Hi, 

We, Levy Zavet Professional Corporation (the “Firm”), will be pleased to assign one of our real estate lawyers and law clerks to provide you with services in connection with your closing transaction and in accordance with the terms below (the “Closing”).  This retainer agreement contains our standard terms of engagement for your review (the “Retainer”).  It also confirms, among other things, (i) our billing procedures, (ii) what happens when there are potential conflicts (iii) the scope of our services, (iv) what not to expect from us (v) and the information we will need from you in order to ensure an expedient and accurate Closing.  When this agreement refers to “you”, it means to include yourself and any others involved with you from your side of this Closing, such as your spouse, co-owners, trustees, partners, authorized signing officers, directors and shareholders, as the case may be, who are required to provide information and execute documents together with you, and for which we acknowledge as being jointly retained by you and them through this Retainer or by other communication from us, such as by email.  When this agreement refers to “us”, “we”, “our”, it generally means the Firm and all of its lawyers, law clerks and any other staff of the Firm, except when providing the Services (as defined below), which shall mean the lawyer assigned to your Closing, however any reference to indemnifying or releasing us shall include the Firm and all of its lawyers, law clerks and any other staff of the Firm and our successors and assigns. 

At the end of this Retainer you will also be asked to complete our Client Intake Form found here: https://forms.office.com/r/iYYcgVvYpD, for each of you.  You will also be required to email us pictures of two pieces of your ID (e.g. the data page and front cover of your Canadian or foreign passport, the front and back of any of your driver’s license, Canadian permanent resident card, provincial photo ID card or Nexus card).  If the client is not an individual (e.g. a corporation, partnership, trust, etc.) and/or you are a representative (e.g. an officer, director, partner, power of attorney, executor, lawyer etc.), then please also email us copies of the formation documents (e.g. articles of incorporation/amalgamation, declaration of partnership, trust declaration, power of attorney, will, co-ownership agreement, etc.) to Cl*****@*******et.com. 

Services and Billing 

We believe in transparent billing practices. Our block legal fees for a conventional purchase, sale, interim occupancy, title transfer, application for survivorship, refinance, bank mortgage or private mortgage closing involving one residential single-family dwelling (the “Property”) generally ranges from $795.00 to $1,395.00 but does not include HST and your disbursements (the “Fee Range”).  Disbursements mean our out-of-pocket expenses incurred in the course of completing your Closing.  For example, with a purchase, disbursements would include the costs (i) to obtain a title insurance policy, (ii) the government registration fees of your deed/transfer and mortgage/charge, (iii) the Ontario and if applicable, the municipal land transfer taxes, (iv) title searches, and off-title searches such as a property tax certificate, and (v) banking charges.  But the good news is, if this is a sale Closing none of these mentioned disbursements apply under normal circumstances, and usually your total cost of disbursements are less than $700; and with a refinance or mortgage there is normally no land transfer taxes (assuming no title transfer is involved where consideration/payment is made).  The block legal fee will be quoted to you by email sent from the lawyer or law clerk on your file (the “Fee Quote”). The Fee Quote emailed to you will be deemed accepted upon us beginning any work on your Closing, or on reviewing your documents or instructions, and as pursuant to this Retainer. 

We will provide our standard routine closing services for this Closing (so long as it involves only one residential single-family dwelling) as the total scope of services for this Retainer with you (the “Services”).  This means our Retainer is limited to ensuring (if this is a purchase Closing and you are a purchaser) that you get marketable title to the Property, subject to any permitted encumbrances pursuant to your purchase agreement, and to assist in the security requirements of any financing as instructed by your lender, if applicable.  If we are to also represent you with respect to any such required financing to complete the Closing, we will attend to (i) the execution by you of the lender’s or the lender’s counsel standard form of security documents and instruments, (ii) address any valid requisitions and questions by the lender or the lender’s counsel with your help, and (iii) address any relevant questions you may have. Where the lender or the lender’s counsel requires that we register or discharge any security, you agree that we assume no liability, and nor are we required to discharge such security or any prior or other security unless we are provided with sufficient funds to completely and without recourse payout such amounts that may be required to discharge such security. In the event we are required to provide any opinions to the lender and/or their counsel, you agree to indemnify us from any claims, recourse, liability, damages, costs, harm or other remedies we may suffer or as may be required from us, now or in the future, known or not known, from such parties that may rely on our opinion and seek indemnity or damages or other remedies from us.   

A sale Closing, where you are a seller, is much simpler under normal circumstances, and our Services for a sale Closing are limited to attending to those acceptable requisitions provided by the buyer’s lawyer in order to have them accept title to the Property, and to payout from the sale proceeds any requisitioned encumbrances (e.g. your mortgage or line of credit) that must be discharged as part of the Closing and to the extent sufficient sale proceeds are available. 

If this is a refinance or mortgage Closing where you are a borrower, covenantor (e.g. beneficial owners, shareholders, partners, nominees), guarantor or indemnifier, and we are acting for you and the lender or just you, our Services are limited to registering a new mortgage or amending an existing mortgage as the total scope of this Retainer with you.  These Services will include (i) attending to the execution by you of the lender’s or the lender’s counsel standard form of security documents and instruments, (ii) address any valid requisitions and questions by the lender or the lender’s counsel with your help, and (iii) address any relevant questions you may have. Where the lender or the lender’s counsel requires that we register or discharge any security, you agree that we assume no liability, and nor are we required to discharge such security or any prior or other security unless we are provided with sufficient funds to completely and without recourse payout such amounts that may be required. In the event we are required to provide any opinions to the lender and/or their counsel, you agree to indemnify us from any claims, recourse, liability, damages, costs, harm or other remedies we may suffer or as may be required from us, now or in the future, known or not known, from such parties that may rely on our opinion and seek indemnity or damages or other remedies from us. 

If this is a private mortgage Closing and you are a private lender, our Services for private lenders are catered only to when private lenders are providing mortgage financing to be secured by registering a mortgage charge against a Property of the borrowers, covenantors (e.g. beneficial owners, shareholders, partners, nominees), guarantors or indemnifiers (collectively the “other parties”, other parties shall include any other parties that participate in the Closing and are not you).  The scope of our Services in this case is limited to (i) attending to the execution by such other parties of your standard form of security documents and instruments (if you do not have any, we will prepare documents for you to review and approve), (ii) address any valid requisitions and questions we or you may have and with your help, and (iii) address any relevant questions such other parties may have. Where you require that we register or discharge any security, you agree that we assume no liability, and nor are we required to discharge such security or any other or prior security unless we are provided with sufficient funds to completely and without recourse payout such amounts that may be required. In the event we are required to procure any registrations of security or other instruments (e.g. a mortgage charge, PPSA) and/or opinions from such other parties and/or their counsel, you agree to indemnify us from any claims, recourse, liability, damages, costs, harm or other remedies we may suffer or as may be required from us, now or in the future, known or not known, from you or such parties that may rely on such registrations and/or opinions and seek indemnity or damages or other remedies from us. 

With an interim Closing to take occupancy of your Property but not ownership, you can expect very simple Services.  An interim Closing to take occupancy occurs when purchasing a new home, such as a freehold townhouse or a condo, be-it in an apartment style building or townhouse, and there is a period of time between the day you take possession of your Property and when you take ownership. This is known as interim occupancy.  Once your Property is ready and liveable and the Municipality or City grants the builder permission, you will be able to occupy or take possession of your Property. Although you will be able to live in your Property, you will not actually own it yet. Also during this period the Property may not be entirely finished.  Our Services for an interim Closing to take occupancy is limited to completing the builder’s form of documents with you, explaining them to you, helping you prepare your occupancy fees and balance due on the Closing Date, as well as assisting with any other documents or instruments you need to gather and provide, such as property insurance, a clear writ certificate and possibly a mortgage pre-approval.  We are not responsible for any other issues with respect to your Property or taking possession, such as delays by you or the builder, the state of repair or completion of your Property, your inability to complete the Closing on time.  Should you require us to obtain or negotiate extensions, payment plans, help remove you or anyone of you as purchasers or to add anyone new to your purchase, review a power of attorney, or attend to any breach of default by you, we will bill you for our time at the hourly rates previously mentioned herein.  Note we will not undertake to provide the builder or their lawyer with any missing documents, cheques, payments, instruments, certificates or policies on your behalf, and hence you must be prepared to quickly act on our instructions and the builder’s instructions once you receive notice of the Closing Date for your interim Closing to take occupancy of your Property. 

Finally, our Services for a title transfer (e.g. a simple transfer, transmission of land to an estate trustee, transfer by personal representative by an estate) or an application of survivorship Closing (collectively the “transfer”), is limited to registering a transfer or transmission of title or an application of survivorship on title to the Property from you to someone else or from someone else to you, nothing more.  We will not be ensuring that title is clear or marketable, or that any writs or other encumbrances, known or not known may affect the marketability or clarity of title upon the completion of this Closing. We will not be informing any encumbrancers on title, such as the mortgage lenders. We will not be informing any service providers of any changes in title and ownership, such as the city or town’s property tax department or any of your utility providers. We will not be reviewing any instruments on title to the subject real estate property and nor will we advise on or discover any possible restrictions on such transfer or breaches of such covenants that may occur as a result of the transfer. You are solely responsible for investigating all things and discovering all things that may be affected by this transfer and informing all those interested parties or those required by law or required by covenant of such transfer. You will be responsible for informing, updating and procuring any existing or new title insurance and property insurance policies, this is IMPORTANT, so please contact your insurers and inform them of such title transfer, we will not.  If there are any other owners, beneficial owners, trustees, nominees, family members or others that have an interest in this property, you will be solely responsible for informing them and obtaining any necessary consents. You agree to indemnify us and hold us harmless from any breach by you of these covenants and requirements, including all claims or damages we may suffer and such legal expenses we may incur.   

The Fee Range and Fee Quote is in respect of our standard routine closing service that we typically encounter when completing a Closing such as yours with respect to the Property. In the event of complexities, which result in additional work or extra disbursements we shall advise you of the increase in fees and disbursements, however you should know that our hourly rate for this type of Closing is $395.00 plus HST.  For example, should you require us to obtain or negotiate extensions or payment plans, help remove you or anyone of you as a party to the Closing, or to add anyone new to your Closing, review a power of attorney, or attend to any breach of default by you, we will bill you for our time at such hourly rate. 

In particular please note: (i) If the title to the Property you are purchasing, selling, refinancing, mortgaging or transferring is defective and additional work is required in order to fix title you will be charged for the extra time spent to complete the Closing.  (ii) Also, in the event that the completion date of your Closing (the “Closing Date”) is advanced or postponed for any reason by you or the other party, extension fees shall apply at $395.00 plus HST for each instance. 

Should you decide to withdraw or terminate this Retainer prior to completing the Closing or your Closing does not take place for any reason that is not solely our fault, you will be charged for all disbursements incurred and the Fee Quote regardless of the extent of the Services rendered. 

If your Closing requires financing or is a financing we are acting on for the lender, please arrange for your financing instructions (e.g. mortgage loan agreement or mortgage commitment letter) to be sent to us by the lender, at least five (5) business days prior to your Closing Date to ensure that there are no complications to your Closing due to a delay in receiving the loan funds and completing the financing security requirements.  A fee of $495.00 plus HST shall apply if financing instructions are not received five business days prior to your Closing Date to accommodate for rushed Services in completing your Closing.  If you are getting financing for this Closing please make sure to provide the name and contact information of your assigned lawyer to the lender as soon as possible to avoid delays and having to request for changes to your financing instructions. 

We may not at this time ask for any money from you as an initial retainer to start work as we will deduct all fees and disbursements from the proceeds received (i.e. from you, your lender or the sale proceeds) by the Closing Date. Due to circumstances beyond our control, on some occasions we are unable to estimate the balance of the funds owing by you to complete the Closing until a day or two before the Closing Date, and in this situation we require your cooperation to deliver the funds to our office promptly upon request, by bank wire, and in any event at least one day before the Closing Date. 

The seller’s, our and any lender’s draft statement of adjustments or advance, as the case may be, and our draft statement of account and trust ledger will be provided to you before the Closing Date, and again final versions will be provided after the completion of your Closing, outlining all our receipts and distributions, fees and disbursements, credits and debits.  

Unless otherwise agreed in advance, any services in addition to the Services for this Closing, will be charged at our usual hourly rates (i.e. $395.00).  If required, the assigned lawyer may be assisted in the performance of certain work by our other lawyers in our Firm whose rates can be higher (e.g. a Closing that requires demand letters or litigation work). 

We will provide you with complete, accurate and fair monthly accounts for any work in addition to the Closing.  We encourage you to promptly raise any questions or comments you have regarding any statement of account.  In return, we ask for payment of our invoices upon receipt. 

Tax Consequences 

We will not be providing you with advice on tax issues related to your Closing.  Please note that your Closing may have tax consequences.  We encourage you to contact an accounting professional to obtain tax advice. 

Business, Financial, Risk, Economics, Building, Zoning Considerations: No Advice or Opinion 

We do not provide any advice or opinions, and nor do we conduct any such searches necessary to provide such advice or opinions, on any business, financial, value, pricing, economics, risk, loan to value, appraisal, building or zoning considerations of your Closing or in respect of the Property, including, but not limited to, current and future economic feasibility, operations, uses, construction or development, road widenings, setbacks or how other lawful authorities may influence your intended uses and future plans for the Property, its business, its operations and any other property involved including intangible assets and real estate. We encourage you to contact other professionals such as appraisers, accountants, actuaries, business consultants, property managers, surveyors, planners and architects to obtain any such advice, opinions, guidance, assurances, surveys, and to review and advise on any such appraisals, financials, reports, plans and drawings, involved, provided or in public records, such as registered on title. 

Title Insurance in Lieu of a Lawyer’s Opinion on Title 

Title insurance is not mandatory although we strongly encourage that you obtain coverage as we will not be providing a title opinion of your Property.  Our firm’s policy is to not act on Closings that are not title insured unless agreed to prior to our Retainer, and regardless we will not provide you with a title opinion. We will explain to you the various options available to protect your ownership interests and the advantages and disadvantages of protecting your interests through title insurance as compared to a lawyer’s opinion on title (which we will not provide). Please be advised that we may be paid an examining counsel fee by the insurer. For more information on title insurance, please visit Understanding Title insurance | Financial Services Regulatory Authority of Ontario (fsrao.ca). 

Important Note: It is your responsibility to notify us if the Property has any non-residential uses or components or of any tenancies (i.e. more than one dwelling unit), and therefore what type of title insurance policy you want.  If your property has other uses such as commercial, farming, agricultural, work-live, office, manufacturing, mineral, recreational, industrial, mixed uses, hotel, multi-residential or more than one dwelling unit, a traditional residential title insurance policy will not provide adequate coverage and most of the other coverages may be exempt.  This means you may require a multi-residential or commercial title insurance policy.  Please review your title insurance policy and verify the endorsements covered and the exemptions that apply.  You can also change your title insurance policy under limited circumstances after it is purchased, including after completing your Closing.   

Privacy 

The Firm is subject to the Personal Information and Protection Electronic Documents Act (PIPEDA).  You understand that we will be collecting personal information, including your address, telephone number and e-mail.  We will use that information to communicate with third parties on your behalf, and we will use it to advise you of our services.  However, we can assure you that we will not share this information with anyone without your instructions unless required to by law, and we will not sell your personal information. 

Email Communication: 

We are always happy to communicate with you by e-mail.  We find that this saves time, and we feel that the use of e-mail fits in with the way most companies and individuals conduct business nowadays. Although we employ electronic and physical protection measures which meet our industry and regulator’s standards, there is a risk of interception of information when communication is exchanged by emails. If you do not wish to use email communication with us, we will employ traditional communication measures (telephone, fax, mail) but additional charges shall apply.  Regardless, it is incumbent on you to protect any correspondence and communication received by us, and we assume no liability in this regard.  You must let us know immediately if you no longer wish to continue to communicate through email. 

Joint Retainer and Conflicts: 

We have performed a conflicts check of our other clients to see if representing you in this matter would create a conflict of interest.  To the best of our knowledge, there are no conflicts, but please let us know otherwise. 

If a conflict arises, we will advise you as soon as we become aware of it and will attempt to resolve it in a manner acceptable to all parties.  If we cannot resolve the conflict, we may be required, under our Rules of Professional Conduct, to withdraw from representing you, the other party, or both, depending on the nature of the conflict.  If we are required to withdraw you agree to immediately reimburse us for all of the disbursements incurred with respect to the Closing and to pay for our Services up to the date of withdrawal which will be part or all of the Fee Quote, acting reasonably.  You also agree to release us of any liability, damages or other recourse should we have to withdraw because of a conflict, and such release shall be effective immediately upon our withdrawal. 

If the Firm or any of its lawyers have been requested to act for each of you, or more than one other parties, in connection with the Closing, then this Retainer shall be a joint Retainer and the following shall also apply for which you acknowledge by entering into this Retainer with us: 

1. The Firm has recommended that each of the said parties obtain independent legal representation instead of jointly retaining the Firm or any of its lawyers in connection with the Closing; 
2. In acting for the said parties, no information received by the Firm or any of its lawyers from either party in connection with the Closing can be treated as confidential insofar as the other parties are concerned; 
3. If a conflict of interest should arise which cannot be reasonably resolved, arbitrated or settled, the Firm or any of its lawyers cannot continue to act for the parties under this joint Retainer, and in such case the Firm or any of its lawyers may have to withdraw completely from the Closing without recourse and without liability, and that regardless all disbursements incurred by us and the Fee Quote shall be paid to us by you.  However, you hereby confirm and agree that if allowed or granted in law, the Firm or any of its lawyers may choose to act or continue to act for and represent any one or more parties of the Closing to the extent granted, and that you waive any such rights to otherwise object to same; and 
4. The Firm or any of its lawyers may take instruction or communicate with any of the said parties in regards to the Closing, without having to notify the other said parties.  For example, this is very common between spouses, where often only one of the spouses are providing us with instructions; or for example with corporations, only one of the authorized officers are providing us with instructions for the Closing. 

File Retention 

After the completion of this Closing or other earlier termination of this Retainer, our engagement and retainer terminates or expires, except to the extent any fees or disbursements owed by you or undertakings that you provided remain outstanding.  We will close all files relating to the Retainer and Closing in accordance with its File Retention and Destruction policy. The files will be stored off-site or digitally, as we decide in our sole discretion from time to time, during this period and destroyed as soon as its File Retention and Destruction policy allows but no longer than seven (7) years. In the event that you instruct us to extract the file from off-site storage and reopen it, you will be required to pay an administrative fee over and above any legal fees or disbursements in connection with this Retainer. This clause will survive the termination of this Retainer indefinitely. 

Indemnification 

You shall indemnify us, including our Firm, our lawyers, our law clerks and our other staff from time to time, from any and all losses, costs, damages, liabilities and expenses (including legal costs) in connection with: 

1. A breach by you of this Retainer or of your obligations with respect to the Closing (including any third party legal proceedings arising out of that breach); 
2. A claim against us from a third party arising out of us representing you pursuant to this Retainer.  Provided that the indemnity in this subparagraph will not apply if the third party claim is a direct result of a breach of this Agreement by us, our lawyers and employees or professional negligence on the part of us.  

This paragraph will survive the termination or expiry of this Agreement. 

Our Liability To You 

We acknowledge that we have solicitor/client liabilities to you (such as possibly a duty of loyalty and duty of care), arising out of our Services pursuant to this Retainer as contemplated in Section 22 of the Solicitor’s Act (Ontario). 

You acknowledge and agree that we, our Firm, our lawyers, our law clerks and our other staff, are prepared to accept liability where decided in law, jointly together as one and in aggregate up to $1,000,000.00 in damages (money or otherwise), and that being the maximum potential insurance claim under our lawyer’s basic errors and omissions insurance, with no exception and regardless of any excess insurance we may have, and that you will never claim for more in aggregate including all legal fees and disbursements, for any reason or cause no matter how severe or how large. 

Change in Representation 

If you choose to change lawyers at any time, then, in consideration of our review of documents and agreements and any other time spent on your Closing, the Fee Quote is deemed earned by us and you will be responsible for such fees and any disbursements we incurred. 

If no objection is raised with the above terms within one (1) business day after you receive this email, or we proceed with your Closing in any way and for any reason as provided or instructed by you or your agents, directors, officers, shareholders, executors, realtors, brokers, family members or advisors, you are deemed to have agreed to be bound by the above terms.  If you have any questions, please do not hesitate to contact myself or my assistants. 

 Thank you very much for choosing our firm to assist you in this matter. 

Finally, please complete our Client Intake Form found here: https://forms.office.com/r/iYYcgVvYpD, for each of you.  You will also be required to email us pictures of two pieces of your ID (e.g. the data page and front cover of your Canadian or foreign passport, the front and back of any of your driver’s license, Canadian permanent resident card, provincial photo ID card or Nexus card).  If the client is not an individual (e.g. a corporation, partnership, trust, etc.) and/or you are a representative (e.g. an officer, director, partner, power of attorney, executor, lawyer etc.), then please also email us copies of the formation documents (e.g. articles of incorporation/amalgamation, declaration of partnership, trust declaration, power of attorney, will, co-ownership agreement, etc.) to Cl*****@*******et.com. 

Note: This Retainer and message is not intended to be or replace any family law advice, wills or estates or otherwise opinions or advice from your legal counsel or anyone, however, if you are going through a divorce or separation, you should question and consider changing your power of attorneys, wills, beneficiary designations of any pensions, RRSPs, other registered accounts and investments, and to sever any joint tenancies on real estate properties, should any of the foregoing include a separating/divorcing spouse as a recipient (e.g. joint tenant or account holder).