Policy 49

PURPOSE

1. The purpose of this Policy is to define the role and responsibilities for the provision of Legal Services (as defined in Section 3 of this Policy) to the University.

SCOPE

2. The provisions of this Policy shall prevail in the event of a conflict between this Policy and the provision of any terms of reference, policy, procedure, mandate or other document with respect to the role and responsibilities of Legal Counsel or of the Legal Counsel Office.

DEFINITIONS

3. For the purposes of this Policy, the following words or expressions have the corresponding meaning:

   “Court Document” encompasses any written document that involves the University (or a University employee acting on behalf of the University) as a party to a court case, to an arbitration or to a case before a tribunal or to any other legal proceeding in which the University (or a University employee acting on behalf of the University) is a party. Examples of a court document include, without limitation, the following: a summons, statement of claim, tribunal application and court order.

   “Legal Counsel” means the lawyer employed by the University in the position of Legal Counsel in the University’s Legal Counsel Office.

   “Legal Services” means legal representation of the University in legal proceedings involving the University, the provision of legal advice or legal opinion to the University with respect to University affairs.

POLICY STATEMENT

4. The University seeks to manage its legal risks by ensuring quality, efficient and reliable, Legal Services in support of the University’s activities and objectives and by taking into account the cost effectiveness of the Legal Services.

RESPONSIBILITIES

Secretary-General of the University

5. The Secretary-General of the University is responsible for general oversight of legal matters at the University, including the provision, the management and budgeting of Legal Services provided by Legal Counsel or by external lawyers retained with the approval of the Secretary-General of the University or Legal Counsel pursuant to this Policy.
6. The Secretary-General of the University is responsible for the review and implementation of this Policy. This Policy will be reviewed as necessary or as determined by the Administration Committee upon recommendation made by the Secretary-General of the University.

Legal Counsel Office

7. The Legal Counsel Office reports to the Secretary-General of the University and is responsible for providing Legal Services in matters of legal importance affecting the University when requested by the University’s Board, Senate, the University’s Administration Committee or senior administration, by a dean or by an administrative head of a Service or unit.
8. Legal Counsel communicates the legal risks and legal issues in order to enable the responsible University authority to make informed decisions or take a course of action on a University matter. For further clarity,
   1. Legal Counsel represents the institution and does not provide Legal Services on an individual’s private matter or on a non-University matter;
   2. the role performed by Legal Counsel is to act as legal advisor and advocate, and to assist University decision-makers; and
   3. if participating on or attending a University committee, panel, board or other working group or team, Legal Counsel’s role is to provide Legal Services to such committee, panel, board or working group or team and Legal Counsel’s participation or attendance is as an advisor to such committee, panel, board or other working group or team.
9. Legal Services provided by the Legal Counsel Office covers a variety of fields (including, but not limited, to employment and labour relations, student matters, human rights, contracts, procurement, construction, real property transactions and leases, corporate matters, business transactions, and intellectual property) and are required when the matter involves any one or more of the following or as may be determined by the Secretary-General of the University:
   1. a legal proceeding or the threat of a legal proceeding against the University in court or at a tribunal,
   2. a legal issue having strategic importance or University-wide implications,
   3. a matter or legal issue involving significant legal risk, financial exposure or adverse impact to the University,
   4. a contract (regardless of its type or of its value) between the University and a third party that presents potentially significant or uncertain legal liability for the University.

Contract review

10. Unless otherwise determined by the Secretary-General of the University or unless otherwise provided in a University by-law or other University policy or procedure, all contracts requiring signature of the President, Vice-President(s) and/or Secretary-General must be submitted to the Legal Counsel Office for a review from a legal perspective.
11. The contract review by the Legal Counsel Office does not include an assessment of the business case, academic or operational aspects underlying the purpose or subject matter of the contract.
12. The head of the academic or administrative unit wishing to have the contract executed is responsible for ensuring that the contract fits within its academic, business and operational requirements. Prior to undertaking the contract review, the head must provide to the Legal Counsel Office a brief written statement on the context or background of the contract and a statement in support of the execution of the contract in order to facilitate the review by the Legal Counsel Office and signature by the President, Vice-President(s) and/or Secretary-General.

Retention of external lawyers

13. The Secretary-General of the University and Legal Counsel are the only authorities within the University who may retain an external lawyer to provide Legal Services to the University, communicate the University’s instructions and who may liaise with the external lawyer retained by and acting for the University’s insurer.
14. The Secretary-General of the University and Legal Counsel have the authority to identify instances when University administrators are authorized to communicate directly with external lawyers about a University legal matter. University administrators who communicate directly with external lawyers about a University legal matter must keep the Secretary-General of the University or Legal Counsel in the University’s Legal Services informed on such communications and on the provision of Legal Services by the external lawyer.
15. In determining whether retaining an external lawyer to provide Legal Services to the University is warranted, the Secretary-General of the University and Legal Counsel are responsible for assessing the need, reviewing the specific circumstances and considering factors, such as the following:

• Capacity within the Legal Counsel Office
• Cost
• Timelines for the provision of Legal Services
• Urgency
• Risk assessment
• Knowledge and expertise required
• Conflict of interest
• Jurisdiction of governing law
• Priorities of time and effort
• Any other factor that Legal Counsel or the Secretary-General of the University may deem relevant to the matter at issue.

16. In making the selection of an external lawyer who is most suitable to provide Legal Services to the University on a legal matter, the Secretary-General of the University and Legal Counsel will consider the interests of the internal University client, the estimated cost, general subject matter expertise, prior experience with the matter at issue and any conflict of interest.

Cost of Legal Services

17. The costs of Legal Services provided by Legal Counsel are accounted for in the budget of the Secretary-General of the University.
18. The cost of Legal Services provided by an external lawyer retained by the Secretary-General of the University or by Legal Counsel shall be paid from the budget of the Secretary-General of the University.
19. The cost of Legal Services provided by an external lawyer may be shared equally between the budget of the Secretary-General of the University and the budget of the applicable Faculty (or other academic unit), Service or other administrative unit in instances where, in the opinion of the Secretary-General of the University, the legal matter at issue may or does involve an unusual consumption of time and/or resources.

Damages or other monetary consequences

20. Any and all damages, costs, penalties or other monetary consequences, including any applicable interest or taxes, resulting from legal proceedings involving the University shall be paid from the budget of the Faculty (or academic unit), Service or other administrative unit responsible for the matters at issue in the legal proceeding.

Court Documents

21. No member of the University staff is authorized to accept formal service of any Court Document on behalf of the University (or on behalf of any other constituent part of the University) except the Secretary-General of the University, Legal Counsel, the Legal Assistant in the University’s Legal Counsel Office or an external lawyer retained by the University in accordance with this Policy and authorized by the Secretary-General of the University or by Legal Counsel to accept formal service on behalf of the University. The expression “formal service” means the formal process and delivery of giving or sending a Court Document to the University.
22. Any Court Document sent to the University or received by University staff must be sent without delay to the University’s Legal Counsel Office for review in order to avoid any prejudice to the University’s legal rights to respond. If monetary consequences to the University arise as a result of the delay in sending the Court Document to the Legal Counsel Office, the Faculty, Service or other academic or administrative unit responsible may be required to assume the cost of such monetary consequences.

EXCEPTIONS

23. Exceptions to this Policy shall require the written approval of the Administration Committee upon recommendation of the Secretary-General of the University.