Accessing a Global Internet Platform from Ontario is not Enough to Assert Jurisdiction says the Court of Appeal for Ontario

In Shirodkar v. Coinbase Global, Inc., 2025 ONCA 298, the Court of Appeal for Ontario upheld the dismissal and stay of a cryptocurrency securities class action. Crucially, the Court of Appeal found “that access to a global internet platform from Canada is” neither sufficient for jurisdiction over non-Canadian corporate entities nor enough to make Ontario the convenient forum for the sole Canadian corporate entity over which the court had jurisdiction. The Court of Appeal’s reasons are also instructive for their interpretation of user agreements and analysis of the test for jurisdiction applied to multiple related corporate entities.

Background

Coinbase Global, Inc., Coinbase Inc., and Coinbase Europe Limited (collectively, the “Non-Canadian Coinbase Entities”) provided a digital marketplace for users to buy and sell digital assets with other users. Initially, Coinbase Canada Inc. (“Coinbase Canada”) existed for the sole purpose of employing individuals in Canada working on Coinbase’s global operations, but it began offering user services to Coinbase users in Canada in 2023.

The plaintiff commenced this proposed class action on behalf of everyone in Canada who entered into crypto rights contracts or transacted in tokens with the Non-Canadian Coinbase Entities or Coinbase Canada. He asserted (i) the crypto rights contracts and tokens sold through the Coinbase trading platform were securities under the Ontario Securities Act, R.S.O. 1990, c. S. 5 and (ii) Non-Canadian Coinbase Entities and Coinbase Canada failed to comply with the requirements of the Securities Act.

The Non-Canadian Coinbase Entities and Coinbase Canada moved to dismiss or stay the proposed class action, asserting that Ontario was either without jurisdiction or in the alternative an inconvenient forum. The motion judge found that Ontario did not have jurisdiction and was not a convenient forum, concluding that:

• Coinbase Canada’s 2023 user agreement including a non-exclusive choice of forum clause in favour of Ontario did not retroactively confer jurisdiction over the plaintiff’s earlier transactions with the Non-Canadian Coinbase entities;
• Access to a global internet platform is not, on its own, sufficient to confer Ontario with presumptive jurisdiction over the claims against the Non-Canadian Coinbase entities; and
• While Ontario’s courts have jurisdiction over Coinbase Canada, it had no involvement with the transactions giving rise to the plaintiff’s claims that should be tried together in Ireland, and so Ontario is not the convenient forum.

All three issues were appealed. The Court of Appeal upheld the motions judge’s findings.

(1) The User Agreements did not Confer Consent-Based Jurisdiction

Over several years, the plaintiff had entered into three user agreements with the Non-Canadian Coinbase Entities, one of which specified that the agreement is governed by the “non-exclusive jurisdiction of the Irish courts”. These agreements encompassed the entire time that the plaintiff was active in conducting transactions on Coinbase. In 2023, after the plaintiff commenced his claim and two-years after his last transaction on Coinbase, the plaintiff accepted a fourth user agreement with Coinbase Canada that included a non-exclusive choice of forum clause in favour of Ontario.

In a reversal of the norm, the plaintiff’s primary argument on appeal was that Coinbase Canada’s choice of forum clause conferred non-exclusive, consent-based jurisdiction to Ontario courts . The plaintiff argued that Coinbase Canada’s user agreement applied while Coinbase Canada and the Non-Canadian Coinbase entities argued that its user agreement did not.

The Court of Appeal upheld the motion judge’s finding that reading Coinbase Canada’s user agreement as a whole, the forum selection clause did not confer  jurisdiction over the Non-Canadian Coinbase entities.  

(2) Ontario does not have Presumptive Jurisdiction

Notwithstanding the Court’s conclusion on consent-based jurisdiction, the plaintiff argued that its assertion of a statutory tort under the Ontario Securities Act confers Ontario with presumptive jurisdiction following the test from Club Resorts Ltd. v. Van Breda, 2012 SCC 17.

The Court of Appeal for Ontario reviewed the elements of the plaintiff’s claim and concluded that none were a connecting factor to Ontario except that he accessed Coinbase’s platform from an Ontario computer. The Court of Appeal agreed with the motion judge that “access to a global internet platform from Canada is, at best, a weak presumptive connecting factor” (para. 54). To find that any jurisdiction in the world where anyone has ever purchased digital assets on the Coinbase Platform would have jurisdiction over a claim would result in universal jurisdiction, contrary to what courts in Canada caution against.

The plaintiff also argued that the interrelatedness between the Non-Canadian Coinbase Entities and Coinbase Canada, over whom the Court had presence-based jurisdiction, should be sufficient to ground jurisdiction against all of them without the need to mechanically analyze the Van Breda factors against each. The Court of Appeal rejected this argument. Instead, it found that the key factor in prior cases asserting jurisdiction over interrelated companies was the fact that the acts at issue were “under the direction of a single controlling mind” (para. 59). In this case, each Coinbase entity “occupies different roles in the Coinbase group structure” and so each should be analyzed individually through the lens of Van Breda to determine if the Court has jurisdiction.

The Court of Appeal upheld that it did not have jurisdiction over the Non-Canadian Coinbase Entities and dismissed the claims as against them.

(3) Ontario is not the Convenient Forum

As Ontario’s courts have jurisdiction over Coinbase Canada, the Court of Appeal considered whether Ontario is a convenient forum for the claim as against it. The Court of Appeal concluded that it was not a convenient forum.

The Court of Appeal noted that “[a]s a matter of comity… ‘securities litigation should take place in the forum where the securities transaction took place’” (para. 68). In this case, the plaintiff conducted all his Coinbase transactions through the Non-Canadian Coinbase Entities over whom Ireland, not Ontario, has jurisdiction. The motion judge was entitled to accept evidence that the Irish courts would accept jurisdiction over the claim as against the Non-Canadian Coinbase Entities and Coinbase Canada, to the extent it is also a necessary respondent to the claim. The only activity that occurred in Ontario was the plaintiff’s occasionally accessing the Coinbase platform from his computer in Ontario. This is not sufficient.

The Court of Appeal rejected the plaintiff’s assertion that he would be denied access to justice as there is no class action mechanism in Ireland. The Court of Appeal found that in securities litigation comity should prevail, stating that “a perceived loss of juridical advantage is outweighed by the importance accorded to comity in the forum non conveniens analysis” (para. 71).

Finally, the Court of Appeal considered the plaintiff’s complaint that the decision to dismiss and stay his claims is inconsistent with the result of a similar action in Lochan v. Binance Holdings, 2023 ONSC 6714, aff’d 2024 ONCA 784, where the Court refused to enforce a forum selection clause against the action in Ontario. The Court of Appeal observed that unlike the terms of the forum selection clause in Binance, there is no evidence that proceeding in Ireland is unconscionable or raises public policy concerns in this case.

Accordingly, the Court of Appeal upheld that Ontario is not the convenient forum for any claim against Coinbase Canada, and stayed this residual claim.

Key Takeaways:

Shirodkar provides useful guidance on the principles of jurisdiction simpliciter and forum non conveniens that will be especially useful to businesses operating internet platforms in Ontario. Future defendants should note the following:

1. Accessing an internet platform in Ontario is not sufficient to ground the court’s jurisdiction. It is at best a weak connecting factor.
2. Interconnectedness between related corporate entities is not sufficient for Ontario courts to assert jurisdiction over the group just because it has jurisdiction over one. To make such a finding, there must be evidence that acts of the group at issue are “under the direction of a single controlling mind”.