Court of Appeal Reiterates Importance of Pleading Particulars of Fraud

Andrew Ottaway, B.A. (Hons.), LL.B.Appeals, Appellate Advocacy, Civil Litigation, Contract Disputes, Fraud, Partnerships and Shareholder Disputes0 Comments

In Midland Resources Holding Limited v. Shtaif, 2017 ONCA 320, the trial judge found the appellants liable to a company’s shareholders for fraudulent misrepresentations before and after an initial public offering (IPO).  On appeal, the appellants argued that the trial judge erred in finding liability based on the IPO-related statements because the respondents did not plead or argue at trial that such statements amounted to fraudulent misrepresentations.

The Court of Appeal stated that a pleading of fraud or misrepresentation must set out with careful particularity the elements of the misrepresentation relied upon, including:

  1. the alleged misrepresentation itself;
  2. when, where, how, by whom and to whom it was made;
  3. its falsity;
  4. the inducement;
  5. the intention that the plaintiff should rely upon it;
  6. the alteration by the plaintiff of his or her position relying on the misrepresentation;
  7. the resulting loss or damage to the plaintiff; and
  8. if deceit is alleged, an allegation that the defendant knew of the falsity of his statement.

The Court of Appeal overturned the trial judge’s finding of liability in respect of the IPO-related statements.

The lawyers at Gilbertson Davis have experience in civil fraud litigation and fraudulent misrepresentation actions and in the defence of those claims.  Please contact us for an initial consultation.


Brief informational summaries about insurance litigation and commercial litigation matters in the courts of Ontario and Canada are periodically published on our website. Please note that our website content is for informational purposes only, and should not be construed or relied upon to provide legal advice. If you require legal advice, please request an initial consultation with Gilbertson Davis LLP using the Request Consultation Form on this webpage or by contacting our Intake Coordinator on (416) 979-2020, ext. 223 (both subject to the Terms of Use described on our Contact page).

About the Author
Andrew Ottaway, B.A. (Hons.), LL.B.

Andrew Ottaway, B.A. (Hons.), LL.B.

Practitioner in civil and commercial litigation. Appeared as counsel before the Superior Court, the Court of Appeal of Ontario, and the Financial Services Commission of Ontario. Bio | Contact

Leave a Reply

Your email address will not be published. Required fields are marked *