Executive Summary: Key Legal and Evidentiary Issues

• Hillside Estates, a 347-unit condominium project built in 1973, faces financial non-viability due to approximately $19.8 million in required special assessments and declining unit values averaging $72,778.

• A special resolution to sell the entire project to Twenty8Hillside for $44 million was passed by 344 of 427 eligible owners (80%), representing 7,548 of 10,000 unit factors.

• Two dissenting owners — Nathaniel Vos and Brooks Topp Professional Corporation — opposed the sale, arguing the Board's process was oppressive, the special resolution was invalid, and that Board members had conflicts of interest.

• The Court found no conflict of interest among Board members, as section 28(4) of the Condominium Property Act excludes mere unit ownership from constituting a material interest.

• Respondents' attempt to remove Miller Thomson as counsel for the Condo failed because the firm represented the corporation, not Mr. Vos personally, in accordance with Law Society of Alberta rules.

• Applying the "just and equitable" standard under section 61(1) of the Act, the Court granted the application to terminate condominium status and approved the sale of the project.

The facts of the case

Hillside Estates is a condominium complex located in Edmonton, Alberta, consisting of 347 condominium units spread across two towers with underground parking and ground-floor commercial and retail space. The property, known formally as Condominium Plan No. 862 2917, was originally built in 1973 as rental apartments and converted to a condominium in 1986. Over 60% of the units were owned by investors who rented them out, and the 27 residential units sold in 2024 and 2025 fetched prices ranging between $46,000 and $115,000, with an average sale price of $72,778.

Financial distress and mounting special assessments

The condominium had been struggling financially for years, leading to steep increases in monthly condominium fees. A 2022 reserve fund study conducted by Keller Engineering recommended increasing average individual monthly capital fund contributions from $111 to $397 and identified special assessments of $19,800,000 required over the five-year period from 2022 to 2026 — roughly $57,000 per unit. Since 2022, special assessments of $6,000,000 had already been called, mostly for structural repairs to the underground parkade. An updated 2026 capital reserve study recommended further special assessments totalling just over $8,000,000 for 2026 and 2027. An informal owners' group, the Hillside Estates Owners Cooperative (HEOC), estimated that owners could on average expect to pay $116,000 in special assessments for a two-bedroom unit then valued at $80,000.

The path to a sale and the special resolution

In response to mounting financial pressure and owner concerns, the Board began exploring options including financing capital expenditures and entertaining third-party purchase offers. In June 2023, the Board received an initial offer of just over $38,000,000 from Leston. That offer was put to a vote at an Annual General Meeting but received only just over 75% of unit factors and 42% of unit owners present — insufficient for a special resolution. At the same meeting, six of seven Board incumbents, including Mr. Vos, were replaced. The reconstituted Board then engaged real estate firms and brokers, receiving multiple offers ranging from $37.5 million to $45 million. The highest offer, at $45 million from Twenty8Capital, initially proposed negotiating with individual unit owners. After finding individual negotiations too cumbersome, Twenty8Capital's affiliate, Twenty8Hillside, offered $44 million for the entire project, agreeing to honour previously negotiated individual deals that resulted in higher payouts (referred to as "top ups"). A special resolution was circulated and ultimately passed by 344 of 427 eligible owners (80%), representing 7,548 of 10,000 unit factors. As of March 2026, 42 unit owners (12%) were in arrears of monthly fees totalling $259,000 and were therefore ineligible to vote.

The opposition by Nathaniel Vos and Brooks Topp Professional Corporation

Nathaniel Vos and Brooks Topp Professional Corporation (BTPC) each owned a unit in the condominium. BTPC held the largest unit factor in the project at 55/10,000 undivided shares (0.55%), and the unit Mr. Vos owned was a more typical unit, with 23/10,000 shares (0.23%). They opposed the sale on several grounds: that their anticipated sale proceeds were less than what they believed their units were worth; that the process leading to the special resolution was oppressive and secretive; that the Board members had a conflict of interest in pursuing the sale; that Ms. Lepki's affidavit evidence amounted to unqualified opinion evidence; and that the Twenty8Hillside Offer was defective because it included side deals with purchasers. Mr. Vos, who had purchased his unit in 2010 for $194,000, expressed that he did not plan to sell and considered the unit a good long-term investment. He also sought removal of Miller Thomson as counsel for the Condo, arguing that the firm had received confidential observations, legal strategies, and thoughts from him during his tenure as President of the Condo.

The Court's analysis of the statutory framework and respondents' arguments

The Condominium Property Act does not prescribe a specific procedure for the bulk sale and dissolution of a condominium project. Section 60(b) permits termination by unanimous resolution without court involvement, while section 60(a) permits the corporation to apply to the court for termination. Section 61 then empowers the Court to declare termination if it is "just and equitable" having regard to the rights and interests of the owners as a whole. The Court found that the special resolution was validly passed in accordance with both the Act and the Condo's bylaws, which required agreement by not less than 75% of eligible voters representing not less than 75% of total unit factors. The calculation properly excluded 22 owners in arrears who were not entitled to vote.

On the conflict of interest argument, the Court held that section 28(4) of the Act specifically excludes mere ownership of a unit from constituting a material interest, meaning Board members who owned units were not in a conflict of interest. Regarding the removal of Miller Thomson, the Court noted that the firm represented the corporation and not Mr. Vos personally, relying on section 3.2.9 of the Law Society of Alberta Code of Conduct.

Fairness of the process and the competing higher offer

The Court rejected the respondents' claims that the Board had suppressed debate or acted unfairly. Evidence showed the Board held multiple sessions with owners — including a townhall meeting on November 20, 2024, and more general meetings on February 26, 2025, and June 5, 2025 — solicited and reviewed offers, recommended the best one, and circulated the proposed special resolution on August 25, 2025. A competing higher offer was raised around the time of the hearing. Ms. Lepki's second affidavit referred to an offer of $48,400,000 from a Harmani entity, received after the Twenty8Hillside Offer had already been approved by the special resolution. At the hearing, the Court noted the new offer was for $48,800,000 against the current $44,000,000 offer plus top ups. The Court declined to compel the Board to consider the new offer, reasoning that it was easy for a third party, knowing the accepted offer, to submit a higher bid after the fact. The Court also noted the practical challenges of restarting the process with a new buyer, including the need to re-obtain mortgagee approvals, while monthly condominium fees continued to fall further into arrears. The offeror had been part of the initial process, where its offer at that time was approximately $40,800,000, and had apparently lain in the weeds for over a year. Drawing on the British Columbia decision in The Owners, Strata Plan VR2122 v Wake, 2017 BCSC 2386, the Court emphasized that when the statutory majority of owners has determined that it is in their best interests, the others must have compelling reasons to tip the scales towards the minority — which was not established here.

The ruling and outcome

The Honourable Justice J.S. Little of the Court of King's Bench of Alberta found it just and equitable that the Condo be dissolved and the Project sold, granting the application brought by The Owners: Condominium Plan No. 862 2917. The opposing application filed by Nathaniel Vos and Brooks Topp Professional Corporation (Application 2603 04444) was dismissed. The Court approved the substance of the proposed order, which contemplated the sale of the project to Twenty8 Capital Hillside Estates Inc. for $44,000,000 (plus applicable top-up payments to certain owners), the termination of condominium status, and further court involvement as needed on matters such as rental rates for owners who remain as tenants. On costs, the Court directed that all parties otherwise bear their own costs, recognizing that the Applicant's costs would be paid by the Condo and Mr. Vos and BTPC would indirectly pay a share of those costs through condominium fees. An exact total payout figure cannot be precisely determined, as the final amount will exceed $44,000,000 depending on the individually negotiated top-up payments honoured under the Twenty8Hillside Offer.