Securities Law - ONCA

The moving party sought leave to appeal his fraud conviction under the Securities Act.

He had been acquitted at trial, but the summary conviction appeal judge entered a conviction, finding the trial judge erred in requiring proof of actual loss caused by detrimental reliance.

The Court of Appeal denied leave on the issue of the standard for causation for fraud, finding the law well-settled.

However, the Court granted leave to appeal on the question of whether the Supreme Court's decision in R. v. Hodgson modifies the test for an appellate court to substitute a conviction for an acquittal in the context of a Provincial Offences Act prosecution.

The appellants, holders of 2025 series senior secured notes, appealed the final order approving a CBCA plan of arrangement that restructured $270 million in pari passu senior secured notes issued in three series.

The arrangement extended the maturity dates of all notes and was approved by 75 percent of senior noteholders voting as one class, though only 20 percent of 2025 noteholders voted in favour.

The Court of Appeal dismissed the appeal, finding it was moot because the plan had been implemented without a stay, and that it constituted a collateral attack on the interim order establishing the single-class voting classification, from which leave to appeal had already been denied.

The court further held that the application judge applied the correct test under s. 192 of the CBCA, made factual findings entitled to deference, and committed no reviewable error in finding the arrangement fair and reasonable or in dismissing the oppression remedy application.

The Court of Appeal considered appeals regarding the priority of claims in the receivership of Bridging Finance Inc. and its investment funds.

The motion judge had previously granted priority to Statutory Rescission Claims but denied it to Redemption Claims.

The Court of Appeal dismissed the appeal by Redemption Claimants, affirming that their claims had not crystallized and were subject to Bridging's discretion, thus lacking priority.

It allowed the appeal by General Unitholders, reversing the priority granted to Statutory Rescission Claims.

The court held that neither the language of the Ontario Securities Act (s. 130.1) nor the inherent nature of the rescission remedy provided a basis for statutory or de facto priority.

Consequently, the court ordered that all Unitholders, including Redemption Claimants, Statutory Rescission Claimants, and General Unitholders, shall rank pari passu with respect to the distribution of proceeds from the Bridging Funds.

This appeal concerned the priority of various creditors in a garnishment hearing involving payments owed by the City of St. Catharines and Region of Niagara to 1671379 Ontario Inc. under a Brownfield Tax Increment Based Incentive Grant Program Agreement (BTIG).

The primary dispute was between MCAP Financial Corporation, holding a perfected General Security Agreement (GSA), and Assignment Credit Corp. (ACC), asserting priority based on an assigned consent judgment (Mesbur Judgment).

The Court of Appeal affirmed the motion judge's finding that MCAP's perfected GSA had priority for its shortfall judgment over ACC's claim, finding no inconsistency in MCAP's position.

However, the court remitted the issue of priorities among ACC and other unsecured judgment creditors to the motion judge, as it was revealed post-hearing that the Mesbur Judgment was a consent judgment, a fact not disclosed to the motion judge or other creditors, raising new legal arguments regarding the Personal Property Security Act and the Assignments and Preferences Act.

The appellant sought leave to bring a class action against Cronos Group Inc. and others for alleged misrepresentations in public filings.

The motion judge dismissed the leave and certification motions, characterizing the claim as alleging thousands of separate misrepresentations and finding insufficient evidence of individual materiality.

The Court of Appeal found this characterization erroneous, holding that the claim alleged one central misrepresentation regarding inflated revenues.

The Court determined there was a reasonable possibility of success, given the admitted misrepresentations, subsequent corrections, and share price drops, despite conflicting expert evidence on causation.

The appeal was allowed, leave granted, and the certification issue remitted to the Superior Court.

The Court of Appeal for Ontario issued a costs endorsement following its decision on an appeal concerning leave to proceed under the Ontario Securities Act.

The appellants had challenged the motion judge's denial of leave for certain alleged financial misrepresentations.

The Court of Appeal found the motion judge erred in principle on this central issue, remitting it for redetermination.

As the appellants were substantially successful on the appeal, they were awarded $60,000 in all-inclusive costs for the appeal.

The costs of the original motion for leave were deferred to the judge determining the remitted issue.

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.