Guidelines for External Legal Counsel
- Retainer of Legal Services
(a) Role of the Office of University Counsel
External legal services required to support the work of the University of Toronto (“University”) may be retained only through the Office of University Counsel (“OUC”) and those authorized by the OUC to do so. The centralizing of retainers is to ensure the quality, consistency and cost effectiveness of legal services and to coordinate the management of legal risk.
(b) Proposals from External Legal Counsel
For appropriate matters, the OUC, in consultation with the internal client, may seek proposals for service from more than one qualified and reputable external legal counsel. - Responsibilities of External Legal Counsel
(a) Confirmation of Retainer
In the event that external counsel is contacted by someone not authorized to retain legal services, external counsel must seek approval of the retainer and instructions from the OUC. Failure to do so may result in legal fees not being covered by the OUC legal fund.
(b) Confirmation of Instructing Client
The OUC works closely with internal clients such that external counsel should expect to involve members of OUC in their discussions with clients. However, there will be instances where external counsel will work directly and solely with internal clients, following the initial approval of the retainer by OUC. In this situation, it is expected that external counsel will endeavor to keep the OUC updated on any substantial legal issue that may have impact on the University’s legal risk. It is imperative that external counsel confirm who is responsible for providing instructions. Internal clients will endeavor to clarify those individuals able to instruct counsel.
(c) Confirmation of Instructions
External counsel shall confirm instructions and scope of services before work is commenced. Instructions are to include all material steps and timing for completion. The use of consultants or experts on a matter must be discussed and approved in advance of them being retained. Specific approval is to be sought from the OUC for any substantial legal research to be conducted. Any settlement of a litigation matter or dispute must be approved by the OUC or the designated client.
(d) Estimate of Legal Fees and Expenses
Upon request, external counsel shall provide a reasonable estimate of legal fees and expenses for services or an outline for material steps in the retainer. Where the nature of the matter permits, external legal counsel shall consider fixed fee pricing, discounts and preferred billing rates.
(e) Conflict of Interest
External counsel shall inform the OUC of any conflict of interest or potential conflict of interest. In accordance with LSO rules, external legal counsel shall also consult with the OUC about any joint retainers.
(f) Communication
External legal counsel shall keep the OUC and internal client up to date regarding all material developments and material legal opinions. External legal counsel shall consult with the OUC and internal client on legal strategy and any changes to the strategy. External legal counsel shall consult with the OUC before providing a formal written legal opinion. External legal counsel will provide a copy of all legal opinions and legal research memoranda to the OUC.
(g) Staffing
The University relies on experienced external counsel to provide appropriate levels of support and, as such, relies on external counsel’s judgment to provide the most effective staffing for each file. However, there is an expectation that external counsel will be attune to cost-effective staffing and staff matters as such. External counsel shall consult with the OUC about the proposed team of external counsel on a specific matter or area of work. If there is a change in representation being considered, external counsel should consult with the OUC prior to matters being assigned or transferred.
(h) Fees and Billingi. If external legal counsel offers legal project management solutions, for any matter estimated to take 25 hours or more, external legal counsel must consult with the OUC on the application of project management for the matter.
ii. For any matter estimated to take 25 hours or more, external legal counsel may be requested to provide a formal budget, using the template provided by the OUC.iii. External legal counsel shall annually provide hourly rates of all staff providing services and note any discounts.
iv. Student time is assumed to be considered non-billable time unless discussed and approved in advance by the University.
v. Any “duplicate” time (e.g., internal or intra-office conference or consultation time, instructions to staff, scheduling, internal staff training, duplicate attendance at meetings or court, or duplicate review of correspondence) not approved in advance, is to be discounted entirely; however, it can be noted on invoices as non-billable time.
vi. Any administrative time (e.g., scheduling, meeting co-ordination) is non-billable time.
vii. Travel time is considered to be non-billable time unless discussed and approved in advance by the University.
viii. External counsel shall not charge for file transfer to University or another counsel.
ix. New accounts are to be opened for each new matter (unless the OUC agrees otherwise) and closed immediately upon completion of the matter.
x. Invoices are to be rendered monthly unless another arrangement is agreed upon by the OUC.
xi. Disbursements are to be billed at the actual cost incurred by external counsel. Disbursements are not to include minor incidentals that are properly viewed as part of external legal counsel’s overhead, including but not limited to routine file maintenance, time checking conflicts, time spent preparing an invoice, proof reading, secretarial time, storage, rent, customary office supplies, internal copying time, cell phone charges, meals, audit checks and subscriptions to online legal services.
xii. All invoices are to be marked “Privileged and Confidential”.
xiii. All invoices are to be addressed and billed to: University of Toronto, Simcoe Hall, Room 109H, 27 King’s College Circle, Toronto, Ontario M5S 1A1, Attention: Kristin Taylor, Office of University Counsel; or sent by email: legalinvoices@utoronto.caxiv. All invoices for legal services should incorporate the detailed descriptions of services provided.
xv. All invoices must include the cumulative total fees billed to date for that matter.
xvi. All invoices must include the OUC’s assignment codes, which will be provided by the OUC.
xvii. All invoices must include a non-detailed remittance page.
(i) Policies, Procedures, Guidelines, Rules and Regulations
External legal counsel shall comply with all applicable policies, procedures, guidelines, rules and regulations of the University of Toronto. This includes compliance with the University’s record retention guidelines. - Responsibilities of the Office of University Counsel
(a) The OUC and/or internal client will endeavor to provide clear and timely instructions to external counsel.
(b) External counsel are encouraged to escalate any concerns or questions related to their retainer to the OUC, or more specifically, University Counsel & Chief Legal Officer.
(c) The OUC will receive and review invoices upon receipt and bring any concerns to the attention of external counsel as soon as is practicable.
(d) If there is a dispute regarding billing, OUC will raise concerns with the relationship partner or managing partner of the external firm.
(e) The University shall pay invoices within 45 days from the date of receipt of the invoice. - Other Services
External counsel should consider providing, without charge, continuing education opportunities, training, guest lectures and other similar “value added” services that assist the University’s internal staff development and management of legal compliance and risk.
Further, where appropriate and where based on the law firm’s experience or special knowledge, external counsel are encouraged to provide proactive suggestions that are not file-specific but would aid the University in achieving better legal compliance or risk avoidance. - General
If matters/questions arise that are not covered by these Guidelines, the University encourages external counsel to raise them with any member of OUC. The goal is that internal and external counsel operate in a collegial and professional fashion with the goal of providing the best possible legal advice and representation to their mutual client.