Call us: (905) 366 9700

Legal Blog

Solicitor-Client Privilege

Posted on April 6, 2023 | Posted in Five Liners, Real Estate

1824120 Ontario Limited v. Matich 2023 Ont SCJ (Div Ct)

Agreement of purchase and sale had a clause stating that the agreement was conditional on the seller’s lawyer approving the agreement’s terms. The lawyer gave an opinion to the sellers; they refused to waive the condition and the agreement failed. The buyer sued, alleging that the sellers did not exercise the clause reasonably, honestly, and in good faith. The sellers denied the allegations. The buyers then requested the lawyer’s file and opinion letter, arguing that the sellers had impliedly waived privilege. The court refused to grant access to the opinion. The sellers had specifically stated that they did not waive privilege. The court held that the buyer could not allege bad faith and, when the sellers denied the allegation, state that the sellers had waived privilege. The court refused to intervene, even after the buyers alleged that the lawyer did not approve the terms because the seller had received a higher price. The court interpreted the condition and held that nothing in the condition precluded the lawyer from reviewing non-legal terms of the agreement.


Jonathan Speigel


Written by Jonathan Speigel, the founding partner of Speigel Nichols Fox LLP, leads the litigation and construction practices.


Download our free checklist:

“10 Questions to ask before hiring a law firm”


Speigel Nichols Fox LLP