The Ontario Court of Appeal's recent decision in Shirodkar v. Coinbase Global, Inc., 2025 ONCA 298, provides important guidance on the limits of Ontario courts' jurisdiction over international digital asset platforms. Shirodkar underscores that mere access to a global internet platform from Ontario is not enough to ground jurisdiction over foreign corporate defendants.
Background
Coinbase operates one of the world's largest online platforms for the transaction of digital assets, such as cryptocurrency and cryptocurrency contracts. The appellant sought to certify a class action on behalf of Canadian users, alleging that Coinbase entities failed to comply with disclosure and registration requirements under the Ontario Securities Act and other provincial securities statutes. The claim was advanced against four Coinbase entities: Coinbase Global, Inc. (the parent company domiciled in Delaware), Coinbase Inc. (a subsidiary domiciled in Delaware), Coinbase Europe Limited (a subsidiary domiciled in Ireland), and Coinbase Canada Inc. (a subsidiary domiciled in Canada).
The appellant's relationship with Coinbase was governed by a series of user agreements entered into with different Coinbase entities over several years. His transactions on the platform occurred while he was resident in both France and Ontario, but at all material times prior to 2023, his counterparties were non-Canadian Coinbase entities. It was only in 2023, after the commencement of the litigation and two years after his last transaction, that he accepted a new user agreement with Coinbase Canada, which included a non-exclusive forum selection clause in favour of Ontario courts.
The respondents brought a motion to dismiss or stay the action on jurisdictional grounds. At the jurisdiction motion, the appellant alleged that Ontario had jurisdiction over the non-Canadian Coinbase entities because the Coinbase entities carried on business in Ontario and the statutory tort alleged in the claim.
The motion judge found that Ontario courts lacked jurisdiction over the non-Canadian Ccinbase entities, as they did not carry on business in Ontario and were not parties to the Canadian user agreement. Although the motion judge found that Ontario courts had jurisdiction over Coinbase Canada, the judge stayed the action against the entity on the basis that Ireland was the more appropriate forum for the dispute, given that the relevant transactions occurred through Coinbase Europe and not Coinbase Canada.
The Court of Appeal's decision
The Court of Appeal upheld the motion judge's decision, addressing three principal issues: (1) whether the Canadian user agreement conferred jurisdiction over all Coinbase entities (2) whether Ontario had a real and substantial connection to the claims and (3) whether Ontario was the appropriate forum for the action.
1. Scope of the Canadian user agreement and consent-based jurisdiction
On appeal, the appellant argued that the 2023 Canadian user agreement, which contained a non-exclusive forum selection clause in favour of Ontario, retroactively conferred jurisdiction over all Coinbase entities for disputes arising from prior transactions.
The Court of Appeal rejected this argument, holding that the agreement was only between Coinbase Canada and its users, and did not purport to bind the non-Canadian Coinbase entities. The Court agreed with the motion judge's finding that the language of the agreement, when read in context, made clear that only Coinbase Canada was a party to the forum selection clause. Had Coinbase Canada intended to bind other group companies, the agreement would have expressly referred to disputes with the broader "Coinbase Group," a defined term in the contract.
The Court of Appeal also dismissed the suggestion that the intertwined nature of the Coinbase entities' operations or their dealings with Canadian securities regulators amounted to consent to Ontario's jurisdiction. A forum selection clause in a contract does not, by itself, ground jurisdiction over non-signatory affiliates.
2. Real and substantial connection: the Van Breda test
The Court of Appeal upheld the motion judge's finding that there was no presence-based jurisdiction over the non-Canadian Coinbase entities. The appellant advanced two presumptive connecting factors under the Van Breda test: that the defendants carried on business in Ontario, and that a statutory tort was committed in Ontario.
The Court of Appeal found that the only connection to Ontario alleged by the appellant — besides his damages — was his access to the Coinbase platform from his computer in Ontario. The Court held that access to a global internet platform from Ontario is, at best, a "weak presumptive connecting factor". If such access were sufficient, any jurisdiction in the world where a user accessed the platform could claim jurisdiction, leading to universal jurisdiction — an outcome Canadian courts have cautioned against. The Court of Appeal further noted that the relevant transactions, contractual relationships, and platform infrastructure were all located outside Ontario, and the mere fact that the plaintiff suffered damages in Ontario was not a presumptive connecting factor.
The Court of Appeal also rejected the appellant's argument that the interconnectedness of the Coinbase entities should allow the court to assert jurisdiction over all of them without a separate analysis for each. Unlike cases involving a single controlling mind or allegations of conspiracy or fraud, the Coinbase entities occupied distinct roles within the group structure, and the Van Breda analysis had to be applied individually.
3. Forum non conveniens: Ireland as the preferable forum
The Court of Appeal also agreed with the motion judge that Ireland was the more suitable forum, as the appellant's transactions were conducted through Coinbase Europe, and the relevant activities occurred outside Ontario.
The Court of Appeal was not persuaded by the appellant's argument that the absence of a class action regime in Ireland amounted to a denial of access to justice. The Court reiterated that, in the context of securities litigation, comity and the principle that litigation should take place where the transaction occurred, are paramount. A perceived loss of juridical advantage does not outweigh the importance of comity in the forum non conveniens analysis.
The Court also distinguished the case from Lochan v. Binance Holdings Limited, where an Ontario court declined to enforce a forum selection clause due to unconscionability and public policy concerns. The Court held that, in Lochan, there was evidence that enforcing the forum clause would be unconscionable and contrary to public policy, including the facts that: (i) users were required to accept Binance's proposed terms of use, including the arbitration clause, within 30 seconds of seeking to open an account on the platform (ii) the arbitration clause gave Binance the unilateral right to modify its terms (iii) Binance changed the forum of the arbitration and governing law several times during the proposed class period, including one time to an "unspecified location, under unspecified law, under unspecified administration and rules" and (iv) submitting a dispute to the last forum for arbitration set by Binance, in Hong Kong, would cost the average user $36,000. In Shirodkar, there was no evidence that proceeding in Ireland would be unfair or contrary to public policy.
Final thoughts on implications and considerations
Shirodkar provides some welcome reinforcement for global businesses and their counsel that Ontario courts will not extend their reach over foreign defendants, absent a clear and substantial connection to the province. Simply accessing a global internet platform from Ontario should not, on its own, establish a 'sufficient' connection to Ontario to ground adjudicative jurisdiction over foreign corporate defendants.
The Court of Appeal decision also emphasized that user agreements containing forum selection clauses will only bind the parties to those agreements and will not automatically extend to related corporate entities unless the contract language is explicit. Moreover, the interconnectedness of companies within a corporate group does not relieve the court of its obligation to assess jurisdictional factors for each defendant individually. For international digital platforms, the decision underscores the importance of clear contractual terms and careful structuring of group operations.
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