Gordon Capital Corp. v. Ontario Securities Commission, (1991) 50 O.A.C. 258 (DC)

• Judge: Craig, Holland and Carruthers, JJ.
• Court: Ontario Court of Justice General Division (Canada)
• Case Date: May 24, 1990
• Jurisdiction: Ontario
• Citations: (1991), 50 O.A.C. 258 (DC)

Gordon Capital v. Securities Comm. (1991), 50 O.A.C. 258 (DC)

MLB headnote and full text

Gordon Capital Corporation (appellant) v. Ontario Securities Commission (respondent)

(No. 552/90)

Indexed As: Gordon Capital Corp. v. Ontario Securities Commission

Ontario Court of Justice

Divisional Court

Craig, Holland and Carruthers, JJ.

June 13, 1991.

Summary:

After a hearing, the Ontario Securities Commission (OSC) found that Gordon Capital had violated "all of Ontario's take-over bid rules as well as the insider report­ing rules". The OSC ordered, as a condition of its registration as an investment dealer, that Gordon cease trading for a period of ten days. Gordon appealed.

The Ontario Divisional Court dismissed the appeal.

Civil Rights - Topic 8545

Canadian Charter of Rights and Free­doms - Interpretation, particular phrases - Charged with an offence (s. 11) - After a hearing the Ontario Securities Commission ordered that an investment dealer cease trading for a period of ten days (the dealer had violated several of the commission's rules) - The dealer raised the defence of due diligence - The Ontario Divisional Court affirmed that such a defence was not available to the dealer because the dealer was not charged with an offence - The court stated that Gordon's intent was not relevant to the commission's exercise of its regulatory powers - See paragraphs 24 to 35.

Securities Regulation - Topic 1242

Regulatory commissions - Powers - Pub­lic interest - Section 26(1) of the Securi­ties Act, R.S.O. 1980, c. 466, empowered the Ontario Securities Commission to "suspend ... or reprimand" a registrant "in the public interest" - The Ontario Divi­sional Court stated that the commission's discretion in defining "in the public inter­est" is limited only by the general purpose of the Act - See paragraph 37.

Securities Regulation - Topic 1247

Regulatory commissions - Powers - Cease trading orders - [See Civil Rights - Topic 8545 ].

Cases Noticed:

R. v. Sault Ste. Marie (City), [1978] 2 S.C.R. 1299; 21 N.R. 295; 85 D.L.R.(3d) 161 (S.C.C.), refd to. [para. 9].

CTC Dealer Holdings Ltd. et al. v. Ontario Securities Commission et al. (1987), 21 O.A.C. 216; 37 D.L.R.(4th) 94 (Ont. Div. Ct.), refd to. [para. 24].

Southern Brokerage & Holdings Co. Inc. et al., Re, [June 1967] O.S.C.B. 4 (Ont. C.A.), refd to. [para. 26].

Securities Commission and Mitchell, Re, [1957] O.W.N. 595 (C.A.), refd to. [para. 26].

Barry and Brosseau v. Alberta Securities Commission (1986), 67 A.R. 222; 25 D.L.R.(4th) 730 (Alta. C.A.), affd. 96 A.R. 241; 93 N.R. 1; [1989] 1 S.C.R. 301, refd to. [para. 28].

R. v. Wigglesworth, [1987] 2 S.C.R. 541; 81 N.R. 161; 61 Sask.R. 105; 45 D.L.R.(3d) 235, refd to. [para. 28].

Harmatiuk v. Pasqua Hospital (1987), 56 Sask.R. 241; 25 Admin. L.R. 157 (C.A.) refd to. [para. 28].

W.D. Latimer Co. Ltd. v. Bray (1973), 2 O.R.(2d) 391 (Div. Ct.), affd. 6 O.R.(2d) 129 (C.A.) refd to. [para. 37].

Statutes Noticed:

Securities Act, R.S.O. 1980, c. 466, sect. 26(1) [para. 2].

Counsel:

J.E. Sexton, Q.C., J.M. Freedman and A.J. Stitt, for the appellant;

D. O'Connor, Q.C., and J. Douglas, for the respondent.

This appeal was heard by Craig, Holland and Carruthers, JJ., of the Ontario Divisional Court on May 24, 1990. The decision of the court was delivered by Craig, J., on June 13, 1991.