Later this month, on August 28 and 29, the Ontario Superior Court will be hearing a motion filed by Hudson's Bay's senior lenders asking the court to approve the sale of 25 of Hudson's Bay's former leases to BC-based Chinese businesswoman Ruby Liu and the company she chairs, Central Walk.
The motion was filed in late July and since then the landlords have filed their responses, all of which are in strong opposition to the proposed sale and many of which verge on ridiculing Ruby Liu's business plan.
Here are the landlords that have filed responses, as well as excerpts from their court filings, which provide insights both into Liu and the factors large landlords consider when it comes to choosing an anchor tenant.
KingSett Capital
Leases Affected: Bayshore Shopping Centre (75% owned by KingSett Capital and 25% owned by TD Asset Management)
Affidavit Sworn By: Theresa Warnaar, SVP of Retail & Asset Resilience
Comments:
"To allow an unknown, unproven entity into the Mall as an anchor tenant with over 45 years of potential term on its lease is contrary to how KingSett operates. If the Purchaser were to the take over the Lease, and then fail (which is most likely given the flaws in its business plan), KingSett will have no recourse to any party that will pay the damages that KingSett will suffer (including the obligations under the Lease) and the prolonged period of having a failed operator in place and a second store closure shortly after the failure of HBC will cause serious and material harm to the Mall by creating a 'vacancy shadow' around the closed store, which will significantly decrease the Mall's value."
"The Purchaser's counsel also advised that Ms. Liu had $200 million in an account in Canada. Ms. Liu then corrected him to advise that it was now $300 million."
"The meeting did not alleviate KingSett's concerns about the proposed Purchaser and left me with the impression that the Purchaser was not adequately prepared for the challenge of starting up and operating a first-class department store at the Mall. In particular, I did not receive any substantive information about how the Purchaser would operate its stores, I felt the timeline for opening her stores was unrealistically short, and the $5 million budget for renovations was too low given the state of disrepair of the premises, which should have been obvious to any prospective purchaser conducting thorough due diligence of the Bayshore location."
"Ms. Liu engaged in a publicity campaign that seemed to be designed to pressure KingSett and other landlords into accepting her as an anchor tenant without engaging in discussions about KingSett's serious concerns about her business plan's viability. That conduct further convinced KingSett that the Purchaser was not an entity it wanted as an anchor tenant at the Mall."
"I do not believe that the Purchaser is currently a competent operator of a department store, or that it will be one anytime in the near future."
Cadillac Fairview (Ontario Teachers' Pension Plan)
Leases Affected: CF Fairview Mall, CF Sherway Gardens, CF Masonville Place, CF Markville, CF Richmond Centre, CF Market Mall, CF Chinook Centre
Affidavit Sworn By: Rory MacLeod, EVP of Operations
Comments:
"Ms. Liu has no detailed or credible business plan, no brand, no experienced staff, and no track record in retail. With my decades of experience in commercial real estate, it is apparent to me and CF that PurchaseCo will fail and again leave these stores vacant."
"PurchaseCo is an empty shell without any guarantee of financial means beyond Ms. Liu’s bare assertion that she will keep it afloat. All of the indications are that PurchaseCo will run out of money before the first store opens. The proposal defies commercial common sense."
"I firmly believe that the Proposed Business Plan has been designed solely for the purpose of obtaining court approval to the assignment of the Leases. Ms. Liu has been vocal in her public statements, social media, and meetings with CF that she intends to pursue something other than the Proposed Business Plan."
"Based on Ms. Liu's social media and the resulting press coverage, it quickly became apparent that Ms. Liu's concept for the “New Bay” had no resemblance to a department store as contemplated in the Leases. In my view, Ms. Liu’s concept more closely resembles a concession based mall-within-a-mall with no unifying vision."
"Ms. Liu repeatedly stated that she would 'do whatever the leases say' but at the same time she wanted to create an entirely new concept involving children’s playgrounds, flashing lights, and potentially an Eataly, with CF paying 50% of the cost. She indicated that she hoped her stores would become tourist destinations. It was clear to me that Ms. Liu had been coached to say that she would respect the Leases when in fact her concept for the store could not be achieved in compliance with the Leases. I believed — and continue to believe — that Ms. Liu was improvising her presentation."
"Mr. Iacono and I concluded that Ms. Liu had no understanding of the Leases she sought to acquire, and no demonstrated sense of how to run a department store. Ms. Liu’s concept for the space was completely incompatible with existing lease terms (including the use restrictions) and unacceptable from the perspective of CF’s tenant mix. In short, Ms. Liu had no intention or capability of running a department store."
"The June Letter appears to assume that the Purchaser will achieve revenue of $418m in its first full year of operation (2027). In my experience, this would be completely unrealistic for a new brick-and-mortar enterprise with no established brand presence."
"I, on behalf of CF, firmly believe the 'Ruby Liu' concept is highly likely to fail and has little to no chance of success. This is of significant concern to CF."
"The positions that PurchaseCo identifies as filled are staffed with individuals who lack experience for the chosen roles and provide CF with little confidence."
"In the course of CF’s history, we have navigated dozens — even hundreds — of retail insolvencies. To the best of my knowledge, CF has not contested a lease assignment in the past. In most cases, there is a commercially reasonable path forward. We do not see one here."
"CF’s principal concern is that PurchaseCo will collapse in the immediate-to-short term. In my assessment, there is a strong probability that PurchaseCo will run out of money before the first 'Ruby Liu' store opens."
"I expect the presence of a 'Ruby Liu' store to diminish the appraised value of CF’s shopping centres."
Primaris REIT (TSX: PMZ.UN)
Leases Affected: Orchard Park Shopping Centre, Southgate Shopping Centre, Oshawa Centre, Conestoga Mall, Lime Ridge Mall
Affidavit Sworn By: Patrick Sullivan, President & CEO
Comments:
"[Ruby Liu Commercial Investment Corporation]'s business plan is devoid of so many details such that it is not an actual plan, but rather a free-flowing concept document."
"Commercial retail units in close proximity to a 'no name' anchor store will be extremely difficult to rent."
"I have respect for Ruby Lui [sic] and the wealth she has built for herself. I repeatedly suggested that she was embarking on a very risky path and that despite her wealth, she did not have enough money to survive the first few years as a retailer. I stated she did not fully understand the complexity and cost associated with repair, refurbishment and leasehold improvements as well as overestimating the revenue she could generate. We have replaced more than fifteen (15) Sears and Target locations, and the cost has been significantly higher than the amount Ruby believes it to be. Even strong established retailers do not generate the sales volume Ruby is projecting."
"I was left with absolutely no confidence that she had the relevant experience or understanding of the enormity of what she is seeking to undertake by opening a multistore business concept in several provinces from the ground up."
"I cannot think of another business that started from scratch with multiple locations. For example, even an established brand, such as Target, entered a new country with significant operational and financial resources, years of planning, and a recognized name — yet still failed."
"Investors expect us to manage our shopping centres prudently. Committing anchor tenant spaces at marquee properties for several decades to an inexperienced operator and unproven concept, without any track record, covenant or even a clear business plan would be considered a reckless and unacceptable risk for investors."
"Entering into a defacto business relationship with a newly incorporated entity, with no relevant experience, with capital that can be moved with the stroke of a pen, with no brand recognition, no existing business operations, no contracted suppliers, no inventory, no warehouse, no sales staff, and a business plan which is materially undercapitalized, premised upon an opening schedule that is impossible to achieve and being guided by executives who have declared in evidence that while at HBC they were part of a plan to deliberately not honour terms and conditions of the leases, would be utterly foolhardy."
Oxford Properties (Ontario Municipal Employees Retirement System)
Leases Affected: Southcentre Mall, Upper Canada Mall, Hillcrest Mall
Affidavit Sworn By: Nadia Corrado, VP of Asset Management
Comments:
"I am advised by Julie Robbins, a member of Oxford’s in-house legal team that as of August 8, 2025, Ruby Liu Corp does not have any extra-provincial registrations in Ontario or Alberta where all of Oxford’s Leased Premises (as defined above) are located."
"Ms. Liu’s vision is effectively 'a mall within an anchor space' with separate vendors, as opposed to an integrated anchor tenant department store that would lead to the overall health and success of the mall as a whole. Her concept creates direct competition with other tenants under the same roof and is antithetical to the role of an anchor tenant within an existing shopping mall."
"On June 2, 2025, I, together with other senior representatives of Oxford and Oxford’s counsel attended a meeting with Ruby Liu Corp and its representatives, counsel for the Monitor, and counsel for HBC, at the Toronto office of Stikeman Elliott LLP, counsel for HBC. That meeting was unproductive and revealed a troubling absence of financial transparency, commercial sophistication, and basic preparedness. No financial statements, proof of funding, or evidence of capital readiness were provided. Ms. Liu stated that a business plan existed, but she refused to provide it unless Oxford first confirmed that it would support the proposed transaction."
"In response to the question as to whether Ms. Liu had secured any inventory to fill 28 very large department stores, Ms. Liu stated to me and the other members of the Oxford team in attendance that Oxford should 'relax, lay back and do not worry'. She further stated that with her social media visibility she 'was a celebrity, but she wanted to be a legend'. No pro forma statements, cash flow projections, or other financial information was made available at the meeting."
"Moreover, Oxford is the real estate investment arm of OMERS, one of Canada’s largest defined benefit pension plans. A diminution in the value or stability of Oxford’s real estate portfolio would negatively impact the performance of OMERS’ investments, and by extension, adversely affect the long-term interests of millions of current and future pension plan beneficiaries."
"Based on my own inquiries within Oxford, and having regard to the extensive number of retail tenant insolvency proceedings Oxford has been involved in over the past decade, I am not aware of a single instance in which Oxford has opposed a lease assignment in an insolvency proceeding. The present situation, and the irreparable harm that is likely to result to Oxford, has compelled it to take the extraordinary step of opposing approval of the Ruby Liu APA."
Morguard (TSX: MRC)
Leases Affected: Centrepoint Mall, Bramalea City Centre, Coquitlam Shopping Centre, St. Laurent Shopping Centre
Affidavit Sworn By: David Wyatt, SVP of Retail
Comments:
"Morguard was provided with a pamphlet depicting the proposed business. The pamphlet was surprisingly deficient and superficial and frankly, puerile. I was immediately deeply concerned at the prospect that HBC wished to assign its leases for anchor premises to such a tenant."
"In mid July we learned that Ms Liu and Ms Qin had privately corresponded directly with Justice Osborne. I reviewed a redacted copy of the correspondence. The fact that the two top persons on Liu CIC’s executive management team would engage in such inappropriate conduct is very worrisome. The lack of judgment is clear. Engaging in inappropriate (if not unethical conduct) is anathema to the qualities Morguard looks for in the management teams of its retailers."
"In addition, the information appended to Ms Liu’s correspondence to the court gives me grave concerns regarding the reliability of the information produced by Liu CIC in support of HBC’s motion to assign the leases. I note that Liu CIC was told to hire people to 'pose as consultants', and coached not to say anything in the business plan that may contravene the provision of the leases."
"Liu CIC has no discernible merchandising plan. It is impossible for Morguard to assess if the proposed merchandising of the stores will complement existing retailers. No information regarding the size of departments, the assortment of goods in the departments, the quality of goods, the display of such goods has been provided. The problem is exacerbated by the fact that Liu CIC states there will be three store models. Which model will be implemented in our stores is unknown."
"With regard to Liu CIC’s possible vendors, I note that none of the vendors who have expressed an interest in supplying Liu CIC are high end or designer vendors – vendors that typically would be sold in a first class department store. Morguard would expect to see signed commitments from designer brands to support Liu CIC’s stated intention to operate as a first class department store."
"Liu CIC’s financial projections—based on hypothetical sales—forecast $420 million in sales by 2027, averaging just $16.8 million per store. For a retail space exceeding 100,000 square feet, these figures represent exceptionally weak performance. By comparison, numerous tenants within our portfolio operating in significantly smaller premises achieve sales that far surpass these projections."
"I expect that if Liu CIC required funding, no first rate bank in Canada would loan funds to Liu CIC based on these projected sales (or based on the business plan submitted)."
"Annual projected sales ranging from $3M - $9M are catastrophically low. These sales are lower than HBC’s 2024 sales for each store. There is no way this business will succeed in our shopping centres with these projected sales. There is no way this business will draw foot traffic or increase the value of our asset. To the contrary, this tenant will not boost foot traffic, but will impair other leasing efforts in our shopping centres."
"We rarely see operations of this scale entirely rely on third party logistics firms to manage the entirety of their warehousing and inventory needs. Liu CIC has only provided a high level proposal with no detail, in the absence of a proven track record of delivery."
"I note that HBC reported in its CCAA court documents that it employed 9,346 people (or 97 per store based on a store count of 96 including the Saks and Off 5th stores). HBC was notorious for understaffing it stores. There is no explanation how Liu CIC can operate a first class department store with 25% less employees."
QuadReal Property Group (British Columbia Investment Management Corporation)
Leases Affected:
Affidavit Sworn By: Jay Camacho, SVP of Canadian Retail
Comments: Willowbrook Shopping Centre
"Unusually, QuadReal did not receive a written proposal about Ms. Liu’s plans for Willowbrook, and even more unusually, there were no discussions between the parties or their agents about the potential lease assignment. This is a remarkable fact. The lack of engagement alone, in and of itself, would give any institutional landlord cause for great concern."
"As a result, Ms. Liu and/or her representatives have never met with or spoken to any senior QuadReal representatives about the proposed lease assignment for the Willowbrook HBC lease. This lack of direct communication is completely unheard of, and in my experience has never happened before in the context of an assignment of an anchor store lease. In and of itself, that lack of engagement over the pre-APS period and post APS period constituting over two months or more would cause me (and in my view any professional institutional landlord) to not consider consenting to a lease assignment of the premier retail location at Willowbrook."
"Since the announcement of the RLCIC bid, Ms. Liu has actively sought out media coverage. I have followed some of the articles written about Ms. Liu’s plans as well as interviews with her. I learned more about Ms. Liu’s actual business plans from the media reports of her statements, than from RLCIC itself."
"Allowing a new entrant with no retail experience or brand identity to occupy the anchor location in Willowbrook, a major shopping centre, based upon the hope that she can ultimately figure out what she will or will not sell in the premises is utterly reckless. It is an utterly unacceptable level of risk for a shopping centre asset worth hundreds of millions of pensioner’s dollars."
"Comments about Ruby Liu’s plan preserving HBC jobs are disingenuous. HBC workers can hardly be expected to wait for twelve to eighteen (12-18) months for employment with Ms. Liu. Those employees in my view have already or will have sought re-employment long before any Ruby Liu store would open."
Ivanhoe Cambridge (La Caisse)
Leases Affected: Guildford Town Centre, Mapleview Centre
Affidavit Sworn By: Ruby Paola, Managing Director, Real Estate Asset Management, Canada
Comments:
"I reviewed the 'business plan' provided to me on May 26, 2025 and it was very clear that the document was not a business plan, but rather pages of aspirations and ideas for the operation of an unusual business. None of the typical information I would expect in a business plan were provided (no definitive concept, lack of clear objectives and strategies, no merchandising plan, no financial forecasts, and lack of a well defined path to execution)."
"With regard to the pamphlet, it was a compilation of photos that appeared to be copied from the internet with coffee cup sayings. It referred to Bingo games and community performances and holiday decorations and VR Gaming. It referenced Joyful Curated Lifestyle and pet friendly services including a pet hospital and veterinary services. The concept was extremely unusual and deeply troubling, and did not comply with the terms of the leases."
"In addition, I have noticed factually incorrect statements made by Ms Liu in her documentation. In preparing this affidavit, I reviewed the pamphlet that was provided to Morguard Investments and note that while its cover page is the same, the contents are different. The pamphlet contains a biography of Ruby Liu which includes a statement that Ruby Liu has forged strong partnerships and friendships with renowned institution[s] such as …”Simon Properties Group (USA), Ivanhoé Cambridge (Canada)”. Ivanhoé Cambridge does not have a partnership or friendship with Ms Liu, despite the business dealing between Ivanhoé and Ms Liu. It appears that Ms Liu will say what is convenient for the moment regardless of whether it is true."
