conduct defence” as it applies to a provincially regulated defendant.
Broadly speaking, in that context, the defence insulates the
defendant from criminal liability if the legislation governing the
regulated defendant (in this case, the Liquor Control Act) is constitutionally valid, it directs or authorizes the defendant to engage in
the impugned conduct, and the law providing for criminal liability
(in this case, the Competition Act) leaves room for the regulated
activity to operate without being criminalized. As the motion judge
explained, the regulated conduct defence is fundamentally a principle of statutory interpretation.
 In summary, the appellants advanced four claims:
(1) The respondents conspired to divide the beer market
between them. The conspiracy is embodied in the Frame-
work Agreement and continues to this day. This conduct
violated s. 45(1) of the Competition Act, both as in effect in
June 2000 and as amended effective March 2010, and enti-
tled the appellants to sue for damages under s. 36(1) of
the Competition Act. The appellants also pled the civil tort
of conspiracy, relying on the same violation of the Competi-
(2) Brewers Retail Inc. charged licensees 5 per cent more for
beer than it charged consumers, in violation of the Liquor
Control Act, which requires uniform prices for beer throughout Ontario, and the beer respondents (Labatt Breweries of
Canada LP, Labatt Brewing Company Limited, Molson Coors
Canada Inc. and Molson Canada 2005, which in the aggregate owned 90 per cent of Brewers Retail Inc. at the relevant
time)1 were unjustly enriched by this surcharge.
(3) The LCBO’s conduct in entering into the Framework
Agreement amounted to the novel tort of misconduct by
a civil authority entitling the appellants to damages.
(4) Ontario’s legislative efforts to retroactively authorize the
Framework Agreement amount to an impermissible, ultra
vires intrusion upon the federal criminal law and trade and
 The respondents moved for summary judgment, dismissing
the appellants’ action. The motion judge granted the respondents’
1 The defendant Sleeman Breweries Ltd. owned the remaining 10 per cent of
Brewers Retail Inc. The appellants do not appeal the dismissal of their
action against Sleeman Breweries Ltd.