Executive Summary: Key Legal and Evidentiary Issues

• BDC brought an action in debt against Big Bear Software Inc. and Keith MacIntyre, seeking recovery of $318,174.43 outstanding across nine loan agreements entered between October 2018 and September 2024.
   
• MacIntyre personally guaranteed each of the nine loans and did not dispute that the loans were disbursed, that he signed the guarantees, or that Big Bear defaulted.
   
• The defendants raised defences of negligence and breach of duty of care, arguing BDC should not have extended loans given Big Bear's deteriorating financial state.
   
• Unconscionability was also pleaded, with the defendants alleging the loans constituted improvident bargains made while Big Bear was in financial distress; the court found the evidence fell substantially short of establishing either element.
   
• MacIntyre's promissory estoppel argument — based on an alleged April 4, 2025 phone call in which a BDC account manager purportedly agreed to resolve the debt — failed as it was not pleaded and the evidence of any such promise was insufficient and unclear.
   
• Justice Fowler granted judgment in favour of BDC in the amount of $318,174.43 jointly and severally against Big Bear and MacIntyre, with interest at the applicable floating base rate variance for each loan compounded monthly from May 16, 2025; costs were not yet determined, with MacIntyre permitted to attend a one-hour hearing to address costs.

Facts of the case

The Business Development Bank of Canada ("BDC") is a federal Crown corporation operating under the Business Development Bank of Canada Act, S.C. 1995, c.28. Big Bear Software Inc. ("Big Bear") was incorporated in Alberta in 2003 and registered as an extra-provincial company in British Columbia in 2011; it ceased carrying on business in BC on July 14, 2025. Keith Robert MacIntyre ("MacIntyre") was the sole shareholder, directing mind, principal, and president of Big Bear. Between October 2018 and September 2024, BDC made nine loan offers to Big Bear — numbered Loans 9 through 18 (no Loan 12 was referenced in the proceedings) — each accompanied by MacIntyre's personal guarantee. The nine loans collectively disbursed $570,000. Each loan offer was in standard form and disclosed the loan amount, the outstanding balance on existing loans, the interest rate, repayment terms, and any initial postponement of principal repayments. At the time Loan 9 was accepted, Big Bear had outstanding loans with BDC of $83,350; this grew over time as new loans were advanced faster than the existing debt was repaid.

A recurring pattern emerged: Big Bear would postpone principal repayments and then borrow additional funds in anticipation of, or at the time when, principal repayments were due to recommence. This cycle resulted in monthly payments to BDC increasing from approximately $1,317 per month in September 2019 to approximately $12,134.69 in December 2024 — the last month payments were made. Big Bear defaulted on all loans in early 2025. As of January 2025, the outstanding amount owed to BDC was $307,031.95. On March 27, 2025, BDC's senior account manager, Chris Spence, notified MacIntyre that loans were in arrears and that full repayment would be demanded if defaults were not remedied by April 6, 2025. MacIntyre responded almost immediately, advising that Big Bear had no possible way to repay the loans and neither did he personally. On July 7, 2025, BDC filed its notice of civil claim seeking judgment in the amount of $318,174.43 — representing the total balance outstanding across the nine loans.

MacIntyre, appearing self-represented, filed a counterclaim on August 22, 2025, and both he and Big Bear jointly filed an amended counterclaim on August 25, 2025, seeking damages for economic loss and personal losses including loss of business and assets, personal and emotional distress, and a dismissal of BDC's claim. The defendants' response to civil claim also alleged the loans were unconscionable, that BDC was negligent in approving them, and that the loans constituted loan-cycling — that is, BDC was knowingly approving loans to pay down other BDC loans.

Policy terms and contractual clauses at issue

Each of the nine loans was governed by a standard form loan agreement and accompanied by a standard form personal guarantee signed by MacIntyre. The loan terms disclosed the applicable interest rate — calculated as BDC's floating base rate plus a variance specific to each loan — with principal repayable over 60 months, subject to an initial postponement period ranging from 7 to 12 months depending on the loan. The guarantee for each loan was a personal guarantee making MacIntyre jointly and severally liable for the debt of Big Bear. MacIntyre did not dispute the reliability of the loan documents, transaction ledgers, or guarantee agreements. The loan agreements also included provisions for costs and legal fees on a solicitor-client basis in the event of default, which BDC relied upon in seeking a costs order following judgment.

Reasoning and analysis

Justice Fowler first confirmed that the matter was suitable for determination on a summary trial basis under Rule 9-7(15) of the Supreme Court Civil Rules, finding that the core facts were largely undisputed, that the documentary evidence was reliable and unchallenged, and that a conventional trial would simply involve the same documents at greater cost.

On the question of whether BDC owed Big Bear and MacIntyre a duty of care, the court found no such duty existed. The relationship was a purely commercial creditor-debtor arrangement with no evidence of a special relationship, fiduciary duty, or exceptional circumstances that would displace the well-established principle that lenders do not owe borrowers a duty to advise against taking a loan. The court cited Pierce v. Canada Trustco Mortgage Co. and Canada Trustco Mortgage Co. v. Regis and Velma Renard for the proposition that the mere approval of a loan does not induce a borrower to accept it. MacIntyre had not pleaded a fiduciary duty, and the court found no basis to conclude one existed. MacIntyre's further argument that BDC, as a Crown corporation, owed a heightened standard of care was also rejected, as that argument was contingent on establishing a duty of care in the first place.

On unconscionability, the court applied the two-part test from Uber Technologies Inc. v. Heller, 2020 SCC 16, requiring proof of (1) inequality of bargaining power and (2) an improvident transaction. The court found the evidence substantially short of establishing either element. MacIntyre was a sophisticated businessman who had a long-term relationship with BDC, was familiar with loan terms, was assisted by professional accountants, and had a relationship with another chartered bank. He freely chose to accept or reject each loan offer — and in fact declined an offer in June 2021. The loan terms, including interest rates and amortization periods, were commercially reasonable. Although Big Bear's financial position deteriorated from 2020 onwards, the court found that MacIntyre's communications with BDC consistently reflected his optimism about Big Bear's prospects and his belief that the business was on the verge of a turnaround. Improvidence is measured at the time the contract is entered into, and the court found that the circumstances at each relevant time did not support a finding that the loans were improvident bargains.

On the unpleaded promissory estoppel argument, the court found that even accepting MacIntyre's version of a telephone conversation with Spence on April 4, 2025, the alleged promise to "resolve the debt" was not clear and unambiguous, and there was no evidence that MacIntyre relied on it to his detriment or changed his position. The elements of any variant of estoppel were not established.

Ruling and overall outcome

Justice Fowler granted judgment in favour of BDC, the successful party, against Big Bear Software Inc. and Keith Robert MacIntyre jointly and severally in the principal amount of $318,174.43, together with interest at BDC's Floating Base Rate in effect from time to time plus the applicable variance for each loan (3.25% for Loan 9; 1.00% for Loan 10; 2.28% for Loan 11; 2.00% for Loan 13; 0.27% for Loan 14; 0.00% for Loans 15 and 16; 3.33% for Loan 17; and 3.261% for Loan 18), all interest calculated and compounded monthly from and including May 16, 2025 to the date of payment. The defendants' counterclaim was dismissed. Costs were not finally determined; as MacIntyre is self-represented and had not yet had an opportunity to address costs, he was permitted to set down a one-hour hearing through the registry for that purpose.