The appellants commenced a proposed class action for damages for misrepresentations in a takeover bid circular under s. 131(1) of the Securities Act.
The motion judge ruled that plaintiffs must elect whether to sue the offeror or its directors/signatories, and that secondary market sellers could not rely on s. 131(1).
On appeal, the Court of Appeal held that s. 131(1) allows a plaintiff to sue both the offeror and its directors/signatories for damages.
However, the Court upheld the ruling that secondary market sellers cannot assert a claim under s. 131(1), as they must rely on the statutory cause of action in Part XXIII.1.
