Supreme Court of Canada

Sharp v. Autorité des marchés financiers 2023 SCC 29

Case Information

Appeal Heard: January 18, 2023 Judgment Rendered: November 17, 2023 Docket: 39920

Between: Frederick Langford Sharp — Appellant and Autorité des marchés financiers — Respondent — and — Attorney General of Quebec, Shawn Van Damme, Vincenzo Antonio Carnovale, Pasquale Antonio Rocca and Ontario Securities Commission — Interveners

And Between: Shawn Van Damme, Vincenzo Antonio Carnovale and Pasquale Antonio Rocca — Appellants and Autorité des marchés financiers — Respondent — and — Attorney General of Quebec, Frederick Langford Sharp and Ontario Securities Commission — Interveners

Indexed as: Sharp v. Autorité des marchés financiers

File No.: 39920.

2023: January 18; 2023: November 17.

Present: Wagner C.J. and Karakatsanis, Côté, Brown,* Rowe, Martin, Kasirer, Jamal and O'Bonsawin JJ.

on appeal from the court of appeal for quebec

Headnote

Constitutional law — Extraterritoriality — Jurisdiction — Constitutional applicability of Quebec regulatory scheme to out-of-province residents — Quebec administrative tribunal claiming jurisdiction over out-of-province defendants in securities enforcement proceeding — Whether Civil Code of Québec's private international law rules govern tribunal's jurisdiction — Whether Quebec securities scheme, interpreted in light of sufficient connection test, confers jurisdiction on tribunal — Civil Code of Québec, preliminary provision, arts. 3134, 3136, 3148 — Securities Act, CQLR, c. V-1.1 — Act respecting the Autorité des marchés financiers, CQLR, c. A-33.2, s. 93.

Four British Columbia residents (the "defendants") are alleged by the administrative agency that regulates Quebec's financial sector, the Autorité des marchés financiers ("AMF"), to have engaged in a transnational pump-and-dump scheme with links to Quebec that injured investors. The AMF brought an originating pleading before Quebec's Financial Markets Administrative Tribunal ("FMAT") alleging that the defendants contravened the Quebec Securities Act. It asked the FMAT to make orders prohibiting the defendants from engaging in securities transactions and from acting as directors or officers of any issuer, dealer, adviser, or investment fund manager, and to impose administrative penalties on the defendants. The defendants brought motions for a declinatory exception challenging the FMAT's jurisdiction. The FMAT dismissed the motions. The Superior Court of Quebec dismissed applications for judicial review, and the Court of Appeal of Quebec affirmed the FMAT's jurisdiction.

Held (Côté J. dissenting): The appeal should be dismissed.

Per Wagner C.J. and Karakatsanis, Rowe, Martin, Kasirer, Jamal and O'Bonsawin JJ.: The FMAT has jurisdiction over the defendants under the Quebec securities scheme, which constitutionally applies to the defendants because there is a sufficient connection between Quebec and the defendants.

Under Quebec civil law, all interpretive exercises of laws governing persons, relations between persons, and property must begin with the C.C.Q., although special legislation can derogate from the C.C.Q. The preliminary provision of the C.C.Q. provides that the C.C.Q. is the jus commune and the foundation of all other laws in Quebec. The C.C.Q. does not simply lay down rules of private law on a narrow compass. It also lays down rules that govern legal persons and property, and applies to relations between the state and private persons where no other legislation applies.

The application of the interpretive methodology regarding the relationship between the C.C.Q. and special statutes in the instant case leads to the conclusion that the C.C.Q. does not grant the FMAT jurisdiction over the out-of-province defendants. Under arts. 3134, 3148, and 3136 C.C.Q., the defendants' domicile outside Quebec, the nature of the alleged contraventions, and the absence of impossibility of proceedings abroad all preclude jurisdiction based on the C.C.Q.

The FMAT has jurisdiction under two special statutes: the Quebec Securities Act and the Act respecting the Autorité des marchés financiers. Neither statute expressly provides for the FMAT to assert jurisdiction over out-of-province parties, or otherwise limits the territorial reach of the Quebec securities scheme. Interpreted in light of the Unifund test, the Quebec securities scheme provides for jurisdiction over out-of-province parties with a "sufficient connection" or "real and substantial connection" with Quebec. On the facts alleged by the AMF, there is a sufficient connection between Quebec and the out-of-province defendants.

Per Côté J. (dissenting): The appeals should be allowed. At this stage of the proceedings, this case raises no issue regarding the constitutional applicability of the Securities Act but rather concerns the FMAT's adjudicative jurisdiction. Consequently, the issue must be resolved by applying the rules on the international jurisdiction of Quebec authorities set out in Title Three of Book Ten of the C.C.Q.

The majority's approach conflates the concepts of adjudicative jurisdiction of a court or tribunal and constitutional applicability of legislation, as it deals interchangeably with the constitutional applicability of the SA under the Unifund framework and the FMAT's jurisdiction under the rules of private international law.

The adjudicative jurisdiction of a court or tribunal has two components: jurisdiction ratione materiae (subject-matter jurisdiction) and jurisdiction ratione personae (territorial jurisdiction). The subject-matter jurisdiction of the FMAT is not in issue, but its territorial jurisdiction is disputed.

The rules of private international law set out in the C.C.Q. apply to all proceedings that may be heard by Quebec authorities pursuant to the jurisdiction conferred on the province by the Constitution Act, 1867. These rules govern the international jurisdiction of Quebec authorities, including administrative tribunals exercising their adjudicative function in matters of public law.

Where the C.C.Q. does not establish the territorial jurisdiction of a court or tribunal and the legislature has not otherwise conferred territorial jurisdiction on it through special legislation, that must be the end of the analysis. Unifund cannot serve as a safety net to expand the FMAT's adjudicative jurisdiction beyond what the C.C.Q. and the special statutes confer.

Cases Cited

By Wagner C.J. and Jamal J.

Overruled: Donaldson v. Autorité des marchés financiers, 2020 QCCA 401; applied: Unifund Assurance Co. v. Insurance Corp. of British Columbia, 2003 SCC 40, [2003] 2 S.C.R. 63; Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65, [2019] 4 S.C.R. 653; considered: Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572; referred to: Spar Aerospace Ltd. v. American Mobile Satellite Corp., 2002 SCC 78, [2002] 4 S.C.R. 205; Air Canada v. McDonnell Douglas Corp., [1989] 1 S.C.R. 1554; McCabe v. British Columbia (Securities Commission), 2016 BCCA 7, 394 D.L.R. (4th) 197; Canada Post Corp. v. Canadian Union of Postal Workers, 2019 SCC 67, [2019] 4 S.C.R. 900; Society of Composers, Authors and Music Publishers of Canada v. Entertainment Software Association, 2022 SCC 30; Fédération des producteurs acéricoles du Québec v. Regroupement pour la commercialisation des produits de l'érable inc., 2006 SCC 50, [2006] 2 S.C.R. 591; Gilles E. Néron Communication Marketing Inc. v. Chambre des notaires du Québec, 2004 SCC 53, [2004] 3 S.C.R. 95; Finney v. Barreau du Québec, 2004 SCC 36, [2004] 2 S.C.R. 17; Prud'homme v. Prud'homme, 2002 SCC 85, [2002] 4 S.C.R. 663; Doré v. Verdun (City), [1997] 2 S.C.R. 862; Montréal (City) v. Octane Stratégie inc., 2019 SCC 57, [2019] 4 S.C.R. 138; Peoples Department Stores Inc. (Trustee of) v. Wise, 2004 SCC 68, [2004] 3 S.C.R. 461; Lefebvre (Trustee of), 2004 SCC 63, [2004] 3 S.C.R. 326; Quebec (Commission des normes du travail) v. Asphalte Desjardins inc., 2014 SCC 51, [2014] 2 S.C.R. 514; Béliveau St-Jacques v. Fédération des employées et employés de services publics inc., [1996] 2 S.C.R. 345; Quebec (Public Curator) v. Syndicat national des employés de l'hôpital St-Ferdinand, [1996] 3 S.C.R. 211; Compagnie d'immeubles Yale ltée v. Kirkland (Ville de), [1996] R.J.Q. 502; Dionne v. Commission scolaire des Patriotes, 2014 SCC 33, [2014] 1 S.C.R. 765; Lalonde v. Sun Life Assurance Co. of Canada, [1992] 3 S.C.R. 261; City of Ottawa v. Town of Eastview, [1941] S.C.R. 448; Gignac v. Gauvin, 2009 QCCS 524, 73 C.C.P.B. 47; Dell Computer Corp. v. Union des consommateurs, 2007 SCC 34, [2007] 2 S.C.R. 801; Barer v. Knight Brothers LLC, 2019 SCC 13, [2019] 1 S.C.R. 573; Ormuco inc. v. Ernst & Young, 2022 QCCA 405; Mines d'or Visible inc. v. Zara Resources Inc., 2013 QCBDR 95; Financière Manuvie v. Proteau, 2013 QCBDR 137; Newfoundland and Labrador (Attorney General) v. Uashaunnuat (Innu of Uashat and of Mani-Utenam), 2020 SCC 4, [2020] 1 S.C.R. 15; St. Lawrence Cement Inc. v. Barrette, 2008 SCC 64, [2008] 3 S.C.R. 392; Kosoian v. Société de transport de Montréal, 2019 SCC 59, [2019] 4 S.C.R. 335; Autorité des marchés financiers v. Dominion Investments (Nassau) Ltd. (Dominion Investments Ltd.), 2008 QCBDRVM 4; GreCon Dimter inc. v. J.R. Normand inc., 2005 SCC 46, [2005] 2 S.C.R. 401; Lamborghini (Canada) inc. v. Automobili Lamborghini S.P.A., [1997] R.J.Q. 58; Anvil Mining Ltd. v. Association canadienne contre l'impunité, 2012 QCCA 117; Otsuka Pharmaceutical Company Limited v. Pohoresky, 2022 QCCA 1230; Droit de la famille — 1830, 2018 QCCA 24; Droit de la famille — 143017, 2014 QCCA 2188; Ontario College of Pharmacists v. 1724665 Ontario Inc., 2013 ONCA 381, 363 D.L.R. (4th) 724; Berger v. Saskatchewan (Financial and Consumer Affairs Authority), 2019 SKCA 89; Torudag v. British Columbia (Securities Commission), 2011 BCCA 458, 343 D.L.R. (4th) 743; Society of Composers, Authors and Music Publishers of Canada v. Canadian Assn. of Internet Providers, 2004 SCC 45, [2004] 2 S.C.R. 427; British Columbia v. Imperial Tobacco Canada Ltd., 2005 SCC 49, [2005] 2 S.C.R. 473; R. v. Hape, 2007 SCC 26, [2007] 2 S.C.R. 292; British Columbia v. Imperial Tobacco Canada Ltd., 2004 BCCA 269, 239 D.L.R. (4th) 412, aff'd 2005 SCC 49, [2005] 2 S.C.R. 473; Morguard Investments Ltd. v. De Savoye, [1990] 3 S.C.R. 1077; Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416; Libman v. The Queen, [1985] 2 S.C.R. 178; Hunt v. T&N plc, [1993] 4 S.C.R. 289; Global Securities Corp. v. British Columbia (Securities Commission), 2000 SCC 21, [2000] 1 S.C.R. 494.

By Côté J. (dissenting)

Unifund Assurance Co. v. Insurance Corp. of British Columbia, 2003 SCC 40, [2003] 2 S.C.R. 63; Newfoundland and Labrador (Attorney General) v. Uashaunnuat (Innu of Uashat and of Mani-Utenam), 2020 SCC 4, [2020] 1 S.C.R. 15; Transax Technologies inc. v. Red Baron Corp. Ltd, 2016 QCCA 1432; Spar Aerospace Ltd. v. American Mobile Satellite Corp., 2002 SCC 78, [2002] 4 S.C.R. 205; Air Canada v. McDonnell Douglas Corp., [1989] 1 S.C.R. 1554; Rosdev Investments Inc. v. Allstate Insurance Co. of Canada, [1994] R.J.Q. 2966; Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572; Lamborghini (Canada) inc. v. Automobili Lamborghini S.P.A., [1997] R.J.Q. 58; Morguard Investments Ltd. v. De Savoye, [1990] 3 S.C.R. 1077; Hunt v. T&N plc, [1993] 4 S.C.R. 289; Tolofson v. Jensen, [1994] 3 S.C.R. 1022; United States of America v. Harden, [1963] S.C.R. 366; Canada Post Corp. v. Lépine, 2009 SCC 16, [2009] 1 S.C.R. 549; Barer v. Knight Brothers LLC, 2019 SCC 13, [2019] 1 S.C.R. 573; Compagnie d'immeubles Yale ltée v. Kirkland (Ville de), [1996] R.J.Q. 502; Perron-Malenfant v. Malenfant (Trustee of), [1999] 3 S.C.R. 375; Lapointe Rosenstein Marchand Melançon LLP v. Cassels Brock & Blackwell LLP, 2016 SCC 30, [2016] 1 S.C.R. 851; Autorité des marchés financiers v. Fournier, 2012 QCCA 1179; Donaldson v. Autorité des marchés financiers, 2020 QCCA 401; Fédération des producteurs acéricoles du Québec v. Regroupement pour la commercialisation des produits de l'érable inc., 2006 SCC 50, [2006] 2 S.C.R. 591; Yared v. Karam, 2019 SCC 62, [2019] 4 S.C.R. 498; Otsuka Pharmaceutical Company Limited v. Pohoresky, 2022 QCCA 1230; GreCon Dimter inc. v. J.R. Normand inc., 2005 SCC 46, [2005] 2 S.C.R. 401.

Statutes and Regulations Cited

Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions, S.Q. 2018, c. 23, Part IV.

Act respecting administrative justice, CQLR, c. J-3, s. 9.

Act respecting French, the official and common language of Québec, S.Q. 2022, c. 14.

Act respecting the Autorité des marchés financiers, CQLR, c. A-33.2, ss. 93 [am. 2018, c. 23, s. 628], 94 [repl. 2018, c. 23, s. 629].

Act respecting the regulation of the financial sector, CQLR, c. E-6.1, ss. 93, 94.

Charter of human rights and freedoms, CQLR, c. C-12.

Charter of the French language, CQLR, c. C-11.

Civil Code of Québec, preliminary provision, arts. 300, Book Five, 1376, Book Ten, 3076, Title Three, 3134 to 3154, 3155(6), 3162, 3164.

Code of Civil Procedure, CQLR, c. C-25.01.

Code of Penal Procedure, CQLR, c. C-25.1, art. 142.

Constitution Act, 1867, ss. 91, 92.

Interpretation Act, CQLR, c. I-16, ss. 12, 13.

Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets, CQLR, c. V-1.1, r. 24.1, s. 3.

Rules of the Supreme Court of Canada, SOR/2002-156, r. 33(2).

Securities Act, CQLR, c. V-1.1, ss. 68, Title VII, 195.2, 199.1, 202, 210, Title VIII, 213.1 et seq., 233.2, 235, 236.1, Title IX, 265, 273.1, 273.3, Title X, Chapter II, 307, 307.1.

Counsel

Sean Griffin and Daniel Baum, for the appellant/intervener Frederick Langford Sharp.

Patrick Ferland and Sébastien C. Caron, for the appellants/interveners Shawn Van Damme, Vincenzo Antonio Carnovale and Pasquale Antonio Rocca.

Stéphanie Jolin and Jean-Nicolas Boutin Wilkins, for the respondent.

Stéphanie Quirion-Cantin and Stéphane Rochette, for the intervener the Attorney General of Quebec.

Katrina Gustafson and Alexandra Matushenko, for the intervener the Ontario Securities Commission.

Joint Reasons for Judgment

(Wagner C.J. and Jamal J., Karakatsanis, Rowe, Martin, Kasirer and O'Bonsawin JJ. concurring)

I. Overview

[ 1 ] At issue in these appeals is whether a provincial administrative tribunal has jurisdiction over out-of-province defendants in a securities enforcement proceeding in Quebec. The appeals also raise the relationship between the Civil Code of Québec ("C.C.Q.") and special statutes under Quebec law.

[ 2 ] The Financial Markets Administrative Tribunal ("FMAT"), a Quebec administrative tribunal, claims jurisdiction over the appellants, four British Columbia residents who are alleged to have contravened the Quebec Securities Act, CQLR, c. V-1.1, by engaging in a transnational "pump-and-dump" securities manipulation scheme with links to Quebec. In a pump-and-dump scheme, promoters boost the price of a stock by releasing false or misleading statements and then profit by selling their holdings in that stock at inflated prices. The scheme is alleged to have injured investors, including investors in Quebec.

[ 3 ] The appellants challenged the FMAT's jurisdiction over them as out-of-province defendants. However, the FMAT ruled that it has jurisdiction over the out-of-province appellants under s. 93 of the Act respecting the Autorité des marchés financiers, CQLR, c. A-33.2,[^1] which grants the FMAT jurisdiction to make determinations under the Securities Act. The FMAT interpreted and applied this jurisdictional provision in light of this Court's decision in Unifund Assurance Co. v. Insurance Corp. of British Columbia, 2003 SCC 40, [2003] 2 S.C.R. 63, which held that a provincial regulatory scheme constitutionally applies to an out-of-province defendant when there is a "real and substantial connection", also described as a "sufficient connection", between the province and the defendant (Unifund, at paras. 55-56). The FMAT highlighted several factors that, in its view, created such a connection between Quebec and the appellants' alleged contraventions.

[ 4 ] The Superior Court of Quebec dismissed applications for judicial review from the FMAT's decision. On appeal, the Court of Appeal of Quebec affirmed the FMAT's jurisdiction, but the court divided on the appropriate legal basis for doing so. Speaking for the majority, Marcotte J.A. ruled that the FMAT correctly found a real and substantial connection between Quebec and the appellants under the test in Unifund. In separate reasons concurring in the result, Mainville J.A. would have grounded the FMAT's jurisdiction under Title Three of Book Ten of the C.C.Q., which establishes rules for the "International Jurisdiction of Québec Authorities", in particular under art. 3148 para. 1(3) C.C.Q. — which gives Quebec jurisdiction over personal actions of a patrimonial nature in which a fault was committed in Quebec, an injurious act or omission occurred in Quebec, or injury was suffered in Quebec — or art. 3136 C.C.Q. — which allows a Quebec authority to hear a dispute even though it has no other basis for jurisdiction if the dispute has a sufficient connection with Quebec and taking proceedings abroad is impossible or cannot reasonably be required.

[ 5 ] For the reasons that follow, we conclude that the FMAT has jurisdiction over the appellants under the Securities Act and the Act respecting the Autorité des marchés financiers.

[ 6 ] The C.C.Q. is the starting point in any interpretive exercise involving the C.C.Q. and special laws. The preliminary provision of the C.C.Q. provides that the C.C.Q. is the jus commune and the foundation of all other laws in Quebec, and that other laws may complement or make exceptions to the C.C.Q.

[ 7 ] In this case, the character of the proceedings and the conclusions sought before the FMAT could suggest, at first blush, a regulatory matter that does not concern the C.C.Q. The dispute involves a public regulator seeking prohibitions and administrative penalties under a legislative scheme designed to protect the public interest in the securities markets. One might indeed expect jurisdiction over this regulatory scheme to stand outside the scope of Quebec's law of general application established by the C.C.Q., which mainly governs "persons, relations between persons, and property" (preliminary provision). But securities law, as enacted by the Quebec Securities Act, is of a hybrid character. On the one hand, the Securities Act has enforcement and administrative law rules in place to protect the public interest that give the legislation a fundamentally regulatory orientation. On the other hand, the Securities Act also has a title bearing on civil actions (Title VIII). While the FMAT's jurisdiction bears principally on the regulatory orientation of the Securities Act, its authority established by the Act respecting the Autorité des marchés financiers extends to the title on civil actions in the Securities Act, except where excluded by law. Given this hybrid character of securities regulation, the better view is that Book Ten of the C.C.Q., as part of Quebec's jus commune, is the appropriate starting point for analyzing the "International Jurisdiction of Québec Authorities" in this field, including the FMAT.

[ 8 ] This calls for a review of the general and special rules in the C.C.Q. to determine whether the FMAT has jurisdiction over the out-of-province defendants in this case. We conclude that the C.C.Q.'s rules on private international law are applicable. However, here they provide no basis for jurisdiction over the out-of-province defendants, whether under art. 3134 C.C.Q., which sets out the residual rule based on domicile in Quebec, art. 3148 C.C.Q., which specifies the cases in which Quebec authorities have jurisdiction over personal actions of a patrimonial nature, or art. 3136 C.C.Q., which allows a Quebec authority to hear a dispute despite having no jurisdiction provided the dispute has a sufficient connection with Quebec and taking proceedings abroad is impossible or cannot reasonably be required.

[ 9 ] Even so, we conclude that the FMAT has jurisdiction over the appellants under Quebec securities legislation. The Act respecting the Autorité des marchés financiers provides the FMAT with jurisdiction to make determinations under the Securities Act, including when there is a "real and substantial connection" between Quebec and out-of-province defendants. In our view, the allegations that the appellants used Quebec as the "face" of their securities manipulation and injured Quebec investors establish such a connection to give the FMAT jurisdiction over the appellants.

[ 10 ] Put another way, the Quebec securities legislation constitutionally applies to the appellants. The Quebec legislature has exercised its prescriptive legislative jurisdiction — its power to enact binding rules applicable to out-of-province parties with a real and substantial connection to Quebec. Those rules are engaged in the circumstances of this case. As a result, the FMAT also has adjudicatory jurisdiction, or the authority to hear this matter involving the appellants.

[ 11 ] We would thus affirm the FMAT's jurisdiction and dismiss the appeals.

II. Facts

[ 12 ] The respondent Autorité des marchés financiers ("AMF") is an administrative agency that regulates Quebec's financial sector. It brought an originating pleading before the FMAT alleging that the appellants, who are four British Columbia residents, contravened the Quebec Securities Act by participating in a transnational pump-and-dump scheme with links to Quebec that injured investors.

[ 13 ] The AMF alleged that the appellants committed contraventions of Quebec's Securities Act by improperly or fraudulently influencing the market price or the value of securities (s. 195.2), and by knowingly participating in securities transactions that created an artificial security price (s. 199.1). The AMF asked the FMAT to order the appellants to cease engaging in securities transactions (s. 265) and to prohibit them from acting as directors or officers of an issuer, dealer, adviser, or investment fund manager for five years (s. 273.3). The AMF also asked the FMAT to impose administrative penalties on the appellants (s. 273.1).

[ 14 ] The FMAT's function includes making determinations regarding matters relating to the Act respecting the Autorité des marchés financiers as well as under a range of Quebec legislation, including the Securities Act. The FMAT [translation] "is an independent administrative tribunal specializing in securities that performs decision-making functions" (S. Rousseau, "L'application de la législation sur les valeurs mobilières au Québec: une étude du rôle du Tribunal administratif des marchés financiers" (2017), 76 R. du B. 1, at p. 14). The FMAT exercises its discretion "in the public interest" (Act respecting the Autorité des marchés financiers, s. 93).

[ 15 ] The appellants filed motions for a declinatory exception challenging the FMAT's jurisdiction over them as out-of-province defendants. On such a motion, the decision maker does not consider the merits of the case, but assumes the facts alleged to be true and asks whether these facts would bring the matter within its jurisdictional competence. The decision maker also refrains from evaluating the parties' evidence, unless the facts alleged are specifically contested (Spar Aerospace Ltd. v. American Mobile Satellite Corp., 2002 SCC 78, [2002] 4 S.C.R. 205, at paras. 31-32; Air Canada v. McDonnell Douglas Corp., [1989] 1 S.C.R. 1554, at p. 1558). In this case, the facts alleged are uncontested, and thus are assumed to be true for the purposes of the jurisdictional challenges.

[ 16 ] None of the appellants specifically alleges that they were improperly served. The FMAT held a special hearing, which the appellants did not attend, at which it authorized the AMF to serve the appellants Frederick Langford Sharp, Vincenzo Antonio Carnovale, and Pasquale Antonio Rocca with the AMF's originating pleading and notice of hearing by publication of a press release on the AMF's website.

[ 17 ] The AMF alleged that the appellants' securities manipulation scheme had several links to Quebec. The appellants' alleged activities revolved around the promotion of a shell company named Solo International, Inc., which was incorporated in Nevada in the United States in April 2010 to offer interior design services, and whose shares traded in the over-the-counter ("OTC") market in New York. In October 2011, Michel Plante, a Quebec resident, acquired three million shares in Solo and became its majority shareholder, taking control of both Solo and its Quebec subsidiary. Because Solo was traded on the OTC market and was directed or administered in or from Quebec after July 31, 2012, Solo was a reporting issuer and subject to continuous disclosure and other obligations under the Quebec Securities Act (s. 68; Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets, CQLR, c. V-1.1, r. 24.1, s. 3). It is also alleged to have had a place of business in Montréal.

[ 18 ] Although Plante had no experience in the mining industry, in late 2011 Solo bought mining claims in Quebec through its subsidiary, with financing from offshore entities linked to the appellants. Most of Solo's original shares were transferred to offshore entities linked to the appellants.

[ 19 ] The AMF alleged that Solo engaged in two pump-and-dump operations. In the first "pump" operation, which occurred in January and February 2012, Solo published six press releases, some of which were issued in Montréal, advertising Solo's mining exploration activities in Quebec. The appellant Shawn Van Damme helped write these press releases and partly financed the publicity campaign through one of his offshore entities. These promotional efforts led Solo's stock price to increase, even though Solo had not advanced its mining activities. The appellants, acting through their offshore entities, then sold, or "dumped", over 2.7 million Solo shares for a profit of about $400,000.

[ 20 ] In the second "pump" operation, which occurred on November 14, 2012, eight promoters marketed Solo's shares, even though Solo remained essentially inoperative. The appellants Van Damme, Carnovale, and Rocca financed this promotional effort through their offshore entities. The appellants, again acting through their offshore entities, then sold, or "dumped", over 43 million Solo shares for a profit of more than $2.2 million.

[ 21 ] According to the AMF, the appellants' pump-and-dump scheme proceeded in five steps. The appellants acted in concert to (1) acquire the shares of Solo, (2) give Solo a legitimate "face", (3) promote Solo's business, (4) sell their shares for a profit, and (5) distribute this profit among themselves. The AMF alleged that each appellant was involved in one or more of these steps and that the scheme had several ties to Quebec sufficient to apply Quebec's securities regulatory scheme to them: Solo was a reporting issuer in Quebec with a Montréal business address; Plante, who directed Solo, was a Quebec resident when the scheme was implemented; Solo's promotional activities were accessible to Quebec residents; and, ultimately, 15 Quebec investors lost a total of $5,000.

III. Decisions Below

A. Financial Markets Administrative Tribunal, 2017 QCTMF 114 (Jean-Pierre Cristel)

[ 22 ] The FMAT ruled that it had jurisdiction over the appellants under s. 93 of the Act respecting the Autorité des marchés financiers, which grants the FMAT jurisdiction to make determinations under the Quebec Securities Act. The FMAT cited and applied the British Columbia Court of Appeal's decision in McCabe v. British Columbia (Securities Commission), 2016 BCCA 7, 394 D.L.R. (4th) 197, at paras. 34-37 and 47, on the "sufficient connection" required to apply provincial securities legislation in an enforcement proceeding with transnational elements, which in turn had cited and applied this Court's decision in Unifund. There was a real and substantial connection between the appellants' alleged securities contraventions and Quebec because the appellants participated and profited from a pump-and-dump scheme with several links to Quebec: (1) Solo was a reporting issuer in Quebec with a business office in Montréal, (2) Solo's president, Plante, was a Quebec resident, and (3) Solo's misleading press releases and online promotions were provided to Quebec investors, some of whom were defrauded. The FMAT said that even though the appellants were out-of-province residents and allegedly participated in the scheme through offshore entities, it could not ignore the contemporary reality of global and interconnected markets. This reality enhances the opportunities for market manipulation linked to more than one jurisdiction, and challenges regulators in detecting and investigating securities offences.

[ 23 ] The FMAT also dismissed the appellants' argument that Quebec is forum non conveniens under art. 3135 C.C.Q. It found insufficient evidence to conclude that another forum would be better placed to decide the matter and determined that it would not be in the public interest to decline jurisdiction. The FMAT thus dismissed the appellants' motions for a declinatory exception.

B. Superior Court of Quebec, 2019 QCCS 94 (Collier J.)

[ 24 ] The Superior Court of Quebec dismissed the appellants' applications for judicial review and held that the FMAT properly assumed jurisdiction. The court ruled that since the FMAT's decision was both reasonable and correct, it did not need to determine the applicable standard of review (para. 30).

[ 25 ] The court stated (at para. 36) that the FMAT correctly recognized the limits of its extraterritorial reach by applying the "real and substantial connection" test, which the court noted was addressed in Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572. The court also ruled that the FMAT correctly applied the Unifund test for the constitutional applicability of provincial legislation (paras. 39-43). The FMAT recognized the limits of its territorial reach and was correct in finding a real and substantial connection between Quebec and the facts alleged against the appellants.

[ 26 ] The court also stated that the private international law rules in the C.C.Q. reinforced its conclusion (para. 44). The publication of misleading press releases could constitute a fault in Quebec that injured Quebec investors. Under art. 3148 para. 1(3) C.C.Q., the fault or injury would provide Quebec authorities with jurisdiction in matters of a personal and patrimonial nature. While the court was of the view that the matter lay within the "public regulatory sphere" (para. 44), the alleged fault and injury in Quebec, including harm to the Quebec securities market by undermining investor confidence, supported the real and substantial connection between Quebec and the appellants.

C. Court of Appeal of Quebec (Marcotte, Mainville and Moore JJ.A.), 2021 QCCA 1364, 90 Admin. L.R. (6th) 25

[ 27 ] Writing for the majority of the Court of Appeal of Quebec, Marcotte J.A. dismissed the appeal and affirmed the FMAT's jurisdiction over the appellants. The majority identified the standard of review as correctness (paras. 45-47). The question of whether the FMAT has jurisdiction over the appellants raises a constitutional issue. The test in Unifund addresses the constitutional applicability of the Quebec securities scheme to non-residents who allegedly engaged in a securities manipulation scheme with connections to Quebec. The majority added that insofar as the appellants assert for the first time on appeal that the FMAT failed to consider the private international law rules of the C.C.Q., the applicability of those rules raises an issue of central importance to the legal system, and is therefore also reviewable for correctness (para. 48).

[ 28 ] The majority noted that although none of the applicable provisions of the Quebec securities scheme expressly places limits upon territorial reach, all are presumed to apply within the province (para. 56). In the majority's view, there is no extraterritorial jurisdiction of the FMAT at issue (para. 57). The only issue is whether the FMAT has territorial jurisdiction over the out-of-province appellants for alleged conduct sufficiently connected to Quebec (paras. 87-88).

[ 29 ] The majority rejected the appellants' argument that the private international law rules in Book Ten of the C.C.Q. exhaustively determine whether a Quebec authority such as the FMAT has jurisdiction over out-of-province parties (paras. 65-92). The majority ruled that although the C.C.Q. acts as suppletive law for many matters, including certain aspects of public law, the private international law rules in Book Ten of the C.C.Q. do not apply when no private rights are at issue (para. 70). Book Ten of the C.C.Q. does not determine jurisdiction in matters of public or criminal law where the primary basis of jurisdiction is neither personal nor real but territorial, such as in this case (para. 71). The majority saw no conflict of jurisdiction or any conflict of laws that would require the application of private international law rules to this case (paras. 63 and 78). Instead, the FMAT simply seeks to exercise its jurisdiction to make determinations under the Securities Act, pursuant to the Act respecting the Autorité des marchés financiers (para. 78).

[ 30 ] The majority ruled (at paras. 94-117) that the FMAT correctly concluded there is a real and substantial connection between Quebec and the appellants under the sufficient connection test in Unifund. The appellants used Quebec as the "face" of their pump-and-dump scheme, a large part of which occurred in Quebec through misleading press releases allowing them to manipulate the stock price of a Quebec-based corporation holding mining claims in the province (paras. 113-14). Given these allegations and in view of the modern reality of global and interconnected securities markets, the greater opportunities for market manipulation in such a context, and the public interest, the FMAT properly assumed jurisdiction (paras. 115-16).

[ 31 ] In a concurring opinion, Mainville J.A. would have grounded the FMAT's jurisdiction in the rules on the international jurisdiction of Quebec authorities in the C.C.Q. (paras. 119-75). In his view, the FMAT's jurisdiction must first be examined under Book Ten of the C.C.Q. because the C.C.Q. establishes the general rules of private international law that govern the international jurisdiction of all Quebec adjudicative bodies, including administrative tribunals exercising adjudicative functions (paras. 127-28). He concluded that the FMAT has jurisdiction under art. 3148 para. 1(3) C.C.Q., given that the alleged illegal activities occurred and the resulting injury was suffered at least partly in Quebec (paras. 145-59). As a secondary basis for jurisdiction, he also invoked art. 3136 C.C.Q. (forum of necessity), because the international nature of the alleged pump-and-dump scheme and the limited reach of provincial regulators makes it unreasonable to require the AMF to take proceedings elsewhere (paras. 164-75).

[ 32 ] Moore J.A. dissented in part (paras. 176-234). He agreed with Mainville J.A. that Book Ten of the C.C.Q. provides the appropriate framework for determining the FMAT's jurisdiction and that neither Unifund nor the Van Breda test should apply (paras. 176-79). He accepted that s. 93 of the Act respecting the Autorité des marchés financiers grants the FMAT subject-matter jurisdiction but held that, unlike the majority, subject-matter jurisdiction is not at issue. Rather, it is the FMAT's territorial (in personam) jurisdiction that is in issue (paras. 186-90). He concluded that the FMAT does not have jurisdiction over the appellants under any of arts. 3134, 3148, or 3136 C.C.Q. (paras. 193-231).

IV. Issues

[ 33 ] This appeal raises the following issues:

1. What is the applicable standard of review?

2. Does Book Ten of the C.C.Q. govern the FMAT's jurisdiction?

3. If so, does Book Ten of the C.C.Q. provide a basis for the FMAT to assert jurisdiction over the out-of-province appellants?

4. Does the Quebec securities scheme provide an independent jurisdictional basis for the FMAT to assert jurisdiction over the out-of-province appellants?

5. If so, is the FMAT's exercise of jurisdiction consistent with constitutional limits?

V. Analysis

A. Standard of Review

[ 34 ] The FMAT's assertion of jurisdiction over the out-of-province appellants raises questions of law of central importance to the legal system — namely, what legal framework governs the FMAT's jurisdiction and the constitutional limitations on a provincial administrative tribunal's exercise of jurisdiction over out-of-province defendants. These questions must be reviewed for correctness: Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65, [2019] 4 S.C.R. 653, at para. 17.

[ 35 ] We agree with the Court of Appeal that correctness is the applicable standard of review.

B. The Relationship Between the C.C.Q. and Special Statutes

[ 36 ] Understanding the relationship between the C.C.Q. and special statutes is necessary to determine whether the C.C.Q.'s private international law rules govern the FMAT's jurisdiction in this case. This relationship has been the subject of considerable academic commentary. We briefly describe it here.

[ 37 ] The preliminary provision of the C.C.Q. provides:

The Civil Code of Québec, in harmony with the Charter of human rights and freedoms and the general principles of law, governs persons, relations between persons, and property.

The Civil Code comprises a body of rules which, in all matters within the letter, spirit or object of its provisions, lays down the jus commune, expressly or by implication. In these matters, the Code is the foundation of all other laws, although other laws may complement the Code or make exceptions to it.

[ 38 ] Quebec's preliminary provision makes clear that the C.C.Q. is the jus commune, which is the common law or the common foundational law of Quebec. The C.C.Q. applies to govern a broad range of matters, and it is the "foundation of all other laws" in Quebec. This means that the C.C.Q. lays down principles of general application that govern Quebec law comprehensively.

[ 39 ] Several Quebec authors have commented on the meaning of the C.C.Q. as the jus commune. As Professors Côté and Devinat note, the jus commune "is intended to complement special laws, both by establishing a framework for interpreting such laws and by supplementing them wherever they are silent" (Interprétation des lois (5th ed. 2021), at p. 386 (translation by the Court)).

[ 40 ] The preliminary provision also states that "other laws may complement the Code or make exceptions to it". This language suggests that special laws in Quebec may be related to the C.C.Q. in one of two ways: they may complement the C.C.Q. or they may make exceptions to the C.C.Q.

[ 41 ] When a special law complements the C.C.Q., it builds upon the framework and rules established by the C.C.Q. When a special law makes exceptions to the C.C.Q., it derogates from the C.C.Q. in respect of certain matters. The relationship between a special law and the C.C.Q. must be established for each matter at issue.

[ 42 ] Under Quebec law, the interpretive principle of specialia generalibus derogant — the principle that special laws derogate from general laws — reflects the interplay between the C.C.Q. and special laws. As one author notes, this principle "does not prevent general law from continuing to apply to matters not covered by the special statute" (Mayrand, at "specialia generalibus derogant" (translation by the Court)).

[ 43 ] To determine whether a special law derogates from the C.C.Q., the court must look to whether the legislature has expressed or implied an intent that the special law operate as a departure from the C.C.Q. If a court finds that the special law derogates from the C.C.Q. in a specific matter, the special law governs in relation to that matter.

[ 44 ] More specifically, to determine how the C.C.Q. interacts with special statutes on any given matter, a court must ask two questions. First, does the C.C.Q. provide a rule that governs the matter at issue? Second, if the C.C.Q. provides such a rule, does the special statute complement or make an exception to the C.C.Q.?

[ 45 ] As this Court noted in Spar Aerospace (at para. 19), when interpreting the relationship between the C.C.Q. and special statutes, the court looks at the same "underlying purposes" of the provisions. Both pieces of legislation must be interpreted harmoniously — each is intended to operate within a well-defined sphere. This interpretive exercise requires a careful reading of both texts, sensitivity to the relationship between the C.C.Q. and special statutes, and attention to the specific matters at issue.

[ 46 ] We now apply these principles to the interpretation of the C.C.Q.'s rules on private international law and their relationship with the special provisions on jurisdiction in Quebec's securities scheme.

C. Does Book Ten of the C.C.Q. Govern the FMAT's Jurisdiction?

[ 47 ] We must first address a threshold question: do the private international law rules in Book Ten of the C.C.Q. govern the FMAT's assertion of jurisdiction over the out-of-province appellants?

[ 48 ] We hold that they do. For the reasons that follow, we conclude that Book Ten of the C.C.Q. is the appropriate starting point for analyzing the FMAT's international jurisdiction, even in a matter of securities regulation.

[ 49 ] The parties are in agreement that the C.C.Q.'s preliminary provision provides that the C.C.Q. lays down the jus commune and is the foundation of all laws in Quebec. We agree, and add that this means the preliminary provision speaks to the foundational role of the C.C.Q. across all legal matters in Quebec.

[ 50 ] The preliminary provision establishes that the C.C.Q. governs "persons, relations between persons, and property". Title Three of Book Ten of the C.C.Q. is entitled "International Jurisdiction of Québec Authorities". As the Court of Appeal's majority noted, although the C.C.Q. mainly governs "persons, relations between persons, and property", its preliminary provision establishes its role as the foundation for all of Quebec law.

[ 51 ] The preliminary provision of the C.C.Q. states that other laws "may complement the C.C.Q. or make exceptions to it". It is sometimes difficult to distinguish between special laws that complement the C.C.Q. and those that derogate from or make exceptions to it.

[ 52 ] As Professors Pierre-André Côté and Mathieu Devinat have noted, this Court has recognized many examples in which the C.C.Q. complements the legal regimes established by special statutes, such as by providing rules on prescription (Doré, at paras. 18 and 20); civil liability based on a breach of the Quebec Charter of human rights and freedoms, CQLR, c. C-12 (Béliveau St-Jacques v. Fédération des employées et employés de services publics inc., [1996] 2 S.C.R. 345, at pp. 403-6); and evidence (Quebec (Public Curator) v. Syndicat national des employés de l'hôpital St-Ferdinand, [1996] 3 S.C.R. 211, at pp. 228-29) (see P.-A. Côté and M. Devinat, Interprétation des lois (5th ed. 2021), at p. 388, fn. 256). In such cases, the C.C.Q. [translation] "is not only a conceptual reservoir for special statutes, but also their normative complement" (Côté and Devinat, at p. 388).

[ 53 ] What distinguishes the cases in which the C.C.Q. serves as a normative complement to a special statute from those in which a special statute derogates from or makes exceptions to the C.C.Q.? The distinction turns on whether the C.C.Q. and the special statute speak to the same matters. When the C.C.Q. addresses a particular matter and the special statute also addresses that matter differently, the special statute may be said to either complement the C.C.Q. or make an exception to it. The relevant inquiry is whether the special statute either builds upon the C.C.Q.'s framework for that matter (complement) or establishes a different rule for that matter that is incompatible with the C.C.Q.'s rule (exception).

[ 54 ] In this case, the matter at issue is the jurisdiction of a Quebec administrative tribunal over out-of-province defendants. The C.C.Q. has a developed set of rules on the international jurisdiction of Quebec authorities (Arts. 3134 to 3154 C.C.Q.). The question is whether the Quebec securities scheme either complements or makes an exception to the C.C.Q.'s private international law rules, or whether it operates on an entirely different plane from the C.C.Q.

[ 55 ] We conclude that the private international law rules in the C.C.Q. are the general framework that governs the FMAT's jurisdiction over the out-of-province appellants. The C.C.Q. contains the jus commune of Quebec law, including rules on private international law. These rules represent the foundation upon which special statutes may build or from which they may derogate.

[ 56 ] Although securities law is regulatory in nature, the FMAT's exercise of adjudicative jurisdiction in an enforcement proceeding against out-of-province defendants requires an assessment of the international jurisdiction of that tribunal as a Quebec authority. This is the very matter addressed in Title Three of Book Ten of the C.C.Q. The C.C.Q.'s rules on the international jurisdiction of Quebec authorities provide a general framework for assessing whether a Quebec authority — whether a court or a specialized tribunal such as the FMAT — can claim jurisdiction over parties domiciled outside Quebec.

[ 57 ] The Court of Appeal majority would have excluded the C.C.Q.'s private international law rules on the ground that the FMAT's proceedings bear a fundamentally public law character. We do not accept that characterization. The FMAT seeks to exercise jurisdiction in an enforcement proceeding against out-of-province defendants. Whether the FMAT can exercise that jurisdiction requires an assessment of the FMAT's territorial reach, which is an issue of private international law.

[ 58 ] It may well be that, as a matter of subject-matter jurisdiction, the C.C.Q.'s private international law rules are not directly engaged in every proceeding before the FMAT. There may be cases in which the FMAT's jurisdiction is rooted entirely in special legislation that derogates from the C.C.Q. But when the FMAT seeks to exercise jurisdiction over out-of-province defendants, and when the special statute is silent on the FMAT's territorial reach, the starting point for the jurisdictional inquiry is the C.C.Q.'s private international law rules.

D. Does the C.C.Q. Provide a Basis for Jurisdiction Over the Out-of-Province Appellants?

[ 59 ] The appellants are domiciled outside Quebec. There is therefore no basis for jurisdiction under art. 3134 C.C.Q., which provides for the residual rule that Quebec authorities have jurisdiction when the defendant is domiciled in Quebec.

[ 60 ] Articles 3148 and 3136 C.C.Q. are the two remaining bases for jurisdiction under the C.C.Q. We address each in turn.

[ 61 ] Article 3148 C.C.Q. grants Quebec authorities jurisdiction in personal actions of a patrimonial nature in the following circumstances, among others:

3148. In personal actions of a patrimonial nature, Québec authorities have jurisdiction in the following cases: ... (3) a fault was committed in Québec, injury was suffered in Québec, an injurious act or omission occurred in Québec or one of the obligations arising from a contract was to be performed in Québec.

[ 62 ] The question is whether the AMF's proceedings against the appellants constitute a "personal action of a patrimonial nature" under art. 3148 C.C.Q.

[ 63 ] This Court has recognized that art. 3148 C.C.Q. is not limited to purely private law disputes. The C.C.Q.'s rules on the international jurisdiction of Quebec authorities can apply even in matters with an administrative or public dimension, depending on the nature of the proceeding.

[ 64 ] The securities enforcement proceeding before the FMAT involves mixed public and private law dimensions. Although the FMAT's enforcement powers are regulatory in nature (prohibiting securities transactions, imposing administrative penalties), the Securities Act's scheme also includes civil actions (Title VIII of the Securities Act). The FMAT exercises its functions under the Act respecting the Autorité des marchés financiers, which grants the FMAT jurisdiction over matters arising under the Securities Act, including certain civil actions.

[ 65 ] Given the hybrid character of securities law, the AMF's enforcement proceeding against the appellants has elements of a "personal action of a patrimonial nature". The alleged pump-and-dump scheme caused financial harm to investors, and the FMAT can impose administrative penalties with financial consequences. The scheme also involved contraventions of provisions of the Securities Act that protect both the public interest and investors.

[ 66 ] Even so, we must consider whether the specific circumstances of this case fall within the circumstances specified in art. 3148 para. 1(3) C.C.Q. — that is, whether a fault was committed in Quebec, injury was suffered in Quebec, an injurious act or omission occurred in Quebec, or one of the obligations arising from a contract was to be performed in Quebec.

[ 67 ] The AMF alleged that Solo's misleading press releases and online promotions were issued and made accessible in Quebec, and that 15 Quebec investors suffered financial loss. These allegations suggest that a fault may have been committed and that injury may have been suffered in Quebec. Mainville J.A. concluded that art. 3148 para. 1(3) C.C.Q. provided a basis for the FMAT's jurisdiction on this ground.

[ 68 ] We do not find it necessary to conclusively resolve whether the proceedings before the FMAT constitute a "personal action of a patrimonial nature" or whether art. 3148 para. 1(3) C.C.Q. independently grounds jurisdiction in this case. That is because we conclude that the FMAT has jurisdiction based on the Quebec securities scheme, which, as discussed below, provides an independent basis for jurisdiction over out-of-province defendants with a real and substantial connection to Quebec.

[ 69 ] We also agree with the courts below that art. 3136 C.C.Q. does not ground jurisdiction. Article 3136 C.C.Q. — which provides that a Quebec authority may hear a dispute even though it has no jurisdiction if the dispute has a sufficient connection with Quebec and proceedings abroad prove impossible or cannot reasonably be required — is intended as a measure of last resort. In this case, the relevant securities regulators in other provinces, including British Columbia where the appellants are domiciled, may also have jurisdiction over the alleged contraventions. It cannot be said that proceedings abroad are impossible or cannot reasonably be required. Art. 3136 C.C.Q. accordingly does not apply.

E. The Quebec Securities Scheme as an Independent Basis for Jurisdiction

[ 70 ] Having concluded that the C.C.Q. does not independently ground the FMAT's jurisdiction over the out-of-province appellants, we must consider whether the Quebec securities scheme provides an independent basis for such jurisdiction.

[ 71 ] We conclude that it does. Under the Quebec securities scheme, interpreted in light of the Unifund test, the FMAT has jurisdiction over the out-of-province appellants if there is a "real and substantial connection" or "sufficient connection" between Quebec and the appellants' alleged contraventions.

[ 72 ] We begin by situating the Quebec securities scheme in the framework of the C.C.Q.'s jus commune.

[ 73 ] The preliminary provision of the C.C.Q. states that other laws "may complement the C.C.Q. or make exceptions to it". This interpretive framework requires courts to consider whether a special statute complements the C.C.Q.'s rules on a given matter or makes an exception to those rules.

[ 74 ] Neither the Securities Act nor the Act respecting the Autorité des marchés financiers expressly provides for the FMAT to assert jurisdiction over out-of-province parties, or expressly derogates from the private international law rules in the C.C.Q. The securities scheme does not contain anything that would be directly analogous to art. 3148 C.C.Q. or otherwise show a clear legislative intent to create specific jurisdictional rules that would operate instead of the C.C.Q.'s rules.

[ 75 ] Given that the Quebec securities scheme does not expressly derogate from the C.C.Q.'s jurisdictional rules, we look to the broader purposive context of the Quebec securities scheme to determine whether it implicitly supplements or makes exceptions to the C.C.Q.'s private international law rules.

[ 76 ] We conclude that the Quebec securities scheme, interpreted in context and in light of its purpose, provides for jurisdiction over out-of-province defendants with a sufficient connection to Quebec. The purpose of Quebec's securities regulation is to protect the public interest and investors in the Quebec securities market. This purpose would be significantly undermined if the FMAT's jurisdiction were restricted to defendants domiciled in Quebec. The securities market operates across provincial and national borders. Securities fraud and manipulation frequently involve actors from multiple jurisdictions. A regulatory scheme designed to protect Quebec's securities market and investors from fraudulent practices must be capable of reaching those who target or affect that market, regardless of where they are domiciled.

[ 77 ] Moreover, interpreting the Quebec securities scheme in light of the Unifund test is consistent with the "in harmony" principle of interpretation. The preliminary provision of the C.C.Q. states that the C.C.Q. "in harmony with the Charter of human rights and freedoms and the general principles of law, governs persons, relations between persons, and property". This principle of harmonious interpretation requires the court to interpret the C.C.Q. and special statutes in a manner that is coherent and consistent with the overall structure of Quebec law. Interpreting the Quebec securities scheme in light of Unifund achieves this goal by ensuring that the scheme applies to out-of-province defendants in a manner that is consistent with the constitutional limitations recognized by this Court.

[ 78 ] The application of Unifund to the Quebec securities scheme also reflects the reality that the scheme's jurisdictional rules are designed to operate in an interprovincial and international context. The pump-and-dump scheme in this case involved actors from multiple provinces and countries. A regulatory scheme intended to address such conduct must be capable of reaching all participants, including those domiciled outside Quebec.

[ 79 ] We accordingly conclude that the Quebec securities scheme, interpreted in light of the Unifund test, provides for jurisdiction over out-of-province defendants with a "sufficient connection" or "real and substantial connection" to Quebec. This interpretation is consistent with the purpose of the Quebec securities scheme, with the harmonious interpretation of Quebec law, and with constitutional limitations recognized by this Court.

F. The Relationship Between the C.C.Q. and the Quebec Securities Scheme

[ 80 ] We must briefly address the relationship between the C.C.Q.'s private international law rules and the jurisdictional rules implicit in the Quebec securities scheme.

[ 81 ] As noted above, the preliminary provision of the C.C.Q. contemplates that special statutes may complement or make exceptions to the C.C.Q. The implicit jurisdictional rules of the Quebec securities scheme operate as an exception to the C.C.Q.'s private international law rules, to the extent that those rules would not otherwise grant jurisdiction over the appellants.

[ 82 ] This does not undermine the foundational role of the C.C.Q. as the jus commune of Quebec law. The C.C.Q. remains the starting point for any analysis of jurisdiction in Quebec. But the preliminary provision expressly contemplates that special statutes may carve out exceptions to the C.C.Q.'s rules. In this case, the Quebec securities scheme implicitly provides for such an exception by extending the FMAT's jurisdiction to out-of-province defendants with a sufficient connection to Quebec.

[ 83 ] We emphasize that the applicability of the Unifund test to the Quebec securities scheme does not displace the C.C.Q.'s private international law rules. The C.C.Q. remains the general framework for determining the international jurisdiction of Quebec authorities. The Unifund test, as applied to the Quebec securities scheme, operates as a specific rule for determining the FMAT's jurisdiction over out-of-province defendants in securities enforcement proceedings.

[ 84 ] This approach is consistent with the overall structure of Quebec law. The C.C.Q. provides the general framework, and special statutes provide specific rules that either complement or make exceptions to the C.C.Q. The Quebec securities scheme, interpreted in light of Unifund, provides such a specific rule.

G. The Unifund Test

[ 85 ] We now turn to the Unifund test. As noted above, the FMAT has jurisdiction under the Quebec securities scheme over out-of-province defendants with a "sufficient connection" or "real and substantial connection" with Quebec. We describe the Unifund test in more detail before applying it to the facts of this case.

[ 86 ] In Unifund, Binnie J. addressed the constitutional limits on a provincial regulatory scheme's application to out-of-province defendants. He identified several principles for determining whether a sufficient connection exists to justify applying a provincial regulatory scheme to an out-of-province defendant (at paras. 56-81).

[ 87 ] Before summarizing the Unifund test, it is worth noting how the Court of Appeal applied it. Marcotte J.A. for the majority summarized the Unifund test as follows (at para. 77):

[Translation] The "real and substantial connection" standard requires a contextual analysis of the provincial statute's content and purpose and the connecting factors between the out-of-province person or entity and the province, having regard to the principles of order and fairness and the constitutional limits on provincial legislative jurisdiction.

[ 88 ] We agree with this summary, subject to the clarifications below.

[ 89 ] First, the Unifund test applies when a provincial regulatory scheme is alleged to constitutionally apply to an out-of-province defendant. The test does not concern the constitutional validity of provincial legislation but rather its constitutional applicability (Unifund, at para. 55). The distinction matters because provincial legislation that is valid — that is, within the province's legislative competence — may nonetheless be constitutionally inapplicable to out-of-province defendants if there is insufficient connection between the province and those defendants (Unifund, at paras. 55-56).

[ 90 ] Second, the Unifund test must be understood in the context of the broader constitutional framework for provincial legislative jurisdiction. The Constitution Act, 1867 imposes territorial limitations on provincial legislative power. Section 92 grants provinces the power to make laws "in relation to" matters coming within specified classes of subjects, but provinces cannot legislate extraterritorially (Unifund, at para. 50). The Unifund test gives concrete content to the constitutional requirement of territorial limitation.

[ 91 ] Third, the Unifund test may apply even when there is no express constitutional challenge. Even if the constitutionality of provincial legislation is not directly challenged, the Unifund test functions as a principle of statutory interpretation to limit the territorial reach of provincial legislation to out-of-province defendants with a sufficient connection to the province.

[ 92 ] Although the C.C.Q. does not grant the FMAT jurisdiction in these circumstances, it remains to consider whether the FMAT has jurisdiction under the special jurisdictional rules under Quebec's securities scheme. This Court has stated that "[t]he various rules governing the private international law order of Quebec are found primarily in Book Ten of the C.C.Q." (Spar Aerospace, at para. 22). However, this does not preclude the application of other jurisdictional rules set out in special statutes (see P. Ferland and G. Laganière, "Le droit international privé", in Collection de droit de l'École du Barreau du Québec 2023-2024, vol. 7, Contrats, sûretés, publicité des droits et droit international privé (2023), 271, at p. 303, fn. 247).

[ 93 ] The FMAT has jurisdiction under two special statutes: the Quebec Securities Act and the Act respecting the Autorité des marchés financiers, now known as the Act respecting the regulation of the financial sector, CQLR, c. E-6.1.

[ 94 ] Section 93 of the Act respecting the Autorité des marchés financiers provides that the FMAT's function is to make determinations regarding matters brought under the Act respecting the Autorité des marchés financiers and other Acts listed in the provision, including the Securities Act. Section 93 thus grants the FMAT jurisdiction over the adjudication of matters brought under the Securities Act:

93. On the request of the Authority or of any interested person, the Tribunal shall exercise the functions and powers assigned to it under this Act, the Act respecting the distribution of financial products and services (chapter D-9.2), the Money-Services Businesses Act (chapter E-12.000001), the Derivatives Act (chapter I-14.01) and the Securities Act (chapter V-1.1).

The Tribunal shall exercise its discretion in the public interest.

[ 95 ] Section 93 thus grants the FMAT subject-matter jurisdiction: it has authority to adjudicate matters arising under the Securities Act. However, s. 93 does not, on its face, determine the territorial scope of the FMAT's jurisdiction or expressly address whether the FMAT can assert jurisdiction over out-of-province defendants.

[ 96 ] The Securities Act contains provisions that govern the FMAT's enforcement powers over persons who engage in the types of conduct the AMF alleges the appellants engaged in. Sections 195.2 and 199.1 of the Securities Act create offences for the conduct alleged against the appellants. Sections 265, 273.1, and 273.3 of the Securities Act provide the FMAT with enforcement powers to address such conduct.

[ 97 ] Together, ss. 93 of the Act respecting the Autorité des marchés financiers and 195.2, 199.1, 265, 273.1, and 273.3 of the Securities Act grant the FMAT jurisdiction to adjudicate the AMF's enforcement proceedings against the appellants, including by applying the enforcement provisions of the Securities Act to out-of-province defendants when doing so would be constitutionally permissible.

[ 98 ] The relevant provisions of the Quebec securities scheme do not expressly address the territorial scope of the FMAT's jurisdiction. They neither expressly grant nor expressly limit the FMAT's jurisdiction over out-of-province defendants. The silence of the Quebec securities scheme on the territorial scope of the FMAT's jurisdiction raises the question of whether the scheme provides for jurisdiction over out-of-province defendants at all, and if so, what the scope of that jurisdiction is.

[ 99 ] Neither the Securities Act nor the Act respecting the Autorité des marchés financiers expressly provides for the FMAT to assert jurisdiction over out-of-province parties, or otherwise limits the territorial reach of the Quebec securities scheme over interprovincial or international actors.

[ 100 ] The FMAT's jurisdiction under ss. 93 of the Act respecting the Autorité des marchés financiers and 195.2, 199.1, 265, 273.1, and 273.3 of the Securities Act is thus presumed to apply within the province, and the question is whether the Quebec securities scheme extends the FMAT's jurisdiction over out-of-province defendants.

[ 101 ] We recognize that s. 93 of the Act respecting the Autorité des marchés financiers provides subject-matter jurisdiction to the FMAT over matters arising under the statutes listed in s. 93 (Rousseau, at pp. 16-17; see also C. Duclos, in collaboration with R. Crête and A. Létourneau, "Les autorités d'encadrement", in R. Crête et al., eds., Courtiers et conseillers financiers: Encadrement des services de placement (2011), at p. 131). This subject-matter jurisdiction naturally extends to include matters involving out-of-province defendants when the subject matter of the proceeding is sufficiently connected to Quebec.

[ 102 ] Although both Acts read together, and particularly s. 93 of the Act respecting the Autorité des marchés financiers, grant the FMAT jurisdiction to make determinations under the Securities Act, neither statute expressly provides for the FMAT to assert jurisdiction over out-of-province parties, or otherwise limits the territorial reach of the Quebec securities scheme. The question is therefore whether the Quebec securities scheme, properly interpreted, implicitly provides for jurisdiction over out-of-province defendants.

[ 103 ] In Unifund, this Court addressed when a provincial regulatory scheme applies to an out-of-province defendant. The specific issue in Unifund was whether a reimbursement provision of Ontario's Insurance Act, R.S.O. 1990, c. I.8, applied to an out-of-province insurer. An Ontario insurer had paid statutory no-fault benefits to its clients when they were injured in a car accident in British Columbia. The Ontario insurer sought reimbursement from the British Columbia insurer under the Insurance Act. The British Columbia insurer challenged the constitutional applicability of the Ontario provision.

[ 104 ] Binnie J. considered whether the connection between Ontario and matters occurring outside the province was sufficient to support the constitutional application of Ontario's regulatory regime to the out-of-province insurer (para. 22). He observed that "a province has no legislative competence to legislate extraterritorially" (para. 50). This territorial restriction is "fundamental to our system of government", as it "preserves the diversity and autonomy of provincial legislative schemes" (para. 50).

[ 105 ] Over the last two decades, courts have regularly applied the Unifund test when determining whether a provincial regulatory scheme constitutionally applies to out-of-province defendants.

[ 106 ] In Ontario College of Pharmacists v. 1724665 Ontario Inc., 2013 ONCA 381, 363 D.L.R. (4th) 724, the Ontario Court of Appeal applied the Unifund test and held that the College of Pharmacists had jurisdiction over out-of-province parties who allegedly breached statutory provisions regulating the sale of prescription drugs in Ontario (paras. 74-75).

[ 107 ] In the securities context, the Saskatchewan Court of Appeal in Berger v. Saskatchewan (Financial and Consumer Affairs Authority), 2019 SKCA 89, ruled that the Financial and Consumer Affairs Authority of Saskatchewan should have applied the Unifund test to determine whether The Securities Act, 1988, S.S. 1988-89, c. S-42.2, applied to a resident of Costa Rica (paras. 64-66). The Saskatchewan Court of Appeal held that the Unifund test, rather than the Van Breda test, was the appropriate analytical framework in the context of securities regulation.

[ 108 ] Similarly, the British Columbia Court of Appeal has applied the Unifund test to determine whether that province's Securities Commission had jurisdiction over out-of-province defendants who allegedly breached the Securities Act, R.S.B.C. 1996, c. 418 (McCabe, at para. 34; see also Torudag v. British Columbia (Securities Commission), 2011 BCCA 458, 343 D.L.R. (4th) 743, at paras. 16-29).

[ 109 ] This Court has also applied the "sufficient connection" test when determining whether federal regulatory legislation applies to matters involving international elements. In Society of Composers, Authors and Music Publishers of Canada v. Canadian Assn. of Internet Providers, 2004 SCC 45, [2004] 2 S.C.R. 427, the Court cited Unifund and ruled that the applicability of the Copyright Act, R.S.C. 1985, c. C-42, to internet providers who route communications internationally is governed by whether there is a "real and substantial connection" between Canada and the activities in question (para. 57).

[ 110 ] As a result, the "real and substantial connection" test in Unifund is now the "accepted test for discerning the presumptively intended reach of federal legislation as well as the constitutionally permissible application of provincial legislation" (R. Sullivan, The Construction of Statutes (7th ed. 2022), at p. 806).

[ 111 ] Four aspects of the Unifund test warrant particular emphasis.

[ 112 ] First, the Unifund "sufficient connection" test is not concerned with the constitutional validity of legislation but with its constitutional applicability. Unifund does not address the situation in which the constitutional validity of provincial legislation is challenged because the legislation violates the territorial limitations on provincial legislative competence — that is, when the legislation purports to apply to conduct or persons that have no connection to the province. Rather, Unifund addresses the situation in which facially valid provincial legislation is applied to an out-of-province defendant and the question is whether the connection between the province and the defendant is sufficient to justify applying the legislation constitutionally.

[ 113 ] Second, like the doctrine of interjurisdictional immunity in constitutional law, the Unifund test functions as a principle of statutory interpretation. As noted by Professors Peter W. Hogg and Wade K. Wright, under the doctrine of interjurisdictional immunity, a broadly framed provincial or federal law that is valid in most of its applications "should be interpreted so as not to apply to the protected core of another head of power" in order to avoid constitutional invalidity (Constitutional Law of Canada (5th ed. Supp.), at § 15.9(e) (footnotes omitted)).

[ 114 ] Similarly, the Unifund "sufficient connection" test limits, or reads down, the territorial reach of otherwise broadly framed provincial legislation, consistent with the territorial restrictions on provincial legislative power in ss. 91 and 92 of the Constitution Act, 1867. It does so by insisting on a "sufficient connection" between the legislation and the out-of-province defendant (Sullivan, at p. 807).

[ 115 ] Third, the Unifund "sufficient connection" test relates to prescriptive legislative jurisdiction, rather than adjudicatory jurisdiction, although the latter may flow from the former. Prescriptive legislative jurisdiction is "the power to make rules, issue commands or grant authorizations that are binding upon persons and entities" (R. v. Hape, 2007 SCC 26, [2007] 2 S.C.R. 292, at para. 56). Adjudicatory jurisdiction is "the power to subject persons or things to the process of the courts or agencies of the state" (Hape, at para. 56).

[ 116 ] In Unifund, Binnie J. distinguished between prescriptive legislative jurisdiction and adjudicatory jurisdiction, both of which are governed by different versions of the "real and substantial connection" test. As Binnie J. noted, "a 'real and substantial connection' sufficient to permit the court of a province to take jurisdiction over a dispute may not be sufficient for the law of a province to extend to the out-of-province party, and vice versa" (para. 58). While the Unifund test relates primarily to prescriptive legislative jurisdiction (whether the provincial legislation constitutionally applies to the out-of-province defendant), once the legislation is found to apply constitutionally, the FMAT's adjudicatory jurisdiction follows from its prescriptive jurisdiction.

[ 117 ] Fourth, the test in Unifund is distinct from the "real and substantial connection" tests that this Court has developed elsewhere in the domain of conflicts of laws. The courts below and the parties before this Court disagree about which version of the real and substantial connection test applies in this case. The Quebec Superior Court determined that the FMAT had correctly applied the real and substantial connection test described in Van Breda and Unifund. We have noted that Van Breda does not apply in Quebec. The applicable test here is the Unifund test.

[ 118 ] The "real and substantial connection" test has been described both as a single test that applies in a variety of different contexts (Van Breda, at paras. 23-31), and as a collection of different tests with a common family resemblance (J. Blom and E. Edinger, "The Chimera of the Real and Substantial Connection Test" (2005), 38 U.B.C. L. Rev. 373, at pp. 373-74). Although both views have merit, what matters for present purposes is that the Unifund test is distinct in its purpose and application, and it is the applicable test here.

[ 119 ] For example, in Morguard Investments Ltd. v. De Savoye, [1990] 3 S.C.R. 1077, this Court ruled that a court in one province should recognize and enforce a judgment of the court of another province if there is a "real and substantial connection" between that other court and the subject matter of the litigation (pp. 1107-8). In Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416, this Court extended this principle to foreign judgments. The real and substantial connection test in Morguard and Beals concerns the recognition and enforcement of judgments, and is therefore distinct from the Unifund test.

[ 120 ] In Van Breda, this Court developed a "real and substantial connection" test in the context of deciding whether a court can assume jurisdiction over a tort claim brought by Canadian residents who were injured abroad. The Court identified presumptive connecting factors that prima facie entitle a court to assume jurisdiction over a tort dispute and explained how such a presumption of jurisdiction can be rebutted. The Van Breda test is concerned with adjudicatory jurisdiction in the common law context, and is therefore distinct from both the Unifund test and the private international law rules in the C.C.Q.

[ 121 ] This Court also developed a version of the real and substantial connection test in Libman v. The Queen, [1985] 2 S.C.R. 178, to determine whether a transnational crime, which took place partly in Canada, could be prosecuted in Canada. The Court held that such a crime can be prosecuted in Canada when there is a "real and substantial link" between the offence and this country (p. 213). The Libman test is concerned with criminal jurisdiction, and is therefore distinct from the Unifund test.

[ 122 ] As a final example, this Court has developed a "real and substantial connection" test in the context of determining whether provincial legislation is constitutionally applicable to out-of-province defendants or circumstances (see Blom (2017), at pp. 288-89). In Hunt v. T&N plc, [1993] 4 S.C.R. 289, the Court decided that a Quebec "blocking" statute prohibiting the transmission of documents out of Quebec was constitutionally inapplicable to the defendants who were residents of other provinces (pp. 319-20). The Court held that provincial legislation can be constitutionally applied to out-of-province defendants only when there is a "real and substantial connection" between the province and the defendants. This version of the test is the one applied in Unifund, and it is the one that applies in this case.

[ 123 ] The appellants' argument and the Superior Court's conclusion that the Van Breda "real and substantial connection" test should apply here are misplaced. Van Breda set out the real and substantial connection test in the context of tort claims at common law and does not apply in Quebec. The counterpart to the Van Breda test for personal actions of a patrimonial nature in Quebec is contained in art. 3148 C.C.Q. As we have noted, art. 3148 C.C.Q. may be relevant in this case, but it does not displace the Unifund test, which addresses the distinct issue of whether the Quebec securities scheme constitutionally applies to the out-of-province appellants.

[ 124 ] The Quebec securities scheme, interpreted in light of the Unifund test, provides for jurisdiction over out-of-province parties with a "sufficient connection" or "real and substantial connection" with Quebec. On their face, the special jurisdictional provisions in the Act respecting the Autorité des marchés financiers and the Securities Act are not limited in their territorial reach. Constitutionally, these provisions can be applied to out-of-province defendants when there is a sufficient connection between Quebec and those defendants.

[ 125 ] The Quebec securities scheme may be said to both complement and derogate from the rules for the international jurisdiction of Quebec authorities in Title Three of Book Ten of the C.C.Q. The Quebec securities scheme may be said to complement the C.C.Q. because the special statutes' jurisdictional rules for the FMAT work alongside the general jurisdictional rules in the jus commune. But the Quebec securities scheme also makes exceptions to the C.C.Q.'s private international law rules by implicitly providing for jurisdiction over out-of-province defendants with a sufficient connection to Quebec, beyond what arts. 3134 to 3154 C.C.Q. would otherwise provide.

[ 126 ] Finally, it must be determined whether the FMAT's exercise of jurisdiction over the out-of-province appellants would be contrary to the constitutional limitations set out in Unifund, which asks whether there is a sufficient connection between Quebec and the facts alleged against the appellants based on the following four principles:

(1) The enacting province must have a sufficient connection with the subject matter of the legislation.

(2) The subject matter of the legislation, its purpose, and the out-of-province defendant's connections with the province together establish a "sufficient connection" or "real and substantial connection".

(3) The principles of order and fairness must not be offended.

(4) There must be no breach of the principle of interprovincial comity.

[ 127 ] The first two principles in Unifund are related. The first principle requires a sufficient connection, while the second principle identifies factors that might furnish that connection (Sullivan, at p. 822). This involves a contextual inquiry. As Binnie J. noted in Unifund, "different degrees of connection to the enacting province may be required according to the subject matter of the dispute" (para. 75). In the securities context, this means that courts and tribunals must take a contextual approach that recognizes the particular challenges of transnational securities regulation.

[ 128 ] The "sufficient connection" analysis must recognize the transnational nature of modern securities regulation and the public interest in addressing international market manipulation. Securities regulation raises unique considerations that highlight the need for transnational enforcement. As this Court noted in Global Securities Corp. v. British Columbia (Securities Commission), 2000 SCC 21, [2000] 1 S.C.R. 494, at para. 27, securities regulation serves a fundamentally public interest: "[r]egulation of the securities market is fundamentally a matter of public law aimed at the protection of the public from unscrupulous practices."

[ 129 ] Applying the first two Unifund principles, there is a sufficient connection between Quebec and the out-of-province appellants, all of whom allegedly participated in a fraudulent securities manipulation scheme with important ties to Quebec. The appellants allegedly used Quebec as the "face" of their alleged pump-and-dump scheme by promoting Solo's mining activities in Quebec. They participated in and financed Solo's misleading press releases promoting Solo's Quebec mining activities, which were made accessible to Quebec investors. 15 Quebec investors were defrauded. In these circumstances, the appellants had an important connection to Quebec, and the allegations made against them are sufficiently connected to Quebec to support the FMAT's exercise of jurisdiction.

[ 130 ] The appellant Sharp argues that the FMAT and courts below failed to analyze the AMF's specific allegations against him, which relate only to the purchase and sale of securities outside of Quebec. We do not accept this submission. The AMF alleges that he participated in one or more stages of the appellants' securities manipulation scheme, that he was closely implicated by buying or selling Solo shares at key stages of the scheme, and that he received proceeds from the scheme. The AMF's allegations establish a sufficient connection between Sharp's participation in the scheme and Quebec.

[ 131 ] The third and fourth Unifund principles are also related and "incorporate the notions of interprovincial comity and fairness to the defendant" (Sullivan, at p. 822). The third principle requires a court or tribunal to consider the principles of order and fairness, which function "as a mechanism to regulate extraterritoriality concerns" (Unifund, at para. 73) by ensuring the "security of transactions" (Unifund, at para. 73) and addressing "unfair surprise" (Unifund, at para. 79). The fourth principle requires a court or tribunal to consider the related concept of interprovincial comity, which requires courts and tribunals in one province to show respect for legislative and judicial processes in other provinces.

[ 132 ] In our view, it is consistent with the principles of order and fairness and would not raise any extraterritoriality concerns to apply Quebec's securities regulatory scheme to the appellants.

[ 133 ] Applying the Quebec regulatory regime is fair to the appellants. The appellants chose to enter Quebec's securities marketplace (see Unifund, at para. 77), and they promoted the Quebec mining prospects of Solo, a reporting issuer in Quebec. Because the appellants made Quebec the face of their securities manipulation operation, their entrance into Quebec's market was not accidental or irrelevant to their scheme. They cannot now claim unfair surprise at being subject to Quebec's securities regulatory scheme.

[ 134 ] In addition, applying Quebec's securities regulatory scheme to the appellants does not offend the principle of order or the related concept of interprovincial comity. Given the cross-border nature of securities manipulation and securities fraud, regulators from multiple jurisdictions may exercise jurisdiction over the same scheme. As noted by the intervener the Ontario Securities Commission, this overlap of regulatory jurisdiction is not only permissible, it is sometimes necessary to address cross-border securities fraud effectively.

[ 135 ] Because contemporary securities manipulation and fraud are often transnational and extend across provincial and national borders, courts and tribunals must take a flexible and purposive approach when applying the principles of order and fairness in the securities context. In our view, it is consistent with the principles of order and fairness for the FMAT to have jurisdiction over the appellants, all of whom participated in a cross-border pump-and-dump scheme that used Quebec as the face of the scheme and injured Quebec investors.

[ 136 ] In closing, it bears noting that while prescriptive legislative jurisdiction and adjudicatory jurisdiction are distinct concepts (Unifund, at para. 58), in this case the FMAT's adjudicatory jurisdiction flows from the province's prescriptive legislative jurisdiction. Section 93 of the Act respecting the Autorité des marchés financiers stipulates that the FMAT shall exercise jurisdiction over matters brought under the Securities Act. Because the Quebec securities scheme constitutionally applies to the appellants (prescriptive legislative jurisdiction), the FMAT has authority to adjudicate the AMF's enforcement proceedings against the appellants (adjudicatory jurisdiction).

[ 137 ] The jurisdictional rules of the Quebec securities scheme are constitutionally applicable to the out-of-province appellants. These provisions grant the FMAT jurisdiction over the appellants' alleged contraventions of the Securities Act. Based on the facts alleged by the AMF, there is a sufficient connection between Quebec and the appellants to justify applying Quebec's security regulatory scheme to them. It follows that the FMAT has jurisdiction to hear the AMF's enforcement proceedings against the appellants.

[ 138 ] We would dismiss the appeals with costs.

Dissenting Reasons

(Côté J., dissenting)

(Official English Translation)

[ 139 ] These appeals raise the question of whether the Financial Markets Administrative Tribunal ("FMAT") has jurisdiction over the appellants, who are domiciled outside Quebec, specifically in the province of British Columbia, either under the rules in Title Three of Book Ten of the Civil Code of Québec ("C.C.Q.") which relate to the international jurisdiction of Quebec authorities, or on the basis of the "real and substantial connection" test set out in Unifund Assurance Co. v. Insurance Corp. of British Columbia, 2003 SCC 40, [2003] 2 S.C.R. 63.

[ 140 ] According to my colleagues, this case raises an issue regarding the constitutional applicability of the Securities Act, CQLR, c. V-1.1 ("SA"), which means that the FMAT's jurisdiction must be assessed on the basis of the sufficient connection test from Unifund. I disagree with that position. In my view, at this stage of the proceedings, the case raises no issue regarding the constitutional applicability of the SA but rather concerns the FMAT's adjudicative jurisdiction. Consequently, the issue must be resolved by applying the rules on the international jurisdiction of Quebec authorities set out in Title Three of Book Ten of the C.C.Q.

[ 141 ] Applying those provisions to this case, I conclude that the appeals should be allowed on the basis that the FMAT does not have adjudicative jurisdiction over the appellants and therefore cannot hear the matter brought before this Court.

[ 142 ] I agree with my colleagues that correctness is the applicable standard of review; the only issue is thus whether the FMAT has adjudicative jurisdiction over the appellants, who are domiciled outside Quebec.

[ 143 ] My analysis proceeds as follows. First, I summarize the facts and the procedural context of this dispute. Next, I explain the distinction between the constitutional applicability of legislation and the adjudicative jurisdiction of a court or administrative tribunal. Based on this analysis, I show that this dispute relates to the FMAT's adjudicative jurisdiction, more particularly its territorial component (jurisdiction ratione personae), and consequently that the C.C.Q.'s rules on the international jurisdiction of Quebec authorities apply. I then analyze the provisions of the C.C.Q. and conclude that they do not confer adjudicative jurisdiction on the FMAT in the circumstances of this case.

[ 144 ] On the whole, I agree with my colleagues' overview of the facts and summary of the decisions below. However, I wish to clarify certain points regarding the procedural context of this dispute.

[ 145 ] In 2017, the AMF filed an application with the FMAT against a number of defendants, some of whom — the appellants — are residents of British Columbia. In the application, the AMF alleged that the defendants had taken part in what is commonly called a "pump and dump scheme" or, in other words, that they had influenced or manipulated the market price or value of a security by unfair, improper or fraudulent means and participated in transactions in securities that created an artificial price for a security (SA, ss. 195.2 and 199.1). The AMF asked the FMAT to order the defendants to cease trading in securities (SA, s. 265), to prohibit them from acting as directors or officers of an issuer, dealer, adviser or investment fund manager for a period of five years (SA, s. 273.3), and to impose administrative penalties on them (SA, s. 273.1).

[ 146 ] In response to the AMF's application, the appellants filed preliminary exceptions in the form of declinatory exceptions, in which they argued that the FMAT lacked adjudicative jurisdiction over them. The FMAT dismissed the preliminary exceptions and found that it had jurisdiction to hear the matter. The Quebec Superior Court dismissed the applications for judicial review of that decision filed by the appellants, whose subsequent appeals to the Quebec Court of Appeal were unsuccessful.

[ 147 ] The appellants' declinatory exceptions are based on the FMAT's lack of adjudicative jurisdiction over them. As this Court explained in Newfoundland and Labrador (Attorney General) v. Uashaunnuat (Innu of Uashat and of Mani-Utenam), 2020 SCC 4, [2020] 1 S.C.R. 15, "[s]uch a declinatory exception must be disposed of on a preliminary basis" (para. 85, citing A. Rochon, with the collaboration of F. Le Colleter, Guide des requêtes devant le juge unique de la Cour d'appel: Procédure et pratique (2010), at p. 154). The preliminary nature of a declinatory exception means that the decision maker is not adjudicating the merits of the AMF's claim that the appellants contravened the SA. Rather, the decision maker is deciding only whether the FMAT has adjudicative jurisdiction over the appellants at all.

[ 148 ] In light of the procedural context of this dispute, the issue is therefore not whether the SA applies in this case to the merits of the matter but rather whether the FMAT has jurisdiction in the proceedings brought against the appellants. For the reasons I explain more fully below, these appeals must be decided by applying the rules on the international jurisdiction of Quebec authorities found in Title Three of Book Ten of the C.C.Q.

[ 149 ] To begin my analysis, I think it is appropriate to specify the points on which I agree with my colleagues.

[ 150 ] I have already stated above that I agree with the application of the correctness standard of review. Moreover, it is self-evident that because the C.C.Q. sets out the jus commune of Quebec, it does not simply lay down a body of private law rules. As its preliminary provision states, the C.C.Q. "is the foundation of all other laws, although other laws may complement the Code or make exceptions to it". I therefore agree with my colleagues, and with Mainville J.A., that the rules in Title Three of Book Ten of the C.C.Q. apply in this case to determine whether the FMAT has adjudicative jurisdiction over the appellants.

[ 151 ] Like my colleagues, and for the reasons I explain below, I am of the view that arts. 3134, 3136 and 3148 C.C.Q. do not give the FMAT any jurisdiction over the appellants.

[ 152 ] I also agree with my colleagues that special laws may make exceptions to or derogate from the rules in the C.C.Q. My colleagues are of the view, as am I, that neither the SA nor the Act respecting the Autorité des marchés financiers ("AAMF"), individually or read together, expressly derogates from the rules in Title Three of Book Ten of the C.C.Q. so as to give the FMAT jurisdiction over the appellants, who are domiciled outside Quebec ("neither statute expressly provides for the FMAT to assert jurisdiction over out-of-province parties, or otherwise limits the territorial reach of the Quebec securities scheme over interprovincial or international actors" (majority reasons, at para. 102)).

[ 153 ] Where I disagree completely with my colleagues is on their conclusion that there is a kind of implicit derogation, which they reach by interpreting the Quebec securities scheme in light of Unifund. My colleagues state that "while the C.C.Q. does not grant the FMAT jurisdiction over the out-of-province appellants in this case, the jurisdictional provisions of the special securities scheme, properly interpreted in light of Unifund, do grant jurisdiction because the appellants, and their alleged conduct, have a sufficient connection to Quebec" (majority reasons, at para. 137). In other words, my colleagues conclude that because there is a "sufficient connection" between the appellants and Quebec, this is sufficient to grant the FMAT jurisdiction over them, even though the C.C.Q. and the securities scheme do not confer such jurisdiction in express terms.

[ 154 ] I cannot accept that reasoning, because the C.C.Q. "contains a well-developed set of rules and principles [of private international law]" (Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572, at para. 21). In fact, the C.C.Q. codifies the "sufficient connection" test ("sufficient connection" and "real and substantial connection" are synonymous). The rules on the international jurisdiction of Quebec authorities (arts. 3134 to 3154 C.C.Q.) [translation] "are substantive rules of private international law. They serve to determine which State has jurisdiction to hear a legal dispute with international dimensions" (G. Goldstein, Droit international privé, vol. 2, Compétence internationale des autorités québécoises et effets des décisions étrangères (Art. 3134 à 3168 C.c.Q.), dans Commentaires sur le Code civil du Québec (DCQ) (2012), at §3148.155).

[ 155 ] After finding that neither Book Ten of the C.C.Q. nor the Quebec securities scheme expressly confers territorial jurisdiction on the FMAT, my colleagues continue their analysis by interpreting the securities scheme in light of Unifund. I disagree with that approach. Unifund cannot serve as a safety net where the C.C.Q. does not establish the territorial jurisdiction of a court or tribunal and the legislature has not otherwise conferred territorial jurisdiction on it through special legislation. In short, when there is no jurisdiction, that must be the end of the analysis. This means that recourse should not be had to Unifund, which concerns an entirely different situation. Unifund applies once it is established that a court or tribunal has jurisdiction to deal with a matter. For example, if the AMF had invoked art. 3136 C.C.Q. and thereby established the jurisdiction of the FMAT as a [translation] "forum of necessity" (Lamborghini (Canada) Inc. v. Automobili Lamborghini S.P.A., [1997] R.J.Q. 58 (C.A.), at p. 68, quoting H. P. Glenn, "Droit international privé", in La réforme du Code civil, vol. 3, Priorités et hypothèques, preuve et prescription, publicité des droits, droit international privé, dispositions transitoires (1993), 669, at p. 745), Unifund could be relied on to determine the applicability of the SA and the AAMF to the appellants, who are domiciled outside Quebec.

[ 156 ] Unifund cannot give the provisions of the SA and the AAMF an effect they do not have on their own; in other words, it cannot give the FMAT territorial jurisdiction over the appellants, who are domiciled outside Quebec, in a manner that derogates from the well-developed set of rules in the C.C.Q. I therefore do not agree with my colleagues that Unifund supports the conclusion that the FMAT has jurisdiction to decide this matter. I explain my thinking in detail in the reasons that follow.

[ 157 ] With respect, my colleagues' approach conflates the concepts of adjudicative jurisdiction of a court or tribunal and constitutional applicability of legislation, as they deal interchangeably with the constitutional applicability of the SA under the Unifund framework and the FMAT's jurisdiction under the rules of private international law. Just like the majority of the Court of Appeal, my colleagues shift from a private international law analysis into an analysis of the SA's constitutional applicability when they conclude that the Quebec securities scheme, interpreted in light of Unifund, grants the FMAT jurisdiction over the appellants.

[ 158 ] It will therefore be helpful to briefly explain the difference between the constitutional applicability of legislation and the adjudicative jurisdiction of a court or tribunal. Both concepts involve the existence of a real and substantial connection. In the constitutional context, the real and substantial connection test affirms "the constitutionally imposed territorial limits that underlie the requirement of legitimacy in the exercise of the state's power of adjudication" (Van Breda, at para. 32). In the private international law context, the real and substantial connection test determines "whether a court should take jurisdiction in a particular case" (Van Breda, at para. 29).

[ 159 ] Thus, the applicability of provincial legislation to a defendant domiciled outside the province in question depends on there being a sufficient connection "between the enacting jurisdiction and the out-of-province individual or entity" (Unifund, at para. 65). Although this test relates more specifically to the connection between a province and an action, the purpose of the Unifund analysis is essentially to determine whether there is a viable cause of action on the merits (see para. 144).

[ 160 ] Conversely, from a private international law perspective, the real and substantial connection test relates to "the exercise of the state's power of adjudication" (Van Breda, at para. 32). The rules of private international law in force in a province are what confer adjudicative jurisdiction on a decision maker. In the common law provinces, the real and substantial connection test is an organizing principle for the rules of private international law. In Quebec, these rules are set out in Title Three of Book Ten of the C.C.Q.

[ 161 ] The distinction between the constitutional applicability of legislation and adjudicative jurisdiction is therefore of fundamental importance. Adjudicative jurisdiction depends on, but is not synonymous with, the constitutional applicability of legislation. A tribunal has adjudicative jurisdiction over a defendant only if, and to the extent that, the applicable private international law rules confer such jurisdiction on it.

[ 162 ] The question is whether, at this stage of the proceedings, this case involves the constitutional applicability of the SA or rather the FMAT's adjudicative jurisdiction. My colleagues conclude that it involves the constitutional applicability of the SA. I disagree.

[ 163 ] In this case, the appellants filed declinatory exceptions in which they argue that the FMAT lacks adjudicative jurisdiction over them. At this preliminary stage, before the merits are considered, the issue is strictly whether the FMAT has adjudicative jurisdiction over the appellants, not whether the SA applies to the appellants on the merits. Accordingly, what must be resolved is the issue of the FMAT's adjudicative jurisdiction, which depends on the rules of private international law.

[ 164 ] For all these reasons, I conclude that at this stage of the proceedings, the issue is not whether the SA constitutionally applies to the appellants, but rather whether the FMAT has adjudicative jurisdiction over the appellants. This issue is governed by the rules of private international law set out in Title Three of Book Ten of the C.C.Q.

[ 165 ] Since I agree with my colleagues that arts. 3134, 3136 and 3148 C.C.Q. do not grant the FMAT adjudicative jurisdiction over the appellants, and that neither the SA nor the AAMF expressly grants the FMAT adjudicative jurisdiction over out-of-province defendants, I must now determine whether the Quebec securities scheme, together with the C.C.Q., implicitly confers such jurisdiction on the FMAT.

[ 166 ] My colleagues interpret the Quebec securities scheme in light of Unifund and conclude that, in doing so, the scheme implicitly provides for jurisdiction over out-of-province parties with a "sufficient connection" with Quebec. With respect, I cannot agree with this approach for several reasons.

[ 167 ] First, it is well established in Quebec law that the legislature must express its intention to confer adjudicative jurisdiction on a court or tribunal in clear terms. The legislature cannot confer adjudicative jurisdiction on a court or tribunal by implication alone. This principle is especially important in the context of the FMAT, which is a specialized administrative tribunal with a limited mandate.

[ 168 ] Second, even if implicit conferral of jurisdiction were possible in some circumstances, it would require clear indicia of legislative intent. In this case, the SA and the AAMF are silent on the FMAT's jurisdiction over out-of-province defendants. This silence, in the context of a well-developed set of private international law rules in the C.C.Q., strongly suggests that the legislature did not intend to confer such jurisdiction on the FMAT by implication.

[ 169 ] Third, my colleagues' approach relies on Unifund to fill the gap left by the absence of an explicit conferral of jurisdiction. But Unifund, as a test for the constitutional applicability of provincial legislation, cannot itself confer adjudicative jurisdiction on a court or tribunal. Unifund determines whether a province has the constitutional authority to apply its law to an out-of-province defendant; it does not determine whether a court or tribunal established by that province has adjudicative jurisdiction over that defendant. These are distinct questions that require separate analysis.

[ 170 ] Fourth, my colleagues' approach would have significant implications for the structure of Quebec's private international law. If Unifund can be used to implicitly expand the adjudicative jurisdiction of Quebec courts and tribunals beyond what the C.C.Q. and special statutes expressly provide, then the C.C.Q.'s carefully crafted private international law rules would be undermined. This cannot have been the legislature's intention.

[ 171 ] For these reasons, I conclude that the FMAT does not have adjudicative jurisdiction over the appellants. The C.C.Q.'s private international law rules do not confer such jurisdiction, and neither the SA nor the AAMF expressly or implicitly confers such jurisdiction. Unifund cannot fill this gap.

[ 172 ] I would therefore allow the appeals and set aside the FMAT's decision on the appellants' declinatory exceptions. Because the FMAT has no adjudicative jurisdiction to hear the AMF's proceedings against the appellants, the proceedings should be dismissed.

[ 173 ] I note, in closing, that my conclusion does not mean that the appellants are beyond the reach of Canadian securities regulators. British Columbia, where the appellants are domiciled, has its own securities regulatory regime that may apply to the appellants' conduct. The appellants may also be subject to the jurisdiction of other regulatory authorities in Canada or abroad. My conclusion only addresses whether the FMAT, as a Quebec administrative tribunal, has adjudicative jurisdiction over the appellants under the rules of private international law applicable in Quebec.

[ 174 ] For these reasons, I would allow the appeals.

[ 175 ] I add a brief note on the Court of Appeal's decision to overrule Donaldson v. Autorité des marchés financiers, 2020 QCCA 401. The Court of Appeal was correct to reconsider the approach taken in Donaldson, in which the court held that the C.C.Q.'s private international law rules do not apply to the FMAT's jurisdiction in enforcement proceedings. Donaldson's approach was incorrect because it excluded the C.C.Q.'s rules from the jurisdictional analysis without adequate justification. As I have explained, the C.C.Q.'s rules on the international jurisdiction of Quebec authorities apply in this case. Donaldson is overruled on this point.

[ 176 ] Even though I disagree with my colleagues about the ultimate conclusion, I agree with them that Donaldson was wrongly decided on the question of whether the C.C.Q.'s private international law rules apply to the FMAT's jurisdiction.

[ 177 ] In summary, I would allow the appeals because the FMAT does not have adjudicative jurisdiction over the appellants under the C.C.Q.'s private international law rules, and the Quebec securities scheme does not expressly or implicitly confer such jurisdiction on the FMAT.

[ 178 ] I add that I am sympathetic to the public interest concerns raised by the AMF and the interveners. Securities fraud and manipulation cause real harm to investors and undermine the integrity of securities markets. Effective enforcement of securities regulation requires that regulators be able to reach those who engage in transnational schemes. However, the resolution of this case must be based on the applicable legal framework, not on policy considerations alone. The legislature may wish to address the gap in the FMAT's jurisdiction by enacting explicit jurisdictional rules for out-of-province defendants in the SA or the AAMF.

[ 179 ] For all of these reasons, I would allow the appeals and set aside the FMAT's decision on the appellants' declinatory exceptions, with costs. Because the FMAT has no adjudicative jurisdiction to hear the AMF's proceedings against the appellants, the proceedings should be dismissed, and there is no need to refer the matter back to the FMAT.

[ 180 ] I would allow the appeals and set aside the FMAT's decision on the appellants' declinatory exceptions, with costs. Because the FMAT has no adjudicative jurisdiction to hear the AMF's proceedings against the appellants, the proceedings should be dismissed, and there is no need to refer the matter back to the FMAT.

Dissenting Reasons — Additional Analysis (Côté J.)

[ 181 ] I wish to add several observations about the constitutional framework that informs my analysis.

[ 182 ] As I have explained, the distinction between the constitutional applicability of legislation and adjudicative jurisdiction is fundamental. The adjudicative jurisdiction of a court or tribunal has two components: jurisdiction ratione materiae (subject-matter jurisdiction) and jurisdiction ratione personae (territorial jurisdiction). The subject-matter jurisdiction of the FMAT is not in issue; s. 93 of the AAMF grants the FMAT subject-matter jurisdiction over matters arising under the SA, and the appellants do not challenge this. What is in issue is the FMAT's territorial jurisdiction — its power to adjudicate the AMF's proceedings against these particular defendants, who are domiciled outside Quebec.

[ 183 ] The rules of private international law set out in the C.C.Q. apply to all proceedings that may be heard by Quebec authorities pursuant to the jurisdiction conferred on the province by the Constitution Act, 1867. These rules govern the international jurisdiction of Quebec authorities, including administrative tribunals exercising adjudicative functions. The FMAT is an adjudicative body that exercises the province's judicial power in the field of securities regulation. As such, the FMAT's territorial jurisdiction is governed by the private international law rules in the C.C.Q.

[ 184 ] The fact that the FMAT exercises regulatory and public law functions does not remove it from the scope of the C.C.Q.'s private international law rules. Administrative tribunals with adjudicative functions are subject to the same private international law framework as courts in Quebec. This is consistent with the role of the C.C.Q. as the jus commune of Quebec law: the C.C.Q.'s private international law rules apply across all areas of law, subject only to express exceptions made by special statutes.

[ 185 ] In this case, neither the SA nor the AAMF expressly makes such an exception. The FMAT's adjudicative jurisdiction is therefore governed by the C.C.Q.'s private international law rules.

[ 186 ] The C.C.Q. contains a comprehensive set of rules for determining the international jurisdiction of Quebec authorities. These rules establish a coherent framework for deciding when Quebec courts and tribunals can assert jurisdiction over defendants domiciled outside Quebec. The rules are designed to balance the interests of litigants, the integrity of the judicial process, and the principles of order and fairness in an interprovincial context.

[ 187 ] The C.C.Q.'s private international law rules reflect the legislature's considered judgment about the appropriate scope of Quebec's adjudicative jurisdiction. By establishing a comprehensive framework of rules, the legislature has expressed its intention that Quebec courts and tribunals exercise jurisdiction only in the circumstances specified by the C.C.Q. (or by special statutes that expressly derogate from the C.C.Q.). This legislative judgment must be respected.

[ 188 ] Applying the C.C.Q.'s private international law rules to this case, I agree with my colleagues that arts. 3134, 3136, and 3148 C.C.Q. do not grant the FMAT adjudicative jurisdiction over the appellants. I would therefore allow the appeals.

[ 189 ] In conclusion, the FMAT does not have adjudicative jurisdiction over the appellants under the C.C.Q.'s private international law rules, and the Quebec securities scheme does not expressly or implicitly confer such jurisdiction on the FMAT. I would allow the appeals and set aside the FMAT's decision on the appellants' declinatory exceptions, with costs.

[ 190 ] For the reasons given above, I would allow the appeals.

[ 191 ] I agree with my colleagues that Donaldson v. Autorité des marchés financiers, 2020 QCCA 401 should be overruled.

[ 192 ] This Court's decision establishes, as a majority position, that the FMAT has jurisdiction over the appellants. I respectfully disagree with this conclusion for the reasons set out above.

[ 193 ] As I have explained, the FMAT's adjudicative jurisdiction is governed by the C.C.Q.'s private international law rules, and those rules do not grant the FMAT jurisdiction over the appellants. The Quebec securities scheme does not expressly or implicitly derogate from these rules. Unifund cannot be used to expand the FMAT's jurisdiction beyond what the C.C.Q. and special statutes provide.

[ 194 ] For all of these reasons, I would allow the appeals and set aside the FMAT's decision on the appellants' declinatory exceptions, with costs.

[ 195 ] Because the FMAT has no adjudicative jurisdiction to hear the AMF's proceedings against the appellants, the proceedings should be dismissed, and there is no need to refer the matter back to the FMAT.

Disposition

Appeals dismissed with costs, Côté J. dissenting.

Solicitors

Solicitors for the appellant/intervener Frederick Langford Sharp: Langlois Lawyers, Montréal.

Solicitors for the appellants/interveners Shawn Van Damme, Vincenzo Antonio Carnovale and Pasquale Antonio Rocca: LCM Attorneys inc., Montréal.

Solicitor for the respondent: Autorité des marchés financiers, Montréal.

Solicitor for the intervener the Attorney General of Quebec: Attorney General of Quebec, Québec.

Solicitor for the intervener the Ontario Securities Commission: Ontario Securities Commission, Toronto.

Appendix — Relevant Statutory Provisions

Securities Act, CQLR, c. V-1.1

195.2. Influencing or attempting to influence the market price or the value of securities by means of unfair, improper or fraudulent practices is an offence.

199.1. A person who directly or indirectly engages or participates in any transaction or series of transactions in securities or any trading method relating to a transaction in securities, or in any act, practice or course of conduct is guilty of an offence if the person knows, or ought reasonably to know, that the transaction, series of transactions, trading method, act, practice or course of conduct

(1) creates or contributes to a misleading appearance of trading activity in, or an artificial price for, a security; or

(2) perpetrates a fraud on any person.

265. The Financial Markets Administrative Tribunal may order a person to cease any activity in respect of a transaction in securities.

The Financial Markets Administrative Tribunal may, furthermore, order any person or category of persons to cease any activity in respect of a transaction in a particular security.

In the case of failure by a reporting issuer to provide periodic disclosure about its business and internal affairs in accordance with the conditions determined by regulation or failure by an issuer or another person to provide any other disclosure prescribed by regulation in accordance with the conditions determined by regulation, the power to order a person to cease any activity in respect of a transaction in securities shall be exercised by the Authority.

Despite the first paragraph of section 318, the Authority may exercise the power conferred on it by the third paragraph without allowing the person to present observations or submit documents to complete the person's record.

273.1. Where the Financial Markets Administrative Tribunal becomes aware of facts establishing that a person has, by an act or omission, contravened, or aided in the contravention of, a provision under this Act or a regulation made under its authority, the Tribunal may impose an administrative penalty on the offender and have it collected by the Authority.

The amount of the penalty may in no case exceed $2,000,000 for each contravention.

273.3. The Financial Markets Administrative Tribunal may prohibit a person from acting as a director or officer of an issuer, dealer, adviser or investment fund manager on the grounds set out in article 329 of the Civil Code, or where a penalty has been imposed on the person under this Act, the Act respecting the distribution of financial products and services (chapter D-9.2) or the Derivatives Act (chapter I-14.01).

The prohibition imposed by the Financial Markets Administrative Tribunal may not exceed five years.

The Financial Markets Administrative Tribunal may, at the request of the person concerned, lift the prohibition on such conditions as it considers appropriate.

Act respecting the Autorité des marchés financiers, CQLR, c. A-33.2

93. On the request of the Authority or of any interested person, the Tribunal shall exercise the functions and powers assigned to it under this Act, the Act respecting the distribution of financial products and services (chapter D-9.2), the Money-Services Businesses Act (chapter E-12.000001), the Derivatives Act (chapter I-14.01) and the Securities Act (chapter V-1.1).

The Tribunal shall exercise its discretion in the public interest.

The Tribunal may not, when assessing the facts or the law for the purposes of those Acts, substitute its assessment of the public interest for that made by the Authority in making a decision.

94. At the request of the Authority, the Tribunal may take any measure conducive to ensuring compliance with an undertaking given under this Act, the Act respecting the distribution of financial products and services (chapter D-9.2), the Money-Services Businesses Act (chapter E-12.000001), the Derivatives Act (chapter I-14.01) or the Securities Act (chapter V-1.1) or compliance with those Acts.

Act respecting the regulation of the financial sector, CQLR, c. E-6.1

93. The function of the Tribunal is to make determinations with respect to matters brought under this Act and the Acts listed in Schedule I. Except where otherwise provided by law, the Tribunal shall exercise its jurisdiction to the exclusion of any other tribunal or adjudicative body.

The Tribunal shall exercise its discretion in the public interest.

In reviewing a decision rendered by the Authority under the Securities Act (chapter V-1.1) or the Derivatives Act (chapter I-14.01), the Tribunal may not, when assessing the facts or the law for the purposes of those Acts, substitute its assessment of the public interest for that made by the Authority in making a decision.

In this Title, unless the context indicates otherwise, "matters" also includes any application, complaint, contestation or motion, as well as any action falling within the jurisdiction of the Tribunal.

94. At the request of the Authority, the Tribunal may take any measure conducive to ensuring compliance with an undertaking given to the Authority under any of the Acts listed in the first paragraph of section 93 or compliance with those Acts.

Civil Code of Québec

3134. In the absence of any special provision, Québec authorities have jurisdiction when the defendant is domiciled in Québec.

3135. Even though a Québec authority has jurisdiction to hear a dispute, it may, exceptionally and on an application by a party, decline jurisdiction if it considers that the authorities of another State are in a better position to decide the dispute.

3136. Even though a Québec authority has no jurisdiction to hear a dispute, it may nevertheless hear it provided the dispute has a sufficient connection with Québec, if proceedings abroad prove impossible or the institution of proceedings abroad cannot reasonably be required.

3137. On the application of a party, a Québec authority may stay its ruling on an action brought before it if another action, between the same parties, based on the same facts and having the same subject is pending before a foreign authority, provided that the latter action can result in a decision which may be recognized in Québec, or if such a decision has already been rendered by a foreign authority.

3138. A Québec authority may order provisional or conservatory measures even if it has no jurisdiction over the merits of the dispute.

3139. Where a Québec authority has jurisdiction to rule on the principal demand, it also has jurisdiction to rule on an incidental demand or a cross demand.

3140. In cases of emergency or serious inconvenience, Québec authorities may also take such measures as they consider necessary for the protection of a person present in Québec or of the person's property if it is situated there.

3148. In personal actions of a patrimonial nature, Québec authorities have jurisdiction in the following cases:

(1) the defendant has his domicile or his residence in Québec;

(2) the defendant is a legal person, is not domiciled in Québec but has an establishment in Québec, and the dispute relates to its activities in Québec;

(3) a fault was committed in Québec, injury was suffered in Québec, an injurious act or omission occurred in Québec or one of the obligations arising from a contract was to be performed in Québec;

Note: This document is subject to editorial revision before its reproduction in final form in the Canada Supreme Court Reports.

* Brown J. did not participate in the final disposition of the judgment.

[^1]: Amended and renamed the Act respecting the regulation of the financial sector, CQLR, c. E-6.1 (An Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions, S.Q. 2018, c. 23, Part IV) in 2018.

[^2]: The appellants did not file a notice of constitutional question in this Court under the Rules of the Supreme Court of Canada, SOR/2002-156, r. 33(2), presumably because their position is that the C.C.Q. governs whether the FMAT has jurisdiction over them, and thus they did not ask for the Quebec securities scheme to be found constitutionally inapplicable.

[^3]: The preliminary provision of the C.C.Q. was amended on June 1, 2022 by the Act respecting French, the official and common language of Québec, S.Q. 2022, c. 14, to add a reference to the Charter of the French language, CQLR, c. C-11. The preliminary provision is cited here as it read at the time the FMAT decision was rendered.

[^4]: Section 93 was amended in 2018 and now reads: 93. The function of the Tribunal is to make determinations with respect to matters brought under this Act and the Acts listed in Schedule I. Except where otherwise provided by law, the Tribunal shall exercise its jurisdiction to the exclusion of any other tribunal or adjudicative body. The Tribunal shall exercise its discretion in the public interest. In reviewing a decision rendered by the Authority under the Securities Act (chapter V-1.1) or the Derivatives Act (chapter I-14.01), the Tribunal may not, when assessing the facts or the law for the purposes of those Acts, substitute its assessment of the public interest for that made by the Authority in making a decision. In this Title, unless the context indicates otherwise, "matters" also includes any application, complaint, contestation or motion, as well as any action falling within the jurisdiction of the Tribunal. The former version of s. 93, in force at the time when the AMF instituted proceedings before the FMAT, continues to apply to these proceedings under the applicable transitional rules because the provision is substantive (it relates to the FMAT's jurisdiction) and not procedural.

[^5]: The wording of s. 94 was modified in 2018 and now reads: 94. At the request of the Authority, the Tribunal may take any measure conducive to ensuring compliance with an undertaking given to the Authority under any of the Acts listed in the first paragraph of section 93 or compliance with those Acts.

[^6]: The relevant provisions are reproduced in an appendix to these reasons.

[^7]: The preliminary provision was amended in 2022, but I refer to the version that was in force at the time the proceedings before the FMAT were instituted.