Executive Summary: Key Legal and Evidentiary Issues

• At the centre of these proceedings is a foreclosure petition by Van Maren Financial (2018) Ltd. ("VMF") over a 162-acre property near Golden, B.C., commonly known as Beaverfoot Lodge, in which VMF holds a first mortgage registered on September 16, 2019.
   
• Central to the first decision (2026 BCSC 227) is whether the petitioner's application for court approval of a sale should be adjourned, given a dispute about substantial property damage that arose between the court-approved purchase date and the scheduled completion date of January 5, 2026.
   
• Contested in the second decision (2026 BCSC 1069) is whether CRO Holdings, LLC ("CRO"), a non-party to the B.C. proceedings, had standing to apply for a stay of both B.C. actions on the basis of a forum selection clause contained in a memorandum of understanding ("MOU") between CRO, Wolfenden Ventures Ltd., and Daniel Alexander White.
   
• Uncertainty surrounding Mr. White's true role — including a sworn affidavit stating he was the 100-percent shareholder of Wolfenden, which was later said to be inaccurate — and the existence of related Texas litigation compounded the complexity of both hearings.
   
• Applicable legal frameworks included Rule 22-1(7)(b) and Rule 22-1(4)(a) of the Supreme Court Civil Rules, section 11 of the Court Jurisdiction and Proceedings Transfer Act, S.B.C. 2003, c. 28, and the two-part test for enforcing forum selection clauses established in Z.I. Pompey Industrie v. ECU-Line N.V., 2003 SCC 27.
   
• B.C. courts retained exclusive jurisdiction over both proceedings, as the subject matter — title, mortgage priority, and contract of purchase and sale — concerned B.C. land that a Texas court had no authority to adjudicate.

Facts of the case

Van Maren Financial (2018) Ltd. ("VMF") is the holder of a first mortgage registered on September 16, 2019, against a 162-acre property located on Beaverfoot Forest Service Road near Golden, B.C., extending to Lake Louise, Alberta, commonly known as Beaverfoot Lodge. The registered owner of the property is Wolfenden Ventures Ltd. ("Wolfenden"), a company whose sole director is Daniel Alexander White, who is also the guarantor of Wolfenden's indebtedness to VMF. VMF commenced foreclosure proceedings on April 10, 2024. On October 31, 2024, VMF obtained an order nisi with a four-month redemption period and a judgment against Wolfenden and Mr. White in the amount of $2,490,552.41, which remained unpaid. On May 8, 2025, VMF was granted an order for exclusive conduct of sale, with any sale subject to court approval unless all parties agreed in writing.

In August 2025, Douglas Allan Zimmerer made an offer to purchase the property for $1.5 million; VMF counteroffered at $2.5 million. A dispute arose over whether that counteroffer was accepted or withdrawn. In any event, on October 20, 2025, a sealed bid process was conducted in court, and a group comprising Mr. Zimmerer, Mohamed Irfan Vohra, Sayidakhatoon Vohra, and Gia Samaviti (the "Purchaser Group") submitted the successful bid. The Court approved the sale to the Purchaser Group for $3,001,000.11. The sale was to complete on December 19, 2025, with the Purchaser Group paying a deposit of $150,000 to counsel in trust. By agreement, the completion date was extended to January 5, 2026, with the Purchaser Group paying a further deposit of $135,000; however, difficulties arose with clearing the cheque and the Purchaser Group paid $100,000 USD by wire transfer on December 29, 2025. The sale did not complete on January 5, 2026.

The Purchaser Group's position was that the property had been extensively damaged sometime after October 20, 2025, and before early January 2026, when two of its members attended the property. VMF's position was that the contract of purchase and sale contained an "as-is / where-is" clause requiring the Purchaser Group to complete regardless of any damage. The Purchaser Group subsequently filed a notice of civil claim asserting breach of contract and specific performance, including non-disclosure of the damage as a ground.

Separately, on or about October 15, 2025, Mr. White, on behalf of Wolfenden, entered into a memorandum of understanding and assignment of interest with CRO Holdings, LLC ("CRO"), a company incorporated in Wyoming, U.S.A. that describes itself as being in the business of distress acquisitions. The MOU contained a forum selection clause providing that any litigation about the MOU would occur under the exclusive jurisdiction of the courts of Harris County, Texas. Mr. Chaudhri of CRO deposed that the MOU transferred all of Mr. White's interest in Wolfenden to CRO. Complications arose around Mr. White's actual ownership of Wolfenden: his sworn affidavit stated he was the 100-percent shareholder of Wolfenden, but VMF's counsel later advised the Court that Wolfenden was in fact owned by an Alberta numbered company, which was in turn owned by the Dan White Family Trust. Additionally, there was pending litigation in Texas that expressly referenced the Beaverfoot property.

Contractual and statutory provisions at issue

The contract of purchase and sale approved on October 20, 2025, was said by VMF to contain an "as-is / where-is" clause, which VMF argued required the Purchaser Group to complete the transaction even in the event of extensive post-approval damage. The Court in the first decision declined to resolve this contractual interpretation question at the adjournment stage, noting that all case law relied upon by VMF arose from proceedings where substantive arguments had already been heard.

In the second decision, CRO relied on two legal bases to seek a stay of both B.C. proceedings. The first was the forum selection clause in the MOU, which designated the courts of Harris County, Texas, as the exclusive forum. The applicable test for enforcing such a clause requires the party relying on it to first establish that it is valid, clear, enforceable, and applicable to the action, after which the other party must show strong cause to decline enforcement: Z.I. Pompey Industrie v. ECU-Line N.V., 2003 SCC 27; Douez v. Facebook, Inc., 2017 SCC 33; Medicane Health Incorporated v. Bar Tal, 2022 BCCA 95. The second basis was section 11 of the Court Jurisdiction and Proceedings Transfer Act, S.B.C. 2003, c. 28 (CJPTA), which allows a B.C. court to decline jurisdiction where another forum is clearly more appropriate, having regard to factors including comparative convenience, the applicable law, the desirability of avoiding multiplicity of proceedings, and the fair and efficient working of the Canadian legal system.

Reasoning and analysis

In the first decision (2026 BCSC 227, heard January 26, 2026, before Justice K. Wolfe), the Court applied the adjournment test as codified in Rule 22-1(7)(b) of the Supreme Court Civil Rules and articulated in Navarro v. Doig River First Nation, 2015 BCSC 2173. The paramount consideration is whether the Court has what it needs to do what is just and equitable between the parties. Justice Wolfe identified three principal reasons for granting the adjournment. First, the application, if granted on the merits, would result in a final order in respect of land — a consequence not easily undone. Second, there was a genuine and triable dispute about whether the Purchaser Group had a justifiable reason for not closing on January 5, 2026, which was also the subject of its civil claim. Third, there was unresolved uncertainty about the extent of the property damage and conflicting affidavit evidence on that point: Mr. White's January 22, 2026 affidavit suggested the damage was not significant, while the Purchaser Group's materials from January 20, 2026, described extensive damage observed in early January. Further complicating matters was Mr. White's uncertain relationship to Wolfenden, the MOU with CRO, and the existence of related Texas litigation. The Court accepted there was some prejudice to VMF from the delay but found it less significant than the prejudice the Purchaser Group would suffer if unable to pursue its triable issues.

In the second decision (2026 BCSC 1069, heard May 11, 2026, judgment June 3, 2026, before Justice Chan), the Court dismissed CRO's stay application on multiple independent grounds. On the threshold question of standing, Justice Chan found CRO was not a party to either B.C. proceeding and had not been served with the foreclosure petition or the notice of civil claim. CRO had not referred the Court to any authority permitting a non-party to rely on a forum selection clause or a forum non conveniens argument to obtain a stay, and the Court declined to find that CRO's prior attendance at hearings as an interested observer or potential purchaser conferred standing to seek procedural relief. On the forum selection clause, even if CRO had standing, the clause could not apply because VMF was not a party to the MOU. For a forum selection clause to bind a party, the dispute must concern the interpretation or implementation of that agreement: Medicane at para. 20; 2249659 Ontario Ltd. v. Sparkasse Siegen, 2013 ONCA 354. VMF had not agreed to litigate in Texas, and a plaintiff is not bound by a clause to which it did not agree merely because its claim arises in the context of another party's contractual relationship: Aldo Group Inc. v. Moneris Solutions Corporation, 2013 ONCA 725 at para. 44. On the CJPTA analysis, the Court found that none of the section 11(2) factors favoured Texas. The Lands are in B.C., the parties are located in B.C., and B.C. courts have exclusive jurisdiction to adjudicate title and rights to B.C. lands. The applicable law for the foreclosure is B.C. foreclosure law; for the specific performance action, it is B.C. contract law. There was no prospect of conflicting rulings, as the Texas proceeding — a contractual dispute between CRO, Wolfenden and Mr. White — raised issues entirely different from those in the B.C. proceedings. The Court also noted that the temporary Texas injunctions CRO pointed to had already expired, and there was no evidence they had been brought to the attention of the Texas court in the context of the B.C. orders.

Ruling and overall outcome

In the first decision, Justice Wolfe granted the adjournment requested by the Purchaser Group. The matter was adjourned to a full-day long chambers hearing to be scheduled in April 2026. Additional orders were made requiring cross-examination of Mr. White on his January 22, 2026 affidavit, to be completed no later than March 13, 2026, and requiring Mr. White to produce documents concerning the insurance claim and damage to the property at least three days before the examination. The Group was also given liberty to file an application for a stay of the foreclosure proceedings and/or referral to the trial list and/or consolidation with its civil claim on or before February 6, 2026. Costs of the adjournment application were reserved to the justice hearing the full chambers application. In the second decision, Justice Chan dismissed CRO's application for a stay of both B.C. proceedings in its entirety. VMF was the successful party, with costs awarded in its favour at Scale B.