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Denise D. Bright

Corporate & Securities Transactions Lawyer

Partner 

Keely Cameron

Litigation Lawyer at Bennett Jones Calgary

Partner

Chyna Brown

Commercial Litigation Lawyer at Bennett Jones Calgary 

Associate

In Royal Bank of Canada v Patterson Dental Canada Inc, the Alberta Court of Appeal clarified how PPSA priority rules apply where assets used in a corporate business are personally owned by a director. The Court confirmed that ownership and registration against the correct debtor are decisive in priority disputes, and provided guidance on the treatment of leases and the proper distribution of holdbacks in insolvency sales.

Alberta Court of Appeal Clarifies PPSA Priorities in Insolvency Sales

Luke Morrison

Energy Project Development, M&A, and Commercial Transaction Lawyer at Bennett Jones Calgary

Years after an insolvency proceeding is closed, can a solvent co-lessee/working interest participant (WIP) still be on the hook for their former partner’s share of unpaid Crown royalties? A recent Alberta Court of Appeal decision to allow an appeal in <a href="https://www.canlii.org/en/ab/abca/doc/2025/2025abca181/2025abca181.html">Spartan Delta Corp v Alberta (Energy and Minerals), 2025 ABCA 181</a> [Spartan Delta], raises concerns around whether the answer to such question can be 'yes'. The oil and gas industry is closely tracking the outcome of this appeal (anticipated to be heard in Fall 2025) on the basis that if the appeal were to be granted it would create uncertainty for upstream oil & gas joint interest owners as to the impact of insolvency proceedings on existing liabilities (and would have implications for purchasers and WIPs alike in relation to oil & gas M&A out of insolvency proceedings).

Spartan Delta Corp

Spartan Delta Appeal Raises Uncertainty for Co-Lessees After Insolvency

Kelsey J. Meyer

Restructuring & Insolvency Lawyer | Commercial Litigation

In late May, the Supreme Court of Canada (the SCC) denied an application for leave to appeal a decision of the Court of Appeal of Alberta, which, in turn, had denied leave to appeal of the decision of the Court of King’s Bench of Alberta in Re Mantle Materials Group, Ltd, 2023 ABKB 488 (Mantle KB). The decision in Mantle KB held that the interests of secured creditors are subordinate to environmental obligations pursuant to the Environmental Protection and Enhancement Act, thus confirming that the priority of environmental obligations determined by the SCC in Orphan Well Association v Grant Thornton Ltd, 2019 SCC 5 applies beyond the oil and gas industry.

Supreme Court of Canada Dismisses Leave on Leave in Mantle Materials Group The Priority

Supreme Court of Canada Dismisses Leave-on-Leave in Mantle Materials Group: The Priority of Environmental Obligations Extends Beyond the Oil & Gas Industry

Michael D. Mysak

Corporate & Commercial Litigation Lawyer

A recent <a rel="noopener noreferrer" rel="noopener noreferrer" href="https://www.canlii.org/en/ab/abca/doc/2024/2024abca139/2024abca139.html" target="_blank">decision </a>out of the Alberta Court of Appeal found that as soon as a company handed over their investigative reports to regulators in connection with a pipeline incident, privilege over the reports was lost.

Submitting an Incident Response Report to a Regulator Consider Privilege Waived

Submitting an Incident Response Report to a Regulator? Consider Privilege Waived

Natalia E. Iamundo

Commercial Real Estate Lawyer at Bennett Jones Toronto

Benjamin K. Reingold

Intellectual Property Litigation Lawyer at Bennett Jones Calgary

Ahmed Elmallah

Intellectual Property Lawyer at Bennett Jones Edmonton

Counsel, Patent Agent, Trademark Agent

Proptech is transforming the real estate sector through technologies such as AI, IoT and data-driven platforms. This blog examines recent Canadian patent filing trends, emerging litigation and key IP considerations for companies developing or adopting proptech solutions.

Prop Tech Patents And Patent Litigation

Proptech: Patents and Patent Litigation

Samuel Judson

Craig R. R. Garbe

Commercial Real Estate Lawyer | Funds, REITs & JV Deals

Rights of first refusal (ROFRs) can significantly affect Canadian commercial real estate transactions, particularly when properties are sold as part of a portfolio. This blog reviews limited Canadian case law addressing when ROFRs are triggered in portfolio sales and the challenges they create for vendors and purchasers. It also outlines practical structuring strategies to help navigate these complex transactions.

Rights of First Refusal in Canadian Commercial Real Estate

Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs

Simon P. Crawford

Leading Commercial Real Estate Lawyer at Bennett Jones Toronto

Vanessa Kiraly

In Oliva v. Dickson (2025 ONSC 6666), the Ontario Superior Court confirmed that Building Code compliance can be an implied term of an Agreement of Purchase and Sale and a basis for vendor-builder liability in negligence. Even without structural failure or express contractual representations, failing to obtain required permits may breach both contractual and tort duties. The decision is a cautionary reminder that regulatory compliance defines both legal risk and commercial expectations in real estate transactions.

No Permit Big Problems

No Permit, Big Problems: Building Code Compliance,  Implied Terms and Vendor-Builder Liability in Ontario

Daniel (Dan) R. Chubb

Corporate Commercial Lawyer at Bennett Jones Edmonton

Joan Bilsland

Knowledge Management Research Lawyer at Bennett Jones

Knowledge Management Research Lawyer

Luke Stretch

Commercial Real Estate Lawyer at Bennett Jones Calgary

Canadian courts generally treat real estate deposits as forfeitable upon a purchaser&rsquo;s default, distinct from unenforceable penalty clauses. However, under the Redstone factors, courts may grant relief from forfeiture where a deposit is grossly disproportionate to the vendor&rsquo;s damages or where retaining it would be unconscionable in the circumstances.

When A Deposit Becomes A Penalty

When a Deposit Becomes a Penalty: Relief From Forfeiture in Real Estate Transactions

Andrew N. Disipio

Mining & Corporate Finance Lawyer | M&A, Equity & Debt Deals

Hon. John R. Baird P.C.

Senior Advisor | International Trade, Investment & Security

Senior Business Advisor

Sander A.J.R. Grieve KC

Global Mining Finance & M&A Lawyer | Bennett Jones Toronto

Members of Bennett Jones' mining team shared their insights across three panels held at the firm's Toronto office during this year's PDAC convention. The discussions addressed the opportunities and complexities of this evolving landscape&mdash;and what Canada must do to capitalize on the moment.

Keely Cameron on Insolvencies and the Energy Industry

From the Same Authors

Alberta Court of Appeal Clarifies PPSA Priorities in Insolvency Sales

Spartan Delta Appeal Raises Uncertainty for Co-Lessees After Insolvency

Supreme Court of Canada Dismisses Leave-on-Leave in Mantle Materials Group: The Priority of Environmental Obligations Extends Beyond the Oil & Gas Industry

Latest Insights

Proptech: Patents and Patent Litigation

Rights of First Refusal in Canadian Commercial Real Estate: Navigating Portfolio ROFRs

No Permit, Big Problems: Building Code Compliance, Implied Terms and Vendor-Builder Liability in Ontario

When a Deposit Becomes a Penalty: Relief From Forfeiture in Real Estate Transactions

Stay Informed. Stay Ahead.