Hi

We, Levy Zavet PC (the “Firm”), will be pleased to provide you with our services in connection with the sale of your residential property.  This letter contains our standard terms of engagement for your review.  It also confirms our billing procedures, practice regarding potential conflicts and requests certain information we need from you our client in order to ensure an expedient and accurate transaction.

Services and Billing

Our legal fee is generally between $1,095.00 and $1,295.00 for these types of closings/transactions but does not include HST and your disbursements where applicable, which will be charged separately. The legal fee will be quoted to you by email sent from the lawyer or clerk on your file. The fee quote emailed to you will be deemed accepted upon us beginning any work on your transaction pursuant to this retainer.

We will provide our standard routine closing service for the sale of a residential property as the total scope of this Retainer with you, which is 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 that must be discharged as part of the transaction and to the extent sufficient sale proceeds are available.

The fee noted above is in respect of our standard routine closing service that we typically encounter when completing a sale of residential property with one to two single family dwelling units and as described above. In the event of complexities, which result in additional work or extra disbursements we shall advise you of the increase in costs.  In particular please note:

If the title to the property you are selling is defective and additional work is required in order to clear the title you will be charged for the extra time spent on the file.

In the event that your closing is advanced or postponed for any reason by mutual extension or otherwise, extension fees may apply.

Should you decide to withdraw your retainer prior to closing or your closing does not take place for any reason, you will be charged for all disbursements incurred and a reasonable fee for services rendered.

We may not at this time ask for an initial retainer to start work as we will deduct all fees from the proceeds received on the day of closing. Due to circumstances beyond our control, on some occasions we are unable to estimate the balance of the funds owing until a day or two before closing and in this situation we would require your cooperation in delivering the funds to our office promptly upon request, by certified cheque or banker’s draft, in any event at least one day before closing.

Our statement of account and trust ledger will be provided to you after closing outlining all your receipts and expenditures. A draft of same will be provided to you as soon as we have all the necessary information to prepare it.

Unless otherwise agreed in advance, any services in addition to the sale of your property will be charged at our usual hourly rates.  If required, we will be assisted in the performance of certain work by our other lawyers whose rates can be higher.

We will provide you with complete, accurate and fair monthly accounts for any work in addition to the sale of your property.  We encourage you to promptly raise any questions or comments you have regarding any account.  In return, we ask for payment of our accounts within 7 days of receipt.

Tax Consequences

We will not be providing you with advice on tax issues related to the above mentioned transactions.  Please note that your proposed sale 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 transaction and any assets or property involved, 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 business, its operations and any 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 reviewing and advising on any such appraisals, financials, reports, plans and drawings, involved, provided or in public records, such as registered on title. Please note, that although you are selling here in this transaction, any such advice or information you provide and that may relate to such considerations as described in this paragraph; apply where you offer such information to the purchaser or anyone else in this transaction.

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 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 and will not sell your personal information.

Email Communication:

With your approval, 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 may 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.

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 the Firm or any of its lawyers have been requested to act for each of the parties that are involved in this transaction, or more than one seller, in connection with the above-noted transaction (the “Transaction”):

1. The Firm has recommended that each of the said parties obtain Independent Legal Advice about jointly retaining the Firm or any of its lawyers in connection with the Transaction;
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 Transaction 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 undersigned, and in such case the Firm or any of its lawyers may have to withdraw completely from the Transaction, however you hereby confirm and agree that, and if allowed or granted in law, the Firm or any of its lawyers may choose to act for and represent any one or more of the parties herein 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 Transaction, 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.

File Retention

After this Agreement and engagement (the “Retainer”) terminates or expires, we will close all files relating to the Retainer, Transaction or matter, in accordance with its File Retention and Destruction policy. The file will be stored off-site during this period and destroyed as soon as its Destruction policy allows. 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 in connection with the Retainer. This clause will survive the termination of this Agreement indefinitely.

The Retainer will terminate on the sooner of the closing date of the Transaction contemplated herein or as extended and the date in which the Transaction may be cancelled or fail to close, unless otherwise terminated by the parties hereto with notice by email or in writing.

Indemnification

You shall indemnify us, our Firm, our lawyers and employees harmless from any and all losses, costs, liabilities and expenses (including legal costs) in connection with:

1. A breach by you of this Agreement (including any third party legal proceedings arising out of that breach);
2. A claim against us, our Firm, our lawyers and employees from a third party arising out of us representation 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 in this Retainer as contemplated in Section 22 of the Solicitor’s Act (Ontario).

You acknowledge and agree that we, our Firm, our lawyers, our contractors and employees, are prepared to accept liability where decided in law, together in aggregate of up to $1,000,000.00, 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, in consideration of our review of documents and agreements, and any other time spent on your file, the fees are deemed earned by the Firm and you will be responsible for the fees and disbursements.

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If no objection is raised with the above terms within one (1) business day after you receive this retainer by reviewing it here on our website and sending us your Transaction details, or if emailed to you, or we proceed with your Transaction for any reason as instructed or provided by you or your agents, directors, officers, shareholders, executors, realtors, mortgage broker, 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 us.

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

Note: This 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 attorney(s), will(s), 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).