Toronto Opinions Group: Memos and Precedent Opinions

Below you will find links to the various memos and precedent opinions released to Slaw by the Toronto Opinions Group. All the linked files are PDF.

The Toronto Opinions Group consists of a group of lawyers, primarily practising with the Toronto offices of the larger Canadian law firms, with an interest in third party (or transaction) opinion practice. TOROG meets regularly to review current opinion issues with a view, where appropriate, to discussing problems, assessing best practices and developing common approaches to opinion issues and opinion language. It does not involve itself in specific transactions or opinion negotiation.

The materials posted on this site have been prepared by members of TOROG to provide guidance on a reasonable approach to opinion language. The suggested language may not be appropriate in all circumstances and is not necessarily the only reasonable and appropriate language. While it may be useful as a guide in other jurisdictions, it was developed based on Ontario law, and the federal laws of Canada, applicable in Ontario.

Not all TOROG members participated in the preparation of the materials posted on this site. TOROG does not formally adopt suggested language or approaches to opinions, so the views expressed in the materials posted on this site do not necessarily represent the views of all TOROG members or their respective firms. The members’ firms do not necessarily have a process to formally adopt or agree to the language as a firm position.

TOROG members and the firms at which they practise are not responsible or liable to any person or firm that uses or relies on the materials posted on this site.

TOROG participating firms include the Toronto offices of Aird & Berlis LLP, Bennett Jones LLP, Blake, Cassels and Graydon LLP, Blaney McMurty LLP, Borden Ladner Gervais LLP, Cassels Brock & Blackwell LLP, Davies, Ward Phillips & Vineberg LLP, Fasken Martineau DuMoulin LLP, Fogler Rubinoff LLP, Fraser Milner Casgrain LLP, Goodmans LLP, Gowling Lafleur Henderson LLP, Heenan Blaikie LLP, Lang Michener LLP, Macleod Dixon LLP, McCarthy Tétrault LLP, McMillan LLP, Miller Thomson LLP, Stikeman Elliott LLP, Ogilvy Renault LLP, Osler, Hoskin & Harcourt LLP, Torys LLP.

Third-party opinions practice is a branch of business law perhaps best explained, for those who are unfamiliar with it, by this excerpt from the 2007 Report on Lawyers' Opinions in Business Transactions [PDF], by the Maryland State Bar Association, Inc.:

The proper purpose of a third party legal opinion given in a business transaction is to provide some or all of the parties to the transaction who are not the opinion giver’s client with comfort regarding specified legal aspects of the transaction. If the lawyer is unable to give such an opinion, the recipient may be alerted to the existence of potential problems in the transaction and/or the need to seek comfort from other sources…

Although legal opinions are given in a variety of business contexts, they are commonly requested, for example, as part of the due diligence process of lenders, investors or acquirers. The size, nature, and scope of the transaction and the relationship of significant legal issues to the transaction may well affect the scope of the opinion requested. A primary role of legal opinions in business transactions is to provide assurance that the documents are valid, binding, and enforceable, subject to certain qualifications, based on the opinion giver’s adherence to certain due diligence procedures and standards of care. Legal opinions in this context may also reveal defenses to enforcement that may exist at the outset, as well as point out potential problems to enforcement that may arise later. In addition, legal opinions may help to characterize the business transaction as an arm’s-length agreement that should be upheld.footnotes omitted

More information can be found on the site of the ABA's Business Law Legal Opinion Resource Center.

The memos and precedents:

SlawTips      

SlawTips Cash Flow Reports – Part 2
Thursday, May 24

This is the second in a series of ten tips dealing with cash flow reports and cash flow management. Gregory Nunn once said: “Never underestimate the value of cold cash.”… »»

Practice

SlawTips United Nations Documents
Wednesday, May 23

Today’s Tip: Monitor UN documents with RSS Since I last looked, the United Nations Documents site has a new look and feel. For what the site is trying to deliver, … »»

Research

SlawTips Updated Version of Great Social Media Guide for Lawyers Released
Wednesday, May 23

Last spring, Meritas’ Leadership Institute released a Social Media Guide for Lawyers. This helpful resource provided lawyers with an overview of the three main social media tools — LinkedIn, Faceb. […] »»

Technology

noted on Slaw    

MLB Selected Case Summaries    

These summaries of selected recent cases are provided each week to Slaw by Maritime Law Book.
More information.
  • Harkat, Re 2012 FCA 122

    Aliens - Exclusion and expulsion - Power to detain and deport - Minister’s certificate - Review - Evidence

    In 2002, Harkat was detained pursuant to a ministerial security certificate issued under the Immigration and Refugee Protection Act (IRPA) as a person inadmissible to Canada on grounds ...

  • Girouard v. Druet 2012 NBCA 40

    Contracts - Formation of contract - Signing - Electronic signature

    The plaintiff expressed an interest in purchasing the defendant’s (vendor’s) condo. The parties agreed to carry on their discussions through e-mail. Following an exchange of e-mails, the plaintiff claimed that the defendant was contractually bound to ...

  • Donell et al. v. GJB Enterprises Inc. et al. 2012 BCCA 135

    Barristers and Solicitors - Relationship with client - Confidential communications - General

    The petitioner was a Receiver appointed in March 2009 by a California court over the assets of GJB Enterprises Inc. (a “Ponzi scheme”) and its principals, the Berkes (the GJB parties). The court ordered ...

  • Dish Network L.L.C. et al. v. Rex et al. 2012 BCCA 161

    Practice - Costs - Funding before judgment - When interim or advance costs available

    The plaintiffs were “direct to home” satellite based subscription program providers. Rex and other defendants offered “grey market” services to Canadian residents to facilitate the unauthorized reception in Canada of the plaintiffs’ ...

TalkLaw/ParLoi    

This is a listing of a few upcoming events in Canada of interest to lawyers, law students, legal librarians, and others involved in the practice of law.

Clicking on any event in the list below will give you access to more information and to links allowing you to see the full entry and to add the event to your own calendar.

Click this link for a fuller version of the TalkLaw/ParLoi calendar of events and for instructions as to how to add events and calendars to your own calendar.