In Camp Development, the B.C. Supreme Court held
inter alia that solicitor-client privilege extends to
communications between the defendant's solicitor and
another member of the client's transaction team who was not
a lawyer (a project manager). In that case, it was not that the
project manager served merely as a conduit or "channel of
communication" between solicitor and client (that being one
way in which a third party could traditionally fall under the
umbrella of solicitor-client privilege) but rather that his
function was "essential to the existence and operation of the
solicitor-client relationship", a slightly different criterion
arising from the leading case of General Accident Assurance Co. v.
Chrusz. As implied in Camp Development,
this is essentially a "deal team" exception, recognizing
the "practical reality in major commercial projects where
teams of individuals with focused expertise are
In Barrick, meanwhile, the plaintiff contested a claim
of privilege over documents containing the advice of various
advisors from (for example) BMO and GMP Capital. Ultimately, the
Court found that the non-lawyer advisers were
"appropriately regarded as part of the
"team" for the purposes of requesting, obtaining
and/or receiving legal advice.
The documents make clear the particular input of a relatively
small number of non-lawyer individuals outside the companies, whose
input was necessary and appropriate to the consideration,
structuring, planning and implementation of very complex
transactions in a very short timeframe."
While accepting the general principle of Chrusz,
Justice Campbell added:
"I do not accept that there is to be expected a "deal
team" extension of solicitor/client privilege in every complex
commercial transaction where there is not a specific protocol that
has been executed. In each instance the context, the parties and
that framework for the establishment and maintenance of privilege
must be established to the satisfaction of the Court."
To be privileged, then, the solicitor's advice should be
targeted to those members of the team whose input is essential to
the proper performance of the solicitor's role. An example
given in the ruling is that of a former senior employee of one of
the defendant companies, whose "institutional knowledge and
wisdom" was required in order to develop the legal strategy
for the transaction, in the view of Justice Campbell.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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