Motion for directions arose from certified class action against crypto trading companies
In certified class proceedings against the Binance enterprise, the Ontario Superior Court reiterated that Binance, its alter ego, and other entities or persons potentially acting on their behalf should not take any steps in pursuit of arbitrations against the plaintiffs.
In Lochan. v. Binance Holdings Limited, 2026 ONSC 570, the defendants were cryptocurrency trading companies. They put forward an arbitration agreement that all potential class members had signed digitally.
The Superior Court and the Ontario Court of Appeal issued December 2023 and October 2024 rulings finding the arbitration clause – providing for the arbitration of disputes in Hong Kong – unconscionable, contrary to public policy, and void.
In March 2025, the appeal court upheld the certification of the class action against the defendants, which faced claims that they traded securities without registering and distributed these securities without complying with the relevant prospectus requirements.
Nest Services Limited, a Seychelles corporation, began supporting the defendants in these proceedings.
In November 2025, the Superior Court issued an anti-suit injunction barring the defendants, Nest, and any other related person or entity from pursuing arbitration of the issues in Hong Kong. The court explained that the actions of Nest, as the defendants’ alter ego, were the defendants’ actions.
The defendants and Nest wanted to apply in Hong Kong for an anti-anti-suit injunction (AASI), which would lead to arbitrations against the two representative plaintiffs. The planned application sought to recover any amounts awarded to plaintiffs in the Ontario class action.
Before a Hong Kong court, Nest unsuccessfully requested an ex parte order for alternative service on the plaintiffs.
The defendants moved for directions, while Nest moved to intervene in the motion for directions. Nest sought directions on whether, or how, it could keep pursuing arbitration by obtaining an AASI in Hong Kong, given the anti-suit injunction issued against the entire Binance enterprise.
Nest expressed its concern that effecting service on the plaintiffs under the Hague Service Convention, which would be the next step in advancing the Hong Kong proceedings, might breach the anti-suit injunction.
Service on plaintiffs not allowed
The Ontario Superior Court of Justice considered Nest’s intervention unnecessary, given its previous ruling deeming Nest the defendants’ alter ego. The court explained that the defendants and Nest could jointly make court submissions and would be subject to the same orders or directions.
The court ruled that the anti-suit injunction covered the defendants and Nest, which therefore could not continue the Hong Kong arbitrations against the plaintiffs or effect service on them as a step in pursuing an AASI, which would lead to the arbitrations from which they were explicitly barred.
The court noted that the defendants and Nest seemingly could not take no for an answer. The court found that they were attempting to pursue the same Hong Kong arbitrations that it previously prohibited and declared unenforceable, and were trying to act swiftly to render an appeal moot.
The court acknowledged that it generally did not offer anticipatory legal advice to parties considering breaching an order. However, the court stressed that caution was advisable in a situation involving the potential violation of a mandatory injunction.
“In that sense, the Defendants/Nest were well advised to seek Directions rather than to act precipitously,” wrote Justice Edward M. Morgan for the court. “Legal maneuvers created and acted upon in order to skirt the terms of the injunction would risk far more serious sanction.”
