From: M. Kim Anderson, K.C. Direct: (306) 933-1334 Email: mk.anderson@rslaw.com File #: 62076.5
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Competition Tribunal Registry Officer Thomas D'Arcy McGee Building 90 Sparks Street, Suite 600 Ottawa, ON K1P 5B4 tribunal@ct-tc.gc.ca Badih.Abboud@tribunal.gc.ca
Dear Mr. Abboud: RE: Goshen Professional Care Inc. (“Goshen”) v The Saskatchewan Health Authority (“SHA”) and The Ministry of Health (the “Ministry”) File No. CT-2024-007 (the "Proceeding")
We write further to the Direction to Counsel, dated February 4, 2025. The decision cited in the Direction to Counsel is the sale order granted January 10, 2025, referenced in our previous correspondence. An application for leave to appeal from that order is pending before the Saskatchewan Court of Appeal on February 12, 2025. There is some uncertainty about whether the appeal is by right or must be by leave. If by leave, a stay of proceedings will arise on a grant of leave, and if by right, a stay commenced on the date the appeal was filed.
We had previously referenced an application argued November 22, 2024 in which the Receiver sought directions from the Court, including in relation to Goshen’s authority to commence those proceedings in light of the receivership order. It may be of assistance to attach the Notice of Application in that matter to provide the Tribunal with further details of the matters before the court that day. We have done so. Further information on the bankruptcy matter may be found on the Receiver’s case website at GOSHEN PROFESSIONAL CARE INC | MNP LTD:
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We have consulted with counsel for SHA prior to preparing this letter. Counsel who commenced the appeal (also counsel for Goshen on this matter) has withdrawn from representing Goshen in the bankruptcy matter and in the Court of Appeal. New counsel began representation of Goshen on January 21 in a related matter, and assumed conduct of the Court of Appeal matter shortly thereafter. We were advised that they intended to represent Goshen before the Competition Tribunal as well, but did not receive official notice of a change of representation. An email inquiring of Mr. Runyowa as to whether he continued to act in this matter at the beginning of this week was forwarded by him to the principals of Goshen by him without comment to us.
Yesterday, new counsel on the Court of Appeal matter sent notices of withdrawal, respecting the Court of Appeal matter. In the result we remain unsure as to representation of the applicants.
Having consulted with counsel for SHA, I can advise that: (a) Both SHA and the Receiver are ready to proceed if that should be the wish of the Tribunal;
(b)
From the perspective of both, it would seem to make sense to await further developments on the bankruptcy matter, with the Receiver to report back when there is a disposition of the appeal, or a ruling on the November 22 application, with further recommendations.
As we have not seen a withdrawal from counsel of record, we have copied him with this letter. Thank you for your kind assistance. Yours truly, Robertson Stromberg LLP Barristers and Solicitors
Per:
M. Kim Anderson, K.C. Legal Prof. Corp.
Enclosures cc. Runyowa Law, attn: Tavengwa Runyowa, Brandon Cain Miller Thomson LLP, attn: Devin Persaud, Brian Whitwam, Ryan Kitzul, Carter Bezugly
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COURT FILE NUMBER KBG-RG-1228-2023 COURT OF KING’S BENCH FOR SASKATCHEWAN IN BANKRUPTCY AND INSOLVENCY
JUDICIAL CENTRE
REGINA
IN THE MATTER OF THE RECEIVERSHIP OF GOSHEN PROFESSIONAL CARE INC.
NOTICE OF APPLICATION
NOTICE TO RESPONDENTS
This application is made against you. You are a Respondent. You have the right to state your side of this matter before the Court.
To do so, you must be in Court when the application is heard as shown below: Where Court of King’s Bench 2425 Victoria Ave, Regina, SK S4P 4W6 Date Friday, November 22 , 2024 to be heard by Telephone conference Time 9:00 am
(Read the Notice at the end of this document to see what else you can do and when you must do it.)
Remedy claimed or sought:
1.
The Receiver seeks the advice and direction of the Court as respects the following matters: (a) The breach by management of the debtor corporation of a written undertaking made by them whereby they undertook not to admit additional residents to the property without the consent of the Receiver
(b)
The bringing of an application for leave to commence proceedings by the directors of the debtor company in the Competition Tribunal for Canada in circumstances where:
(i) (ii)
(iii)
it appears that the directors do not have the power to do so; It appears that the directors seek relief against the Receiver and to defeat or delay the sale process underway in this receivership proceeding; and
where the actions of the directors may expose the receiver or the receivership estate to an award of costs.
C:\Users\mk.anderson\ND Office Echo\CAN-8MBDZV00\Notice of Application - Directions 1415-9802-2672 v.4.docx
2.
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Such further and other relief as the Court may grant or impose in furtherance of any direction given to the Receiver
Grounds for making this application:
3.
As noted in the Third Report of the Receiver, filed: (a) Management of the debtor corporation has breached a written undertaking given to the Receiver and filed in court;
(b)
The directors of the debtor corporation have commenced an application for leave before the Competition Tribunal, in circumstances where:
(i)
(ii)
(iii)
The directors of the debtor corporation do not appear to have the residual power to do so;
Counsel for the debtor corporation has stated that it is a central aim of the proceeding to seek a remedy which will defeat or delay the sale process undertaken in this proceeding; and
The proceeding has the potential to expose the receivership estate to an award of costs.
Material or evidence to be relied on:
4.
The Receiver relies on the following material or evidence: (a) this Notice of Application, with proof of service; (b) the Service List; (c) the Third Report of the Receiver dated October 23, 2024; (d) Affidavit of M. Kim Anderson, appending materials filed by the applicant in matter CT-2024-007, being Goshen Professional Care;
(e) (f) (g)
the Receivership Order granted in this proceeding entered January 11, 2024; Brief of Law (to be filed); Such further and other materials as counsel may advise and this Honourable Court may allow.
Applicable Acts and Regulations:
5.
The Bankruptcy and Insolvency Act, RSC 1985, c B-3, Part XI.
DATED at Saskatoon, Saskatchewan, this 4 th day of November, 2024.
ROBERTSON STROMBERG LLP
For: M. Kim Anderson, K.C. Counsel for the Receiver
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NOTICE If you do not come to Court either in person or by your lawyer, the Court may give the applicant(s) what they want in your absence. You will be bound by any order that the Court makes. If you want to take part in this application, you or your lawyer must attend in Court on the date and at the time shown at the beginning of the form. If you intend to rely on an affidavit or other evidence when the application is heard or considered, you must reply by giving reasonable notice of the material to the applicant.
CONTACT INFORMATION AND ADDRESS FOR SERVICE
ROBERTSON STROMBERG LLP Barristers & Solicitors Suite 600, 105 – 21 st Street East Saskatoon, SK S7K 0B3
Lawyer in Charge of file: Direct Line: Facsimile: E-Mail:
M. Kim Anderson, K.C./Tom Baldry (306) 933-1344 (306) 652-2445 mk.anderson@rslaw.com / t.baldry@rslaw.com