Thank you for choosing Osler, Hoskin & Harcourt LLP to act as your counsel.
These standard client service terms, including the attached Addendum if applicable, will apply to any matter in which you engage us. These standard terms are subject to any other terms that may be agreed upon between you and Osler, Hoskin & Harcourt LLP.
We look forward to working with you.
1. Your Service Team
An Osler partner will be assigned to take primary responsibility for seeing that your legal needs are met and for supervising all legal work we undertake on your behalf. The responsible partner will also determine the appropriate additional staffing for each matter you entrust to us. Lawyers and other legal professionals will be assigned to assist with each matter on the basis of their experience and expertise, the nature and scope of the issues and the time constraints imposed by the situation.
In Canada, Osler has offices in Vancouver, Calgary, Toronto, Ottawa and Montreal. In the United States, Osler has an office in New York. The Canadian and US offices are operated by closely affiliated partnerships that share information, expertise and database systems to enhance client service. From time to time, legal professionals located in offices other than the office primarily working with you may be assigned to assist. When we refer to “Osler” we are referring to both of these partnerships and all of these offices, and when we refer to an “Osler partner” or “Osler lawyers” we are referring to lawyers in any of these offices. All Osler lawyers are bound by obligations to protect client confidentiality and solicitor-client or attorney-client privilege under applicable law.
In addition, certain specialized areas of law, such as tax law, are complex and constantly changing, and often involve sub-specialty areas in which Osler lawyers have worked to develop in-depth expertise. As a result, the individuals engaged in resolving a specific legal matter may find it useful to consult with other Osler lawyers and other legal professionals regarding particular issues. We have found that drawing upon the expertise of colleagues, when appropriate, enables us to provide a higher quality of advice at a lower cost to you than strictly limiting the number of individuals involved in a particular matter.
From time to time we may employ contract lawyers and paralegals who are not partners or regular employees of Osler and who are paid by us on an hourly basis. For engagements with fees determined on an hourly-rate basis, charges for their time will appear with those of other Osler legal professionals at rates set by us to reflect their experience and expertise and the supervision that Osler provides to them.
We are always pleased to discuss the staffing of a particular transaction or other matter with you.
2. Scope of Our Role
The scope of our role for each specific matter you entrust to us will be confirmed in continued communications between us as work progresses. We will not expand the scope of our engagement without instructions from you. In particular, we will not advise you in respect of the tax aspects of a matter unless it is specifically agreed that tax services will be included in the engagement.
Our role is to provide legal advice and legal services to you. Although we will use every effort to help you achieve your financial and business objectives for any transaction or other matter, you should rely on your internal experts or other external advisors for financial and business advice.
We will accept instructions from anyone within your organization who has apparent authority in connection with the matter at hand, unless you instruct us otherwise.
3. How We Manage Conflicts
We have clients who rely upon us for general representation and clients to whom we provide representation regarding discrete matters. It is possible that an adverse relationship may exist or may develop in the future between you and another of our clients.
In retaining us, you consent and agree that we may represent other clients (some of whom may be engaged in business activities competitive to yours) on matters that may be considered adverse to you or your interests, so long as we have not been engaged by you on the specific matter for which the other client seeks representation. Furthermore, you agree that you will not assert that our representation of you constitutes a basis for disqualifying us from representing another client in any such matter.
However, be assured that we have comprehensive policies and procedures in place for the creation and maintenance of “ethical walls”, when required, between Osler lawyers representing clients whose matters may be adverse in interest. In common with our treatment of the confidential information of all of our clients, at no time will any of your confidential information be disclosed to or used for the benefit of any other client without your express consent and similarly you agree that we will not disclose to you any confidential information that we may have relating to any other client, whether or not relevant to your business or the matter on which you have engaged us, without the express consent of the other client.
Certain of our paralegals, library staff and other staff, such as searchers and registration clerks, may provide services to two or more clients in respect of matters that may be on opposites sides of an ethical wall. This is allowed only when they are providing services that do not involve access to confidential information of any of those clients or matters.
You may wish to obtain independent legal advice as to the implications of your agreement to these terms.
4. Fees and Disbursements
Our fees are generally based on the time spent by lawyers and others on your behalf, and are charged at hourly rates. Our hourly rates are adjusted periodically to reflect experience, capability and seniority of our professionals and staff, as well as general economic factors. At your request, the responsible partner will provide you with more specific details on our rates.
Although time expended is a significant factor in determining our fees, there may be circumstances in which our final fee takes into account other factors, including:
- the experience, reputation and abilities of those rendering our services;
- the amount at issue;
- particularly favourable results obtained;
- time limitations imposed by you or by the circumstances of the matter; and
- whether working on the matter will preclude or limit us from rendering services to other clients.
We will discuss and agree with you any such adjustment to our fees to reflect those special circumstances. To the extent that we agree on any such potential adjustment in our engagement letter with you, the attached Addendum may apply.
Our fees will not be affected by the failure of a transaction to be completed unless we have specifically agreed to an alternative fee arrangement with you in advance that provides for such an adjustment, in which case the attached Addendum may apply as well.
Generally our accounts are issued monthly. All of our accounts are due and payable on receipt. If an account is not paid within 30 days, we may charge interest at an annual rate in accordance with the rules that govern the professional conduct of lawyers, from the date the account is issued until the date paid.
In addition to our professional fees, unless otherwise specifically agreed with you our accounts will include amounts for disbursements and ancillary services, such as long-distance telephone charges, photocopying and facsimile charges, charges for courier, messenger and other communication services, charges for computer database access, charges for legal research, travel expenses, necessary non-legal staff overtime incurred on your behalf, postage, filing fees paid to government agencies and other out-of-pocket costs incurred on your behalf. All such charges are designed to recover the firm’s actual cost of providing the services. For in-house services (such as photocopying and computer research), such charges include the direct cost of the service (that is, for example, the actual cost of making a copy on the photocopy machine) plus an allocation of expenses directly associated with the provision of the service. These charges may be revised from time to time. For larger disbursements, we may seek funds from you in advance or forward invoices to you for direct payment.
You will be responsible for payment of the fees and disbursements of other law firms engaged by us on your behalf to provide advice or services relating to the laws of other jurisdictions. Also, the fees and disbursements of experts or other third-party service providers engaged by us on your behalf will be your responsibility. These experts’ or other service providers’ fees and disbursements may be billed to you directly, or we may forward their invoices to you for direct payment by you to them.
5. Limited Liability Partnership
Osler is a registered limited liability partnership (LLP) (in Ontario and New York, respectively). A partner in an LLP is not personally liable for any debts, obligations or liabilities of the LLP, including those that arise from any negligent act or omission by another partner or by any person under that other partner’s direct supervision or control. Partners of an LLP are personally liable only for their own actions and omissions, and for the actions and omissions of those they directly supervise or control.
In the course of acting for you, you may disclose to us (and we may collect, use and disclose) personal information that is subject to applicable privacy protection laws. We will collect, use or disclose that personal information for the sole purpose of providing our services to you. You can review a copy of our Privacy Statement on osler.com, or contact a member of your legal service team.
7. Our Client and Our Reporting Obligations
Unless we have specifically agreed otherwise, in acting for you, we are not acting for or taking on any responsibilities, obligations or duties to any of your related persons or entities (such as your shareholders, directors or officers, parent, subsidiaries, affiliates, partners, joint venturers or fellow members of a trade association or other organization), and no lawyer-client or other fiduciary relationship exists between Osler and any such related persons or entities.
When we are engaged to act on behalf of an organization, our obligations are to that organization and not to any of the directors, officers, employees or other agents of the organization unless we have expressly agreed otherwise, even though those individuals may provide us with instructions or we may provide advice to them on behalf of the organization.
In accordance with the rules that govern the professional conduct of lawyers, if we have any evidence of wrong-doing by or on behalf of the organization, or any officer, director, employee or agent of the organization, we may be obligated to report the wrong-doing to appropriate senior officers or directors of the organization.
8. Electronic Communications
We will communicate with you and provide documents to you through various forms of electronic communications, including email through the public Internet. You may also correspond or provide documents to us through electronic means. Those electronic communications may contain information or documents that are confidential or privileged, unless you instruct us not to send such information or documents electronically.
There is a risk that any such electronic communications may be intercepted or interfered with by third parties or may contain computer viruses. In addition, we employ filtering techniques (e.g., anti-spam software) which might interfere with the timely delivery of electronic communications you send to us. Neither of us will be responsible to the other, or have any liability for any actions of any third parties, with respect to electronic communications either of us might send the other, or for any delay or non-delivery, or other damage caused in connection with an electronic communication.
If you would prefer that any correspondence or documents sent to you be transmitted with a greater degree of certainty or protection (e.g., encryption), please let us know. In addition, if you have any concerns or doubts about the authenticity or timing of any electronic communication purportedly sent by us, please contact us immediately.
You may terminate your engagement of us for any reason by giving us written notice to that effect. On such termination, all unpaid legal fees and disbursements become immediately due and payable, whether or not an account for them has yet been issued.
We may stop performing legal services and terminate our legal representation of you for any reason in accordance with the rules that govern the professional conduct of lawyers, including for unanticipated conflicts of interest or unpaid legal fees and disbursements.
Unless our engagement has been previously terminated, our representation of you will cease upon the issuance by us of our final account for services to you. If, upon termination or completion of a matter, you wish to have any documentation returned to you, please advise us. Otherwise, any documentation that you have provided to us and the work product completed for you will be dealt with in accordance with our records retention policy from time to time, which will comply with all applicable professional requirements. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or dispose of this documentation from time to time in accordance with our records retention policy. We would be pleased to advise you of the key terms of our records retention policy at any time at your request.
After completing any particular matter, changes may occur in the applicable laws or regulations or their interpretation, or new factual circumstances could arise, that could affect your current or future rights, obligations and liabilities. We have no continuing obligation to advise you with respect to future legal or factual developments, unless we are specifically engaged to do so after the completion of the matter at hand.
10. Governing Law and Arbitration
The terms of our engagement by you will be governed by the laws applicable in the jurisdiction in which the partner responsible for your matter works.
To the extent that any services are provided to you from the Osler New York office, and a dispute arises relating to our fees, you may have the right to arbitration to resolve the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of New York, a copy of which will be provided to you upon request.
11. For More Information
The foregoing will be the agreed terms of service between us as we continue to work together unless, as mentioned above, they become subject to any other terms that we may agree upon.
Osler may amend these client service terms from time to time to reflect current market practice. A current version of these client service terms will be posted on osler.com at all times.
If you have any questions regarding our work on your behalf or the terms of our engagement, please feel free, at any time, to contact the partner responsible for our relationship with you.
Updated June 2021
Addendum Applicable to Certain Engagements
The Law Society of Ontario requires that the following terms form part of an engagement agreement with a client where the engagement is governed by Ontario law and where the fee charged to the client is contingent, in whole or in part, on the successful disposition or completion of the matter (a “contingency fee agreement”).
If you are a claimant in an action under a contingency fee agreement with Osler, Osler may not recover more in contingent fees under that agreement than the amount recovered by you under an award or settlement from the party or parties against whom the claim was made, including any costs but excluding disbursements and taxes.
If, under the contingency fee agreement, you are responsible for the payment of disbursements or taxes and Osler pays the disbursements or taxes during the course of the matter, Osler is entitled to be reimbursed for those payments as a first charge on any amount recovered under an award or settlement of the matter.
In any litigation matter in Ontario, the court has the discretion to make awards of costs (requiring one party to pay another’s costs of, or incidental to, a proceeding or step in the proceeding) on a partial indemnity, substantial indemnity or full indemnity basis. If a court awards costs against you, you would be responsible for paying any such cost award.
You have the right to request the Superior Court of Justice of Ontario to assess and approve our invoices to you. Any such request must be made within specified timelines that are set out in the Solicitors Act (Ontario) – generally speaking, if you wish to assess any of our invoices, you must do so within 30 days of its delivery or within one year after payment. In certain circumstances, a different timeline may apply – at your request, we will advise you of the timeline that would apply in respect of your particular matter.
If you are a party under a disability, as defined in the Rules of Civil Procedure of Ontario, and are represented by a litigation guardian, the contingency fee agreement must be approved by a judge before the agreement is finalized or must be reviewed as part of the motion or application for approval of a settlement or consent judgment under rule 7.08 of the Rules of Civil Procedure.
You retain the right to make all critical decisions regarding the conduct of each matter on which you engage us.
The Law Society of Ontario also requires that clients that enter into a contingency fee agreement with Osler be provided with a consumer disclosure document that the Law Society has prepared. It is available at Contingency fees: What you need to know [PDF]. If you would like us to provide you with a copy, please let us know.