Chapter 1 — Citation and Interpretation
SECTION 1.0 CITATION
1.0-1 These rules may be cited as the Rules of Professional Conduct.
SECTION 1.1 DEFINITIONS
1.1-1 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 practise 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 practises law in a law firm through an employment or other contractual relationship, and
(b) a non-licensee employee of a multi-discipline practice providing services that support or supplement the practice of law;
[Amended - September 2010, October 2014]
“civil society organization” means a registered charity under the Income Tax Act (Canada), a not-for-profit corporation incorporated under the laws of Ontario, or a not-for-profit corporation permitted under the laws of Ontario to operate in the Province;
[New - February 2019]
"client" means a person who:
(a) consults a lawyer and on whose behalf the lawyer renders or agrees to render legal services; or
(b) having consulted the lawyer, reasonably concludes that the lawyer has agreed to render legal services on their behalf
and 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;
[Amended - October 2014]
"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,
(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, October 2014]
“conflict of interest” means the existence of a substantial risk that a lawyer’s loyalty to or representation of a client would be materially and adversely affected by the lawyer’s own interest or the lawyer’s duties to another client, a former client, or a third person. The risk must be more than a mere possibility; there must be a genuine, serious risk to the duty of loyalty or to client representation arising from the retainer;
"consent" means fully informed and voluntary consent after disclosure
(a) in writing, provided that, where more than one person consents, each signs the same or a separate document recording the consent, or
(b) orally, provided that each person consenting receives a separate written communication recording their consent as soon as practicable;
[Amended - October 2014]
"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;
"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;
"Law Society" means the Law Society of Ontario;
"lawyer" means a person licensed by the Law Society to practise law as a barrister and solicitor in Ontario and includes a candidate enrolled in the Law 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 Law Society to provide legal services in Ontario;
"Personalized Security Package" means the diskette, key, RSA token, token number and/or personalized e-reg™ pass phrase to access the system for the electronic registration of title documents.
"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 these rules, 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 these rules, 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 rules 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]
"tribunal" includes courts, boards, arbitrators, mediators, administrative agencies, and bodies that resolve disputes, regardless of their function or the informality of their procedures.
Chapter 2 — Integrity
SECTION 2.1 INTEGRITY
2.1-1 A lawyer has a duty to carry on the practice of law and discharge all responsibilities to clients, tribunals, the public and other members of the profession honourably and with integrity.
[Amended - June 2015]
2.1-2 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.
[New - October 2014]
Chapter 3 — Relationship to Clients
SECTION 3.1 COMPETENCE
Definitions
3.1-1 In this rule,
"competent lawyer" means a lawyer who has and applies relevant knowledge, skills and attributes in a manner appropriate to each matter undertaken on behalf of a client including
[Amended - October 2014]
(a) knowing general legal principles and procedures and the substantive law and procedure for the areas of law in which the lawyer practises,
[Amended - June 2007]
(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,
(d) communicating at all relevant stages of a matter in a timely and effective manner;
[Amended - October 2014]
(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 all requirements pursuant to the Law Society Act;
[Amended - October 2014]
(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) otherwise adapting to changing professional requirements, standards, techniques, and practices.
Competence
3.1-2 A lawyer shall perform any legal services undertaken on a client's behalf to the standard of a competent lawyer.
Commentary
[1] 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 all legal matters to be undertaken on the client's behalf.
[2] Competence is founded upon both ethical and legal principles. This rule addresses the ethical principles. Competence involves more than an understanding of legal principles; it involves an adequate knowledge of the practice and procedures by which such principles can be effectively applied. To accomplish this, the lawyer should keep abreast of developments in all areas of law in which the lawyer practises.
[3] In deciding whether the lawyer has employed the requisite degree of knowledge and skill in a particular matter, relevant factors will include
(a) the complexity and specialized nature of the matter;
(b) the lawyer's general experience;
(c) the lawyer's training and experience in the field;
(d) the preparation and study the lawyer is able to give the matter; and
(e) whether it is appropriate or feasible to refer the matter to, or associate or consult with, a licensee of established competence in the field in question.
[4] In some circumstances, expertise in a particular field of law may be required; often the necessary degree of proficiency will be that of the general practitioner.
[4A] To maintain the required level of competence, a lawyer should develop an understanding of, and ability to use, technology relevant to the nature and area of the lawyer’s practice and responsibilities. A lawyer should understand the benefits and risks associated with relevant technology, recognizing the lawyer’s duty to protect confidential information set out in section 3.3.
[4B] The required level of technological competence will depend upon whether the use or understanding of technology is necessary to the nature and area of the lawyer’s practice and responsibilities and whether the relevant technology is reasonably available to the lawyer. In determining whether technology is reasonably available, consideration should be given to factors including:
(a) The lawyer’s or law firm’s practice areas;
(b) The geographic locations of the lawyer’s or firm’s practice; and
(c) The requirements of clients.
[Amended - June 2022]
[5] 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 distinct from the standard of care that a tribunal would invoke for purposes of determining negligence.
[6] A lawyer must recognize a task for which the lawyer lacks competence and the disservice that would be done to the client by undertaking that task. If consulted about such a task, the lawyer should
(a) decline to act;
(b) obtain the client's instructions to retain, consult, or collaborate with a licensee who is competent for that task; or
(c) obtain the client's consent for the lawyer to become competent without undue delay, risk or expense to the client.
[7] The lawyer should 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, when it is appropriate, the lawyer should not hesitate to seek the client's instructions to consult experts.
[7A] 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 rules 3.2-1A to 3.2-1A.2.
[8] A lawyer should clearly specify the facts, circumstances, and assumptions on which an opinion is based, particularly when the circumstances do not justify an exhaustive investigation and the resultant expense to the client. However, 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. A lawyer should only provide his or her legal opinion to a client when it is the legal opinion that the lawyer holds and it is provided to the standard of a competent lawyer.
[Amended - September 2017]
[8.1] What is effective communication with the client will vary depending on the nature of the retainer, the needs and sophistication of the client and the need for the client to make fully informed decisions and provide instructions.
[9] A lawyer should be wary of providing unreasonable or over-confident assurances to the client, especially when the lawyer's employment or retainer may depend upon advising in a particular way.
[Amended - September 2017]
[10] 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, economic, policy, or social complications 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, if necessary 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.
[11] In a multi-discipline practice, a lawyer must ensure that the client is made aware that the legal advice from the lawyer may be supplemented by advice or services from a non-licensee. Advice or services from non-licensee members of the firm unrelated to the retainer for legal services must be provided independently of and outside the scope of the legal services retainer and from a location separate from the premises of the multi-discipline practice. The provision of non-legal advice or services unrelated to the legal services retainer will also be subject to the constraints outlined in the relevant by-laws and regulations governing multi-discipline practices.
[11.1] Lawyers who provide legal services through civil society organizations to clients are required to control the delivery of legal services. The lawyer should take care to:
(a)act on behalf of the client’s interest;
(b) advise the client honestly and candidly about the nature, extent and scope of the services that the lawyer can provide through the civil society organization; and
(c) avoid conflicts of interest between the client and the civil society organization.
[11.2]Where other services are provided through the civil society organization, or where the lawyer’s services are provided together with other services, the lawyer should take care to protect client confidentiality and privilege, and should only disclose client confidential or privileged information with client consent, or as required by law.
[12] The requirement of conscientious, diligent, and efficient service means that a lawyer should make every effort to provide timely service to the client. If the lawyer can reasonably foresee undue delay in providing advice or services, the client should be so informed, so that the client can make an informed choice about their options, such as whether to retain new counsel.
[13] The lawyer should refrain from conduct that may interfere with or compromise their capacity or motivation to provide competent legal services to the client and be aware of any factor or circumstance that may have that effect.
[14] 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.
[15] Incompetence, Negligence and Mistakes - 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 in the rule. While damages may be awarded for negligence, incompetence can give rise to the additional sanction of disciplinary action.
[15.1] The Law Society 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.
[Amended - June 2009, October 2014]
SECTION 3.2 QUALITY OF SERVICE
Quality of Service
3.2-1 A lawyer has a duty to provide courteous, thorough and prompt service to clients. The quality of service required of a lawyer is service that is competent, timely, conscientious, diligent, efficient and civil.
[New - October 2014]
[Amended - May 2016]
Legal Services Under a Limited Scope Retainer
3.2-1A 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.
3.2-1A.1 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.
3.2-1A.2 Rule 3.2-1A.1 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.
[New - September 2011]
[New - September 2011]
Honesty and Candour
3.2-2 When advising clients, a lawyer shall be honest and candid.
[Amended - October 2014]
Language Rights
3.2-2A A lawyer shall, when appropriate, advise a client of the client's language rights, including the right to use.
(i) the official language of the client's choice; and
(ii) a language recognized in provincial or territorial legislation as a language in which a matter may be pursued, including, where applicable, aboriginal languages.
3.2-2B If a client proposes to use a language of his or her choice, and the lawyer is not competent in that language to provide the required services, the lawyer shall not undertake the matter unless he or she is otherwise able to competently provide those services and the client consents in writing.
[New - June 2015]
When Client an Organization
3.2-3 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 the lawyer's duties and in providing professional services, the lawyer shall act for the organization.
[New - March 2004]
Encouraging Compromise or Settlement
3.2-4 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 or continuing useless legal proceedings.
[Amended - October 2014]
[Amended - October 2014]
Threatening Penal or Regulatory Proceedings
3.2-5 A lawyer shall not, in an attempt to gain a benefit for a client, threaten, or advise a client to threaten, without reasonable and lawful justification:
(a) to initiate or proceed with a charge for an offence, including an offence under
(i) the Criminal Code or any other statute of Canada;
(ii) a statute of a province or territory of Canada; or
(iii) a municipal by-law; or
(b) to make a complaint to a regulatory authority.
[Amended - February 2017]
[Amended - February 2017]
3.2-6 [FLSC - not in use]
Dishonesty, Fraud, etc. by Client or Others
3.2-7 A lawyer shall not
(a) knowingly assist in or encourage any dishonesty, fraud, crime, or illegal conduct;
(b) do or omit to do anything that the lawyer ought to know assists in, encourages or facilitates any dishonesty, fraud, crime, or illegal conduct by a client or any other person; or
(c) advise a client or any other person on how to violate the law and avoid punishment.
[Amended - October 2014, September 2017]
3.2-7.1 - Deleted
[Deleted - September 2017]
3.2-7.2 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.
3.2-7.3 A lawyer shall not use their trust account for purposes not related to the provision of legal services.
[Amended - April 2011]
[New - October 2012]
Dishonesty, Fraud, etc. when Client an Organization
3.2-8 A lawyer who is employed or retained by an organization to act in a matter in which the lawyer knows that the organization has acted, is acting or intends to act dishonestly, fraudulently, criminally or illegally, shall do the following, in addition to their obligations under rule 3.2-7:
(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 is, was or would be 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 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, is or would be dishonest, fraudulent, criminal, or illegal and should be stopped; and
(c) if the organization, despite the lawyer's advice, continues with or intends to pursue the wrongful conduct, withdraw from acting in the matter in accordance with rules in Section 3.7.
[Amended - October 2014]
[Amended - October 2014]
Client with Diminished Capacity
3.2-9 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.
[Amended - October 2014]
Medical-Legal Reports
3.2-9.1 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.
3.2-9.2 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.
3.2-9.3 Where a client insists on seeing a medical-legal report about which the lawyer has reservations for the reasons noted in rule 3.2-9.2, 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
3.2-9.4 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.
3.2-9.5 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 their client.
3.2-9.6 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.
3.2-9.7 If discussing TitlePLUS insurance with a client, a lawyer shall fully disclose the relationship between the legal profession, the Law Society, and the Lawyers' Professional Indemnity Company (LawPRO).
Reporting on Mortgage Transactions
3.2-9.8 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.
3.2-9.9 The final report required by rule 3.2-9.8 must be delivered within the times set out in that rule 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]
SECTION 3.3 CONFIDENTIALITY
Confidential Information
3.3-1 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
(a) expressly or impliedly authorized by the client;
(b) required by law or by order of a tribunal of competent jurisdiction to do so;
(c) required to provide the information to the Law Society; or
(d) otherwise permitted by rules 3.3-2 to 3.3-6.
[Amended - October 2014]
[Amended - October 2014]
Justified or Permitted Disclosure
3.3-1.1 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.
3.3-2 [FLSC - not in use]
3.3-3 A lawyer may disclose confidential information, but must not disclose more information than is required, when the lawyer believes on reasonable grounds that there is an imminent risk of death or serious bodily harm, and disclosure is necessary to prevent the death or harm.
[Amended - October 2014]
[Amended - March 2004]
3.3-4 If it is alleged that a lawyer or the lawyer's associates or employees
(a) have committed a criminal offence involving a client's affairs;
(b) are civilly liable with respect to a matter involving a client's affairs;
(c) have committed acts of professional negligence; or
(d) have engaged in acts of professional misconduct or conduct unbecoming a lawyer, the lawyer may disclose confidential information in order to defend against the allegations, but shall not disclose more information than is required.
[Amended - October 2014]
3.3-5 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.
3.3-6 A lawyer may disclose confidential information to another lawyer to secure legal advice about the lawyer's proposed conduct.
[New - October 2014]
3.3-7 A lawyer may disclose confidential information to the extent reasonably necessary to detect and resolve conflicts of interest arising from the lawyer's change of employment or from changes in the composition or ownership of a law firm, but only if the information disclosed does not compromise the solicitor-client privilege or otherwise prejudice the client.
[New - June 2015]
SECTION 3.4 CONFLICTS
Duty to Avoid Conflicts of Interest
3.4-1 A lawyer shall not act or continue to act for a client where there is a conflict of interest, except as permitted under the rules in this Section.
Consent
3.4-2 A lawyer shall not represent a client in a matter when there is a conflict of interest unless there is consent, which must be fully informed and voluntary after disclosure, from all affected clients and the lawyer reasonably believes that he or she is able to represent each client without having a material adverse effect upon the representation of or loyalty to the other client.
[Amended - February 2016]
Dispute
3.4-3 Despite rule 3.4-2, a lawyer shall not represent opposing parties in a dispute.
[Amended - October 2014]
3.4-4 [FLSC - not in use]
Joint Retainers
3.4-5 Before a lawyer acts in a matter or transaction for more than one client, the lawyer shall advise each of 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 client 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 - October 2014]
3.4-6 If 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.
3.4-7 When a lawyer has advised the clients as provided under rules 3.4-5 and 3.4-6 and the parties are content that the lawyer act, the lawyer shall obtain their consent.
3.4-8 Except as provided by rule 3.4-9, if a contentious issue arises between clients who have consented to a joint retainer, the lawyer shall not advise either of them on the contentious issue and the following rules apply:
(a) The lawyer shall
(i) refer the clients to other lawyers for that purpose; or
(ii) if no legal advice is required and the clients are sophisticated, advise them that they have the option to settle the contentious issue by direct negotiation in which the lawyer does not participate.
(b) If the contentious issue is not resolved, the lawyer shall withdraw from the joint representation.
[Amended - October 2014]
3.4-9 Despite rule 3.4-8, if clients consent to a joint retainer and also agree that if a contentious issue arises the lawyer may continue to advise one of them, the lawyer may advise that client about the contentious matter and shall refer the other or others to another lawyer for that purpose.
Acting Against Former Clients
3.4-10 Unless the former client consents, a lawyer shall not act against a former client in
(a) the same matter,
(b) any related matter, or
(c) save as provided by rule 3.4-11, any other matter if the lawyer has relevant confidential information arising from the representation of the former client that may prejudice that client.
[Amended - October 2014]
3.4-11 When a lawyer has acted for a former client and obtained confidential information relevant to a new matter, another lawyer ("the other lawyer") in the lawyer's firm may act in the new matter against the former client provided that:
(a) the former client consents to the other lawyer acting; or
(b) the law firm establishes that it has taken adequate measures on a timely basis to ensure that there will be no risk of disclosure of the former client's confidential information to the other lawyer having carriage of the new matter.
[Amended - October 2014]
Affiliations Between Lawyers and Affiliated Entities
3.4-11.1 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.
3.4-11.2 Where there is an affiliation, after making the disclosure as required by rule 3.4-11.1, the lawyer shall obtain the client's consent before accepting a retainer under rule 3.4-11.1.
3.4-11.3 Where there is an affiliation, a lawyer shall establish a system to search for conflicts of interest of the affiliation.
[Amended - January 2008]
Acting for Borrower and Lender
3.4-12 Subject to rule 3.4-14, a lawyer or two or more lawyers practising in partnership or association must not act for or otherwise represent both lender and borrower in a mortgage or loan transaction.
3.4-13 In rules 3.4-14 to 3.4-16 "lending client" means:
(a) a bank, trust company, insurance company, or credit union;
(b) a finance company that is a corporation or partnership:
(i) whose material business involves making or refinancing loans, or entering into other similar arrangements for advancing funds or credit; and
(ii) whose shares or ownership interests (or another person or entity with which it is affiliated) are listed on a stock exchange within or outside Canada that is a Designated Stock exchange for the purposes of the Income Tax Act (Canada); including any subsidiaries of such finance companies;
(c) a corporation or partnership designated as an approved lender under the National Housing Act (Canada); or
(d) a Community Futures Development Corporation, a federal or provincial crown corporation or a corporation or agency affiliated with or funded by such a corporation, a municipality or an agency affiliated with or funded by a municipality.
Commentary
[1] A mortgage investment company is not considered a finance company unless it satisfies the criteria in Rule 3.4-13.
[Amended - April 22, 2021]
3.4-14 Provided there is compliance with this rule and rules 3.4-15 to 3.4-19, a lawyer may act for or otherwise represent both lender and borrower in a mortgage or loan transaction in any of the following situations:
(a) the lender is a lending client;
(b) the lender is selling real property to the borrower and the mortgage represents part of the purchase price;
(c) 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;
(c.1) the consideration for the mortgage or loan does not exceed $75,000; or
(d) the lender and borrower are not at "arm's length" as defined in section 251 of the Income Tax Act (Canada).
Commentary
[1] There is an increased risk that conflicts of interest may arise where a lawyer acts for both borrower and lender. Lawyers should review rules 3.4-5 to 3.4-9 (Joint Retainers) and should exercise the appropriate degree of formality with respect to these retainers, including making contemporaneous notes, obtaining a signed acknowledgment of the joint retainer from lender and borrower, and retaining copies of other relevant documents.
[Amended - April 22, 2021]
3.4-15 When a lawyer acts for both the borrower and the lender in a mortgage or loan transaction, the lawyer must 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.
3.4-16 If a lawyer is jointly retained by a client and a lending client in respect of a mortgage or loan from the lending client to the other 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 rule 3.4-5 to the lending client before accepting the retainer;
(b) provide the advice described in rule 3.4-6; or
(c) obtain the consent of the lending client as required by rule 3.4-7, including confirming the lending client's consent in writing, unless the lending client requires that its consent be reduced to writing.
Multi-discipline Practice
3.4-16.1 A lawyer in a multi-discipline practice shall ensure that non-licensee partners and associates observe the rules in Section 3.4 for the legal practice and for any other business or professional undertaking carried on by them outside the legal practice.
[Amended - June 2009]
Civil Society Organizations
3.4-16.1.1 When practising through a civil society organization, a lawyer shall establish a system to search for conflicts of interest of the civil society organization.
[New - February 2019]
Pro Bono and Other Short-term Legal Services
3.4-16.2 In this rule and rules 3.4-16.3 to 3.4-16.6,
"short-term client" means a client to whom a lawyer provides short-term legal services;
"lawyer's firm means the law firm at which the lawyer practices law as a partner, associate, employee or otherwise.
"short-term provider" means a pro bono or not-for-profit legal services provider that makes lawyers available to provide advice or representation to clients.
"lawyer" means (i) a volunteer lawyer who provides short-term legal services to clients under the auspices of short-term provider or (ii) a lawyer providing services under the auspices of a Pro Bono Ontario program; iii) a lawyer providing short-term legal services under the auspices of a Legal Aid Ontario program or clinic; or iv) a lawyer providing short-term legal services under the auspices of a clinical education course or program.
“clinical education course or program” means a course, program, placement or partnership that is organized or accepted by an Ontario law school and that provides Ontario law students with an opportunity to gain practical and applied legal experience.
"short-term legal services" means legal advice or representation to a short-term client under the auspices of a short-term provider with the expectation by the lawyer and the client that the lawyer will not provide continuing legal advice or representation in the matter.
3.4-16.3 A lawyer may provide short-term legal services without taking steps to determine whether there is a conflict of interest arising from duties owed to current or former clients of the lawyer's firm or of the short-term provider.
3.4-16.4 A lawyer shall take reasonable measures to ensure that no disclosure of the short-term client's confidential information is made to another lawyer in the lawyer's firm.
3.4-16.5 A lawyer shall not provide or shall cease providing short-term legal services to a short-term client where the lawyer knows or becomes aware of a conflict of interest.
3.4-16.6 A lawyer who is unable to provide short-term legal services to a client because there is a conflict of interest shall cease to provide such services as soon as the lawyer actually becomes aware of the conflict of interest and the lawyer shall not seek the short-term client's waiver of the conflict.
[Amended - October 2019]
Lawyers Acting for Transferor and Transferee in Transfers of Title
3.4-16.7 Subject to rule 3.4-16.8, an individual lawyer shall not act for or otherwise represent both the transferor and the transferee in a transfer of title to real property.
3.4-16.8 Rule 3.4-16.7 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 3.4.
3.4-16.9 So long as there is no violation of the rules in Section 3.4, 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 practises 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]
Conflicts from Transfer Between Law Firms
Interpretation and Application of Rule
3.4-17 In rules 3.4-17 to 3.4-23
"matter" means a case, a transaction, or other client representation, but within such representation does not include offering general "know-how" and, in the case of a government lawyer, providing policy advice unless the advice relates to a particular client representation.
[Amended - June 2015]
3.4-18 Rules 3.4-17 to 3.4-23 apply when a lawyer transfers from one law firm ("former law firm") to another ("new law firm"), and
(a) the transferring lawyer or the new law firm is aware at the time of the transfer or later discovers it is reasonable to believe the transferring lawyer has confidential information relevant to the new law firm's matter for its client; or
(b) the transferring lawyer or the new law firm is aware at the time of the transfer or later discovers that
(i) 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 or represented its client ("former client");
(ii) the interests of those clients in that matter conflict; and
(iii) the transferring lawyer actually possesses relevant information respecting that matter.
[Amended - June 2015]
3.4-19 Rules 3.4-20 to 3.4-22 do not apply to a lawyer employed by the federal, a provincial or a territorial government who, after transferring from one department, ministry or agency to another, continues to be employed by that government..
[Amended - June 2015]
Law Firm Disqualification
3.4-20 If the transferring lawyer actually possesses confidential information relevant to a matter respecting the former client that may prejudice the former client if disclosed to a member of the new law firm, the new law firm must 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 has
(i) taken reasonable measures to ensure that there will be no disclosure of the former client's confidential information by the transferring lawyer to any member of the new law firm; and
(ii) advised the lawyer's former client, if requested by the client, of the measures taken.
Transferring Lawyer Disqualification
3.4-21 Unless the former client consents, a transferring lawyer referred to in rule 3.4-20 or 3.4-22 must not
(a) participate in any manner in the new law firm's representation of its client in the matter; or
(b) disclose any confidential information respecting the former client except as permitted by rule 3.3-7.
[Amended - June 2015]
3.4-22 Unless the former client consents, members of the new law firm must not discuss the new law firm's representation of its client or the former law firm's representation of the former client in that matter with a transferring lawyer referred to in rule 3.4-20 except as permitted by rule 3.3-7
[Amended - June 2015]
Lawyer Due Diligence for non-lawyer staff
3.4-23 A transferring lawyer and the members of the new law firm shall exercise due diligence in ensuring that each member and employee of the lawyer's law firm, and all other persons whose services the lawyer or the law firm has retained
(a) complies with rules 3.4-17 to 3.4-23, and
(b) does not disclose confidential information of
(i) clients of the firm, or
(ii) any other law firm in which the person has worked.
[Amended - June 2015]
3.4-24 [deleted]
3.4-25 [deleted]
3.4-26 [deleted]
Transactions With Clients
3.4-27 - For the purposes of rules 3.4-27 to 3.4-36,
"regulated lender" means a bank, trust company, insurance company, credit union or finance company that lends money in the ordinary course of business;
"related person" in relation to a lawyer means
(a) a spouse, child, grandparent, parent, or sibling of the lawyer,
(b) a corporation that is owned or controlled directly or indirectly by the lawyer or that is owned or controlled directly or indirectly by the lawyer's spouse, child, grandparent, parent, or sibling, or
(c) an associate or partner of the lawyer;
"syndicated mortgage" means a mortgage having more than one investor;
"transaction with a client" means a transaction to which a lawyer and a client of the lawyer are parties, whether or not other persons are also parties, including lending or borrowing money, buying or selling property or services having other than nominal value, giving or acquiring ownership, security or other pecuniary interest in a company or other entity, recommending an investment, or entering into a common business venture.
3.4-28 A lawyer must not enter into a transaction with a client unless the transaction is fair and reasonable to the client.
3.4-28.1 Except for borrowing from a regulated lender or from a related person, a lawyer shall not borrow from a client.
3.4-28.2 A lawyer shall not do indirectly what the lawyer is prohibited from doing directly under Rules 3.4-28 to 3.4-36.
3.4-29 In any transaction with a client that is permitted under Rules 3.4-28 to 3.4-36, the lawyer shall in sequence
(a) disclose the nature of any conflicting interest or how and why it might develop later;
(b) with respect to independent legal advice and independent legal representation;
(i) in the case of a loan to a client who is not a related person, the lawyer shall require that the client receive independent legal representation;
(ii) in the case of a loan to a client who is a related person, the lawyer shall require that the client receive independent legal advice;
(iii) in the case of borrowing money from a client who is a regulated lender, the lawyer need not recommend independent legal advice or independent legal representation;
(iv) in the case of a corporation, syndicate, or partnership borrowing money from a client of the lawyer where either or both of the lawyer and the lawyer's spouse has a direct or indirect substantial interest in the corporation, syndicate or partnership, the lawyer shall require that the client receive independent legal representation;
(v) in all other cases, the lawyer shall recommend that the client receive independent legal advice and, where the circumstances reasonably require, recommend or require that the client receive legal representation; and
(c) obtain the client's consent to the transaction
(i) after the client receives the disclosure, legal advice or representation required under paragraph (b) and before proceeding with the transaction, or
(ii) where a recommendation required under paragraph (b) is made and not accepted, before proceeding with the transaction.
3.4-30 - [FLSC - not in use].
3.4-31 - [FLSC - not in use].
3.4-32 - [FLSC - not in use].
3.4-33 - [FLSC - not in use].
3.4-33.1 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.
Disclosure
3.4-33.2 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
3.4-33.3 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
3.4-34 Except as provided by rule 3.4-35, a lawyer must not guarantee personally, or otherwise provide security for, any indebtedness in respect of which a client is a borrower or lender.
3.4-35 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, and the lawyer provides a guarantee as a member or supporter of such institution, either individually or together with other members or supporters of the institution; or
(c) the lawyer has entered into a business venture with a client and a lender requires personal guarantees from all participants in the venture as a matter of course and
(i) the lawyer has complied with the rules in Section 3.4 (Conflicts), in particular, rules 3.4-27 to 3.4-36 (Doing Business with a Client), and
(ii) the lender and participants in the venture who are clients or former clients of the lawyer have independent legal representation.
Payment for Legal Services
3.4-36 When a client intends to pay for legal services by transferring to a 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.
Gifts and Testamentary Instruments
3.4-37 - [FLSC - not in use]
3.4-38 If a will contains a clause directing that the lawyer who drafted the will be retained to provide services in the administration of the client's estate, the lawyer should, before accepting that retainer, provide the trustees with advice, in writing, that the clause is a non-binding direction and the trustees can decide to retain other counsel.
3.4-39 Unless the client is a family member of the lawyer or the lawyer's partner or associate, a lawyer must not prepare or cause to be prepared an instrument giving the lawyer or an associate a gift or benefit from the client, including a testamentary gift.
[New - October 2014]
Judicial Interim Release
3.4-40 Subject to Rule 3.4-41, a lawyer shall not in respect of any accused person for whom the lawyer acts
(a) act as a surety for the accused;
(b) deposit with a court the lawyer's own money or that of any firm in which the lawyer is a partner to secure the accused's release;
(c) deposit with any court other valuable security to secure the accused's release; or
(d) act in a supervisory capacity to the accused.
3.4-41 A lawyer may do any of the things referred to in rule 3.4-40 if the accused is in a family relationship with the lawyer and the accused is represented by the lawyer's partner or associate.
[New - October 2014]
SECTION 3.5 PRESERVATION OF CLIENT'S PROPERTY
Preservation of Client's Property
3.5-1 [FLSC - not in use]
3.5-2 A lawyer shall take care of 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.
[Amended - October 2014]
Notification of Receipt of Property
3.5-3 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
3.5-4 A lawyer shall clearly label and identify the client's property and place it in safekeeping distinguishable from the lawyer's own property.
3.5-5 A lawyer shall maintain such records as necessary to identify a client's property that is in the lawyer's custody.
Accounting and Delivery
3.5-6 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 or, if appropriate, at the conclusion of the retainer.
3.5-7 If 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.
SECTION 3.6 FEES AND DISBURSEMENTS
Reasonable Fees and Disbursements
3.6-1 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.
3.6-1.1 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.
[Amended - October 2014]
Civil Society Organization Clients
3.6-1.2 A lawyer providing legal services through a civil society organization shall not directly or indirectly charge a fee to the person for whose benefit the legal services are provided, but the lawyer may charge disbursements in accordance with rule 3.6-1.
[New - February 2019]
Contingency Fees and Contingency Fee Agreements
3.6-2 Subject to rule 3.6-1, except in family law, Criminal Code (Canada) or any other criminal or quasi-criminal matters, a lawyer may enter into a contingency fee agreement in accordance with the Solicitors Act and the regulations made under it.
3.6-2.1 (1) In determining the appropriate percentage or other basis of the contingency fee, the lawyer shall 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 shall advise the client of these factors.
(2) A lawyer who enters into a contingency fee agreement must meet the following client disclosure requirements:
(a) provide the client with the Law Society’s consumer guide titled “Contingency fees: What you need to know,” available on the Law Society’s website, and a reasonable opportunity to review and consider it before entering into the agreement; and
(b) when billing for the contingency fee, deliver a bill to the client that:
(i) clearly shows the total amount of the settlement or award and the net amount that the client receives;
(ii) clearly itemizes and identifies disbursement costs, legal fees and taxes charged to the client;
(iii) explains the reasonableness of the fee with reference to the following factors:
(a) the time expended by the lawyer;
(b) the legal complexity of the matter at issue;
(c) the results achieved; and
(d) the risk assumed by the lawyer, including the risk of non-payment where there is a real risk of an adverse finding on liability in the client’s case; and
(iv) states that the client has the right to apply to the Superior Court of Justice for an assessment of the bill in accordance with section 28.1 of the Solicitors Act 1990 and specifies the latest date for doing so.
(3) The client disclosure requirements of this Rule do not apply to an agreement where:
(a) a lawyer is retained to represent one or more persons in a proceeding commenced under the Class Proceedings Act, 1992, as amended; or
(b) either the client or any person or entity responsible for the payment of the client’s legal fees in the matter that is the subject of the agreement is an organization that, together with any affiliates, members of the same joint venture or any other related persons or entities,
(i) employs more than 25 individuals,
(ii) employs a lawyer on a full-time basis, or
(iii) has assets or gross annual revenues that exceed $10 million
(4) The requirements of Rule (2)(b)(iii) and (iv) do not apply where a court approves the contingency fee.
[Amended - November 2002, October 2004, July 2021, February 2022]
3.6-2.2 (1) A lawyer who markets legal services on the basis that clients may be charged fees contingent, in whole or in part, on the successful disposition or completion of a matter must publish a general maximum contingency fee percentage. The disclosure must be by publication on the lawyer’s website, or, if the lawyer does not have a website, by providing the maximum percentage to potential clients when they first contact the lawyer.
(2) This Rule does not apply:
(a) in relation to a proceeding commenced pursuant to the Class Proceedings Act, 1992; or
(b) where either the client or any person or entity responsible for the payment of the client’s legal fees in the matter that is the subject of the agreement is an organization that, together with any affiliates, members of the same joint venture or any other related persons or entities,
(i) employs more than 25 individuals,
(ii) employs a lawyer on a full-time basis, or
(iii) has assets or gross annual revenues that exceed $10 million.
[New – July 2021, February 2022]
Commentary
[1] The maximum contingency fee percentages published on the lawyer’s website should be easily accessible.
[2] A lawyer may enter into an agreement under which the contingent fee rate is higher than their published maximum rate. However, the lawyer must
(a) disclose to the client that the percentage fee exceeds the lawyer’s disclosed maximum contingency fee rate; and
(b) afterwards publish the higher rate as the lawyer’s maximum rate.
[3] Unless a lawyer markets legal services on a contingency fee basis exclusively in relation to proceedings commenced pursuant to the Class Proceedings Act, 1992 or to organizational clients as defined in Rule 3.6-2.2(2), the lawyer must still comply with the marketing requirements in Rule 3.6-2.2(1).
[New - February 2022]
Transitional Requirements
3.6-2.3 Rules 3.6-2.1 and 3.6-2.2 do not apply to contingency fee agreements entered into before July 1, 2021.
Statement of Account
3.6-3 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
3.6-4 Where a lawyer is acting for two or more clients in the same matter, the lawyer shall divide the fees and disbursements equitably between them, unless there is an agreement by the clients otherwise.
Division of Fees
3.6-5 With the client's consent, fees for a matter may be divided between lawyers or lawyers and paralegals who are not in the same firm, if the fees are divided in proportion to the work done and the responsibilities assumed.
Referral Fees
3.6-6.0 In this rule and rule 3.6-6.1,
“referral” includes recommending another lawyer or paralegal to do legal work for anyone except where the work is done through the same law firm in which the referring lawyer primarily practices
“referral agreement” means a signed written agreement between the referring lawyer or paralegal, the lawyer or paralegal who receives the referral and the client, in the form provided by the Law Society from time to time, which includes:
(a) confirmation that the client has been advised and understands that the client has no obligation to accept the referral;
(b) confirmation that the client has been provided with information about the Law Society’s requirements for payment and receipt of referral fees and a reasonable opportunity to review and consider that information;
(c) confirmation that the referring lawyer or paralegal has recommended at least two lawyers or paralegals to the client and, if not, disclosure of the reason that it has not been reasonably possible to do so;
(d) a provision that the client is free to retain a lawyer or paralegal other than the one who receives the referral;
(e) the reason(s) that the referring lawyer or paralegal has recommended the specific referee to the client;
(f) full and fair disclosure of the relationship between the referring lawyer or paralegal and the lawyer or paralegal who receives the referral;
(g) confirmation that no referral fee will be paid or payable unless and until the lawyer or paralegal who receives the referral is paid his or her fee for legal services for the matter; and
(h) full and fair disclosure of the referral fee including the circumstances in which the referral fee is payable and the basis upon which the amount of the referral fee is determined.
“referral fee” includes any financial or other reward for the referral of a matter whether the referral fee is direct or indirect and whether the referral fee is past, current or future. However, a referral fee does not include a referral of other work by the licensee who received the referral.
[Amended February 2019]
3.6-6.1 (1) A lawyer may accept and a lawyer may pay a fee for the referral of a matter provided that:
(a) the referral fee is fair and reasonable and does not increase the total amount of the fee payable by the client;
(b) a referral agreement has been entered into at the time of the referral or as soon as practicable after the referral;
(c) the lawyer or paralegal who receives the referral has the expertise and ability to handle the matter;
(d) the referral was not made because the referring lawyer or paralegal:
(i) has a conflict of interest;
(ii) was a lawyer or paralegal whose licence was suspended when the referral was made and who was accordingly not permitted to act on the matter.
(e) the amount of the referral fee shall not exceed fifteen percent (15%) of the fees paid to the lawyer or paralegal who received the referral for the first fifty thousand dollars ($50,000) of such fees for the matter and five percent (5%) of any additional fees for the matter to a maximum referral fee of $25,000; and
(f) the lawyer or paralegal making or accepting the referral is not providing legal services through a civil society organization.
(2) The lawyer who received the referral for which a referral fee is payable shall note the referral fee on the account sent to the client at the time the referral fee is paid or payable and obtain the client’s acknowledgement of the referral fee failing which acknowledgement the lawyer must confirm in writing to the client that the client has been asked to so acknowledge but has declined to do so.
Transitional Requirements
(3)(a) The provisions of subrule 3.6-6.1(1) do not apply to the payment of a referral fee pursuant to an enforceable agreement to pay and receive referral fees that was entered into before or on April 27, 2017.
In these circumstances, a lawyer who refers a matter to another lawyer or paralegal because of the expertise and ability of the other licensee to handle the matter and where the referral was not made because of a conflict of interest, the referring lawyer may accept and a lawyer who receives a referral may pay a referral fee provided that
(i) the fee is reasonable and does not increase the total amount of the fee charged to the client, and
(ii) the client is informed and consents.
(b) A lawyer who is entitled to receive referral fees pursuant to an unwritten agreement that was entered into before or on April 27, 2017 shall confirm in writing the terms of that agreement as soon as practicable to the other party to that agreement and shall provide a copy of such confirmation to the client.
(c) Where a referral was made before or on April 27, 2017 but there was no enforceable agreement for the payment of a referral fee as of that date, the requirement that the agreement has been entered into may be met by entering into a referral agreement at any time prior to payment of the referral fee.
[New - April 2017]
Division of Fees and Referrals from Non-Lawyers/Paralegals
3.6-7 A lawyer shall not
(a) directly or indirectly share, split, or divide their fees with any person who is not a lawyer or paralegal, or
(b) give any financial or other reward to any person who is not a lawyer or paralegal for the referral of clients or client matters.
[Amended - April 2008, October 2014, April 2017]
[New - May 2001, Amended - October 2014]
3.6-7.1 A lawyer shall not do indirectly what the lawyer is prohibited from doing directly under Rules 3.6-5 to 3.6-7.
Exception for Multi-discipline Practices and Interprovincial and International Law Firms
3.6-8 Rule 3.6-7 does not apply to
(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 the rules in Section 3.6.
[Amended - June 2009]
[New - May 2001]
Payment and Appropriation of Funds
3.6-9 [FLSC - not in use]
3.6-10 A 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.
3.6-11 If the amount of fees or disbursements charged by a lawyer is reduced on an assessment, the lawyer must repay the monies to the client as soon as is practicable.
3.6-12 [FLSC - not in use]
[Amended - October 2014]
SECTION 3.7 WITHDRAWAL FROM REPRESENTATION
Withdrawal from Representation
3.7-1 A lawyer shall not withdraw from representation of a client except for good cause and on reasonable notice to the client.
[Amended - October 2014]
[Amended - June 2017]
Optional Withdrawal
3.7-2 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.
[Amended - October 2014]
Non-payment of Fees
3.7-3 Subject to the rules about criminal proceedings and the direction of the tribunal, where, after reasonable notice, the client fails to provide a retainer or funds on account of disbursements or fees, a lawyer may withdraw unless serious prejudice to the client would result.
[Amended - October 2014]
Withdrawal from Criminal Proceedings
3.7-4 A lawyer who has agreed to act in a criminal case may withdraw because the client has not paid the agreed fee or for other adequate cause if the interval between a withdrawal and the date set for the trial of the case is sufficient to enable the client to obtain another licensee to act in the case and to allow the other licensee adequate time for preparation, and the lawyer
[Amended - June 2007]
(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; and
(e) complies with the applicable rules of court.
[Amended - October 2014]
3.7-5 A lawyer who has agreed to act in a criminal case may not withdraw because of non- payment of fees if the date set for the trial of the case is not far enough removed to enable the client to obtain another licensee or to enable the other licensee to prepare adequately for trial and an adjournment of the trial date cannot be obtained without adversely affecting the client's interests.
3.7-6 In circumstances where a lawyer is justified in withdrawing from a criminal case for reasons other than non-payment of fees, and there is not sufficient time between a notice to the client of the lawyer's intention to withdraw and the date set for trial to enable the client to obtain another licensee and to enable such licensee to prepare adequately for trial:
(a) the lawyer should, unless instructed otherwise by the client, attempt to have the trial date adjourned;
(b) the lawyer may withdraw from the case only with the permission of the court before which the case is to be tried.
[Amended - June 2007, October 2014]
Mandatory Withdrawal
3.7-7 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 client's instructions require the lawyer to act contrary to these rules or by-laws under the Law Society Act; or
(c) the lawyer is not competent to continue to handle the matter.
[Amended - March 2004, October 2014]
Leaving a Law Firm
3.7-7A(1) In this subrule
(a) “affected client” means a client for whom the law firm has a relevant matter:
(b) “relevant matter” means a current matter for which the lawyer who is leaving the law firm has conduct or substantial responsibility;
(c) “remaining lawyers” means the lawyers who have, or are intended by the law firm to have, conduct of a relevant matter and the lawyers in the law firm who have direct and indirect management responsibility in respect of the practice of the lawyer who is leaving the law firm.
(2) When a lawyer leaves a law firm to practice elsewhere, the lawyer and the remaining lawyers shall
(a) ensure that affected clients are given reasonable notice that the lawyer is departing and are advised of their options for retaining counsel; and
(b) take reasonable steps to obtain the instructions of each affected client as to whom they will retain to act in relevant matters.
(3) The obligations in Rules 3.7-7A(2)(a) and (b) also apply to the departure of a paralegal from a law firm to practice elsewhere.
3.7-7B Rule 3.7-7A does not apply to a lawyer leaving (a) a government, a Crown corporation or any other public body or (b) a corporation or other organization for which the lawyer is employed as in-house counsel.
[New - June 2017]
Manner of Withdrawal
3.7-8 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.
3.7-9 Upon discharge or withdrawal, a lawyer shall
(a) notify the client in writing, stating
(i) the fact that the lawyer has withdrawn;
(ii) the reasons, if any, for the withdrawal; and
(iii) in the case of litigation, that the client should expect that the hearing or trial will proceed on the date scheduled and that the client should retain a new legal practitioner promptly;
(b) 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;
(c) subject to any applicable trust conditions, give the client all information that may be required in connection with the case or matter;
(d) account for all funds of the client then held or previously dealt with, including the refunding of any remuneration not earned during the representation;
(e) promptly render an account for outstanding fees and disbursements; and
(f) co-operate with the successor legal practitioner so as to minimize expense and avoid prejudice to the client; and
(g) comply with the applicable rules of court.
[Amended - June 2009, October 2014]
[Amended - June 2009, October 2014]
Duty of Successor Licensee
3.7-10 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.
[Amended - June 2007]
[Amended - June 2007]
Chapter 4 — The Practice of Law
SECTION 4.1 MAKING LEGAL SERVICES AVAILABLE
Making Legal Services Available
4.1-1 A lawyer shall make legal services available to the public in an efficient and convenient way.
[Amended - October 2014]
Restrictions
4.1-2 In offering legal services, a lawyer shall not use means that
(a) are false or misleading;
(b) amount to coercion, duress, or harassment;
(c) 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) are intended to influence a person who has retained another lawyer or paralegal for a particular matter to change that representative for that matter, unless the change is initiated by the person or that representative; or
(e) otherwise bring the profession or the administration of justice into disrepute.
[Amended - February 2017, April 2017]
[Amended - October 2014]
SECTION 4.2 MARKETING
Marketing of Professional Services
4.2-0 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.
4.2-1 A lawyer may market legal services only 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.
4.2-1.1 A lawyer marketing legal services shall specifically identify in all marketing materials that they are licensed as a lawyer.
4.2-1.2 The marketing of second opinion services is prohibited,
[Amended - February 2017]
Advertising of Fees
4.2-2 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, third-party charges and taxes will be charged in addition to the fee; and
(c) the lawyer strictly adheres to the advertised fee in every applicable case.
[Amended - October 2014, September 2017, July 2021]
4.2-2.1 A lawyer may advertise a price to act on a residential real estate transaction if;
(a) the price is inclusive of all fees for legal services, disbursements, third party charges and other amounts except for the harmonized sales tax and the following permitted disbursements: land transfer tax, government document registration fees, fees charged by government, Teranet fees, the cost of a condominium status certificate, payment for letters from creditors' lawyers regarding similar name executions and any title insurance premium;
(b) the advertisement states that harmonized sales tax and the permitted disbursements mentioned in paragraph (a) of this Rule are not included in the price;
(c) the lawyer strictly adheres to the price for every transaction;
(d) in the case of a purchase transaction, the price includes the price for acting on both the purchase and on one mortgage; and
(e) in the case of a sale transaction, the price includes the price of acting on the discharge of the first mortgage.
[New - September 2017]
4.2-2.2 A lawyer must comply with Rule 3.6-2.2 if the lawyer markets legal services, including by advertising, on the basis that fees may be contingent, in whole or in part, on the successful disposition or completion of the matter for which the lawyer’s services are provided.
[New – July 2021]
SECTION 4.3 ADVERTISING NATURE OF PRACTICE
Certified Specialist
4.3-1 A lawyer shall not advertise that the lawyer is a specialist in a specified field unless the lawyer has been so certified by the Law Society.
[Amended - October 2014]
Chapter 5 — Relationship to The Administration of Justice
SECTION 5.1 THE LAWYER AS ADVOCATE
Advocacy
5.1-1 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.
[Amended - October 2014]
5.1-2 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, unless all parties consent and it is in the interests of justice,
(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) make suggestions to a witness recklessly or knowing them to be false;
(i) 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,
(j) improperly dissuade a witness from giving evidence or advise a witness to be absent,
(k) knowingly permit a witness or party to be presented in a false or misleading way or to impersonate another,
(l) knowingly misrepresent the client's position in the litigation or the issues to be determined in the litigation;
(m) needlessly abuse, hector, or harass a witness,
(n) 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,
(o) needlessly inconvenience a witness; or
(p) appear before a court or tribunal while under the influence of alcohol or a drug.
[Amended - October 2014]
[Amended - October 2014]
Incriminating Physical Evidence
5.1-2A A lawyer shall not counsel or participate in the concealment, destruction or alteration of incriminating physical evidence or otherwise act so as to obstruct or attempt to obstruct the course of justice.
Duty as Prosecutor
5.1-3 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.
Discovery Obligations
5.1-3.1 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 their 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 their 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 their 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
5.1-4 A lawyer who has unknowingly done or failed to do something that if done or omitted knowingly would have been in breach of the rules in Section 5.1 and who discovers it, shall, subject to the rules in Section 3.3 (Confidentiality), disclose the error or omission and do all that can reasonably be done in the circumstances to rectify it.
Courtesy
5.1-5 A lawyer shall be courteous, civil, and act in good faith to the tribunal and with all persons with whom the lawyer has dealings.
[Amended - October 2014]
[Amended - October 2014]
Undertakings
5.1-6 A lawyer must strictly and scrupulously fulfill any undertakings given by him or her and honour any trust conditions accepted in the course of litigation.
[Amended - June 2009]
Agreement on Guilty Plea
5.1-7 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.
5.1-8 A lawyer for an accused or potential accused may enter into an agreement with the prosecutor about a guilty plea if, following investigation,
(a) the lawyer advises the 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.
[Amended - October 2014]
SECTION 5.2 THE LAWYER AS WITNESS
Submission of Evidence
5.2-1 A lawyer who appears as advocate shall not testify or submit their own affidavit evidence before the tribunal unless
(a) permitted to do so by law, the tribunal, the rules of court or the rules of procedure of the tribunal, or
(b) the matter is purely formal or uncontroverted.
[Amended - October 2014]
Appeals
5.2-2 A lawyer who is a witness in proceedings shall not appear as advocate in any appeal from the decision in those proceedings unless the matter about which he or she testified is purely formal or uncontroverted.
[Amended - October 2014]
SECTION 5.3 INTERVIEWING WITNESSES
Interviewing Witnesses
5.3-1 Subject to the rules on communication with a represented party set out in rules 7.2-4 to 7.2-8.2, 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]
SECTION 5.4 COMMUNICATION WITH WITNESSES GIVING EVIDENCE
Communication with Witnesses Giving Evidence
5.4-1 [FLSC - not in use]
5.4-2 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;
(a.1) 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;
(a.2) 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;
(b) 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;
(c) [FLSC - not in use]
(c.1) 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;
(c.2) 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;
(c.3) 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
(c.4) 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.
[Amended - June 2009]
[Amended - June 2009]
SECTION 5.5 RELATIONS WITH JURORS
Communications Before Trial
5.5-1 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.
Disclosure of Information
5.5-2 Unless the judge and opposing counsel have previously been made aware of the information, a lawyer acting as an advocate shall disclose to them 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.
5.5-3 A lawyer shall promptly disclose to the court any information that the lawyer reasonably believes discloses improper conduct by a member of a jury panel or by a juror.
[Amended - October 2014]
Communication During Trial
5.5-4 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.
5.5-5 and 5.5-6 [FLSC - not in use]
SECTION 5.6 THE LAWYER AND THE ADMINISTRATION OF JUSTICE
Encouraging Respect for the Administration of Justice
5.6-1 A lawyer shall encourage public respect for and try to improve the administration of justice.
Seeking Legislative or Administrative Changes
5.6-2 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.
Security of Court Facilities
5.6-3 A lawyer who has reasonable grounds for believing that a dangerous situation is likely to develop at a court facility shall inform the persons having responsibility for security at the facility and give particulars.
[Amended - October 2014]
SECTION 5.7 LAWYERS AS MEDIATORS
Role of Mediator
5.7-1 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
(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.
[Amended - October 2014]
Chapter 6 — Relationship to Students, Employees, and Others
SECTION 6.1 SUPERVISION
Direct Supervision Required
6.1-1 A lawyer shall in accordance with the by-laws
(a) assume complete professional responsibility for their practice of law, and
(b) directly supervise non-lawyers to whom particular tasks and functions are assigned.
[New - November 2007]
6.1-2 to 6.1-4 [FLSC - not in use.]
Electronic Registration of Title Documents
6.1-5 When a lawyer has a Personalized Security Package, the lawyer shall not permit others, including a non-lawyer employee, to use the lawyer's Personalized Security Package.
6.1-6 When a non-lawyer employed by a lawyer has a Personalized Security Package, the lawyer shall ensure that the non-lawyer does not permit others to use the Personalized Security Package
[Amended - January 2018]
Title Insurance
6.1-6.1 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-Reg™ Documents
6.1-6.2 A lawyer who electronically signs a document using e-reg™ assumes complete professional responsibility for the document.
[New - March 31, 2008, Amended - October 2014]
SECTION 6.2 STUDENTS
Recruitment and Engagement Procedures
6.2-1 A lawyer shall observe the procedures of the Law Society about the recruitment of articling students and the engagement of summer students.
Duties of Principal
6.2-2 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.
[New - October 2014]
Duties of Articling Student
6.2-3 An articling student shall act in good faith in fulfilling and discharging all the commitments and obligations arising from the articling experience.
SECTION 6.3 SEXUAL HARASSMENT
Definition
6.3-0 In rules 6.3-1 and 6.3-3, 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.
6.3-1 to 6.3-2 [FLSC - not in use]
Prohibition on Sexual Harassment
6.3-3 A lawyer shall not sexually harass a colleague, a staff member, a client, or any other person.
6.3-4 and 6.3-5 [FLSC - not in use]
SECTION 6.3.1 DISCRIMINATION
Special Responsibility
6.3.1-1 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.
[Amended - June 2007, January 2014]
Services
6.3.1-2 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
6.3.1-3 A lawyer shall ensure that their employment practices do not offend rule 6.3.1-1, 6.3.1-2 and 6.3-3.
[Amended - April 2018]
[Amended - October 2014, Amended - April 2018]
Chapter 7 — Relationship to the Law Society and Other Lawyers
SECTION 7.1 RESPONSIBILITY TO THE PROFESSION, THE LAW SOCIETY AND OTHERS
Communications from the Law Society in which a response is requested.
7.1-1 A lawyer shall reply promptly and completely to any communication from the Law Society in which a response is requested.
[Amended - October 2014]
Meeting Financial Obligations
7.1-2 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.
[Amended - January 2009]
Duty to Report
7.1-3 Unless to do so would be unlawful or would involve a breach of solicitor-client privilege, a lawyer shall report to the Law Society,
(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) conduct that raises a substantial question as to another licensee's honesty, trustworthiness, or competency as a licensee;
(e) conduct that raises a substantial question about the licensee's capacity to provide professional services; and
(f) any situation where a licensee's clients are likely to be severely prejudiced.
[Amended - June 2007, October 2014, May 2016]
[Amended - January 2013, May 2016]
Encouraging Client to Report Dishonest Conduct
7.1-4 In addition to other advice appropriate in the circumstances, a lawyer shall encourage a client who has a claim or complaint against an apparently dishonest licensee to report the facts to the Law Society as soon as reasonably practicable.
[Amended - October 2014]
7.1-4.1 If the client refuses to report their claim against an apparently dishonest licensee to the Law 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 Law
7.1-4.2 A lawyer shall inform a client of the provision of the Criminal Code dealing with the concealment of an indictable offence in return for an agreement to obtain valuable consideration (section 141).
7.1-4.3 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.
Duty to Report Certain Offences
7.1-4.4 If a lawyer is charged with an offence described in By-Law 8 of the Law Society, he or she shall inform the Law Society of the charge and of its disposition in accordance with the by- law.
[Amended - June 2007]
[Amended - June 2007]
SECTION 7.2 RESPONSIBILITY TO LAWYERS AND OTHERS
Courtesy and Good Faith
7.2-1 A lawyer shall be courteous, civil, and act in good faith with all persons with whom the lawyer has dealings in the course of their practice.
[Amended - June 2009]
7.2-1.1 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.
7.2-2 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.
7.2-3 A lawyer shall not use any 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.
[Amended - June 2009, October 2014]
Communications
7.2-4 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.
7.2-5 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
7.2-6 Subject to rules 7.2-6A and 7.2-7, 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.
[Amended - June 2009]
7.2-6A Subject to rule 7.2-7, 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.
[New - September 2011]
Second Opinions
7.2-7 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.
[Amended - June 2009]
[Amended - June 2009]
Communications with a Represented Corporation or Organization
7.2-8 A lawyer retained to act on a matter involving a corporation or organization that is represented by a legal practitioner shall not, without the legal practitioner's consent or unless otherwise authorized or required by law, communicate, facilitate communication 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.
7.2-8.1 If a person described in rule 7.2-8(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 or deal with the person.
7.2-8.2 In rule 7.2-8, "organization" includes a partnership, limited partnership, association, union, fund, trust, co-operative, unincorporated association, sole proprietorship and a government department, agency, or regulatory body.
[Amended - November 2010]
Unrepresented Persons
7.2-9 When a lawyer deals on a client's behalf with an unrepresented person, the lawyer shall:
(a) [FLSC - not in use]
(b) take care to see that the unrepresented person is not proceeding under the impression that their interests will be protected by the lawyer; and
(c) take care to see that the unrepresented person understands that the lawyer is acting exclusively in the interests of the client and accordingly their comments may be partisan.
[Amended - October 2014]
[New - October 2014]
Inadvertent Communications
7.2-10 A lawyer who receives a document relating to the representation of the lawyer's client and knows or reasonably ought to know that the document was inadvertently sent shall promptly notify the sender.
[New - October 2014]
Undertakings and Trust Conditions
7.2-11 A lawyer shall not give an undertaking that cannot be fulfilled and shall fulfill every undertaking given and honour every trust condition once accepted.
[Amended - October 2014]
[Amended - November 2007, October 2014]
SECTION 7.3 OUTSIDE INTERESTS AND THE PRACTICE OF LAW
Maintaining Professional Integrity and Judgment
7.3-1 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.
[New - October 2014]
7.3-2 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.
SECTION 7.4 THE LAWYER IN PUBLIC OFFICE
Standard of Conduct
7.4-1 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.
[Amended - October 2014]
SECTION 7.5 PUBLIC APPEARANCES AND PUBLIC STATEMENTS
Communication with the Public
7.5-1 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.
Interference with Right to Fair Trial or Hearing
7.5-2 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.
SECTION 7.6 PREVENTING UNAUTHORIZED PRACTICE
Preventing Unauthorized Practice
7.6-1 A lawyer shall assist in preventing the unauthorized practice of law and the unauthorized provision of legal services.
[Amended - June 2007]
Working With or Employing Unauthorized Persons
7.6-1.1 Without the express approval of a panel of the Hearing Division of the Law Society Tribunal, 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 their licence to practise law or to provide legal services revoked, has been suspended, has had their licence 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 their licence to practise law or to provide legal services, and has not had their licence restored.
Practice by Suspended Lawyers Prohibited
7.6-1.2 A lawyer whose licence to practise law is suspended shall comply with the requirements of the by-laws and 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.
[New - January 2008]
[Amended - May 2008]
Undertakings Not to Practise Law
7.6-1.3 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.
[New - January 2008]
Undertakings to Practise Law Subject to Restrictions
7.6-1.4 A lawyer who gives an undertaking to the Law Society to restrict their practice shall comply with the undertaking.
[New - January 2008]
SECTION 7.7 RETIRED JUDGES RETURNING TO PRACTICE
7.7-1 [FLSC - not in use]
Application to Supreme Court of Canada, Court of Appeal, Federal Court of Appeal and Superior Court Judges
7.7-1.1 Rule 7.7-1.2 applies to a lawyer who was formerly a judge of the Supreme Court of Canada, the Court of Appeal for Ontario, the Federal Court of Appeal, or the Superior Court of Justice and who
(a) has retired, resigned, or been removed from the Bench; and
(b) has returned to practice.
Appearance as Counsel or Advocate
7.7-1.2 A lawyer to whom this Rule applies 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 panel of the Hearing Division of the Law Society Tribunal. This approval may only be granted in exceptional circumstances and may be restricted as the panel sees fit.
Application to other Judges
7.7-1.3 Rule 7.7-1.4, applies to a lawyer 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, or the Ontario Court of Justice and who
(b) who has retired, resigned, or been removed from the Bench; and
(c) who has returned to practice.
Appearance as Counsel or Advocate
7.7-1.4 A lawyer to whom this rule applies shall not appear as counsel or advocate
(a) before the court on which he or she served as a judge or before any lower court; or
(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 three years from the date of their retirement, resignation, or removal, without the express approval of a panel of the Hearing Division of the Law Society Tribunal, which approval may only be granted in exceptional circumstances and may be restricted as the panel sees fit.
[Amended - January 2016]
SECTION 7.8 ERRORS AND OMISSIONS
Informing Client of Error or Omission
7.8-1 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 from an independent lawyer 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.
[Amended - October 2014]
Notice of Claim
7.8-2 A lawyer shall give prompt notice of any circumstance that may give rise to a claim to an insurer or other indemnitor so that the client's protection from that source will not be prejudiced.
[Amended - January 2009]
Co-operation
7.8-3 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
7.8-4 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.
7.8-5 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.
SECTION 7.8.1 RESPONSIBILITY IN MULTI-DISCIPLINE PRACTICES
Compliance with these Rules
7.8.1-1 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 their professional obligations.
[Amended - June 2009]
SECTION 7.8.2 DISCIPLINE
Disciplinary Authority
7.8.2-1 A lawyer is subject to the disciplinary authority of the Law Society regardless of where the lawyer's conduct occurs.
Professional Misconduct
7.8.2-2 The Law Society may discipline a lawyer for professional misconduct.
Conduct Unbecoming a Lawyer
7.8.2-3 The Law Society may discipline a lawyer for conduct unbecoming a lawyer.