The Ontario Court of Justice recently released a noteworthy
decision considering the definition of "security" under
the Ontario Securities Act (the Act). In Ontario
(Securities Commission) v Tiffin1
(Tiffin), the accused was charged with three offences
under the Act for issuing a number of promissory notes while
prohibited from trading in securities. Under the Act, security is
defined to include "a bond, debenture, note or other evidence
of indebtedness." The primary issue before the court was
whether the notes fell within that definition, or were instead
private loan agreements not subject to its application.
The court applied the United States Supreme Court decision in
Reves v Ernst & Young2 (Reves) in
finding that, although the notes were presumptively securities
under the Act, they did not meet the overall statutory definition
of security. The court held that neither the statutory goals set
out at section 1.1 of the Act, nor the circumstances of the
particular
