Cadillac Fairview successfully resists forced assignment of HBC leases
Torys acted as counsel to Cadillac Fairview with a team that included David Bish (restructuring) and Jeremy Opolsky, Alec Angle and Alina Butt (litigation)
On October 25, 2025, the Ontario Superior Court (the “Court”) released a decision dismissing the Hudson’s Bay Company (“HBC”) motion to force the assignment of over 25 of its most consequential leases to Ruby Liu Commercial Investment Corp. (“Central Walk”) as part of its Companies’ Creditors Arrangement Act (CCAA) proceedings.
HBC obtained creditor protection under the CCAA on March 7, 2025. Unable to restructure, it proceeded to liquidation, including its leases in shopping centres across Canada. As part of the liquidation, HBC held an auction and selected Central Walk as the buyer for 25 former HBC lease locations, subject to court approval.
HBC sought to have the leases forcibly assigned to Central Walk pursuant to section 11.3 of the CCAA, over the objections of all but one of the affected landlords.
The resulting decision by the Ontario Superior Court of Justice (Commercial List)—decided in favour of the objecting landlords—is now the seminal case on forced assignments of contracts by insolvent persons over the objections of contractual counterparties pursuant to section 11.3 of the CCAA. The Court also provided an important ruling on ipso facto clauses as applied to contractual rights that are consensually altered by the parties prior to the commencement of CCAA proceedings.
Read our article for more information on what you need to know about this decision.