managed by EBMD and if so on what terms, or whether it should instead be brought within the ambit of the receivership.

In its subsequent report, the Receiver identified numerous financial and operational issues impacting the viability of Resorts’ ongoing business, and included the Receiver’s ultimate recommendation that Resorts’ business be included within the receivership. Accordingly, Sanovest returned to Court to amend the Receivership Order to, among other things, include Resorts’ business. Matthews, being the director and president of 599 BC Ltd., as well as the person who had managed Resorts’ business since 2013, adamantly opposed the relief sought, arguing other potential solutions existed that would avoid unnecessary stigma and costs consequent upon the business being placed into the receivership.

The Court took notice of the fact that the Receiver’s independent investigation spanned over eight months and included its review and consideration of information provided by and representations from Resorts’ management as well as the Receiver’s review of Resorts’ unaudited financial statements. By the time Sanovest’s application returned for hearing, Resorts’ financial position had further deteriorated, and the Receiver reiterated its opinion that Resorts’ business should be included in the receivership to provide the necessary stability to the business in parallel to the Receiver’s efforts to advance a marketing and sales process for both Resorts and the Lands.

The Court was satisfied that the Receiver’s recommendation to move Resorts’ business into the receivership was grounded on its stated goals to stabilize Resorts’ business to the point “where all expenses would be planned to be funded in a timely manner”, thereby increasing its value in the marketing and sales process to the benefit of all stakeholders.

The Court also found that, among other things, some of Resorts’ facilities were dated and inadequate to support a luxury golf resort experience, Resorts did not generate sufficient revenue or have funding capacity to meet its outstanding operational expenses, and Resorts continued to suffer from operational and personnel issues that created significant ongoing instability for its business.

All stakeholders would suffer irreparable harm absent proper management and funding of Resorts’ business. Resorts did not have sufficient revenue or a feasible alternative source of funding to maintain its business (e.g., pay creditors, make lease payments for equipment, and outstanding statutory remittances). Amending the Receivership Order to include Resorts’ business would avoid any further deterioration in its value. With the Receiver in charge, the value of Resorts’ business could well increase, which would be to the benefit of all stakeholders. No reasonably viable, less intrusive remedies to including Resorts’ business within the receivership were identified.

The Court held that the balance of convenience overwhelmingly weighed in favour of granting the order sought by Sanovest and ordered that Resorts’ business be included in the receivership.

Judge: The Honourable Mr. Justice P. Walker

Professionals involved:

• Andrew Nathanson, K.C., Kibben Jackson, Lisa Hiebert, Jessica Cameron, Thor Paulson and Lars Brusven of Fasken for Sanovest

• Peter Rubin of Blakes for A&M as receiver

• Scott Stephens and Lily Zhang of Owen Bird for 599315 B.C. Ltd. and Daniel Matthews

• Daniel Babcock of Singleton Urquhart Reynolds Vogel for Bear Mountain Resort and Spa