If the factors set out in Reves are applied to the facts found by the Commission
in this case, the Gill-Brown transaction would fall within the definition of
“security” in the Act.
 With respect, while the British Columbia Court of Appeal
applied the “family resemblance” test, I do not read the decision
as expressly adopting the test. Rather, the British Columbia
Court of Appeal applied the test to support the reasonableness of
the commission’s decision that the loan agreement in issue qualified as a security. The British Columbia Court of Appeal did not
consider, and certainly did not decide, whether the failure to meet
any of the criteria in the “family resemblance” test would mean
that the loan agreement was not a security under the Act.
 More recently, the application of the Reves “family resemblance” test was considered by the Alberta Court of Appeal in R.
v. Stevenson,  A.J. No. 1342, 2017 ABCA 420. In Stevenson,
the appellant was charged with a number of offences under the
Alberta Securities Act, R.S.A. 2000, c. S-4, arising out of the raising of money from the public through short-term (six months)
 The Alberta Court of Appeal made the following general
comments about the purpose of the Securities Act, which are
helpful for the analysis in this case (at paras. 9-12):
The Securities Act is very broadly worded legislation, designed to cover
virtually every method by which money could be raised from the public. It is con-
tradictory to argue that money “raised from the general public” is nevertheless
merely a series of “private transactions”; that is exactly what the Securities Act is
designed to regulate. That characterization could be placed on any method of rais-
ing money from the public. Every sale of shares by a corporation to a member of
the public is, at one level, a “private transaction”. The entire process of raising
money from the general public is, however, regulated under the Act.
The Provincial Court Judge found that the lenders believed they were
advancing personal loans, and also noted the provision in the Loan
7. This investment is in the form of a loan, and is not subject to any
securities law, regulation, rules or forms of conduct. This investment
and the loan of moneys does not constitute the transaction of any form
of securities, stocks, bonds, or other financial instrument subject to
regulation by Government under securities law.
It is, however, impossible for those raising funds from the public to contract
themselves out of the Securities Act, and this inclusion in the documentation
is ineffective and irrelevant.
As noted, the fact that the loans might be described as “personal” is not decisive. Equally irrelevant is whether the lenders are happy with their investment,
feel that they were fairly dealt with, or believe that full disclosure was made to
them. An issuer must comply with the Act even if the investors make a fortune.
As P. T. Barnum noted: “There’s one born every minute”; the Securities Act is
designed to protect them, along with all investors. The Act regulates all raising