Matthew M. A. Stroh

The plaintiff sought leave under s. 138.8 of the Ontario Securities Act to commence an action for secondary market misrepresentation against Pretium Resources Inc. and Robert A. Quartermain.

The plaintiff alleged that the defendants failed to disclose material facts regarding conflicting expert opinions on the validity of a mineral resource estimate for the Brucejack Project, leading to a significant drop in share price.

The court granted leave, finding that the plaintiff established a reasonable possibility of success at trial.

The court determined that the concerns raised by Strathcona Mineral Services, a respected mining consultant, were material facts that a reasonable investor would consider important, despite Pretium's belief that the data was unreliable.

Furthermore, the court found a reasonable possibility that the defendants would not be able to establish the "no reasonable grounds to believe" branch of their reasonable investigation defense under s. 138.4(6) of the OSA.

The Vria Parties (defendants by counterclaim) moved to strike the Fresh as Amended Statement of Defence and Counterclaim against them, arguing it disclosed no reasonable cause of action or was frivolous/vexatious.

The court dismissed the motion, finding it was procedurally barred because the Vria Parties had already filed a defence to the original counterclaim, which contained the same causes of action.

The court also found the motion was not brought promptly, as required for Rule 21.01 motions, especially in a complex, case-managed proceeding.

Martin Gerard brought a proposed class action against Detour Gold Corporation and Gerald Panneton alleging misrepresentations in public disclosures regarding gold production guidance, cash cost projections, and operating covenants.

The parties reached a settlement, and Mr. Gerard sought certification of the action as a class proceeding for settlement purposes and incidental relief.

The court granted the motion, finding all criteria for certification under the Class Proceedings Act, 1992, were satisfied, and approved the proposed common issues for settlement purposes.

An appeal from a Superior Court of Justice decision was settled prior to judgment.

The Court of Appeal dismissed the appeal with no costs awarded to either party.

The defendants (Underwriters) sought leave to appeal an interlocutory order that allowed the plaintiff to amend its claim to add the Underwriters as defendants in a class action and admitted the plaintiff's expert evidence.

The Divisional Court dismissed the motion for leave to appeal, finding no good reason to doubt the correctness of the motions judge's decision regarding the admissibility of the expert evidence and the finding that the Underwriters would not suffer non-compensable prejudice by being added as parties.

The moving party sought to lift a stay of proceedings previously granted by the Court of Appeal on the basis of forum non conveniens.

Following the stay, the moving party's attempt to pursue a class action in the United States for pre-explosion misrepresentations was dismissed on procedural grounds, and the responding party conceded the claim was governed by Ontario law.

The Court of Appeal found these new developments constituted facts arising after the order that justified lifting the stay to avoid an injustice, allowing the moving party to proceed with the claim in Ontario.

The plaintiff, LBP Holdings Ltd., brought a motion in a proposed securities class action to add the defendant's underwriters (Cormark Securities Inc. and Dundee Securities Limited) as party defendants following the original defendant's bankruptcy.

The plaintiff sought to assert five claims: primary market statutory, secondary market statutory, common law negligence, common law negligent misrepresentation, and unjust enrichment.

The court granted leave to add the underwriters for the common law negligence and negligent misrepresentation claims, finding them tenable.

However, the primary market statutory claim was time-barred, and the secondary market statutory claim was untenable as underwriters were not considered "experts" under Part XXIII.1 of the Securities Act.

The unjust enrichment claim was also dismissed as legally untenable due to a valid contractual basis for fees and the principle against shareholder derivative actions for corporate wrongs.

Following dismissal of a proposed securities class action leave motion under s. 138.8 of the Securities Act and certification under the Class Proceedings Act, the court determined the appropriate costs award.

The successful defendants sought nearly $900,000 based on partial recovery of actual legal fees, while the plaintiff argued for a substantially reduced award grounded in access-to-justice concerns.

The court held that the costs protocol developed for certification motions does not apply to leave motions, which function as a robust merits-based screening mechanism and often involve extensive evidentiary records.

Applying the hourly rate grid and Rule 57.01 factors, the court reduced certain disbursements but rejected the plaintiff’s lower estimate.

The court fixed all-inclusive costs at $500,000 payable to the defendants.

The plaintiff sought leave under s. 138.8 of the Securities Act and certification under the Class Proceedings Act to bring a class action against a mining company for secondary market misrepresentation.

The plaintiff alleged that the company's public disclosures regarding mineral production and grade levels were false, as purportedly revealed by a subsequent technical report and anonymous short-seller internet postings.

The court dismissed the motion, finding that the plaintiff failed to show a reasonable possibility of success at trial because the defendants' uncontroverted expert evidence explained that the discrepancies between the reports were due to different reporting parameters, not misrepresentations.

The defendants sought leave to appeal two interlocutory orders compelling their witness to answer questions refused on cross-examination and refusing to vary the initial order.

The court found that the first category of questions was moot because the witness had already answered them without condition.

The court also held that the defendants failed to satisfy the test for leave to appeal under Rule 62.02(4) for both categories of questions, as there were no conflicting decisions and the issues were not of such importance to warrant leave.

The motion for leave to appeal was dismissed.

The appellant appealed from an order dismissing its motion to stay or dismiss a proposed Ontario class proceeding for secondary market misrepresentation under Part XXIII.1 of the Securities Act.

The respondent, an Ontario resident, had purchased the issuer's shares on the New York Stock Exchange, and a parallel securities proceeding based on substantially the same alleged misrepresentations was already underway in the United States.

The court held that Ontario had jurisdiction simpliciter because the alleged statutory tort was committed in Ontario where disclosure documents were required to reach Ontario shareholders.

However, applying comity-based forum non conveniens principles, the court concluded Ontario should decline jurisdiction over foreign-exchange claims because the U.S. and U.K. regimes tie jurisdiction to the place of trading, parallel proceedings already existed, and Ontario jurisdiction would be opportunistic in light of negligible Canadian trading.