to the inquiry into whether a person ought reasonably to have
known that another person was in a special relationship for the
purposes of s. 76(5)(e). Cheng says that the factors are “flawed,
illogical and at odds with an objective assessment”. For the reasons I have already articulated above, it is Cheng’s challenge to
the factors that is flawed, not the factors set out by the Panel.
 The Panel found that Cheng ought to have reasonably
known that Miller was in a special relationship with Masonite
based on the following four factors:
(a) Miller was Cheng’s mentor and supervisor;
(b) Cheng sent an e-mail to a client that the Panel found
demonstrated Cheng’s belief in the reliability of the material
(c) Cheng made no inquiries as to the source of Miller’s information about Masonite;
(d) Cheng’s purchases of Masonite shares.
 The Panel made a number of factual errors in its analysis
of the evidence against Cheng. These errors undermine the
foundation upon which the Panel concluded that Cheng ought to
have known that he was receiving inside information.
 First, the evidence did not establish that Miller was
Cheng’s mentor and supervisor at the material times in 2004. In
fact, the opposite appears to be the case. The only evidence on
this point came from Cheng. His evidence was as follows:
Q. At any point at 70 University, did you work directly for Mr. Miller?
Q. Okay. Did you have interaction with Miller in respect to your work?
Q. And what was that interaction?
A. We talk about investment ideas. We talk about running the business.
Q. But you didn’t work for him. Everyone works by — they are all independent, if you will, even though they are TD employees.
A. Yes, yes. He wasn’t a mentor or anything like that, that got assigned to
me. No we just — we just talk as colleagues, but he was more — he
was more senior, experienced, more successful, and funny guy.
 Second, the Panel appeared to place significant reliance
on the fact that, because Cheng e-mailed a client, with whom
he already had a troubled relationship, about the Masonite transaction, he must have been confident in the reliability of the