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Global Cryptocurrency Platforms Come Under Ontario's Court of Appeal's authority Clarified

International digital asset platforms operating beyond Ontario's borders received significant clarity on jurisdictional boundaries, as per a recent Court of Appeal ruling. The ruling emphasizes the need for precise contractual agreements and thoughtful organization structures for these...

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Global Cryptocurrency Platforms' Jurisdictional Authority Deemed by Ontario Court of Appeal
Global Cryptocurrency Platforms' Jurisdictional Authority Deemed by Ontario Court of Appeal

Global Cryptocurrency Platforms Come Under Ontario's Court of Appeal's authority Clarified

Ontario Court of Appeal Clarifies Jurisdiction Over International Digital Asset Platforms: Shirodkar v. Coinbase Global, Inc.

In a landmark decision, the Ontario Court of Appeal has provided clarity on the jurisdiction of Ontario courts over international digital asset platforms, particularly in cases involving global companies like Coinbase. The decision in Shirodkar v. Coinbase Global, Inc. (2025 ONCA 298) highlights the complexities of pursuing legal actions against international digital platforms in Ontario.

Decision Summary

The court affirmed the lower court's decision that the Superior Court of Justice in Ontario lacks jurisdiction over non-Canadian respondents. Although Coinbase introduced a Canadian Agreement that included a non-exclusive choice of forum clause favoring Ontario courts, the court found that this did not confer jurisdiction over non-Canadian entities for prior disputes. Moreover, the court determined that Ireland was the more preferable forum for adjudicating the appellant's claims against Coinbase Canada[1].

Jurisdictional Implications

The decision underscores the complexities of pursuing legal actions against international digital platforms in Ontario. It emphasizes the need for clear jurisdictional agreements and highlights the potential for forum non conveniens applications, where other jurisdictions may be deemed more appropriate for resolving disputes.

The Court of Appeal held that access to a global internet platform from Ontario is not a sufficient connecting factor to establish jurisdiction over foreign corporate defendants. The court also rejected the appellant's argument that the 2023 Canadian user agreement retroactively conferred jurisdiction over all Coinbase entities for disputes arising from prior transactions[1].

The Court of Appeal 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[1].

Impact on Crypto Platforms

This decision highlights the challenges in asserting jurisdiction over international companies operating in the digital asset space within Ontario. It suggests that even with specific agreements aimed at establishing jurisdiction in Canada, Ontario courts may still defer to other jurisdictions when adjudicating cross-border disputes involving global companies[2][4].

Class Action Certification

The case involved an attempt to certify a class action for Canadians who entered into crypto contracts with Coinbase. However, the jurisdictional issues and the decision to stay the action against Coinbase Canada effectively halted this process for the non-Canadian entities involved[1].

Lawrence E. Ritchie, Alexander Cobb, W. David Rankin, and Ankita Gupta are partners at Disputes in Toronto who represented the respondents in this case.

Implications for International Digital Platforms

The Shirodkar v. Coinbase Global, Inc. decision reinforces the importance of jurisdictional considerations in cross-border legal disputes involving international digital asset platforms. It suggests that while specific agreements may establish a connection to Ontario, they do not necessarily guarantee jurisdiction over global entities in all cases. The decision also underscores the importance of clear contractual terms and careful structuring of group operations for international digital platforms.

Coinbase operates one of the world's largest online platforms for digital assets. The respondents brought a motion to dismiss or stay the action on jurisdictional grounds, and the motion judge found that Ontario courts lacked jurisdiction over the non-Canadian Coinbase entities. The appellant's transactions on the Coinbase 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.

The Ontario Court of Appeal's decision in Shirodkar v. Coinbase Global, Inc. provides guidance on the limits of Ontario courts' jurisdiction over international digital asset platforms. The decision also distinguishes itself from cases like Lochan v. Binance Holdings Limited, where an Ontario court declined to enforce a forum selection clause due to unconscionability and public policy concerns.

[1] Shirodkar v. Coinbase Global, Inc., 2025 ONCA 298, paras 60-62, 66-68, 70-71, 73-74. [2] Canadian Securities Administrators, CSA Staff Notice 81-307 – Cryptocurrency Offerings, para 10.1. [4] Shirodkar v. Coinbase Global, Inc., 2025 ONCA 298, para 48.

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