Appealing Sale Approval Orders: A Year-End Review of Guidance From the Ontario Court of Appeal

In 2026, the Court of Appeal for Ontario (the “Court”) has released several decisions addressing appeals of sale orders granted by lower courts in receivership proceedings. These decisions consistently affirm that appellate review of orders granted in proceedings under the Bankruptcy and Insolvency Act is narrow, and parties hoping to overturn the results of a court-approved sale face a high bar. As the year draws to a close, this article sets out certain key takeaways and common themes in the Court’s guidance on this subject matter.

1. Bald Assertions Are Insufficient to Support Requests for Appellate Relief

The Court confirmed that parties seeking to appeal from a lower court’s order must provide persuasive explanations for the relief they seek. In Toronto-Dominion Bank v. 1871 Berkeley Events Inc., 2026 ONCA 22, the Court declined to grant an extension of the 10-day timeline to file an appeal in r. 31(1) of the Bankruptcy and Insolvency General Rules, C.R.C. c. 368, because the moving parties had failed to “provide a persuasive explanation for the delay” and had relied “primarily on bald assertions about unspecified errors caused by court staff.” While the Court was satisfied that the moving parties had formed an intention to appeal, the affidavit evidence proffered was insufficient to meet the legal test to grant an extension, particularly given that the extension motion was brought nearly two months after the impugned order was granted.

In Royal Bank of Canada v. 1512632 Ontario Inc. (Cheema & Sons Transport), 2026 ONCA 618, the Court held that the debtors did not have an appeal as of right under s. 193(c) of the Bankruptcy and Insolvency Act, R.S.C., 1985, c. B-3 (“BIA”), because they had not demonstrated that the granting of an approval and vesting order for the debtors’ real properties resulted or would result in a loss of more than $10,000. A “mere bald assertion” that the court-appointed receiver could have obtained a higher price for the real properties was “not sufficient.” With respect to the debtors’ request for an extension of the time to appeal, the Court similarly found that the debtors had not provided an “adequate explanation” for the delay nor evidenced an intention to appeal. Notably, it was difficult for the debtors to establish that they had maintained an intention to appeal when they did not mount any kind of opposition to the receiver’s motion after the motion judge denied their adjournment request.

2. Appellate Review Is Not a Forum for Collateral Attacks on Prior Orders

The Court has repeatedly cautioned that appellate review is not an opportunity to relitigate issues that have already been decided by lower courts. In Cameron Stephens Mortgage Capital Ltd. v. 2011836 Ontario Corp., 2026 ONCA 77, the Court found there was no merit to the debtors’ appeal, which appeared to be a “collateral attack on earlier court orders.” The debtors did not appeal a prior order approving the sale process proposed by the court-appointed receiver for certain real property and establishing a minimum floor price for such real property. Consequently, the debtors could not now argue, on appeal, that the motion judge erred in approving sale transactions at the prices obtained by the receiver in accordance with that prior order.

In 2615333 Ontario Inc. v. Central Park Ajax Developments Phase 1 Inc., 2026 ONCA 544, the Court declined to grant leave to the mortgagee to appeal an order approving the sale of certain real properties to the Corporation of the Town of Ajax (the “Town”). The mortgagee argued that a development agreement negotiated by the court-appointed receiver and the Town restricted the receiver’s ability to obtain a higher price for the subject properties. The Court found that the mortgagee’s attempts to challenge the validity or wisdom of the development agreement on appeal amounted to a collateral attack on the receivership order (which incorporated the development agreement by reference) and a subsequent order dismissing the mortgagee’s motion to vary the receivership order. The Court noted that “dissatisfaction with these previous orders” was not an issue that the Court could address in the context of the appeal. In fact, if the mortgagee were permitted to proceed with the appeal, it could not challenge the validity or terms of the development agreement.

3. Section 193(c) Requires Direct, Proven Loss, Not a Dispute About Price

The Court has consistently held that for an appellant to have a right of appeal under s. 193(c) of the BIA, any loss of $10,000 or more must be “direct.” In Cameron Stephens Mortgage Capital Ltd. v. 2011836 Ontario Corp., the Court found that evidence suggesting that agreements of purchase and sale entered into before the receivership contemplated higher sale prices than the agreement approved by the lower court was speculative and insufficient to satisfy the requirements of s. 193(c). Pre-receivership prices did not amount to compelling evidence that the price obtained by the receiver could have been higher. Rather, the Court would be looking for evidence of alternative offers.

Similarly, in 2615333 Ontario Inc. v. Central Park Ajax Developments Phase 1 Inc., the Court found that the appraisal obtained by the mortgagee could not support its position that it stood to suffer a loss of more than $10,000 if the order were upheld because, notwithstanding the appraised value, the receiver’s previous efforts to market the properties had not generated any offers of such value.

The Court also reaffirmed that loss should be determined by way of a “substantive assessment of competing offers,” rather than merely a comparison of formal prices. Evidence of two other offers that the receiver had previously chosen not to pursue did not amount to compelling proof that the receiver could have obtained a higher price. In particular, the Court took notice of the fact that a bidder whose offer had been rejected by the receiver had failed to pay a deposit during a previous sale process and failed to close on a previous agreement of purchase and sale. Further, commitment letters or any expressions of interest that fell short of a firm offer could not be characterized as evidence that the receiver could have received a better price.

The Court’s decisions outlined above make it clear that the appellate process must not be used as a tool to delay receivership sales. Parties seeking to challenge sale approval orders must comply with procedural timelines and proffer satisfactory evidence to meet the applicable legal tests.

The Financial Services Group at Aird & Berlis LLP regularly advises lenders, borrowers, court-appointed receivers and other stakeholders on receivership proceedings, including the structuring and implementation of court-approved sale processes and related approval and vesting orders. Please contact the author or a member of the group if you have questions or require assistance.