William Jones

The respondent Silvio Serrano brought a motion and application seeking disclosure of a Confidential Order and related reasons that authorized redactions to transcripts of a co-respondent's compelled interview.

Prior to the hearing on the merits, the term of the Commissioner who had presided over preliminary procedural matters expired, and a new panel was assigned.

Serrano brought a motion challenging the new panel's jurisdiction, arguing the original Commissioner's term should be extended under s. 4.3 of the SPPA or the matter heard de novo.

The Commission dismissed the panel composition motion, finding the original Commissioner only made procedural rulings and did not participate in the merits, so s. 4.3 did not apply and procedural fairness was not breached.

On the disclosure motion, the Commission ordered that the respondents be provided with redacted versions of the Confidential Order and Reasons, as well as information regarding the legal basis for the redactions, balancing the need for procedural fairness with the interests protected by the confidentiality.

In an enforcement proceeding, the respondent Serrano brought a motion seeking disclosure of a Confidential Order and related reasons that redacted portions of a co-respondent's compelled interview transcripts.

Staff argued they were legally prohibited from identifying information relating to the Confidential Order and proposed an ex parte, in camera hearing to make submissions.

The Commission held that it had the inherent authority to control its own procedure and ordered a confidential phase of the hearing.

To address the inherent fairness concerns of excluding the respondents, the Commission appointed an amicus curiae to represent the interests of justice during the confidential phase.

The plaintiff, Business Development Bank of Canada (BDC), moved for summary judgment against VDF Wine Importers Inc. (VDF) on a loan agreement and against Natale Santelli on a personal guarantee.

VDF was noted in default.

Santelli opposed, arguing the guarantee was incomprehensible and unconscionable due to his limited education and BDC's failure to ensure independent legal advice (ILA), especially given his mistaken belief of being VDF's owner, director, or officer.

The court found no genuine issue for trial, holding that VDF breached the loan agreement and the guarantee was enforceable.

The court rejected Santelli's unconscionability and non est factum arguments, noting he was a shareholder at the time of the guarantee and his subjective understanding or subsequent discovery of his corporate role did not invalidate the clear terms of the guarantee.

BDC's internal policy on "knowing your client" was not a basis to void the guarantee.

Judgment was granted to BDC for the outstanding loan amount plus interest and costs.