Ari Kulidjian

The appellant appealed a decision of the motion judge in a bankruptcy and insolvency proceeding.

The Court of Appeal dismissed the appeal, declining to consider arguments that were not placed before the motion judge.

Costs were awarded to the respondents.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading and illegal distribution of securities, breached cease trade orders, and used high-pressure sales tactics.

The Commission found that the respondents traded in First Global shares without being registered and without a prospectus, contrary to sections 25(1) and 53(1) of the Securities Act.

The respondents also breached multiple Commission orders and made misrepresentations to investors.

The Commission concluded that the respondents' conduct was egregious, harmful to the integrity of Ontario's capital markets, and contrary to the public interest.

A subsequent hearing was ordered to determine sanctions.

The appellants appealed a trial judgment, arguing the trial judge reversed the onus of proof and misapprehended evidence regarding a contract dispute.

The Court of Appeal dismissed the appeal, finding that because time was not of the essence, the appellants bore the onus to prove the respondent caused the delay and resulting damages.

The court also found no palpable and overriding error in the trial judge's factual findings, noting the appellants continued to pay the respondent without complaint until well after completion.