Hi,

We, Levy Zavet PC (the “Firm”), will be pleased to provide you with our services in connection with the title transfer of your 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 generally ranges from $795.00 to $895.00 for this type of transaction but does not include HST and your disbursements such as government registration fees, or Ontario and municipal land transfer taxes, where applicable.  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 title transfer, or on reviewing your documents or instructions, and as pursuant to this retainer.

Our routine service with respect to this title transfer and the scope of this Retainer is limited to registering a transfer of title of the subject real estate 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 transaction. 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 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 noted above is in respect of our standard routine title registration service that we typically encounter when completing a title transfer of real estate property. 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 your property 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 you delay the scheduled dates of completion.

Should you decide to withdraw your retainer prior to completion or it 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 but will require payment in full prior to completion.

Our statement of account and trust ledger will be provided to you after completion 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 complete it.

Unless otherwise agreed in advance, any services in addition to the title transfer 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 title transfer 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, including income taxes and land transfer taxes, related to the above mentioned transactions.  Please note that your proposed title transfer 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.

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.  Regardless of your choice 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, please visit Understanding Title insurance | Financial Services Regulatory Authority of Ontario (fsrao.ca).

Important Note: It is your responsibility to notify us if your 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 after it is purchased, including after closing your 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:

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.

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 you, or more than one party to this transaction, or more than one owner, transferee or transferor, if applicable, 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 completion 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, shareholders, officers, 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).