Hudson's Bay has repeatedly threatened to end lease deal with B.C. billionaire: docs

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TORONTO — New court filings say Hudson’s Bay has threatened to end a lease deal it has with a B.C. billionaire who wrote directly to a judge twice — against the retailer’s advice — to try to persuade him to view her favourably.

In a 50-page package of materials Ruby Liu sent to Ontario Superior Court judge Peter Osborne, she positions her multimillion-dollar agreement to buy 25 leases held by the defunct retailer and its Saks Canada banners as being in jeopardy.

“HBC has repeatedly threatened to terminate our agreement and forfeit our deposit,” she said in the note dated July 10, which was entered into the court record Tuesday.

Neither Liu nor Hudson’s Bay immediately responded to a request for comment Tuesday on the new filings.

Liu, who owns three B.C. malls and a golf course, struck two deals to buy Bay leases in May, about two months after the beleaguered retailer filed for creditor protection under the weight of $1.1 billion in debt.

The first Liu deal was valued at $6 million and covered three leases in malls she owns. It was approved by a court last month.

The second deal is for 25 more leases. Fifteen of the leases cover properties in Ontario, including Fairview Mall, Sherway Garden, Bayshore Shopping Centre and Bramalea City Centre. The remaining 10 are split evenly between Alberta and B.C. and include West Edmonton Mall, CF Market Mall and Guildford Town Centre.

It came with a deposit of $9.4 million, which would equate to a purchase price of $94 million, but has yet to be presented to the court.

Osborne has given the Bay until Tuesday to file a motion requesting court approval for the second deal. It has yet to be filed but the deal is being vehemently fought by landlords opposed to her moving into their properties because she has not given them enough information about her plans for their spaces.

If she can obtain the leases, Liu has said she will use them to open a self-named department store that will feature retail, dining, entertainment and recreational spaces.

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The new documents, which were partially redacted, were filed with the court Tuesday. They include two notes sent to Osborne, which warranted a letter from the office of the chief justice reminding Liu that parties in active cases should not, under any circumstances, reach out to judges.

“Any further correspondence will be considered harassing communications,” the office said.

Liu said in one of the two notes sent a day apart that she felt “compelled” to reach out to the judge because she wants him to understand a bit more about who she is.

In the first of the letters, she describes her upbringing in China and move to Canada before saying, “I am a person of great capability, and I ask you — please give me a chance.”

“Through transformation, I will create brilliance again,” she wrote.

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The second asks him to “uphold justice” and is appended with several letters from the Bay’s lawyers to Liu and her previous lawyers urging her to take action or risk the deal falling apart.

The letters show the Bay laid out deadlines by which time the company wanted Liu to have hired the retailer’s former CEO Liz Rodbell as a consultant and KPMG as a financial adviser and brought back Miller Thomson as legal representation. It offered to shave $3 million off the price of the leases in exchange for Liu using the cash for Rodbell, KPMG and Miller Thomson’s retainers.

In one of the notes, the Bay’s lawyers say Liu has “continuously failed to use commercially reasonable efforts” to get landlord approval for her deal during meetings with the array of property owners who must consent to her moving in.

“The purchaser chose to ignore the vendor’s advice and did not prepare any substantive materials or presentation for the landlord meetings and failed to provide adequate responses to basic questions from the landlords regarding the proposed tenant’s financial covenant, retail operation experience, capital expenditures plan for each lease location and intended suppliers and product mix,” one letter to Liu reads.

The letters say the Bay’s lawyers have been “impressing upon” Liu the need to provide the landlords with several items, including a finalized business plan with details on renovations, merchandise, marketing and finances her stores will have over the next five years.

A lone package Liu sent landlords in early June, which was obtained by The Canadian Press, showed she thought she was capable of opening up to 20 stores within 180 days of signing leases. It offered a broad financial budget and mentioned hiring efforts and meetings with prospective suppliers but did not name the potential vendors.

Cadillac Fairview, Oxford Properties and Primaris told a judge last month that they’ve been “very troubled” with their interactions with Liu and have had “no productive discussions, no meaningful disclosure.”