Open Season? Reviewing Recent Decision In Binance Class Action

The recent Lochan v Binance Holdings Limited 2025 ONCA 221 decision from Ontario's Court of Appeal highlights potential theories of liability that crypto asset trading platforms ("CTPs") might face from users in class actions based on securities law prospectus requirements. While these theories remain untested on the merits, the Court held that they are not clearly doomed to fail and appear consistent with the investor protection purpose of securities law.

The Allegations

Binance never registered with the Ontario Securities Commission ("OSC") to engage in the business of trading in securities and did not file or deliver a prospectus to users who purchased cryptocurrency derivatives, which were contracts that derived their value based on the price movement of cryptocurrencies ("Cryptocurrency Derivatives"). Even though Binance discontinued operations in Ontario, it remains the target of an ongoing formal investigation by the OSC for, among other things,