CITATION: Taylor v. Ontario Securities Commission, 2013 ONSC 6495
DIVISIONAL COURT FILE NOS.: 95/11; 96/11; 97/11; 98/11
DATE: 20131031
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
ASTON, AITKEN and SACHS JJ.
BETWEEN:
DIVISIONAL COURT FILE NO.: 95/11
LEWIS TAYLOR SR.
Appellant
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 96/11
LEWIS TAYLOR JR.
Appellant
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 97/11
COLIN TAYLOR & 1248136 ONTARIO
LIMITED
Appellants
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 98/11
JARED TAYLOR
Appellant
– and –
ONTARIO SECURITIES COMMISSION
Respondent
Lewis Taylor Sr., appeared in person
Lewis Taylor Jr., appeared in person
Colin Taylor, appeared in person for himself and for the Appellant, 1248136 Ontario Limited,
Jared Taylor, appeared in person
Matthew Britton & Jonathon Feasby, for the Respondent
HEARD at Toronto: October 7 and 8, 2013
H. Sachs J.:
Introduction
[1] The Appellants appeal a decision of the Ontario Securities Commission (the “Commission”) issued on September 7, 2010. The Commission found that the Taylor Appellants had contravened the Securities Act, R.S.O. 1990, c. S.5 (the “Act”) by trading in securities without being registered and trading in securities without filing the necessary disclosure documents. It also found that three of the Taylor Appellants had misrepresented that the securities they were trading in were listed or about to be listed on a stock exchange.
[2] In a separate decision, the Commission imposed sanctions and dealt with costs.
[3] The Taylor Appellant filed separate appeals and factums dealing with discrete issues. In their factums, they each adopted the arguments of the others. The appeals were heard together and these reasons deal with the issues raised on all four appeals.
[4] In its decision, the Commission gave a very thorough and helpful review of the evidence it heard. This decision will refer to the facts only as it becomes necessary to understand the Appellants’ arguments on this appeal.
Jurisdiction and Standard of Review
[5] Section 9 of the Act provides that a person directly affected by a final decision of the Commission may appeal to the Divisional Court. Under subsection 9(5), the Divisional Court is authorized to direct the Commission to make any decision or do any act within the Commission’s authority that the court considers proper.
[6] On procedural fairness issues, no standard of review analysis is necessary. If the decision in question was reached in violation of the rules of natural justice, or a breach of procedural fairness has occurred, the Divisional Court must grant a remedy: Apotex Inc. v. Ontario (Public Drug Programs, Executive Officer) (2009), 2009 75630 (ON SCDC), 315 D.L.R. (4th) 344 (Ont. Div. Ct.), at para. 41.
[7] On all other issues, the Commission’s decision is subject to review on the standard of reasonableness: Taub v. Investment Dealers Association of Canada, 2009 ONCA 628, 98 O.R. (3d) 169, at para. 21.
Did the Commission err in its interpretation of the agreements that formed the basis of the findings against the Appellants?
[8] Mega-C Power Corporation (“MCP”) was a company incorporated in Nevada, USA, with an office in Vaughan, Ontario. Mega-C Technologies Inc. (“MCT”) is an Ontario corporation whose purpose was to commercialize a new technology.
[9] Lewis Taylor Sr. is the father of the other three Taylor Appellants. He is an experienced businessman and was previously prohibited from selling securities to the public from 1990 to 2000. He was a director of MCT. Lewis Taylor Jr. was a Vice-President of MCP and President of MCT. Jared Taylor received funds for the Taylor Appellants and Colin Taylor was the sole officer and director of 1248136 Ontario Limited (“1248”).
[10] None of the Taylor Appellants is registered with the Commission in any capacity to trade in securities. MCP has never filed a prospectus with the Commission.
[11] Section 25(1) of the Act prohibits a person from trading in a security unless registered with the Commission as a dealer, or as a salesperson, partner, or officer of a registered dealer.
[12] Section 53(1) of the Act provides that no person or company shall trade in a security on his, her or its own account or on behalf of any other person or company if the trade would be a distribution of the security, unless a preliminary prospectus and a prospectus have been filed and receipts have been issued for them by the Director of the Commission.
[13] Section 38(3) of the Act prohibits any representation that a security will be listed on any stock exchange or that an application has been made or will be made to list such security upon any stock exchange with the intention of effecting a trade in a security except with the written permission of the Director.
[14] In the period from the fall of 2001 to the spring of 2003, Lewis Taylor Sr., Lewis Taylor Jr., and Jared Taylor held meetings in Ontario, as a result of which hundreds of people were persuaded to acquire MCP shares. The Commission found that in the course of persuading people to acquire these shares, the three Taylor Appellants who were present at those meetings falsely represented that MCP had applied or would apply to be listed on the stock exchange.
[15] The transactions through which the MCP shares were acquired were structured as interest-free loans to Jared Taylor. People advanced funds to Jared Taylor (who was in his early twenties at the time) and, in exchange, he gave them an interest-free promissory note that stated the amount was for personal purposes and MCP shares would be used as collateral.
[16] Jared Taylor received approximately $3.2 million into his bank account through these notes and distributed the funds from his account to members of his family and the corporations in which they were involved.
[17] Colin Taylor was not present at the meetings. The Commission found that through his corporation, 1248, Colin directed that MCP shares be issued to the people who advanced funds and received promissory notes.
[18] Under the Act, good faith loans are exempt from the definition of trading. Specifically, s. 1(1) of the Act defines “trade” or “trading” as including:
(a) any sale or disposition of a security for valuable consideration … but does not include … a transfer, pledge or encumbrance of securities for the purpose of giving collateral for a debt made in good faith.
[19] Thus, if the MCP shares in question were only issued as collateral for a “debt made in good faith,” the Taylor Appellants have not violated ss. 25 and 53 of the Act. The Commission found that the transactions involving the promissory notes were not good faith loans, but rather, a scheme to sell shares to the public “in the guise of a loan:” see Commission Merits Decision, at para. 192.
[20] The Taylor Appellants argue that in reaching the conclusion it did about the “loan” transactions, the Commission ignored the clear and plain language of the documents underlying those transactions, failed to give meaning to the intention of the parties, admitted extrinsic evidence to re-write the contracts and did so when none of the parties to the transactions in question had challenged the transactions. Further, the Taylor Appellants submit that the Commission’s findings and disgorgement order prejudiced the “lenders’” chance of ever recovering the monies they are owed. Finally, the Taylor Appellants maintain that the Commission erred in drawing an adverse inference against Lewis Taylor Sr. and Jared Taylor because of their failure to testify.
[21] In support of their submission regarding the interpretation of contracts, the Taylor Appellants cited a number of cases involving disputes between the parties to the contracts in question. In this case, the mandate of the Commission was not to adjudicate a contractual dispute, but to decide whether the impugned transactions were really loans made in good faith or sales or distributions of securities falling within the regulatory scheme of the Commission’s home statute, the Act. This mandate is a public interest mandate, designed to prevent people from disguising activities that are regulated under the Act as activities that are exempted under the Act.
[22] In Jeffrey G. MacIntosh & Christopher C. Nicholls, Securities Law (Toronto: Irwin Law, 2002) at 57, the authors describe the purpose of the exemption for good faith loans as follows:
[T]he [Act] was not intended to restrict the ability of securityholders to use the equity in their securities as loan collateral. Accordingly, pledges and other grants of a security interest in securities are excluded from the definition of “trading”…. the debt owed by the borrower to the lender must have been incurred “in good faith.” It is not open for parties, in other words, to attempt to avoid the application of the [Act] by disguising a sale transaction as a secured lending transaction.
[23] In this case, the Commission had ample evidence before it to reasonably conclude that the substance of the transactions in question was a sale transaction rather than a loan transaction. Among other things, the Commission heard from a number of the investors who advanced money under the transactions and accepted their testimony that they thought they were buying shares. The Commission also reasonably found that it defied common sense that people would lend large sums of money to Jared Taylor on the basis of a promissory note that bore no interest and had no payment due date. In addition, all of the investors who testified on behalf of the Taylors that they believed the transaction was a loan, also stated that they believed they had the option of exchanging their shares for the share price when MCP went public. Every witness called by the Taylors believed they had a “right to profit.” These expectations are inconsistent with a secured lending transaction, where the lender only takes ownership of the collateral when the debt is not paid.
[24] In reaching the conclusion it did, the Commission noted that neither Lewis Taylor Sr. nor Jared Taylor testified and stated, at para. 276:
If any two persons could shed light on the bank account activities of Jared Taylor it would be he or his father. We accept Mr. Greenspan’s submission in the letter of April 28, 2004 that Lewis Taylor Sr. “was involved in or made all major decisions on behalf of the Taylor family”. Jared Taylor was, of course, the person in charge of the bank accounts. From their failure to testify, we draw an adverse inference against their submission that the loans were made in good faith. [Cites omitted]
[25] If there was a sound reason why so many people would loan large sums of money to a young man in his early twenties on the basis of an interest-free promissory note, the Commission was entitled to expect that two of the people who knew the most about those transactions (Lewis Taylor Sr. and Jared Taylor) would have testified and given that reason. When they did not do so, the Commission reasonably drew the inference that they had no evidence to offer that would assist their case on this point.
[26] With respect to the argument that the Commission’s disgorgement order has prejudiced the investors’ ability to recover, it is important to note that the Commission’s order specifically provides that any monies paid pursuant to that order may be paid out to third parties. Third parties could include the people who paid money pursuant to the impugned transactions.
Did the Commission give too much weight to hearsay evidence?
[27] The Taylor Appellants argue that the Commission erred when it gave “considerable weight” to hearsay evidence obtained from investors through questionnaires and telephone interviews.
[28] Under s. 15(1) of the Statutory Procedures Act, R.S.O. 1990, c. S.22, hearsay evidence is admissible at a hearing under the Act. In this case, the Commission only used hearsay evidence when it was supported and corroborated by other evidence. In doing so, it made no error.
Did the Commission err in making its findings concerning the source of the shares that were traded?
[29] The Taylor Appellants make a number of submissions on this point. First, they argue that the Commission erred in finding that Lewis Taylor Sr. was motivated to issue shares in order to settle massive debts. Second, they maintain that without establishing exactly when, how, and if the Taylor Appellants came into possession of the shares that were part of the impugned trades, the Commission denied them due process and erred in concluding that the shares in question were actually ever owned or distributed by the Taylor Appellants.
[30] With respect to the “debt issue,” I agree with the Respondent that the question of why the Appellants chose to trade their MCP shares is irrelevant to the issue that the Commission had to decide. The only relevant question was whether the Appellants had shares apportioned to them that they controlled and that they distributed to the public in violation of the Act.
[31] In the end, the Commission concluded, at para. 205, it was “unnecessary to pursue the tangled web of share transfers and the agreements made among Mega-C, Mega-C Tech, C&T, Select Molecular and other corporations referred to in the evidence.” However, it did find that the Taylor Appellants “received more than sufficient Mega-C shares, whether recorded on the books of the company or not, for Mr. Pardo to issue share certificates to the approximately 400 persons who allegedly loaned Jared Taylor sums of money, and in return for which they received share certificates signed by Rene Pardo:” see Commission Merits Decision, at para. 205. Later on in its decision, the Commission stated, at para. 283, that the Appellants “had control over the disposition of shares from Mega-C not previously issued. The shares have been described in the evidence as ‘notional’ or ‘earmarked’.”
[32] The Taylor Appellants state that the concept of “notional” or “earmarked” shares was not part of the Statement of Allegations and for the Commission to found its decision on such a concept violated due process. They also argue that for the Commission decision to stand, it must be established that the traded shares came from treasury or the Taylors and not from someone else. According to the Taylors, the evidence or lack of evidence that the Commission had before it demonstrated that the shares came from the private holdings of Rene Pardo.
[33] Again, it is irrelevant whether the shares were actually registered in the names of the Taylors, issued from treasury or registered in the name of Rene Pardo. What is relevant is whether the Taylor Appellants had control of shares that had not been previously distributed to the public and arranged for them to be distributed to the public without being registered to trade in such shares and without fulfilling the disclosure requirements of the Act.
[34] The Commission had ample evidence before it to conclude that the Appellants did have control of the shares and arranged for them to be distributed to the public in violation of the Act. In particular, Colin Taylor, as the sole officer and director of 1248, signed a direction to Mr. Pardo of MCP, directing him to transfer the MCP shares held by 1248 to a list of individuals made up of the people who had entered into the so-called loan agreements with Jared Taylor. Pursuant to this direction, share certificates were issued in the name of the individuals on the list.
Did the Commission err in not granting a stay of proceedings?
[35] The Taylor Appellants submit that Commission staff failed to preserve important evidence, failed to disclose relevant evidence, failed to conduct a neutral investigation, demonstrated a “closed mind” in their investigation, attempted to obstruct justice, and violated their ss. 7 and 11 rights under the Canadian Charter of Rights and Freedoms. Taken cumulatively, according to the Appellants, these abuses justified a stay of proceedings, which the Commission improperly refused.
Lost Evidence
[36] The Taylor Appellants submit that Commission staff failed to preserve 70 hours of videotapes that the Taylor Appellants allege were critical to their case. According to their submission, between 2001 and 2003, the Appellants and Mr. Pardo recorded the demonstrations that resulted in the impugned transactions and if those tapes had been produced, it would have been clear that no violations of the Act took place during those demonstrations.
[37] The Commission rejected this submission, finding that whether or not the videotapes were lost, they would not have assisted the Taylors. In making this finding, the Commission wrongly stated that the tapes were recorded by Kirk Tierney, who joined MCP in 2003.
[38] Assuming Mr. Tierney was correct when he stated that he gave the tapes to Mr. Coulis, Mr. Tierney testified during the hearing before the Commission that he had retained copies of the tapes and given them to his lawyer. At no point during the hearing before the Commission did the Taylor Appellants ask the Commission to direct Mr. Tierney to produce the videotapes in question. Furthermore, none of the Taylor Appellants who were present at the demonstrations in question testified at the Commission hearing. Consequently, the Commission had no evidence from them or anyone else that tapes containing evidence helpful to the Taylors existed.
[39] Given this record, there is no reason to believe that the Commission’s error as to who made the tapes would have affected its findings on this issue.
Failure to Disclose Evidence
[40] The Taylor Appellants submit that Commission staff failed to make timely disclosure and that some disclosure still remains outstanding. That failure prevented them from making full answer and defence
[41] In rejecting this submission, the Commission noted the voluminous disclosure that was made and concluded that there was no evidence before them that the Taylors were unable to make full answer and defence because of a lack of disclosure.
[42] The Commission also noted that the Taylors had brought a motion for a stay of proceedings on the basis of an alleged failure to disclose that was dismissed in October 2008. At that time, Commission staff was ordered to provide the Taylors with a list of documents and material in their possession that were relevant to the proceeding, but that staff did not intend to disclose. The panel who heard the stay motion also directed that any further disclosure issues should be addressed by way of a case management conference before the hearing. Commission staff sent their list to the Taylors on October 17, 2008 and, in spite of the panel’s direction, the Taylors did not schedule a case management conference in advance of the hearing to address any further disclosure concerns.
[43] Given this history and the Commission’s findings concerning the disclosure that was made and the conduct of the Taylors during the hearing (which are entitled to considerable deference), there is no merit to the Taylors’ allegation that their ability to make full answer and defence was affected by failure to make full disclosure.
Failure to Conduct a Neutral Investigation
Letter to Shareholders
[44] The basis for this complaint is a letter, dated May 14, 2004, by Sally Fonner, President of MCP, to MCP shareholders in which she implied that a trust created by shareholders had been approved by Commission staff. By this point, the Taylors were not part of the shareholder group that had created the trust in question. This, according to the Taylors, is an example of how the Commission staff had taken sides against them in a shareholder dispute.
[45] The answer to this allegation is that, on May 18, 2004, Mr. Coulis made an investigation note in which he recorded that he advised Ms. Fonner that Commission staff “took exception to the correspondence referring to the trust agreement, intimating that the OSC approved. She is to address the matter at the meeting and state that the OSC did not approve the Trust arrangement.” Further, at the insistence of Commission staff, on June 21, 2004, Ms. Fonner wrote to MCP shareholders and corrected her earlier statement.
Staff Conflict of Interest
[46] The Taylor Appellants argue that there was evidence before the Commission to suggest that Mr. Coulis, a Commission investigator, or his mother, owned shares in MCP “and only the Taylors would be pursued.” This fact compromised Commission staff’s investigation.
[47] At the hearing before the Commission, Rene Pardo, a former President and CEO of MCP, testified that during his second meeting with Commission staff, Mr. Coulis stated that “even his mother had shares” in MCP. Mr. Pardo also testified that he was not sure whether Mr. Coulis was serious and never obtained any confirmation of this statement.
[48] Jurgen Volling, an employee of MCP, signed two inconsistent documents regarding this issue. In the first, he stated that Mr. Pardo had told him he had given Mr. Coulis’ mother MCP shares. In the second, he stated that Mr. Pardo said that Mr. Coulis told him his mother had shares in MCP. The Commission found that it had “no confidence in the credibility of Mr. Volling:” see Commission Merits Decision, at para. 229.
[49] On the basis of this record, there was no reliable evidence that Mr. Coulis or his mother had shares in MCP.
Interference in a Separate Proceeding
[50] MCP was the subject of bankruptcy proceedings in Nevada. During those proceedings, Commission staff took an active part to prevent the Taylor Appellants from representing the interests of the MCP shareholders. As a result, a proposal from another group (Axion) was accepted by the bankruptcy court for the protection of the MCP shareholders. The Taylor Appellants submit that through this intervention, Commission staff demonstrated their lack of neutrality toward the Taylors.
[51] With respect to this submission, the Commission found, at para. 313 of its decision, as follows:
We find that Staff intervened in the bankruptcy because it concluded it was in the public interest to protect Ontario Mega-C shareholders from the Taylor Respondents. This action by Staff required Staff to prefer the interests of the Axion Mega-C shareholders against the interests of those shareholders represented by the Taylor Respondents and by the group of unaffiliated shareholders. Presumably Staff took this action because of its confidence in the merit of the allegations. It was a risk Staff was prepared to take. Staff was right and justified in intervening.
[52] I see no basis to intervene with the Commission’s finding, which is entirely reasonable.
Selective Investigation
[53] On June 4, 2007, Commission staff withdrew the allegations against MCP. The Taylor Appellants argue that this withdrawal constituted an unjustified form of selective “investigation” and was extremely prejudicial to them.
[54] There is no basis for concluding that the withdrawal of the allegations against MCP indicated any lack of neutrality on the part of Commission staff and there is no evidence the Taylor Appellants suffered any prejudice as a result of this action.
Misleading the Commission about an October 2007 Adjournment
[55] According to the Taylor Appellants, a Commission prosecutor misled a Commission panel in October 2007 about why an adjournment of the hearing was necessary. While the “official story” was that one of the parties to the hearing had to get new counsel, in fact, Commission staff were not ready to proceed.
[56] There is no evidence to support the allegation that Commission staff misled a panel.. In fact, the evidence is to the contrary. On October 18, 2007, one of the parties moved for adjournment because his counsel had a conflict. At that point, the hearing was scheduled for October 29, 2007. Commission counsel requested that if an adjournment was required, the Secretary’s Office should be contacted and the other parties to the proceeding advised. This was done and the matter was adjourned to allow the party in question to obtain new counsel.
Breaches of ss. 7 or 11 of the Charter
[57] The Taylor Appellants argue that Commission staff breached their ss. 7 and 11 Charter rights by improperly disclosing compelled testimony that they had given to MCP. These statements were then given to Axion.
[58] At the time of the disclosure, MCP was a respondent in the Commission proceedings. Thus, Commission staff had an obligation to disclose the compelled testimony to MCP’s Canadian counsel, an experienced securities litigator. That counsel forwarded the disclosure to his client, the trustee in bankruptcy for MCP in Nevada, where it fell into the hands of third parties. When Commission staff learned that the disclosure had fallen into the hands of third parties, they made their best efforts to recover the compelled testimony.
[59] The Commission found, at para. 316 of its decision, that “while it would have been preferable for Staff to be more specific about the uses to which the compelled testimony could be put in the Mega-C bankruptcy, Staff’s failure to do so does not support a finding of bias against the Taylor Respondents.”
[60] There is no reason to question the Commission’s conclusion in this regard, which was reasonable in the circumstances. On the basis of the evidence, which the Commission accepted, Commission staff did not intentionally disclose compelled testimony to third parties. Further, when they became aware of the situation they did their best to rectify it.
Attempting to Influence Testimony
[61] One of the witnesses who testified for the Taylor Appellants also testified that the Commission prosecutor interviewed him and attempted to get him to change his testimony. The Commission accepted this witness’ version of events and found, at para. 319, that the actions of staff counsel were “unwarranted, inappropriate and overreaching.” However, they did not find that this warranted a conclusion that Commission staff were biased against the Taylors. As put by the Commission in its decision, at para. 320:
The attempt to influence A.M.’s testimony was unsuccessful. It takes more than an over-zealous attempt to enlist a favourable witness, to support a finding of bias.
[62] On appeal, the Taylor Appellants submit that the actions of Commission staff amounted to an attempt to obstruct justice, actions that warranted the imposition of a stay.
[63] First of all, the Commission did not find that an attempted obstruction of justice had occurred. Second, as the Commission noted, at para. 343, a stay of proceedings will only be granted in the “clearest of cases.” A stay is an exceptional remedy and the decision as to whether or not to grant a stay is a discretionary one. An appellate court will only be justified in intervening if the tribunal below has clearly misdirected itself or the decision is so clearly wrong as to amount to an injustice: see R. v. Regan, 2002 SCC 12, [2002] 1 S.C.R. 297, at para. 139.
[64] In this case, the Commission did not misdirect itself nor is their decision so clearly wrong as to amount to an injustice. In this regard, it is important to note that the Commission did grant the Taylor Appellants a remedy for the abuse; it denied the Commission staff its costs of the proceedings, costs that were conservatively estimated at over $100,000.00.
Was the Commission biased?
[65] The Appellants argue that there a reasonable apprehension of “informational” bias on the part of Commissioner Carnwath. The basis of the allegation appears to be an alleged difference in the way that the Commissioner in question dealt with requests to stay proceedings when he sat as a Superior Court Justice on criminal proceedings and the way he dealt with the stay request in this case. According to the Appellants, the Commission’s decision “cut” Commission staff “too much slack” when it found that an abuse of process justifying a stay had not occurred.
[66] There is no merit to this submission. A decision-maker’s decision in one case is not to be considered in light of his or her decision in another case that occurred in an entirely different context. The Commission’s decision with respect to the abuse of process motion before it was entirely reasonable.
Did the Commission’s finding that the Taylor Appellants acted in a common enterprise constitute a denial of due process?
[67] The Taylor Appellants submit that they were denied due process ( or their rights to natural justice were breached) because the Statement of Allegations that preceded the Commission hearing did not specifically plead the Commission’s ultimate theory of liability: that the Taylors “knowingly participated in a common enterprise” to “sell shares in Mega-C to the public in the guise of a loan to Jared Taylor, secured by share collateral:” see Commission Merits Decision, at paras. 191-92. According to the Taylors, without notice of this theory of liability they could not properly prepare their case. In support of their position on this issue, the Taylor Appellants rely mostly on jurisprudence developed in the criminal context.
[68] As Commission jurisprudence has noted, given the Commission’s public interest jurisdiction, it is inappropriate “to treat notices of hearing and statements of allegations as a criminal information or indictment:” see Re Ironside, [2003] A.S.C.D. No. 1514 (Alta. Securities Comm.), at para. 5; Re YBM Magnex International Inc. (2000), 23 O.S.C.B. 1171 (Decision on Motion for Particulars).
[69] There is also no merit to the suggestion that the Taylors were taken by surprise by the theory that they acted in concert to sell the shares of MCP to the public in violation of the Act. The Commission’s Statement of Allegations alleged that the Taylors engaged in conduct that was contrary to the Act as a family; it also described the role that each family member played to achieve the collective purpose of distributing MCP shares to the public for valuable consideration. The fact that the specific words “common enterprise” were not used did not preclude the Commission from using those words to describe the actions of the Taylors.
Were the defences of due diligence and mistake of fact available to the Appellants?
[70] The Appellants did not pursue this argument in their oral submissions. However, the Commission, after hearing from Colin Taylor, made a specific finding that it did not believe him and that he was not mistaken about the document he signed directing the transfer of shares from 1248 to the individuals who had entered into “loan” agreements with Jared Taylor.
Conclusion
[71] For these reasons, I would dismiss the appeal. The Respondent requested costs fixed in the amount of $25,000, all inclusive. Given the number of issues that the Appellants raised on this appeal and the length of time the appeal took to argue, I find that the amount requested is reasonable and order that the Appellants pay to the Respondent its costs of this appeal fixed in the amount of $25,000.
SACHS J.
ASTON J.
AITKEN J.
Released: 20131031
CITATION: Taylor v. Ontario Securities Commission, 2013 ONSC 6495
DIVISIONAL COURT FILE NOS.:95/11; 96/11; 97/11; 98/11
DATE: 20131031
DIVISIONAL COURT FILE NO.: 95/11
LEWIS TAYLOR SR.
Appellant
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 96/11
LEWIS TAYLOR JR.
Appellant
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 97/11
COLIN TAYLOR & 1248136 ONTARIO
LIMITED
Appellants
- and -
ONTARIO SECURITIES COMMISSION
Respondent
DIVISIONAL COURT FILE NO.: 98/11
JARED TAYLOR
Appellant
– and –
ONTARIO SECURITIES COMMISSION
Respondent
REASONS FOR JUDGMENT
SACHS J.
Released: 20131031