Rules Professional Conduct Pre Oct 2014

Rules of Professional
Conduct
~Effective November 1, 2000~
As of October 1, 2014, this version of the Rules of Professional Conduct is no longer in

effect. Amendments to the Rules resulting from the implementation of the Federation of
Law Societies Model Code of Professional Conduct, including a new numbering scheme,
became effective on October 1, 2014.
Please visit lsuc.on.ca/lawyer-conduct-rules for the current Rules of Professional

Conduct.
Adopted by Convocation June 22, 2000

Amendments Current to January 23, 2014
Table of Contents
RULE 1 CITATION AND INTERPRETATION ........................................................................1
1.01 CITATION ........................................................................................................................1
1.02 DEFINITIONS ..................................................................................................................1
1.03 INTERPRETATION .........................................................................................................5
Standards of the Legal Profession..................................................................................5
General Principles ..........................................................................................................6
RULE 2 RELATIONSHIP TO CLIENTS ...................................................................................7

2.01 COMPETENCE ................................................................................................................7
Definitions......................................................................................................................7
Competence....................................................................................................................9
2.02 QUALITY OF SERVICE................................................................................................10
Honesty and Candour ...................................................................................................10
When Client an Organization.......................................................................................10
Encouraging Compromise or Settlement .....................................................................11
Threatening Criminal Proceedings ..............................................................................11
Dishonesty, Fraud etc. by Client or Others ..................................................................11
Dishonesty, Fraud, etc. when Client an Organization .................................................13
Client Under a Disability .............................................................................................15
Legal Services Under a Limited Scope Retainer .........................................................16
Medical-Legal Reports.................................................................................................17
Title Insurance in Real Estate Conveyancing ..............................................................18
Reporting on Mortgage Transactions...........................................................................18
2.03 CONFIDENTIALITY .....................................................................................................19
Confidential Information .............................................................................................19
Justified or Permitted Disclosure .................................................................................20
Literary Works .............................................................................................................21
2.04 AVOIDANCE OF CONFLICTS OF INTEREST ..........................................................22
Definition .....................................................................................................................22
Avoidance of Conflicts of Interest ...............................................................................22
Acting Against Client ..................................................................................................24
Joint Retainer ...............................................................................................................25
Affiliations Between Lawyers and Affiliated Entities .................................................28
Prohibition Against Acting for Borrower and Lender .................................................29
Multi-discipline Practice ..............................................................................................29
Unrepresented Persons .................................................................................................30
Short-term limited legal services .................................................................................30
2.04.1 LAWYERS ACTING FOR TRANSFEROR AND TRANSFEREE IN TRANSFERS
OF TITLE ........................................................................................................................32
2.05 CONFLICTS FROM TRANSFER BETWEEN LAW FIRMS ......................................33
Definitions....................................................................................................................33
Application of Rule ......................................................................................................33
Law Firm Disqualification ...........................................................................................34
Transferring Lawyer Disqualification..........................................................................35
Determination of Compliance ......................................................................................36
Rules of Professional Conduct ii

Due Diligence ..............................................................................................................36
2.06 DOING BUSINESS WITH A CLIENT ..........................................................................40
Definitions....................................................................................................................40
Investment by Client where Lawyer has an Interest ....................................................40
Certificate of Independent Legal Advice .....................................................................41
Borrowing from Clients ...............................................................................................41
Lawyers in Loan or Mortgage Transactions ................................................................42
Disclosure ....................................................................................................................43
No Advertising .............................................................................................................43
Guarantees by a Lawyer...............................................................................................43
2.07 PRESERVATION OF CLIENT’S PROPERTY .............................................................44
Preservation of Client's Property .................................................................................44
Notification of Receipt of Property..............................................................................44
Identifying Client’s Property .......................................................................................44
Accounting and Delivery .............................................................................................44
2.08 FEES AND DISBURSEMENTS ....................................................................................45
Reasonable Fees and Disbursements ...........................................................................45
Contingency Fees and Contingency Fee Agreements .................................................46
Statement of Account ...................................................................................................47
Joint Retainer ...............................................................................................................47
Division of Fees and Referral Fees ..............................................................................47
Exception for Multi-discipline Practices and Interprovincial and International Law
Firms ............................................................................................................................47
Appropriation of Funds ................................................................................................48
2.09 WITHDRAWAL FROM REPRESENTATION .............................................................48
Withdrawal from Representation .................................................................................48
Optional Withdrawal ....................................................................................................49
Non-payment of Fees ...................................................................................................49
Withdrawal from Criminal Proceedings ......................................................................49
Mandatory Withdrawal ................................................................................................50
Manner of Withdrawal .................................................................................................51
Duty of Successor Licensee .........................................................................................52
RULE 3 THE PRACTICE OF LAW .........................................................................................53

3.01 MAKING LEGAL SERVICES AVAILABLE ...............................................................53
Making Services Available ..........................................................................................53
Restrictions ..................................................................................................................53
3.02 MARKETING .................................................................................................................54
Marketing Legal Services ............................................................................................54
Advertising of Fees ......................................................................................................55
3.03 ADVERTISING NATURE OF PRACTICE...................................................................55
Certified Specialist .......................................................................................................55
3.04 INTERPROVINCIAL LAW FIRMS ..............................................................................55
Interprovincial Law Firms ...........................................................................................55
Requirements ...............................................................................................................56
Rules of Professional Conduct iii

RULE 4 RELATIONSHIP TO THE ADMINISTRATION OF JUSTICE ...............................57
4.01 THE LAWYER AS ADVOCATE ..................................................................................57
Advocacy .....................................................................................................................57
Duty as Prosecutor .......................................................................................................59
Discovery Obligations .................................................................................................60
Disclosure of Error or Omission ..................................................................................60
Courtesy .......................................................................................................................61
Undertakings ................................................................................................................61
Agreement on Guilty Plea............................................................................................61
4.02 THE LAWYER AS WITNESS .......................................................................................62
Submission of Affidavit ...............................................................................................62
Submission of Testimony ............................................................................................62
Appeals ........................................................................................................................62
4.03 INTERVIEWING WITNESSES .....................................................................................62
Interviewing Witnesses ................................................................................................62
4.04 COMMUNICATION WITH WITNESSES GIVING EVIDENCE................................63
Communication with Witnesses Giving Evidence ......................................................63
4.05 RELATIONS WITH JURORS........................................................................................64
Communications Before Trial......................................................................................64
Disclosure of Information ............................................................................................64
Communication During Trial .......................................................................................64
4.06 THE LAWYER AND THE ADMINISTRATION OF JUSTICE ..................................65
Encouraging Respect for the Administration of Justice ..............................................65
Seeking Legislative or Administrative Changes ..........................................................66
Security of Court Facilities ..........................................................................................66
4.07 LAWYERS AS MEDIATORS .......................................................................................66
Role of Mediator ..........................................................................................................66
RULE 5 RELATIONSHIP TO STUDENTS, EMPLOYEES, AND OTHERS ........................68

5.01 SUPERVISION ...............................................................................................................68
Application...................................................................................................................68
Direct Supervision required .........................................................................................68
Electronic Registration of Title Documents ................................................................69
Title Insurance .............................................................................................................70
Signing E-RegTM Documents .......................................................................................70
5.02 STUDENTS .....................................................................................................................71
Recruitment Procedures ...............................................................................................71
Duties of Principal .......................................................................................................71
Duties of Articling Student ..........................................................................................71
5.03 SEXUAL HARASSMENT .............................................................................................71
Definition .....................................................................................................................71
Prohibition on Sexual Harassment ...............................................................................72
5.04 DISCRIMINATION ........................................................................................................73
Special Responsibility..................................................................................................73
Services ........................................................................................................................74
Employment Practices .................................................................................................74
Rules of Professional Conduct iv

RULE 6 RELATIONSHIP TO THE SOCIETY AND OTHER LAWYERS............................77
6.01 RESPONSIBILITY TO THE PROFESSION GENERALLY ........................................77
Integrity ........................................................................................................................77
Meeting Financial Obligations .....................................................................................77
Duty to Report Misconduct ..........................................................................................78
Encouraging Client to Report Dishonest Conduct .......................................................79
Duty to Report Certain Offences .................................................................................79
6.02 RESPONSIBILITY TO THE SOCIETY ........................................................................80
Communications from the Society...............................................................................80
6.03 RESPONSIBILITY TO LAWYERS AND OTHERS ....................................................80
Courtesy and Good Faith .............................................................................................80
Communications ..........................................................................................................81
Communications with a represented person ................................................................81
Communications with a represented corporation or organization ...............................82
Undertakings ................................................................................................................87
6.04 OUTSIDE INTERESTS AND THE PRACTICE OF LAW ...........................................87
Maintaining Professional Integrity and Judgment .......................................................87
6.05 THE LAWYER IN PUBLIC OFFICE ............................................................................88
Standard of Conduct ....................................................................................................88
Conflict of Interest .......................................................................................................88
Appearances before Official Bodies ............................................................................89
Conduct after Leaving Public Office ...........................................................................89
6.06 PUBLIC APPEARANCES AND PUBLIC STATEMENTS..........................................89
Communication with the Public...................................................................................89
Interference with Right to Fair Trial or Hearing ..........................................................90
6.07 PREVENTING UNAUTHORIZED PRACTICE ...........................................................91
Preventing Unauthorized Practice................................................................................91
Working With or Employing Unauthorized Persons ...................................................91
Practice by Suspended Lawyers Prohibited .................................................................91
Undertakings Not to Practise Law ...............................................................................92
Undertakings to Practise Law Subject to Restrictions .................................................92
6.08 RETIRED JUDGES RETURNING TO PRACTICE......................................................92
Definitions....................................................................................................................92
Appearance as Counsel ................................................................................................93
6.09 ERRORS AND OMISSIONS .........................................................................................93
Informing Client of Error or Omission ........................................................................93
Notice of Claim ............................................................................................................94
Co-operation ................................................................................................................94
Responding to Client’s Claim ......................................................................................94
6.10 RESPONSIBILITY IN MULTI-DISCIPLINE PRACTICES.........................................95
Compliance with these Rules .......................................................................................95
6.11 DISCIPLINE ...................................................................................................................95
Disciplinary Authority .................................................................................................95
Professional Misconduct ..............................................................................................95
Conduct Unbecoming a Lawyer ..................................................................................95
Rules of Professional Conduct v

Bibliography ..................................................................................................................................97
Concordance ................................................................................................................................109
INDEX 124
Rules of Professional Conduct vi

Citation and Interpretation
1.01 Citation Rule 1
Rule 1 Citation and Interpretation

1.01 CITATION
1.01 These rules may be cited as the Rules of Professional Conduct.
1.02 DEFINITIONS
1.02 In these rules, unless the context requires otherwise,
“affiliated entity” means any person or group of persons other than a person or group authorized
to practice law in or outside Ontario;
[New – May 2001]
“affiliation” means the joining on a regular basis of a lawyer or group of lawyers with an
affiliated entity in the delivery or promotion and delivery of the legal services of the lawyer or
group of lawyers and the non-legal services of the affiliated entity;
[New – May 2001]
“associate” includes:
(a) a licensee who is an employee of the law firm in which the licensee practices law
or provides legal services; and
(b) a non-licensee employee of a multi-discipline practice providing services that

support or supplement the practice of law in which the non-licensee provides his or her
services.
[Amended – September 2010]
“client” includes a client of the law firm of which the lawyer is a partner or associate, whether or
not the lawyer handles the client’s work;
Commentary
A solicitor and client relationship is often established without formality. For example, an express
retainer or remuneration is not required for a solicitor and client relationship to arise. Also, in
some circumstances, a lawyer may have legal and ethical responsibilities similar to those arising
from a solicitor and client relationship. For example, a lawyer may meet with a prospective client
in circumstances that impart confidentiality, and, although no solicitor and client relationship is
ever actually established, the lawyer may have a disqualifying conflict of interest if he or she
were later to act against the prospective client. It is, therefore, in a lawyer’s own interest to
carefully manage the establishment of a solicitor and client relationship.
“conduct unbecoming a barrister or solicitor” means conduct, including conduct in a lawyer’s

personal or private capacity, that tends to bring discredit upon the legal profession including, for
example,
Rules of Professional Conduct 1

1.02 Definitions Rule 1
(a) committing a criminal act that reflects adversely on the lawyer’s honesty,
trustworthiness, or fitness as a lawyer,
(b) taking improper advantage of the youth, inexperience, lack of education,

unsophistication, ill health, or unbusinesslike habits of another, or
(c) engaging in conduct involving dishonesty or conduct which undermines the

administration of justice;
[Amended – May 2008]
Commentary
Dishonourable or questionable conduct on the part of a lawyer in either private life or

professional practice will reflect adversely upon the integrity of the profession and the
administration of justice. If the conduct, whether within or outside the professional sphere, is such
that knowledge of it would be likely to impair the client’s trust in the lawyer, the Society may be
justified in taking disciplinary action.
Generally, however, the Society will not be concerned with the purely private or
extra-professional activities of a lawyer that do not bring into question the lawyer’s
professional integrity.
“consent” means
(a) a consent in writing, provided that where more than one person consents, each
may sign a separate document recording his or her consent, or
(b) an oral consent, provided that each person giving the oral consent receives a
separate letter recording his or her consent;
“independent legal advice” means a retainer where
(a) the retained lawyer, who may be a lawyer employed as in-house counsel for the
client, has no conflicting interest with respect to the client’s transaction,
(b) the client’s transaction involves doing business with
(i) another lawyer,
(ii) a corporation or other entity in which the other lawyer has an interest other
than a corporation or other entity whose securities are publicly traded, or
(iii) a client of the other lawyer,
(c) the retained lawyer has advised the client that the client has the right to
independent legal representation,

(d) the client has expressly waived the right to independent legal representation and
has elected to receive no legal representation or legal representation from the other
lawyer,
(e) the retained lawyer has explained the legal aspects of the transaction to the client,
who appeared to understand the advice given, and
(f) the retained lawyer informed the client of the availability of qualified advisers in
other fields who would be in a position to give an opinion to the client as to the
desirability or otherwise of the proposed investment from a business point of view;
“independent legal representation” means a retainer where
(a) the retained lawyer, who may be a lawyer employed as in-house counsel for the
client, has no conflicting interest with respect to the client’s transaction, and
(b) the retained lawyer will act as the client’s lawyer in relation to the matter;
Commentary
Where a client elects to waive independent legal representation but to rely on independent legal
advice only, the retained lawyer has a responsibility that should not be lightly assumed or
perfunctorily discharged.
“interprovincial law firm” means a law firm that carries on the practice of law in more than one
province or territory of Canada;
“law firm” includes one or more lawyers practising
(a) in a sole proprietorship,
(b) in a partnership,
(c) as a clinic under the Legal Aid Services Act 1998,
(d) in a government, a Crown corporation, or any other public body, or
(e) in a corporation or other body;
“lawyer” means a person licensed by the Society to practise law as a barrister and solicitor in
Ontario and includes a candidate enrolled in the Society’s Licensing Process for lawyers;
“legal practitioner” means a person
(a) who is a licensee; or

(b) who is not a licensee but who is a member of the bar of a Canadian jurisdiction, other
than Ontario, and who is authorized to practise law as a barrister and solicitor in that other
jurisdiction;
[New – June 2009]
“licensee” means a lawyer or a paralegal;
“limited scope retainer” means the provision of legal services by a lawyer for part, but not all, of
a client’s legal matter by agreement between the lawyer and the client;
[New – September 2011]
“paralegal” means a person licensed by the Society to provide legal services in Ontario;
“professional misconduct” means conduct in a lawyer’s professional capacity that tends to bring
discredit upon the legal profession including
(a) violating or attempting to violate one of the rules in the Rules of Professional
Conduct or a requirement of the Law Society Act or its regulations or by-laws,
(b) knowingly assisting or inducing another legal practitioner to violate or attempt to

violate the rules in the Rules of Professional Conduct, the Paralegal Rules of Conduct or
a requirement of the Law Society Act or its regulations or by-laws,
(c) knowingly assisting or inducing a non-licensee partner or associate of a multi-

discipline practice to violate or attempt to violate the rules in the Rules of Professional
Conduct or a requirement of the Law Society Act or its regulations or by-laws,
(d) misappropriating or otherwise dealing dishonestly with a client’s or a third party’s

money or property,
(e) engaging in conduct that is prejudicial to the administration of justice,
(f) stating or implying an ability to influence improperly a government agency or

official, or
(g) knowingly assisting a judge or judicial officer in conduct that is a violation of

applicable rules of judicial conduct or other law;
[Amended – June 2009]
“Society” means The Law Society of Upper Canada;
“tribunal” includes courts, boards, arbitrators, mediators, administrative agencies, and bodies that
resolve disputes, regardless of their function or the informality of their procedures.

1.03 Interpretation Rule 1
1.03 INTERPRETATION
Standards of the Legal Profession
1.03 (1) These rules shall be interpreted in a way that recognizes that
(a) a lawyer has a duty to carry on the practice of law and discharge all
responsibilities to clients, tribunals, the public, and other legal practitioners
honourably and with integrity,
(b) a lawyer has special responsibilities by virtue of the privileges afforded the legal
profession and the important role it plays in a free and democratic society and in
the administration of justice, including a special responsibility to recognize the
diversity of the Ontario community, to protect the dignity of individuals, and to
respect human rights laws in force in Ontario,
Commentary
A lawyer should, where appropriate, advise a client of the client’s French language rights relating
to the client’s matter, including where applicable
(a) subsection 19 (1) of the Constitution Act, 1982 on the use of French or English in any
court established by Parliament,
(b) section 530 of the Criminal Code about an accused’s right to a trial before a court that
speaks the official language of Canada that is the language of the accused,
(c) section 126 of the Courts of Justice Act that requires that a proceeding in which the client
is a party be conducted as a bilingual (English and French) proceeding, and
(d) subsection 5(1) of the French Language Services Act for services in French from Ontario
government agencies and legislative institutions.
[New – June 2001]
(c) a lawyer has a duty to uphold the standards and reputation of the legal profession
and to assist in the advancement of its goals, organizations, and institutions,
(d) the rules are intended to express to the profession and to the public the high
ethical ideals of the legal profession,
(e) the rules are intended to specify the bases on which lawyers may be disciplined,
and
(f) rules of professional conduct cannot address every situation, and a lawyer should
observe the rules in the spirit as well as in the letter.

1.03 Interpretation Rule 1
General Principles
(2) In these rules, words importing the singular number include more than one person, party,
or thing of the same kind and a word interpreted in the singular number has a corresponding
meaning when used in the plural.

Relationship to Clients
2.01 Competence Rule 2
Rule 2 Relationship to Clients

2.01 COMPETENCE
Definitions
2.01 (1) In this rule
“competent lawyer” means a lawyer who has and applies relevant skills, attributes, and values in
a manner appropriate to each matter undertaken on behalf of a client including
(a) knowing general legal principles and procedures and the substantive law and
procedure for the areas of law in which the lawyer practises,
(b) investigating facts, identifying issues, ascertaining client objectives, considering

possible options, and developing and advising the client on appropriate courses of action,
(c) implementing, as each matter requires, the chosen course of action through the
application of appropriate skills, including,
(i) legal research,
(ii) analysis,
(iii) application of the law to the relevant facts,
(iv) writing and drafting,
(v) negotiation,
(vi) alternative dispute resolution,
(vii) advocacy, and
(viii) problem-solving ability,
(d) communicating at all stages of a matter in a timely and effective manner that is
appropriate to the age and abilities of the client,
(e) performing all functions conscientiously, diligently, and in a timely and cost-
effective manner,
(f) applying intellectual capacity, judgment, and deliberation to all functions,
(g) complying in letter and in spirit with the Rules of Professional Conduct,

(h) recognizing limitations in one’s ability to handle a matter or some aspect of it, and
taking steps accordingly to ensure the client is appropriately served,
(i) managing one’s practice effectively,
(j) pursuing appropriate professional development to maintain and enhance legal

knowledge and skills, and
(k) adapting to changing professional requirements, standards, techniques, and

practices.
Commentary
As a member of the legal profession, a lawyer is held out as knowledgeable, skilled, and capable
in the practice of law. Accordingly, the client is entitled to assume that the lawyer has the ability
and capacity to deal adequately with legal matters to be undertaken on the client’s behalf.
A lawyer who is incompetent does the client a disservice, brings discredit to the profession, and
may bring the administration of justice into disrepute. In addition to damaging the lawyer’s own
reputation and practice, incompetence may also injure the lawyer’s partners and associates.
A lawyer should not undertake a matter without honestly feeling competent to handle it or being
able to become competent without undue delay, risk, or expense to the client. This is an ethical
consideration and is to be distinguished from the standard of care that a tribunal would invoke for
purposes of determining negligence.
A lawyer must be alert to recognize any lack of competence for a particular task and the
disservice that would be done to the client by undertaking that task. If consulted in such
circumstances, the lawyer should either decline to act or obtain the client’s instructions to retain,
consult, or collaborate with a lawyer who is competent for that task. The lawyer may also
recognize that competence for a particular task may require seeking advice from or collaborating
with experts in scientific, accounting, or other non-legal fields, and, in such a situation, the lawyer
should not hesitate to seek the client’s instructions to consult experts.
A lawyer should clearly specify the facts, circumstances, and assumptions upon which an opinion
is based. Unless the client instructs otherwise, the lawyer should investigate the matter in
sufficient detail to be able to express an opinion rather than mere comments with many
qualifications. If the circumstances do not justify an exhaustive investigation with consequent
expense to the client, the lawyer should so state in the opinion.
When a lawyer considers whether to provide legal services under a limited scope retainer, he or
she must carefully assess in each case whether, under the circumstances, it is possible to render
those services in a competent manner. An agreement to provide such services does not exempt a
lawyer from the duty to provide competent representation. As in any retainer, the lawyer should
consider the legal knowledge, skill, thoroughness and preparation reasonably necessary for the
representation. The lawyer should ensure that the client is fully informed of the nature of the
arrangement and clearly understands the scope and limitation of the services. See also subrule
2.02(6.1) to 6.3).

A lawyer should be wary of bold and confident assurances to the client, especially when the
lawyer’s employment may depend upon advising in a particular way.
In addition to opinions on legal questions, the lawyer may be asked for or may be expected to
give advice on non-legal matters such as the business, policy, or social implications involved in
the question or the course the client should choose. In many instances the lawyer’s experience
will be such that the lawyer’s views on non-legal matters will be of real benefit to the client. The
lawyer who expresses views on such matters should, where and to the extent necessary, point out
any lack of experience or other qualification in the particular field and should clearly distinguish
legal advice from other advice.
In a multi-discipline practice, a lawyer must be particularly alert to ensure that the client
understands that he or she is receiving legal advice from a lawyer supplemented by the services of
a non-licensee. If other advice or service is sought from non-licensee members of the firm, it must
be sought and provided independently of and outside the scope of the retainer for the provision of
legal services and will be subject to the constraints outlined in the relevant by-laws and
regulations governing multi-discipline practices. In particular, the lawyer should ensure that such
advice or service of non-licensees is provided from a location separate from the premises of the
multi-discipline practice.
Whenever it becomes apparent that the client has misunderstood or misconceived the position or
what is really involved, the lawyer should explain, as well as advise, so that the client is apprised
of the true position and fairly advised about the real issues or questions involved.
The requirement of conscientious, diligent, and efficient service means that a lawyer should make
every effort to provide service to the client. If the lawyer can reasonably foresee undue delay in
providing advice or services, the client should be so informed.
[Amended - June 2009]
Competence
(2) A lawyer shall perform any legal services undertaken on a client’s behalf to the standard
of a competent lawyer.
Commentary
This rule does not require a standard of perfection. An error or omission, even though it might be
actionable for damages in negligence or contract, will not necessarily constitute a failure to
maintain the standard of professional competence described by the rule.
Incompetent professional practice may give rise to disciplinary action under this rule.
In addition to this rule, the Law Society Act provides that the Society may conduct a review of a
lawyer’s practice to determine if the lawyer is meeting standards of professional competence. A
review will be conducted in circumstances defined in the by-laws under the Law Society Act.
A lawyer may also be subject to a hearing at which it will be determined whether the lawyer is
failing or has failed to meet standards of professional competence.

2.02 Quality of Service Rule 2
The Act provides that a lawyer fails to meet standards of professional competence if there are
deficiencies in (a) the lawyer’s knowledge, skill, or judgment, (b) the lawyer’s attention to the
interests of clients, (c) the records, systems, or procedures of the lawyer’s professional business,
or (d) other aspects of the lawyer’s professional business, and the deficiencies give rise to a
reasonable apprehension that the quality of service to clients may be adversely affected.
2.02 QUALITY OF SERVICE
Honesty and Candour
2.02 (1) When advising clients, a lawyer shall be honest and candid.
Commentary
The lawyer’s duty to the client who seeks legal advice is to give the client a competent opinion
based on a sufficient knowledge of the relevant facts, an adequate consideration of the applicable
law, and the lawyer’s own experience and expertise.
The advice must be open and undisguised and must clearly disclose what the lawyer honestly
thinks about the merits and probable results.
When Client an Organization
(1.1) Notwithstanding that the instructions may be received from an officer, employee, agent,
or representative, when a lawyer is employed or retained by an organization, including a
corporation, in exercising his or her duties and in providing professional services, the lawyer
shall act for the organization.
Commentary
A lawyer acting for an organization should keep in mind that the organization, as such, is the
client and that a corporate client has a legal personality distinct from its shareholders, officers,
directors, and employees. While the organization or corporation will act and give instructions
through its officers, directors, employees, members, agents, or representatives, the lawyer should
ensure that it is the interests of the organization that are to be served and protected. Further,
given that an organization depends upon persons to give instructions, the lawyer should ensure
that the person giving instructions for the organization is acting within that person’s actual or
ostensible authority.
In addition to acting for the organization, the lawyer may also accept a joint retainer and act for a
person associated with the organization. An example might be a lawyer advising about liability
insurance for an officer of an organization. In such cases the lawyer acting for an organization
should be alert to the prospects of conflicts of interest and should comply with the rules about the
avoidance of conflicts of interest (rule 2.04).
[New – March 2004]

Encouraging Compromise or Settlement
(2) A lawyer shall advise and encourage the client to compromise or settle a dispute
whenever it is possible to do so on a reasonable basis and shall discourage the client from
commencing useless legal proceedings.
(3) The lawyer shall consider the use of alternative dispute resolution (ADR) for every
dispute, and, if appropriate, the lawyer shall inform the client of ADR options and, if so
instructed, take steps to pursue those options.
Threatening Criminal Proceedings
(4) A lawyer shall not advise, threaten, or bring a criminal or quasi-criminal prosecution in
order to secure a civil advantage for the client.
Dishonesty, Fraud etc. by Client or Others
(5) A lawyer shall not
(a) knowingly assist in or encourage any dishonesty, fraud, crime, or illegal conduct;
(b) advise a client or any other person on how to violate the law and avoid punishment.
[Amended – April 2012]
(5.0.1) A lawyer shall not act or do anything or omit to do anything in circumstances where he or
she ought to know that, by acting, doing the thing or omitting to do the thing, he or she is being
used by a client, by a person associated with a client or by any other person to facilitate
dishonesty, fraud, crime or illegal conduct.
[New – April 2012]
(5.0.2) When retained by a client, a lawyer shall make reasonable efforts to ascertain the purpose
and objectives of the retainer and to obtain information about the client necessary to fulfill this
obligation.
(5.0.3) A lawyer shall not use his or her trust account for purposes not related to the provision of
legal services.

Commentary
Subrule (5), which states that a lawyer must not knowingly assist in or encourage dishonesty,
fraud, crime, or illegal conduct, applies whether the lawyer’s knowledge is actual or in the form
of wilful blindness or recklessness. A lawyer should also be on guard against being used as the
tool or dupe of an unscrupulous client or persons associated with such a client or any other
person. Subrules (5.0.1) to (5.0.3) speak to these issues.
[Amended – October 2012]
A lawyer should be alert to and avoid unwittingly becoming involved with a client or any other
person who is engaged in criminal activity such as mortgage fraud or money laundering.
Vigilance is required because the means for these and other criminal activities may be
transactions for which lawyers commonly provide services such as: establishing, purchasing or
selling business entities; arranging financing for the purchase or sale or operation of business
entities; arranging financing for the purchase or sale of business assets; and purchasing and
selling real estate.
To obtain information about the client and about the subject matter and objectives of the retainer,
the lawyer may, for example, need to verify who are the legal or beneficial owners of property
and business entities, verify who has the control of business entities, and clarify the nature and
purpose of a complex or unusual transaction where the purpose is not clear. The lawyer should
make a record of the results of these inquiries. It is especially important to obtain this information
where a lawyer has suspicions or doubts about whether he or she might be assisting a client or
any other person in dishonesty, fraud, crime or illegal conduct. Lawyers should be vigilant in
identifying the presence of “red flags” in their areas of practice and make inquiries to determine
whether a proposed retainer relates to a bona fide transaction. Information on “Red Flags in Real
Estate Transactions” appears below.
[Amended – October 2012]
A client or another person may attempt to use a lawyer’s trust account for improper purposes,
such as hiding funds, money laundering or tax sheltering. These situations highlight the fact that
when handling trust funds, it is important for a lawyer to be aware of his or her obligations under
these subrules and the Law Society’s By-laws that regulate the handling of trust funds.
A bona fide test case is not necessarily precluded by subrule 2.02(5) and, so long as no injury to
the person or violence is involved, a lawyer may properly advise and represent a client who, in
good faith and on reasonable grounds, desires to challenge or test a law and the test can most
effectively be made by means of a technical breach giving rise to a test case.

Red Flags in Real Estate Transactions
A lawyer representing any party in a real estate transaction should be vigilant in identifying the
presence of “red flags” and make inquiries to determine whether it is a bona fide transaction. Red
flags include such things as:

• purchase price manipulations (revealed by, for example, deposits purportedly paid
directly to the vendor, price escalations and “flips” in which a property is sold and re-sold
within a short period of time for a substantially higher price, reductions in the balance
due on closing in consideration of extra credits or deposits not required by the purchase
agreement, amendments to the purchase price not disclosed to the mortgage lender, the
acceptance on closing of an amount less than the balance due, a mortgage advance which
approximates or exceeds the balance due resulting in surplus mortgage proceeds, and so
on);
• a nominal role for one or more parties (fraud is sometimes effected through the use of
“straw people,” who may not exist or whose identities have either been purchased or
stolen, as well as through the suspicious use of powers of attorney);
• the purchaser contributes no funds or only a nominal amount towards the purchase price
or the balance due on closing;
• signs that the parties are concealing a non-arm’s length relationship or are colluding with
respect to the purchase price;
• suspicious or repeated third-party involvement (for example, giving instructions,

supplying client directions or identification, and providing or receiving funds on closing);
and
• the proceeds of sale are disbursed or directed to be paid to parties who are unrelated to
the transaction.
The red flags listed above are not an exhaustive list. Further information regarding red flags
are available from many sources, including the “Fighting Real Estate Fraud” page within the
“Practice Resources” section of the website of the Law Society. Fraudulent real estate
schemes and the red flags associated with such schemes are numerous and evolving. Lawyers
who practise real estate law have a professional obligation therefore to educate themselves on
an ongoing basis regarding the red flags of real estate fraud.
[New – October 2012]
Dishonesty, Fraud, etc. when Client an Organization
(5.1) When a lawyer is employed or retained by an organization to act in a matter and the
lawyer knows that the organization intends to act dishonestly, fraudulently, criminally, or
illegally with respect to that matter, then in addition to his or her obligations under subrule (5),
the lawyer for the organization shall
(a) advise the person from whom the lawyer takes instructions that the proposed
conduct would be dishonest, fraudulent, criminal, or illegal,

(b) if necessary because the person from whom the lawyer takes instructions refuses
to cause the proposed wrongful conduct to be abandoned, advise the organization’s chief
legal officer, or both the chief legal officer and the chief executive officer, that the
proposed conduct would be dishonest, fraudulent, criminal or illegal,
(c) if necessary because the chief legal officer or the chief executive officer of the
organization refuses to cause the proposed conduct to be abandoned, advise progressively
the next highest persons or groups, including ultimately, the board of directors, the board
of trustees, or the appropriate committee of the board, that the proposed conduct would
be dishonest, fraudulent, criminal, or illegal, and
(d) if the organization, despite the lawyer’s advice, intends to pursue the proposed
course of conduct, withdraw from acting in the matter in accordance with rule 2.09.
(5.2) When a lawyer is employed or retained by an organization to act in a matter and the
lawyer knows that the organization has acted or is acting dishonestly, fraudulently, criminally, or
illegally with respect to that matter, then in addition to his or her obligations under subrule (5),
the lawyer for the organization shall
(a) advise the person from whom the lawyer takes instructions and the chief legal
officer, or both the chief legal officer and the chief executive officer, that the conduct was
or is dishonest, fraudulent, criminal, or illegal and should be stopped,
(b) if necessary because the person from whom the lawyer takes instructions, the
chief legal officer, or the chief executive officer refuses to cause the wrongful conduct to
be stopped, advise progressively the next highest persons or groups, including ultimately,
the board of directors, the board of trustees, or the appropriate committee of the board,
that the conduct was or is dishonest, fraudulent, criminal, or illegal and should be
stopped, and
(c) if the organization, despite the lawyer’s advice, continues with the wrongful
conduct, withdraw from acting in the matter in accordance with rule 2.09.
Commentary
The past, present, or proposed misconduct of an organization may have harmful and serious
consequences not only for the organization and its constituency but also for the public, who rely
on organizations to provide a variety of goods and services. In particular, the misconduct of
publicly traded commercial and financial corporations may have serious consequences to the
public at large. Rules 2.02 (5.1) and (5.2) address some of the professional responsibilities of a
lawyer acting for an organization, which includes a corporation, when he or she learns that the
organization has acted, is acting, or proposes to act in a way that is dishonest, fraudulent, criminal
or illegal. In addition to these rules, the lawyer may need to consider, for example, the rules and
commentary about confidentiality (rule 2.03).

Rules 2.02 (5.1) and (5.2) speak of conduct that is dishonest, fraudulent, criminal or illegal, and
this conduct would include acts of omission as well as acts of commission. Indeed, often it is the
omissions of an organization, for example, to make required disclosure or to correct inaccurate
disclosures that would constitute the wrongful conduct to which these rules relate. Conduct likely
to result in substantial harm to the organization, as opposed to genuinely trivial misconduct by an
organization, would invoke these rules.
Once a lawyer acting for an organization learns that the organization has acted, is acting, or
intends to act in a wrongful manner, then the lawyer may advise the chief executive officer and
shall advise the chief legal officer of the misconduct. If the wrongful conduct is not abandoned or
stopped, then the lawyer reports the matter “up the ladder” of responsibility within the
organization until the matter is dealt with appropriately. If the organization, despite the lawyer’s
advice, continues with the wrongful conduct, then the lawyer shall withdraw from acting in the
particular matter in accordance with rule 2.09. In some but not all cases, withdrawal would mean
resigning from his or her position or relationship with the organization and not simply
withdrawing from acting in the particular matter.
These rules recognize that lawyers as the legal advisers to organizations are in a central position
to encourage organizations to comply with the law and to advise that it is in the organizations’
and the public’s interest that organizations do not violate the law. Lawyers acting for
organizations are often in a position to advise the executive officers of the organization not only
about the technicalities of the law but about the public relations and public policy concerns that
motivated the government or regulator to enact the law. Moreover, lawyers for organizations,
particularly in-house counsel, may guide organizations to act in ways that are legal, ethical,
reputable, and consistent with the organization’s responsibilities to its constituents and to the
public.
[New – March 2004]
Client Under a Disability
(6) When a client’s ability to make decisions is impaired because of minority, mental
disability, or for some other reason, the lawyer shall, as far as reasonably possible, maintain a
normal lawyer and client relationship.
Commentary
A lawyer and client relationship presupposes that the client has the requisite mental ability to
make decisions about his or her legal affairs and to give the lawyer instructions. A client’s ability
to make decisions, however, depends on such factors as his or her age, intelligence, experience,
and mental and physical health, and on the advice, guidance, and support of others. Further, a
client’s ability to make decisions may change, for better or worse, over time. When a client is or
comes to be under a disability that impairs his or her ability to make decisions, the impairment
may be minor or it might prevent the client from having the legal capacity to give instructions or
to enter into binding legal relationships. Recognizing these factors, the purpose of this rule is to
direct a lawyer with a client under a disability to maintain, as far as reasonably possible, a normal
lawyer and client relationship.

A lawyer with a client under a disability should appreciate that if the disability of the client is
such that the client no longer has the legal capacity to manage his or her legal affairs, the lawyer
may need to take steps to have a lawfully authorized representative appointed, for example, a
litigation guardian, or to obtain the assistance of the Office of the Public Guardian and Trustee or
the Office of the Children’s Lawyer to protect the interests of the client. In any event, the lawyer
has an ethical obligation to ensure that the client’s interests are not abandoned.
A lawyer who is asked to provide legal services under a limited scope retainer to a client under a
disability should carefully consider and assess in each case how, under the circumstances, it is
possible to render those services in a competent manner.
Legal Services Under a Limited Scope Retainer
2.02 (6.1) Before providing legal services under a limited scope retainer, a lawyer shall
advise the client honestly and candidly about the nature, extent and scope of the services that the
lawyer can provide, and, where appropriate, whether the services can be provided within the
financial means of the client.
[New - September 2011]
(6.2) When providing legal services under a limited scope retainer, a lawyer shall confirm the
services in writing and give the client a copy of the written document when practicable to do so.
Commentary
Reducing to writing the discussions and agreement with the client about the limited scope retainer
assists the lawyer and client in understanding the limitations of the service to be provided and any
risks of the retainer. In certain circumstances, such as when the client is in custody, it may not be
possible to give him or her a copy of the document. In this type of situation, the lawyer should
keep a record of the limited scope retainer in the client file and, when practicable, provide a copy
of the document to the client. A lawyer who is providing legal services under a limited scope
retainer should be careful to avoid acting such that it appears that the lawyer is providing services
to the client under a full retainer.
A lawyer who is providing legal services under a limited scope retainer should consider how
communications from opposing counsel in a matter should be managed. See rule 6.03(7.1)
(6.3) Subrule (6.2) does not apply to a lawyer if the legal services are
(a) legal services or summary advice provided as a duty counsel under the Legal Aid Services
Act, 1998 or through any other duty counsel or other advisory program operated by a not-for-
profit organization;

(b) summary advice provided in community legal clinics, student clinics or under the Legal
Aid Services Act, 1998;
(c) summary advice provided through a telephone-based service or telephone hotline

operated by a community-based or government funded program;
(d) summary advice provided by the lawyer to a client in the context of an introductory
consultation, where the intention is that the consultation, if the client so chooses, would develop
into a retainer for legal services for all aspects of the legal matter; or
(e) pro bono summary legal services provided in a non-profit or court-annexed program.
Commentary
The consultation referred to in subrule (6.3)(d) may include advice on preventative,

protective, pro-active or procedural measures relating to the client’s legal matter, after
which the client may agree to retain the lawyer.
Medical-Legal Reports
(7) A lawyer who receives a medical-legal report from a physician or health professional that
is accompanied by a proviso that it not be shown to the client shall return the report immediately
to the physician or health professional unless the lawyer has received specific instructions to
accept the report on this basis.
Commentary
The lawyer can avoid some of the problems anticipated by the rule by having a full and frank
discussion with the physician or health professional, preferably in advance of the preparation of a
medical-legal report, which discussion will serve to inform the physician or health professional of
the lawyer's obligation respecting disclosure of medical-legal reports to the client.
(8) A lawyer who receives a medical-legal report from a physician or health professional
containing opinions or findings that if disclosed might cause harm or injury to the client shall
attempt to dissuade the client from seeing the report, but if the client insists, the lawyer shall
produce the report.
(9) Where a client insists on seeing a medical-legal report about which the lawyer has
reservations for the reasons noted in subrule (8), the lawyer shall suggest that the client attend at
the office of the physician or health professional to see the report in order that the client will
have the benefit of the expertise of the physician or health professional in understanding the
significance of the conclusion contained in the medical-legal report.

Title Insurance in Real Estate Conveyancing
(10) A lawyer shall assess all reasonable options to assure title when advising a client about a
real estate conveyance and shall advise the client that title insurance is not mandatory and is not
the only option available to protect the client's interests in a real estate transaction.
Commentary
A lawyer should advise the client of the options available to protect the client's interests and
minimize the client's risks in a real estate transaction. The lawyer should be cognizant of when
title insurance may be an appropriate option. Although title insurance is intended to protect the
client against title risks, it is not a substitute for a lawyer's services in a real estate transaction.
The lawyer should be knowledgeable about title insurance and discuss with the client the
advantages, conditions, and limitations of the various options and coverages generally available
to the client through title insurance. Before recommending a specific title insurance product, the
lawyer should be knowledgeable about the product and take such training as may be necessary in
order to acquire the knowledge.
(11) A lawyer shall not receive any compensation, whether directly or indirectly, from a title
insurer, agent or intermediary for recommending a specific title insurance product to his or her
client.
(12) A lawyer shall disclose to the client that no commission or fee is being furnished by any
insurer, agent, or intermediary to the lawyer with respect to any title insurance coverage.
Commentary
The fiduciary relationship between lawyer and client requires full disclosure in all financial
dealings between them and prohibits the acceptance of any hidden fees by the lawyer, including
the lawyer’s law firm, any employee or associate of the firm, or any related entity.
(13) If discussing TitlePLUS insurance with the client, a lawyer shall fully disclose the
relationship between the legal profession, the Society, and the Lawyers' Professional Indemnity
Company (LawPRO).
Reporting on Mortgage Transactions
(14) Where a lawyer acts for a lender and the loan is secured by a mortgage on real property,
the lawyer shall provide a final report on the transaction, together with the duplicate registered
mortgage, to the lender within 60 days of the registration of the mortgage, or within such other
time period as instructed by the lender.

2.03 Confidentiality Rule 2
(15) The final report required by subrule (14) must be delivered within the times set out in that
subrule even if the lawyer has paid funds to satisfy one or more prior encumbrances to ensure the
priority of the mortgage as instructed and the lawyer has obtained an undertaking to register a
discharge of the encumbrance or encumbrances but the discharge remains unregistered.
[New - February 2007]
2.03 CONFIDENTIALITY
Confidential Information
2.03 (1) A lawyer at all times shall hold in strict confidence all information concerning the
business and affairs of the client acquired in the course of the professional relationship and shall
not divulge any such information unless expressly or impliedly authorized by the client or
required by law to do so.
Commentary
A lawyer cannot render effective professional service to the client unless there is full and
unreserved communication between them. At the same time, the client must feel completely
secure and entitled to proceed on the basis that, without any express request or stipulation on the
client's part, matters disclosed to or discussed with the lawyer will be held in strict confidence.
This rule must be distinguished from the evidentiary rule of lawyer and client privilege
concerning oral or documentary communications passing between the client and the lawyer. The
ethical rule is wider and applies without regard to the nature or source of the information or the
fact that others may share the knowledge.
A lawyer owes the duty of confidentiality to every client without exception and whether or not
the client is a continuing or casual client. The duty survives the professional relationship and
continues indefinitely after the lawyer has ceased to act for the client, whether or not differences
have arisen between them.
Generally, the lawyer should not disclose having been consulted or retained by a particular person
about a particular matter unless the nature of the matter requires such disclosure.
A lawyer should take care to avoid disclosure to one client of confidential information concerning
or received from another client and should decline employment that might require such
disclosure.
A lawyer should avoid indiscreet conversations, even with the lawyer's spouse or family, about a
client's affairs and should shun any gossip about such things even though the client is not named
or otherwise identified. Similarly, a lawyer should not repeat any gossip or information about the
client's business or affairs that is overheard or recounted to the lawyer. Apart altogether from
ethical considerations or questions of good taste, indiscreet shop-talk between lawyers, if
overheard by third parties able to identify the matter being discussed, could result in prejudice to
the client. Moreover, the respect of the listener for lawyers and the legal profession will probably
be lessened.

Although the rule may not apply to facts that are public knowledge, nevertheless, the lawyer
should guard against participating in or commenting on speculation concerning the client's affairs
or business.
In some situations, the authority of the client to disclose may be implied. For example, some
disclosure may be necessary in court proceedings, in a pleading or other court document. Also, it
is implied that a lawyer may, unless the client directs otherwise, disclose the client's affairs to
partners and associates in the law firm and, to the extent necessary, to non-legal staff, such as
secretaries and filing clerks. But this implied authority to disclose places the lawyer under a duty
to impress upon associates, employees, and students the importance of non-disclosure (both
during their employment and afterwards) and requires the lawyer to take reasonable care to
prevent their disclosing or using any information that the lawyer is bound to keep in confidence.
A lawyer may have an obligation to disclose information under subrule 4.06(3)(Security of Court
Facilities). If client information is involved in those situations, the lawyer should be guided by the
provisions of rule 2.03.
The rule prohibits disclosure of confidential information because confidentiality and loyalty are
fundamental to the relationship between a lawyer and client and legal advice cannot be given and
justice cannot be done unless clients have a large measure of freedom to discuss their affairs with
their lawyers. However, there are some very exceptional situations identified in the following
subrules where disclosure without the client’s permission might be warranted because the lawyer
is satisfied that truly serious harm of the types identified is imminent and cannot otherwise be
prevented. These situations will be extremely rare, and, even in these situations, the lawyer
should not disclose more information than is required.
Justified or Permitted Disclosure
(2) When required by law or by order of a tribunal of competent jurisdiction, a lawyer shall
disclose confidential information, but the lawyer shall not disclose more information than is
required.
(3) Where a lawyer believes upon reasonable grounds that there is an imminent risk to an
identifiable person or group of death or serious bodily harm, including serious psychological
harm that substantially interferes with health or well-being, the lawyer may disclose, pursuant to
judicial order where practicable, confidential information where it is necessary to do so in order
to prevent the death or harm, but shall not disclose more information than is required.

Commentary
A lawyer employed or retained to act for an organization, including a corporation, confronts a

difficult problem about confidentiality when he or she becomes aware that the organization may
commit a dishonest, fraudulent, criminal, or illegal act. This problem is sometimes described as
the problem of whether the lawyer should “blow the whistle” on his or her employer or client.
Although the Rules of Professional Conduct make it clear that the lawyer shall not knowingly
assist or encourage any dishonesty, fraud, crime, or illegal conduct (rule 2.02 (5)) and provide a
rule for how a lawyer should respond to conduct by an organization that was, is or may be
dishonest, fraudulent, criminal, or illegal (rules 2.02 (5.1) and (5.2), it does not follow that the
lawyer should disclose to the appropriate authorities an employer’s or client’s proposed
misconduct. Rather, the general rule, as set out above, is that the lawyer shall hold the client’s
information in strict confidence, and this general rule is subject to only a few exceptions.
Assuming the exceptions do not apply, there are, however, several steps that a lawyer should take
when confronted with the difficult problem of proposed misconduct by an organization. The
lawyer should recognise that his or her duties are owed to the organization and not to the officers,
employees, or agents of the organization (rule 2.02 (1.1)) and the lawyer should comply with
subrules 2.02 (5.1) and (5.2), which set out the steps the lawyer should take in response to
proposed, past or continuing misconduct by the organization.
[Amended – March 2004]
(4) Where it is alleged that a lawyer or the lawyer’s associates or employees are
(a) guilty of a criminal offence involving a client’s affairs,
(b) civilly liable with respect to a matter involving a client’s affairs, or
(c) guilty of malpractice or misconduct,
a lawyer may disclose confidential information in order to defend against the allegations, but the
lawyer shall not disclose more information than is required.
(5) A lawyer may disclose confidential information in order to establish or collect the
lawyer's fees, but the lawyer shall not disclose more information than is required.
Literary Works
(6) If a lawyer engages in literary works, such as a memoir or an autobiography, the lawyer
shall not disclose confidential information without the client’s or former client’s consent.
Commentary
The fiduciary relationship between lawyer and client forbids the lawyer from using any
confidential information covered by the ethical rule for the benefit of the lawyer or a third person
or to the disadvantage of the client.

2.04 Avoidance of Conflicts of Interest Rule 2
2.04 AVOIDANCE OF CONFLICTS OF INTEREST
Definition
A “conflict of interest” or a “conflicting interest” means an interest
(a) that would be likely to affect adversely a lawyer's judgment on behalf of, or
loyalty to, a client or prospective client, or
(b) that a lawyer might be prompted to prefer to the interests of a client or prospective
client.
Commentary
Conflicting interests include, but are not limited to, the financial interest of a lawyer or an
associate of a lawyer, including that which may exist where lawyers have a financial interest in a
firm of non-lawyers in an affiliation, and the duties and loyalties of a lawyer to any other client,
including the obligation to communicate information. For example, there could be a conflict of
interest if a lawyer, or a family member, or a law partner had a personal financial interest in the
client’s affairs or in the matter in which the lawyer is requested to act for the client, such as a
partnership interest in some joint business venture with the client. The definition of conflict of
interest, however, does not capture financial interests that do not compromise a lawyer’s duties to
the client. For example, a lawyer owning a small number of shares of a publicly traded
corporation would not necessarily have a conflict of interest, because the holding may have no
adverse influence on the lawyer’s judgment or loyalty to the client.
Where a lawyer is acting for a friend or family member, the lawyer may have a conflict of interest
because the personal relationship may interfere with the lawyer’s duty to provide objective,
disinterested professional advice to the client.
[Amended - May 2001, March 2004, October 2004]
Avoidance of Conflicts of Interest
(2) A lawyer shall not advise or represent more than one side of a dispute.
(3) A lawyer shall not act or continue to act in a matter when there is or is likely to be a
conflicting interest unless, after disclosure adequate to make an informed decision, the client or
prospective client consents.
Commentary
A client or the client's affairs may be seriously prejudiced unless the lawyer's judgment and
freedom of action on the client's behalf are as free as possible from conflict of interest.

A lawyer should examine whether a conflict of interest exists not only from the outset but
throughout the duration of a retainer because new circumstances or information may establish or
reveal a conflict of interest.
As important as it is to the client that the lawyer's judgment and freedom of action on the client's
behalf should not be subject to other interests, duties, or obligations, in practice this factor may
not always be decisive. Instead, it may be only one of several factors that the client will weigh
when deciding whether or not to give the consent referred to in the rule. Other factors might
include, for example, the availability of another lawyer of comparable expertise and experience,
the extra cost, delay and inconvenience involved in engaging another lawyer, and the latter's
unfamiliarity with the client and the client's affairs. In some instances, each client’s case may
gather strength from joint representation. In the result, the client's interests may sometimes be
better served by not engaging another lawyer, for example, when the client and another party to a
commercial transaction are continuing clients of the same law firm but are regularly represented
by different lawyers in that firm.
A conflict of interest may arise when a lawyer acts not only as a legal advisor but in another role
for the client. For example, there is a dual role when a lawyer or his or her law firm acts for a
public or private corporation and the lawyer serves as a director of the corporation. Lawyers may
also serve these dual roles for partnerships, trusts, and other organizations. A dual role may raise
a conflict of interest because it may affect the lawyer’s independent judgment and fiduciary
obligations in either or both roles, it may obscure legal advice from business and practical advice,
it may invalidate the protection of lawyer and client privilege, and it has the potential of
disqualifying the lawyer or the law firm from acting for the organization. Before accepting a dual
role, a lawyer should consider these factors and discuss them with the client. The lawyer should
also consider rule 6.04 (Outside Interests and Practice of Law).
If a lawyer has a sexual or intimate personal relationship with a client, this may conflict with the
lawyer’s duty to provide objective, disinterested professional advice to the client. Before
accepting a retainer from or continuing a retainer with a person with whom the lawyer has such a
relationship, a lawyer should consider the following factors:
a. The vulnerability of the client, both emotional and economic;
b. The fact that the lawyer and client relationship may create a power imbalance in favour
of the lawyer or, in some circumstances, in favour of the client;
c. Whether the sexual or intimate personal relationship will jeopardize the client’s right to
have all information concerning the client’s business and affairs held in strict confidence. For
example, the existence of the relationship may obscure whether certain information was acquired
in the course of the lawyer and client relationship;
d. Whether such a relationship may require the lawyer to act as a witness in the
proceedings;
e. Whether such a relationship will interfere in any way with the lawyer’s fiduciary
obligations to the client, his or her ability to exercise independent professional judgment, or his or
her ability to fulfill obligations owed as an officer of the court and to the administration of justice.
There is no conflict of interest if another lawyer of the firm who does not have a sexual or
intimate personal relationship with the client is the lawyer handling the client’s work.

While subrule 2.04(3) does not require that a lawyer advise the client to obtain independent legal
advice about the conflicting interest, in some cases, especially those in which the client is not
sophisticated or is vulnerable, the lawyer should recommend such advice to ensure that the
client’s consent is informed, genuine, and uncoerced.
[Amended – March 2004, October 2004]
Acting Against Client
(4) A lawyer who has acted for a client in a matter shall not thereafter act against the client or
against persons who were involved in or associated with the client in that matter
(a) in the same matter,
(b) in any related matter, or
(c) save as provided by subrule (5), in any new matter, if the lawyer has obtained
from the other retainer relevant confidential information
unless the client and those involved in or associated with the client consent.
Commentary
It is not improper for the lawyer to act against a client in a fresh and independent matter wholly
unrelated to any work the lawyer has previously done for that person and where previously
obtained confidential information is irrelevant to that matter.
(5) Where a lawyer has acted for a former client and obtained confidential information
relevant to a new matter, the lawyer's partner or associate may act in the new matter against the
former client if
(a) the former client consents to the lawyer's partner or associate acting, or
(b) the law firm establishes that it is in the interests of justice that it act in the new
matter, having regard to all relevant circumstances, including
(i) the adequacy and timing of the measures taken to ensure that no disclosure
of the former client's confidential information to the partner or associate having
carriage of the new matter will occur,
(ii) the extent of prejudice to any party,
(iii) the good faith of the parties,
(iv) the availability of suitable alternative counsel, and
(v) issues affecting the public interest.

Commentary
The term “client” is defined in rule 1.02 to include a client of the law firm of which the lawyer is
a partner or associate, whether or not the lawyer handles the client's work. Therefore, if a member
of a law firm has obtained from a former client confidential information that is relevant to a new
matter, no member of the law firm may act against the former client in the new matter unless the
requirements of subrule (5) have been satisfied. In its effect, subrule (5) extends with necessary
modifications the rules and guidelines about conflicts arising from a lawyer transfer between law
firms (rule 2.05) to the situation of a law firm acting against a former client.
Joint Retainer
(6) Except as provided in subrule (8.2), where a lawyer accepts employment from more than
one client in a matter or transaction, the lawyer shall advise the clients that
(a) the lawyer has been asked to act for both or all of them,
(b) no information received in connection with the matter from one can be treated as
confidential so far as any of the others are concerned, and
(c) if a conflict develops that cannot be resolved, the lawyer cannot continue
to act for both or all of them and may have to withdraw completely.
[Amended – February 2007]
Commentary
Although this subrule does not require that, before accepting a joint retainer, a lawyer advise the
client to obtain independent legal advice about the joint retainer, in some cases, especially those
in which one of the clients is less sophisticated or more vulnerable than the other, the lawyer
should recommend such advice to ensure that the client’s consent to the joint retainer is informed,
genuine, and uncoerced.
A lawyer who receives instructions from spouses or partners as defined in the Substitute
Decisions Act, 1992 S.O. 1992 c. 30 to prepare one or more wills for them based on their shared
understanding of what is to be in each will should treat the matter as a joint retainer and comply
with subrule (6). Further, at the outset of this joint retainer, the lawyer should advise the spouses
or partners that if subsequently only one of them were to communicate new instructions, for
example, instructions to change or revoke a will:
(a) the subsequent communication would be treated as a request for a new retainer and not as
part of the joint retainer;
(b) in accordance with rule 2.03, the lawyer would be obliged to hold the subsequent
communication in strict confidence and not disclose it to the other spouse or partner; but
(c) the lawyer would have a duty to decline the new retainer, unless;

(i) the spouses or partners had annulled their marriage, divorced, permanently ended
their conjugal relationship, or permanently ended their close personal relationship, as the case
may be;
(ii) the other spouse or partner had died; or
(iii) the other spouse or partner was informed of the subsequent communication and
agreed to the lawyer acting on the new instructions.
After advising the spouses or partners in the manner described above, the lawyer should obtain
their consent to act in accordance with subrule (8).
[Amended – February, 2005]
(6.1) Where a lawyer acts for both the borrower and the lender in a mortgage or loan
transaction, the lawyer shall disclose to the borrower and the lender, in writing, before the
advance or release of the mortgage or loan funds, all material information that is relevant to the
transaction.
Commentary
What is material is to be determined objectively. Material information would be facts that would
be perceived objectively as relevant by any reasonable lender or borrower. An example is a price
escalation or “flip” where a property is re-transferred or re-sold on the same day or within a short
time period for a significantly higher price. The duty to disclose arises even if the lender or the
borrower does not ask for the specific information.
[New – February 2007]
(7) Except as provided in subrule (8.2), where a lawyer has a continuing relationship with a
client for whom the lawyer acts regularly, before the lawyer accepts joint employment for that
client and another client in a matter or transaction, the lawyer shall advise the other client of the
continuing relationship and recommend that the client obtain independent legal advice about the
joint retainer.
Commentary
Although all the parties concerned may consent, a lawyer should avoid acting for more than one
client when it is likely that an issue contentious between them will arise or their interests, rights,
or obligations will diverge as the matter progresses.
(8) Except as provided in subrule (8.2), where a lawyer has advised the clients as provided
under subrules (6) and (7) and the parties are content that the lawyer act, the lawyer shall obtain
their consent.

(8.1) In subrule (8.2), "lending client" means a client that is a bank, trust company,
insurance company, credit union or finance company that lends money in the ordinary
course of its business.
(8.2) If a lawyer is jointly retained by a client and by a lending client in respect of a

mortgage or loan from the lending client to that client, including any guarantee of that
mortgage or loan, the lending client’s consent is deemed to exist upon the lawyer’s
receipt of written instructions from the lending client to act and the lawyer is not required
to
(a) provide the advice described in subrule (6) to the lending client before
accepting the employment,
(b) provide the advice described in subrule (7) if the lending client is the other
client as described in that subrule, or
(c) obtain the consent of the lending client as described in subrule (8),
including confirming the lending client’s consent in writing, unless the lending
client requires that its consent be reduced to writing.
Commentary
Subrules (8.1) and (8.2) are intended to simplify the advice and consent process between a lawyer
and institutional lender clients. Such clients are generally sophisticated. Their acknowledgement
of the terms of and consent to the joint retainer is usually confirmed in the documentation of the
transaction (e.g. mortgage loan instructions) and the consent is generally deemed by such clients
to exist when the lawyer is requested to act.
Subrule (8.2) applies to all loans where a lawyer is acting jointly for both the lending client and
another client regardless of the purpose of the loan, including, without restriction, mortgage
loans, business loans and personal loans. It also applies where there is a guarantee of such a loan.
[New – February 2007]
(9) Save as provided by subrule (10), where clients have consented to a joint retainer and an
issue contentious between them or some of them arises, the lawyer shall
(a) not advise them on the contentious issue, and
(b) refer the clients to other lawyers, unless
(i) no legal advice is required, and
(ii) the clients are sophisticated,
in which case, the clients may settle the contentious issue by direct negotiation in
which the lawyer does not participate.

Commentary
The rule does not prevent a lawyer from arbitrating or settling or attempting to arbitrate or settle,
a dispute between two or more clients or former clients who are not under any legal disability and
who wish to submit the dispute to the lawyer. Where, after the clients have consented to a joint
retainer, an issue contentious between them or some of them arises, the lawyer is not necessarily
precluded from advising them on non-contentious matters.
(10) Where clients consent to a joint retainer and also agree that if a contentious issue arises
the lawyer may continue to advise one of them and a contentious issue does arise, the lawyer
may advise the one client about the contentious matter and shall refer the other or others to
another lawyer.
Affiliations Between Lawyers and Affiliated Entities
(10.1) Where there is an affiliation, before accepting a retainer to provide legal services to a
client jointly with non-legal services of an affiliated entity, a lawyer shall disclose to the client
(a) any possible loss of solicitor and client privilege because of the involvement of
the affiliated entity, including circumstances where a non-lawyer or non-lawyer staff of
the affiliated entity provide services, including support services, in the lawyer’s office,
(b) the lawyer’s role in providing legal services and in providing non-legal services or
in providing both legal and non-legal services, as the case may be,
(c) any financial, economic or other arrangements between the lawyer and the
affiliated entity that may affect the independence of the lawyer’s representation of the
client, including whether the lawyer shares in the revenues, profits or cash flows of the
affiliated entity; and
(d) agreements between the lawyer and the affiliated entity, such as agreements with
respect to referral of clients between the lawyer and the affiliated entity, that may affect
the independence of the lawyer’s representation of the client.
(10.2) Where there is an affiliation, after making the disclosure as required by subrule (10.1), a
lawyer shall obtain the client’s consent before accepting a retainer under subrule (10.1).
(10.3) Where there is an affiliation, a lawyer shall establish a system to search for conflicts of
interest of the affiliation.

Commentary
Lawyers practising in an affiliation are required to control the practice through which they deliver
legal services to the public. They are also required to address conflicts of interest in respect of a
proposed retainer by a client as if the lawyer’s practice and the practice of the affiliated entity
were one where the lawyers accept a retainer to provide legal services to that client jointly with
non-legal services of the affiliated entity. The affiliation is subject to the same conflict of interest
rules as apply to lawyers and law firms. This obligation may extend to inquiries of offices of
affiliated entities outside of Ontario where those offices are treated economically as part of a
single affiliated entity.
In reference to clause (a) of subrule (10.1), see also subsection 3(2) of By-Law 7.1 (Operational
Obligations and Responsibilities).
[Amended – January 2008]
Prohibition Against Acting for Borrower and Lender
(11) Subject to subrule (12), a lawyer or two or more lawyers practising in partnership or
association shall not act for or otherwise represent both lender and borrower in a mortgage or
loan transaction.
(12) Provided that there is no violation of this rule, a lawyer may act for or otherwise
represent both lender and borrower in a mortgage or loan transaction if
(a) the lawyer practises in a remote location where there are no other lawyers that
either party could conveniently retain for the mortgage or loan transaction,
(b) the lender is selling real property to the borrower and the mortgage represents part
of the purchase price,
(c) the lender is a bank, trust company, insurance company, credit union or finance
company that lends money in the ordinary course of its business,
(d) the consideration for the mortgage or loan does not exceed $50,000, or
(e) the lender and borrower are not at “arm’s length” as defined in the Income Tax
Act (Canada).
[Amended - May 2001]
Multi-discipline Practice
(13) A lawyer in a multi-discipline practice shall ensure that non-licensee partners and
associates observe this rule for the legal practice and for any other business or professional
undertaking carried on by them outside the legal practice.

Unrepresented Persons
(14) When a lawyer is dealing on a client’s behalf with an unrepresented person, the lawyer
shall
(a) urge the unrepresented person to obtain independent legal representation,
(b) take care to see that the unrepresented person is not proceeding under the
impression that his or her interests will be protected by the lawyer, and
(c) make clear to the unrepresented person that the lawyer is acting exclusively in the
interests of the client and accordingly his or her comments may be partisan.
Short-term limited legal services
(15) In this subrule and subrules (16) to (19)
“pro bono client” means a client to whom a lawyer provides short-term limited legal services;
“short-term limited legal services” means pro bono summary legal services provided by a lawyer
to a client under the auspices of Pro Bono Law Ontario’s Law Help Ontario program for matters
in the Superior Court of Justice or in Small Claims Court, with the expectation by the lawyer and
the client that the lawyer will not provide continuing legal representation in the matter.
(16) A lawyer engaged in the provision of short-term limited legal services may provide legal
services to a pro bono client unless
(a) the lawyer knows or becomes aware that the interests of the pro bono client are
directly adverse to the immediate interests of another current client of the lawyer,
the lawyer’s firm or Pro Bono Law Ontario; or
(b) the lawyer has or, while providing the short-term limited legal services, obtains
confidential information relevant to a matter involving a current or former client
of the lawyer, the lawyer’s firm or Pro Bono Law Ontario whose interests are
adverse to those of the pro bono client.
(17) A lawyer who is a partner, an associate, an employee or an employer of a lawyer

providing short-term limited legal services to a pro bono client may act for other clients of the
law firm whose interests are adverse to the pro bono client so long as adequate and timely
measures are in place to ensure that no disclosure of the pro bono client’s confidential
information is made to the lawyer acting for the other clients.
(18) A lawyer who is unable to provide short-term limited legal services to a pro bono client
because of the operation of subrule (16) (a) or (b) shall cease to provide short term limited legal
services to the pro bono client as soon as the lawyer actually becomes aware of the adverse
interest or as soon as he or she has or obtains the confidential information referred to in subrule
(16) and the lawyer shall not seek the pro bono client’s waiver of the conflict.

(19) In providing short-term limited legal services, a lawyer shall
(a) ensure, before providing the legal services, that the appropriate disclosure of the
nature of the legal services has been made to the client; and
(b) determine whether the client may require additional legal services beyond the
short-term limited legal services and if additional services are required or
advisable, encourage the client to seek further legal assistance.
Commentary
Short term limited legal service programs are usually offered in circumstances in which it may be
difficult to systematically screen for conflicts of interest in a timely way, despite the best efforts
and existing practices and procedures of Pro Bono Law Ontario (PBLO) and the lawyers and law
firms who provide these services. Performing a full conflicts screening in circumstances in which
the pro bono services described in subrule (15) are being offered can be very challenging given
the timelines, volume and logistics of the setting in which the services are provided. The time
required to screen for conflicts may mean that qualifying individuals for whom these brief legal
services are available are denied access to legal assistance.
Subrules (15) to (19) apply in circumstances in which the limited nature of the legal services
being provided by a lawyer significantly reduces the risk of conflicts of interest with other
matters being handled by the lawyer’s firm. Accordingly, the lawyer is disqualified from acting
for a client receiving short-term limited legal services only if the lawyer has actual knowledge of
a conflict of interest between the pro bono client and an existing or former client of the lawyer,
the lawyer’s firm or PBLO. For example, a conflict of interest of which the lawyer has no actual
knowledge but which is imputed to the lawyer because of the lawyer’s membership in or
association or employment with a firm would not preclude the lawyer from representing the client
seeking short-term limited legal services.
The lawyer’s knowledge would be based on the lawyer’s reasonable recollection and information
provided by the client in the ordinary course of the consultation and in the client’s application to
PBLO for legal assistance.
The personal disqualification of a lawyer participating in PBLO’s program does not create a
conflict for the other lawyers participating in the program, as the conflict is not imputed to them.
Confidential information obtained by a lawyer representing a pro bono client, as defined in

subrule (15), will not be imputed to the lawyer’s licensee partners, associates and employees or
non-licensee partners or associates in a multi-discipline partnership. As such, these individuals
may continue to act for another client adverse in interest to the pro bono client who is obtaining
or has obtained short-term limited legal services, and may act in future for another client adverse
in interest to the pro bono client who is obtaining or has obtained short-term limited legal
services.

Appropriate screening measures must be in place to prevent disclosure of confidential

information relating to the client to the lawyer’s partners, associates, employees or employer (in
the practice of law). Subrule (17) extends, with necessary modifications, the rules and guidelines
about conflicts arising from a lawyer transfer between law firms (rule 2.05) to the situation of a
law firm acting against a current client of the firm in providing short term limited legal services.
Measures that the lawyer providing the short-term limited legal services should take to ensure the
confidentiality of information of the client’s information include:
• having no involvement in the representation of or any discussions with others in the firm
about another client whose interests conflict with those of the pro bono client;
• identifying relevant files, if any, of the pro bono client and physically segregating access
to them to those working on the file or who require access for specifically identified or approved
reasons; and
• ensuring that the firm has distributed a written policy to all licensees, non-licensee
partners and associates and support staff, explaining the screening measures that are in place.
Subrule (18) precludes a lawyer from obtaining a waiver in respect of conflicts of interest that
arise in providing short-term legal services.
[New – April 22, 2010]
2.04.1 LAWYERS ACTING FOR TRANSFEROR AND TRANSFEREE IN TRANSFERS

OF TITLE
2.04.1 (1) Subject to subrule (3), an individual lawyer shall not act for or otherwise represent
both the transferor and the transferee in a transfer of title to real property.
(2) Subrule (1) does not prevent a law firm of two or more lawyers from acting for or
otherwise representing a transferor and a transferee in a transfer of title to real property so long
as the transferor and transferee are represented by different lawyers in the firm and there is no
violation of rule 2.04.
(3) So long as there is no violation of rule 2.04, an individual lawyer may act for or
otherwise represent both the transferor and the transferee in a transfer of title to real property if
(a) the Land Registration Reform Act permits the lawyer to sign the transfer on
behalf of the transferor and the transferee,
(b) the transferor and transferee are “related persons” as defined in section 251 of the
Income Tax Act (Canada), or
(c) the lawyer practices law in a remote location where there are no other lawyers that
either the transferor or the transferee could without undue inconvenience retain for the
transfer
[Effective March 31, 2008]

2.05 Conflicts from Transfer between Law Firms Rule 2
2.05 CONFLICTS FROM TRANSFER BETWEEN LAW FIRMS
Definitions
“client” includes anyone to whom a lawyer owes a duty of confidentiality, whether or not a
solicitor-client relationship exists between them,
“confidential information” means information obtained from a client that is not generally known
to the public, and
Commentary
The duties imposed by this rule concerning confidential information should be distinguished from
the general ethical duty to hold in strict confidence all information concerning the business and
affairs of the client acquired in the course of the professional relationship, which duty applies
without regard to the nature or source of the information or to the fact that others may share the
knowledge.
“matter” means a case or client file but does not include general “know-how” and, in the case of
a government lawyer, does not include policy advice unless the advice relates to a particular
case.
Application of Rule
(2) This rule applies where a lawyer transfers from one law firm (“former law firm”) to
another (“new law firm”), and either the transferring lawyer or the new law firm is aware at the
time of the transfer or later discovers that
(a) the new law firm represents a client in a matter that is the same as or related to a
matter in which the former law firm represents its client (“former client”),
(b) the interests of those clients in that matter conflict, and
(c) the transferring lawyer actually possesses relevant information respecting that
matter.
(3) Subrules (4) to (7) do not apply to a lawyer employed by the federal, a provincial, or a
territorial Attorney General or Department of Justice who, after transferring from one
department, ministry, or agency to another, continues to be employed by that Attorney General
or Department of Justice.

Commentary
The purpose of the rule is to deal with actual knowledge. Imputed knowledge does not give rise to
disqualification.
Lawyers and support staff - This rule is intended to regulate lawyers and articled students who
transfer between law firms. It also imposes a general duty on lawyers to exercise due diligence in
the supervision of non-lawyer staff, to ensure that they comply with the rule and with the duty not
to disclose confidences of clients of the lawyer’s firm and confidences of clients of other law
firms in which the person has worked.
Government employees and in-house counsel - The definition of “law firm” includes one or more
lawyers practising in a government, a Crown corporation, any other public body, and a
corporation. Thus, the rule applies to lawyers transferring to or from government service and into
or out of an in-house counsel position, but does not extend to purely internal transfers in which,
after transfer, the employer remains the same.
Law firms with multiple offices - The rule treats as one “law firm” such entities as the various legal
services units of a government, a corporation with separate regional legal departments, an
inter-provincial law firm, and a legal aid program with many community law offices. The more
autonomous each unit or office is, the easier it should be, in the event of a conflict, for the new firm
to obtain the former client's consent or to establish that it is in the public interest that it continue to
represent its client in the matter.
Law Firm Disqualification
(4) Where the transferring lawyer actually possesses relevant information respecting the
former client that is confidential and that, if disclosed to a member of the new law firm, may
prejudice the former client, the new law firm shall cease its representation of its client in that
matter unless
(a) the former client consents to the new law firm's continued representation of its
client, or
(b) the new law firm establishes that it is in the interests of justice that it act in the
matter, having regard to all relevant circumstances, including,
(i) the adequacy and timing of the measures taken to ensure that no disclosure
to any member of the new law firm of the former client's confidential information
will occur,
(ii) the extent of prejudice to any party,
(iii) the good faith of the parties,
(iv) the availability of suitable alternative counsel, and

(v) issues affecting the public interest.
Commentary
The circumstances enumerated in subrule (4)(b) are drafted in broad terms to ensure that all
relevant facts will be taken into account. While clauses (ii) to (iv) are self-explanatory, clause (v)
addresses governmental concerns respecting issues of national security, cabinet confidences, and
obligations incumbent on Attorneys General and their agents in the administration of justice.
(5) For greater certainty, subrule (4) is not intended to interfere with the discharge by an
Attorney General or his or her counsel or agent (including those occupying the offices of Crown
Attorney, Assistant Crown Attorney, or part-time Assistant Crown Attorney) of their
constitutional and statutory duties and responsibilities.
(6) Where the transferring lawyer actually possesses relevant information respecting the
former client but that information is not confidential information which, if disclosed to a member
of the new law firm, may prejudice the former client,
(a) the lawyer shall execute an affidavit or solemn declaration to that effect, and
(b) the new law firm shall
(i) notify its client and the former client, or if the former client is represented
in that matter by a lawyer, notify that lawyer of the relevant circumstances and its
intended action under this rule, and
(ii) deliver to the persons referred to in (i) a copy of any affidavit or solemn
declaration executed under (a).
Transferring Lawyer Disqualification
(7) A transferring lawyer described in the opening clause of subrule (4) or (6) shall not,
unless the former client consents,
(a) participate in any manner in the new law firm's representation of its client in that
matter, or
(b) disclose any confidential information respecting the former client.

(8) No member of the new law firm shall, unless the former client consents, discuss with a
transferring lawyer described in the opening clause of subrule (4) or (6) the new law firm's
representation of its client or the former law firm's representation of the former client in that
matter.

Determination of Compliance
(9) Anyone who has an interest in, or who represents a party in, a matter referred to in this
rule may apply to a tribunal of competent jurisdiction for a determination of any aspect of this
rule.
Due Diligence
(10) A lawyer shall exercise due diligence in ensuring that each member and employee of the
lawyer’s law firm, each non-lawyer partner and associate, and each other person whose services
the lawyer has retained
(a) complies with this rule, and
(b) does not disclose
(i) confidential information of clients of the firm, and
(ii) confidential information of clients of another law firm in which the person
has worked.
Commentary
MATTERS TO CONSIDER
When a law firm considers hiring a lawyer or articled student (“transferring lawyer”) from
another law firm, the transferring lawyer and the new law firm need to determine, before the
transfer, whether any conflicts of interest will be created. Conflicts can arise with respect to
clients of the law firm that the transferring lawyer is leaving and with respect to clients of a firm
in which the transferring lawyer worked at some earlier time. The transferring lawyer and the new
law firm need to identify, first, all cases in which
(a) the new law firm represents a client in a matter that is the same as or related to a matter in
respect of which the former law firm represents its client,
(b) the interests of these clients in that matter conflict, and
(c) the transferring lawyer actually possesses relevant information respecting that matter.
The law firm must then determine whether, in each such case, the transferring lawyer actually
possesses relevant information respecting the former client that is confidential and that, if
disclosed to a member of the new law firm, may prejudice the former client. If this element exists,
the new law firm is disqualified unless the former client consents or the new law firm establishes
that its continued representation is in the interests of justice, based on relevant circumstances.

In determining whether the transferring lawyer possesses confidential information, both the
transferring lawyer and the new law firm need to be very careful to ensure that they do not,
during the interview process itself, disclose client confidences.
MATTERS TO CONSIDER BEFORE HIRING A POTENTIAL TRANSFEREE
After completing the interview process and before hiring the transferring lawyer, the new law
firm should determine whether a conflict exists.
A. Where a conflict does exist
If the new law firm concludes that the transferring lawyer does actually possess relevant
information respecting a former client that is confidential and that, if disclosed to a member of the
new law firm, may prejudice the former client if the transferring lawyer is hired, the new law firm
will be prohibited from continuing to represent its client in the matter unless
(a) the new law firm obtains the former client's consent to its continued representation of its
client in that matter, or
(b) the new law firm complies with subrule (4)(b), and, in determining whether continued
representation is in the interests of justice, both clients' interests are the paramount consideration.
If the new law firm seeks the former client's consent to the new law firm continuing to act, it will
in all likelihood be required to satisfy the former client that it has taken reasonable measures to
ensure that no disclosure to any member of the new law firm of the former client's confidential
information will occur. The former client's consent must be obtained before the transferring
lawyer is hired.
Alternatively, if the new law firm applies under subrule (9) for a determination that it may
continue to act, it bears the onus of establishing the matters referred to in subrule (4)(b). Ideally,
this process should be completed before the transferring person is hired.
B. Where no conflict exists
Although subrule 2.05(6) does not require that the notice required by that subrule be in writing, it
would be prudent for the new law firm to confirm these matters in writing. Written notification
eliminates any later dispute about whether notice has been given and about its timeliness and
content.
The new law firm might, for example, seek the former client's consent to the transferring lawyer
acting for the new law firm's client in the matter because, in the absence of such consent, the
transferring lawyer may not act.
If the former client does not consent to the transferring lawyer acting, it would be prudent for the
new law firm to take reasonable measures to ensure that no disclosure will occur to any member
of the new law firm of the former client's confidential information. If such measures are taken, it
will strengthen the new law firm's position if it is later determined that the transferring lawyer did
in fact possess confidential information which, if disclosed, may prejudice the former client.

A transferring lawyer who possesses no such confidential information puts the former client on
notice by executing an affidavit or solemn declaration and delivering it to the former client. A
former client who disputes the allegation of no such confidential information may apply under
subrule (9) for a determination of that issue.
C. Where the new law firm is not sure whether a conflict exists
There may be some cases where the new law firm is not sure whether the transferring lawyer
actually possesses confidential information respecting a former client that, if disclosed to a
member of the new law firm, may prejudice the former client. In such circumstances, it would be
prudent for the new law firm to seek guidance from the Society before hiring the transferring
lawyer.
REASONABLE MEASURES TO ENSURE NON-DISCLOSURE OF CONFIDENTIAL

INFORMATION
As noted above, there are two circumstances in which the new law firm should consider the
implementation of reasonable measures to ensure that no disclosure will occur to any member of
the new law firm of the former client's confidential information:
(a) where the transferring lawyer actually possesses confidential information respecting a
former client that, if disclosed to a member of the new law firm, may prejudice the
former client, and
(b) where the new law firm is not sure whether the transferring lawyer actually possesses
such confidential information, but it wants to strengthen its position if it is later determined that
the transferring lawyer did in fact possess such confidential information.
It is not possible to offer a set of “reasonable measures” that will be appropriate or adequate in
every case. Instead, the new law firm that seeks to implement reasonable measures must exercise
professional judgment in determining what steps must be taken “to ensure that no disclosure will
occur to any member of the new law firm of the former client's confidential information.”
In the case of law firms with multiple offices, the degree of autonomy possessed by each office
will be an important factor in determining what constitutes “reasonable measures.” For example,
the various legal services units of a government, a corporation with separate regional legal
departments, an inter-provincial law firm, or a legal aid program may be able to demonstrate that,
because of its institutional structure, reporting relationships, function, nature of work, and
geography, relatively fewer “measures” are necessary to ensure the non-disclosure of client
confidences. If it can be shown that, because of factors such as the above, lawyers in separate
units, offices, or departments do not “work together” with other lawyers in other units, offices or
departments, this shall be taken into account in the determination of what screening measures are
“reasonable.”
The guidelines at the end of this Commentary, adapted from the Canadian Bar Association's Task
Force report entitled Conflict of Interest Disqualification: Martin v. Gray and Screening Methods
(February 1993), are intended as a checklist of relevant factors to be considered. Adoption of only
some of the guidelines may be adequate in some cases, while adoption of them all may not be
sufficient in others.

In cases where a transferring lawyer joining a government legal services unit or the legal
department of a corporation actually possesses confidential information respecting a former client
that, if disclosed to a member of the new “law firm,” may prejudice the former client, the interests
of the new client (Her Majesty or the corporation) must continue to be represented. Normally, this
will be effected by instituting satisfactory screening measures, which could include referring the
conduct of the matter to counsel in a different department, office or legal services unit. As each
factual situation will be unique, flexibility will be required in the application of subrule (4)(b),
particularly clause (v). Only in those situations where the entire firm must be disqualified
pursuant to subrule (4) will it be necessary to refer conduct of the matter to outside counsel.
GUIDELINES
1. The screened lawyer should have no involvement in the new law firm's representation of its
client.
2. The screened lawyer should not discuss the current matter or any information relating to
the representation of the former client (the two may be identical) with anyone else in the new law
firm.
3. No member of the new law firm should discuss the current matter or the previous
representation with the screened lawyer.
4. The current matter should be discussed only within the limited group that is working on
the matter.
5. The files of the current client, including computer files, should be physically segregated
from the new law firm's regular filing system, specifically identified, and accessible only to those
lawyers and support staff in the new law firm who are working on the matter or who require
access for other specifically identified and approved reasons.
6. No member of the new law firm should show the screened lawyer any documents relating
to the current representation.
7. The measures taken by the new law firm to screen the transferring lawyer should be
stated in a written policy explained to all lawyers and support staff within the firm, supported by
an admonition that violation of the policy will result in sanctions, up to and including dismissal.
8. Undertakings should be provided by the appropriate law firm members setting out that
they have adhered to and will continue to adhere to all elements of the screen.
9. The former client, or if the former client is represented in that matter by a lawyer, that
lawyer, should be advised
(a) that the screened lawyer is now with the new law firm, which represents the
current client, and
(b) of the measures adopted by the new law firm to ensure that there will be no
disclosure of confidential information.

2.06 Doing Business with a Client Rule 2
10. The screened lawyer’s office or work station and that of the lawyer’s support staff should
be located away from the offices or work stations of lawyers and support staff working on the
matter.
11. The screened lawyer should use associates and support staff different from those working
on the current matter.
12. In the case of law firms with multiple offices, consideration should be given to referring
conduct of the matter to counsel in another office.
2.06 DOING BUSINESS WITH A CLIENT
Definitions
“related persons” means related persons as defined in the Income Tax Act (Canada) and “related
person” has a corresponding meaning, and
“syndicated mortgage” means a mortgage having more than one investor.
Investment by Client where Lawyer has an Interest
(2) Subject to subrule (2.1), where a client intends to enter into a transaction with his or her
lawyer or with a corporation or other entity in which the lawyer has an interest other than a
corporation or other entity whose securities are publicly traded, the lawyer, before accepting any
retainer
(a) shall disclose and explain the nature of the conflicting interest to the client or, in
the case of a potential conflict, how and why it might develop later,
(b) shall recommend independent legal representation and shall require that the client
receive independent legal advice, and
(c) where the client requests the lawyer to act, the lawyer shall obtain the client's
written consent.
[Amended – May 2001]
(2.1) When a client intends to pay for legal services by transferring to his, her or its lawyer a
share, participation or other interest in property or in an enterprise, other than a non-material
interest in a publicly traded enterprise, the lawyer shall recommend but need not require that the
client receive independent legal advice before accepting a retainer.
[New – May 2001; Amended – March 2004]

Commentary
If the lawyer does not choose to make disclosure of the conflicting interest or cannot do so
without breaching a confidence, the lawyer must decline the retainer.
The lawyer should not uncritically accept the client's decision to have the lawyer act. It should be
borne in mind that, if the lawyer accepts the retainer, the lawyer's first duty will be to the client. If
the lawyer has any misgivings about being able to place the client's interests first, the retainer
should be declined.
Generally, in disciplinary proceedings under this rule, the burden will rest upon the lawyer to
show good faith, that adequate disclosure was made in the matter, and that the client's consent
was obtained.
If the investment is by borrowing from the client, the transaction may fall within the requirements
of subrules 2.06(4) or (6).
Certificate of Independent Legal Advice
(3) A lawyer retained to give independent legal advice shall, before any advance of funds has
been made by the client,
(a) provide the client with a written certificate that the client has received
independent legal advice, and
(b) obtain the client’s signature on a copy of the certificate of independent legal
advice and send the signed copy to the lawyer with whom the client proposes to transact
business.
Borrowing from Clients
(4) A lawyer shall not borrow money from a client unless
(a) the client is a lending institution, financial institution, insurance company, trust
company or any similar corporation whose business includes lending money to members
of the public, or
(b) the client is a related person as defined by the Income Tax Act (Canada) and the
lawyer is able to discharge the onus of proving that the client's interests were fully
protected by the nature of the case and by independent legal advice or independent legal
representation.
Commentary
The relationship between lawyer and client is a fiduciary one, and no conflict between the
lawyer's own interest and the lawyer's duty to the client can be permitted.

Whether a person lending money to a lawyer on that person's own account or investing money in
a security in which the lawyer has an interest is to be considered a client within this rule is to be
determined having regard to all circumstances. If the circumstances are such that the lender or
investor might reasonably feel entitled to look to the lawyer for guidance and advice in respect of
the loan or investment, the lawyer will be considered bound by the same fiduciary obligation that
attaches to a lawyer in dealings with a client.
(5) In any transaction, other than a transaction within the provisions of subrule (4), in which
money is borrowed from a client by a lawyer's spouse or by a corporation, syndicate, or
partnership in which either the lawyer or the lawyer's spouse has, or both of them together have,
directly or indirectly, a substantial interest, the lawyer shall ensure that the client's interests are
fully protected by the nature of the case and by independent legal representation.
Lawyers in Loan or Mortgage Transactions
(6) A lawyer engaged in the private practice of law in Ontario shall not directly, or indirectly
through a corporation, syndicate, partnership, trust, or other entity in which the lawyer or a
related person has a financial interest, other than an ownership interest of a corporation or other
entity offering its securities to the public of less than five per cent (5%) of any class of securities
(a) hold a syndicated mortgage or loan in trust for investor clients unless each
investor client receives
(i) a complete reporting letter on the transaction,
(ii) a trust declaration signed by the person in whose name the mortgage or
any security instrument is registered, and
(iii) a copy of the duplicate registered mortgage or security instrument,
(b) arrange or recommend the participation of a client or other person as an investor

in a syndicated mortgage or loan where the lawyer is an investor unless the lawyer can
demonstrate that the client or other person had independent legal advice in making the
investment, or
(c) sell mortgages or loans to, or arrange mortgages or loans for, clients or other
persons except in accordance with the skill, competence, and integrity usually expected of
a lawyer in dealing with clients.
Commentary
ACCEPTABLE MORTGAGE OR LOAN TRANSACTIONS
A lawyer may engage in the following mortgage or loan transactions in connection with the
practice of law:

(a) a lawyer may invest in mortgages or loans personally or on behalf of a related person or a
combination thereof,
(b) a lawyer may deal in mortgages or loans as an executor, administrator, committee, trustee
of a testamentary or inter vivos trust established for purposes other than mortgage or loan
investment or under a power of attorney given for purposes other than exclusively for mortgage
or loan investment, and
(c) a lawyer may collect, on behalf of clients, mortgage or loan payments that are made
payable in the name of the lawyer under a written direction to that effect given by the client to the
mortgagor or borrower provided that such payments are deposited into the lawyer's trust account.
A lawyer may introduce a borrower (whether or not a client) to a lender (whether or not a client)
and the lawyer may then act for either, and when subrule 2.04 (12) applies, the lawyer may act for
both.
Disclosure
(7) Where a lawyer sells or arranges mortgages for clients or other persons, the lawyer shall
disclose in writing to each client or other person the priority of the mortgage and all other
information relevant to the transaction that is known to the lawyer that would be of concern to a
proposed investor.
No Advertising
(8) A lawyer shall not promote, by advertising or otherwise, individual or joint investment
by clients or other persons who have money to lend, in any mortgage in which a financial interest
is held by the lawyer, a related person, or a corporation, syndicate, partnership, trust or other
entity in which the lawyer or related person has a financial interest, other than an ownership
interest of a corporation or other entity offering its securities to the public of less than five per
cent (5%) of any class of securities.
Guarantees by a Lawyer
(9) Except as provided by subrule (10), a lawyer shall not guarantee personally, or otherwise
provide security for, any indebtedness in respect of which a client is a borrower or lender.
(10) A lawyer may give a personal guarantee in the following circumstances:
(a) the lender is a lending institution, financial institution, insurance company, trust
company or any similar corporation whose business includes lending money to members
of the public, and the lender is directly or indirectly providing funds solely for the lawyer,
the lawyer’s spouse, parent, or child,
(b) the transaction is for the benefit of a non-profit or charitable institution where the
lawyer as a member or supporter of such institution is asked, either individually or
together with other members or supporters of the institution, to provide a guarantee, or

2.07 Preservation of Client’s Property Rule 2
(c) the lawyer has entered into a business venture with a client and the lender requires
personal guarantees from all participants in the venture as a matter of course and
(i) the lawyer has complied with rule 2.04 (Avoidance of Conflicts of
Interest) and this rule (Doing Business with a Client), and
(ii) the lender and participants in the venture who are or were clients of the
lawyer have received independent legal representation.
2.07 PRESERVATION OF CLIENT’S PROPERTY
Preservation of Client's Property
2.07 (1) A lawyer shall care for a client’s property as a careful and prudent owner would
when dealing with like property and shall observe all relevant rules and law about the
preservation of a client’s property entrusted to a lawyer.
Commentary
The duties concerning safekeeping, preserving, and accounting for clients' monies and other
property are set out in the by-laws made under the Law Society Act.
These duties are closely related to those regarding confidential information. The lawyer should
keep the client’s papers and other property out of sight as well as out of reach of those not entitled
to see them and should, subject to any rights of lien, promptly return them to the client upon
request or at the conclusion of the lawyer's retainer.
Notification of Receipt of Property
(2) A lawyer shall promptly notify the client of the receipt of any money or other property of
the client, unless satisfied that the client is aware that they have come into the lawyer's custody.
Identifying Client’s Property
(3) A lawyer shall clearly label and identify the client's property and place it in safekeeping
distinguishable from the lawyer's own property.
(4) A lawyer shall maintain such records as necessary to identify a client’s property that is in
the lawyer’s custody.
Accounting and Delivery
(5) A lawyer shall account promptly for a client’s property that is in the lawyer’s custody and
upon request shall deliver it to the order of the client.

2.08 Fees and Disbursements Rule 2
(6) Where a lawyer is unsure of the proper person to receive a client’s property, the lawyer
shall apply to a tribunal of competent jurisdiction for direction.
Commentary
The lawyer should be alert to claim on behalf of a client any privilege in respect of property
seized or attempted to be seized by an external authority. In this regard, the lawyer should be
familiar with the nature of the client's privilege and with such relevant statutory provisions as are
found in the Income Tax Act (Canada).
2.08 FEES AND DISBURSEMENTS
Reasonable Fees and Disbursements
2.08 (1) A lawyer shall not charge or accept any amount for a fee or disbursement unless it
is fair and reasonable and has been disclosed in a timely fashion.
(2) A lawyer shall not charge a client interest on an overdue account save as permitted by the
Solicitors Act or as otherwise permitted by law.
Commentary
What is a fair and reasonable fee will depend upon such factors as
(a) the time and effort required and spent,
(b) the difficulty and importance of the matter,
(c) whether special skill or service has been required and provided,
(d) the amount involved or the value of the subject-matter,
(e) the results obtained,
(f) fees authorized by statute or regulation,
(g) special circumstances, such as the loss of other retainers, postponement of payment,
uncertainty of reward, or urgency.
The fiduciary relationship between lawyer and client requires full disclosure in all financial
dealings between them and prohibits the acceptance by the lawyer of any hidden fees. No fee,
reward, costs, commission, interest, rebate, agency or forwarding allowance, or other
compensation related to professional employment may be taken by the lawyer from anyone other
than the client without full disclosure to and the consent of the client or, where the lawyer's fees
are being paid by someone other than the client, such as a legal aid agency, a borrower, or a
personal representative, without the consent of such agency or other person.

Breach of this rule and misunderstandings about fees and financial matters bring the legal
profession into disrepute and reflect adversely upon the general administration of justice. A
lawyer should try to avoid controversy with a client about fees and should be ready to explain the
basis for the charges (especially if the client is unsophisticated or uninformed about how a fair
and reasonable fee is determined). A lawyer should inform a client about his or her rights to have
an account assessed under the Solicitors Act.
Where possible to do so, a lawyer should give the client a fair estimate of fees and disbursements,
pointing out any uncertainties involved, so that the client may be able to make an informed
decision. This is particularly important concerning fee charges or disbursements that the client
might not reasonably be expected to anticipate. When something unusual or unforeseen occurs
that may substantially affect the amount of a fee or disbursement, the lawyer should forestall
misunderstandings or disputes by giving the client an immediate explanation.
It is in keeping with the best traditions of the legal profession to provide services pro bono and to
reduce or waive a fee where there is hardship or poverty or the client or prospective client would
otherwise be deprived of adequate legal advice or representation. A lawyer should provide public
interest legal services and should support organizations that provide services to persons of limited
means.
Contingency Fees and Contingency Fee Agreements
(3) Subject to subrule (1) except in family law or criminal or quasi-criminal matters, a lawyer
may enter into a written agreement in accordance with the Solicitors Act and the regulations
thereunder, that provides that the lawyer’s fee is contingent, in whole or in part, on the successful
disposition or completion of the matter for which the lawyer's services are to be provided.
[Amended – November 2002, October 2004]
Commentary
In determining the appropriate percentage or other basis of the contingency fee, the lawyer and
the client should consider a number of factors, including the likelihood of success, the nature and
complexity of the claim, the expense and risk of pursuing it, the amount of the expected recovery
and who is to receive an award of costs. The lawyer and client may agree that in addition to the
fee payable under the agreement, any amount arising as a result of an award of costs or costs
obtained as a part of a settlement is to be paid to the lawyer, which agreement under the Solicitors
Act must receive judicial approval. In such circumstances, a smaller percentage of the award than
would otherwise be agreed upon for the contingency fee, after considering all relevant factors,
will generally be appropriate. The test is whether the fee in all of the circumstances is fair and
reasonable.
[New - October 2002, Amended October 2004]

Statement of Account
(4) In a statement of an account delivered to a client, a lawyer shall clearly and separately
detail the amounts charged as fees and as disbursements.
Joint Retainer
(5) Where a lawyer is acting for two or more clients, the lawyer shall divide the fees and
disbursements equitably between them, unless there is an agreement by the clients otherwise.
Division of Fees and Referral Fees
(6) Where the client consents, fees for a matter may be divided between licensees who are
not in the same firm, provided that the fees are divided in proportion to the work done and the
responsibilities assumed.
(7) Where a lawyer refers a matter to another licensee because of the expertise and ability of
the other licensee to handle the matter and the referral was not made because of a conflict of
interest, the referring lawyer may accept and the other licensee may pay a referral fee provided
that
(a) the fee is reasonable and does not increase the total amount of the fee charged to
the client, and
(b) the client is informed and consents.
(8) A lawyer shall not
(a) directly or indirectly share, split, or divide his or her fees with any person who is
not a licensee, or
(b) give any financial or other reward to any person who is not a licensee for the
referral of clients or client matters.
[Amended - April 2008]
Commentary
This rule does not prohibit an arrangement respecting the purchase and sale of a law practice
when the consideration payable includes a percentage of revenues generated from the practice
sold.
[New - May 2001]
Exception for Multi-discipline Practices and Interprovincial and International Law Firms
(9) Subrule (8) does not apply to

2.09 Withdrawal from Representation Rule 2
(a) multi-discipline practices of lawyer and non-licensee partners where the

partnership agreement provides for the sharing of fees, cash flows or profits among
members of the firm, and
(b) sharing of fees, cash flows or profits by lawyers who are
(i) members of an interprovincial law firm, or
(ii) members of a law partnership of Ontario and non-Canadian lawyers who

otherwise comply with this rule.
Commentary
An affiliation is different from a multi-discipline practice established in accordance with the by-
laws under the Law Society Act, an interprovincial law partnership or a partnership between
Ontario lawyers and foreign lawyers. An affiliation is subject to subrule 2.08(8). In particular, an
affiliated entity is not permitted to share in the lawyer’s revenues, cash flows or profits, either
directly or indirectly through excessive inter-firm charges, for example, by charging inter-firm
expenses above their fair market value.
[New - May 2001]
Appropriation of Funds
(10) The lawyer shall not appropriate any funds of the client held in trust or otherwise under
the lawyer's control for or on account of fees except as permitted by the by-laws under the Law
Society Act.
2.09 WITHDRAWAL FROM REPRESENTATION
Withdrawal from Representation
2.09 (1) A lawyer shall not withdraw from representation of a client except for good cause
and upon notice to the client appropriate in the circumstances.
Commentary
Although the client has the right to terminate the lawyer-client relationship at will, the lawyer
does not enjoy the same freedom of action. Having undertaken the representation of a client, the
lawyer should complete the task as ably as possible unless there is justifiable cause for
terminating the relationship.

No hard and fast rules can be laid down about what will constitute reasonable notice before
withdrawal. Where the matter is covered by statutory provisions or rules of court, these will
govern. In other situations, the governing principle is that the lawyer should protect the client's
interests to the best of the lawyer's ability and should not desert the client at a critical stage of a
matter or at a time when withdrawal would put the client in a position of disadvantage or peril.
Optional Withdrawal
(2) Subject to the rules about criminal proceedings and the direction of the tribunal, where
there has been a serious loss of confidence between the lawyer and the client, the lawyer may
withdraw.
Commentary
A lawyer who is deceived by the client will have justifiable cause for withdrawal, and the refusal
of the client to accept and act upon the lawyer's advice on a significant point might indicate a loss
of confidence justifying withdrawal. However, the lawyer should not use the threat of withdrawal
as a device to force a hasty decision by the client on a difficult question.
Non-payment of Fees
(3) Subject to the rules about criminal proceedings and the direction of the tribunal, where,
after reasonable notice, the client fails to provide funds on account of disbursements or fees, a
lawyer may withdraw unless serious prejudice to the client would result.
Withdrawal from Criminal Proceedings
(4) Where a lawyer has agreed to act in a criminal case and where the interval between a
withdrawal and the trial of the case is sufficient to enable the client to obtain another licensee
and to allow such other licensee adequate time for preparation, the lawyer who has agreed to act
may withdraw because the client has not paid the agreed fee or for other adequate cause provided
that the lawyer
(a) notifies the client, preferably in writing, that the lawyer is withdrawing because
the fees have not been paid or for other adequate cause,
(b) accounts to the client for any monies received on account of fees and
disbursements,
(c) notifies Crown counsel in writing that the lawyer is no longer acting,
(d) in a case when the lawyer's name appears on the records of the court as acting for
the accused, notifies the clerk or registrar of the appropriate court in writing that the
lawyer is no longer acting.

Commentary
A lawyer who has withdrawn because of conflict with the client should not indicate in the notice
addressed to the court or Crown counsel the cause of the conflict or make reference to any matter
that would violate the privilege that exists between lawyer and client. The notice should merely
state that the lawyer is no longer acting and has withdrawn.
(5) Where a lawyer has agreed to act in a criminal case and where the date set for trial is not
far enough removed to enable the client to obtain another licensee or to enable another licensee
to prepare adequately for trial and an adjournment of the trial date cannot be obtained without
adversely affecting the client’s interests, the lawyer who agreed to act may not withdraw because
of non-payment of fees.
(6) Where the lawyer is justified in withdrawing from a criminal case for reasons other than
non-payment of fees and there is not a sufficient interval between a notice to the client of the
lawyer's intention to withdraw and the date when the case is to be tried to enable the client to
obtain another licensee and to enable such licensee to prepare adequately for trial, the first
lawyer, unless instructed otherwise by the client, should attempt to have the trial date adjourned
and may withdraw from the case only with the permission of the court before which the case is to
be tried.
Commentary
Where circumstances arise that in the opinion of the lawyer require an application to the court for
leave to withdraw, the lawyer should promptly inform Crown counsel and the court of the
intention to apply for leave in order to avoid or minimize any inconvenience to the court and
witnesses.
Mandatory Withdrawal
(7) Subject to the rules about criminal proceedings and the direction of the tribunal, a lawyer
shall withdraw if
(a) discharged by the client,
(b) the lawyer is instructed by the client to do something inconsistent with the
lawyer's duty to the tribunal and, following explanation, the client persists in such
instructions,
(c) the client is guilty of dishonourable conduct in the proceedings or is taking a

position solely to harass or maliciously injure another,
(d) it becomes clear that the lawyer's continued employment will lead to a breach of
these rules,

(d.1) the lawyer is required to do so pursuant to subrules 2.02 (5.1) or (5.2) (dishonesty,
fraud, etc. when client an organization), or
(e) the lawyer is not competent to handle the matter.

[Amended – March 2004]
Commentary
When a law firm is dissolved it will usually result in the termination of the lawyer-client
relationship as between a particular client and one or more of the lawyers involved. In such cases,
most clients will prefer to retain the services of the lawyer whom they regarded as being in charge
of their business before the dissolution. However, the final decision rests with the client, and the
lawyers who are no longer retained by that client should act in accordance with the principles
here set out, and, in particular, should try to minimize expense and avoid prejudice to the client.
Manner of Withdrawal
(8) When a lawyer withdraws, the lawyer shall try to minimize expense and avoid prejudice
to the client and shall do all that can reasonably be done to facilitate the orderly transfer of the
matter to the successor legal practitioner.
(9) Upon discharge or withdrawal, a lawyer shall
(a) subject to the lawyer’s right to a lien, deliver to or to the order of the client all
papers and property to which the client is entitled,
(b) give the client all information that may be required in connection with the case or
matter,
(c) account for all funds of the client then held or previously dealt with, including the
refunding of any remuneration not earned during the representation,
(d) promptly render an account for outstanding fees and disbursements, and
(e) co-operate with the successor legal practitioner so as to minimize expense and
avoid prejudice to the client.
Commentary
The obligation to deliver papers and property is subject to a lawyer's right of lien. In the event of
conflicting claims to such papers or property, the lawyer should make every effort to have the
claimants settle the dispute.
A lawyer acting for several clients in a case or matter who ceases to act for one or more of them
should co-operate with the successor legal practitioner or practitioners to the extent required by
the rules and should seek to avoid any unseemly rivalry, whether real or apparent.


Where upon the discharge or withdrawal of the lawyer, the question of a right of lien for unpaid
fees and disbursements arises, the lawyer should have due regard to the effect of its enforcement
upon the client's position. Generally speaking, the lawyer should not enforce the lien if to do so
would prejudice materially the client's position in any uncompleted matter.
Duty of Successor Licensee
(10) Before agreeing to represent a client, a successor licensee shall be satisfied that the
former licensee approves, has withdrawn, or has been discharged by the client.
Commentary
It is quite proper for the successor licensee to urge the client to settle or take reasonable steps
towards settling or securing any outstanding account of the former licensee, especially if the latter
withdrew for good cause or was capriciously discharged. But if a trial or hearing is in progress or
imminent or if the client would otherwise be prejudiced, the existence of an outstanding account
should not be allowed to interfere with the successor licensee acting for the client.

The Practice of Law
3.01 Making Legal Services Available Rule 3
Rule 3 The Practice of Law

3.01 MAKING LEGAL SERVICES AVAILABLE
Making Services Available
3.01 (1) A lawyer shall make legal services available to the public in an efficient and
convenient way.
Commentary
A lawyer may assist in making legal services available by participating in the Legal Aid Plan and
lawyer referral services and by engaging in programmes of public information, education or advice
concerning legal matters.
Right to Decline Representation - A lawyer may decline a particular representation (except when
assigned as counsel by a tribunal), but that discretion should be exercised prudently, particularly if
the probable result would be to make it difficult for a person to obtain legal advice or representation.
Generally, a lawyer should not decline representation merely because a person seeking legal
services or that person's cause is unpopular or notorious, or because powerful interests or
allegations of misconduct or malfeasance are involved, or because of the lawyer's private opinion
about the guilt of the accused. A lawyer declining representation should assist in obtaining the
services of another licensee qualified in the particular field and able to act.
When a lawyer offers assistance to a client or prospective client in finding another licensee, the
assistance should be given willingly and, except where a referral fee is permitted by rule 2.08(7),
without charge.
Restrictions
(2) In offering legal services, a lawyer shall not use means
(a) that are false or misleading,
(b) that amount to coercion, duress, or harassment,
(c) that take advantage of a person who is vulnerable or who has suffered a traumatic
experience and has not yet had a chance to recover,
(d) that are intended to influence a person who has retained another lawyer for a
particular matter to change his or her lawyer for that matter, unless the change is initiated
by the person or the other lawyer, or
(e) that otherwise bring the profession or the administration of justice into disrepute.

The Practice of Law
3.02 Marketing Rule 3
Commentary
A person who is vulnerable or who has suffered a traumatic experience and has not yet had a chance
to recover may need the professional assistance of a lawyer, and this rule does not prevent a lawyer
from offering his or her assistance to such a person. Rather, the rule prohibits the lawyer from using
unconscionable or exploitive means that bring the profession or the administration of justice into
disrepute.
3.02 MARKETING
Marketing Legal Services
3.02 (1) In this Rule, "marketing" includes advertisements and other similar
communications in various media as well as firm names (including trade names), letterhead,
business cards and logos.
(2) A lawyer may market legal services if the marketing
(a) is demonstrably true, accurate and verifiable,
(b) is neither misleading, confusing, or deceptive, nor likely to mislead, confuse or

deceive, and
(c) is in the best interests of the public and is consistent with a high standard of
professionalism.
Commentary
Examples of marketing that may contravene this rule include:
a. stating an amount of money that the lawyer has recovered for a client or referring to the
lawyer’s degree of success in past cases, unless such statement is accompanied by a further
statement that past results are not necessarily indicative of future results and that the amount
recovered and other litigation outcomes will vary according to the facts in individual cases;
b. suggesting qualitative superiority to other lawyers;
c. raising expectations unjustifiably;
d. suggesting or implying the lawyer is aggressive;
e. disparaging or demeaning other persons, groups, organizations or institutions;
f. taking advantage of a vulnerable person or group;
g. using testimonials or endorsements which contain emotional appeals.

The Practice of Law
3.03 Advertising Nature Of Practice Rule 3
Advertising of Fees
(3) A lawyer may advertise fees charged by the lawyer for legal services if
(a) the advertising is reasonably precise as to the services offered for each fee quoted,
(b) the advertising states whether other amounts, such as disbursements and taxes,
will be charged in addition to the fee, and
(c) the lawyer adheres to the advertised fee.
3.03 ADVERTISING NATURE OF PRACTICE
Certified Specialist
3.03 (1) A lawyer may advertise that the lawyer is a specialist in a specified field only if
the lawyer has been so certified by the Society.
Commentary
Lawyer’s advertisements may be designed to provide information to assist a potential client to

choose a lawyer who has the appropriate skills and knowledge for the client’s particular legal
matter.
In accordance with s. 20(1) of the Society’s By-law 15 on Certified Specialists, the lawyer who is
not a certified specialist is not permitted to use any designation from which a person might
reasonably conclude that the lawyer is a certified specialist.
In a case where a firm practises in more than one jurisdiction, some of which certify or recognize
specialization, an advertisement by such a firm which makes reference to the status of a firm
member as a specialist, in media circulated concurrently in the other jurisdiction(s) and the
certifying jurisdiction, shall not be considered as offending this rule if the certifying authority or
organization is identified.
A lawyer may advertise areas of practice, including preferred areas of practice or that his or her
practice is restricted to a certain area of law. An advertisement may also include a description of
the lawyer’s or law firm’s proficiency or experience in an area of law. In all cases, the
representations made must be accurate (that is, demonstrably true) and must not be misleading.
3.04 Interprovincial Law Firms
Interprovincial Law Firms
3.04 (1) Lawyers may enter into agreements with lawyers in other Canadian jurisdictions
to form an interprovincial law firm, so long as they comply with the requirements of this rule.

The Practice of Law
3.04 Interprovincial Law Firms Rule 3
Requirements
(2) A lawyer who is a member of an interprovincial law firm and qualified to practise in
Ontario shall comply with all the requirements of the Society.
Ontario shall ensure that the books, records, and accounts pertaining to the practice in Ontario
are available in Ontario on demand by the Society's auditors or their designated agents.
Ontario shall ensure that his or her partners, associates, or employees who are not qualified to
practise in Ontario are not held out as and do not represent themselves as qualified to practise in
Ontario.
[Amended - November 2008]

Relationship to the Administration of Justice
4.01 The Lawyer as Advocate Rule 4
Rule 4 Relationship to the Administration of Justice

4.01 THE LAWYER AS ADVOCATE
Advocacy
4.01 (1) When acting as an advocate, a lawyer shall represent the client resolutely and
honourably within the limits of the law while treating the tribunal with candour, fairness,
courtesy, and respect.
Commentary
The lawyer has a duty to the client to raise fearlessly every issue, advance every argument, and
ask every question, however distasteful, which the lawyer thinks will help the client's case and to
endeavour to obtain for the client the benefit of every remedy and defence authorized by law. The
lawyer must discharge this duty by fair and honourable means, without illegality and in a manner
that is consistent with the lawyer's duty to treat the tribunal with candour, fairness, courtesy and
respect and in a way that promotes the parties’ right to a fair hearing where justice can be done.
Maintaining dignity, decorum, and courtesy in the courtroom is not an empty formality because,
unless order is maintained, rights cannot be protected.
This rule applies to the lawyer as advocate, and therefore extends not only to court proceedings
but also to appearances and proceedings before boards, administrative tribunals, arbitrators,
mediators, and others who resolve disputes, regardless of their function or the informality of their
procedures.
Role in Adversary Proceedings - In adversary proceedings the lawyer's function as advocate is

openly and necessarily partisan. Accordingly, the lawyer is not obliged (save as required by law
or under these rules and subject to the duties of a prosecutor set out below) to assist an adversary
or advance matters derogatory to the client's case.
In adversary proceedings that will likely affect the health, welfare, or security of a child, a lawyer
should advise the client to take into account the best interests of the child, where this can be done
without prejudicing the legitimate interests of the client.
When acting as an advocate, a lawyer should refrain from expressing the lawyer’s personal
opinions on the merits of a client’s case.
When opposing interests are not represented, for example, in without notice or uncontested
matters or in other situations where the full proof and argument inherent in the adversary system
cannot be achieved, the lawyer must take particular care to be accurate, candid, and
comprehensive in presenting the client's case so as to ensure that the tribunal is not misled.
Duty as Defence Counsel - When defending an accused person, a lawyer's duty is to protect the
client as far as possible from being convicted except by a tribunal of competent jurisdiction and
upon legal evidence sufficient to support a conviction for the offence with which the client is
charged. Accordingly, and notwithstanding the lawyer's private opinion on credibility or the
merits, a lawyer may properly rely on any evidence or defences including so-called technicalities
not known to be false or fraudulent.

Admissions made by the accused to a lawyer may impose strict limitations on the conduct of the
defence, and the accused should be made aware of this. For example, if the accused clearly
admits to the lawyer the factual and mental elements necessary to constitute the offence, the
lawyer, if convinced that the admissions are true and voluntary, may properly take objection to
the jurisdiction of the court, or to the form of the indictment, or to the admissibility or sufficiency
of the evidence, but must not suggest that some other person committed the offence or call any
evidence which, by reason of the admissions, the lawyer believes to be false. Nor may the lawyer
set up an affirmative case inconsistent with such admissions, for example, by calling evidence in
support of an alibi intended to show that the accused could not have done or, in fact, has not done
the act. Such admissions will also impose a limit on the extent to which the lawyer may attack the
evidence for the prosecution. The lawyer is entitled to test the evidence given by each individual
witness for the prosecution and argue that the evidence taken as a whole is insufficient to amount
to proof that the accused is guilty of the offence charged, but the lawyer should go no further than
that.
The lawyer should never waive or abandon the client's legal rights, for example, an available
defence under a statute of limitations, without the client's informed consent.
In civil matters, it is desirable that the lawyer should avoid and discourage the client from
resorting to frivolous or vexatious objections, or from attempts to gain advantage from slips or
oversights not going to the merits, or from tactics that will merely delay or harass the other side.
Such practices can readily bring the administration of justice and the legal profession into
disrepute.
In civil proceedings, the lawyer has a duty not to mislead the tribunal about the position of the
client in the adversary process. Thus, a lawyer representing a party to litigation who has made an
agreement or is party to an agreement made before or during the trial by which a plaintiff is
guaranteed recovery by one or more parties notwithstanding the judgment of the court, should
immediately reveal the existence and particulars of the agreement to the court and to all parties to
the proceedings.
(2) When acting as an advocate, a lawyer shall not
(a) abuse the process of the tribunal by instituting or prosecuting proceedings which,
although legal in themselves, are clearly motivated by malice on the part of the client and
are brought solely for the purpose of injuring the other party,
(b) knowingly assist or permit the client to do anything that the lawyer considers to
be dishonest or dishonourable,
(c) appear before a judicial officer when the lawyer, the lawyer's associates or the
client have business or personal relationships with the officer that give rise to or might
reasonably appear to give rise to pressure, influence, or inducement affecting the
impartiality of the officer,
(d) endeavour or allow anyone else to endeavour, directly or indirectly, to influence

the decision or action of a tribunal or any of its officials in any case or matter by any
means other than open persuasion as an advocate,

(e) knowingly attempt to deceive a tribunal or influence the course of justice by

offering false evidence, misstating facts or law, presenting or relying upon a false or
deceptive affidavit, suppressing what ought to be disclosed, or otherwise assisting in any
fraud, crime, or illegal conduct,
(f) knowingly misstate the contents of a document, the testimony of a witness, the
substance of an argument, or the provisions of a statute or like authority,
(g) knowingly assert as true a fact when its truth cannot reasonably be supported by
the evidence or as a matter of which notice may be taken by the tribunal,
(h) deliberately refrain from informing the tribunal of any binding authority that the
lawyer considers to be directly on point and that has not been mentioned by an opponent,
(i) dissuade a witness from giving evidence or advise a witness to be absent,
(j) knowingly permit a witness or party to be presented in a false or misleading way

or to impersonate another,
(k) needlessly abuse, hector, or harass a witness,
(l) when representing a complainant or potential complainant, attempt to gain a

benefit for the complainant by threatening the laying of a criminal charge or by offering
to seek or to procure the withdrawal of a criminal charge, and
(m) needlessly inconvenience a witness.
Commentary
A lawyer representing an accused or potential accused may communicate with a complainant or

potential complainant, for example, to obtain factual information, to arrange for restitution or an
apology from the accused, or to defend or settle any civil claims between the accused and the
complainant. However, where the complainant or potential complaint is vulnerable, the lawyer
must take care not to take unfair or improper advantage of the circumstances. Where the
complainant or potential complainant is unrepresented, the lawyer should be governed by the
rules about unrepresented persons and make it clear that the lawyer is acting exclusively in the
interests of the accused or potential accused and, accordingly, the lawyer’s comments may be
partisan. When communicating with an unrepresented complainant or potential complainant, it is
prudent to have a witness present.
Duty as Prosecutor
(3) When acting as a prosecutor, a lawyer shall act for the public and the administration of
justice resolutely and honourably within the limits of the law while treating the tribunal with
candour, fairness, courtesy, and respect.

Commentary
When engaged as a prosecutor, the lawyer's prime duty is not to seek to convict but to see that
justice is done through a fair trial on the merits. The prosecutor exercises a public function
involving much discretion and power and must act fairly and dispassionately. The prosecutor
should not do anything that might prevent the accused from being represented by counsel or
communicating with counsel and, to the extent required by law and accepted practice, should
make timely disclosure to defence counsel or directly to an unrepresented accused of all relevant
and known facts and witnesses, whether tending to show guilt or innocence.
Discovery Obligations
(4) Where the rules of a tribunal require the parties to produce documents or attend on
examinations for discovery, a lawyer, when acting as an advocate
(a) shall explain to his or her client
(i) the necessity of making full disclosure of all documents relating to any
matter in issue, and
(ii) the duty to answer to the best of his or her knowledge, information, and
belief, any proper question relating to any issue in the action or made discoverable
by the rules of court or the rules of the tribunal,
(b) shall assist the client in fulfilling his or her obligations to make full disclosure,
and
(c) shall not make frivolous requests for the production of documents or make
frivolous demands for information at the examination for discovery.
Disclosure of Error or Omission
(5) A lawyer who has unknowingly done or failed to do something that if done or omitted
knowingly would have been in breach of this rule and who discovers it, shall, subject to rule 2.03
(Confidentiality), disclose the error or omission and do all that can reasonably be done in the
circumstances to rectify it.
Commentary
If the client desires that a course be taken that would involve a breach of this rule, the lawyer
must refuse and do everything reasonably possible to prevent it. If that cannot be done the lawyer
should, subject to rule 2.09 (Withdrawal from Representation), withdraw or seek leave to do so.

Courtesy
(6) A lawyer shall be courteous, civil, and act in good faith to the tribunal and with all
persons with whom the lawyer has dealings in the course of litigation.
Commentary
Legal contempt of court and the professional obligation outlined here are not identical, and a
consistent pattern of rude, provocative, or disruptive conduct by the lawyer, even though
unpunished as contempt, might well merit discipline.
Undertakings
(7) A lawyer shall strictly and scrupulously carry out an undertaking given to the tribunal or
to another legal practitioner in the course of litigation.
Commentary
Unless clearly qualified, the lawyer's undertaking is a personal promise and responsibility.
Agreement on Guilty Plea
(8) Before a charge is laid or at any time after a charge is laid, a lawyer for an accused or
potential accused may discuss with the prosecutor the possible disposition of the case, unless the
client instructs otherwise.
(9) Where, following investigation,
(a) a lawyer for an accused or potential accused advises his or her client about the
prospects for an acquittal or finding of guilt,
(b) the lawyer advises the client of the implications and possible consequences of a
guilty plea and particularly of the sentencing authority and discretion of the court,
including the fact that the court is not bound by any agreement about a guilty plea,
(c) the client voluntarily is prepared to admit the necessary factual and mental
elements of the offence charged, and
(d) the client voluntarily instructs the lawyer to enter into an agreement as to a guilty
plea,
the lawyer may enter into an agreement with the prosecutor about a guilty plea.

4.02 The Lawyer as Witness Rule 4
Commentary
The public interest in the proper administration of justice should not be sacrificed in the interest
of expediency.
4.02 THE LAWYER AS WITNESS
Submission of Affidavit
4.02 (1) Subject to any contrary provisions of the law or the discretion of the tribunal
before which a lawyer is appearing, a lawyer who appears as advocate shall not submit his or her
own affidavit to the tribunal.
Submission of Testimony
(2) Subject to any contrary provisions of the law or the discretion of the tribunal before
which a lawyer is appearing, a lawyer who appears as advocate shall not testify before the
tribunal unless permitted to do so by the rules of court or the rules of procedure of the tribunal, or
unless the matter is purely formal or uncontroverted.
Commentary
A lawyer should not express personal opinions or beliefs or assert as a fact anything that is
properly subject to legal proof, cross-examination, or challenge. The lawyer should not in effect
appear as an unsworn witness or put the lawyer's own credibility in issue. The lawyer who is a
necessary witness should testify and entrust the conduct of the case to another lawyer. There are
no restrictions on the advocate's right to cross-examine another lawyer, however, and the lawyer
who does appear as a witness should not expect to receive special treatment because of
professional status.
Appeals
(3) A lawyer who is a witness in proceedings shall not appear as advocate in any appeal from
the decision in those proceedings.
4.03 INTERVIEWING WITNESSES
Interviewing Witnesses
4.03 Subject to the rules on communication with a represented party set out in subrules
6.03(7),(8) and (9), a lawyer may seek information from any potential witness, whether under
subpoena or not, but the lawyer shall disclose the lawyer's interest and take care not to subvert or
suppress any evidence or procure the witness to stay out of the way.
[Amended – November 2007]

4.04 Communication with Witnesses Giving Evidence Rule 4
4.04 COMMUNICATION WITH WITNESSES GIVING EVIDENCE
Communication with Witnesses Giving Evidence
4.04 Subject to the direction of the tribunal, the lawyer shall observe the following rules
respecting communication with witnesses giving evidence:
(a) during examination-in-chief, the examining lawyer may discuss with the witness
any matter that has not been covered in the examination up to that point,
(b) during examination-in-chief by another legal practitioner of a witness who is

unsympathetic to the lawyer's cause, the lawyer not conducting the examination-in-chief
may discuss the evidence with the witness,
(c) between completion of examination-in-chief and commencement of cross-

examination of the lawyer's own witness, the lawyer ought not to discuss the evidence
given in chief or relating to any matter introduced or touched on during the examination-
in-chief,
(d) during cross-examination by an opposing legal practitioner, the witness’s own

lawyer ought not to have any conversation with the witness about the witness's evidence
or any issue in the proceeding,
(e) between completion of cross-examination and commencement of re-examination,

the lawyer who is going to re-examine the witness ought not to have any discussion about
evidence that will be dealt with on re-examination,
(f) during cross-examination by the lawyer of a witness unsympathetic to the

cross-examiner's cause, the lawyer may discuss the witness's evidence with the witness,
(g) during cross-examination by the lawyer of a witness who is sympathetic to that

lawyer's cause, any conversations ought to be restricted in the same way as
communications during examination-in-chief of one's own witness, and
(h) during re-examination of a witness called by an opposing legal practitioner, if the

witness is sympathetic to the lawyer's cause the lawyer ought not to discuss the evidence
to be given by that witness during re-examination. The lawyer may, however, properly
discuss the evidence with a witness who is adverse in interest.
Commentary
If any question arises whether the lawyer's behaviour may be in violation of this rule, it will often
be appropriate to obtain the consent of the opposing legal practitioner or leave of the tribunal
before engaging in conversations that may be considered improper.

4.05 Relations with Jurors Rule 4
This rule applies with necessary modifications to examinations out of court.
4.05 RELATIONS WITH JURORS
Communications Before Trial
4.05 (1) When acting as an advocate, before the trial of a case, a lawyer shall not
communicate with or cause another to communicate with anyone that the lawyer knows to be a
member of the jury panel for that trial.
Commentary
A lawyer may investigate a prospective juror to ascertain any basis for challenge, provided that
the lawyer does not directly or indirectly communicate with the juror or with any member of the
juror’s family. But a lawyer should not conduct or cause another, by financial support or
otherwise, to conduct a vexatious or harassing investigation of either a member of the jury panel
or a juror.
Disclosure of Information
(2) When acting as an advocate, a lawyer shall disclose to the judge and opposing counsel
any information of which the lawyer is aware that a juror or prospective juror
(a) has or may have an interest, direct or indirect, in the outcome of the case,
(b) is acquainted with or connected in any manner with the presiding judge, any
counsel or any litigant, or
(c) is acquainted with or connected in any manner with any person who has appeared
or who is expected to appear as a witness,
unless the judge and opposing counsel have previously been made aware of the information.
(3) A lawyer should promptly disclose to the court any information that the lawyer has about
improper conduct by a member of a jury panel or by a juror toward another member of the jury
panel, another juror, or to the members of a juror’s family.
Communication During Trial
(4) Except as permitted by law, when acting as an advocate, a lawyer shall not during a trial
of a case communicate with or cause another to communicate with any member of the jury.

4.06 The Lawyer and the Administration of Justice Rule 4
(5) A lawyer who is not connected with a case before the court shall not communicate with
or cause another to communicate with any member of the jury about the case.
Commentary
The restrictions on communications with a juror or potential juror should also apply to
communications with or investigations of members of his or her family.
4.06 THE LAWYER AND THE ADMINISTRATION OF JUSTICE
Encouraging Respect for the Administration of Justice
4.06 (1) A lawyer shall encourage public respect for and try to improve the administration
of justice.
Commentary
The obligation outlined in the rule is not restricted to the lawyer's professional activities but is a
general responsibility resulting from the lawyer's position in the community. A lawyer's
responsibilities are greater than those of a private citizen. A lawyer should take care not to
weaken or destroy public confidence in legal institutions or authorities by irresponsible
allegations. The lawyer in public life should be particularly careful in this regard because the
mere fact of being a lawyer will lend weight and credibility to public statements. Yet for the same
reason, a lawyer should not hesitate to speak out against an injustice.
The admission to and continuance in the practice of law implies on the part of a lawyer a basic
commitment to the concept of equal justice for all within an open, ordered, and impartial system.
However, judicial institutions will not function effectively unless they command the respect of
the public, and because of changes in human affairs and imperfections in human institutions,
constant efforts must be made to improve the administration of justice and thereby maintain
public respect for it.
Criticizing Tribunals - Although proceedings and decisions of tribunals are properly subject to
scrutiny and criticism by all members of the public, including lawyers, judges and members of
tribunals are often prohibited by law or custom from defending themselves. Their inability to do
so imposes special responsibilities upon lawyers. First, a lawyer should avoid criticism that is
petty, intemperate, or unsupported by a bona fide belief in its real merit, bearing in mind that in
the eyes of the public, professional knowledge lends weight to the lawyer's judgments or
criticism. Second, if a lawyer has been involved in the proceedings, there is the risk that any
criticism may be, or may appear to be, partisan rather than objective. Third, where a tribunal is
the object of unjust criticism, a lawyer, as a participant in the administration of justice, is
uniquely able to and should support the tribunal, both because its members cannot defend
themselves and because in doing so the lawyer is contributing to greater public understanding of
and therefore respect for the legal system.

4.07 Lawyers as Mediators Rule 4
A lawyer, by training, opportunity, and experience is in a position to observe the workings and
discover the strengths and weaknesses of laws, legal institutions, and public authorities. A lawyer
should, therefore, lead in seeking improvements in the legal system, but any criticisms and
proposals should be bona fide and reasoned.
Seeking Legislative or Administrative Changes
(2) A lawyer who seeks legislative or administrative changes shall disclose the interest being
advanced, whether the lawyer's interest, the client’s interest, or the public interest.
Commentary
The lawyer may advocate legislative or administrative changes on behalf of a client although not
personally agreeing with them, but the lawyer who purports to act in the public interest should
espouse only those changes that the lawyer conscientiously believes to be in the public interest.
Security of Court Facilities
(3) A lawyer who has reasonable grounds for believing that a dangerous situation is likely to
develop at a court facility shall inform the local police force and give particulars.
Commentary
Where possible, the lawyer should suggest solutions to the anticipated problem such as (a) the
necessity for further security, and (b) that judgment ought to be reserved.
Where possible, the lawyer should also notify other lawyers who are known to be involved in
proceedings at the court facility where the dangerous situation is likely to develop. Beyond
providing a warning of danger, this notice is desirable because it may allow them to suggest
security measures that do not interfere with an accused’s or a party’s right to a fair trial.
If client information is involved in those situations, the lawyer should be guided by the provisions
of rule 2.03 (Confidentiality).
4.07 LAWYERS AS MEDIATORS
Role of Mediator
4.07 A lawyer who acts as a mediator shall, at the outset of the mediation, ensure that the
parties to it understand fully that
(a) the lawyer is not acting as a lawyer for either party but, as mediator, is acting to
assist the parties to resolve the matters in issue, and

4.07 Lawyers as Mediators Rule 4
(b) although communications pertaining to and arising out of the mediation process
may be covered by some other common law privilege, they will not be covered by the
solicitor-client privilege.
Commentary
In acting as a mediator, generally a lawyer should not give legal advice as opposed to legal
information to the parties during the mediation process.
Generally, neither the lawyer-mediator nor a partner or associate of the lawyer-mediator should
render legal representation or give legal advice to either party to the mediation, bearing in mind
the provisions of rule 2.04 (Avoidance of Conflicts of Interest) and its commentaries and the
common law authorities.
Generally a lawyer-mediator should suggest and encourage the parties to seek the advice of
separate counsel before and during the mediation process if they have not already done so.
Where in the mediation process the lawyer-mediator prepares a draft contract for the
consideration of the parties, the lawyer-mediator should expressly advise and encourage them to
seek separate independent legal representation concerning the draft contract.

Relationship to Students, Employees, and Others
5.01 Supervision Rule 5
Rule 5 Relationship to Students, Employees, and

Others
5.01 SUPERVISION
Application
5.01 (1) In this rule, a non-lawyer does not include an articled student.
Direct Supervision required
(2) A lawyer shall in accordance with the By-Laws
(a) assume complete professional responsibility for his or her practice of law, and
(b) shall directly supervise non-lawyers to whom particular tasks and functions are
assigned.
Commentary
By-Law 7.1 governs the circumstances in which a lawyer may assign certain tasks and functions
to a non-lawyer within a law practice. Where a non-lawyer is competent to do work under the
supervision of a lawyer, a lawyer may assign work to the non-lawyer. The non-lawyer must be
directly supervised by the lawyer. A lawyer is required to review the non-lawyer’s work at
frequent intervals to ensure its proper and timely completion.
A lawyer may permit a non-lawyer to perform tasks assigned and supervised by the lawyer as
long as the lawyer maintains a direct relationship with the client or, if the lawyer is in a
community legal clinic funded by Legal Aid Ontario, as long as the lawyer maintains a direct
supervisory relationship with each client’s case in accordance with the supervision requirements
of Legal Aid Ontario and assumes full professional responsibility for the work.
A lawyer who practices alone or operates a branch or part-time office should ensure that all
matters requiring a lawyer’s professional skill and judgment are dealt with by a lawyer qualified
to do the work and that legal advice is not given by unauthorized persons, whether in the lawyer’s
name or otherwise.
A lawyer should ensure that the non-lawyer is identified as such when communicating orally or in
writing with clients, licensees, public officials, or with the public generally whether within or
outside the offices of the law practice.
The following examples, which are not exhaustive, illustrate situations where it may be
appropriate to assign work to non-lawyers subject to direct supervision.

Real Estate – A lawyer may permit a non-lawyer to attend to all matters of routine administration,
assist in more complex transactions, draft statements of account and routine documents and
correspondence and attend to registrations. The lawyer must not assign to a non-lawyer the
ultimate responsibility for review of a title search report or of documents before signing or for
review and signing of a letter of requisition, review and signing of a title opinion or review and
signing of a reporting letter to the client.
In real estate transactions using the system for the electronic registration of title documents (“e-
reg” TM), only a lawyer may sign for completeness of any document that requires compliance
with law statements.
Corporate and Commercial – A lawyer may permit a non-lawyer to attend to all matters of routine
administration and to assist in more complex matters and to draft routine documents and
correspondence relating to corporate, commercial, and securities matters such as drafting
corporate minutes and documents pursuant to corporation statutes, security instruments, security
registration documents and contracts of all kinds, closing documents and statements of account,
and to attend on filings.
Wills, Trusts and Estates – A lawyer may permit a non-lawyer to attend to all matters of routine
administration, to assist in more complex matters, to collect information, draft routine documents
and correspondence, to prepare income tax returns, to calculate such taxes, to draft executors’
accounts and statements of account, and to attend to filings.
[New- November 2007]
Electronic Registration of Title Documents
(3) When a lawyer has a personalized specially encrypted diskette to access the system for
the electronic registration of title documents (“e-reg” TM), the lawyer
(a) shall not permit others, including a non-lawyer employee, to use the lawyer’s
diskette, and
(b) shall not disclose his or her personalized e-reg TM pass phrase to others.
(4) When a non-lawyer employed by a lawyer has a personalized specially encrypted diskette
to access the system for the electronic registration of title documents, the lawyer shall ensure that
the non-lawyer
(a) does not permit others to use the diskette, and
(b) does not disclose his or her personalized e-reg TM pass phrase to others.

Commentary
The implementation across Ontario of a system for the electronic registration of title documents
imposes special responsibilities on lawyers and others using the system. Each person in a law
office who accesses the e-reg TM system must have a personalized specially encrypted diskette and
personalized e-reg TM pass phrase. The integrity and security of the system is achieved, in part, by
its maintaining a record of those using the system for any transactions. Moreover, under the
system, only lawyers entitled to practise law may make certain prescribed statements. Statements
professing compliance with law without registration of supporting documents may be made only
by lawyers in good standing. Only lawyers entitled to practise law may approve electronic
documents containing these statements. It is, therefore, important that lawyers should maintain
and ensure the security and the exclusively personal use of the personalized specially encrypted
diskette used to access the system and the personalized electronic registration pass phrase. When
in a real estate practice it is permissible for a lawyer to delegate responsibilities to a non-lawyer
who has a personalized specially encrypted diskette and a personalized electronic registration
pass phrase, the lawyer should ensure that the non-lawyer maintains and understands the
importance of maintaining the security of the personalized specially encrypted diskette and the
pass phrase.
In real estate transactions using the e-reg TM system, a lawyer who approves the electronic
registration of title documents by a non-lawyer is responsible for the content of any document
that contains the electronic signature of the non-lawyer.
Title Insurance
(5) A lawyer shall not permit a non-lawyer to
(a) provide advice to the client concerning any insurance, including title insurance,
without supervision,
(b) present insurance options or information regarding premiums to the client without
supervision,
(c) recommend one insurance product over another without supervision, and
(d) give legal opinions regarding the insurance coverage obtained.

[New - March 31, 2008]
Signing E-RegTM Documents
(6) A lawyer who electronically signs a document using the system for the electronic
registration of title documents – e-regTM – assumes complete professional responsibility for the
document.
[New - March 31, 2008]

5.02 Students Rule 5
5.02 STUDENTS
Recruitment Procedures
5.02 (1) A lawyer shall observe the procedures of the Society about the recruitment of
articling students and the engagement of summer students.
Duties of Principal
(2) A lawyer acting as a principal to a student shall provide the student with meaningful
training and exposure to and involvement in work that will provide the student with knowledge
and experience of the practical aspects of the law, together with an appreciation of the traditions
and ethics of the profession.
Duties of Articling Student
(3) An articling student shall act in good faith in fulfilling and discharging all the
commitments and obligations arising from the articling experience.
5.03 SEXUAL HARASSMENT
Definition
5.03 (1) In this rule, sexual harassment is one incident or a series of incidents involving
unwelcome sexual advances, requests for sexual favours, or other verbal or physical conduct of a
sexual nature
(a) when such conduct might reasonably be expected to cause insecurity, discomfort,
offence, or humiliation to the recipient(s) of the conduct,
(b) when submission to such conduct is made implicitly or explicitly a condition for
the provision of professional services,
(c) when submission to such conduct is made implicitly or explicitly a condition of

employment,
(d) when submission to or rejection of such conduct is used as a basis for any
employment decision (including, but not limited to, allocation of files, matters of
promotion, raise in salary, job security, and benefits affecting the employee), or
(e) when such conduct has the purpose or the effect of interfering with a person's
work performance or creating an intimidating, hostile, or offensive work environment.

5.03 Sexual Harassment Rule 5
Commentary
Types of behaviour that constitute sexual harassment include, but are not limited to,
(a) sexist jokes causing embarrassment or offence, or that are by their nature clearly
embarrassing or offensive,
[Amended - January 2009]

(b) leering,
(c) the display of sexually offensive material,
(d) sexually degrading words used to describe a person,
(e) derogatory or degrading remarks directed towards members of one sex or one’s sexual
orientation,
(f) sexually suggestive or obscene comments or gestures,
(g) unwelcome inquiries or comments about a person's sex life,
(h) unwelcome sexual flirtations, advances, or propositions,
(i) persistent unwanted contact or attention after the end of a consensual relationship,
(j) requests for sexual favours,
(k) unwanted touching,
(l) verbal abuse or threats, and
(m) sexual assault.
Sexual harassment can occur in the form of behaviour by men towards women, between men,
between women, or by women towards men.
Prohibition on Sexual Harassment
(2) A lawyer shall not sexually harass a colleague, a staff member, a client, or any other
person.

5.04 Discrimination Rule 5
5.04 DISCRIMINATION
Special Responsibility
5.04 (1) A lawyer has a special responsibility to respect the requirements of human rights
laws in force in Ontario and, specifically, to honour the obligation not to discriminate on the
grounds of race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual
orientation, gender identity, gender expression, age, record of offences (as defined in the Ontario
Human Rights Code), marital status, family status, or disability with respect to professional
employment of other lawyers, articled students, or any other person or in professional dealings
with other licensees or any other person.
Commentary
The Society acknowledges the diversity of the community of Ontario in which lawyers serve and
expects them to respect the dignity and worth of all persons and to treat all persons equally
without discrimination.
This rule sets out the special role of the profession to recognize and protect the dignity of
individuals and the diversity of the community in Ontario.
Rule 5.04 will be interpreted according to the provisions of the Ontario Human Rights Code and
related case law.
The Ontario Human Rights Code defines a number of grounds of discrimination listed in rule
5.04. For example,
Age is defined as an age that is eighteen years or more.

Disability is broadly defined in s. 10 of the Code to include both physical and mental disabilities.
Family status is defined as the status of being in a parent-and-child relationship.
Marital status is defined as the status of being married, single, widowed, divorced, or separated
and includes the status of living with a person in a conjugal relationship outside marriage.
Record of offences is defined such that a prospective employer may not discriminate on the basis
of a pardoned criminal offence (a pardon must have been granted under the Criminal Records Act
(Canada) and not revoked) or provincial offences.
The right to equal treatment without discrimination because of sex includes the right to equal
treatment without discrimination because a woman is or may become pregnant.
There is no statutory definition of discrimination. Supreme Court of Canada jurisprudence defines

discrimination as including

(a) Differentiation on prohibited grounds that creates a disadvantage. Lawyers who refuse to
hire employees of a particular race, sex, creed, sexual orientation, etc. would be
differentiating on the basis of prohibited grounds.
(b) Adverse effect discrimination. An action or policy that is not intended to be
discriminatory can result in an adverse effect that is discriminatory. If the application of a
seemingly "neutral" rule or policy creates an adverse effect on a group protected by rule
5.04, there is a duty to accommodate. For example, while a requirement that all articling
students have a driver's licence to permit them to travel wherever their job requires may
seem reasonable, that requirement should only be imposed if driving a vehicle is an
essential requirement for the position. Such a requirement may have the effect of
excluding from employment persons with disabilities that prevent them from obtaining a
licence.
Human rights law in Ontario includes as discrimination, conduct which, though not intended to
discriminate, has an adverse impact on individuals or groups on the basis of the prohibited
grounds. The Ontario Human Rights Code requires that the affected individuals or groups must
be accommodated unless to do so would cause undue hardship.
A lawyer should take reasonable steps to prevent or stop discrimination by any staff or agent who
is subject to the lawyer's direction or control.
Ontario human rights law excepts from discrimination special programs designed to relieve
disadvantage for individuals or groups identified on the basis of the grounds noted in the Code.
In addition to prohibiting discrimination, rule 5.04 prohibits harassment on the ground of race,
ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, gender
identity, gender expression, age, record of offences, marital status, family status, or disability.
Harassment by superiors, colleagues, and co-workers is also prohibited.
Harassment is defined as "engaging in a course of vexatious comment or conduct that is known or
ought reasonably to be known to be unwelcome" on the basis of any ground set out in rule 5.04.
This could include, for example, repeatedly subjecting a client or colleague to jokes based on race
or creed.
Services
(2) A lawyer shall ensure that no one is denied services or receives inferior service on the
basis of the grounds set out in this rule.
Employment Practices
(3) A lawyer shall ensure that his or her employment practices do not offend this rule.

Commentary
Discrimination in employment or in the provision of services not only fails to meet professional
standards, it also violates the Ontario Human Rights Code and related equity legislation.
In advertising a job vacancy, an employer may not indicate qualifications by a prohibited ground
of discrimination. However, where discrimination on a particular ground is permitted because of
an exception under the Ontario Human Rights Code, such questions may be raised at an
interview. For example, if an employer has an anti-nepotism policy, the employer may inquire
about the applicant’s possible relationship to another employee as that employee's spouse, child
or parent. This is in contrast to questions about applicant's marital status by itself. Since marital
status has no relevance to employment within a law firm, questions about marital status should
not be asked.
An employer should consider the effect of seemingly "neutral" rules. Some rules, while applied to
everyone, can bar entry to the firm or pose additional hardships on employees of one sex or of a
particular creed, ethnic origin, marital or family status, or on those who have (or develop)
disabilities. For example, a law office may have a written or unwritten dress code. It would be
necessary to revise the dress code if it does not already accept that a head covering worn for
religious reasons must be considered part of acceptable business attire. The maintenance of a rule
with a discriminatory effect breaches rule 5.04 unless changing or eliminating the rule would
cause undue hardship.
If an applicant cannot perform all or part of an essential job requirement because of a personal
characteristic listed in the Ontario Human Rights Code, the employer has a duty to accommodate.
Only if the applicant cannot do the essential task with reasonable accommodation may the
employer refuse to hire on this basis. A range of appropriate accommodation measures may be
considered. An accommodation is considered reasonable unless it would cause undue hardship.
The Supreme Court of Canada has confirmed that what is required is equality of result, not just of
form. Differentiation can result in inequality, but so too can the application of the same rule to
everyone, without regard for personal characteristics and circumstances. Equality of result
requires the accommodation of differences that arise from the personal characteristics cited in
rule 5.04.
The nature of accommodation as well as the extent to which the duty to accommodate might
apply in any individual case are developing areas of human rights law. However, the following
principles are well established.
If a rule, requirement, or expectation creates difficulty for an individual because of factors related
to the personal characteristics noted in rule 5.04, the following obligations arise:
The rule, requirement or expectation must be examined to determine whether it is "reasonable and
bona fide." If the rule, requirement, or expectation is not imposed in good faith and is not strongly
and logically connected to a business necessity, it cannot be maintained. There must be
objectively verifiable evidence linking the rule, requirement, or expectation with the operation of
the business.

If the rule, requirement, or expectation is imposed in good faith and is strongly logically
connected to a business necessity, the next step is to consider whether the individual who is
disadvantaged by the rule can be accommodated.
The duty to accommodate operates as both a positive obligation and as a limit to obligation.
Accommodation must be offered to the point of undue hardship. Some hardship must be tolerated
to promote equality; however, if the hardship occasioned by the particular accommodation at
issue is "undue," that accommodation need not be made.

Relationship to the Society and Other Lawyers
6.01 Responsibility to the Profession Generally Rule 6
Rule 6 Relationship to the Society and Other

Lawyers
6.01 RESPONSIBILITY TO THE PROFESSION GENERALLY
Integrity
6.01 (1) A lawyer shall conduct himself or herself in such a way as to maintain the
integrity of the profession.
Commentary
Integrity is the fundamental quality of any person who seeks to practise as a lawyer. If a client has
any doubt about his or her lawyer's trustworthiness, the essential element in the true lawyer-client
relationship will be missing. If integrity is lacking, the lawyer's usefulness to the client and
reputation within the profession will be destroyed regardless of how competent the lawyer may
be.
Public confidence in the administration of justice and in the legal profession may be eroded by a
lawyer’s irresponsible conduct. Accordingly, a lawyer's conduct should reflect credit on the legal
profession, inspire the confidence, respect and trust of clients and the community, and avoid even
the appearance of impropriety.
Meeting Financial Obligations
(2) A lawyer shall promptly meet financial obligations incurred in the course of practice on
behalf of clients unless, before incurring such an obligation, the lawyer clearly indicates in
writing to the person to whom it is to be owed that it is not to be a personal obligation.
Commentary
In order to maintain the honour of the Bar, lawyers have a professional duty (quite apart from any
legal liability) to meet financial obligations incurred, assumed, or undertaken on behalf of clients
unless, the lawyer clearly indicates otherwise in advance.
When a lawyer retains a consultant, expert, or other professional, the lawyer should clarify the
terms of the retainer in writing, including specifying the fees, the nature of the services to be
provided, and the person responsible for payment. If the lawyer is not responsible for the payment
of the fees, the lawyer should help in making satisfactory arrangements for payment if it is
reasonably possible to do so.

If there is a change of lawyer, the lawyer who originally retained a consultant, expert, or other
professional should advise him or her about the change and provide the name, address, telephone
number, fax number, and e-mail address of the new lawyer.
Duty to Report Misconduct
(3) A lawyer shall report to the Society, unless to do so would be unlawful or would involve
a breach of solicitor-client privilege,
(a) the misappropriation or misapplication of trust monies,
(b) the abandonment of a law or legal services practice,
(c) participation in serious criminal activity related to a licensee’s practice,
(d) the mental instability of a licensee of such a serious nature that the licensee’s
clients are likely to be severely prejudiced, and
(e) any other situation where a licensee’s clients are likely to be severely prejudiced.
Commentary
Unless a licensee who departs from proper professional conduct is checked at an early stage, loss
or damage to clients or others may ensue. Evidence of minor breaches may, on investigation,
disclose a more serious situation or may indicate the commencement of a course of conduct that
may lead to serious breaches in the future. It is, therefore, proper (unless it is privileged or
otherwise unlawful) for a lawyer to report to the Society any instance involving a breach of these
rules or the rules governing paralegals. If a lawyer is in any doubt whether a report should be
made, the lawyer should consider seeking the advice of the Society directly or indirectly (e.g.,
through another lawyer).
Nothing in this paragraph is meant to interfere with the traditional solicitor-client relationship. In
all cases the report must be made bona fide without malice or ulterior motive.

Often, instances of improper conduct arise from emotional, mental, or family disturbances or
substance abuse. Lawyers who suffer from such problems should be encouraged to seek
assistance as early as possible. The Society supports Homewood Human Solutions (HHS), and
similar support services that are committed to the provision of confidential counselling for
licensees. Therefore, lawyers acting in the capacity of peer counsellors for HHS, the Ontario
Lawyers’ Assistance Program (OLAP) or corporations providing similar support services will not
be called by the Society or by any investigation committee to testify at any conduct, capacity, or
competence hearing without the consent of the lawyer from whom the information was received.
Notwithstanding the above, a lawyer counselling another lawyer has an ethical obligation to
report to the Society upon learning that the lawyer being assisted is engaging in or may in the
future engage in serious misconduct or criminal activity related to the lawyer’s practice. The
Society cannot countenance such conduct regardless of a lawyer's attempts at rehabilitation.
Encouraging Client to Report Dishonest Conduct
(4) A lawyer shall attempt to persuade a client who has a claim against an apparently
dishonest licensee to report the facts to the Society before pursuing private remedies.
(5) If the client refuses to report his or her claim against an apparently dishonest licensee to
the Society, the lawyer shall inform the client of the policy of the Compensation Fund and shall
obtain instructions in writing to proceed with the client's claim without notice to the Society.
(6) A lawyer shall inform a client of the provision of the Criminal Code of Canada dealing
with the concealment of an indictable offence in return for an agreement to obtain valuable
consideration (section 141).
(7) If the client wishes to pursue a private agreement with the apparently dishonest lawyer,
the lawyer shall not continue to act if the agreement constitutes a breach of section 141 of the
Criminal Code of Canada.
Duty to Report Certain Offences
(8) If a lawyer is charged with an offence described in By-law 8 of the Society, he or

she shall inform the Society of the charge and of its disposition in accordance with the
By-law.

6.02 Responsibility to the Society Rule 6
Commentary
By-law 8 relates to the reporting of serious criminal charges under the Criminal Code and charges
under other Acts that bring into question the honesty of a lawyer or that relate to a lawyer’s
practice of law. Such a charge may be a red flag that clients may need protection. The Society
must be in a position to determine what, if any, action is required by it if a lawyer is charged with
an offence described in By-law 8 and what, if any, action is required if the lawyer is found guilty.
6.02 RESPONSIBILITY TO THE SOCIETY
Communications from the Society
6.02 A lawyer shall reply promptly to any communication from the Society.
6.03 RESPONSIBILITY TO LAWYERS AND OTHERS
Courtesy and Good Faith
6.03 (1) A lawyer shall be courteous, civil, and act in good faith with all persons with
whom the lawyer has dealings in the course of his or her practice.
Commentary
The public interest demands that matters entrusted to a lawyer be dealt with effectively and
expeditiously, and fair and courteous dealing on the part of each lawyer engaged in a matter will
contribute materially to this end. The lawyer who behaves otherwise does a disservice to the client,
and neglect of the rule will impair the ability of lawyers to perform their function properly.
Any ill feeling that may exist or be engendered between clients, particularly during litigation,
should never be allowed to influence lawyers in their conduct and demeanour toward other legal
practitioners or the parties. The presence of personal animosity between legal practitioners involved
in a matter may cause their judgment to be clouded by emotional factors and hinder the proper
resolution of the matter. Personal remarks or personally abusive tactics interfere with the orderly
administration of justice and have no place in our legal system.
A lawyer should avoid ill-considered or uninformed criticism of the competence, conduct, advice,
or charges of other legal practitioners, but should be prepared, when requested, to advise and
represent a client in a complaint involving another legal practitioner.
(2) A lawyer shall agree to reasonable requests concerning trial dates, adjournments, the
waiver of procedural formalities, and similar matters that do not prejudice the rights of the client.

6.03 Responsibility to Lawyers and Others Rule 6
(3) A lawyer shall avoid sharp practice and shall not take advantage of or act without fair
warning upon slips, irregularities, or mistakes on the part of other legal practitioners not going to
the merits or involving the sacrifice of a client's rights.
(4) A lawyer shall not use a tape recorder or other device to record a conversation between
the lawyer and a client or another legal practitioner, even if lawful, without first informing the
other person of the intention to do so.
Communications
(5) A lawyer shall not in the course of professional practice send correspondence or
otherwise communicate to a client, another legal practitioner, or any other person in a manner
that is abusive, offensive, or otherwise inconsistent with the proper tone of a professional
communication from a lawyer.
(6) A lawyer shall answer with reasonable promptness all professional letters and
communications from other legal practitioners that require an answer, and a lawyer shall be
punctual in fulfilling all commitments.
Communications with a represented person
(7) Subject to subrules (7.1) and (8), if a person is represented by a legal practitioner in
respect of a matter, a lawyer shall not, except through or with the consent of the legal
practitioner, [Amended – September 2011]
(a) approach or communicate or deal with the person on the matter, or
(b) attempt to negotiate or compromise the matter directly with the person.
(7.1) Subject to subrule (8), if a person is receiving legal services from a legal practitioner
under a limited scope retainer on a particular matter, a lawyer may, without the consent of the
legal practitioner, approach, communicate or deal directly with the person on the matter, unless
the lawyer receives written notice of the limited nature of the legal services being provided by
the legal practitioner and the approach, communication or dealing falls within the scope of the
limited scope retainer.
Second Opinions
(8) A lawyer who is not otherwise interested in a matter may give a second opinion to a
person who is represented by a legal practitioner with respect to that matter.

Commentary
Subrule (7) applies to communications with any person, whether or not a party to a formal
adjudicative proceeding, contract, or negotiation, who is represented by a legal practitioner
concerning the matter to which the communication relates. A lawyer may communicate with a
represented person concerning matters outside the representation. This subrule does not prevent
parties to a matter from communicating directly with each other.
The prohibition on communications with a represented person applies only where the lawyer
knows that the person is represented in the matter to be discussed. This means that the lawyer has
actual knowledge of the fact of the representation, but actual knowledge may be inferred from the
circumstances. This inference may arise where there is substantial reason to believe that the
person with whom communication is sought is represented in the matter to be discussed. Thus, a
lawyer cannot evade the requirement of obtaining the consent of the other legal practitioner by
closing his or her eyes to the obvious.
Where notice as described in subrule (7.1) has been provided to a lawyer for an opposing party,
the lawyer is required to communicate with the legal practitioner who is representing the person
under a limited scope retainer, but only to the extent of the matter or matters within the scope of
the retainer as identified by the legal practitioner. The lawyer may communicate with the person
on matters outside of the limited scope retainer.
Subrule (8) deals with circumstances in which a client may wish to obtain a second opinion from
another lawyer. While a lawyer should not hesitate to provide a second opinion, the obligation to
be competent and to render competent services requires that the opinion be based on sufficient
information. In the case of a second opinion, such information may include facts that can be
obtained only through consultation with the first legal practitioner involved. The lawyer should
advise the client accordingly, and if necessary consult the first legal practitioner unless the client
instructs otherwise.
Communications with a represented corporation or organization
(9) A lawyer retained to act on a matter involving a corporation or organization that is

represented by a legal practitioner in respect of that matter shall not, without the legal
practitioner’s consent or unless otherwise authorized or required by law, communicate,
facilitate communication with or deal with a person
(a) who is a director or officer, or another person who is authorized to act on behalf
of the corporation or organization,
(b) who is likely involved in decision-making for the corporation or organization or

who provides advice in relation to the particular matter,
(c) whose act or omission may be binding on or imputed to the corporation or

organization for the purposes of its liability, or

(d) who supervises, directs or regularly consults with the legal practitioner and who
makes decisions based on the legal practitioner’s advice.
(9.1) If a person described in subrule (9) (a), (b), (c) or (d) is represented in the matter
by a legal practitioner, the consent of the legal practitioner is sufficient to allow a lawyer
to communicate, facilitate communication with or deal with the person.
(9.2) In subrule (9), “organization” includes a partnership, limited partnership,

association, union, fund, trust, co-operative, unincorporated association, sole
proprietorship and a government department, agency, or regulatory body.
Commentary
The purpose of subrules 6.03 (9), (9.1) and (9.2) is to protect the lawyer-client
relationship of corporations and other organizations by specifying persons with whom a
lawyer may not communicate, facilitate communication or deal if the lawyer represents a
client in a matter involving a corporation or organization and the corporation or
organization is represented by a legal practitioner. They apply to litigation as well as to
transactional and other non-litigious matters. A lawyer may communicate with a person
in a corporation or other organization, other than those referred to in subrule (9), even if
the corporation or organization is represented by a legal practitioner. These subrules are
intended to advance the public policy of promoting efficient discovery and favours the
revelation of the truth by addressing the circumstances in which a corporation or
organization is allowed to prevent the disclosure of relevant evidence. They are not
intended to protect a corporation or organization from the revelation of prejudicial facts.
Generally, subrule 6.03 (9) precludes contact only with those actively involved in a
matter. For example, in a litigation matter, it does not preclude contact with mere
witnesses. Further, communications with persons within the corporation or organization
are not barred merely by virtue of the possibility that their information might constitute
"admissions" in the evidentiary sense. To proscribe contact with any person within a
corporation or organization on the basis that he or she may make a statement that might
be admitted in evidence against the corporation or organization would be overly
protective of the corporation or organization and too restrictive of an opposing counsel’s
ability to contact and interview potential witnesses. Fairness does not require the
presence of a corporation’s or organization’s legal practitioner whenever a person within
the corporation or organization may make a statement admissible in evidence against it.

Subrule 6.03 (9) prohibits communications by a lawyer for another person or entity
concerning the matter in question with persons likely involved in the decision-making
process about the matter. These individuals are so closely identified with the interests of
the corporation or organization as to be indistinguishable from it. They would have the
authority to commit the corporation or organization to a position with regard to the
subject matter of the representation. This person would have such authority as a
corporate officer or because for some other reason the law cloaks him or her with
authority, including making decisions affecting the outcome of the matter, including
litigation decisions, or because his or her duties include answering the type of inquiries
posed. These individuals include those to whom the organization’s legal practitioner
looks for decisions with respect to the matter.
Thus, subject to the exceptions set out in it, subrule 6.03 (9) would prohibit contact with
those persons who exercise managerial responsibility in the matter, who are alleged to
have committed the wrongful acts at issue in the litigation, or who have authority on
behalf of the corporation to make decisions about the course of the litigation.
A lawyer is not prohibited from communicating with a person in a litigation matter unless
the person's act or omission is believed, on reasonable grounds, to be so central and
obvious to a determination of liability that the person's conduct may be imputed to the
corporation or organization. If it is not reasonably likely that the person is an active
participant for liability purposes or a decision-maker respecting the outcome of the
matter, nothing in subrule 6.03 (9) precludes informal contact with such a person.
An individual who regularly consults with the corporation’s or organization’s legal
practitioner concerning a matter will not necessarily be a person who also directs the
legal practitioner. In some large corporations and organizations, some management
personnel may direct or control counsel for some matters but not others. The mere fact
that a person holds a management position does not trigger the protections of the rule.
A person who is simply interviewed or questioned by a corporation’s or organization’s
legal practitioner about a matter to gather factual information does not “regularly consult”
with the legal practitioner. While a person’s duties within a corporation or organization
may include answering litigation-related inquiries, this rule does not prohibit an inquiry
of this person by opposing counsel that is related to the person’s knowledge of the
historical aspects leading up to the alleged injury or damage which give rise to the subject
matter of the representation.
The prohibition on communications with a represented corporation or organization
applies only where the lawyer knows that the entity is represented in the matter to be
discussed. This means that the lawyer has actual knowledge of the fact of the
representation, but actual knowledge may be inferred from the circumstances. This
inference may arise where it is reasonable to believe that the entity with whom
communication is sought is represented in the matter to be discussed. Thus, a lawyer
cannot evade the requirement of obtaining the consent of counsel by closing his or her
eyes to the obvious.

Subrule 6.03 (9) does not prevent a lawyer from communicating with employees or
agents concerning matters outside the representation.
As a practical matter, to avoid eliciting privileged or confidential information and ensure
that the communications are proper, the lawyer should identify himself or herself as
representing an interested party in the matter when approaching a potential witness or
other person in the corporation or organization. The lawyer should also advise the person
whom he or she is hoping to interview that they are free to decline to respond. See also
rule 4.03 (Interviewing Witnesses).
A lawyer representing a corporation or other organization may also be retained to
represent employees of the corporation or organization. In such circumstances, the
lawyer must comply with the requirements of rule 2.04 (Avoidance of Conflicts of
Interest), and particularly subrules 2.04(6) through (10). A lawyer must not represent that
he or she acts for an employee of a client, unless the requirements of rule 2.04 have been
complied with, and must not be retained by an employee solely for the purpose of
sheltering factual information from another party.
If the representation by the legal practitioner described in subrule (9.1) is only with
respect to the personal interests of the individual, consent of the corporation’s or
organization’s counsel would be required with respect to the corporation’s or
organization’s interests.
Unions – Subrule 6.03 (9) is not intended to prohibit a lawyer for a union from
contacting employees of a represented corporation or organization in circumstances
where proper representation of the union’s interests requires communication with certain
employees who are the holders of information. For example, a lawyer retained by a union
with respect to a termination grievance in which the union alleges that the employer, who
is represented, has breached the collective agreement, is not prohibited from contacting
employees who may have information on the termination or events leading up to the
termination.
Similarly, a management-side labour lawyer would not offend the subrule if the lawyer
contacted an employee who is a member of a bargaining unit represented by a legal
practitioner.
Governments –The concept of the individual who may “bind the organization” may not
apply in the government context in the same way as in the corporate environment. For
government departments, ministries and similar groups, the rule is intended to cover
individuals who participate in a significant way in decision-making or who provide
advice in relation to a particular matter.

In government, because of its complexity and despite its hierarchy, it may not always be
clear to whom a lawyer is authorized to communicate on a particular matter and who is
involved in the decision-making process. The roles of these individuals may not be
discrete, as different officials at different levels in different departments provide advice
and recommendations. For example, in a contract negotiation, employees from one
ministry may be directly involved, but those from another ministry may also have
sensitive information relevant to the matter that may require protection under subrule
6.03 (9).
In addition, the legal branch at the particular ministry is usually considered to always be
“retained”. There may be circumstances where the only appropriate action is to contact
the legal branch. In all cases, appropriate judgment must be exercised
In general, the subrule is not intended to:
a. constrain lawyers who wish to contact government officials for a discussion of
policy or similar matters on behalf of a client;
b. affect access to information requests under such legislation as the Freedom of
Information and Protection of Privacy Act (Ontario) or the federal Access to Information
Act, including situations where a litigant has named the provincial or federal Crown,
respectively, as a defendant; or
c. affect the exercise of the duties of public servants under the Public Service of
Ontario Act, 2006 with respect to disclosure of information.
Municipalities – Similar to government, in the municipal context, it is recognized that no
one individual has the authority to bind the municipality. Each councillor is
representative of the entire council for the purposes of decision-making. Subrule 6.03
(9), for example, would not permit the lawyer for an applicant on a controversial planning
matter that is before the Ontario Municipal Board to contact individual members of
council on the matter without the consent of the municipal solicitor.
The subrule is not intended to:
a. prevent lawyers appearing before council on a client’s behalf and making
representations to a public meeting held pursuant to the Planning Act;
b. affect access to information requests under such legislation as the Municipal
Freedom of Information and Protection of Privacy Act, including situations where a
litigant has named the municipality as a defendant; or
c. restrain communications by persons having dealings or negotiations, including
lobbying, with municipalities with the elected representatives (councillors) or municipal
staff.

6.04 Outside Interests and the Practice of Law Rule 6
Undertakings
(10) A lawyer shall not give an undertaking that cannot be fulfilled and shall fulfill every
undertaking given.
Commentary
Undertakings should be written or confirmed in writing and should be absolutely unambiguous in

their terms. If a lawyer giving an undertaking does not intend to accept personal responsibility,
this should be stated clearly in the undertaking itself. In the absence of such a statement, the
person to whom the undertaking is given is entitled to expect that the lawyer giving it will honour
it personally. The use of such words as “on behalf of my client”or “on behalf of the vendor” does
not relieve the lawyer giving the undertaking of personal responsibility.
In real estate transactions using the system for the electronic registration of title documents (“e-
reg” TM), the lawyers acting for the parties (with their consent) will sign and be bound by a
Document Registration Agreement that will contain undertakings. When entering into a
Document Registration Agreement, a lawyer should have regard to and strictly comply with his
or her obligations under subrule (10).
[Amended - November 2007]
6.04 OUTSIDE INTERESTS AND THE PRACTICE OF LAW
Maintaining Professional Integrity and Judgment
6.04 (1) A lawyer who engages in another profession, business, or occupation concurrently
with the practice of law shall not allow such outside interest to jeopardize the lawyer's
professional integrity, independence, or competence.
(2) A lawyer shall not allow involvement in an outside interest to impair the exercise of the
lawyer's independent judgment on behalf of a client.
Commentary
The term “outside interest” covers the widest possible range of activities and includes activities
that may overlap or be connected with the practice of law such as engaging in the mortgage
business, acting as a director of a client corporation, or writing on legal subjects, as well as
activities not so connected such as, for example, a career in business, politics, broadcasting or the
performing arts. In each case the question of whether and to what extent the lawyer may be
permitted to engage in the outside interest will be subject to any applicable law or rule of the
Society.
Where the outside interest is not related to the legal services being performed for clients, ethical
considerations will usually not arise unless the lawyer’s conduct might bring the lawyer or the
profession into disrepute or impair the lawyer’s competence as, for example, where the outside
interest might occupy so much time that clients’ interests would suffer because of inattention or
lack of preparation.

6.05 The Lawyer in Public Office Rule 6
6.05 THE LAWYER IN PUBLIC OFFICE
Standard of Conduct
6.05 (1) A lawyer who holds public office shall, in the discharge of official duties, adhere
to standards of conduct as high as those that these rules require of a lawyer engaged in the
practice of law.
Commentary
The rule applies to a lawyer who is elected or appointed to a legislative or administrative office at
any level of government, regardless of whether the lawyer attained the office because of
professional qualifications. Because such a lawyer is in the public eye, the legal profession can
more readily be brought into disrepute by a failure to observe its ethical standards.
Generally, the Society will not be concerned with the way in which a lawyer holding public office
carries out official responsibilities, but conduct in office that reflects adversely upon the lawyer's
integrity or professional competence may be the subject of disciplinary action.
Conflict of Interest
(2) A lawyer who holds public office shall not allow professional or personal interests to
conflict with the proper discharge of official duties.
Commentary
The lawyer holding part-time public office must not accept any private legal business where duty
to the client will, or may, conflict with official duties. If some unforeseen conflict arises, the
lawyer should terminate the professional relationship, explaining to the client that official duties
must prevail. The lawyer who holds a full-time public office will not be faced with this sort of
conflict but must nevertheless guard against allowing independent judgment in the discharge of
official duties to be influenced either by the lawyer's own interest, that of some person closely
related to or associated with the lawyer, that of former or prospective clients, or former or
prospective partners or associates.
Subject to any special rules applicable to the particular public office, the lawyer holding the
office who sees that there is a possibility of a conflict of interest should declare the possible
conflict at the earliest opportunity, and not take part in any consideration, discussion or vote
concerning the matter in question.
(3) If there may be a conflict of interest, a lawyer who holds or who held public office shall
not represent clients or advise them in contentious cases that the lawyer has been concerned with
in an official capacity.

6.06 Public Appearances and Public Statements Rule 6
Appearances before Official Bodies
(4) Subject to the rules of the official body, when a lawyer or any of his or her partners or
associates is a member of an official body, the lawyer shall not appear professionally before that
body.
Commentary
Subject to the rules of the official body, a partner or associate may appear professionally before a
committee of the official body if the partner or associate is not a member of that committee,
provided that in respect of matters in which the partner or associate appears, the lawyer does not
sit on the committee, take part in the discussions of the committee's recommendations, or vote
upon them.
Conduct after Leaving Public Office
(5) A lawyer who has left public office shall not act for a client in connection with any
matter for which the lawyer had substantial responsibility before leaving public office.
Commentary
It would not be improper for the lawyer to act professionally in the matter on behalf of the public
body in question.
A lawyer who has acquired confidential information by virtue of holding public office should
keep the information confidential and not divulge or use it, notwithstanding that the lawyer has
ceased to hold such office.
6.06 PUBLIC APPEARANCES AND PUBLIC STATEMENTS
Communication with the Public
6.06 (1) Provided that there is no infringement of the lawyer’s obligations to the client, the
profession, the courts, or the administration of justice, a lawyer may communicate information to
the media and may make public appearances and statements.
Commentary
Lawyers in their public appearances and public statements should conduct themselves in the same
manner as with their clients, their fellow legal practitioners, and tribunals. Dealings with the
media are simply an extension of the lawyer's conduct in a professional capacity. The mere fact
that a lawyer's appearance is outside of a courtroom, a tribunal, or the lawyer's office does not
excuse conduct that would otherwise be considered improper.

6.06 Public Appearances and Public Statements Rule 6
A lawyer's duty to the client demands that, before making a public statement concerning the
client's affairs, the lawyer must first be satisfied that any communication is in the best interests of
the client and within the scope of the retainer.
Public communications about a client’s affairs should not be used for the purpose of publicizing
the lawyer and should be free from any suggestion that the lawyer's real purpose is self-promotion
or self-aggrandizement.
Given the variety of cases that can arise in the legal system, particularly in civil, criminal, and
administrative proceedings, it is impossible to set down guidelines that would anticipate every
possible circumstance. Circumstances will arise where the lawyer should have no contact with the
media and other cases where the lawyer is under a specific duty to contact the media to properly
serve the client - the latter situation will arise more often in the context of administrative boards
and tribunals where a particular tribunal is an instrument of government policy and hence is
susceptible to public opinion.
A lawyer is often involved in a non-legal setting where contact is made with the media about
publicizing such things as fund-raising, expansion of hospitals or universities, programs of public
institutions or political organizations, or in acting as a spokesperson for organizations that, in
turn, represent particular racial, religious, or other special interest groups. This is a well-
established and completely proper role for the lawyer to play in view of the obvious contribution
it makes to the community.
A lawyer is often called upon to comment publicly on the effectiveness of existing statutory or
legal remedies, on the effect of particular legislation or decided cases, or to offer an opinion about
cases that have been instituted or are about to be instituted. This, too, is an important role the
lawyer can play to assist the public in understanding legal issues.
A lawyer is often involved as advocate for interest groups whose objective is to bring about
changes in legislation, governmental policy, or even a heightened public awareness about certain
issues. This is also an important role that the lawyer can be called upon to play.
Lawyers should be aware that when they make a public appearance or give a statement they will
ordinarily have no control over any editing that may follow or the context in which the
appearance or statement may be used, or under what headline it may appear.
Interference with Right to Fair Trial or Hearing
(2) A lawyer shall not communicate information to the media or make public statements
about a matter before a tribunal if the lawyer knows or ought to know that the information or
statement will have a substantial likelihood of materially prejudicing a party’s right to a fair trial
or hearing.

6.07 Preventing Unauthorized Practice Rule 6
Commentary
Fair trials and hearings are fundamental to a free and democratic society. It is important that the
public, including the media, be informed about cases before courts and tribunals. The
administration of justice benefits from public scrutiny. It is also important that a person’s,
particularly an accused person’s, right to a fair trial or hearing not be impaired by inappropriate
public statements made before the case has concluded.
6.07 PREVENTING UNAUTHORIZED PRACTICE
Preventing Unauthorized Practice
6.07 (1) A lawyer shall assist in preventing the unauthorized practice of law and the
unauthorized provision of legal services.
Commentary
Statutory provisions against the practice of law and provision of legal services by unauthorized
persons are for the protection of the public. Unauthorized persons may have technical or personal
ability, but they are immune from control, regulation, and, in the case of misconduct, from
discipline by the Society. Moreover, the client of a lawyer who is authorized to practise has the
protection and benefit of the lawyer-client privilege, the lawyer's duty of secrecy, the professional
standard of care that the law requires of lawyers, and the authority that the courts exercise over
them. Other safeguards include professional liability insurance, rights with respect to the
assessment of bills, rules respecting the handling of trust monies, and requirements for the
maintenance of compensation funds.
Working With or Employing Unauthorized Persons
(2) Without the express approval of a committee of Convocation appointed for the purpose, a
lawyer shall not retain, occupy office space with, use the services of, partner or associate with, or
employ in any capacity having to do with the practice of law or provision of legal services any
person who, in Ontario or elsewhere, has been disbarred and struck off the Rolls, has had his or
her license to practise law or to provide legal services revoked, has been suspended, has had his
or her license to practise law or to provide legal services suspended, has undertaken not to
practise law or to provide legal services, or who has been involved in disciplinary action and
been permitted to resign or to surrender his or her license to practise law or to provide legal
services, and has not had his or her license restored.
Practice by Suspended Lawyers Prohibited
(3) A lawyer whose license to practise law is suspended shall comply with the requirements
of the By-laws and shall not

6.08 Retired Judges Returning to Practice Rule 6
(a) practice law
(b) represent or hold himself or herself out as a person entitled to practise law, or
(c) represent or hold himself or herself out as a person entitled to provide legal
services.
[New – January 2008]
Commentary
Part II of By-Law 7.1 (Operational Obligations and Responsibilities) and Part II.1 of By-Law 9
(Financial Transactions and Records) set out the obligations of a lawyer whose license to practise
law is suspended.
[Amended - May 2008]
Undertakings Not to Practise Law
(4) A lawyer who gives an undertaking to the Law Society not to practise law shall not,
(a) practise law,
(b) represent or hold himself or herself out as a person entitled to practise law, or
(c) represent or hold himself or herself out as a person entitled to provide legal
services.
Undertakings to Practise Law Subject to Restrictions
(5) A lawyer who gives an undertaking to the Law Society to restrict his or her practise shall
comply with the undertaking.
6.08 RETIRED JUDGES RETURNING TO PRACTICE
Definitions
6.08 (1) In this rule, “retired appellate judge” means a lawyer
(a) who was formerly a judge of the Supreme Court of Canada, the Court of Appeal
for Ontario, or the Federal Court of Appeal,
(b) who has retired, resigned, or been removed from the Bench, and
(c) who has returned to practice.

6.09 Errors and Omissions Rule 6
(2) In this rule, “retired judge” means a lawyer
(a) who was formerly a judge of the Federal Court, the Tax Court of Canada, the
Supreme Court of Ontario, Trial Division, a County or District Court, the Ontario Court
of Justice, or the Superior Court of Justice,
(b) who has retired, resigned, or been removed from the Bench, and
(c) who has returned to practice.
Appearance as Counsel
(3) A retired appellate judge shall not appear as counsel or advocate in any court, or in
chambers, or before any administrative board or tribunal without the express approval of a
committee of Convocation appointed for the purpose. This approval may only be granted in
exceptional circumstances and may be restricted as the committee of Convocation sees fit.
(4) A retired judge shall not appear as counsel or advocate
(a) before the court on which the judge served or any lower court, and
(b) before any administrative board or tribunal over which the court on which the
judge served exercised an appellate or judicial review jurisdiction
for a period of two years from the date of his or her retirement, resignation, or removal, without
the express approval of a committee of Convocation, appointed for the purpose, which approval
may only be granted in exceptional circumstances and may be restricted as the committee of
Convocation sees fit.
6.09 ERRORS AND OMISSIONS
Informing Client of Error or Omission
6.09 (1) When, in connection with a matter for which a lawyer is responsible, the lawyer
discovers an error or omission that is or may be damaging to the client and that cannot be
rectified readily, the lawyer shall
(a) promptly inform the client of the error or omission being careful not to prejudice
any rights of indemnity that either of them may have under an insurance, client's
protection or indemnity plan, or otherwise,
(b) recommend that the client obtain legal advice elsewhere concerning any rights the
client may have arising from the error or omission, and
(c) advise the client that in the circumstances, the lawyer may no longer be able to act
for the client.

6.09 Errors and Omissions Rule 6
Notice of Claim
(2) A lawyer shall give prompt notice of any circumstance that the lawyer may reasonably
expect to give rise to a claim to an insurer or other indemnitor so that the client's protection from
that source will not be prejudiced.
Commentary
Compulsory insurance imposes obligations on a lawyer, but these obligations must not impair the
relationship and duties of the lawyer to the client. The insurer's rights must be preserved. There
may well be occasions when a lawyer believes that certain actions or the failure to take action
have made the lawyer liable for damages to the client when, in reality, no liability exists. Further,
in every case a careful assessment will have to be made of the client's damages arising from the
lawyer's negligence. Many factors will have to be taken into account in assessing the client's
claim and damages. As soon as a lawyer becomes aware that an error or omission may have
occurred, that may reasonably be expected to involve liability to the client for professional
negligence, the lawyer should take the following steps.
1. Immediately arrange an interview with the client and advise the client that an error or
omission may have occurred, that may form the basis of a claim by the client against the lawyer.
2. Advise the client to obtain an opinion from an independent lawyer and that, in the
circumstances, the first lawyer might no longer be able to act for the client.
3. Subject to rule 2.03 (Confidentiality), inform the insurer of the facts of the situation.
4. Co-operate fully and as expeditiously as possible with the insurer in the investigation and
eventual settlement of the claim.
5. Make arrangements to pay that portion of the client's claim that is not covered by the
insurance immediately upon completion of the settlement of the client’s claim. This would
include payment of the deductible under a policy of insurance in accordance with By-Law 6
(Professional Liability Insurance).
Co-operation
(3) When a claim of professional negligence is made against a lawyer, he or she shall assist
and co-operate with the insurer or other indemnitor to the extent necessary to enable the claim to
be dealt with promptly.
Responding to Client’s Claim
(4) If a lawyer is not indemnified for a client’s errors and omissions claim or to the extent
that the indemnity may not fully cover the claim, the lawyer shall expeditiously deal with the
claim and shall not take unfair advantage that would defeat or impair the client's claim.

6.10 Responsibility in Multi-Discipline Practices Rule 6
(5) In cases where liability is clear and the insurer or other indemnitor is prepared to pay its
portion of the claim, a lawyer has a duty to pay the balance.
6.10 RESPONSIBILITY IN MULTI-DISCIPLINE PRACTICES
Compliance with these Rules
6.10 A lawyer in a multi-discipline practice shall ensure that non-licensee partners and
associates comply with these rules and all ethical principles that govern a lawyer in the discharge
of his or her professional obligations.
6.11 DISCIPLINE
Disciplinary Authority
6.11 (1) A lawyer is subject to the disciplinary authority of the Society regardless of where
the lawyer’s conduct occurs.
Professional Misconduct
(2) The Society may discipline a lawyer for professional misconduct.
Conduct Unbecoming a Lawyer
(3) The Society may discipline a lawyer for conduct unbecoming a lawyer.

6.11 Discipline Rule 6
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Concordance
This Table of Concordance sets out changes to the Rules of Professional Conduct that came into
effect on November 1, 2000 only. "Former Rule of Professional Conduct" refers to the rule that
was in force prior to November 2000. As such, the Table does not include amendments made to
the Rules after November 1, 2000. Please refer to the amendment history link on the website for
amendments after November 1, 2000.
A revision or addition of new text to a rule or commentary is identified by the words “Revised”
or “New”, corresponding to the particular rule, subrule, commentary or specific paragraph of
commentary.
Former
Rule of Professional Conduct Rule of Professional Conduct Nature of Change
1.01 New
1.02 “associate” New
1.02 “client” Rule 5, Commentary 16.
1.02 “client” Commentary New
1.02 “conduct unbecoming a Rule 1, Footnote 3. New. Based on ABA Model
lawyer” Code, Rule 8.4
1.02 “conduct unbecoming a Rule 1, Commentary 2
lawyer” Commentary Rule 1, Commentary 3
1.02 “consent” New
1.02 “independent legal New, but see Rule 5,
advice” Commentary 9 (b)
1.02 “independent legal Rule 5, Commentary 9 (c).
advice” Commentary
1.02 “independent legal New, but see Rule 5,
representation” Commentary 9 (a)
1.02 “interprovincial law firm” Rule 22, para. 1
1.02 “law firm” Rule 29 (1) (Definition) Revised
1.02 “lawyer” Interpretation and Rule 29(1) Revised
1.02 “member” Rule 29 (1) (Definition)
1.02 “professional Rule 1, Footnote 3. New. Based on ABA Model
misconduct” Code, Rule 8.4
1.02 “society” Interpretation
1.02 “tribunal” New

Concordance
Former
1.03 (1) Foreword and Rule 1 New. Based on Alberta Code of
Professional Conduct, Chapter 1,
Statement of Principle and
Chapter 3, Statement of
Principle; Special Committee to
Review the Rules of Professional
Conduct - Structure of the
Revised Rules, para. 1.1.
1.03 (2) Interpretation
2.01 (1) Foreword Revised
Rule 2, Commentaries 1, 4, 5 and
8 deleted.
2.01 (1) Commentary Rule 2, Commentary 10
Rule 3, Commentary 2
- New for Multi-Discipline
Practices
Rule 3, Commentary 3 Revised
Rule 3, Commentary 4 Rule 2 (b) deleted
2.01 (2) Rule 2 (a) Revised
2.01 (2) Commentary Rule 2, Commentary 9 Revised
2.02 (1) Rule 3
2.02 (2) Rule 3, Commentary 5
2.02 (3) Rule 10, Commentary 6A Revised
2.02 (4) Rule 3, Commentary 8 Revised

Concordance
Former
2.02 (6) New. Based on American Bar
Association Model Code Rule
1.16
2.02 (6) Commentary New. Based on American Bar
Association Model Code Rule
1.16
2.02 (7) Rule 26, Para. 1 Revised
2.02 (10) Rule 30, Para. 1
2.02 (11) Rule 30, Para. 2
2.02 (12) Rule 30, Para. 2
2.02 (13) Rule 30, Para. 4
2.03 (1) Rule 4 Revised
Rule 4, Commentary 9 New
2.03 (3) Commentary New

Concordance
Former
2.04 (1) Rule 5, Commentary 1 Rule 5, Commentary 12 deleted;
but see rule 2.07 (1).
New
New
2.04 (5) New
2.04 (11) New
2.04 (12) New
2.04 (13) New for multi-discipline practice.
2.04 (14) Rule 5, Commentary 14 New. See Alberta Rules C 1,
Rule 5, Commentary
2.05 (1) Rule 29 (1) Revised

Concordance
Former
2.05 (2) Rule 29 (2)
2.05 (3) Rule 29 (3)
2.05 (4) Rule 29 (4) Revised
2.05 (5) New
2.05 (6) Rule 29 (5)
2.05 (7) Rule 29 (6)
2.05 (8) Rule 29 (7)
2.05 (9) Rule 29 (8) Revised
Rule 29, Commentary 3 deleted
2.05 (10) Rule 29 (9) Revised (in particular for multi-
discipline practice).
2.06 (1) Rule 23, Para. 1
2.06 (2) New, but see Rule 5,
Commentaries 8 and 10
2.06 (3) Rule 5, Commentary 9 (b)
2.06 (4) Rule 7, Para. 1 Revised. Rule 7,
Commentary 3 deleted
Rule 7, Para. 3 Rule 7, Commentary 4 deleted
Rule 7, Commentary 2 deleted
2.06 (5) Rule 7, Para. 2
Rule 23, Para. 2

Concordance
Former
2.06 (6) Commentary Rule 23, Para. 7 Revised
2.06 (7) Rule 23, Para. 3
2.06 (8) Rule 23, Para. 4
Rule 23, Para. 5
2.06 (9) Rule 23, Para. 6 (a) Revised
2.06 (10) Rule 23, Para. 6 (b) Revised
2.07(1) Rule 6 Revised
2.08 (1) Rule 9 (a), (c) Revised
Rule 9, Commentary 2 Rule 9, Commentary 9 deleted
2.08 (7) Rule 9 (b) Revised
2.08 (11) Rule 9 (d)

Concordance
Former
2.09(1) Rule 8 Revised
3.01 Rule 12, Para. 1 Revised
3.01 Commentary Rule 12, Commentary 1
3.02 (1) Rule 12, Para. 7 (b)
3.02 (3) Rule 12, Para. 7 (e)
3.02 (4) Rule 12, Para. 7 (b)
3.02 (5) Rule 12, Para. 7 (c)

Concordance
Former
3.02 (6) Rule 12, Para. 7 (d)
3.02 (7) Rule 12 Para. 7 (f)
3.02 (8) New
3.03 (1) Rule 12, Para. 7 (h) Revised
3.03 (2) Rule 12, Para. 7 (g)
3.03 (3) Rule 12, Para. 7 (i) Revised for multi-discipline
practices
Rule 12, Para. 5 (b)
3.05 (2) Rule 12,Para. 8 (a) Revised
3.06 (1) New
Rule 12, Para. 4 deleted
Rule 12, Para. 6 deleted
3.06 (2) Revised and new.
Rule 12, Paras. 5 (c), (d), (e), (f),
and (g) replaced.
See Alberta Rule 5 (Accessibility
and Advertisement of Legal
Services)
3.07 (1) Rule 22, Para. 1
3.07 (2) Rule 22, Para. 2
3.07 (3) Rule 22, Para. 3

Concordance
Former
3.07 (4) Rule 22, Para. 4
4.01 (1) Rule 10
4.01 (1) Commentary Rule 10, Commentary 1 Revised; see para. 17 of October
Rule 10, Commentary 2 15, 1998 draft American College
Rule 10, Commentary 13 of Trial Lawyers Canadian Code
Rule 21, Para. 3 of Trial Conduct.
Rule 10, Commentary 10 The commentary about taking
Rule 10, Commentary 11 into account the best interests of a
Rule 10, Commentary 5 child is new.
4.01 (2) Rule 10, Commentary 2 Revised para. 4.01 (2)(g)
Revised para. 4.01 (2)(h)
Revised para. 4.01 (2)(i)
Revised para. 4.01 (2)(l)
4.01 (3) New
4.01 (4) New
4.01 (5) Rule 10, Commentary 3 (a)
4.01 (5) Commentary Rule 10, Commentary 3 (b)
4.01 (8) New
4.02 (1) Rule 10, Commentary 16 (a),
(c)
4.02 (2) Rule 10, Commentary 16 (b),
(c)
4.02 (2) Commentary Rule 10, Commentary 16 (b), Revised
(c)

Concordance
Former
4.02 (3) Rule 10, Commentary 16 (b),
(c)
4.03 (3) New
4.04 Rule 10, Commentary 15 Revised
4.04 Commentary Rule 10, Commentary 15 Revised
New
4.05 New, based upon the American
College of Trial Lawyers
Canadian Code of Trial Conduct,
Rule 19
4.05 (1) Commentary New, based upon the American
Rule 19
4.05 (2) New, based upon the American
Rule 19
Rule 19
Rule 19
Rule 19

Concordance
Former
4.05 (5) Commentary New, based upon the American
Rule 19
4.06 (1) Rule 11
New
New
4.07 Rule 25 Rule 25, Commentary 4 deleted
Rule 25, Commentary 3 Rule 25, Commentary 2 deleted
Revised
4.07 Commentary Rule 25, Commentary 1
5.01 (1) Rule 16, Commentary 4 Rule 16, Commentary 1 deleted
Rule 16, Para. 4
- New, but based on Rule 16,
Para. 1
Rule 16, Para. 2 Revised
Rule 16, Para. 3
Rule 16, Commentary 2 (a)
Rule 16, Commentary 2 (b)
Rule 16, Commentary 2 (c)
Rule 16, Commentary 2 (d) Revised

Concordance
Former
Provision about non-lawyer not
being permitted to set fees
deleted;
5.01(3)(m) based on part of Rule
16, Para. 2
5.01 (3) Commentary Rule 16, Commentary 3.
Rule 16, Para. 1
5.02 (3) Rule 24, Para. 2
5.04 (1) Rule 28
5.04 (1) Commentary Rule 28, Commentary Revised by the addition of
commentary taken from the Law
Society’s five bulletins about
Rule 28.
5.04 (2) Rule 28, Commentary
5.04 (3) Rule 28, Commentary Revised by the addition of
commentary taken from the Law
Society’s five bulletins about
Rule 28.
5.04 (3) Commentary Rule 28, Commentary
6.01 (1) Commentary Foreword

Concordance
Former
6.01 (2) Commentary Rule 13, Commentary 6 New commentary about
relationship with consultants
6.01 (3) Commentary Rule 13, Commentary 1 New commentary about
Rule 13, Commentary 1A harassment and discrimination
counsel.
6.02 Rule 13, Commentary 3
6.04 (1) Rule 17
6.05 (1) Rule 18

Concordance
Former
6.06 (1) New, but see Rule 21,
Commentary 1
Rule 21, Para. 3 moved to Rule
4.01 (1) Commentary
6.06 (1) Commentary Rule 21, Para. 1
6.06 (2) New
6.07 (1) Rule 19
6.07 (3) New
6.08 (1) Rule 15, Para. 1
6.08 (2) Rule 15, Para. 2
6.08 (3) Rule 15, Para. 1
6.08 (4) Rule 15, Para. 2

Concordance
Former
6.10 New for multi-discipline practice
6.11 (1) New, based on ABA Model
Code, Rule 8.5
6.11 (2) New
6.11 (3) New

Index Rule
INDEX
Affiliation, definition of ..............................................................................................................1.02

Affiliations between lawyers and affiliated entities............................................. 2.04 (10.1)–(10.3)
Alternative dispute resolution (ADR)
Advising ................................................................................................................... 2.02 (2), (3)
Appeals ................................................................................................................................. 4.02 (3)
Arbitrator, see Advocacy
Articling student
Duties of .......................................................................................................................... 5.02 (3)
Principal, duties of .......................................................................................................... 5.02 (2)
Recruitment procedures .................................................................................................. 5.02 (1)
Sexual harassment .................................................................................................... 5.03 (1), (2)
Associate, definition of ...............................................................................................................1.02
Borrower and lender, acting for ........................................................................ 2.04 (11), (12), 2.06
Borrowing from client.................................................................................................... 2.06 (4), (5)
By-law 6 ................................................................................................................................ 6.09 (2)
By-law 7.1 ............................................................................................................. 5.01 (2), 6.07 (3)
By-law 8 ................................................................................................................................ 6.01 (8)
By-law 9 ................................................................................................................. 2.02 (5), 6.07 (3)
By-law 15 .............................................................................................................................. 3.03 (1)
Candour
Advocacy and.................................................................................................................. 4.01 (1)
Client service and ............................................................................................................ 2.01 (1)
Duty of prosecutor and.................................................................................................... 4.01 (3)
Certificate of independent legal advice................................................................................. 2.06 (3)
Certified specialist, advertising of ........................................................................................ 3.03 (1)
Citation and interpretation ....................................................................................................1.01–03
Civil matters .......................................................................................................................... 4.01 (1)
Civil proceedings .................................................................................................................. 4.01 (1)
Client
Advertising, prohibition against...................................................................................... 2.06 (8)
Advocacy and.................................................................................................................. 4.01 (1)
Borrowing from ....................................................................................................... 2.06 (4), (5)
Confidentiality and................................................................................................................2.03
Conflicts of interest .........................................................................................................2.04–05
Criminal activity and....................................................................................................... 2.02 (5)
Definition of ........................................................................................................... 1.02. 2.05 (1)
Disability of .................................................................................................................... 2.02 (6)
Dishonesty and fraud by ................................................................................................. 2.02 (5)
Doing business with ..............................................................................................................2.06
Fees and disbursements.........................................................................................................2.08
French language rights .................................................................................................... 1.03 (1)
Guilty plea ................................................................................................................ 4.01 (8), (9)
Investment by ........................................................................................................ 2.06 (2), (2.1)
Lending client ..............................................................................................2.04 (8), (8.1), (8.2)

Index Rule
Organization as ............................................................................................................ 2.02 (1.1)

Paying for legal services ....................................................................................... 2.06 (2), (2.1)
Preservation of property........................................................................................... 2.07 (1)–(6)
Quality of service and ...........................................................................................................2.02
Reporting conduct to the society.............................................................................. 6.01 (4)–(7)
Trust accounts ........................................................................................................... 2.02 (5.0.2)
Under a disability ............................................................................................................ 2.02 (6)
Waives independent legal representation..............................................................................1.02
Withdrawal of representation and .........................................................................................2.09
Competence
Standard of ............................................................................................................... 2.01 (1), (2)
Competent lawyer, definition of ........................................................................................... 2.01 (1)
Communication
Abusive communications ................................................................................................ 6.03 (5)
Cross-examination, during ....................................................................................................4.04
Examination-in-chief, during ................................................................................................4.04
Jurors, with.........................................................................................................4.05 (1), (4), (5)
Mediation process and ..........................................................................................................4.07
Professional letters and ................................................................................................... 6.03 (6)
Professional practice and ................................................................................................ 6.03 (5)
Prohibition on.................................................................................................................. 6.03 (8)
Public appearances and ............................................................................................ 6.06 (1), (2)
Public statements and..................................................................................................... 6.06 (2)
Punctual communication................................................................................................. 6.03 (6)
Re-examination, during.........................................................................................................4.04
Represented corporation or organization with ................................................................ 6.03 (9)
Represented person with .......................................................................................... 6.03 (7), (8)
Second opinions .............................................................................................................. 6.03 (8)
Unrepresented person with ........................................................................................... 2.04 (14)
Witness with.................................................................................................................4.03, 4.04
Conduct
Dishonourable or questionable .............................................................................................1.02
Misconduct, duty to report ....................................................................................... 6.01 (4)–(7)
Offences, duty to report .................................................................................................. 6.01 (8)
Unbecoming a barrister or solicitor, definition of ................................................................1.02
Confidentiality
Client and ........................................................................................................................ 2.03 (1)
Joint retainer and ............................................................................................................. 2.04 (6)
Justified or permitted disclosure and ....................................................................... 2.03 (2)–(5)
Literary works and .......................................................................................................... 2.03 (6)
Mediation and .......................................................................................................................4.07
Security of court facilities and ........................................................................................ 4.06 (3)
Transferring between law firms and .....................................................................................2.05
Conflict of interest, see also Doing business with a client, Transfer between law firms
Affiliations between lawyers and affiliated entities ...................................... 2.04 (10.1)–(10.3)
Avoidance of .........................................................................................................................2.04
Borrower and lender, acting for ........................................................................... 2.04 (11), (12)

Index Rule
Client, acting against ................................................................................................ 2.04 (4), (5)

Client, investment by ...................................................................................................... 2.06 (2)
Confidentiality and................................................................................................................2.03
Contentious issue ................................................................................................... 2.04 (9), (10)
Definition of .................................................................................................................... 2.04 (1)
Guarantees by a lawyer .......................................................................................... 2.06 (9), (10)
Independent legal advice and ................................................................................................1.02
Independent legal representation and....................................................................................1.02
Joint retainer and .................................................................................................... 2.04 (6)–(10)
Lawyer or articling student, hiring of ...................................................................................2.05
Loan or mortgage transactions and .......................................................................... 2.06 (6)–(8)
Multi-discipline practice and ........................................................................................ 2.04 (13)
Potential transferee, hiring of ................................................................................................2.05
Practicing in an affiliation.......................................................................................... 2.04 (10.3)
Public office and ................................................................................................6.05 (2), (3), (5)
Transferor and transferee, acting for ..................................................................... 2.04.1 (1)–(3)
Transferring between law firms and ...................................................................... 2.05 (1)–(10)
Transfers of title and ..........................................................................................................2.04.1
Unrepresented persons and ........................................................................................... 2.04 (14)
Consent
Acting against client and .......................................................................................... 2.04 (4), (5)
Definition of ..........................................................................................................................1.02
Affiliations between lawyers and affiliated entities and ................................ 2.04 (10.1), (10.2)
Avoidance of conflicts of interest and ............................................................................ 2.04 (1)
Investment by client and ................................................................................................. 2.06 (2)
Literary works and .......................................................................................................... 2.03 (6)
Referral fees and ............................................................................................................. 2.08 (9)
Transferring between law firms and ..................................................................2.05 (4), (7), (8)
Constitution Act .................................................................................................................... 1.03 (1)
Contingent fees .............................................................................................................. 2.08 (3)–(5)
Corporate and commercial matters ....................................................................................... 5.01 (2)
Counselling, for lawyer ......................................................................................................... 6.01 (3)
Courtesy
Advocacy and........................................................................................................... 4.01 (1), (6)
Duty of prosecutor .......................................................................................................... 4.01 (3)
General ..................................................................................................................... 6.03 (1)–(4)
Court facilities, security of.................................................................................................... 4.06 (3)
Courts of Justice Act ............................................................................................................. 1.03 (1)
Criminal Code........................................................................................................ 1.03 (1), 6.01 (6)
Criminal proceedings, withdrawal from ........................................................................ 2.09 (4)–(6)
Crime, assisting in, see Dishonesty or fraud
Cross-examination, communication during ................................................................................4.04
Delegation, see Supervision
Disability
Client under a ................................................................................................................. 2.02 (6)
Disbarred persons.................................................................................................................. 6.07 (2)

Index Rule
Disbursements ....................................................................................................................... 2.08 (1)

Discipline
Authority of the Society .................................................................................................. 6.11 (1)
Conduct unbecoming a lawyer........................................................................................ 6.11 (3)
Legal contempt of court ................................................................................................. 4.01 (6)
Professional misconduct ................................................................................................. 6.11 (2)
Disclosure, see also Confidentiality
Authorized by client ........................................................................................................ 2.03 (1)
Juror’s interest in the case and ................................................................................. 4.05 (2), (3)
Justified or permitted ............................................................................................... 2.03 (2)–(5)
Mortgages of ................................................................................................................... 2.06 (7)
Prohibited ........................................................................................................................ 2.03 (1)
Discovery obligations ........................................................................................................... 4.01 (4)
Discrimination
Employment practices and .............................................................................................. 5.04 (3)
Examples of ................................................................................................................... 5.04 (1)
Human rights law and ..................................................................................................... 5.04 (1)
Ontario Human Rights Code and .................................................................................... 5.04 (1)
Quality of service and ..................................................................................................... 5.04 (2)
Society and ...................................................................................................................... 5.04 (1)
Special responsibility of lawyers .................................................................................... 5.04 (1)
Dishonesty or fraud
Client, by ......................................................................................................................... 2.02 (5)
Guarding against ............................................................................................................. 2.02 (5)
Real estate transactions ................................................................................................... 2.02 (5)
Trust accounts ........................................................................................................... 2.02 (5.0.2)
When client an organization .............................................................................. 2.02 (5.1), (5.2)
Dishonourable or questionable conduct, definition of ................................................................1.02
Doing business with a client, see also Conflict of interest
Certificate of independent legal advice........................................................................... 2.06 (3)
Client, borrowing from ............................................................................................ 2.06 (4), (5)
Client, investment by ............................................................................................ 2.06 (2), (2.1)
Guarantees by a lawyer .......................................................................................... 2.06 (9), (10)
Loan or mortgage transactions ................................................................................. 2.06 (6)–(8)
Related persons ............................................................................................................... 2.06 (1)
Shares or securities for fees ......................................................................................... 2.06 (2.1)
Syndicated mortgage ....................................................................................................... 2.06 (1)
Duty to report
Misconduct ...................................................................................................................... 6.01 (3)
Offences .......................................................................................................................... 6.01 (8)
Emotional, mental, family disturbances................................................................................ 6.01 (3)
E-reg ™ (electronic registration of title documents)
Documents, signing of .................................................................................................... 5.01 (6)
Signing for completeness, direct supervision and........................................................... 5.01 (2)
Title documents, registration of .........................................................................5.01 (3), (4), (6)
Error or omission
Advocacy and.................................................................................................................. 4.01 (5)

Index Rule
Co-operation with insurer ............................................................................................... 6.09 (3)

Informing client of .......................................................................................................... 6.09 (1)
Notice of claim ................................................................................................................ 6.09 (2)
Responding to client’s claim .................................................................................... 6.09 (4), (5)
Examination-in-chief, communication during ............................................................................4.04
Fees and disbursements
Account statement ........................................................................................................... 2.08 (4)
Advertising of ................................................................................................................. 3.02 (3)
Appropriation of funds .................................................................................................. 2.08 (10)
Contingency fees ............................................................................................................. 2.08 (3)
Declining retainer......................................................................................................... 2.06 (2.1)
Disbursements .......................................................................................................... 2.08 (1), (2)
Division of ............................................................................................................... 2.08 (6), (8)
Hidden fees, prohibition against ..................................................................................... 2.08 (2)
Interest on........................................................................................................................ 2.08 (2)
International or interprovincial law firms, exception for sharing of fees ....................... 2.08 (9)
Joint retainer for .............................................................................................................. 2.08 (7)
Multi-discipline practice, exception for sharing of fees ................................................. 2.08 (9)
Non-payment of .............................................................................................................. 2.09 (3)
Payment of ................................................................................................................... 2.06 (2.1)
Reasonable fees ........................................................................................................ 2.08 (1), (2)
Referral fees .................................................................................................................... 2.08 (7)
Withdrawal from representation and ....................................................................... 2.09 (3), (4)
Fraud
Client, by ......................................................................................................................... 2.02 (5)
Guarding against ....................................................................................................... 2.02 (5.0.1)
Real estate transactions ................................................................................................... 2.02 (5)
Trust accounts ........................................................................................................... 2.02 (5.0.2)
French language rights
Client and ....................................................................................................................... 1.03 (1)
Constitution Act and....................................................................................................... 1.03 (1)
Courts of Justice Act and ............................................................................................... 1.03 (1)
Criminal Code and ......................................................................................................... 1.03 (1)
French Language Services Act and................................................................................ 1.03 (1)
French Language Services Act ............................................................................................. 1.03 (1)
Harassment, definition of ...................................................................................................... 5.04 (1)
HHS....................................................................................................................................... 6.01 (3)
Hiring
Articling student, of ...................................................................................................... 2.05 (10)
Discrimination in employment practices ........................................................................ 5.04 (2)
Guidelines for................................................................................................................ 2.05 (10)
Lawyer and.................................................................................................................... 2.05 (10)
Potential transferee, of .................................................................................................. 2.05 (10)
Transferable lawyer, of ................................................................................................. 2.05 (10)
Homewood Human Solutions (HHS) ................................................................................... 6.01 (3)
Human rights law .................................................................................................................. 5.04 (1)
Income Tax Act (Canada) ...................................................................2.04 (12), 2.04.1 (3), 2.06 (1)

Index Rule
Illness, of lawyer ................................................................................................................... 6.01 (3)

Independent legal advice
Borrowing from client and ....................................................................................... 2.06 (4), (5)
Certificate of independent legal advice........................................................................... 2.06 (3)
Definition of ..........................................................................................................................1.02
Loan or mortgage transactions and ................................................................................. 2.06 (6)
Independent legal representation
Borrowing from client and ....................................................................................... 2.06 (4), (5)
Definition of ..........................................................................................................................1.02
Guarantees by a lawyer and ................................................................................... 2.06 (9), (10)
Unrepresented persons and ........................................................................................... 2.04 (14)
Insurer
Co-operation with insurer ............................................................................................... 6.09 (3)
Informing client of error or omission.............................................................................. 6.09 (1)
Notice of claim ................................................................................................................ 6.09 (2)
Responding to client’s claim .................................................................................... 6.09 (4), (5)
Integrity
Lawyer and...................................................................................................................... 6.01 (1)
Making legal services available ............................................................................................3.01
Outside interests and ....................................................................................................... 6.04 (1)
Standards of the legal profession ..........................................................................................1.03
Interference with right to fair trial or hearing ....................................................................... 6.06 (2)
International law firm, fees and ............................................................................................ 2.08 (9)
Interprovincial law firm
Definition of ..........................................................................................................................1.02
Fees and .......................................................................................................................... 2.08 (9)
Practice of law and ................................................................................................................3.07
Investment by client .................................................................................................... 2.06 (2), (2.1)
Joint retainer
Advising client ................................................................................................................ 2.04 (6)
Confidentiality ................................................................................................................ 2.04 (6)
Conflict of interest ................................................................................................. 2.04 (6)–(10)
Consent and..................................................................................................................... 2.04 (8)
Contentious issue ................................................................................................... 2.04 (9), (10)
Continuing relationship and ............................................................................................ 2.04 (7)
Fees for............................................................................................................................ 2.08 (7)
Lending client and........................................................................................................ 2.04 (8.2)
Jurors
Communication with..........................................................................................4.05 (1), (4), (5)
Disclosure of information ............................................................................................... 4.05 (2)
Relations with .......................................................................................................... 4.05 (1)–(5)
Justified disclosure ......................................................................................................... 2.03 (2)–(5)
Land Registration Reform Act ........................................................................................... 2.04.1 (3)
Law firm

Index Rule
Definition of ..........................................................................................................................1.02
International law firms .................................................................................................... 2.08 (9)
Interprovincial law firms................................................................ 1.02, 3.07, 2.08 (9), 3.04 (1)
Name of .................................................................................................................................3.02
Law Society, see Society
Law Society Act .................................................................................... 1.02, 2.01, 2.07 (1), 2.08 (9)
Lawyer
Abusive communications and ......................................................................................... 6.03 (5)
Administration of justice and ................................................................................... 4.06 (1)–(3)
Advertising...................................................................................................................... 3.03 (1)
Advising client of French language rights ...................................................................... 1.03 (1)
Advocate, as .................................................................................................................4.01, 4.02
Borrower and lender, acting for ..................................................................2.04 (6.1), (11), (12)
Certified specialist .......................................................................................................... 3.03 (1)
Client, acting against ................................................................................................ 2.04 (4), (5)
Client property, preservation of ............................................................................................2.07
Clients, borrowing from ........................................................................................... 2.06 (4), (5)
Competence and standard of .................................................................................... 2.01 (1), (2)
Compromise, encouraging ....................................................................................... 2.01 (2), (3)
Conduct unbecoming a lawyer........................................................................................ 6.11 (3)
Conflicts of interest, avoidance of ........................................................................................2.04
Declining representation ................................................................................................. 3.01 (1)
Defence counsel, duty as................................................................................................. 4.01 (1)
Definition of ..........................................................................................................................1.02
Delegation, where improper..................................................................................... 5.01 (3), (4)
Disqualification ............................................................................................................... 2.05 (7)
Encouraging client to report misconduct ................................................................. 6.01 (4)–(7)
Fees and disbursements.........................................................................................................2.08
Financial obligations of................................................................................................... 6.01 (2)
Guarantees by......................................................................................................... 2.06 (9), (10)
Integrity of ...................................................................................................................... 6.01 (1)
Justified or permitted disclosure .............................................................................. 2.03 (2)–(5)
Lawyers, responsibility to ...................................................................................... 6.03 (1)–(10)
Legal aid plan, participation in ....................................................................................... 3.01 (1)
Lender, acting for ................................................................................2.02 (14), (15), 2.04 (6.1)
Loan or mortgage transactions, in.......................................................................... 2.06 (6)–(10)
Mediator, as...........................................................................................................................4.07
Member of interprovincial law firms, as.................................................................. 3.04 (2)–(4)
Misconduct, duty to report .............................................................................................. 6.01 (3)
Multi-discipline practices and .............................................................................. 2.04 (13), 6.10
Offences, duty to report .................................................................................................. 6.01 (8)
Organization, acting for ............................................................................................... 2.01 (1.1)
Others, responsibility to ......................................................................................... 6.03 (1)–(10)
Outside interests and .............................................................................................................6.04
Practice of law.................................................................................................................3.01–04
Principal, as ..................................................................................................................... 5.02 (2)
Profession, responsibility to ..................................................................................................6.01

Index Rule
Prosecutor, duty as .......................................................................................................... 4.01 (3)

Public appearances ................................................................................................................6.06
Public office ..........................................................................................................................6.05
Public, responsibility to .................................................................................................. 4.06 (1)
Public statements ..................................................................................................................6.06
Recording conversations ................................................................................................. 6.03 (4)
Report misconduct, duty to ............................................................................................. 6.01 (3)
Sharp practice.................................................................................................................. 6.03 (3)
Society, responsibility to .......................................................................................................6.02
Special responsibilities of ................................................................................ 1.03 (1), 5.04 (1)
Supervision, duty of ..............................................................................................................5.01
Suspension ...................................................................................................................... 6.07 (3)
Threatening criminal proceedings................................................................................... 2.02 (4)
Transfer between law firms ..................................................................................................2.05
Transferor and transferee, acting for ..................................................................... 2.04.1 (1)–(3)
Trust accounts ........................................................................................................... 2.02 (5.0.2)
Unauthorized practice, preventing ........................................................................................6.07
Undertakings and .......................................................................................................... 6.03 (10)
Withdrawal from representation ..................................................................................... 2.09 (1)
Witness, as ............................................................................................................... 4.02 (1)–(3)
Lawyers’ Professional Indemnity Company (LawPRO)
Title insurance ............................................................................................................... 2.02 (13)
Legal practitioner
Definition of ..........................................................................................................................1.02
Lawyer’s duty to ............................................... 1.02, 1.03, 2.09 (8), 4.04, 6.03 (1), (3), (5)–(9)
Legal profession
Integrity of ..................................................................................................................... 6.01 (1)
Lawyer’s responsibility to.............................................................................................. 6.01 (1)
Legal services
Making available ............................................................................................................ 3.01 (1)
Offering of ..................................................................................................................... 3.01 (2)
Offering of, restrictions in the........................................................................................ 3.01 (2)
Legislative change ................................................................................................................ 4.06 (2)
Lending client ....................................................................................................2.04 (8), (8.1), (8.2)
Licence
Revoked .......................................................................................................................... 6.07 (2)
Suspended ........................................................................................................................ 6.07(3)
Licensee, definition of ................................................................................................................1.02
Literary works, confidentiality and ....................................................................................... 2.03 (6)
Loan and mortgage transactions
Disclosure in .................................................................................................................. 2.06 (7)
Lawyers in ............................................................................................................. 2.06 (6)–(10)
Lending client and...................................................................................................... 2.04 (8.2)
Marketing, see also Advertising
Advertising of fees .......................................................................................................... 3.02 (3)
Definition of .................................................................................................................... 3.02 (1)
Legal services of ...................................................................................................... 3.02 (1)–(3)

Index Rule
Mediation, confidentiality and ....................................................................................................4.07

Mediator
Lawyer as ..............................................................................................................................4.07
Role of...................................................................................................................................4.07
Medical-legal reports ..................................................................................................... 2.02 (7)–(9)
Member, definition of .................................................................................................................1.02
Mental instability, of lawyer..................................................................................................6.01(3)
Mental disturbances, by of lawyer ........................................................................................ 6.01 (3)
Misconduct
Duty to report .................................................................................................................. 6.01 (3)
Encouraging client to report..................................................................................... 6.01 (4)–(7)
Practice of law and .......................................................................................................... 3.01 (2)
Professional misconduct, definition of .................................................................................1.02
Sexual harassment .................................................................................................... 5.03 (1), (2)
Mortgage
Advertising, prohibition against...................................................................................... 2.06 (8)
Borrower or lender, prohibition against acting for .............................................. 2.04 (11), (12)
Disclosure of ................................................................................................................... 2.06 (7)
Syndicated mortgage, definition of ................................................................................. 2.06 (1)
Syndicated mortgage, transactions involving ................................................................. 2.06 (6)
Transactions, reporting on ................................................................................... 2.02 (14), (15)
Multi-discipline practice
Advertising and ............................................................................................................... 3.05 (6)
Compliance with rules ..........................................................................................................6.10
Conflict of interest ........................................................................................................ 2.04 (13)
Fees and .......................................................................................................................... 2.08 (9)
Responsibility in ...................................................................................................................6.10
Non-lawyers
By-law 7.1 and ............................................................................................................... 5.01 (2)
Corporate and commercial matters and .......................................................................... 5.01 (2)
Real estate and ................................................................................................................ 5.01 (2)
Sexual harassment and ............................................................................................. 5.01 (1), (2)
Supervision of .......................................................................................................... 5.01 (1)–(6)
Title documents and ................................................................................................. 5.01 (3), (4)
Title insurance and .......................................................................................................... 5.01 (5)
Wills, trusts, estates and .................................................................................................. 5.01 (2)
Offences, duty to report ........................................................................................................ 6.01 (8)
Office of the Children’s Lawyer ........................................................................................... 2.02 (6)
Office of the Public Guardian and Trustee ........................................................................... 2.02 (6)
Omission, discovery of ......................................................................................................... 4.01 (5)
Ontario Human Rights Code................................................................................................. 5.04 (1)
OLAP, see also Homewood Human Solutions (HHS) ......................................................... 6.01 (3)
Ontario Lawyers’ Assistance Program ................................................................................. 6.01 (3)
Organization
As client ....................................................................................................................... 2.02 (1.1)
Dishonest or fraudulent ...................................................................................... 2.02 (5.1), (5.2)
Lawyer acting for ................................................................................................... 2.02, 2.03 (3)

Index Rule
Outside interests
Independent judgment and .............................................................................................. 6.04 (2)
Integrity and .................................................................................................................... 6.04 (1)
Paralegal, definition of ................................................................................................................1.02
Paralegal Rules of Conduct ........................................................................................................1.02
Permitted disclosure ....................................................................................................... 2.03 (2)–(5)
Plea
Guilty, agreement on ................................................................................................ 4.01 (8), (9)
Practice of law
Advertising practice ........................................................................................................ 3.03 (1)
Certified specialist .......................................................................................................... 3.03 (1)
Declining representation ................................................................................................. 3.01 (1)
Interprovincial law firms................................................................................. 3.04 (1)–(4), 3.07
Legal Aid Plan, participating in ...................................................................................... 3.01 (1)
Legal services, availability of ......................................................................................... 3.01 (1)
Marketing legal services .......................................................................................... 3.02 (1)–(3)
Name, of law firm .................................................................................................................3.02
Offering professional services ..............................................................................................3.06
Outside interests and ................................................................................................ 6.04 (1), (2)
Restrictions in the offering of legal services................................................................... 3.01 (2)
Suspended lawyers .......................................................................................................... 6.07 (3)
Unauthorized practice of law, prevention of................................................................... 6.07 (1)
Preservation of client’s property
Accounting and delivery of...................................................................................... 2.07 (5), (6)
Care of client’s property ................................................................................................. 2.07 (1)
General ..................................................................................................................................2.07
Identification of client’s property ............................................................................ 2.07 (3), (4)
Receipt of property ......................................................................................................... 2.07 (2)
Pro bono
Client, definition of ....................................................................................................... 2.04 (15)
Providing services ........................................................................................................... 2.08 (2)
Providing short-term limited legal services ...........................................................2.04 (15)–19)
Professional misconduct
Definition of ..........................................................................................................................1.02
Discipline of ..........................................................................................................................6.11
Property
Accounting and delivery ................................................................................................. 2.07 (5)
Identification of ........................................................................................................ 2.07 (3), (4)
Notification of receipt of ................................................................................................. 2.07 (2)
Preservation of ................................................................................................................ 2.07 (1)
Prosecutor ............................................................................................................................. 4.01 (3)
Public appearances
Communication, guidelines for ....................................................................................... 6.06 (1)
Communication, prohibition against ............................................................................... 6.06 (2)
Public interest........................................................................................................................ 6.03 (1)
Public life, see also Public office
Criticizing tribunals ........................................................................................................ 4.06 (1)

Index Rule
Encouraging respect for administration of justice .......................................................... 4.06 (1)

Legislative change and .................................................................................................... 4.06 (2)
Public office, see also Public life
Appearances before public bodies .................................................................................. 6.05 (4)
Conduct after leaving office............................................................................................ 6.05 (5)
Conflict of interest .............................................................................................6.05 (2), (3), (5)
Standard of conduct ........................................................................................................ 6.05 (1)
Public statements ........................................................................................................................6.06
Punctuality ............................................................................................................................ 6.03 (6)
Quality of service
Alternative dispute resolution (ADR) and ...................................................................... 2.02 (3)
Client under disability ..................................................................................................... 2.02 (6)
Compromise or settlement .............................................................................................. 2.02 (2)
Dishonesty or fraud ............................................................................................... 2.02 (5)–(5.2)
Honesty and candour....................................................................................................... 2.02 (1)
Medical-legal reports .................................................................................................. 2.02 (7–9)
Reporting on mortgage transactions ....................................................................... 2.02 (14–15)
Threatening criminal proceedings................................................................................... 2.02 (4)
When client an organization ........................................................................................ 2.02 (1.1)
Real estate
E-reg ™ system and ....................................................................................................... 5.01 (4)
Fraud, etc......................................................................................................................... 2.02 (5)
Non-lawyer and ............................................................................................................... 5.01 (2)
Title insurance and .................................................................................................. 2.02 (10–13)
Record-keeping
Trust accounts .............................................................................................. 2.02 (5.0.1)–(5.0.2)
Recruitment procedures, see Articling students
Re-examination, communication during.....................................................................................4.04
Referral fees .......................................................................................................................... 2.08 (9)
Related persons, definition of ............................................................................................... 2.06 (1)
Relationship of lawyer to
Administration of justice.................................................................................................4.01–06
Articling students ..................................................................................................... 5.02 (1)–(3)
Clients .............................................................................................................................2.02–09
Legal practitioner, see Legal practitioner
Non-lawyers ............................................................................................................. 5.01 (1)–(6)
Other lawyers ....................................................................................................... 6.01 (01)–(11)
Society.................................................................................................................. 6.01 (01)–(11)
Solicitor and client ................................................................................................. 1.02, 6.01 (3)
Reports, medical-legal ................................................................................................... 2.02 (7)–(9)
Represented persons, communication with.................................................................................4.03
Retired judges
Appellate judge, definition of ......................................................................................... 6.08 (1)
Counsel, appearance as ............................................................................................ 6.08 (3), (4)
Definition of .................................................................................................................... 6.08 (2)
Returning to practice ................................................................................................ 6.08 (1)–(4)
Second opinions .................................................................................................................... 6.03 (8)

Index Rule
Sexual harassment
Definition of .................................................................................................................... 5.03 (1)
Examples of .................................................................................................................... 5.03 (1)
Prohibition on.................................................................................................................. 5.03 (2)
Sharp practice........................................................................................................................ 6.03 (3)
Short-term limited legal services ............................................................................... 2.04 (15)–(19)
Society
Communications with ...........................................................................................................6.02
Definition of ..........................................................................................................................1.02
Disciplinary authority, as ......................................................................................................6.11
Reporting misconduct to ................................................................................................. 6.01 (3)
Reporting dishonest conduct to................................................................................ 6.01 (4)–(7)
TitlePLUS insurance and .............................................................................................. 2.02 (13)
Solicitors Act ................................................................................................................. 2.08 (2), (3)
Solicitor’s lien ....................................................................................................................... 2.09 (9)
Student, see Articling student
Substance abuse, by lawyer .................................................................................................. 6.01 (3)
Substitute Decisions Act ........................................................................................................ 2.04 (6)
Successor licensee, duty of ................................................................................................. 2.09 (10)
Supervision
Non-lawyers, of....................................................................................................... 5.01 (1)–(6)
Suspended
lawyer .............................................................................................................................. 6.07 (2)
licence ....................................................................................................................... 6.07(2), (3)
Syndicated mortgage, definition of ....................................................................................... 2.06 (1)
Testimony, submission of ..................................................................................................... 4.02 (2)
Threatening criminal proceedings......................................................................................... 2.02 (4)
Title documents
Electronic registration of................................................................................................. 5.01 (3)
Non-lawyer and ............................................................................................................... 5.01 (4)
Title insurance
Real estate conveyance and ................................................................................. 2.02 (10)–(13)
TitlePLUS ..................................................................................................................... 2.02 (13)
Transfer between law firms, see also Conflict of interest
Application of rules.................................................................................................. 2.05 (2), (3)
Client, definition of ......................................................................................................... 2.05 (1)
Compliance, determination of......................................................................................... 2.05 (9)
Confidential information................................................................................................. 2.05 (1)
Due diligence ................................................................................................................ 2.05 (10)
Law firm, disqualification of ................................................................................... 2.05 (4)–(6)
Transferor and transferee, lawyer acting for ......................................................... 2.04.1 (1)–(3)
Transferring lawyer, disqualification of .................................................................. 2.05 (7), (8)
Tribunal
Criticizing of ................................................................................................................... 4.06 (1)
Definition of ..........................................................................................................................1.02
Rules of ........................................................................................................................... 4.01 (4)
Trust accounts

Index Rule
When acting for a client ............................................................................................ 2.02 (5.0.2)

Unauthorized practice
Disbarred persons............................................................................................................ 6.07 (2)
Licence, revoked ............................................................................................................. 6.07 (2)
Licence, suspended ................................................................................................... 6.07(2)–(3)
Preventing ....................................................................................................................... 6.07 (1)
Suspended persons .......................................................................................................... 6.07 (2)
Undertakings
Advocacy in .................................................................................................................... 4.01 (7)
Lawyer and.................................................................................................................... 6.03 (10)
Not to practice law .......................................................................................................... 6.08 (4)
Subject to restriction ....................................................................................................... 6.08 (5)
Unrepresented persons ......................................................................................... 2.04 (14), 4.01 (2)
Wills, trusts, and estates ........................................................................................................ 5.01 (2)
Withdrawal from representation
Conflict of ....................................................................................................................... 2.09 (4)
Criminal proceedings and ........................................................................................ 2.09 (4)–(6)
Duty of successor licensee and ..................................................................................... 2.09 (10)
Justifiable cause and ....................................................................................................... 2.09 (2)
Loss of confidence and ................................................................................................... 2.09 (2)
Mandatory withdrawal .................................................................................................... 2.09 (7)
Manner of withdrawal .............................................................................................. 2.09 (8), (9)
Non-payment of fees ....................................................................................................... 2.09 (3)
Notice to client ................................................................................................................ 2.09 (1)
Optional withdrawal........................................................................................................ 2.09 (2)
Prohibition against .......................................................................................................... 2.09 (1)
Reasonable notice ........................................................................................................... 2.09 (1)
Solicitor’s lien ................................................................................................................. 2.09 (9)
Successor licensee, duty of ........................................................................................... 2.09 (10)
Witness
Advocates, duty of .......................................................................................................... 4.01 (2)
Communication with.............................................................................................................4.04
Interviewing ..........................................................................................................................4.03
Lawyer as ................................................................................................................. 4.02 (1)–(3)
Updated February 5, 2013

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Rules of Professional

As of October 1, 2014, this version of the Rules of Professional Conduct is no longer in

Please visit lsuc.on.ca/lawyer-conduct-rules for the current Rules of Professional

Adopted by Convocation June 22, 2000

RULE 2 RELATIONSHIP TO CLIENTS ...................................................................................7

Rules of Professional Conduct ii

RULE 3 THE PRACTICE OF LAW .........................................................................................53

Rules of Professional Conduct iii

RULE 5 RELATIONSHIP TO STUDENTS, EMPLOYEES, AND OTHERS ........................68

Rules of Professional Conduct iv

Rules of Professional Conduct v

Rules of Professional Conduct vi

Rule 1 Citation and Interpretation

1.01 These rules may be cited as the Rules of Professional Conduct.

1.02 In these rules, unless the context requires otherwise,

(b) a non-licensee employee of a multi-discipline practice providing services that

“conduct unbecoming a barrister or solicitor” means conduct, including conduct in a lawyer’s

Rules of Professional Conduct 1

(b) taking improper advantage of the youth, inexperience, lack of education,

(c) engaging in conduct involving dishonesty or conduct which undermines the

Dishonourable or questionable conduct on the part of a lawyer in either private life or

“independent legal advice” means a retainer where

(b) the client’s transaction involves doing business with

(i) another lawyer,

(iii) a client of the other lawyer,

Rules of Professional Conduct 2

“independent legal representation” means a retainer where

“law firm” includes one or more lawyers practising

(a) in a sole proprietorship,

(c) as a clinic under the Legal Aid Services Act 1998,

(d) in a government, a Crown corporation, or any other public body, or

(e) in a corporation or other body;

“legal practitioner” means a person

(a) who is a licensee; or

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“licensee” means a lawyer or a paralegal;

(b) knowingly assisting or inducing another legal practitioner to violate or attempt to

(c) knowingly assisting or inducing a non-licensee partner or associate of a multi-

(d) misappropriating or otherwise dealing dishonestly with a client’s or a third party’s

(e) engaging in conduct that is prejudicial to the administration of justice,

(f) stating or implying an ability to influence improperly a government agency or

(g) knowingly assisting a judge or judicial officer in conduct that is a violation of

“Society” means The Law Society of Upper Canada;

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Standards of the Legal Profession

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Rule 2 Relationship to Clients

2.01 (1) In this rule

[Amended – June 2007]

(b) investigating facts, identifying issues, ascertaining client objectives, considering

(i) legal research,

(iii) application of the law to the relevant facts,

(iv) writing and drafting,

(vi) alternative dispute resolution,

(vii) advocacy, and

(viii) problem-solving ability,

(f) applying intellectual capacity, judgment, and deliberation to all functions,

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(i) managing one’s practice effectively,