In Ontario Securities Commission v. MRS Sciences Inc. et al., the Ontario Court of Appeal dismissed an appeal from the decision of the Divisional Court and maintained that, with respect to the two phases of an Ontario Securities Commission ("OSC") proceeding, namely merits and sanction hearings, both hearings need not be presided over by the same decision-makers.
In 2007, the OSC issued a notice of hearing against MRS Sciences and certain individuals ("MRS") alleging various breaches of the Securities Act arising from the selling of shares in a venture fund. A merits hearing took place in 2009, with a decision released in February 2011 by the panel to the effect that MRS had sold securities without being registered as a dealer and traded without a prospectus. Following the merits decision, the terms of the panel members expired. The OSC accordingly gave notice of the composition of a new panel for the sanctions hearing. Following MRS objections and an application for judicial review that was quashed, a sanction hearing was ultimately held and the sanctions panel released a decision in June, 2014 levying certain penalties on MRS.
MRS appealed from the sanctions decision to the Divisional Court, where the panel was unanimous that the OSC decision should be reviewed on a reasonableness standard, yet split on the outcome. The majority held that the OSC's interpretation of the conduct of its proceedings was reasonable, and accordingly dismissed the appeal.
On appeal to the Ontario Court of Appeal, the Court agreed with the proposition that each hearing is a distinct quasi-judicial proceeding that may presided over by different decision-makers where warranted by the circumstances. In addition, the Court maintained that the standard of review of the administrative body's decision was that of reasonableness, with deference to the OSC regarding its allocation of adjudicative resources.
Lastly, the submission that constituting a different sanctions panel was procedurally unfair or a breach of natural justice was rejected. The referral of a matter to a different tribunal panel for a decision on penalty is not an uncommon practice for quasi-judicial statutory bodies.
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