CITATION: Rahman, Suman v. Ontario Securities Commission, 2013 ONSC 3192
DIVISIONAL COURT FILE NO.: 470/12
DATE: 20130530
ONTARIO SUPERIOR COURT OF JUSTICE DIVISIONAL COURT
SWINTON, HARVISON YOUNG AND LEDERER JJ.
BETWEEN:
MONIE RAHMAN and SHANE SUMAN
Appellants
– and –
ONTARIO SECURITIES COMMISSION
Respondent
Janice Wright and Sara J. Erskine, for the Appellants
Cullen Price, Carlo Rossi and Matthew Britton, for the Respondent
HEARD at Toronto: May 30, 2013
HARVISON YOUNG J. (orally)
[1] The appellants submit that the decision appealed from is unreasonable because the Commission failed to reasonably and fairly apply the law which it had correctly set out at paras. 300 of its Decision. Para. 300 reads as follows:
[300] Accordingly, in drawing inferences, we must ensure that we are not assuming facts that have not been proven, and that the facts that have been proven are reasonably capable of supporting the inferences we draw.
[2] In particular, the appellants submit that it was unreasonable for the Commission to conclude that Mr. Suman knew of the proposed acquisition in the absence of a finding of fact that he had actually viewed the Project Monument emails of January 23, 2007 and that such emails disclosed the fact the proposed acquisition of Molecular Devices Corp., as opposed to merely having had the opportunity to view these emails.
[3] They argue that this flies in the face of the law as set out in para. 300 of the Decision as cited above and that the OSC had effectively grounded the inference of knowledge on a speculative theory, not grounded it in the evidence. We disagree.
[4] The parties are agreed that the standard of review in this matter is that of reasonableness.
[5] The Commission made detailed findings of fact in its lengthy and careful decision as summarized at paras. 342 and 343 of its reasons. Based on this constellation of some fourteen findings of fact, it concluded as follows at paras. 344 and 345:
[344] The evidence of Suman’s ability and opportunity to acquire knowledge of the Proposed Acquisition through his IT role at MDS Sciex, the fundamental shift in and the nature of the Respondents’ trading referred to in paragraph 342 of these reasons, and the circumstantial evidence referred to in paragraph 343 of these reasons, taken together, constitute clear, convincing and cogent evidence supporting the inferences we make in paragraph 345 of these reasons. In our view, the combined weight of the evidence overwhelmingly supports those inferences. Any innocent explanation for the Respondents’ purchases of the Molecular Securities is not plausible in all the circumstances.
[345] Accordingly, we infer, based on the combined weight of the evidence, that Suman learned of the Proposed Acquisition through his role in the IT group at MDS Sciex, that he informed Rahman of it, and that the Respondents purchased the Molecular Securities with knowledge of the Proposed Acquisition. In our view, the combined weight of the evidence leads reasonably and logically to those conclusions. In our view, that is the most likely explanation for the Respondents’ purchases of the Molecular Securities in all the circumstances.
[6] In light of the findings made by the Commission, the inference that Mr. Suman knew of the proposed acquisition through his role with MDS was reasonable and indeed compelling. The appeal is therefore dismissed.
COSTS
SWINTON J.
[7] I have endorsed the Appeal Book, “This appeal is dismissed for oral reasons delivered today by Harvison Young J. Costs to the Commission fixed at $15,000.00, an amount agreed upon by the parties.”
HARVISON YOUNG J.
SWINTON J.
LEDERER J.
Date of Reasons for Judgment: May 30, 2013
Date of Release: June 19, 2013
CITATION: Rahman, Suman v. Ontario Securities Commission, 2013 ONSC 3192
DIVISIONAL COURT FILE NO.: 470/12
DATE: 20130530
ONTARIO SUPERIOR COURT OF JUSTICE DIVISIONAL COURT
SWINTON, HARVISON YOUNG AND LEDERER JJ.
BETWEEN:
MONIE RAHMAN and SHANE SUMAN
Appellants
– and –
ONTARIO SECURITIES COMMISSION
Respondent
ORAL REASONS FOR JUDGMENT
HARVISON YOUNG J.
Date of Reasons for Judgment: May 30, 2013
Date of Release: June 19, 2013