CANADA Trends and Developments Contributed by: David Gadsden, John Pirie, Brendan O’Grady and Anton Rizor, Baker McKenzie
Separately, even when a court has jurisdiction over a case, a court may stay the proceeding based on the common law doctrine of forum non conveniens, which is a discretionary remedy that is adopted when an alternative court would be a more appropriate venue to try the proceeding. In Shirodkar v Coinbase Global, Inc , 2025 ONCA 298 , the Ontario Court of Appeal upheld the dismissal and stay of a proposed class action against Coinbase entities, finding that Ontario lacked jurisdiction over the non-Canadian defendants and that Ireland was the more appropriate forum for the remaining claims. The Ontario Court of Appeal clarified the jurisdictional limits of Ontario courts over international digital asset platforms and confirmed that mere access to the plat- form from Ontario does not establish jurisdiction. In this case, the appellant sought to certify a class action against Coinbase, an online cryptocurrency trading platform, and its subsidiaries. The appellant alleged that the respondents failed to comply with dis- closure and registration requirements under Ontario’s securities legislation. The appellant commenced the action against the respondent Canadian entity and several non-Canadian entities. The court of first instance dismissed the action against the non-Canadian entities, finding that Ontario lacked jurisdiction over these defendants. Although the court had jurisdiction over the Canadian defend- ant, it stayed the action against it based on forum non conveniens, concluding that Ireland was the more appropriate forum. On appeal, the appellant argued that the motion judge incorrectly interpreted a Canadian user agreement between the appellant and the Canadian Coinbase entity. The user agreement contained a governing law and dispute resolution clause in favour of Ontario. The appellant claimed that the Canadian user agreement retroactively conferred jurisdiction over all Coinbase entities (Canadian and non-Canadian). The Ontario Court of Appeal rejected this argument, agreeing with the motion judge that the agreement only bound Coinbase Canada and its users, and did not extend to non-signatory Coinbase entities.
The Ontario Court of Appeal also upheld the lower court’s decision to decline to assume jurisdiction over the non-Canadian entities. Applying the Club Resorts Ltd v Van Breda framework, the Ontario Court of Appeal considered whether there was a “real and sub- stantial connection” between Ontario and the subject matter of the litigation. The appellant relied on two presumptive connecting factors: (i) that the respond- ents carried on business in Ontario, and (ii) that they committed a statutory tort in Ontario by failing to com- ply with Section 71 (1) of the Securities Act. The Court of Appeal endorsed the lower court’s finding that none of the non-Canadian respondents carried on busi- ness in Ontario. Similarly, with regard to the statutory tort, the Court of Appeal agreed that the appellant’s access to the Coinbase platform from Ontario was the only viable presumptive connecting factor because all other relevant factors occurred outside Canada (the purchase of the alleged securities took place in Ireland, the contractual relationship was formed in Ireland, the server infrastructure was located outside Ontario, etc). In so far as the appellant’s access to the trading platform in Ontario constituted a presumptive connecting factor, the Ontario Court of Appeal agreed with the lower court that the respondents had rebut- ted the presumption arising from that “weak connec- tion”, endorsing the lower court’s reasoning that “[i]f the [appellant]’s choice to use his home computer in Ontario to conduct trades on the Coinbase Platform were sufficient to ground jurisdiction, every jurisdiction in the world where anyone purchased digital assets on the Coinbase Platform would also have jurisdiction. This universal jurisdiction is exactly what our courts have cautioned against.” With respect to the Canadian entity, the Ontario Court of Appeal upheld the lower court’s decision to stay the action based on forum non conveniens. The appellant had never transacted through the Canadian entity, and the Ontario Court of Appeal concluded that allowing the claim to proceed in Ontario would risk duplicative proceedings and inconsistent outcomes. The motion judge had accepted expert evidence that Irish courts could adjudicate the claims, even though Ireland does not have a class action regime. Finally, the Court rejected the appellant’s argument that the online nature of Coinbase’s operations justi-
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