Alex D. Zavaglia

The applicant, who was examined as a witness in an OSC investigation, sought an order under s. 17 of the Securities Act authorizing him to disclose his compelled testimony in a U.S. court proceeding.

OSC Staff opposed the application, arguing that the Ontario Superior Court of Justice had jurisdiction over the U.S. court's letter of request and that the Tribunal should decline to exercise its jurisdiction.

The Tribunal found that it was in the public interest to grant the requested relief, as the proposed disclosure advanced the foreign regulatory proceeding resulting from the investigation, and the Ontario Court's involvement did not displace the Tribunal's statutory jurisdiction.

The applicant applied to the Capital Markets Tribunal for authorization under s. 17 of the Securities Act to disclose information from a compelled examination in a U.S. court proceeding.

The respondent argued that the Ontario Superior Court of Justice, which had recognized a letter of request from the U.S. court, had exclusive jurisdiction over the matter.

The Tribunal determined as a preliminary issue that its statutory jurisdiction to grant a s. 17 order was not displaced by the Ontario Court's order, as the requested relief sought to remove a legal impediment under Ontario law rather than interfere with the court's order.

The Ontario Court of Appeal allowed an appeal concerning the enforcement of a Letter of Request (LoR) from a U.S. court.

The LoR sought confidential financial and valuation documents from Matvil Corp., a non-party, to assist Actava TV, Inc.'s damages expert in a U.S. action using a "yardstick" method.

The Court found that the application judge erred in her relevance and public policy analyses, and failed to adequately consider Canadian sovereignty.

The requested information was deemed overly broad, speculative, and not directly relevant to the material issues in the U.S. action, and its disclosure would be contrary to Canadian public policy given the sensitive nature of the data and the inadequacy of protective orders.

The appellants, Daniel Tiffin and Tiffin Financial Corporation (TFC), appealed convictions for provincial offences under the Securities Act, including trading in securities without registration, distributing securities without a prospectus, and trading while prohibited.

The central issue was whether promissory notes issued by Tiffin to clients, while he was subject to a cease trade order, constituted "securities" under the Act.

The trial judge had acquitted the appellants by applying the American "family resemblance test" to conclude the notes were not securities.

The Superior Court of Justice, on appeal, reversed this decision, declining to import the American test and finding the notes were indeed securities, thus substituting convictions.

The Court of Appeal upheld the convictions, agreeing that the "family resemblance test" should not be imported into Ontario securities law due to the distinct "catch and exclude" statutory scheme in Ontario.

However, the Court of Appeal allowed the sentence appeal, finding the six-month custodial term demonstrably unfit given mitigating factors such as the appellants' honesty in revealing their financial situation, their remorse, repayment efforts, and client support.

The probation and restitution orders were upheld.

The plaintiff, Jason Imola, brought a motion for leave to amend his statement of claim to add John Esteireiro as a defendant and assert claims for misrepresentation and intentional or unlawful interference with economic relations.

The proposed amendments arose from Mr. Esteireiro's alleged conduct during a transition period following an asset sale, including misrepresentations about the plaintiff's employment and directing him to conduct personal, unsupervised "grey market" trades.

The court granted leave to amend, finding the proposed claims legally tenable and arising from the same factual matrix, and that allowing the amendments would promote the convenient administration of justice without causing irremediable prejudice.

The court issued an addendum to its Reasons for Sentence to clarify that the probation order and restitution order applied to both the individual and corporate respondents, Daniel Tiffin and Tiffin Financial Corporation (TFC).

The original reasons had used the pronoun "you" leading to ambiguity.

The court confirmed its intention to apply the non-custodial aspects of the sentence to both parties, exercising its jurisdiction to correct an accidental slip or omission.

Tiffin and TFC were convicted of trading in securities without registration, distributing securities without a prospectus, and trading while prohibited by an OSC order.

Tiffin solicited $700,000 in loans from clients, issuing promissory notes deemed securities.

The court considered aggravating factors, including Tiffin's position of trust, use of funds for luxury items, repeat offender status, and prior unpaid penalties, against mitigating factors such as client support letters, partial repayment, and lack of intent to defraud.

A financial penalty alone was deemed insufficient due to Tiffin's history of non-payment.

The court imposed a six-month custodial sentence on Tiffin, a two-year probation order on both Tiffin and TFC, and a restitution order for the outstanding principal amount of the notes.

The appellant securities regulator appealed the dismissal of quasi-criminal charges arising from the respondents' solicitation of interest-bearing loans from existing clients while subject to a cease trade order.

The appeal turned on whether promissory notes secured against corporate property were 'securities' within the meaning of s. 1 of the Securities Act.

The court held that the trial judge erred by importing the American Reves 'family resemblance' test to create an extra-statutory exemption from Ontario's comprehensive securities regime.

Applying the modern approach to statutory interpretation, the court found the notes were 'notes or other evidence of indebtedness' under s. 1(1)(e), allowed the appeal, and substituted convictions.

The plaintiffs moved to remove estate trustees and spousal trust trustees, and for a receiver over a holding company, alleging misconduct and oppression.

The defendants cross-moved to dismiss the action for delay and for security for costs.

The court dismissed the motions to remove trustees and appoint a receiver, finding sufficient assets secured the plaintiffs' interests and no corporate oppression.

The court also dismissed the defendants' motion to dismiss for delay against the remaining plaintiff, Leslie Barker, but ordered her to post security for costs as a non-resident.

The defendants were charged with three breaches of the Securities Act: trading in securities without registration, trading without filing a prospectus, and trading while prohibited by a cease trade order.

The sole issue was whether fourteen promissory notes totaling $700,000 issued to investment clients constituted securities under the Act.

The defendants admitted the factual elements but argued the notes were private loan agreements exempt from securities regulation.

The court applied the "Family Resemblance Test" from Reves v. Ernst & Young and found the notes were not securities, as they resembled notes secured by a lien on a small business's assets—a recognized category of non-security notes.

The charges were dismissed.

The plaintiff brought a proposed class action alleging a price-fixing conspiracy in the LCD industry, asserting claims in civil conspiracy and under s. 36 of the Competition Act.

The defendants appealed the dismissal of their summary judgment motion regarding limitation periods, while the plaintiff appealed the denial of leave to amend its statement of claim to add a direct purchaser.

The Court of Appeal held it lacked jurisdiction to hear the defendants' appeal on the civil conspiracy limitation issue as the order was interlocutory and leave was not granted.

The Court affirmed that the discoverability principle applies to the limitation period in s. 36(4)(a)(i) of the Competition Act.

The Court also allowed the plaintiff's appeal, granting leave to amend the statement of claim, and confirmed that it is not plain and obvious that a breach of s. 45 of the Competition Act cannot serve as the unlawful means for a civil conspiracy claim.

The moving party brought a motion to quash an appeal from an order dismissing a motion for summary judgment.

The moving party conceded that the order did not preclude the responding party from advancing its arguments regarding s. 36(4) of the Competition Act or abuse of process as substantive defences at trial, and agreed not to advance an argument of res judicata.

Based on this concession that the order was interlocutory rather than final, the Court of Appeal quashed the appeal and awarded costs to the moving party.

The Attorney General of Ontario appealed a motion judge's decision that allowed an Ontario supervisory judge to sit outside the province with judges from British Columbia and Quebec to hear motions regarding a national class action settlement, without requiring a video link to an Ontario courtroom.

The Court of Appeal held that while superior courts have the inherent jurisdiction to conduct hearings outside their home province, the open court principle under section 135 of the Courts of Justice Act requires a video link to a reasonably accessible Ontario courtroom.

The appeal was allowed to amend the order to require a video link.

The plaintiffs brought a motion to certify a proposed class proceeding for settlement purposes against a credit card network defendant in a competition law action alleging conspiracy to fix merchant discount and interchange fees for Visa and MasterCard credit card transactions.

The claims included alleged breaches of the Competition Act, tortious conspiracy, intentional interference with economic interests, and unjust enrichment.

The court considered the certification criteria under s. 5(1) of the Class Proceedings Act, 1992 and held that the pleadings disclosed a cause of action, an identifiable class was established, common issues existed, and a class proceeding was the preferable procedure with an adequate representative plaintiff.

The court noted that certification for settlement purposes still requires satisfaction of the statutory criteria, though the analysis may be less strict given the settlement context.

Certification was granted as against the settling defendant and the proposed notice and notice plan were approved.

The moving party, who was incarcerated, sought to review an in-chambers decision that dismissed his motion to extend the time to perfect his appeal.

The Court of Appeal dismissed the motion, finding that the underlying appeal regarding the reasonableness of representative counsel's fees and disbursements was without merit.

The court noted the moving party sought to advance issues beyond the scope of the appeal.

In a competition class proceeding alleging price‑fixing in the static random access memory (SRAM) industry, the plaintiff sought court approval of a national settlement reached with certain defendants and approval of interim class counsel fees.

The settlement required the settling defendants to pay $1.5 million for the benefit of settlement class members across Ontario, British Columbia, and Québec, and to provide cooperation in the ongoing litigation against remaining defendants.

The court applied established class action settlement approval principles, assessing fairness, reasonableness, and the best interests of the class.

Finding the settlement well‑investigated, negotiated at arm’s length, and beneficial to class members given the risks of continued litigation, the court approved the settlement and the requested class counsel fees.