Good afternoon.

Following are this week’s summaries of the Court of Appeal for Ontario for the week of March 21, 2022.

Areas of law covered in the cases this week included bankruptcy and insolvency (setting aside discharge from bankruptcy and after-acquired property), municipal liability for building inspections, two child protection decisions, guarantees and a partnership dispute.

Wishing everyone an enjoyable weekend.

Table of Contents

Civil Decisions

With the Commercial Rent (Coronavirus) Bill having received Royal Assent, Penningtons Manches Cooper’s real estate litigation team sets out below an overview of the restrictions now coming into force.

There are restrictions on the service of statutory demands and winding-up petitions where a debtor company is unable to pay sums claimed due to coronavirus, which are due to expire on 31 March 2022.

With the Commercial Rent (Coronavirus) Bill (the Bill) now in its final stages, Penningtons Manches Cooper’s real estate litigation team sets out below an overview of the new restrictions that will come into force when the Bill is given Royal Assent.

Current restrictions

It may first be beneficial to review the current moratorium that is in place. The majority of these restrictions expire on 25 March 2022 and the insolvency restrictions expire on 31 March 2022 but, until those dates, the following apply:

This month sees a statement by the Charity Commission on the Ukraine crisis and how this impacts charities, and a factsheet released by the UK government on the impact the war has had on energy.

There are also some very interesting articles regarding support for domestic abuse victims to how to deal with Social Housing complaints.

Finally there is a press article on TLT’s involvement in the innovative second modular deal for Town and Country Housing and Legal and General Modular Homes.

Good afternoon.

Following are our summaries of the civil decisions of the Court of Appeal for Ontario for the week of March 14, 2022.

Topics covered this week included property of a bankrupt (beneficial interest in trust property), testamentary capacity and extensions of time to perfect appeals.

Wishing everyone an enjoyable weekend.

Table of Contents

Civil Decisions

The concept of a single purpose entity is often present in the purchase and financing of commercial real estate. A lender may require its borrower to be a single purpose entity in order to lessen the lender’s bankruptcy risk in the event that the borrower or any of its parent entities file for bankruptcy, and also to ensure that no other businesses of the borrower adversely affect the property that is the subject of the loan.

Good evening.

Following are our summaries of the civil decisions of the Court of Appeal for Ontario for the week of March 7, 2022.

In Ernst & Young Inc. v. Aquino, the court upheld the application judge’s decision to grant the orders the Bondfield monitor and trustee in bankruptcy requiring payments made at undervalue to be repaid.  In coming to its decision, the Court applied the corporate attribution doctrine.

In the 1500s, debtors in England would avoid paying their debts by transferring property to friends or family as a gift or for undervalue, move to a sanctuary such as church land, wait for their creditors to exhaust their efforts or come to a favourable settlement of the debt, and then return and take a re-transfer of the property. This was a fraud on the creditors.

To prevent this mischief, in 1571, Parliament enacted the Fraudulent Conveyances Act (13 Eliz I, c 5), known as the Statute of 13 Elizabeth, and in Australia, as the Elizabethan Statute. It provided:

根据测算，截止2022年年初，国内烂尾项目规模已经超过2万亿，随着2021年大型房地产公司接连“暴雷”，势必会产生更多的烂尾或接近烂尾的项目。对于商业逻辑自洽的单体项目破产重组，借助破产清算或重整程序分兵突围势必成为地方政府主导重整的最优路径。但是鉴于目前的房地产市场行情以及烂尾项目续建的特点，大部分重整投资人，尤其是财务投资类型的重整投资人更倾向于采用固定收益的方式进行项目重整，既能实现维护稳定的社会效果，又能最大限度地保证投资安全。因此，如何在当前法律架构下保障固定收益重整投资人的利益是本文中讨论的主要问题。

一 重整投资人的收益模式对比

重整投资人参与烂尾项目的收益模式大致可以分为固定收益模式、风险收益模式和固定加风险收益模式。不同的收益模式下重整投资人有不同的投资逻辑，也有不同的退出模式。我们从投入、收益、风险以及安全性角度对固定收益模式与风险收益模式进行了比较。

（一）固定收益模式

固定收益模式的特点是重整投资人投入重整资金，约定固定收益率，在最终财产变现所得中优先收回投资本金及收益，项目剩余资产全部用于债权清偿。

The proposed Commercial Rent (Coronavirus) Bill and updated Code of Practice represents a commercial and pragmatic response by the legislator to resolving the apparent billions of pounds of commercial rent arrears arising out of the pandemic.

What does the Commercial Rent (Coronavirus) Bill propose?