Instructions Specific to This Exam

1. This examination contains one question worth a total of 100 marks.

2. You will be assessed primarily on your knowledge of the Federation of Law Societies of Canada Model Code of Professional Conduct, the relevant assigned cases and other materials identified in the syllabus, together with your ability to recognize professional-responsibility issues, identify the lawyer’s competing obligations and explain how those obligations should be discharged in practice.

3. No marks are awarded for merely reproducing or summarizing the facts. Your answer should identify the professional issue, state the governing rule or principle, apply it to the facts and provide a reasoned conclusion.

4. For purposes of this examination, apply the Model Code as the principal professional-conduct framework. Do not discuss variations among provincial or territorial codes unless the question expressly requires you to do so.

5. Do not provide a general essay on legal ethics. Address the issues reasonably raised by the facts and the practical steps the lawyers should take.

6. Full case citations are not required for assigned authorities. Where relevant, identify the Model Code rule, case or professional principle with sufficient precision to demonstrate knowledge of the governing law.

7. You are asked to prepare a memorandum of law. You do not need to spend examination time constructing formal memorandum headings such as “To,” “From,” “Date” or “Re.” Marks are awarded for substantive analysis.

8. In determining whether a lawyer-client relationship exists, do not assume that a signed retainer agreement or payment of a fee is essential. Consider the communications between the parties, the nature of the advice sought and given and the reasonable expectations created by the lawyer’s conduct.

9. Distinguish carefully between:

   • the ethical duty of confidentiality;

   • solicitor-client privilege;

   • information that may be shared among joint clients;

   • duties owed to former clients; and

   • the limited circumstances in which confidential information may lawfully be disclosed.

10. Where a lawyer acts for an organization, identify who the client is. The interests of directors, officers, employees and shareholders are not automatically identical to the interests of the organization.

11. In addressing conflicts, consider both:

• duties of loyalty owed to current clients; and

• the continuing protection of confidential information received from former clients.

Do not assume that an advance conflict waiver resolves every later conflict.

12. In addressing advocacy, distinguish legitimate witness preparation and forceful representation from conduct that would knowingly mislead a tribunal, present false evidence or assist a client in dishonesty or fraud.

13. In addressing negotiation, distinguish legitimate bargaining and the withholding of information that a lawyer is not legally required to volunteer from an affirmative statement that is false or materially misleading.

14. Where withdrawal is considered, address both whether withdrawal is permitted or required and how the lawyer must withdraw without unnecessarily prejudicing the client or improperly revealing confidential information.

15. Do not address the substantive law governing medical-device regulation, product liability, securities law, criminal liability, civil discovery or damages for professional negligence. Assume that any regulator or tribunal mentioned below has lawful jurisdiction over the underlying proceeding.

16. Write a clear and organized answer in complete sentences.

QUESTION

FACTS

Novaris Infusion Systems Inc. (“Novaris”) is a Canadian medical-technology company that manufactures computerized infusion pumps used in hospitals and by patients receiving medication at home.

Its newest product is the NexaOne Pump.

The pump automatically adjusts medication delivery using embedded software.

Novaris markets the NexaOne throughout Canada.

In January 2026, Health Canada contacted Novaris after receiving reports that several pumps had unexpectedly increased medication delivery following a software update.

No recall had yet been ordered.

Novaris’s board was concerned that the issue could lead to:

• regulatory proceedings;

• civil claims;

• significant reputational damage; and

• possible scrutiny of the information Novaris had provided during the product-approval process.

The day before the board retained outside counsel, Novaris’s chief executive officer, Callum Breen, telephoned Leonie Faulk, a litigation partner at Kershaw & Baird LLP (“K&B”).

Callum and Leonie had met several times at industry events.

Callum began the call by saying:

“Before the company brings anyone in, I need personal advice. I need to know where I stand if this becomes about me.”

Leonie responded:

“I have not opened a file or completed a conflict check, so I cannot formally confirm a retainer yet. But tell me what happened and I can at least help you understand what you should be worried about.”

The call lasted approximately 55 minutes.

Callum told Leonie that, during development of the NexaOne, engineers had reported several unexpected medication-delivery events.

He said he had become concerned that:

“the safety people were letting statistically meaningless anomalies derail the launch.”

He then said:

“I told the team to clean up the submission package. There were a few ugly results I did not want going to the regulator unless they were actually significant.”

Callum asked:

“If somebody finds those emails, am I personally exposed?”

Leonie told him that she could not give a definitive answer until she reviewed the documents but advised:

“Do not delete anything. Do not tell anyone to change the record. And before you speak to the regulator, you should have counsel.”

Callum thanked her and said:

“That is exactly why I called you. Keep this between us.”

Leonie replied:

“Of course.”

No engagement letter was signed.

No invoice was issued.

The following morning, Novaris’s board retained K&B to represent the company in connection with:

• the Health Canada inquiry;

• threatened civil claims; and

• an internal investigation into the NexaOne approval process.

The board chair, Mireille Dastur, also asked K&B to represent Callum personally.

Mireille said:

“Right now the company and Callum want the same thing. We need one team, not three sets of lawyers.”

Leonie did not tell the board what Callum had said during the previous day’s call.

K&B prepared a joint engagement letter.

It stated:

“Kershaw & Baird LLP represents Novaris Infusion Systems Inc. and Callum Breen jointly in connection with the NexaOne regulatory inquiry and related matters.”

The letter further stated:

“Information material to the joint representation may be shared among the joint clients and neither joint client should expect information provided to K&B in the joint matter to be withheld from the other.”

The letter also provided:

“If a conflict subsequently arises, K&B may withdraw from representing one or both clients. Each client consents in advance to K&B continuing to act for Novaris if K&B determines that continued representation is professionally permissible.”

Callum signed the letter.

No lawyer from K&B advised him to obtain independent legal advice concerning the joint retainer or the advance conflict clause.

When Callum asked Leonie whether he needed another lawyer to review it, she said:

“You are free to get one, but this is a standard joint-representation letter and I do not see a reason to complicate things right now.”

The internal investigation began immediately.

K&B associate Tobias Wren interviewed a Novaris software engineer, Kara Vell.

Before the interview Kara asked:

“Are you my lawyer too, or are you only here for Novaris?”

Tobias replied:

“We are all trying to get to the bottom of the same problem. This is a confidential internal investigation. You can speak freely.”

He did not expressly tell Kara that K&B represented Novaris rather than her personally.

Kara then said:

“I changed one of the safety tables before it was sent to Health Canada. Callum told me the anomalous cases were misleading and should come out. I did it because I thought refusing would end my career.”

Kara also disclosed that she had retained a personal copy of the original dataset because:

“I was afraid someone would eventually blame me.”

At the end of the interview she asked:

“You are not going to let them fire me over this, right?”

Tobias answered:

“I cannot promise what the company will do, but I will make sure the situation is handled properly.”

Kara left believing that Tobias had been acting at least partly in her interests.

Tobias believed he had interviewed her solely as counsel for Novaris.

Several days later, K&B obtained copies of Novaris emails from the company’s servers.

One email from Callum to Kara stated:

“Cases 18–26 are noise. Remove them from the regulator package. We cannot let this launch get killed by statistical junk.”

Another stated:

“Do not turn this into a board issue. I am making the call.”

An internal technical report also showed that several of the removed incidents had involved substantial medication overdoses during testing.

Tobias prepared a report concluding that there was a serious possibility that Novaris’s regulatory submission had been materially incomplete.

Leonie met privately with Callum.

She showed him the emails.

Callum said:

“You know what I meant. I was not telling anyone to deceive the regulator. I was making a scientific judgment.”

Leonie reminded him of what he had told her during their first telephone call.

Callum immediately said:

“That conversation was personal. You cannot use that against me or tell the board about it.”

He instructed her:

“The board gets the company emails. It does not get anything I told you privately before there was a Novaris retainer.”

Leonie then met with Mireille.

Without disclosing Callum’s earlier personal statements, she explained that the corporate records raised serious concerns about senior-management involvement.

Mireille responded:

“Then we need to protect the company. If Callum acted improperly, that becomes his problem.”

She instructed K&B to advise the board on:

• suspending Callum;

• reporting the document issue to Health Canada; and

• preserving possible claims by Novaris against him.

Leonie told Mireille that K&B might have a conflict because it also represented Callum.

Mireille responded:

“He already signed the waiver. Keep representing the company. If he needs his own lawyer now, that is his problem.”

K&B’s managing partner, Gerard Kersey, became involved.

Novaris was one of the firm’s largest clients.

Gerard told Leonie:

“This file will generate well over a million dollars in fees. Do not surrender the company because the CEO suddenly has a problem. The engagement letter was written for exactly this situation.”

Leonie said she was concerned that Callum had provided personal confidential information before the joint retainer.

Gerard replied:

“There was no signed retainer and he never paid us. The corporation is the real client that matters.”

K&B did not immediately withdraw from either representation.

Two days later, Novaris’s board decided in principle to disclose the omitted data to Health Canada and issue a voluntary software update.

Before the board meeting ended, Callum asked Leonie to speak privately.

He was visibly angry.

He said:

“They are going to destroy me to save themselves.”

Callum retained administrator credentials that allowed him to interrupt remote distribution of the NexaOne safety update.

He told Leonie:

“If they suspend me tomorrow, I am cancelling the update before I leave. The old software can stay out there for a few days. Maybe a few patients end up in an emergency room. Then the board can explain why firing me was such a great idea.”

Leonie responded:

“You cannot do that.”

Callum said:

“I am not asking for advice. I am telling my lawyer something in confidence. You cannot repeat it.”

Leonie believed Callum was serious.

The update was scheduled to begin at 8:00 a.m. the following morning.

Approximately 14,000 NexaOne pumps remained in active use.

Leonie knew that medication-delivery errors could cause serious bodily injury and, in an extreme case, death.

Later that evening, Novaris disabled Callum’s administrator credentials.

Callum had not been told in advance.

The following week, the board formally suspended him.

It instructed K&B to continue acting for Novaris.

Callum retained independent counsel and demanded that K&B immediately stop acting for the company.

His new lawyer wrote:

“K&B obtained highly confidential information from Mr. Breen personally before the corporate retainer and subsequently represented him in the very matter in which Novaris now seeks to blame him. The firm cannot simply switch sides.”

Gerard maintained that the advance consent clause allowed K&B to remain.

The firm continued acting for Novaris while the issue remained unresolved.

Health Canada then commenced a formal administrative proceeding concerning the NexaOne disclosures.

Novaris intended to contest any suggestion that the company had deliberately concealed safety information.

Mireille told Leonie:

“Our position is that whatever happened was Callum’s personal decision. The company did not authorize it.”

Novaris’s vice-president of regulatory affairs, Jessa Nair, was expected to provide an affidavit.

Jessa had been copied on one of Callum’s emails concerning removal of the test incidents.

During K&B’s internal investigation, she had told Tobias:

“I understood Callum wanted those incidents out because he did not want Health Canada asking questions before launch.”

When shown a draft affidavit several weeks later, Jessa became nervous.

She told Leonie:

“I do not want to say I knew the regulator was being misled. I have a family and a career.”

Mireille then proposed the following statement for Jessa’s affidavit:

“Before K&B’s internal investigation, I was unaware that any member of Novaris senior management had directed the removal of safety information from material submitted to Health Canada.”

Leonie told Mireille that the statement was inconsistent with Jessa’s earlier interview and with the email record.

Mireille responded:

“Jessa did not know Callum thought the information was legally required. The sentence is defensible if you read it carefully.”

Jessa later told Leonie privately:

“If you need me to swear it, I will. I will just say I do not remember the earlier conversation.”

Mireille instructed K&B to finalize the affidavit.

She said:

“Do not turn an ambiguous memory issue into an admission of corporate misconduct.”

At approximately the same time, Novaris entered settlement discussions with a group of NexaOne users.

No court order or procedural rule then required Novaris to disclose particular documents or adverse-event information during the voluntary negotiations.

Counsel for the users, Damon Krell, asked Leonie directly:

“Since commercial launch, has Novaris identified any additional medically documented overdose event associated with the software issue?”

Leonie knew that Novaris’s records contained 11 post-launch incidents involving hospital treatment.

The company had not yet determined whether every incident had been caused by the software defect.

Mireille instructed Leonie:

“Tell him we have no confirmed additional cases. That is technically true because our causation review is not finished.”

The internal incident reports themselves described each event as:

“probable NexaOne delivery malfunction.”

Mireille continued:

“We do not have to volunteer our whole file in a settlement discussion. That is what negotiation is.”

Leonie had not yet answered Damon’s question.

Several days later, Health Canada scheduled its principal hearing for nine days away.

Leonie told the board that K&B might have to withdraw if Novaris insisted upon using Jessa’s proposed affidavit.

Mireille responded:

“If you withdraw now, you will cause enormous prejudice. You have handled this investigation for months. No new law firm can learn the record in nine days.”

She also stated:

“We are not asking you to lie. We are asking you to advocate.”

Gerard again urged Leonie to remain.

He said:

“Do not create a professional-conduct crisis where there does not need to be one. If the tribunal dislikes the affidavit, opposing counsel can cross-examine on it.”

The board also instructed K&B to prepare a public statement for release after the hearing.

The draft stated:

“Novaris has determined that any improper exclusion of test information was the unauthorized conduct of its former chief executive officer.”

Mireille told Leonie:

“You know from your first conversation with Callum that he was worried about those missing results. That makes the statement even safer. If a reporter asks whether Callum admitted knowing what he was doing, you can confirm it.”

Leonie said:

“That first conversation may be confidential.”

Mireille replied:

“He was calling you about a Novaris problem. There was no retainer. We are the client now.”

Kara also learned that Novaris intended to dismiss her.

She wrote to Tobias:

“You told me the investigation was confidential and that you would make sure this was handled properly. If you were never my lawyer, you should have said so before I admitted what I did.”

K&B has now requested urgent internal ethics advice.

The firm wants to know:

• whether it may continue representing Novaris;

• what, if anything, it may disclose about Callum’s communications;

• how it should respond to Callum’s threat concerning the software update;

• whether it may use Jessa’s affidavit;

• how Leonie may respond in the settlement negotiations;

• whether withdrawal is permitted or required; and

• whether its dealings with Kara created additional professional obligations.

For purposes of this examination, assume that no statute or court order independently compels K&B to disclose Callum’s private communications or Kara’s interview.

QUESTION

The senior partner responsible for professional standards at Kershaw & Baird LLP asks you to prepare a brief but comprehensive memorandum advising the firm on the significant professional-responsibility issues arising from this sequence of events.

Your memorandum should identify who K&B represented at the relevant stages, assess the confidentiality and conflict issues affecting the firm, explain the professional obligations arising from its representation of an organization and its dealings with individual constituents, and advise how the lawyers should respond to the threatened patient harm, the proposed affidavit, the settlement discussion and the possibility of withdrawal.

Where the firm’s duties to Novaris, Callum, Kara, the tribunal or the administration of justice may conflict, identify the source and priority of those obligations and the practical steps the lawyers should take.

100 MARKS

THE BRICKAM EXPLANATION

1. The Analysis Begins by Identifying the Client at Each Stage

The most important mistake K&B could make is to treat:

• Novaris;

• Callum;

• Kara; and

• every person connected with Novaris

as though they constituted one client.

They do not.

An organization is legally and professionally distinct from the individuals through whom it acts.

A lawyer acting for an organization does not automatically act for:

• its chief executive;

• directors;

• officers;

• employees; or

• shareholders.

At the same time, a lawyer can separately undertake to represent an individual constituent.

K&B did exactly that when it expressly agreed to represent Callum jointly with Novaris.

The difficult questions are whether an earlier personal relationship with Callum had already arisen and whether Tobias’s conduct created reasonable expectations in Kara.

Callum’s Initial Consultation

2. A Formal Retainer Agreement Is Not Essential to the Formation of a Lawyer-Client Relationship

Gerard’s statement that:

“There was no signed retainer and he never paid us”

is too simplistic.

A lawyer-client relationship may arise from the parties’ conduct and reasonable expectations even without:

• a signed engagement letter;

• an opened billing file; or

• payment.

The relevant considerations include:

• whether legal advice was sought;

• whether individualized legal advice was provided;

• whether the lawyer knew the person was seeking advice in a personal capacity;

• what the lawyer said about the relationship; and

• whether the person reasonably understood the communication to be confidential.

3. There Is a Strong Argument That Leonie Was Personally Advising Callum

Callum expressly began:

“I need personal advice.”

He asked about his own exposure.

Leonie then:

• listened to detailed confidential facts;

• discussed his personal legal risks;

• advised him not to destroy information; and

• advised him to obtain counsel before speaking to the regulator.

This went materially beyond:

“I cannot advise you until we complete a conflict check.”

Leonie did say that she could not “formally confirm a retainer.”

That assists K&B.

But the word formally does not necessarily prevent the professional relationship from arising where substantive legal advice is nevertheless given.

4. Leonie’s Assurance of Confidentiality Is Particularly Important

Callum said:

“Keep this between us.”

Leonie answered:

“Of course.”

That response strongly supports his reasonable understanding that his disclosure was being received confidentially.

K&B therefore faces a substantial likelihood that professional confidentiality obligations attached to the consultation even if a complete continuing retainer had not yet been established.

5. Solicitor-Client Privilege and Ethical Confidentiality Are Related but Distinct

K&B must distinguish the two concepts.

Solicitor-client privilege is an evidentiary and substantive legal protection attaching to confidential communications made for the purpose of obtaining or giving legal advice.

The professional duty of confidentiality is broader.

It governs a lawyer’s ethical use and disclosure of information concerning clients and may apply to information beyond communications that would ultimately satisfy every requirement of privilege.

Accordingly, K&B cannot reason:

“If privilege is contestable because there was no signed retainer, we may disclose the information.”

That does not follow.

6. The Initial Call Is Likely Protected

Callum sought legal advice in confidence concerning his personal position.

Leonie provided individualized advice.

No third party was present.

The communication therefore has a strong claim to solicitor-client privilege as well as professional confidentiality.

At minimum, K&B should treat it as confidential unless and until a proper legal basis for disclosure is established.

The Joint Retainer

7. Joint Representation Was Not Necessarily Improper at the Beginning

A lawyer may act jointly for clients whose interests are genuinely aligned if the lawyer complies with the applicable conflict rules and obtains the required informed consent.

When the joint retainer was created:

• Novaris wanted to respond to the regulatory inquiry;

• Callum remained CEO;

• both wanted to defend the company’s submission; and

• no formal adverse claim had yet been asserted between them.

There was therefore at least a plausible period during which joint representation could be professionally permissible.

8. But the Conflict Risk Was Obvious From the Outset

Leonie already knew that Callum personally feared exposure arising from his instructions about the safety data.

That made divergence between:

the company’s interests

and:

the CEO’s personal interests

highly foreseeable.

If Novaris discovered that Callum had directed material information to be removed, the company might protect itself by:

• blaming him;

• terminating him;

• disclosing his conduct;

• cooperating with regulators; or

• suing him.

The joint representation was therefore unusually conflict-prone from its inception.

9. Callum Needed a Meaningful Explanation of the Risks

The Model Code’s conflict rules require more than obtaining a signature.

Consent must be sufficiently informed.

Callum should have understood that joint representation could affect:

• confidentiality between the joint clients;

• the firm’s ability to continue acting;

• use of information learned during the joint representation; and

• what would happen if Novaris later blamed him personally.

Leonie instead minimized the need for independent advice by saying:

“I do not see a reason to complicate things right now.”

That fact weakens K&B’s reliance on Callum’s consent.

10. The Advance Waiver Is Not a Blank Cheque

The clause purports to authorize K&B to continue representing Novaris after a future conflict.

Advance consent can be relevant.

Its effectiveness depends upon whether the client understood the nature of the future conflict with sufficient specificity.

A general clause cannot necessarily convert a fundamentally disloyal representation into a permissible one.

The more serious and foreseeable the conflict, the more important meaningful disclosure becomes.

11. The Conflict Authorities Emphasize Loyalty as a Central Professional Value

The cases identified in the syllabus—including MacDonald Estate v. Martin, R. v. Neil, Strother v. 3464920 Canada Inc. and Canadian National Railway Co. v. McKercher LLP—demonstrate that conflicts doctrine protects more than confidential information.

It also protects:

• loyalty;

• commitment to the client’s cause;

• confidence in the lawyer-client relationship; and

• the administration of justice.

K&B therefore cannot resolve the matter merely by asking:

“Can we technically keep Callum’s secrets?”

The firm must also ask whether it can loyally act against a person whom it represents or recently represented in the same matter.

Kara’s Interview

12. Tobias Should Have Clearly Identified His Client

Kara directly asked:

“Are you my lawyer too?”

That was the precise moment when Tobias needed to explain:

“I represent Novaris, not you.”

Instead he said:

“We are all trying to get to the bottom of the same problem.”

That answer was dangerously ambiguous.

Lawyers representing organizations must take care not to allow employees or other constituents to misunderstand who the lawyer represents when their personal interests may diverge from the organization’s.

13. Calling the Investigation “Confidential” Increased the Ambiguity

Tobias told Kara:

“This is a confidential internal investigation. You can speak freely.”

He may have meant:

“The company has engaged counsel and this interview forms part of that work.”

Kara could reasonably have heard:

“What you tell me will be kept confidential for your benefit.”

The distinction should have been made explicit before Kara disclosed potentially self-incriminating or employment-damaging information.

14. Kara Has a Serious Argument That a Personal Lawyer-Client Relationship Was Created

Her position is strengthened by:

• her express question;

• Tobias’s failure to deny acting for her;

• his assurance that she could speak freely;

• her personal disclosure of potentially wrongful conduct; and

• his later statement that he would make sure the situation was handled properly.

The firm can respond that Tobias:

• never expressly accepted a personal retainer;

• was conducting a corporate investigation;

• never gave Kara individualized legal advice; and

• expressly said he could not promise what Novaris would do.

That creates genuine uncertainty.

15. Even If Kara Was Never a Client, Tobias’s Conduct Was Professionally Deficient

K&B does not need to lose the formation issue before a problem exists.

The organizational-client rules require clarity.

Where an employee’s personal interests may conflict with the organization’s, the lawyer should not permit the employee to believe that corporate counsel is protecting the employee personally.

Tobias should have:

• identified Novaris as the client;

• explained that the interview was being conducted for Novaris;

• clarified that the company might use the information;

• avoided giving personal legal advice; and

• advised Kara to obtain independent counsel if her individual interests appeared exposed.

16. K&B Should Treat Kara’s Situation Conservatively

Before using Kara’s admission against her, K&B should determine whether its own conduct created a lawyer-client relationship or other professional restriction.

If a reasonable personal-client relationship arose, using the admission to assist Novaris in terminating or blaming Kara creates an obvious conflict.

Even if no retainer arose, the manner in which the interview was conducted creates serious professional and fairness concerns.

Fresh counsel may be required before Novaris takes adversarial action against her.

Novaris as the Organizational Client

17. Once Novaris Retained K&B, the Organization Was the Client

The lawyer acts for the organization as an entity.

Instructions will ordinarily come through authorized directors or officers, but those individuals are not themselves the organization.

Accordingly:

protecting Callum

and

protecting Novaris

are not synonymous professional obligations.

When their interests diverged, K&B’s duties had to be analyzed separately.

18. The Corporate Emails Belong in a Different Category From Callum’s Personal Consultation

K&B obtained the incriminating emails from Novaris’s own servers while conducting an investigation for Novaris.

Those materials were not disclosed to Leonie by Callum in his personal consultation.

K&B therefore should not allow Callum to treat every adverse fact as his personal secret merely because it concerns him.

The organization is entitled to advice based upon its own records.

That remains true even though the firm separately owes confidentiality duties to Callum.

19. Callum Cannot Require Corporate Counsel to Conceal Novaris’s Own Information From Novaris

The email record suggests potential misconduct by a senior executive affecting the corporation.

Callum’s instruction:

“The board gets the company emails, but not what I told you personally”

correctly identifies a distinction, even if his broader attempt to control the investigation does not.

K&B may advise Novaris concerning:

• the company emails;

• corporate records;

• employee interviews that the firm is lawfully entitled to use; and

• other information acquired for the corporate client.

The pre-retainer personal consultation requires separate protection.

Reporting Misconduct Within an Organization

20. A Lawyer for an Organization Cannot Assist Ongoing Corporate Dishonesty

The Model Code provisions governing organizational clients and client dishonesty are directly engaged.

A lawyer who knows that an organizational client is acting or proposes to act:

• dishonestly;

• fraudulently;

• criminally; or

• illegally

cannot simply follow instructions because they originate from a senior officer.

The lawyer’s role is not to become an instrument through which the organization carries out the wrongdoing.

21. Serious Wrongdoing by Senior Management May Require the Lawyer to Go Up the Organizational Hierarchy

Where the lawyer learns of serious misconduct by someone from whom instructions are normally taken, the professional response may require escalating the matter within the organization.

Depending upon the circumstances, that may involve:

• the chief legal officer;

• chief executive;

• board chair; or

• board itself.

Here, Callum was the CEO and the alleged misconduct directly concerned the corporation’s regulatory position.

Reporting the corporate evidence to the board is therefore consistent with K&B’s obligations to Novaris.

22. The Board Is Entitled to Advice About the Corporate Consequences

K&B may advise the board that the company should consider:

• correcting the regulatory record;

• preserving relevant evidence;

• addressing continued product risk;

• changing management responsibilities; and

• obtaining separate advice concerning claims against individuals involved.

What K&B cannot automatically do is use confidential information obtained from Callum personally as an additional weapon against him.

The Conflict Becomes Acute

23. Novaris and Callum Become Directly Adverse

Once Mireille says:

“If Callum acted improperly, that becomes his problem,”

the common-interest foundation of the joint retainer has effectively collapsed.

Novaris wants to:

• report conduct potentially attributable to Callum;

• suspend him;

• preserve claims against him; and

• characterize the wrongdoing as unauthorized personal conduct.

Callum wants to avoid exactly those outcomes.

Their immediate legal interests are directly adverse.

24. K&B Cannot Continue Giving Loyal Advice to Both

The same lawyers cannot meaningfully advise:

Novaris on how to shift legal responsibility to Callum

while simultaneously advising:

Callum on how to resist Novaris’s attempt to shift responsibility to him.

The conflict is not peripheral.

It concerns the central issue in the very matter for which the firm was jointly retained.

Continuing to represent both is untenable.

25. Callum’s Signature on the Advance Waiver Does Not Necessarily Cure the Problem

K&B’s reliance on the clause is weakened by:

• the foreseeability of the conflict;

• the absence of independent advice;

• Leonie’s personal knowledge from the earlier consultation;

• the same-matter nature of the adversity; and

• the magnitude of the consequences to Callum.

A general advance consent is least persuasive where the lawyer later seeks to act directly against the client in the same controversy using knowledge acquired through the relationship.

26. Gerard’s Fee Concern Is Professionally Irrelevant to the Conflict Analysis

Gerard emphasizes that Novaris may generate more than $1 million in fees.

That cannot justify continuation.

One of the recurring themes of professional responsibility is the tension between:

law as a business

and

law as a profession.

The financial importance of a client may explain why the firm wants to remain.

It does not change the professional rules governing loyalty and conflict.

Indeed, a financial interest in retaining a lucrative corporate client may itself impair the firm’s objective professional judgment about whether withdrawal is required.

Can K&B Drop Callum and Continue for Novaris?

27. Terminating One Client Does Not Automatically Erase a Current-Client Conflict

A firm cannot necessarily solve a conflict by:

1. dropping the less valuable client; and

2. immediately treating that person as a former client.

That would allow a lawyer to circumvent duties of loyalty whenever continued representation of the other client became more commercially attractive.

The professional rules must be applied to the substance of the representation.

28. The Same-Matter Nature of the Representation Is Critical

K&B represented Callum specifically in relation to:

• the NexaOne investigation;

• Health Canada;

• and related claims.

Novaris now wants K&B to act against Callum concerning:

• the NexaOne investigation;

• Health Canada;

• and related claims.

This is not merely a later unrelated matter.

It is the same factual and legal controversy.

29. K&B Also Possesses Relevant Confidential Information

The initial consultation is especially serious.

Callum told Leonie:

“There were a few ugly results I did not want going to the regulator.”

That information could plainly assist Novaris in portraying Callum as the architect of the problem.

K&B cannot simply place that information out of mind while continuing to develop the same theory through corporate documents.

Confidential-information protection therefore reinforces the loyalty problem.

30. The Firm Likely Cannot Continue for Novaris in Adversarial Matters Against Callum Without Valid Informed Consent

The prudent conclusion is that K&B should not:

• develop claims against Callum;

• publicly blame him;

• assist Novaris in proceedings where its position is that he alone committed the wrongdoing; or

• use his former confidential information

unless professional rules clearly permit the continued representation and the necessary informed consent has been obtained.

On these facts, the better view is that new independent counsel should represent Novaris in matters directly adverse to Callum.

K&B may have to withdraw from the broader mandate if the conflict cannot be adequately compartmentalized.

Callum’s Threat to Patients

31. Confidentiality Is Fundamental but Not Absolute

Callum’s statement concerning the software update was made privately to Leonie while he regarded her as his lawyer.

It is therefore presumptively confidential.

However, the Model Code recognizes a narrow exception where the lawyer reasonably believes there is an imminent risk of death or serious bodily harm and disclosure is necessary to prevent that harm.

The exception is deliberately demanding.

Ordinary financial loss, reputational harm or past wrongdoing would not justify disclosure.

32. The Threat Falls Squarely Within the Serious-Harm Concern

Callum says:

“Maybe a few patients end up in an emergency room.”

He possesses the ability to interfere with a safety update affecting approximately 14,000 medical devices.

Leonie knows the malfunction can cause serious injury and potentially death.

The threat is scheduled to be carried out the following morning.

This is not vague speculation about possible future misconduct.

The facts provide reasonable grounds for believing that serious bodily harm could occur imminently.

33. Leonie Is Not Required to Accept “You Are My Lawyer” as the End of the Analysis

Confidentiality is intended to promote confidence in legal representation.

It is not intended to require a lawyer to remain silent while a client credibly threatens imminent grave physical harm in circumstances fitting the recognized exception.

Leonie should first attempt to dissuade Callum.

She did that.

Once she reasonably concludes the threat is real, she may take steps permitted by the exception.

34. Any Disclosure Must Be No Broader Than Necessary

The exception does not give Leonie permission to disclose Callum’s entire history.

The purpose is prevention.

Depending upon the circumstances, necessary disclosure could include warning:

• appropriate Novaris personnel capable of disabling Callum’s access;

• persons responsible for the safety update; or

• an appropriate public authority if internal intervention is insufficient.

Here, Novaris ultimately disabled Callum’s administrator credentials.

If that fully neutralized the threat, broader disclosure may no longer be necessary.

35. The Threat Does Not Permit K&B to Reveal Unrelated Confidences

Even if disclosure is justified to prevent patient harm, K&B cannot use the exception as a basis to reveal:

• Callum’s earlier admissions;

• unrelated personal advice;

• or confidential information useful to Novaris’s defence.

The disclosed information must be confined to what is reasonably necessary to prevent the threatened harm.

The Proposed Affidavit

36. A Lawyer’s Duty to the Tribunal Limits Zealous Advocacy

The adversary system permits forceful representation.

It does not authorize the lawyer to knowingly mislead the tribunal.

Chapter 5 of the Model Code reflects the lawyer’s dual role:

• advocate for the client; and

• officer participating in the administration of justice.

The second obligation places boundaries on the first.

37. Jessa’s Proposed Statement Is Materially Problematic

The proposed affidavit states:

“I was unaware that any member of Novaris senior management had directed the removal of safety information.”

The facts indicate that Jessa:

• received one of Callum’s emails;

• previously told K&B that she understood what he wanted; and

• now proposes to say she does not remember.

Leonie has a serious factual basis for concluding that the proposed categorical statement is false or materially misleading.

38. Clever Drafting Cannot Be Used to Manufacture a Misleading Truth

Mireille says:

“The sentence is defensible if you read it carefully.”

That is not enough.

Professional responsibility does not permit a lawyer to construct technically evasive language designed to leave a tribunal with a false factual impression.

The issue is substance.

If Leonie knows the affidavit communicates something materially untrue, she cannot assist in putting it before the tribunal.

39. Jessa’s Express Willingness to Deny Memory Makes the Problem More Serious

Jessa says:

“I will just say I do not remember.”

A lawyer may properly prepare a witness by:

• reviewing documents;

• explaining procedure;

• discussing the likely questions; and

• encouraging accurate recollection.

A lawyer may not coach a witness to create false testimony.

If Leonie believes Jessa remembers and plans to deny memory to avoid responsibility, K&B cannot facilitate that evidence.

40. Leonie Should Refuse to Use the Affidavit in Its Proposed Form

The appropriate steps include:

• explaining to Mireille and Jessa why the statement cannot be used;

• requiring any affidavit to reflect Jessa’s honest evidence;

• refusing to file or rely on evidence K&B knows to be false or misleading; and

• considering withdrawal if the client persists.

Cross-examination is not an ethical cure.

Gerard’s suggestion that:

“opposing counsel can cross-examine”

does not authorize K&B knowingly to place misleading evidence before the tribunal.

Negotiation With the NexaOne Users

41. Novaris Is Not Necessarily Required to Volunteer Every Adverse Fact

The question expressly states that no procedural or legal rule independently requires disclosure of the adverse-event information at this stage.

Professional responsibility does not convert every negotiation into compulsory open-file discovery.

Novaris may legitimately:

• protect confidential information;

• decline to answer a question where lawful;

• take a negotiating position; and

• require opposing counsel to pursue information through proper processes.

42. But Leonie Cannot Give a False Answer

Damon asks whether Novaris has identified additional medically documented overdose events.

Leonie knows of 11 incidents involving hospital treatment.

The internal reports describe them as probable NexaOne delivery malfunctions.

Saying:

“There are no confirmed additional cases”

would be highly misleading if designed to communicate that no such incidents have been identified.

43. The Unfinished Causation Review Does Not Justify a False Impression

Novaris may accurately say:

causation has not been finally determined.

That is different from suggesting:

no medically documented events exist.

A lawyer may draw legitimate factual distinctions.

The lawyer cannot exploit an artificial definition of “confirmed” to answer a direct question in a manner she knows will convey a materially false picture.

44. Leonie May Decline to Answer Rather Than Lie

If Novaris is not legally required to disclose the information in negotiation, Leonie may say, for example, that:

• the company is not prepared to discuss individual incident data;

• the issue remains under review; or

• she is not authorized to answer.

What she cannot do is knowingly make a false factual representation.

That distinction preserves legitimate adversarial negotiation without licensing dishonesty.

Withdrawal

45. Withdrawal Is Not Always Merely Optional

A lawyer may sometimes withdraw for proper cause.

In other circumstances, withdrawal becomes professionally required.

A client cannot insist that the lawyer remain and:

• present false evidence;

• mislead a tribunal;

• assist ongoing dishonesty; or

• act despite a disqualifying conflict.

The fact that withdrawal will inconvenience the client does not convert prohibited conduct into permissible conduct.

46. Timing and Prejudice Still Matter

The Health Canada hearing is only nine days away.

K&B has extensive knowledge of the file.

Abrupt withdrawal could substantially prejudice Novaris.

The Model Code therefore requires the lawyer to manage withdrawal responsibly, including:

• reasonable notice where possible;

• cooperation in transferring the file;

• protection of the client’s immediate interests;

• compliance with any tribunal requirements; and

• return of property and unearned fees as required.

47. But Imminent Prejudice Does Not Require a Lawyer to Mislead the Tribunal

Mireille’s argument has limits.

A client cannot create or perpetuate an ethical impossibility and then say:

“You are too important to withdraw.”

If Novaris insists that K&B present misleading evidence, the lawyer cannot solve the problem by remaining counsel and violating professional obligations.

The urgency instead affects how the firm withdraws.

It does not authorize what would otherwise be prohibited.

48. K&B Should First Attempt to Correct the Problem

Before withdrawing, Leonie should clearly advise the board:

• the proposed affidavit cannot be filed in its present form;

• K&B cannot participate in false or misleading evidence;

• the company must permit a truthful evidentiary position; and

• continued instructions requiring professional misconduct will force withdrawal.

This gives the organizational client an opportunity to correct course through appropriate decision-makers.

49. If the Board Persists, Withdrawal Is Likely Required

If the organization insists on:

• false evidence;

• misleading negotiation statements; or

• other dishonest conduct in which counsel would participate,

K&B cannot continue assisting that conduct.

The organizational-client rules and withdrawal provisions work together.

Escalation within the organization should occur where appropriate.

If the highest authorized decision-makers insist upon the conduct, the lawyer must separate from it.

50. The Firm Must Protect Confidentiality When Explaining Its Withdrawal

A tribunal may ask why K&B is seeking to leave nine days before a hearing.

The firm cannot simply disclose:

“Our client asked us to file a false affidavit.”

The lawyer should disclose no more than professional obligations permit.

Often the appropriate explanation is that:

professional considerations require withdrawal.

If the tribunal demands further information, the lawyer must continue to protect confidentiality to the maximum extent the law and professional obligations permit.

Continued Confidentiality After the Retainer

51. Confidentiality Does Not Expire When the Relationship Ends

If Callum is no longer K&B’s client, the duty concerning his confidential information continues.

The firm does not become free to reveal former-client confidences merely because:

• he has been suspended;

• he now has separate counsel; or

• Novaris wants to distance itself from him.

Former-client confidentiality is central to the conflict rules.

52. Novaris Cannot Authorize Disclosure of Information Belonging to Callum

Mireille says:

“We are the client now.”

That does not give Novaris ownership of confidential information Callum provided in a separate personal consultation.

Novaris may control:

• its records;

• its corporate information; and

• instructions concerning its own representation.

It cannot waive Callum’s privilege or confidentiality over a personal communication made in his own lawyer-client relationship.

53. K&B Cannot Confirm Callum’s Personal Admission to the Media

Mireille wants Leonie to tell reporters that Callum had effectively admitted knowing about the omitted results.

That information derives from the initial private call.

Using it publicly would directly prejudice Callum.

No applicable exception is suggested.

K&B therefore should refuse.

54. The Corporate Records May Support Novaris’s Position Independently

This does not mean Novaris can never say that Callum acted improperly.

The corporation possesses:

• his emails;

• internal technical reports;

• employee evidence; and

• other corporate records.

Independent counsel may advise Novaris regarding what those materials permit the company to say.

The ethical problem is K&B using confidential former-client information to strengthen the position against him.

The Proposed Public Statement

55. K&B Should Not Draft a Categorical Statement That Goes Beyond the Established Facts

The proposed release states that:

“any improper exclusion”

was the unauthorized conduct of Callum.

The corporate evidence certainly implicates him.

But the facts also show that other Novaris employees:

• received his communications;

• implemented the changes; and

• may have understood their significance.

The categorical statement may therefore create a separate professional concern if K&B knows it materially oversimplifies or misrepresents the corporate record.

A lawyer advising a client on public communications should not assist in making statements the lawyer knows to be dishonest or misleading.

K&B’s Own Financial Interest

56. The Firm’s Desire to Preserve a Major Client Cannot Drive Its Ethics Analysis

Gerard’s repeated references to fees are troubling because they create a risk that K&B will interpret every professional rule in the manner most favourable to keeping Novaris.

The firm should separate:

what is financially desirable

from:

what is professionally permissible.

The rules concerning conflicts exist partly because a lawyer’s own economic interests can impair independent professional judgment.

57. An Independent Ethics Review Is Appropriate

Because Gerard and the lawyers responsible for the file have significant financial and professional involvement, the firm should obtain a genuinely independent internal or external ethics review before deciding that the advance waiver permits continued representation.

That does not replace the Model Code.

It provides a more reliable way to apply it without commercial self-interest distorting the analysis.

Practical Conflict Consequences

58. Novaris Likely Needs Independent Counsel for Matters Adverse to Callum

The safest and strongest approach is for Novaris to retain another firm concerning:

• claims against Callum;

• attribution of responsibility between Novaris and Callum;

• public statements blaming him;

• and litigation or regulatory positions directly adverse to him.

K&B’s involvement with both sides of the same controversy creates too great a loyalty and confidentiality problem.

59. Callum Already Has Independent Counsel, Which Helps but Does Not Cure K&B’s Past Conflict

The fact that Callum now has a separate lawyer is appropriate.

It does not retrospectively validate K&B’s earlier joint representation or automatically permit K&B to oppose him.

Former-client duties remain.

60. Kara Also May Require Independent Counsel

If Novaris proposes to:

• dismiss Kara;

• report her;

• seek indemnity from her; or

• characterize her as personally responsible,

K&B should not assume that Tobias’s earlier interview permits the firm to act adversely.

Given the ambiguity the firm created, Novaris should strongly consider obtaining separate counsel for decisions directly adverse to Kara.

Kara should be told clearly that K&B does not represent her and should obtain independent advice.

Professional Consequences

61. Breach of the Model Code May Produce More Than One Kind of Consequence

The Model Code primarily states professional obligations.

Failure to comply may expose lawyers to:

• law-society investigation or discipline;

• disqualification from acting;

• loss of client confidence;

• litigation concerning misuse of confidential information; and

• other consequences arising under the applicable law.

A professional-conduct breach does not automatically determine every civil cause of action, but the firm should not treat the rules as merely aspirational.

62. Disqualification Is a Real Risk

Callum’s new counsel has already demanded that K&B cease acting.

If K&B continues in the same matter against him while possessing relevant confidential information, an application seeking removal of the firm would be foreseeable.

The conflict authorities emphasize both:

• protecting confidential information; and

• maintaining public confidence in the administration of justice.

The practical risk of disqualification therefore reinforces the need for early corrective action.

The Priority of Duties

63. Loyalty to the Client Does Not Override the Duty Not to Mislead a Tribunal

The firm owes Novaris loyalty and committed representation.

That does not permit:

• presenting evidence known to be false;

• facilitating perjury;

• or misleading the decision-maker.

The client’s interests define the objective of the retainer.

They do not authorize the client to redefine the lawyer’s professional obligations.

64. Confidentiality Does Not Override the Serious-Bodily-Harm Exception

Confidentiality is foundational.

But the Model Code itself defines limited circumstances in which disclosure is permitted.

Callum’s threat is exceptional because it involves:

• imminence;

• large numbers of patients;

• a credible ability to act; and

• serious physical consequences.

The exception must nevertheless be used narrowly.

65. Corporate Instructions Do Not Override Duties to Other Clients or Former Clients

Novaris cannot direct K&B to disclose Callum’s confidential information.

Nor can it require the firm to use Kara’s disclosures adversely if a lawyer-client relationship arose with her.

The fact that a corporate client pays the bill does not make every professional duty subordinate to the corporation’s commercial interests.

66. The Lawyer’s Duty of Candour to the Client Also Matters

Leonie must tell the Novaris board what the professional situation actually is.

She should not reassure the board that:

“the waiver solves everything”

if she believes the matter is professionally doubtful.

A lawyer advising a client must be candid about:

• the conflict;

• limits on the firm’s ability to act;

• the risk of disqualification;

• and the need for independent counsel.

That advice may be commercially unwelcome.

It remains part of competent professional service.

Overall Advice

67. Callum’s First Telephone Call Likely Created Confidential Professional Obligations

The absence of:

• a fee;

• formal file opening; or

• signed retainer

is not decisive.

Callum expressly sought personal advice.

Leonie gave individualized legal guidance and assured him of confidentiality.

K&B should therefore treat the information as Callum’s confidential information and likely privileged communication.

68. The Joint Retainer Was Highly Vulnerable From the Beginning

Joint representation was not necessarily prohibited at inception.

But the risk of divergence was obvious to Leonie because of the information she already possessed.

Callum should have received a much clearer explanation of the dangers and should have been encouraged to obtain independent legal advice.

The broad advance waiver does not convincingly authorize K&B to switch from representing him to assisting Novaris against him in the same controversy.

69. K&B Should Not Continue Representing Both Novaris and Callum

Their interests are now directly adverse.

The joint representation must end.

More importantly, simply terminating Callum does not necessarily free K&B to remain on the other side.

Because K&B represented Callum in the same matter and possesses relevant confidential information, Novaris should obtain fresh counsel for positions adverse to him.

70. Tobias Mishandled the Kara Interview

He should have clearly told Kara that:

K&B represented Novaris and not her.

Instead, his statements reasonably created ambiguity.

Kara has at least an arguable lawyer-client relationship and, in any event, a strong complaint that corporate counsel failed to identify its role.

K&B should not use her disclosure against her without first resolving that issue.

71. K&B May Escalate Corporate Misconduct Within Novaris

Novaris is the organizational client.

Corporate records indicating misconduct by senior management may properly be brought to the board.

K&B cannot allow Callum’s position as CEO to prevent the lawyers from advising the organization through appropriate higher authority.

The firm must, however, keep Callum’s separate personal confidences distinct.

72. Callum’s Threat Justifies Narrow Preventive Disclosure if Necessary

A credible threat to interfere with a medical-device safety update affecting 14,000 patients creates the type of imminent serious-bodily-harm situation contemplated by the confidentiality exception.

Leonie should disclose no more than reasonably necessary.

Once Callum’s system access has been disabled and the threat neutralized, the justification for additional disclosure narrows substantially.

73. K&B Cannot File Jessa’s Proposed Affidavit

The affidavit is materially inconsistent with:

• Jessa’s earlier interview;

• the email record; and

• K&B’s own knowledge.

The fact that the wording could be parsed defensively does not permit K&B knowingly to leave the tribunal with a false impression.

Leonie must refuse to present the affidavit in that form.

If Novaris insists, withdrawal becomes likely mandatory.

74. Leonie Cannot Lie in Settlement Negotiations

Novaris has no assumed obligation to volunteer every incident.

That does not permit Leonie to answer a direct question with a knowingly misleading statement.

She may decline to provide the information or accurately explain that causation remains under investigation.

She may not say there are “no confirmed additional cases” if she knows that formulation is intended to conceal the existence of 11 medically documented events.

75. K&B Must Be Prepared to Withdraw Despite the Imminent Hearing

Nine days is a serious practical problem.

It does not authorize misconduct.

K&B should first insist that Novaris correct its instructions.

If the board refuses and persists in requiring misleading evidence or other dishonest conduct, the firm must withdraw in accordance with the Model Code while taking reasonable steps to minimize unnecessary prejudice.

76. K&B Cannot Publicly Use Callum’s Personal Admissions Against Him

His confidentiality survives termination.

Novaris does not acquire those confidences merely because the subject matter involved the company.

Independent corporate records may support Novaris’s eventual public or regulatory position, but Callum’s separate personal disclosures cannot be repurposed as a corporate litigation asset.

77. Gerard’s Commercial Concerns Should Play No Role in Determining the Result

The $1 million fee relationship explains the pressure within the firm.

It does not justify the conduct.

Professional independence requires K&B to accept the possibility that compliance with its ethical duties may cost the firm a valuable client.

That is precisely one of the circumstances in which professional responsibility matters most.

78. The Immediate Practical Course Is to Separate the Representations

K&B should promptly:

• stop purporting to represent Callum;

• advise him that he requires independent counsel, which he now has;

• advise Novaris that independent counsel should handle matters directly adverse to Callum;

• clarify to Kara that K&B does not represent her and that she should seek independent advice;

• refuse to file misleading evidence;

• refuse to make false negotiating statements;

• preserve Callum’s confidential information;

• ensure the patient-safety threat remains neutralized; and

• determine whether K&B can ethically continue any remaining non-adverse work for Novaris.

If those problems cannot be adequately separated, K&B should withdraw from the Novaris mandate entirely.

Brickam’s Suggested Marking Approach

Issue	What a strong answer should address	Marks
Callum’s initial consultation — lawyer-client relationship, confidentiality and privilege	Formal retainer/payment not essential; personal legal advice sought; individualized advice given; Leonie’s express confidentiality assurance; reasonable expectations; distinction between privilege and professional confidentiality; likely protection of the first call	8
Joint representation and informed consent	Initial alignment versus obvious future adversity; Rule 3.4 conflict principles; disclosure required for meaningful consent; lack of independent advice; no-secrets feature of joint retainer; limits of advance waivers; Neil, Strother, McKercher and loyalty principles	10
Kara and the organizational-client relationship	Duty to identify Novaris as client; Kara’s express question; ambiguity created by Tobias; assurance of confidentiality; possible implied personal retainer; reasonable expectations; consequences if relationship arose; need for independent counsel	7
Organizational client / reporting up	Organization distinct from officers/employees; Novaris as client; corporate information versus Callum’s separate confidences; Model Code rules respecting dishonesty and organizational wrongdoing; ability/need to escalate concerns to board; obligation not to assist misconduct	10
Direct adversity and continued representation of Novaris	Collapse of common interest; direct conflict between company and Callum; inability to represent both; dropping one client does not automatically cure conflict; same-matter former-client problem; relevant confidential information; limits of advance consent; likely need for new Novaris counsel adverse to Callum	12
Threatened patient harm / confidentiality exception	Presumptive confidentiality; imminent risk of death or serious bodily harm; credibility and specificity of threat; Callum’s technical ability; 14,000 pumps; attempt to dissuade; limited necessary disclosure; no broader waiver of confidentiality; effect of disabling credentials	9
Advocacy, Jessa’s affidavit and witness preparation	Duty not to mislead tribunal; difference between advocacy and false evidence; prior interview and email record; misleading half-truth problem; witness cannot falsely claim memory loss; permissible witness preparation versus coaching; refusal to file; consequences if client persists	12
Negotiation ethics	No general obligation on supplied facts to volunteer entire file; distinction between withholding and affirmative deception; 11 medically documented incidents; causation uncertainty; misleading use of “confirmed”; permissible refusal to answer accurately; duties in negotiation	7
Withdrawal	Optional versus mandatory withdrawal; client insisting on dishonesty/false evidence; need to escalate first; nine-day hearing and prejudice; reasonable notice and transfer; tribunal requirements; confidentiality when explaining withdrawal; inability of prejudice to justify misconduct	8
Continuing confidentiality and public statements	Duties survive termination; Novaris cannot waive Callum’s personal confidentiality; first-call admission cannot be used publicly; corporate records distinguished from former-client information; proposed press statement and risk of misleading public communication	5
Firm’s own financial interest and professional independence	Gerard’s concern with fees; law as business versus profession; personal/economic interest must not distort conflict analysis; candour to Novaris about ethical limitations; value of independent ethics advice	4
Professional consequences and remedies	Risk of disqualification; discipline; effect of Code breach; need for separate counsel; MacDonald Estate v. Martin and protection of administration of justice; professional rules not merely aspirational	3
Overall synthesis and practical advice	Correctly identifies client at each stage; separates corporate information from personal confidences; prioritizes tribunal and integrity duties without abandoning client loyalty; coherent plan for separate counsel, safety disclosure, evidence, negotiation and withdrawal	5
TOTAL		100