Canada: Summary Of Société Financière Manuvie v. Dominic D’Alessandro And Others

Last Updated: December 31 2014
Article by Sean Griffin, Mason Poplaw and Céline Legendre

Most Read Contributor in Canada, September 2018

Confidential, but relevant: documents provided to OSFI must be communicated

A.          Overview of the Appeal

The appellant Manulife appealed against an interlocutory judgment rendered on May 7, 2014 by the Superior Court, District of Quebec (Justice Alicia Soldevila), dismissing its objection to the communication of documents based on an alleged statutory immunity found at sections 2 and 3 of the Supervisory Information (Insurance Companies) Regulations (SOR/2001-56) (the "Regulation"). Justice Soldevila thus ordered the communication of four (4) non-redacted documents and fifty-seven (57) other documents, mainly on the basis that notwithstanding their "confidential nature", these documents appeared relevant to the issues to be debated on the merits.

In reasons by Justice Bélanger in which Justice Gagnon concurred, the Court of Appeal dismissed the appeal, with costs and confirmed the Superior Court's decision ordering the communication of the documents. .

In dissent, Justice Morin would have allowed the appeal and allowed the objection raised by the appellant in respect to the communication to MEDAC of information contained in sixty three (63) documents, with costs against MEDAC.

B.          The Context of the Appeal

The respondents, the Mouvement d'éducation et de défense des actionnaires (MEDAC) and Marc Lamoureux, were authorized to file a class action against the appellant Manulife and some of its officers, for alleged breaches of continuous disclosure obligations and for false and/or misleading representations on the secondary market relative to guaranteed insurance products and internal risk management policies.

In the context of examinations after defence, the appellant made an objection, pursuant to sections 2 and 3 of the Regulation, with regard to the communication of sixty-three internal documents that contained information regarding the supervision of Manulife by the Office of the Superintendent of financial institutions ("OSFI") during the financial crisis.

The trial judge determined that the Regulations provided only an obligation of confidentiality and did not provide for a statutory immunity. She therefore dismissed the objection raised by the appellant and ordered the communication to respondents of the documents at issue.

The appeal thus raised the question of whether sections 2 and 3 of the Regulation provide for specific and absolute prohibition on disclosure of supervisory information in the context of litigation or if these sections rather enunciate a simple statutory obligation of confidentiality.

C.          The Majority's Decision

After setting out the general legal principles applicable to the  communication of documents under Quebec civil law, Justice Bélanger provided an overview of the legislative context surrounding the Regulation. In 2001, sections 2 and 3 were enacted to limit the communication of supervisory information. Justice Bélanger noted that while the Regulation provided for a prohibition on communicating supervisory information, certain exceptions were stipulated. As such, she did not believe that the Regulation created an absolute prohibition on disclosure. She noted that it is not because a legislative provision qualifies the nature of information or documents as "confidential" that it follows that the legislator sought to impose an absolute prohibition on disclosure, including disclosure in the context of litigation.

In addition, in 2012 the legislator amended the Office of the Superintendent of Financial Institutions Act  to add section 39.1, which created a complete immunity from disclosure for the Superintendent and the members of the staff. Justice Bélanger observed that this immunity was in addition to the statutory obligation of confidentiality that was already provided since 2001. Therefore, the 2012 amendment did not modify the confidentiality obligation imposed on companies such that it became an absolute prohibition on disclosure. Justice Bélanger noted that if this had been the intention of the legislator, it would have been clear from the statute itself. The legislator's sole objective through this amendment was to prevent the Superintendent and his staff from being summoned to appear in court. No such immunity was provided to companies subject to the Regulation.

Justice Bélanger also noted that the parties had already put in place a confidentiality agreement regarding the documents at issue, and that there was no indication that these measures were insufficient to maintain confidentiality.

D.          The Dissent

In dissenting reasons, Justice Morin saw nothing in the applicable legislative provisions that would allow him to conclude that there was a relative obligation not to disclose information regarding the supervision of the Superintendent of Financial Institutions. Rather, this prohibition on disclosure was absolute, and applied to all supervisory information.

E.         Takeaways

The Cour of Appeal reiterates the general principle according to which relevant information and documents must be disclosed in the context of litigation, despite such information or documents being confidential by means of the law or otherwise.  It is important to note that the Court of appeal did appreciate the fact that the parties had concluded a confidentiality agreement that provided sufficient parameters to protect the confidential information that was to be disclosed to Respondents. Such confidentiality agreements are an interesting and oftentimes necessary tool to limit the disclosure of confidential documents  to the parties and protect the information from being leaked to the public at large.


1 Société financière Manuvie c. D'Alessandro, 2014 QCCA 2332

To view original article, please click here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions