Executive Summary: Key Legal and Evidentiary Issues

• Competing class actions centered on shareholder losses due to environmental and operational failures at SSR Mining’s Turkish mine.

• Allegations of misrepresentation under securities law formed the core of the Padley Action, covering both core and non-core disclosures.

• Padley also pursued an oppression remedy under corporate law against SSR Mining’s directors and officers.

• The Mutat Action advanced a novel “Caremark-style” director oversight claim via an oppression remedy, without a misrepresentation component.

• Court identified greater legal certainty and precedent favoring misrepresentation claims over the novel theory in the Mutat Action.

• Carriage of the national class proceeding was awarded to Padley based on superior case theory, legal grounding, and alignment with existing jurisprudence.

Facts and procedural background

The case involves two competing proposed class actions filed in the Supreme Court of British Columbia. Both actions stem from catastrophic environmental failures at SSR Mining Inc.’s Çöpler Mine in Turkey, notably a major ore slip on February 13, 2024, involving millions of tonnes of cyanide-laced ore. The incident led to severe environmental damage, criminal investigations, and a sharp drop in SSR Mining’s stock value—over $1 billion lost.

The first proposed action, led by plaintiff Glenna Padley, alleged that SSR Mining and its executives made misrepresentations to investors between March 30, 2021, and February 27, 2024, by failing to disclose material safety and operational risks associated with the heap leach pad. Padley also brought an oppression claim under the British Columbia Business Corporations Act (BCBCA), alleging directors and officers failed in their fiduciary and statutory duties.

The second proposed action was filed by Dr. Abdurrazag Mutat. It focused solely on an oppression remedy, asserting that SSR Mining’s directors breached their duties by allowing dangerous operations to continue, resulting in the 2024 disaster. This action borrowed legal reasoning akin to the U.S. “Caremark” standard for director oversight failures. Unlike Padley, Mutat did not allege securities misrepresentation.

Legal framework and carriage motion

The Court considered both actions under the Class Proceedings Act and assessed a carriage motion to determine which legal team would lead the class action. A key issue was which action better advanced the interests of the class and upheld the objectives of class proceedings: access to justice, behavior modification, and judicial economy.

Justice Thomas applied 17 recognized factors from the Rogers v. Aphria Inc. framework and assessed them holistically. The key distinguishing factors were the scope and complexity of the case theories, the prospects of success, and the implications of running parallel proceedings in different jurisdictions.

Court’s analysis and findings

The Court found that the Padley Action presented a more established and grounded theory, with allegations of misrepresentation supported by existing securities law jurisprudence. It offered shareholders a well-pleaded and structured legal pathway to pursue compensation under Part 16.1 of the BCSA and the BCBCA’s oppression remedy provisions. Although it would require analysis of disclosures dating back to 2021, this was not viewed as a weakness but a necessary part of proving the claims.

By contrast, the Mutat Action's reliance on a novel Canadian adaptation of Caremark oversight claims presented a significant legal risk. The Court found that no Canadian precedent existed for such a theory being applied successfully as an oppression remedy, and such claims have only narrowly survived motions to dismiss in recent U.S. cases. Moreover, the strategy of proceeding in tandem with an Ontario misrepresentation class action risked creating duplicative proceedings and undermining judicial economy.

Final decision and outcome

Justice Thomas granted carriage of the proposed national class proceeding to the Padley Action. He ordered that the Mutat Action be stayed until the Padley Action’s certification is determined. He also prohibited the commencement of further overlapping class actions in British Columbia without leave of the Court until then.

The decision reinforces judicial caution against pursuing novel legal theories in complex class actions where well-supported statutory claims are available. It also highlights the importance of coherence, legal clarity, and procedural efficiency in class action litigation.