In Binance Holdings Limited v. Ontario Securities Commission, the Ontario Court of Appeal allowed an appeal from the pisional Court and found that a summons issued by Staff of the Ontario Securities Commission (“OSC”) to Binance constituted an unreasonable search and seizure contrary to section 8 of the Charter of Rights and Freedoms. The Court of Appeal set aside the summons and ordered that the documents seized be returned to Binance.
While Binance dealt with a summons issued by the OSC, the decision could have broader implications for the propriety of similarly broad document and evidentiary requests by other regulators, including the Canadian Investment Regulatory Organization (“CIRO”).
Background:
Binance concerned a dispute over the scope and constitutional validity of a summons issued by an OSC-appointed investigator. Binance is a crypto trading platform that had failed to comply with requirements imposed by the OSC. This non-compliance, and the OSC’s apparent belief that Binance was also failing to comply with requirements imposed by U.S. securities regulators, resulted in the OSC opening an investigation and issuing a summons.1 Binance challenged the constitutional validity of the summons, alleging that it contravened Section 8 of the Charter in that it constituted an unreasonable seizure.2 Additionally, Binance alleged that the summons went beyond the authority provided by the Ontario Securities Act,3 which empowers investigators to compel testimony and the production of “documents and other things”.4
The summons purported to require that Binance search for, and produce to OSC Staff, an extremely broad range of documents. It essentially demanded all communications regarding Ontario or Canada made or received by anyone associated with Binance during the relevant time. It also appeared to request answers to specific requests for information, as opposed to evidence or testimony. For example, the summons demanded that Binance provide a description of the methodology it used to determine the number of Ontario accounts on the platform and the total fees and revenue earned on them.5
Binance sought judicial review of the summons before the pisional Court, and it also sought rulings on the constitutional validity of the summons from the Capital Markets Tribunal and from the OSC itself. None of these adjudicative bodies fully addressed Binance’s constitutional arguments. Binance launched appeals from the pisional Court and OSC decisions, which were joined and referred to the Court of Appeal.6
The Ontario Court of Appeal Decision:
The Court of Appeal held that the pisional Court erred in exercising its discretion to decline to review the constitutional arguments raised by Binance. The Court found that the pisional Court did not sufficiently explore whether Binance had an alternative path to obtaining relief, and if so, whether such relief would have been adequate in the circumstances.7
The Court then determined the constitutional validity of the summons on its own, finding that the summons is unconstitutional because it constituted an unreasonable search and seizure. The Court found that as the holder of business records pertaining to a highly regulated industry, Binance had a low expectation of privacy in such records.8 However, the Court also stated that regulatory bodies like the OSC must still show that the documents referred to in a summons are relevant to the investigation being conducted.9 In this case, the Court concluded that the summons was “staggering in its breadth”, and therefore overbroad, as the requests did not link the OSC’s demands to the investigation.10
With regard to Binance’s argument that the summons went beyond the scope of the authority granted to investigators under the Securities Act by effectively compelling written answers, the OSC conceded during the hearing that Binance would only have to provide existing documents. The Court therefore stated that there was no need to determine this issue.11 However, the Court expressed disapproval (arguably in obiter) of the language used in the summons, stating that the summons could only be interpreted as demanding that Binance provide information regardless of whether or not it was contained in existing documents.12 The Court appeared to view the OSC’s explanation of the intended scope of the summons as being inconsistent with its wording.
Key Takeaways:
- Regulatory bodies like the OSC exercising compelled production powers must show that they have a foundation to believe that the documents sought may be relevant to an investigation, even where the subject of the investigation has a low expectation of privacy.
- Summons issued pursuant to section 13 of the Securities Act should not purport to compel production of written answers, and should be limited to demanding existing documents (although in this case, the Court did not address this issue head-on and its comments are arguably obiter).
- Binance could have implications for self-regulatory organizations such as CIRO, who exercise powers of compulsion similar to the OSC, particularly in light of statutory changes to CIRO’s powers in 2025 which could attract Charter protections. However, the application of Binance to CIRO’s powers remains an open question potentially to be determined in a future case.
On May 21, 2026, the Supreme Court of Canada granted leave to appeal the decision in Binance. The Supreme Court will be able to provide the final say on what standard government actors must meet when seizing documents in the regulatory context.13
Footnotes
1. Binance Holdings Limited v Ontario Securities Commission, 2025 ONCA 751, at paras 4-11.
2. Ibid at para 2.
3. Ibid at para 110.
4. Ontario Securities Act, RSO 1990 c S.5 at s. 13(1).
5. Binance Holdings Limited v Ontario Securities Commission, 2025 ONCA 751, at paras 11-14.
6. Ibid at paras 2-3.
7. Ibid at para 67.
8. Ibid at paras 32-26.
9. Ibid at para 96.
10. Ibid at paras 81, 101-103 and 109.
11. Ibid at paras 111 and 113.
12. Ibid at para 113.
13. Ontario Securities Commission v Binance Holdings Limited,2026 CanLII 47886 (SCC)
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