The appellant company appealed a decision of the Ontario Securities Commission which found that the company had waived solicitor-client privilege over certain legal opinions by providing them to its auditor.
The Divisional Court allowed the appeal, holding that statutory disclosure of privileged documents to an auditor constitutes a limited waiver for audit purposes only, not an absolute waiver.
Furthermore, the auditor's subsequent unauthorized disclosure of the documents to Commission staff did not waive the privilege, as the auditor lacked the authority to do so.
