Whose Tractor Is It Anyway? Quebec Decision Clarifies Ownership Claims In Receivership

• Published date: 02 October 2025
• Subject Matter: Finance and Banking, Corporate/Commercial Law, Financial Services, Contracts and Commercial Law
• Law Firm: Bennett Jones LLP
• Author: Ms Mahnaz Jan Ali and Andrée-Anne Tremblay

Key Takeaways from Séquestre de Bois BSL inc. / BSL Wood Products Inc., 2025:

• Once receivership or bankruptcy is declared, federal insolvency law applies
• Late registration invalidates ownership claims
• Majority decision in Maschinenfabrik prevails

A recent Quebec Court of Appeal's decision in Séquestre de Bois BSL inc. / BSL Wood Products Inc., 2025 QCCA 993, builds on the Superior Court's ruling¹ and revisits the dissenting opinion in Maschinenfabrik Rieter AG c. Canadian Fidelity Mills Ltd., 2005 QCCA 1033. It clarifies the legal treatment of ownership claims in the context of receivership and the consequences of late registration of security under Quebec law.

Background

On September 16, 2024, Bois BSL Inc. and Investissement BDG BSL Inc. (collectively, the Debtor) were placed under receivership, and FTI Consulting Canada Inc. was appointed as receiver (the Receiver). Brandt Tractor Ltd. (Brandt) filed a proof of claim asserting ownership over a piece of equipment, a John Deere loader worth $285,900 and subject to a conditional sale agreement between Brandt and the Debtor, arguing that the sale never took place or, alternatively, was conditional upon full payment, which was never received. The piece of equipment was on the Debtor's premises at the time of the Receiver's appointment and the Toronto-Dominion Bank (TD) had a hypothec on the universality of the Debtor's movable property since 2018.

Brandt's claim...