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THE REGIONAL MUNICIPALITY of DURHAM Applicant

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THE REGIONAL MUNICIPALITY of DURHAM Applicant Court File No. 1208/20 ONTARIO SUPERIOR COURT OF JUSTICE B E T W E E N: THE REGIONAL MUNICIPALITY OF DURHAM Applicant - and - WILLIAM PEAK CO-OPERATIVE HOMES INC. Respondent IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 85 OF THE HOUSING SERVICES ACT, 2011, S.O. 2011, c. 6, AS AMENDED APPLICATION RECORD July 14, 2020 The Regional Municipality of Durham 605 Rossland Road East Whitby, Ontario L1N 6A3 Jeffrey W. Tighe (LSO #41971S) Telephone: 289.200.9560 Facsimile: 905.668.4752 Email: [email protected] Lawyer for the Applicant - 2 - TO: William Peak Co-Operative Homes Inc. c/o in its capacity as interim receiver, and not in its personal or corporate capacity Bay Adelaide East 8 Adelaide Street West, Suite 200 Toronto, Ontario M5H 0A9 Attention: Richard Williams Email: [email protected] Interim receiver of the Respondent AND TO: The Toronto-Dominion Bank c/o MCAP, #400 - 200 King Street West Toronto, Ontario M5H3T4 Attention: Patricia Coelho, Team Leander - Commercial Mortgages Phone: 416591-5240 Email: [email protected] Mortgagee AND TO: Ministry of Finance (Ontario) Legal Services, 11th Floor 777 Bay Street Toronto, Ontario M5G 2C8 Attention: Kevin O’Hara, Counsel Phone: 416-327-8463 Email: [email protected] AND TO: Ontario Ministry of Municipal Affairs and Housing 777 Bay Street, 14th Floor Toronto, Ontario M7A 2J3 Attention: Glenn Stants Phone: 437-239-5233 Email: Glenn.Stants@ontario - 3 - AND TO: Department of Justice (Canada) 120 Adelaide Street West, Suite 400 Toronto, Ontario M5H 1T1 Attention: Diane Winters, General Counsel Phone: 647-256-7459 Email: [email protected] AND TO: Ministry of the Attorney General (Ontario) Civil Law Office McMurtry-Scott Building 720 Bay Street Toronto, Ontario M7A 2S9 Email: [email protected] INDEX Court File No. 1208/20 ONTARIO SUPERIOR COURT OF JUSTICE B E T W E E N: THE REGIONAL MUNICIPALITY OF DURHAM Applicant - and - WILLIAM PEAK CO-OPERATIVE HOMES INC. Respondent IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 85 OF THE HOUSING SERVICES ACT, 2011, S.O. 2011, c. 6, AS AMENDED INDEX TAB DOCUMENT Page No. 1. Notice of Application 1 2. Affidavit of Joanne Cermak sworn July 9, 2020 12 A. Notice of Triggering Event dated October 21, 2019 26 B. Respondent board of directors’ response dated December 16, 2019 84 - 5 - C. Respondent Auditor’s management letter dated January 23, 2020 87 D. Receivership Services Agreement dated February 19, 2020 97 E. The First Report of the interim receiver dated March 18, 2020 105 F. Update of triggering event status from June 4, 2020 156 G. The Second Report of the interim receiver dated June 10, 2020 157 H. Notice letter from Durham to Deloitte dated June 18, 2020 229 I. Submission letter from Deloitte to Durham dated June 19, 2020 231 J. Notice letter from Durham to Deloitte dated June 25, 2020 232 K. Parcel register search results dated June 30, 2020 233 L. Ontario Project Information Form dated June 29, 2020 235 M. PPSA search results dates June 30, 2020 236 3. Consent of Deloitte to act as receiver 244 4. Draft Order Appointing Receiver 245 5. Blackline of Model Order Appointing Receiver 259 1 2 12 Court File No. ONTARIO SUPERIOR COURT OF JUSTICE BETWEEN: THE REGIONAL MUNICIPALITY OF DURHAM Applicant - and - WILLIAM PEAK CO-OPERATIVE HOMES INC. Respondent IN THE MATTER OF AN APPLICATION PURSUANT TO SECTION 85 OF THE HOUSING SERVICES ACT, 2011, S.O. 2011, c. 6, AS AMENDED AFFIDAVIT OF JOANNE CERMAK I, Joanne Cermak, of the City of Markham, in the Province of Ontario, MAKE OATH AND SAY AS FOLLOWS: 1. I am the Director of Financial Service5 with the Applicant, the Regional Municipality of Durham ("Durham"), and as such I have knowledge of the matters sworn herein. Where I don't have direct knowledge of the matters sworn herein, I reference the source of the information I have sworn, and I believe that information to be true. 2. The Applicant, Durham, is making an application for an order appointing Deloitte Restructuring Inc. ("Deloitte") as receiver of the property, assets and 13 undertakings of William Peak Co-Operative Homes Inc. (the "Respondent") pursuant to the provisions of the Housing Services Act. In the alternative, Durham is seeking to extend Deloitte's term as interim receiver. 3. The Respondent owns and operates the William Peak Co-op social housing project and property located at 1990 Whites Road, Pickering Ontario (the "Premises"). 4. On April 9 and 10, 2019, Durham, as designated service manager under sections 11 and 68 of the Housing Services Act (the "Act"), conducted an operational review of the Respondent. Durham found several serious and ongoing issues with the Respondent, including but not limited to issues of a financial and operational nature. 5. On October 21, 2019, Durham issued a notice of triggering event (the "Notice") pursuant to section 83 of the Act. The Notice set out the various issues identified and set a deadline of December 23, 2019 for the Respondent to respond with an action plan to address the issues set out in the Notice. Attached as Exhibit 1'A" to my affidavit is a copy of the Notice and attachments. 6. On or about December 16, 2019 the board of directors (the "Board") of the Respondent issued a response (the "Response") to the Notice. Attached as Exhibit "B" to my affidavit is a copy of the Response. 14 7. Durham reviewed the Response in detail and considered what would be the best course of action to respond further. 8. On January 23, 2020, Prentice, Yates & Clark issues a management letter with respect to the audit of the financial statements of the Respondent's 2019 fiscal year. Attached as Exhibit "C" to my affidavit is a copy of the management letter dated January 23, 2020. 9. In the management letter, the auditor noted significant deficiencies in the internal controls of the Respondent's finances that were of "sufficient importance to merit the attention of those charged with governance" of the Respondent. This included issues with respect to conflicts of interest, financial statement accuracy, housing charges arrears and control over credit cards. 10. Taking into account the auditor's management letter, and the issues raised in the Notice, Durham determined that the Response did not satisfactorily address the issues raised in the Notice. It decided to appoint an interim receiver in accordance with s.85, paragraph 6 of the Act. 11. On February 14, 2020, Durham appointed Deloitte as interim receiver of the Respondent. Deloitte and Durham then entered into a Receivership Services Agreement dated February 19, 2020. Attached as Exhibit "D" to my affidavit is a copy of the Receivership Services Agreement. 15 12. On March 18, 2020 Deloitte as interim receiver issued its first report (the "First Report") to Durham. Attached as Exhibit "E" to my affidavit is a copy of the First Report. 13. As noted in the First Report, Deloitte conducted a preliminary review of the Respondent's financial transactions between February 1, 2019 and February 28, 2020 and identified the following areas of concern: i) payments to contractors and third-party vendors where payments are not commercially reasonable, or the work was not done or was not done property; ii) payments to parties related to Board members; iii) payments that appear to be in excess of legitimate entitlements; iv) credit card purchases using the Respondent's card that do not appear to reflect legitimate expenses of the Respondent; v) conflicts of interest; and vi) potential misappropriation of housing charge payments. 14. Deloitte, working in concert with Pro Edge Management Inc. ("Pro Edge"), the new property manager who had recently been engaged by the Board, prepared a cash flow forecast for the period February 28, 2020 to August 28, 2020, which forecast indicated a shortfall of $308,307. 15. Pro Edge had also raised its own concerns with respect to the books and records of the Respondent and their integrity and thus reliability. 16 16. The cash flow forecast suggested that the Respondent would have sufficient cash on hand to cover disbursements to the week ending May 22, 2020 and would be in a shortfall position thereafter. 17. This raised serious concerns on the part of Durham, as it is the service manager that is responsible for the Respondent, including its oversight. The fact that the Respondent was looking at a cash deficit position as early as May was very disturbing to Durham. 18. In addition, one of the matters that had been previously discovered was a series of inappropriate credit card charges in the name of the Respondent and inappropriate overpayments by the Respondent to various persons. 19. Deloitte reviewed the Respondent's insurance policy and noted that it may be possible to recover the amounts associated with these charges and overpayments by way of an insurance claim. Deloitte estimated the amount of a potential claim at $38,000. 20. At the same time, Deloitte continued to try to stabilize the Respondent, both from a financial and from an operational standpoint. Deloitte was interested in seeing if, by working with Durham, it could assist with the selection and training of new directors. It was clear that it would not be practical for Deloitte to continue working with the Board who had been in place during the period when the various events leading up to the Notice took place and which Deloitte was in the process of addressing. 17 21. In early March, the COVID-19 pandemic complicated matters further for Deloitte and the Respondent, and indeed for Durham.
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