Leanne Gruppuso

The appellants appealed a Capital Markets Tribunal decision finding they committed securities fraud by selling cryptocurrency tokens falsely represented as backed by gold bullion and misappropriating investor funds.

On appeal, they argued the Tribunal erred by admitting compelled interview transcripts, finding the tokens were securities, denying an adjournment, and imposing unfit sanctions.

The Divisional Court dismissed the appeal, holding that compelled testimony is admissible in the same regulatory proceeding, the tokens met the test for an investment contract, and the Tribunal's factual findings and sanctions were reasonable and entitled to deference.

The appellants appealed a judgment awarding them financial compensation rather than a 45 percent ownership interest in the respondent corporation under the oppression remedy provisions of the Business Corporations Act.

The appellants argued the application judge failed to give effect to their reasonable expectation that shares would be issued pursuant to a non-binding term sheet.

The Divisional Court dismissed the appeal, finding the application judge properly considered the appellants' reasonable expectations, correctly concluded the term sheet was not a binding agreement to issue shares, and appropriately exercised his broad remedial discretion in awarding financial compensation instead of shares.