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.
