In Autorité des marchés financiers v. Beausoleil, 2026 QCTMF 54, the Financial Markets Administrative Tribunal (the “Tribunal”) recently dismissed a request for particulars by one of the defendants in the context of proceedings filed by the Autorité des marchés financiers (the “AMF”) (i.e., the Québec’s securities regulator) involving alleged market manipulation schemes relating to the securities of two reporting issuers.
This defendant is facing the imposition of an administrative penalty totaling $10 million for various alleged contraventions to the Québec Securities Act, including a $2 million penalty for alleged breaches of section 148, namely the illegal exercise of dealer and adviser activities. The particulars sought were aimed at obtaining from the AMF a breakdown of the $2 million penalty, specifically the details of the calculation method with respect to the number of contraventions and individuals involved.
The Tribunal concluded that the AMF had already provided sufficient information regarding the alleged contraventions through its detailed originating application, numerous exhibits, and prior responses to requests for particulars, enabling the defendant to understand the facts alleged against him and to prepare a full and complete defence. According to the Tribunal, the breakdown or precise calculation method of the penalty amount falls more within the realm of legal argument and the assessment of quantum on the merits than a factual element necessary for the exercise of a full and complete defence.
Takeaways
Although the request for particulars was dismissed in this case, it is noteworthy that the Tribunal reiterated the importance of the principles of natural justice and procedural fairness applicable to administrative tribunals, which include the right for a party to be informed of the facts alleged against it and to prepare a full and complete defence. While the AMF’s originating application must normally “specify the conclusions sought and set out the grounds invoked in support of them”[1] and contain “a statement of the facts and reasons for the application, including the alleged violation or alleged acts”[2], procedural fairness sometimes requires that particulars be ordered.
The Tribunal also expressed the view that the principles recognized in its prior decisions rendered in the context of document disclosure requests were equally applicable to requests for particulars, and noted that its Rules of evidence and procedure provide for a basis specific to ordering particulars, namely section 53 which states, in part, that “[t]he Tribunal may require a party to explain or clarify the party’s contentions in writing”.
[1] Section 100 of the Act respecting the regulation of the financial sector, chapter E-6.1.
[2] Section 18 of the Rules of evidence and procedure of the Financial Markets Administrative Tribunal, E-6.1, r. 0.3.