S.C.J. No. 117, 1977 CanLII 37, at p. 127 S.C.R., in which
the court commented on the scope of the definition of the term
If any doubt could be entertained about the intention of the legislature in
the present instance, that doubt should be dispelled by the very wide terms
employed in defining the word “security”. The fourteen subdivisions of the
definition encompass practically all types of transactions to such an extent
that this definition had to be narrowed down by a long list of exceptions[.]
 Indeed, the trial judge acknowledged that, on its face, the
promissory note at issue in this case was a security under the Act.
He stated, at para. 26:
The defence concedes and I agree that promissory notes can be securities
under one or more of the headings cited by the Commission. The reference to
“note or other evidence of indebtedness” effectively includes all forms of debt
instruments issued by any issuer.
 The trial judge accepted the defence submission that
a broad definition of “security” that included the TFC promissory
notes (at para. 28) “casts too wide a net and is inconsistent with
the purpose of the Act”.
 The trial judge accepted the OSC’s characterization of the
Act as “catch and exclude”, meaning that the Act begins with
a broad definition of “security” because (at para. 39) “the legislature cannot anticipate all of the potential transactions that may
be crafted over time”, and then corrects any overreach from the
literal interpretation by listing a number of statutory exemptions
so that the regime as a whole meets the goals of s. 1.1 of the Act.
 The trial judge concluded, however, that adopting a literal
interpretation of the term “security” would be contrary to the
approach that courts have taken in both Canada and the United
States (at para. 41):
I agree with the OSC that the legislative scheme is fairly characterized as
“catch and exclude” but I disagree that exclusions are found only in the stat-
ute or regulations. Courts have looked at the broad terms defining security
and they’ve looked at the substance of the particular transaction at issue to
determine whether applying the statutory term in that context is in keeping
with the purposes of the Act.
 The trial judge adopted the “family resemblance” test, estab-
lished by the United States Supreme Court in the case of Reves v.
Ernst & Young, 494 U.S. 56, 110 S. Ct. 945 (1990), to determine
whether a note was an investment that should come under the regu-
lation of the U.S. Securities Act. The trial judge explained the Reves
“family resemblance” test, at para. 30 of his decision:
Under that test, a note is presumed to be a security unless it bears a strong
resemblance, determined by examining four specified factors, to one of a judi-
cially crafted list of categories of instrument that are not securities. The court