Table Of Contents
  1. GENERAL RETAINER AGREEMENT
  2. STANDARD TERMS AND CONDITIONS
  3. SCHEDULE OF HOURLY RATES
  4. SCHEDULE OF FEES

GENERAL RETAINER AGREEMENT

 We (the “Client” or “Clients” if more than one) hereby retain BEFFA LAW PROFESSIONAL CORPORATION (“BLPC”) as our lawyers for legal advice and representation on the following “Retainer” (please fill in the services you would like):

Subject to our written instructions, we request that BLPC take any actions that BLPC deems necessary and appropriate to assist us in completing the Retainer.  

Legal Fees and Disbursements: In exchange for completing the Retainer, the Client agrees to pay BLPC legal fees calculated based on (1) billable hours required to complete the matter multiplied by the applicable hourly rates in the attached Schedule of Hourly Rates or (2)  Flat Fees as per the attached Schedule of Flat Fees.  In addition to legal fees, the Client will pay any disbursements plus applicable harmonized sales tax.

Invoicing and Unpaid Accounts: BLPC will invoice the Client for legal fees, disbursements, and applicable taxes.  In the event that accounts remain unpaid for more than 30 days, BLPC may (in its discretion) charge the Client interest at rates permitted under the Solicitor’s Act (Ontario). 

Prepaid Fees: BLPC may request that the Client provide an initial financial retainer as a prepayment of legal fees, disbursements, and taxes.   The prepayment may be provided by certified cheque, wire transfer, bank draft, electronic transfer, or other payment method acceptable to BLPC.  However, BLPC will not accept cash in excess of $1,000.00.  The Client authorizes and directs BLPC to hold the prepayment certified cheque amount in its general trust account.  Upon written request from BLPC, the Client agrees to replenish this financial retainer within 3 business days.    

Agreement Components – The Client and BLPC agree that this General Retainer Agreement (the “Agreement”) consists of:

  1. This General Retainer Agreement cover page;
  2. BLPC’s Standard Terms and Conditions;
  3. BLPC’s Schedule of Hourly Rates;
  4. BLPC’s Schedule of Flat Fees;
  5. Any other schedules added to this Agreement and initialed by the parties hereto; and Signing Pages for BLPC and the Client(s).

BEFFA LAW PROFESSIONAL CORPORATION (BLPC)

STANDARD TERMS AND CONDITIONS

1. START  

The parties intend that this Agreement not be for a set term.  Instead, this Agreement starts on the day it is signed by each Client and by BLPC, and will continue until any party notifies in writing the other party or parties of his, her, or their intention to terminate. The following will apply: 

  1. Where there is only one Client, a notice from the Client will terminate this Agreement immediately;
  2. Where there is more than one Client and one Client provides the notice, that Client will be released from this Agreement. The remainder of the parties will remain bound, and this Agreement will continue in force until each and every Client provides such a notice. Once all the Clients provide notice, this Agreement will terminate immediately; and 
  3. This Agreement will be deemed expired and cease to be of further force once BLPC confirms to the Client in writing that all the legal work on the Retainer is done.
    Termination or expiry of this Agreement will be subject to Article 10 (End of Retainer).   

2. EXPECTATION OF CLIENT INTEGRITY 

The Client understands that the solicitor/client relationship contemplated in this Agreement is one based on utmost trust, confidence, and respect.  BLPC expects the highest degree of integrity and ethical conduct from the Client.  BLPC also expects the Client to provide honest, accurate, and complete answers to all questions from BLPC lawyers concerning the Retainer, and provide BLPC with complete and accurate copies of documents and other items.  To that end, the Client will:

  1. Accurately complete any standard Client Intake forms and other matter-specific forms that BLPC lawyers require throughout the retainer;
  2. Provide accurate copies of any government-issued identification or corporate documents that BLPC needs to properly identify the Client;
  3. Provide complete and accurate copies of legal documents pertinent to the Retainer, such as previous wills, corporate minute books, contracts, real estate agreements, and court documents;
  4. Refrain from sharing any BLPC e-mails, letters, or other solicitor/client privileged items with anyone except professional advisors or other individuals having a need-to-know such information.

BLPC will consider it a failure to meet the standards of integrity and ethical conduct set out in this paragraph where the Client misleads BLPC during the Retainer, knowingly provides BLPC with any false information, or intentionally withholds from BLPC relevant information concerning the Retainer.

3. CONFLICTS OF INTEREST 

3.1. No Conflicts:  It is of utmost importance that the Retainer in no way place BLPC in a conflict of interest as defined under the Rules of Professional Conduct from the Law Society of Ontario (“RPC” or “Rules of Professional Conduct”).  The Client acknowledges that BLPC may have to disqualify itself from the Retainer if BLPC finds itself in such a conflict.  Should a conflict arise, whether before or during the Retainer, BLPC will only act if permitted to do so under the Rules of Professional Conduct.

3.2. Joint Retainer:  Where more than one Client has retained BLPC to act on the Retainer, each Client acknowledges that:

  1. Each Client has asked BLPC to act for all of them and each Client will be jointly and severally liable for all obligations of the Client under this Agreement;
  2. No information received in connection with the Retainer from one Client can be treated as confidential so far as any other Client is concerned;
  3. If a conflict develops that cannot be resolved, BLPC cannot continue to act for each Client jointly and may have to withdraw from the Retainer completely;
  4. Where BLPC has a continuing relationship with one Client, it has disclosed that relationship to each of the other Clients and advised those Clients to obtain independent legal advice. Each Client hereby consents to BLPC acting on the Retainer on a joint retainer basis.  

The joint retainer contemplated above is subject to the Rules of Professional Conduct of the Law Society of Ontario. Where those Rules so permit, BLPC may, in writing, waive compliance with any one or more of items (a) to (d) of this paragraph 3.2.  

3.3. Business Entity:  Where the parties to this Agreement include a corporation, partnership, trust, or other entity that operates a business (“Business”), along with the shareholders, partners, or other individuals controlling the Business (“Business official representatives”), the following shall apply.  BLPC may, by indicating so on the cover page, structure the Retainer so that BLPC’s sole client is the Business. In such circumstances, the Retainer shall not be a joint retainer as per Section 3.2. Instead, the Business official representatives will be parties to this Agreement as guarantors. The Business’s official representatives will jointly and severally personally guarantee the obligations of the Business to BLPC under this Agreement. The Business official representatives will not be clients of BLPC, and BLPC will have no solicitor/client obligations to them.  

3.4. Joint Wills:  Where BLPC receives instructions from spouses in connection with a Retainer involving Wills, Powers of Attorney, trusts, estate planning, or like matters, the Retainer shall be deemed a joint retainer as contemplated in Section 3.2 above.  It shall be considered a conflict requiring BLPC to withdraw from the Retainer where one spouse provides instructions that contradict those of the other spouse.  BLPC will only act if both spouses provide consistent mutual instructions.

4. SERVICE STANDARDS

4.1. Standard of Care:  When completing the Retainer, BLPC will provide a competent lawyer and competent legal staff to faithfully and diligently provide legal work required to complete the Retainer to a standard that meets or exceeds the applicable standards required of a lawyer in Ontario, Canada. This includes:  

  1. Keeping all information from the Client confidential as required by the Rules of Professional Conduct;
  2. Using professional judgement to apply the law to the Client’s circumstances;
  3. Providing an honest opinion on the Client’s legal position and candid advice on complying with the law;
  4. Effectively and zealously representing the Client’s interest during the Retainer;
  5. Rendering the services under the Retainer in accordance with any applicable rules and practice guidelines established by the Law Society of Ontario; and
  6. At all times, behaving honestly and ethically with due regard for the safety, health, and well-being of those individuals around during the Retainer.

4.2 Advice Based on Canadian Law:  All legal advice on the Retainer will be based on Ontario laws and the laws of Canada as applicable. 

4.3. Foreign Law:  Where the Retainer is affected by the laws of a foreign jurisdiction (including the United States of America or Europe), each Client acknowledges that, unless otherwise indicated in writing, BLPC is neither competent nor insured to provide advice on foreign law.  The Client may elect to retain a foreign lawyer qualified in the relevant jurisdiction for legal advice and services on any foreign law aspects of the Retainer.  

5. CONTROL OF RETAINER

So long as BLPC complies with this Agreement, each Client acknowledges that BLPC may complete the Retainer in such manner as BLPC sees fit without interference or control by the Client.  This includes:

  1. Determining what documents and items BLPC will require, and other items it needs to review in order to effectively complete the matter. This includes contracts, minute books, e-mails, letters, computer data, videos, and any other item BLPC deems relevant to the retainer;  
  2. Monitoring changes in the law and changes in the circumstances. This also includes  determining, in BLPC’s professional judgement, if those changes affect the Retainer and should be communicated to the Client;
  3. The frequency and method (such as by telephone or e-mail) of communications with the Client on the status of the Retainer. Additionally, the Client consents to the use of e-mail and electronic communication throughout the Retainer with full understanding that electronic communication is inherently insecure.  The Clients will notify BLPC in writing if they do not wish to communicate electronically. All confidential documents and information shall be sent through the client’s secure portal.
  4. Internally delegating any aspect of the matter to secretaries, clerks or other lawyers within BLPC; and 
  5. Determining how much time will be required to complete the matter for the purpose of calculating the applicable amount of billable hours to be applied to the Retainer.

6. OUTSIDE SERVICES

Throughout the course of the Retainer, BLPC may engage third-party service providers, including conveyancers, couriers, process servers, and others, to prepare, deliver, file or otherwise handle documents and materials relevant to legal services rendered.  The Client hereby consents to the use of such third-party services when BLPC deems it appropriate to do so.  BLPC will, on a best efforts basis, ensure that it only shares Client information with the third parties as necessary to complete the services.   Any third-party service charges will be added to the Client’s invoice as a disbursement.  

7. NEWSLETTERS AND BLOGS

From time to time, BLPC may produce newsletters, blogs, and other information items describing changes in the law of general interest.   BLPC will only send these items to the Client on consent, and the Client may provide that consent by e-mail or by subscribing to the relevant information service. It is the Client’s responsibility to review these items and advise BLPC to initiate any analysis as to whether such items will affect the Retainer.  

8. PAYMENT

8.1. Estimates:  Upon request, BLPC may provide an estimate of the potential legal fees and disbursements to the Retainer. The Client acknowledges that such estimates are BLPC’s best guess as to the potential costs.  The estimates are, by nature, inexact, as BLPC cannot predict in advance how the Retainer will unfold and exactly what legal services will be required.   The estimate, under no circumstances, qualifies as a flat fee or upper limit to potential fees.  Clients rely on such estimates at their own risk.

8.2. Disbursements:  In addition to legal fees, the Client agrees to reimburse BLPC for all disbursements incurred in the course of completing the Retainer.  Disbursements are costs incurred by BLPC on the Client’s behalf to complete the Retainer.  These include items like software costs, photocopy expenses, government filing fees and third-party search costs, registration costs, land transfer tax, title insurance fees, etc.  Disbursements can also include any travel costs incurred by any lawyer who is completing work on the Retainer, if applicable.   

8.3. Flat Fee Services:  From time to time, BLPC may offer to provide certain services under the Retainer at a flat fee.   In those cases, BLPC will ask the Client to fill out a separate information form that includes specific details about the flat-fee service and the cost.  All such services will be subject to this Agreement. The flat fee quoted for this matter is based on the assumption that no unusual complications will arise during its handling. Should the matter involve unforeseen complexities, delays, or additional work beyond what was reasonably anticipated—and which are outside the control of BLPC—we reserve the right to transition to the lawyer’s standard hourly rate. This adjustment will reflect the additional time and effort required to complete the matter effectively.

8.4. Invoicing:  All legal fees, disbursements, and taxes will be set out on an invoice and sent to the Client by BLPC.  Clients are jointly and severally liable for such payments immediately upon receipt. Each invoice will be considered final and binding unless each Client specifically notifies BLPC in writing of any dispute with respect to an invoice within 60 days after it is rendered. 

8.5. Security Interest:  The Client hereby grants BLPC a security interest in any current or after-acquired money, documents, or other property (whether tangible or intangible) that may come under BLPC’s possession or control.  The security interest is for satisfaction of any obligations owing by the Client to BLPC, and includes non-payment of legal fees.   The security interest given to BLPC hereunder shall constitute a purchase-money security interest in accordance with the Personal Property Security Act (Ontario).

8.6. Canadian Funds:  Unless otherwise indicated by BLPC in writing, all amounts payable by the Client pursuant to the terms of this Agreement are payable in Canadian currency.  

9. TRUST ACCOUNTS

9.1. General Trust:  BLPC will place into its general trust account any money received from the Client, or on the Client’s behalf.  The Client acknowledges that any interest earned on money in the general trust account is remitted directly to the Law Foundation of Ontario.    

9.2. Use of Trust Funds:  In connection with any funds held in trust for the Client, when BLPC is authorized to release the funds, the Client hereby authorizes BLPC to apply such monies: 

9.3.

  1. first in payment of any outstanding accounts for fees, disbursements, taxes, and interest rendered by BLPC;
  2. second in payment to any other authorized third party who has rendered services on behalf of the Client; and
  3. the balance shall be remitted to the Client or as the Client may direct. Law Society Trust Account Rules: The Client acknowledges that BLPC must administer its trust accounts in strict with the by-laws and rules of the Law Society of Ontario.  

10. END OF RETAINER 

10.1. Termination or Expiry:  This Agreement will terminate before the Retainer is complete on notice from the Client in accordance with Article 1 (Start), or from BLPC in accordance with Section 10.2.  It will expire once BLPC completes the legal work on the Retainer as contemplated in  10 c).   

10.2. Withdrawal of Services:  Where BLPC terminates this Agreement, it will provide reasonable advance prior written notice of termination, where the notice length is determined by BLPC in its discretion in accordance with the Rules of Professional Conduct.   BLPC may only terminate this Agreement with good cause.  In this Agreement term good cause includes: 

  1. a conflict of interest that disqualifies BLPC from acting;
  2. a breach by the Client of this Agreement;  
  3. serious loss of confidence between BLPC and the Client as determined by BLPC in its reasonably exercised discretion; or
  4. the Client taking action contrary to BLPC’s advice at least twice during the Retainer.
    • Transition to New Counsel: In the event of termination of this Agreement, BLPC will send the Client a final invoice for all services on the Retainer up to the termination date.   BLPC will also deliver to the Client or at the Client’s direction its new lawyers, those documents and files in BLPC’s possession that are the Client’s property.  Release of the Client’s property will be subject to payment of BLPC’s invoices.  

10.4. File Retention and Destruction:  After this Agreement terminates or expires, BLPC will close all files relating to the Retainer in accordance with its File Retention and Destruction policy.  The file will be stored off-site for a period of 2 years and then destroyed.   In the event that the Client and BLPC agree to extract the file from off-site storage and reopen it, the Client will be required to pay an administrative fee over and above any legal fees in connection with the Retainer.   This clause will survive the termination of this Agreement indefinitely.   

11. INDEMNIFICATION

The Client shall indemnify and save BLPC, its lawyers, and employees harmless from any and all losses, costs, liabilities, and expenses (including legal costs) in connection with:  

  1. A breach by the Client of this Agreement (including any third-party legal proceedings arising out of that breach);
  2. A claim against BLPC from a third party arising out of BLPC’s representation of the Client on the Retainer. Provided that the indemnity in this subparagraph will not apply if the third-party claim is a direct result of a breach of this Agreement by BLPC or professional negligence on the part of BLPC.   

This paragraph will survive the termination or expiry of this Agreement for a period of 2 years.  

12. GENERAL TERMS 

12.1. Interpretation: Save and except as expressly contemplated herein (such as notices or written instructions), this Agreement constitutes the entire codification of the parties’ agreement, and it is agreed that there are no representations, warranties, collateral agreements, or conditions affecting this Agreement other than as expressed herein in writing.   This Agreement shall enure to the benefit of any heirs, estate trustees, legal personal representatives, and successors as applicable. In the event that any one or more term(s) contained herein is declared unenforceable or invalid for any reason, said term(s) shall be severed from the remainder of the Agreement.   The failure of any party to insist upon the strict performance of an obligation hereunder shall not be a waiver of such party’s right to demand strict performance in the future.  All waivers shall be in writing. And any reference to “days” herein shall mean calendar days, and not business days, unless expressly set out to the contrary.   

13.2. Amendments:  This Agreement shall not be amended or modified except by written agreement signed by all the parties hereto.  

13.3. Force Majeure: Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of that party, including power failures, blizzards and inclement weather, traffic, banking delays, pandemic, and other acts of God.   A party’s performance in such circumstances will be deferred for the period of delay.   Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from the balance of the Agreement as contemplated in the above section 12. 1(Interpretation).   The parties will be excused from performing the severed terms on the basis of frustration.   Where it is BLPC who cannot perform, the term will be expressly excluded from BLPC’s duty of care to the client and BLPC’s scope of liability for negligence.

12.4. Assignment: The Client may not assign this Agreement to any other person without the written consent of BLPC.  

12.5. Notices: Notices hereunder shall be in writing and will be sufficiently given if delivered by personal service, courier, facsimile, electronic mail, or any other manner providing the sending party with written evidence that the notice was in fact delivered.  Such evidence may include (without restricting the generality of the foregoing) a courier tracking receipt, a fax confirmation, an automated e-mail delivery receipt confirmation, or a message sent by the receiving party confirming receipt of the notice. 

SCHEDULE OF HOURLY RATES

LAWYERS

HOURLY RATES

Brindusa Monica Beffa

$390/hour

 

 

These rates are effective as of the date of this agreement.

SCHEDULE OF FEES

MATTER

FEE

Single Will Package

$699 + tax

Couples Will Package

$1299 + tax

General Power of Attorney

$395 + tax

Power of Attorney Personal Care / Property

$249 + tax

Power of Attorney Package

$449 + tax

Special Power of Attorney

$395 + tax

These rates are effective as of the date of this agreement.