Nairn Waterman

The appellants, Italian manufacturers of custom equipment, appealed a decision dismissing their motion to set aside service and stay the respondents' Ontario action.

The appellants argued that the contract was formed in September 2004 and included an exclusive jurisdiction clause for Italy, and that parallel proceedings were already underway in Italy.

The Court of Appeal upheld the motion judge's findings that the contract was formed in March 2004 without a jurisdiction clause, that Ontario had jurisdiction simpliciter based on a real and substantial connection, and that Italy was not clearly a more appropriate forum.

The appeal was dismissed.

The Ontario Securities Commission approved a settlement agreement with a former vice president regarding allegations of insider trading and failure to disclose a material change.

The respondent admitted to exercising options and selling shares while aware of an undisclosed contract dispute, avoiding a loss of approximately $729,000.

The settlement included a 15-year trading ban, a 15-year ban on acting as a director or officer, and a $150,000 administrative penalty.

The Commission found the settlement to be in the public interest, noting mitigating factors such as the respondent's lack of experience, reliance on the company's CFO, and cooperation with Staff.