Frequently
Asked
Questions

General

Office Operations

If you are consulting with legal counsel for advice on matters arising in the course of you acting within the scope of your employment/appointment at the University, then those discussions are considered confidential and will not be disclosed to parties outside the University.

However, given that legal counsel represent the University and not individuals in their personal capacity, information shared may be disclosed to administrators or others within the University on a need-to-know basis.

Generally, no. OUC only provides legal advice to those at the University working within the scope of their employment or appointment.

If you are undertaking an activity in your individual capacity and not on behalf of or in connection with your role at the University, you will typically need to seek private legal advice.

If you are unable to determine if the business in question is personal or University-related, contact legal@utoronto.ca.

No. Under the Policy on the Recognition of Student Groups, these entities are considered autonomous from the University. The policy also stipulates that the University does not assume legal liability on behalf of Student Groups.

Generally, no. OUC only provides legal advice to those at the University working within the scope of their employment or appointment. If students are involved in University business, it is possible that OUC would provide legal support.

We recommend that students seek legal support through Downtown Legal Services at law.dls@utoronto.ca.

Yes. Given the complexities of University business, please contact either the Corporate Team or People Team to be provided with a template suited to your needs.

Yes. OUC provides on-campus Notary Services by appointment to members of the University community.

To affect service upon the University, documents must be served upon The Governing Council of the University of Toronto at:

  • Office of the Governing Council
    27 King’s College Circle
    Simcoe Hall, Suite 106
    Toronto, Ontario
    M5S 1A1 Canada

Phone: +1-416-978-6576

Related Offices

Depending on the inquiry, different support is available to members of the University community:

  • The Scholarly Communications and Copyright Office in the University of Toronto Libraries supports faculty and staff in areas of research, teaching, and learning.
  • For information about copyright and using copyright works with or without a license as part of teaching materials, please consult the University of Toronto Libraries’ copyright resources.
  • For information about copyright in the context of commercialization, please consult Inventions, Commercialization & Entrepreneurship’s resources in the Division of Research, Innovation, and Strategic Initiatives.

Trademark Licensing oversees the use of the U of T brand on merchandise and everything to do with the use of U of T trademarks.

Certain purchases, in particular those with a dollar value of $100,000 and above, require the involvement of Procurement Services. In those cases, Procurement Services will engage the appropriate internal legal support on the purchaser’s behalf.

For support with reviewing, negotiating, or drafting agreements for purchases under $100,000, please contact the Corporate Team once you have complied with any other procurement requirements (obtaining additional quotes, etc).

As legislatively mandated, the University’s procurement process follows specific frameworks and requirements. For additional information contact purchasing.help@utoronto.ca.

People Services

Records : Requests & Receipt

Other than requests for student records or employment files (see below) please contact the Freedom of Information and Protection of Privacy Office (“FIPP Office”) who can assist. While the University supports informal sharing of information, the FIPP Office is best suited to determine if the request should be made formally through the FIPPA processes.

Please email requests for academic records to Transcripts at transcripts@utoronto.ca for response.

Please email requests for employment files to the employee’s Divisional HR office for response.  If you are unsure of the employee’s HR office, please contact Central HR at cahrs.hr@utoronto.ca.

Please send a copy of the document to the Office of University Counsel as soon as possible at legal@utoronto.ca and speak with a member of the People Team before taking any further action.

Speak with your manager and follow any applicable divisional processes, which should include sending the document as soon as possible to legal@utoronto.ca.

You should speak with your manager and follow any applicable divisional processes, which should include sending the document as soon as possible to legal@utoronto.ca. If the legal action is wholly related to personal matters, OUC cannot provide legal counsel. However, if you have been personally named in a legal action that relates to your work at the University, OUC will be able to assist.

Labour Relations in the Division of People, Strategy, Equity & Culture maintains all collective agreements, which can be found here.

The MOA can be found here; agreements and policies for faculty and librarians are hosted by the Office of the Vice-Provost, Faculty & Academic Life.

Corporate Services

Corporate Profile

The University’s legal name is The Governing Council of the University of Toronto. In contracts the University name appears as “The Governing Council of the University of Toronto, as represented by its [contracting division/unit]”

Yes. The University is known as “The Governing Council of the University of Toronto (Ontario Corporation No. 100478)” as it is a corporation continued by an Act of the Legislative Assembly of Ontario: the University of Toronto Act, 1971, as amended by 1978, chapter 88.

No. As the University was created by special legislation, it does not require, nor has it been issued, a Certificate of Incorporation or Letters Patent.

BN # 108162330-RR0001

Information about the University’s insurance coverage is available online at www.insurance-risk-mgmt.utoronto.ca.

Contracts : Content & Review

An MOU is a document that contains a collection of tenets between two or more entities that intend to establish a relationship. Often MOUs act as placeholders until the parties negotiate and prepare a definitive agreement. Consult this resource for more information.

Consult this resource for a non-exhaustive list of the kinds of contracts we review.

If you require general corporate legal advice, please send your inquiry to legal@utoronto.ca. Please consult with your Chief Administrative Officer prior to engaging Corporate Services to ensure that the appropriate approvals have been obtained for the activity requiring legal advice.

Please consult this resource for more information about this

The purpose of a contract is to formalize an arrangement by setting out in writing the agreed-upon roles and responsibilities of each of the parties; the expectations as to how those responsibilities will be met; and, what the consequences are if obligations are not met.

The purpose of legal review is to make sure that all agreements entered into by the University have the proper protections in place to minimize risk and ensure the University is not assuming obligations with which it cannot comply legally, or because of our policies.

When reviewing contracts, legal counsel can perform valuable and important functions, including:

  • Explaining any portion of a contract that you do not understand or that is written in ‘legalese’ (see this resource for information about Indemnity and Insurance)
  • Act as your advocate during the negotiation and drafting of a contract; represent the University’s side of the deal—either indirectly by assisting you, or directly by becoming involved in negotiations with the other party and/or their lawyers.

While you will most likely need a contract whenever the University is paying money to, or receiving money from, another party, there are other, non-financial arrangements that can still pose a risk to the University.  In such cases, even if no money is exchanged between parties, you may still benefit from having a written agreement to document the rights and responsibilities of each of the parties.

For example, collaborations or Memorandums of Understanding (“MOU”) with third parties (including affiliated hospitals and other partner organizations) or arrangements for the exchange of in-kind services may not involve money, but could still involve exchanges of data, intellectual property, and other tangibles of value.  In such arrangements, it is important to think about ownership, confidentiality, use of name, and commitment of University resources, including both personnel and equipment. In these instances, an agreement is still appropriate to ensure that the University’s interests are properly protected and the roles of each of the parties is clearly defined.

No. While including legal review may be viewed as an additional step in the overall process, our involvement often saves time, complication, and money down the road.  Our goal is not to second guess business decisions or over-complicate relationships, but to minimize risk to the University as an organization and to support and enable good working relationships with third parties.

Although many relationships work perfectly well without a written agreement, a contract helps the parties clearly determine, at the outset, what the relationship is and how it will play out.  A contact which explicitly sets out the parties’ expectations will help the parties avoid future disputes and uncertainties around rights and obligations.

While our focus tends to be on contract review, drafting, and negotiation, we also provide strategic advice to support your initiatives and can help you identify overall risks and collaborate with other offices that may need to be consulted as the initiative comes to fruition (ie: FIPP; Information Security; Provost for high risk activities). We encourage you to consult with us early on to benefit from this advice.

Obtaining legal review and advice is only part of the overall process involved in approving and signing a contract. We will review the legal aspects of the agreement, but it is up to you to review the business aspects of the agreement and to make sure that the terms being agreed to are financially reasonable for your local unit/division.

For example, we cannot determine if the pricing for a good or service is fair; or if your department has the ability to meet its obligations under the contract—these are all business decisions.  We can provide pragmatic advice, but many business elements set out in a contract, including the associated risks, will need to be agreed to by those who have designated decision-making authority (ie: Dean, Chair).

  • Activities described in the contract are consistent with the academic priorities of the division;
  • Contract complies with ALL University policies and guidelines;
  • Contract is governed by the laws of the Province of Ontario;
  • Activities described in the contract do not impact the intellectual property rights of students or faculty [including publication rights];
  • Contract has a start and end date and does not automatically renew;
  • Contract is in English;
  • Contract does not include provisions that would delay student academic progression or impede academic freedom;

Corporate Services can assist you in making this determination or work with other divisions to ensure that your contract can be amended, reviewed, or approved so that it can be considered within the ‘normal course of business.’  We can help negotiate terms with the third party so that the contract terms align with the Provostial Guidelines for Academic Divisions on Contracts.

Contracts : Signing

Generally, no. Faculty, librarians, and staff (as well as EDU:C and EDU:D Directors) do not have the authority to bind the University as a legal entity.

No. OUC, including legal counsel within Corporate Services, do not approve contracts or make decisions on behalf of authorized signatories.  We provide strategic legal advice, decision support, and risk mitigation strategies.  For more information on who can approve and sign contracts, please consult your academic Divisional Contract Execution Guidelines or your Chief Administrative Officer for central divisional signatories

No, legal counsel do not sign contracts on behalf of other divisions.

If the activity described in the contract is considered to be in the ‘normal course of business,’ then signing authority resides with either Department Chairs, Deans and Vice-Deans. At UTM and UTSC the Principal or their delegates can enter contracts on the University’s behalf.

All academic divisions have unique Provostially-approved Divisional Contract Execution Guidelines that set out who is authorized to sign specific contracts in the ‘normal course of business.’  Contact your Chief Administrative Office or Dean’s Office to confirm the appropriate signatory.

For academic divisions, if the activity described in the contract is considered outside of the ‘normal course of business’ then the Provost’s approval is required.  If you think the activity is outside the ‘normal course of business,’ Corporate Services can help you navigate next steps, including negotiating terms of the contract so that it remains within the normal course of business and can be executed at the divisional level.

Note: Faculty, librarians, staff, EDU:C and EDU:D directors do not have signing authority to bind the University.

*signing a contract also includes clicking “I Agree” on a website that binds the University to certain obligations.

No.  A contract governed by the laws other than Ontario is considered outside of the normal course of business under the Provostial Guidelines for Academic Divisions on Contracts.  Please consult with Corporate Services to discuss options and risk.  For more information about governing law clauses, see this resource.

Discover Our Resources

View our Resources for a host of guidance documents including checklists, tip sheets, and references.