Adam Donald Hunt Chisholm

The Ontario Securities Commission brought a pre-hearing motion to exclude the proposed expert opinion evidence of three witnesses tendered by the respondents, Emerge Canada Inc. and Lisa Langley.

The Tribunal granted the motion in part, ruling that proposed evidence regarding valuation methodologies, NAV calculation, and the scope of audits was inadmissible because those issues were not raised in the Application for Enforcement Proceeding.

However, the Tribunal dismissed the motion regarding proposed evidence on governance, oversight, and internal controls, finding it premature to exclude such evidence before the merits hearing, and deferred the determination of its admissibility and the experts' qualifications.

The defendant, a UK-based digital payment company, brought a motion to dismiss the plaintiff's action for lack of jurisdiction or, alternatively, forum non conveniens.

The plaintiff, an Ontario resident, alleged misrepresentation and civil conspiracy related to the loss of cryptocurrency purchased through the defendant's platform.

The court found no presence-based jurisdiction, as the defendant did not carry on business in Ontario, having only a virtual, passive presence.

The court also declined to assume jurisdiction, finding no presumptive connecting factors, as the alleged misrepresentations were not received or acted upon in Ontario, and the alleged financial loss did not occur in Ontario.

The action was dismissed against the moving defendant for lack of jurisdiction.

The Capital Markets Tribunal heard three procedural motions ahead of a scheduled merits hearing.

The respondents Emerge Canada Inc. and Lisa Langley sought an adjournment to retain counsel, which the Tribunal dismissed for failing to demonstrate exceptional circumstances.

The Tribunal granted the Ontario Securities Commission's motion requiring Emerge and Langley to provide further and better witness summaries.

Finally, the Tribunal dismissed the Commission's motion to pre-emptively exclude the anticipated factual testimony of a witness, finding it premature, but ordered the respondents to provide a more detailed summary of his expected evidence.

The applicant, a hedge fund shareholder, brought an urgent application under section 248 of the OBCA seeking to adjourn the respondent corporation's annual general and special meeting of shareholders and to reset the record date.

The applicant alleged the notice was non-compliant with the OBCA and that the board acted oppressively by setting a timeline that effectively prevented shareholders from nominating an alternative slate of directors.

The court found that the respondent was not an "offering corporation" and had met all statutory notice requirements under sections 95(4) and 96(1) of the OBCA.

The court held that the notice procedures followed past practice and did not breach the reasonable expectations of shareholders as established in BCE Inc. v. 1976 Debentureholders.

The application was dismissed with costs of $75,000 to the respondent.

The applicant sought judicial review of a Committee of Adjustment decision granting the respondent's application for a minor variance under the Planning Act.

The applicant argued the decision was unreasonable due to a lack of responsive reasons and procedural fairness breaches.

The Divisional Court found that the applicant had standing to seek judicial review despite recent legislative amendments removing its statutory right of appeal.

The court quashed the decision, holding that the Committee's reasons, which merely recited statutory language, failed to meet the requirements of Vavilov and s. 45(8.1) of the Planning Act.

The matter was remitted to the Committee for a determination de novo.

The appellants appealed an Associate Judge's decision finding that Ontario lacked jurisdiction and was not the convenient forum for their fraud claim.

The appellants argued the claim was based on omissions occurring in Ontario.

The Divisional Court dismissed the appeal, finding no extricable error of law or palpable and overriding error in the Associate Judge's conclusion that France was clearly the more appropriate forum.

Riot Platforms, Inc., the largest shareholder of Bitfarms Ltd., applied to the Capital Markets Tribunal for an order under s. 127(1) of the Securities Act to cease trade a shareholder rights plan adopted by Bitfarms.

The plan featured a 15% trigger, which was below the 20% threshold established in the take-over bid regime.

Riot did not allege a contravention of Ontario securities law but argued the plan was contrary to the public interest.

The Tribunal clarified the standard for intervening without a contravention, holding that an applicant must demonstrate the conduct undermines clearly discernible animating principles of securities law in a real and substantial way, with a public dimension.

The Tribunal found that the 15% trigger undermined the predictability and certainty of the take-over bid regime.

As Bitfarms failed to demonstrate exceptional circumstances justifying the departure from the 20% threshold, the Tribunal concluded it was in the public interest to cease trade the plan.

The plaintiffs in 17 auto parts price-fixing class actions brought motions for approval of distribution protocols, an order compelling automakers to produce customer information, and approval of honoraria for representative plaintiffs.

The court approved the Omnibus and CVJB Distribution Protocols, finding them fair, reasonable, and in the best interests of the class.

The court also ordered the automakers to produce the requested customer information pursuant to section 12 of the Class Proceedings Act, 1992, and approved modest honoraria for the representative plaintiffs given their long-term commitment to the litigation.

The plaintiffs brought motions for the approval of 12 settlement agreements totaling $22.6 million in various class actions alleging price-fixing in the global automotive parts industry.

The court found that the proposed settlements fell within the 'zone of reasonableness,' as they were generally 8 to 10 percent of the comparable U.S. indirect purchaser settlements.

The court also approved class counsel's request for a 25 percent contingency fee, totaling approximately $5.4 million, plus disbursements, finding the fee presumptively valid and reasonable.

The applicant sought judicial review of decisions made by the respondent and moved for an interim stay.

The respondent indicated it would oppose the stay and move to quash the application for prematurity.

A case management conference was held to set a timetable for the exchange of materials and to schedule the motions to be heard together by videoconference.

The plaintiff moved to set aside a registrar's administrative dismissal of its action for delay.

The action, which sought a declaration regarding mining royalty obligations, was dismissed after the plaintiff's tickler system failed to alert counsel to the five-year deadline while awaiting mediation dates from the defendant.

Applying the Reid test, the Master found the delay was adequately explained, inadvertent, and promptly addressed once discovered.

The Master also found no actual prejudice to the defendant, noting the defendant's own delays and failure to provide mediation dates.

The motion was granted, the dismissal set aside, and costs awarded to the plaintiff.

AgriMarine Holdings Inc. and AgriMarine Industries Inc. appealed a decision dismissing their application for a declaration that Akvatech AS was in breach of contract and not the holder of a license to fish-rearing technology.

The parties had entered into a Letter Agreement dated November 20, 2012, whereby Akvatech would acquire ownership and licensing rights to the technology for certain territories in exchange for a $200,000 pre-payment.

The transaction was not completed by the target closing date, and the parties terminated the agreement by mutual conduct.

Akvatech demanded repayment of the pre-payment amount, issued a default notice when not repaid, and exercised its right under the agreement to obtain a perpetual, irrevocable, exclusive license to the technology in the Northern Europe Territory.

The application judge found neither party was in breach, the agreement had been terminated by mutual consent, and Akvatech was entitled to the license.

The appellants argued the application judge erred in permitting Akvatech to take advantage of its own breach, that there was no default by AgriMarine, and that the license was unenforceable due to unlimited duration and no royalty provisions.

The Court of Appeal upheld the application judge's decision, finding no palpable and overriding errors of fact or reversible errors in contract interpretation.

The Ontario Securities Commission approved a no-contest settlement agreement between Staff and International Capital Markets Pty.

Ltd. (ICM), an Australian over-the-counter derivatives issuer.

Staff alleged that ICM breached the registration and prospectus requirements of the Securities Act by opening accounts for Ontario investors to trade contracts for differences without being registered or filing a prospectus.

ICM agreed to cease doing business in Ontario, return funds to investors, and pay US$4 million reflecting revenue generated, plus C$650,000 to advance the Commission's mandate and C$25,000 in costs.

The Commission found the settlement to be in the public interest given ICM's exemplary cooperation and the inadvertent nature of the misconduct.

The appellants, former senior executives of Sino-Forest Corporation, appealed the Ontario Securities Commission's decisions finding they engaged in a massive securities fraud and imposing significant sanctions, including disgorgement and administrative penalties.

The appellants argued the Commission failed to account for Chinese business and cultural practices (guanxi) when determining their intent to defraud, alleged a reasonable apprehension of bias by the panel chair, and challenged the sanctions as excessive.

The Divisional Court dismissed the appeal, holding that Ontario securities law overrides cultural practices for reporting issuers, the bias claim was unfounded, and the sanctions were reasonable given the enormity of the fraud and the need for deterrence.

The appellants, former executives of Sino-Forest Corporation, appealed the Ontario Securities Commission's decisions finding they engaged in a massive securities fraud and imposing significant sanctions, including over $11 million in administrative penalties and $64 million in disgorgement.

The appellants argued the Commission failed to properly consider Chinese business and cultural practices (guanxi) when assessing their intent to commit fraud, alleged a reasonable apprehension of bias by the hearing chair, and challenged the sanctions as excessive.

The Divisional Court dismissed the appeal, finding the Commission reasonably concluded that Ontario securities law overrides cultural explanations for illegal conduct, there was no reasonable apprehension of bias, and the sanctions were proportionate to the enormity of the fraud.

Staff of the Ontario Securities Commission sought approval of a settlement agreement with eToro (Europe) Limited, a Cyprus-based brokerage firm. eToro admitted to breaching Ontario securities law by operating an online trading platform that allowed Ontario residents to trade contracts for differences (CFDs) without being registered or filing a prospectus.

Despite previous assurances to Staff that it did not accept trades from Ontario residents, eToro opened nearly 2,500 accounts for Ontario investors.

The Commission approved the settlement, finding it in the public interest, and ordered an administrative penalty of $550,000, disgorgement of $1,791,163, and costs of $25,000, noting eToro's cooperation and implementation of enhanced compliance procedures.

Following a merits decision finding that the respondents perpetrated a massive corporate fraud involving standing timber assets and related party transactions, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission imposed permanent market participation bans on the individual respondents.

It also ordered administrative penalties totaling over $11.6 million and disgorgement of over $64.6 million, representing salaries, bonuses, and proceeds obtained through the fraudulent conduct.

The respondents were also ordered to pay over $5 million in costs.

The respondent, an Anishnaabe elder, commenced a human rights application alleging that the use of the 'Cleveland Indians' team name and logo at the Rogers Centre constituted discrimination.

The applicant brought a motion challenging the tribunal's jurisdiction, arguing the matter fell under federal trademark law.

The tribunal issued an interim decision dismissing the motion.

The applicant sought judicial review of this interim decision.

The Divisional Court dismissed the application for judicial review as premature, finding that it did not raise a true question of jurisdiction and there were no exceptional circumstances to justify fragmenting the administrative proceedings.

The applicant, an Indigenous person, sought an urgent interim and interlocutory injunction to restrain the broadcast and display of the Cleveland Indians' team name and 'Chief Wahoo' logo during the American League Championship Series in Toronto, pending human rights complaints.

The court found there was a serious issue to be tried regarding whether the name and logo constituted discrimination in the provision of a service.

However, the court dismissed the application because the applicant failed to establish irreparable harm, noting the delay in bringing the application, and found the balance of convenience favoured the respondents due to the material prejudice of last-minute broadcast and uniform changes.

The defendant sought leave to appeal a Master's order referring the costs of an action dismissed for delay to an assessment officer.

The defendant argued the Master erred by failing to explicitly find an 'exceptional case' as required by Rule 57.01(3.1) to justify a referral instead of fixing costs.

The Divisional Court dismissed the motion, finding that while the Master's reasons were brief and did not explicitly state it was an exceptional case, the record and submissions supported the exercise of her discretion.

The court accorded deference to the Master and found no strong grounds to conclude she was plainly wrong.