Acts and Regulations

S-5.5 - Securities Act

Section 150
Disposition versions

Full text
Liability for misrepresentation when securities offered for sale in reliance on an exemption
2012, c.31, s.8
150(1)Where, in connection with a distribution of securities, securities are offered for sale in reliance on an exemption from section 71 that is provided for under the regulations and that is prescribed by regulation for the purposes of this section or in reliance on an exemption from section 71 provided for in an order made by the Commission under section 80, and where an offering memorandum provided to the purchaser of the securities contains a misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase, and
(a) the purchaser has a right of action for damages against
(i) the issuer,
(ii) the selling security holder on whose behalf the distribution is made,
(iii) every person who was a director of the issuer at the date of the offering memorandum,
(iv) every person who signed the offering memorandum, or
(b) if the purchaser purchased the securities from a person referred to in subparagraph (a)(i) or (ii), the purchaser may elect to exercise a right of rescission against the person referred to in that subparagraph, in which case the purchaser shall have no right of action for damages against the person.
150(2)No person is liable under subsection (1) if the person proves that the purchaser purchased the securities with knowledge of the misrepresentation.
150(3)In an action for damages under subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on.
150(4)Subject to subsections (4.1) and (4.2), all or any one or more of the persons referred to in subsection (1) are jointly and severally liable, and every person who becomes liable to make any payment under this section may recover a contribution from any person who, if sued separately, would have been liable to make the same payment unless the court rules that, in all the circumstances of the case, to permit recovery of the contribution would not be just and equitable.
150(4.1)No person is liable under subsection (1) if the person proves
(a) that the offering memorandum was delivered to purchasers without the person’s knowledge or consent and that, on becoming aware of its delivery, the person gave written notice to the issuer that it was delivered without the person’s knowledge or consent,
(b) that, on becoming aware of any misrepresentation in the offering memorandum, the person withdrew the person’s consent to the offering memorandum and gave written notice to the issuer of the withdrawal and the reason for the withdrawal, or
(c) that, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, the person had no reasonable grounds to believe and did not believe that there had been a misrepresentation or that the part of the offering memorandum did not fairly represent the report, opinion or statement of the expert or was not a fair copy of, or extract from, the report, opinion or statement of the expert.
150(4.2)No person is liable under subsection (1) with respect to any part of an offering memorandum not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert unless the person
(a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation, or
(b) believed that there had been a misrepresentation.
150(4.3)Subsections (4.1) and (4.2) do not apply to the issuer or the selling security holder.
150(4.4)If a misrepresentation is contained in a document incorporated by reference in, or deemed incorporated into, an offering memorandum, the misrepresentation shall be deemed to be contained in the offering memorandum.
150(5)Repealed: 2016, c.18, s.4
150(6)In no case shall the amount recoverable under this section exceed the price at which the securities were offered.
150(7)The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right the purchaser may have at law.
2007, c.38, s.160; 2012, c.31, s.9; 2016, c.18, s.4
Liability for misrepresentation when securities offered for sale in reliance on an exemption
2012, c.31, s.8
150(1)Where, in connection with a distribution of securities, securities are offered for sale in reliance on an exemption from section 71 that is provided for under the regulations and that is prescribed by regulation for the purposes of this section or in reliance on an exemption from section 71 provided for in an order made by the Commission under section 80, and where an offering memorandum provided to the purchaser of the securities contains a misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase, and
(a) the purchaser has a right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made, or
(b) where the purchaser purchased the securities from a person referred to in paragraph (a), the purchaser may elect to exercise a right of rescission against the person, in which case the purchaser shall have no right of action for damages against the person.
150(2)No person is liable under subsection (1) if the person proves that the purchaser purchased the securities with knowledge of the misrepresentation.
150(3)In an action for damages under subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on.
150(4)Subject to subsection (5), all or any one or more of the persons referred to in subsection (1) are jointly and severally liable, and every person who becomes liable to make any payment under this section may recover a contribution from any person who, if sued separately, would have been liable to make the same payment unless the court rules that, in all the circumstances of the case, to permit recovery of the contribution would not be just and equitable.
150(5)An issuer shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer unless the misrepresentation
(a) was based on information that was previously publicly disclosed by the issuer,
(b) was a misrepresentation at the time of its previous public disclosure, and
(c) was not subsequently publicly corrected or superseded by the issuer before the completion of the distribution of the securities being distributed.
150(6)In no case shall the amount recoverable under this section exceed the price at which the securities were offered.
150(7)The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right the purchaser may have at law.
2007, c.38, s.160; 2012, c.31, s.9
Liability for misrepresentation when securities offered for sale in reliance on an exemption
150(1)Where, in connection with a distribution of securities, securities are offered for sale in reliance on an exemption from section 71 that is provided for under the regulations and that is prescribed by regulation for the purposes of this section or in reliance on an exemption from section 71 provided for in an order made by the Commission under section 80, and where an offering memorandum provided to the purchaser of the securities contains a misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase, and
(a) the purchaser has a right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made, or
(b) where the purchaser purchased the securities from a person referred to in paragraph (a), the purchaser may elect to exercise a right of rescission against the person, in which case the purchaser shall have no right of action for damages against the person.
150(2)No person is liable under subsection (1) if the person proves that the purchaser purchased the securities with knowledge of the misrepresentation.
150(3)In an action for damages under subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on.
150(4)Subject to subsection (5), all or any one or more of the persons referred to in subsection (1) are jointly and severally liable, and every person who becomes liable to make any payment under this section may recover a contribution from any person who, if sued separately, would have been liable to make the same payment unless the court rules that, in all the circumstances of the case, to permit recovery of the contribution would not be just and equitable.
150(5)An issuer shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer unless the misrepresentation
(a) was based on information that was previously publicly disclosed by the issuer,
(b) was a misrepresentation at the time of its previous public disclosure, and
(c) was not subsequently publicly corrected or superseded by the issuer before the completion of the distribution of the securities being distributed.
150(6)In no case shall the amount recoverable under this section exceed the price at which the securities were offered.
150(7)The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right the purchaser may have at law.
2007, c.38, s.160
Liability for misrepresentation when securities offered for sale in reliance on an exemption
150(1)Where, in connection with a distribution of securities, securities are offered for sale in reliance on an exemption from section 71 that is provided for under the regulations and that is prescribed by regulation for the purposes of this section or in reliance on an exemption from section 71 provided for in an order made by the Commission under section 80, and where any information relating to the offering provided to the purchaser of the securities contains a misrepresentation, a purchaser who purchases the securities shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase, and
(a) the purchaser has a right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made, or
(b) where the purchaser purchased the securities from a person referred to in paragraph (a), the purchaser may elect to exercise a right of rescission against the person, in which case the purchaser shall have no right of action for damages against the person.
150(2)No person is liable under subsection (1) if the person proves that the purchaser purchased the securities with knowledge of the misrepresentation.
150(3)In an action for damages under subsection (1), the defendant is not liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on.
150(4)Subject to subsection (5), all or any one or more of the persons referred to in subsection (1) are jointly and severally liable, and every person who becomes liable to make any payment under this section may recover a contribution from any person who, if sued separately, would have been liable to make the same payment unless the court rules that, in all the circumstances of the case, to permit recovery of the contribution would not be just and equitable.
150(5)An issuer shall not be liable where it is not receiving any proceeds from the distribution of the securities being distributed and the misrepresentation was not based on information provided by the issuer unless the misrepresentation
(a) was based on information that was previously publicly disclosed by the issuer,
(b) was a misrepresentation at the time of its previous public disclosure, and
(c) was not subsequently publicly corrected or superseded by the issuer before the completion of the distribution of the securities being distributed.
150(6)In no case shall the amount recoverable under this section exceed the price at which the securities were offered.
150(7)The right of action for rescission or damages conferred by this section is in addition to and without derogation from any other right the purchaser may have at law.