Jonathon Thomas Feasby

The applicants sought leave to appeal from convictions entered by Justice Charney on May 15, 2018, under the Provincial Offences Act.

The motion judge granted leave to appeal, finding that the applicants satisfied the high test for granting leave.

The appeal raises two main issues of public importance: the interpretative principles to be applied to determine whether an instrument is a "security" within the meaning of the Ontario Securities Act, and whether a loan agreement of the type in the present case constitutes a "security".

These issues engage broader public interests regarding the regulatory reach of the Ontario Securities Act.

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.

Following a merits decision finding that the respondents engaged in unregistered trading and illegal distribution of securities related to oil leases, the Ontario Securities Commission held a hearing in writing to determine sanctions and costs.

The respondents did not participate.

The Commission ordered permanent market bans, an administrative penalty of $300,000 per respondent, joint and several disgorgement of $2,761,979 and US$319,597, and costs of $363,146.87, finding the conduct egregious and harmful to investors.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading and illegal distribution of securities.

The Commission found that the 'Armadillo Securities' were investment contracts and therefore securities under the Securities Act.

The respondents traded and distributed these securities to Ontario investors without being registered and without filing a prospectus, contrary to sections 25(1) and 53(1) of the Act.

The Commission determined it had jurisdiction over the foreign respondents because acts in furtherance of the trades occurred in Ontario.

The moving parties, comprising approximately 175 lenders, brought a motion to reopen a previously dismissed motion for leave to appeal.

The original motion for leave was brought by the appellants regarding an Ontario Securities Commission decision that found they traded securities without registration and ordered disgorgement.

The lenders argued they were not given notice of the leave motion and had a right to be heard on the disgorgement remedy.

The Court of Appeal dismissed the motion to reopen, finding the lenders were not 'affected' by the order dismissing leave under rule 27.14, as the regulatory proceedings were not civil proceedings designed to compensate them directly.

Following a merits hearing where the respondents were found to have engaged in unregistered trading and illegal distribution of securities, the Commission held a hearing to determine sanctions and costs.

The respondents, who acted as salespersons for a real estate limited partnership, raised over $5 million from investors over several years.

The Commission considered the seriousness of the breaches, the respondents' experience, and the need for specific and general deterrence.

The Commission ordered market bans of five years for one respondent and three years for the other, along with administrative penalties, disgorgement of commissions earned, and joint and several liability for hearing costs.

Following a merits decision finding the respondents engaged in unregistered trading, illegal distribution, and securities fraud, the Ontario Securities Commission held a hearing to determine sanctions and costs.

The Commission ordered permanent market bans against BFM Industries Inc. and Liquid Gold International Corp., and 15-year market bans against Andrea Lee McCarthy, with exceptions for her RRSP and RESP.

Staff's requests for disgorgement orders were dismissed because the amounts obtained were not reasonably ascertainable without risking double counting with orders previously made against other respondents.

McCarthy was ordered to pay an administrative penalty of $10,000, taking into account her cooperation, limited financial means, and lack of prior experience in the capital markets.

Staff of the Ontario Securities Commission alleged that the respondents engaged in unregistered trading and illegal distribution of securities in relation to limited partnership units for real estate development in Saskatchewan.

The Commission found that the limited partnership units were securities (investment contracts) and that the respondents, acting as market intermediaries, traded and distributed these securities without being registered and without filing a prospectus, in breach of sections 25(1) and 53(1) of the Securities Act.

Staff of the Ontario Securities Commission brought allegations against the respondents for breaches of the Securities Act.

The Commission found that the respondents engaged in unregistered trading and illegal distribution of securities by selling previously unissued shares to foreign investors through a non-existent investment bank.

The corporate respondents, directed by a de facto officer, perpetrated a fraud by making false statements and depleting investor funds for personal expenses.

The individual respondent, as a director and officer, was deemed to have authorized, permitted, or acquiesced in the corporations' non-compliance with Ontario securities law.

The Commission concluded that the respondents breached the Act and acted contrary to the public interest.

Following a merits decision finding that the respondents engaged in unregistered trading, illegal distribution of securities, and securities fraud through a complex telemarketing scheme, the Ontario Securities Commission held a hearing on sanctions and costs.

The respondents did not participate.

The Commission found that the respondents' conduct was egregious and warranted severe sanctions to protect the public interest and provide specific and general deterrence.

The Commission ordered permanent market bans, administrative penalties totaling $900,000, disgorgement of $359,200, and costs of $50,000 against the respondents.

Staff of the Ontario Securities Commission sought sanctions and costs against the respondents following an Agreed Statement of Facts in which the respondents admitted to unregistered trading, illegal distribution, and making misleading statements.

The respondents, acting as a transfer agent, mailed over 10,000 letters to investors falsely claiming an unpaid dividend to induce warrant exercises.

The Commission ordered permanent trading and market prohibitions against the directing mind and his companies, along with a $100,000 administrative penalty.

A lesser five-year prohibition and $2,500 penalty were ordered against his wife, who acted as a nominee director.

The respondents were also ordered to pay $60,000 in costs.

The appellants appealed a decision of the Ontario Securities Commission finding they contravened the Securities Act by trading in securities without registration or a prospectus, and by misrepresenting that the securities would be listed on an exchange.

The appellants argued the transactions were good faith loans exempt from the Act, and raised numerous procedural and fairness arguments including abuse of process, bias, and failure to disclose evidence.

The Divisional Court dismissed the appeal, finding the Commission's conclusion that the transactions were disguised sales was reasonable, and rejecting all procedural and fairness challenges.

The applicants sought certiorari to quash a provincial offences information alleging contraventions of s. 122(1)(c) of the Securities Act, arguing that the Ontario Court of Justice exceeded jurisdiction when it refused to quash a second information sworn without obtaining new prosecutorial consent.

The court held that the impugned ruling concerned the validity of the information and therefore fell within matters for which certiorari relief is barred where an appeal route exists under s. 141(3) of the Provincial Offences Act.

In any event, the court found the justice properly determined that the second information merely split an existing count to reflect statutory amendments and introduced no new offences.

The original consent to prosecute therefore remained valid.

The certiorari application was dismissed.

Following a merits decision finding that the respondents engaged in an illegal and fraudulent distribution of securities that raised $2.1 million from investors, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission ordered permanent market participation bans against all respondents and required them to disgorge the $2.1 million obtained through their non-compliance.

The Commission also imposed administrative penalties of $500,000 on Eatch and $600,000 on McKenzie.

Staff's request for costs was dismissed, as the Commission found the respondents were entitled to a hearing on the fraud allegations.

Following a merits decision finding that the respondents breached the registration requirements of the Securities Act by engaging in unregistered trading of IMAGIN securities, the Ontario Securities Commission held a hearing on sanctions and costs.

The Commission ordered that the individual respondent permanently cease trading in IMAGIN securities, be prohibited from acting as a director or officer of any issuer for 15 years, and be reprimanded.

The Commission declined to impose an administrative penalty, finding the other sanctions sufficient for deterrence.

The respondents were also ordered to pay $57,482.50 in costs, reduced from the requested amount to reflect their partial compliance efforts in paying filing fees.

Following a merits hearing where the respondents were found to have engaged in a fraudulent 'pump and dump' scheme involving Sulja Nevada securities, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission ordered permanent market bans, disgorgement of $5.6 million, and administrative penalties of $750,000 each against the primary perpetrators, Vucicevich and DeVries.

Lesser market bans and administrative penalties were ordered against the other respondents based on their varying levels of culpability.

Costs were also awarded against the respondents.

Staff of the Ontario Securities Commission brought allegations against Sulja Nevada, Kore Canada, and Andrew DeVries for their involvement in a 'pump and dump' scheme.

The Commission found that Sulja Nevada issued numerous false and misleading press releases to artificially inflate its stock price.

Concurrently, DeVries authorized the issuance of millions of treasury shares to nominee accounts, which were then sold into the market for a profit of approximately US $5.6 million.

The Commission concluded that DeVries engaged in unregistered trading, illegal distribution, and fraud.

Kore Canada was found to have engaged in market manipulation through its employees' nominee accounts.

Sulja Nevada was found to have made misleading and untrue statements in its press releases.

Staff of the Ontario Securities Commission alleged that the respondents engaged in an illegal distribution of securities and perpetrated a fraud on investors.

The respondents distributed shares in a purported pharmaceutical company, raising approximately $2.1 million from investors in Ontario and the United Kingdom.

The respondents represented that the funds would be used to develop a pharmaceutical business and humanitarian projects in developing nations.

The Commission found that the company had no legitimate underlying business and that the respondents diverted almost all investor funds for personal expenses or left them unaccounted for.

The Commission concluded that the respondents distributed securities without a prospectus and knowingly perpetrated a fraud on investors, contrary to subsections 53(1) and 126.1(b) of the Securities Act.