LAW SOCIETY TRIBUNAL

HEARING DIVISION

Date: March 9, 2026 Tribunal File No.: 24H-115

BETWEEN:

Samuel K.A. Osei Applicant

• and -

Law Society of Ontario Respondent

Before: Natalia Rodriguez (chair), Murray Klippenstein, Sabita Maraj Heard: January 26-28, 2026, by videoconference

Appearances: Applicant, self-represented Apiramy Suntharalingam, for the respondent

Summary: OSEI – Licensing – Good Character – The Lawyer Applicant has a discipline history in British Columbia relating to the use of his trust account but he is currently permitted to practise in that jurisdiction without restriction –The panel found that the Law Society had not met its initial burden of establishing that good character is at issue – The Lawyer Applicant’s earlier misconduct did not engage his trustworthiness, integrity, or the public’s trust and confidence in the legal professions – The panel found that the Lawyer Applicant is currently of good character and allowed his application for a licence to practise law in Ontario.

REASONS FOR DECISION ON LICENSING

1Natalia Rodriguez (for the panel):– The Law Society referred Samuel Osei’s application for a licence to a hearing under s 27(4) of the Law Society Act, RSO 1990, c L.8 (the Act), alleging that he is not currently of good character and therefore does not meet the good character requirement for licensing.

2Mr. Osei is licensed to practise law in British Columbia and has been since 2014. He currently resides in Ontario and seeks to be licensed in Ontario.

3The primary basis for the Law Society’s position that Mr. Osei is not of good character is a finding of professional misconduct by the Tribunal of the Law Society of British Columbia (LSBC), reported at 2022 LSBC 43. He was found to have misused his trust account and failed to advise third parties that he did not represent their interests and that they should seek independent legal advice with respect to various financial transactions. Mr. Osei was suspended for four months as a result. He is currently able to practise in British Columbia without practice restrictions.

4In addition to the finding of professional misconduct by the LSBC’s hearing division, the Law Society also relies on a Law Society investigation that concluded that Mr. Osei held himself out as being able to practise law in Ontario when he was not licensed because he called himself a “Toronto lawyer” on his website and gave a Toronto address as his office address. He was given a staff caution and asked to cease and desist, which he did.

5Mr. Osei’s position is that he updated his website when he moved to Ontario to increase his SEO¹ ranking, so that by the time he was licensed, his website would be more visible when certain search terms were entered into a web browser. He was unaware that calling himself a “Toronto lawyer” was holding himself out as able to practise in Ontario. As soon as the Law Society informed him that he was holding himself out as able to practise in Ontario, he took down the references to “Toronto” from his website. There is no allegation or evidence that Mr. Osei ever practised or provided legal services in Ontario without being licensed or that he otherwise engaged in unauthorized practice.

6We denied an adjournment request from Mr. Osei, because there lacked exceptional circumstances to grant one.

7The hearing took place over three days. Over the course of the hearing, we heard evidence from two Law Society investigators, from Mr. Osei, and from two of Mr. Osei’s character witnesses. A third character witness was unavailable due to a scheduling conflict but provided a letter in support, which was admitted into evidence.

8At the end of the hearing, we concluded that Mr. Osei had met the good character requirement for licensing, for reasons to follow.

FACTS

9Mr. Osei first applied for a licence with the Law Society of Ontario in September 2019. In his application, he disclosed that he was subject to discipline in another jurisdiction and enclosed a Certificate of Standing from the LSBC confirming two open investigations against him. While one of those investigations closed with no regulatory action against him, the other led to a conduct proceeding before the LSBC Tribunal.

10These facts led to a good character investigation by the Law Society. In May 2020, this investigation was discontinued and placed into monitoring, pending the outcome of the LSBC investigation and proceedings.

11On July 21, 2022, the hearing before the LSBC Tribunal proceeded with an agreed statement of facts (ASF). Based on the ASF and Mr. Osei’s oral testimony, the LSBC Tribunal found that Mr. Osei committed professional misconduct. His licence was suspended for four months.

12In January 2023, after the LSBC Tribunal proceeding had concluded, the Law Society reopened Mr. Osei’s good character investigation. Mr. Osei withdrew his application in May 2023 but reapplied for licensing in July 2023. At that time, a second good character investigation was commenced, leading to this hearing.

Investigation into unauthorized practice

13In February 2020, in the course of the first good character investigation, the Law Society investigator, Deanne O’Brien, conducted an open-source internet search and found Mr. Osei’s website. It contained the following statements:

• We are conveniently located at 161 Bay Street, Toronto

• Practice Areas: Toronto Corporate & Commercial Lawyer, Toronto Contract Drafting Lawyer, Toronto Blockchain & Cryptocurrency Lawyer, Toronto Blockchain & Cryptocurrency Advisory Lawyer, Toronto Contract Drafting & Review Lawyer

14Under “Membership” it indicated only “Law Society of British Columbia”.

15On the basis of his website, an unauthorized practice investigation (UAP) was instructed.

16The investigation confirmed Mr. Osei was not licensed in Ontario and had no permission to practise law in Ontario. It also confirmed that Mr. Osei lived in Ontario and was occupying space at 161 Bay Street, to provide legal services to his clients in British Columbia. There was no evidence he provided legal services in Ontario but the Law Society concluded there was sufficient evidence that Mr. Osei had improperly held himself out as an individual authorized to provide legal services in Ontario, contrary to s 26.1(2) of the Act.

17In the course of that investigation, Mr. Osei represented that he had not provided legal services in Ontario and that he was providing legal services remotely to his British Columbia clients. He denied holding himself out as a lawyer willing to accept clients in Ontario and stated that all his clients were in British Columbia. He had secured office space on Bay Street so he could concentrate on his work.

18He further explained that he had been told by the Law Society that it would take approximately six months to be licensed in Ontario. On that basis, he had instructed his digital marketer to change his business address to Toronto to generate hits on his website, such that it would rank higher once he was licensed and able to take on Ontario clients.

19On August 24, 2020, Ms. O’Brien sent Mr. Osei a Close Notice, indicating the results of the investigation, giving him a caution and asking him to cease and desist from referring to himself as a Toronto lawyer. The file was closed.

Second good character investigation

20As noted, Mr. Osei withdrew his original application for licensing but reapplied in July 2023, triggering a second good character investigation.

21In April 2024, the investigation was transferred from Ms. O’Brien to Brian Borg.

22Mr. Borg interviewed Mr. Osei in May 2024. In the interview, Mr. Osei admitted to the professional misconduct found by the LSBC Tribunal. He stated that his misconduct was a result of a misapprehension of the rules and that he did not intentionally circumvent the rules. As for the unauthorized practice investigation, he acknowledged knowing he could not practise law in Ontario, and he did not, but was unaware his actions constituted holding himself out as being able to practise in Ontario.

23The investigation was concluded in October 2024 with Mr. Borg’s recommendation that Mr. Osei’s application be referred to the Tribunal for a good character hearing.

LSBC Tribunal decision

24Aside from the unauthorized practice investigation, the Law Society relies exclusively on the findings of misconduct by the LSBC Tribunal in asserting that Mr. Osei is not presently of good character.

25Mr. Osei was self-represented before the LSBC Tribunal. The findings of the LSBC Tribunal were based on the ASF he entered into and Mr. Osei’s evidence. Two of the three allegations were found to have been proven. One allegation was withdrawn.

26The LSBC Tribunal found that Mr. Osei, as a new lawyer, disbursed over $2.1 million through his trust account in circumstances where he did not make appropriate inquiries about the source or use of the funds, and provided little or no legal work on the transactions. These allegations were referred to as the “Funds Verification” allegations.

27The second finding was that, on three separate occasions, Mr. Osei failed to comply with the relevant rule by failing to urge three unrepresented parties to obtain independent legal advice. He also failed to make it clear to those unrepresented parties that he did not act in their interests. These were referred to as the “Unrepresented Parties” allegations.

28A third, more serious set of allegations was withdrawn by the LSBC at the beginning of the hearing. This allegations were that Mr. Osei had engaged in activity in relation to a client that he knew or ought to have known could assist or encourage in dishonesty, crime or fraud, including entering into a monthly flat fee arrangement with his client, failing to verify his client’s identity, and facilitating a suspicious transaction involving the exchange of $200,000 in cash between his client and a third party. These allegations were referred to as the “Money Laundering” allegations.

29Mr. Osei admitted that the Funds Verification allegations and the Unrepresented Parties allegations constituted professional misconduct. Mr. Osei and the LSBC jointly proposed a four-month suspension as appropriate, and this was accepted by the Tribunal.

30The decision highlights Mr. Osei’s relative inexperience prior to becoming a lawyer and that he became a sole practitioner in 2016, two years after his call to the bar. One month after becoming a sole practitioner, another lawyer with whom Mr. Osei shared office space referred a client to him, known as MP. He entered into a monthly flat-fee arrangement with MP.

31Between May 2016 and December 2017, the decision indicates Mr. Osei worked on a variety of legal issues for MP and that he billed almost 400 hours of time to MP’s files. However, some of the transactions involving MP’s affairs involved little to no legal work.

32The decision outlines 10 transactions in which Mr. Osei used his trust account to deposit and disburse what he believed to be MP’s funds or funds of MP’s associated businesses for purported investment and business deals. One transaction involved a settlement of a dispute over corporate shareholdings in which Mr. Osei performed some legal work. In some of these transactions, Mr. Osei prepared letters of intent or a short agreement.

33While some of the transactions involved some legal work by Mr. Osei, the common theme among these transactions is that Mr. Osei did not make sufficient inquiries to determine whether the funds he was depositing belonged to MP or were in fact from related entities to MP, and he did not make sufficient inquiries to determine the legitimacy of the transactions. In some instances, he disbursed trust funds to third parties whom he never met or with whom he did not communicate.

34The decision states that in July 2017, Mr. Osei came across a decision of the LSBC Tribunal, Law Society of BC v Gurney, 2017 LSBC 15. In Gurney, it was determined that the licensee had engaged in professional misconduct when he allowed $26 million dollars in overseas funds to pass through his trust account when there were many red flags that raised “a reasonable suspicion that the transactions may involve illegality” (para 84). The panel in Gurney also confirmed that “lawyers have a number of duties to fulfill before allowing their trust accounts to be used” (paras 78-79).

35According to the reasons of the LSBC Tribunal, the day after reading the Gurney decision, Mr. Osei contacted the LSBC’s practice advisor, concerned that he may be afoul of his obligations. While he stated to the advisor that he had no indication that the funds from MP were illegally gained, from his review of Gurney, that did not matter. The practice advisor suggested that he cease acting for MP, but Mr. Osei did not do so. Instead, he wrote to MP as follows:

We write to advise that it has come to our attention that we are not permitted to disburse funds in trust to other parties without acting as both an advisor and facilitator of the corresponding transaction, as such we will no longer partake in such activities.

36Mr. Osei used his trust account to facilitate further transactions after this point, involving almost $500,000. It is unclear how much legal work Mr. Osei did in relation to these transactions.

37With respect to the Unrepresented Parties allegations, the LSBC Tribunal decision notes that MP was, among other things, in the business of selling cryptocurrency. Mr. Osei was involved in the sale of MP’s cryptocurrency to certain third parties. The LSBC Tribunal found that Mr. Osei was not aware, or did not inquire, if the parties purchasing the cryptocurrency were represented by counsel. He did not discuss with them their status as unrepresented persons and did not advise them to obtain independent legal advice. He also did not advise them that he was acting only on behalf of MP.

38In determining that Mr. Osei engaged in professional misconduct, the LSBC Tribunal decision stated at paras 31-32:

The Respondent effectively allowed MP to use the Respondent’s trust account as a bank account. The Respondent received and disbursed $2,147,311.92 in funds under circumstances where little or no legal work was performed on the transactions and where the Respondent had little to no knowledge of the corporate identities involved, or even had identification from MP. This conduct is a marked departure from that conduct the Law Society expects of lawyers.

The Respondent failed to identify the situations in meetings with MP and unrepresented parties that he ought to have clarified his role. The Respondent did not know or neglected his obligation to urge the unrepresented parties to obtain independent legal advice, and failed to inform them that he was acting exclusively for MP only. This conduct constitutes a marked departure from that conduct expected of lawyers

39In assessing whether to accept the joint submission on penalty, the LSBC Tribunal reviewed the factors relevant to penalty in its jurisprudence – known as the Ogilvie factors – which includes “the age and experience of the respondent.”

40It is worth setting out these paragraphs in the Tribunal decision in their entirety:

Age and experience of the respondent

53The Respondent was a relatively newly called lawyer when he commenced practising as a sole practitioner. It is likely he lacked the kind of mentorship that is so important to new lawyers forging a solid appreciation of their professional responsibilities.

54It is significant that the duty of a lawyer to investigate and satisfy themselves that a transaction is legitimate is assessed on an objective test. Here, it appears that the Respondent was not suspicious of MP, notwithstanding the many red flags. At the hearing in this matter, the Respondent characterized himself as having “little life experience or legal experience”. He agreed that he “did not notice things he should have noticed”.

55While ignorance of one’s professional responsibilities is no excuse for misconduct, it is an enumerated factor in Ogilvie with good reason. In Law Society of BC v. Coutlee, 2010 LSBC 27 at para. 15, the panel stated the following regarding the “age and experience” Ogilvie factor:

… the intention of this Ogilvie consideration was to give the benefit of the doubt to a junior inexperienced member of the Law Society.

56New lawyers may lack knowledge or make errors that more senior counsel would not. It is easier to accept the Respondent was overly credulous in his dealings with MP as a young lawyer with two years of experience. Added to his purported naiveté, the Respondent was a sole practitioner and did not seek guidance from other senior members of the bar or join practice groups where he could seek mentorship or practice advice.

57When the Respondent reviewed the Gurney decision and realized its implications on his trust account activity, he contacted a practice advisor. This step is significant; lawyers who are unclear about their professional obligations must be encouraged to seek the guidance of others. The step of seeking guidance showed that the Respondent was attempting to bring himself into compliance with his professional obligations.

ISSUES

41The issue we must determine is whether Mr. Osei has met the good character requirement for licensing.

42In making that determination, we must first determine whether the Law Society has met its burden of putting Mr. Osei’s good character into question. If so, we must determine whether Mr. Osei is nevertheless of good character today.

SUMMARY OF WITNESS EVIDENCE

43In addition to the affidavits of the two Law Society investigators with associated exhibits, and Mr. Osei’s book of documents, we also heard oral evidence from five witnesses: the Law Society’s investigators, Ms. O’Brien and Mr. Borg, Mr. Osei, and two character witnesses, Bernard Piprah and Dessa Nguyen.

Evidence of Ms. O’Brien

44Ms. O'Brien’s evidence centred around the timeline of events that took place from her involvement in the file, as set out in the facts section above, until she passed the file on to Mr. Borg. This mainly involved the unauthorized practice investigation. She was the investigator who noticed the references to Toronto on Mr. Osei’s website and sought instructions to open an investigation.

45In cross-examination, Ms. O’Brien acknowledged that she did not engage or attempt to contact Mr. Osei’s digital marketer to confirm Mr. Osei’s explanation about adding references to Toronto on his website in order to increase its search engine optimization.

Evidence of Mr. Borg

46At the outset of his evidence, Mr. Borg, at the Law Society counsel’s prompting, indicated that he wished to strike a sentence from his affidavit. At para 20, his affidavit references Mr. Osei’s rehabilitation efforts, including that he completed an anti-money laundering course. It then reads, “However, he continues to dispute LSBC’s finding that he knowingly participated in money laundering activities.”

47The problem with this sentence is that there never was an allegation that Mr. Osei “knowingly participated in money laundering activities.” The “Money Laundering” allegations were that Mr. Osei had engaged in activities “that he knew or ought to have known could assist or encourage in dishonesty, crime or fraud.” However, as noted previously, these allegations were withdrawn by the LSBC at the outset of the LSBC Tribunal hearing.

48Mr. Borg’s evidence-in-chief revolved around his role in the investigation, including being the one to recommend a good character hearing, and his interview with Mr. Osei. He indicated the interview lasted two hours, most of which was spent discussing the LSBC Tribunal decision and the Armstrong factors: the passage of time, remorse and rehabilitation.

49He confirmed that, in the interview, Mr. Osei used the word “misapprehension” in discussing his misconduct and that Mr. Osei indicated he did not understand the LSBC rules or the “holding out” rules in Ontario.

50In cross-examination, Mr. Borg was challenged on the following assertion in his affidavit: “The Applicant characterizes his conduct as a misapprehension of his obligations under the Rules rather than intentional misconduct.” Mr. Borg testified that, in his view, misuse of a trust account is intentional misconduct and that intentionality can be presumed from the LSBC Tribunal’s findings. Pressed further, Mr. Borg accepted Mr. Osei’s explanation that he misapprehended the rules and agreed there was no evidence to the contrary, but, in his view, this was still intentional misconduct.

51Mr. Borg was taken to the transcript of his interview with Mr. Osei in which Mr. Borg says to Mr. Osei, “I accept that this was not intentional, you know, that it was a misapprehension and I accept that you've learned a lot from this to have it probably never happen again, right?" Mr. Borg maintained his position that he viewed Mr. Osei’s misconduct as intentional and testified that he only said this after listening to Mr. Osei talk for almost two hours.

52Mr. Borg was asked about the sentence of his affidavit that he asked to be struck: “However, he continues to dispute LSBC’s finding that he knowingly participated in money laundering activities.” He was asked whether the fact that he (Mr. Borg) mistakenly believed that the LSBC Tribunal had made this finding affected his analysis of Mr. Osei’s case or of the severity of the misconduct. Mr. Borg denied it had any effect on his analysis.

53Mr. Borg was taken to his investigative report, which recommended that Mr. Osei’s application be referred to the Tribunal for a hearing. In that report, Mr. Borg summarizes the LSBC Tribunal decision and his interview with Mr. Osei. He also sets out and analyses the Armstrong factors.

54Under the heading “Rehabilitation”, Mr. Borg’s report reads, “The Applicant has also since taken an anti-money laundering course to become a money laundering specialist despite that he still does not agree with the LSBC that he knowingly participated in money laundering activities” (emphasis added). Mr. Borg’s evidence is that he stands by his report and that his report is just stating facts.

55Mr. Borg had difficulty explaining what that sentence in his report means. He seemed to suggest he was simply recounting what Mr. Osei told him. But at no time in the interview or in his written representations did Mr. Osei state that he “did not agree with the LSBC that he knowingly participated in money laundering activities.” In response to questions from us and from Law Society counsel in re-examination, Mr. Borg agreed that the sentence of his investigative report and the sentence that had been struck from his affidavit were not substantially different.

Evidence of Samuel Osei

56Mr. Osei testified that he came to Canada from Ghana at the age of four and lived in British Columbia and Saskatchewan before moving to Ontario in 2019. He indicated that, prior to law, he had no substantive work experience (other than some part time jobs in the service industry) and that he lived a “scholastic life” until he articled and worked at a small firm. He was called to the bar in 2014.

57He worked at this small firm for two years under a partner who practised mainly in motor vehicle insurance defence. He had no exposure to commercial transactions. He left the firm in 2016 and became a sole practitioner. He indicated he was required to take a series of courses as a sole practitioner, but could not recall whether the appropriate use of a trust account was part of the content. In cross-examination, he confirmed that he did not contact the LSBC for mentorship before starting his own business. He stated he did not know “that was a thing” and that he does not know anyone who has done that.

58As a sole practitioner, he shared office space with a three-person firm of young lawyers practising securities law. One of those lawyers referred MP to him as a client within three months of Mr. Osei becoming a sole practitioner.

59Mr. Osei took us through the 10 transactions that were the subject of the LSBC Tribunal decision and provided additional context, such as the names of the lawyers who were representing the other entities in some of those transactions. Because some of the transactions had capable and experienced lawyers on the other side, he did not question the validity of the transactions.

60He also explained that he prepared some documents or reviewed documents in connection with some of these transactions, and so he understood that he was doing legal work. He realizes now that drafting a one-page agreement or reviewing documents for nine or ten hours may not constitute sufficient legal work to justify allowing the large amounts of funds involved in these transactions to flow through his trust account without making further inquiries.

61Mr. Osei testified that he opened a separate interest-bearing trust account in his client’s name, which he indicated was permissible under the rules of the Law Society of British Columbia. Because this account was in his client’s name, he was under the misunderstanding that his clients’ money could flow in and out of that account as needed for these transactions.

62Once he spoke to the LSBC practice advisor regarding the Gurney decision, he realized that was not the case and he advised his client of this. He chose not to stop representing MP, despite the practice advisor’s suggestion, because he was under financial strain and believed he could mitigate the issues in other ways. He testified that he did not simply ignore the advice of the practice advisor. Rather, they discussed options during that call, and he determined that he would take a different approach. Mr. Osei testified that he told the practice advisor that he planned on sending a letter to MP to mitigate his ability to use the trust account for purposes that did not involve Mr. Osei as facilitator or advisor, as discussed in Gurney. Mr. Osei testified that the practice advisor was on board with this approach but advised him to be careful and to keep records.

63He explained that his client sold cryptocurrency as part of his business and, in 2016 and 2017, it was not uncommon for these transactions to be cash-based. He testified that other “red flags” noted in the LSBC Tribunal decision had an explanation: MP’s bank account had been terminated, but, according to Mr. Osei, it was not uncommon at that time for a banking client to be dropped for dealing in cryptocurrencies, since cryptocurrencies directly compete with traditional banking systems.

64In our view, other red flags noted in the decision appeared to have a less plausible explanation: One of MP’s banks notified Mr. Osei that MP did not have a Social Insurance Number (SIN). When Mr. Osei asked MP why that was, MP told him that he had never made enough money to have a SIN. Mr. Osei appears to have accepted this explanation. The same bank told Mr. Osei that a credit bureau report showed possible fraud by an individual with the same last name and date of birth as MP who resided in Quebec during the same period of time claimed by MP. When Mr. Osei asked MP whether he was that individual, MP denied it.

65In response to our questions, Mr. Osei indicated that none of the 10 transactions listed in the LSBC report, to his knowledge, have ever been deemed to be illegitimate or illicit in any way. In the hearing, the Law Society agreed that neither of the two Law Societies had ever produced evidence that impugned the legitimacy of any of the 10 transactions.

66Mr. Osei took issue with the way certain aspects of the ASF were drafted and with some characterizations in the LSBC Tribunal decision. For example, in his view, it was not appropriate for the Tribunal to discuss the risks of money laundering when referencing the need to make appropriate inquiries regarding transactions involving a lawyer’s trust account. He testified that this gave the erroneous impression that money laundering was a concern in his case when the Money Laundering allegations had specifically been withdrawn.

67With respect to the unauthorized practice investigation, Mr. Osei testified that he never practised in Ontario and never indicated to anyone that he could take on Ontario clients. He was never contacted by anyone in Ontario based on his website.

68He changed the location on his website at the suggestion of his digital marketer to increase his website’s rankings so that, once he was licensed, his site would appear more prominently when entering search terms in a search engine. He agreed he never contacted the Law Society to confirm that he could do this. Once he spoke to Ms. O’Brien about the issue, he took the references to Toronto down from his site.

69Mr. Osei testified to the Armstrong factors, particularly remorse and rehabilitation. He expressed remorse, stating that the way he used his trust account was based on his misapprehension of the appropriate use of a lawyer's trust account. He acknowledged it does not reflect well on the profession for lawyers to use their trust accounts inappropriately and this was not something he wants to be associated with. He testified that he did not take what the LSBC Tribunal decided lightly.

70With respect to rehabilitation, he testified to the following:

• In November 2019, he successfully completed an anti-money laundering specialist course from the Association of Certified Anti-Money Laundering Specialists.

• In June 2022, he successfully completed a Canadian Securities Course from the Canadian Securities Institute.

• He no longer acts for MP.

• He no longer takes client referrals from the lawyer who referred him to MP.

• He no longer takes money in trust. He performs work up to a certain benchmark and then issues an interim invoice for that work.

• He has actively sought out mentorship, working with an experienced lawyer in Vancouver on a contract basis.

• He has taken counselling to process the misconduct and deal with the emotional toll of what happened.

71Since the LSBC Tribunal decision, he has had no other regulatory issues or complaints in British Columbia. He practises without restrictions in that jurisdiction and maintains his sole practice while doing contract work for another lawyer. He has never been charged with a crime, and, to his knowledge, he has never been investigated for any crime.

72With respect to other indications of good character, Mr. Osei highlighted his community engagement, as co-founder of the Afro-Caribbean Enrichment Society, and his pro bono work in British Columbia representing racialized entities. He also noted his recent acting work, which has led to commercials and various small roles in television and movies.

Character witnesses

Bernard Piprah

73Mr. Piprah is a registered clinical counsellor in British Columbia and has known Mr. Osei for about 10 years. They met at a networking event in Vancouver and bonded over shared interests. They have collaborated as community activists in the Afro-Caribbean Enrichment Society.

74He stated that he had read the LSBC Tribunal decision but that it did not change his view that Mr. Osei was a morally principled person of good character. He characterized Mr. Osei as making “a bad mistake” and as being in a position of inexperience. He does not believe the LSBC decision represents who Mr. Osei is and how Mr. Osei has been there for Mr. Piprah and others.

75Mr. Piprah testified that Mr. Osei expressed remorse when the decision came out, as well as shame and disappointment.

76When asked to provide examples of Mr. Osei’s good character, Mr. Piprah stated that Mr. Osei is genuine and selfless, and that he has given back to the wider community. He is supportive of others, helping new immigrants and racialized men “break the cycle of loneliness”. He has established a non-profit support society and has been generous with his time in sharing knowledge and carrying out legal work at reduced rates or pro bono.

Dessa Nguyen

77Ms. Nguyen is a lawyer licensed in British Columbia. She met Mr. Osei in 2010, in their first year of law school, when they were in the same “small section” class. They have been close friends ever since. She has never worked with him in a legal setting.

78Ms. Nguyen was aware of the LSBC Tribunal decision. She recalls Mr. Osei expressing remorse and telling her he “messed up”. It did not change her view of Mr. Osei’s character but she stated that perhaps she did see him now as a bit naïve. Given what she called his inexperience, she stated she understood how the misconduct could have happened.

79Ms. Nguyen indicated Mr. Osei is hardworking, and someone who does not take shortcuts. She says he is trustworthy and she can confide in him knowing that he will not divulge confidences. He has always been caring, though a bit stoic, and has been there for her during difficult times in her life. She points to the fact that he has not engaged in legal work in Ontario as a sign of his good character. He has not tried to do any work in Ontario, even if that would be beneficial for him financially.

POSITIONS OF THE PARTIES

The Law Society

80The Law Society’s position is that it has met the initial burden of putting Mr. Osei’s character into question, based on Mr. Osei’s prior misconduct. The Law Society further asserts that Mr. Osei is not presently of good character.

81The Law Society frames Mr. Osei’s prior misconduct as an issue of “integrity and professionalism”, which it submits makes it a good character issue. While the Law Society agrees the LSBC Tribunal decision does not make any findings of dishonesty against Mr. Osei, it nevertheless characterizes his lack of good character as a lack of integrity. It submits that the prior findings of misconduct involved red flags that Mr. Osei should have turned his mind to and that he chose to ignore.

82The Law Society characterizes the nature and duration of the misconduct as very serious, involving 10 separate transactions over a period of 18 months. It asserts that this was not a momentary lapse in judgment, given that $2.1 million flowed through his trust account purportedly from MP and his related companies. The transactions involved little to no legal work. It submits that Mr. Osei allowed his trust account to be used as a bank.

83In its submission, the seriousness of the misconduct found in the LSBC decision engages the public interest and supports a finding that Mr. Osei is not presently of good character.

84The Law Society points to Mr. Osei taking issue with certain aspects of the ASF and the LSBC Tribunal decision to support its argument that Mr. Osei is unwilling to accept the factual foundation of the misconduct and that he has demonstrated a lack of insight by attempting to minimize his misconduct.

85The Law Society submits Mr. Osei lacks remorse and only admitted to the misconduct because he was at a financial and emotional breaking point, not because he was actually remorseful.

86While the Law Society acknowledges Mr. Osei has made some efforts to address regulatory concerns, it says he has not taken any training or courses on the appropriate use of a trust account to ensure similar misconduct will not recur. It submits there has been insufficient meaningful transformation in his professional practice or his character.

87The Law Society asks that we put little weight on Mr. Osei’s character witnesses on the basis that only two made themselves available for cross-examination and they were not individuals who have observed Mr. Osei in a professional setting. The Law Society points to the fact that Mr. Osei admitted to drafting the character witnesses’ letters and providing them to his witnesses to review and edit as needed.

88In the Law Society’s submission, Mr. Osei has not dug himself out of the hole he has found himself in. In order to be of good character, he will need to prioritize genuine remorse and, while he may be on the path to remorse, he has not yet met this threshold.

Mr. Osei

89Mr. Osei submits that his good character has not been impugned in the LSBC Tribunal decision. He points to mentions in the decision of his naïveté, and of him being overly credulous. There was no finding of nefarious conduct. He submits that it is Law Society counsel’s own subjective view that he lacks integrity, but that is not objectively true.

90Mr. Osei points out Mr. Borg’s incorrect view that the LSBC Tribunal found that Mr. Osei engaged in money laundering. This language made its way into his investigative report, which recommended this character hearing. In his submission, the Law Society has not met the initial burden of calling his character into question. The LSBC was in a better position to do so, having a full record before it, and it did not make any adverse character findings.

91Mr. Osei argues that the Law Society ought to defer to the LSBC Tribunal decision. Though it listed red flags that ought to have alerted Mr. Osei to the need to make further inquiries, the LSBC Tribunal made no findings about his integrity. Nor did it ever place any practice restrictions on him regarding the use of his trust account. He submits that the fact he can practise freely in British Columbia without restrictions attests to the fact that his unrestricted practice does not raise issues of public confidence.

92Mr. Osei points to his relative inexperience when his representation of MP started. He was overly credulous and he trusted those around him, including the lawyer who referred MP to him. He made mistakes and he admits that.

93Even if his character has been called into question, he submits that he has not dug himself into a very big hole and has already dug himself out of it, using the language in the recent Court of Appeal decision, Law Society of Ontario v AA, 2026 ONCA 47.

94Mr. Osei acknowledges the seriousness of the misconduct as it relates to the public’s perception and confidence in the legal professions. However, he says there is no indication of prejudice to the third parties in the transactions at issue, and no evidence the transactions were not legitimate.

95With respect to the length of the misconduct, he states it was not very lengthy, only 18 months in total. He contrasts this with the time since the misconduct, which, in the case of the LSBC issues, date back to 2017, and in the case of the unauthorized practice investigation, to 2020.

96He notes he has practised since the LSBC suspension without issue and has made rehabilitative efforts, as stated in his evidence. If he were not remorseful, he would not have engaged in such efforts.

97Mr. Osei submits that it is possible to take issue with some inconsistencies in the ASF or how the LSBC Tribunal decision characterizes certain conduct and still be remorseful.

LAW AND ANALYSIS

98Section 27(2) of the Act makes it a requirement for the issuance of every licence under the Act that the applicant be of good character. Under s 27(4) of the Act, an application for a licence may only be refused after a hearing at the Tribunal.

99The onus in a good character application is a shifting one. The good character of a licensing applicant is presumed. Therefore, the burden is initially on the Law Society to establish, on a balance of probabilities, that issues have arisen that implicate an applicant’s good character: Boldt v Law Society of Upper Canada, 2011 ONLSHP 18 at para 118.

100Once the Law Society has established that good character is at issue, the onus shifts to the applicant to establish, on a balance of probabilities, that she is currently a person of good character. The assessment of the applicant’s character is as of the time of the hearing: Boldt at para 119, citing Re Preyra, 2000 CanLII 14383 (ONLSHP).

The Law Society has not met its initial burden

101“Good character” is not defined in the Act or in the Law Society’s Rules or By-Laws. In Armstrong v Law Society of Upper Canada, 2011 ONLSAP 1 at paras 12-13, the appeal panel adopted the description of good character set out by the hearing panel below:

23Character has been defined as:

that combination of qualities or features distinguishing one person from another. Good character connotes moral or ethical strength, distinguishable as an amalgam of virtuous attributes or traits which undoubtedly include, among others, integrity, candour, empathy and honesty.

24Madam Justice Mary Southin of the British Columbia Court of Appeal also elaborated on the term:

"[G]ood character" means those qualities which might reasonably be considered in the eyes of reasonable men and women to be relevant to the practice of law…Character…comprises…at least these qualities:

1. An appreciation of the difference between right and wrong;

2. The moral fibre to do that which is right, no matter how uncomfortable the doing may be and not to do that which is wrong no matter what the consequences may be to oneself;

3. A belief that the law at least so far as it forbids things which are malum in se [wrong in itself] must be upheld and the courage to see that it is upheld.

102The Law Society relies on the “integrity” component of good character to support its position that Mr. Osei’s character has been called into question. It relies on the LSBC Tribunal findings of professional misconduct and its own unauthorized practice investigation as establishing the prior misconduct. Mr. Osei’s position is that, while the LSBC proceeding found professional misconduct, none of these proceedings impugn his integrity or his good character.

103We note that Mr. Osei’s explanation that he did not knowingly breach any LSBC rules is not seriously contested. The LSBC Tribunal seemed to accept this explanation in its reasons. While he was found to have engaged in professional misconduct in two respects, the LSBC Tribunal reasons do not comment on Mr. Osei’s character other than to say that he was “overly credulous” and that he did not notice red flags that he ought to have noticed. The decision does not make any findings that would imply that Mr. Osei was dishonest or that he knowingly engaged in misconduct. The LSBC Tribunal appeared to accept that Mr. Osei was ignorant of his professional obligations, that he was naïve, and that he was inexperienced and lacked mentorship. While this did not excuse the misconduct, it helped to explain it.

104Before us, the Law Society’s position was consistent with the LSBC Tribunal decision in that it does not dispute that Mr. Osei was overly credulous and it accepts that he was inexperienced and lacked mentorship. It does not allege that he knowingly engaged in misconduct.

105Mr. Borg’s position that Mr. Osei’s misconduct was intentional, while accepting that it was based on a misapprehension of the rules appears to be inconsistent, but it is not. It can be resolved by recognizing that Mr. Osei’s conduct was intentional – he intended for the monies to come in and out of his trust account as they did. Those transactions did not occur because of, for example, a computer or banking error. However, Mr. Osei’s misconduct was not intentional, meaning he was unaware that he had run afoul of his professional obligations in the process.

106Do these circumstances amount to misconduct that calls into question Mr. Osei’s good character?

107In AA, the Court of Appeal commented on the underlying objects of the Act when it comes to assessing a licensing applicant’s good character requirement. It concluded that

… good character cannot be reasonably understood or applied in isolation from the broader objectives of the Act, which take the questions of individual licensing applicants’ trustworthiness, and the public’s trust and confidence in the legal professions generally, as points of departure for the Law Society’s self-regulation in the public interest.

108In our view, while Mr. Osei admitted to engaging in professional misconduct, that misconduct did not engage his trustworthiness, integrity, or the public’s trust and confidence in the legal professions. We accept Mr. Osei was not aware that his conduct amounted to professional misconduct. The fact that he contacted the practice advisor to seek advice on the matter demonstrates that he was unaware of these obligations prior to reading the Gurney decision. After reading the decision, he continued to act for MP but understood that he was entitled to use the trust account in certain transactions because he had done some legal work in connection with them.

109In our view, the fact that Mr. Osei did not stop acting for MP does not amount to contemptuous conduct or a lack of compliance, as suggested by the Law Society. We accept Mr. Osei’s explanation that the discussion with the practice advisor involved canvassing multiple ways of moving forward, one of which was to stop acting for MP. He indicated to the practice advisor that he would continue acting for MP; she accepted this, and she told him to proceed cautiously and to take good notes.

110We conclude that the LSBC Tribunal’s prior findings of professional misconduct against Mr. Osei do not provide a basis for concluding that his good character has been called into question. We also do not find that the unauthorized practice investigation by the Law Society raises an issue as to his character. We question the conclusion that Mr. Osei held himself out as being able to practise in Ontario given that his website clearly indicated that he was only licensed in British Columbia, even if he was located in Ontario. In any event, all of the evidence of Mr. Osei’s actions regarding his website indicates these actions were based on a misunderstanding of the “holding out” rules in Ontario.

111While the prior findings against Mr. Osei may relate to competency, in our view, they do not relate to good character. His integrity has not been impugned.

112The Law Society has not met its initial burden of calling Mr. Osei’s character into question.

Armstrong factors

113Even if we were to accept that the LSBC Tribunal findings of misconduct give rise to an issue of good character, we find on the evidence that Mr. Osei is nevertheless presently of good character. In this analysis, we exclude the “holding out” issue as we do not see that as “misconduct” requiring a good character analysis under Armstrong.

114In determining whether an applicant is presently of good character, a panel may consider the following, known as the Armstrong factors:

• the nature and duration of the misconduct;

• whether the applicant is remorseful;

• what rehabilitative efforts, if any, have been taken, and the success of such efforts;

• the applicant’s conduct since the proven misconduct; and

• the passage of time since the misconduct.

115Not all of these factors are equally relevant in any given case, and we may consider other factors.

Nature and duration of the misconduct

116The seriousness of the misconduct here is moderate to low, given the facts of this case. While any misuse of a trust account is generally considered serious, it is not on the high end of the scale of seriousness, as would be, for example, misappropriation, fraud, or criminal conduct. The misconduct in this case was inadvertent in the sense that Mr. Osei did not know his conduct gave rise to a breach of his professional obligations.

117In addition, there is no evidence any of the transactions listed in the LSBC Tribunal decision were illegitimate. There is no evidence any of them were in any way related to money laundering or any other kind of illicit activity. All the evidence points to these being legitimate business transactions that Mr. Osei was retained to facilitate. That said, misuse of one’s trust account in the way that Mr. Osei did can lead to serious abuse, even if there is no evidence of that in this case. It is for this reason that the LSBC Tribunal imposed a four-month suspension on a young lawyer with no prior regulatory history. The proper use of a trust account is a responsibility that must be taken very seriously.

118Failing to advise third parties that he did not act for them and that they should seek independent legal advice does not fall into a serious category of misconduct. There is no evidence these were not sophisticated third parties and there is no evidence of any prejudice to them.

119As we have stated, we do not view the “holding out” issue to be misconduct requiring analysis.

120Overall, while the misconduct could otherwise be viewed as “serious” given the misuse of the trust account, it is tempered by Mr. Osei’s credible explanations – which the LSBC Tribunal and the Law Society appear to accept – relating to his inexperience, lack of mentorship and a misapprehension of his obligations.

121We assess the misconduct as a whole to be on the mid-point of the seriousness scale. The duration of the misconduct is not insignificant, 18 months, but it is explained by Mr. Osei’s misapprehension of his obligations throughout that time.

Remorse

122Remorse can be a mitigating factor. Lack of remorse is not generally aggravating. In addition, licence applicants should not be penalized for maintaining an honest belief in their innocence. In such circumstances, it is illogical and unrealistic to expect them to show remorse for misconduct that they deny having committed: Zoraik v Law Society of Ontario, 2019 ONLSTA 11.

123As for Mr. Osei’s position that certain aspects of the ASF and the LSBC Tribunal decision were misleading or otherwise a mischaracterization of the evidence, we do not view this as indicating a lack of remorse or insight. Mr. Osei admitted the core elements of the two findings of professional misconduct. As noted in Zoraik at para 29:

Every licensing application that comes before the Tribunal will disclose some objectionable conduct in an applicant’s past. The applicant’s reaction to and explanation of the prior conduct, and what the applicant has done in the intervening years as a result, must not devolve into a prepared choice or formula based on the pluses and minuses of different options. There is no right or wrong formula, and a departure from the approaches most commonly taken by good character applicants may or may not have merit. A hearing panel must not penalize an applicant for his truthful response, even if that response does not fit neatly within one of the usual categories. Rather, the panel must weigh that response as part of the full factual matrix at the hearing. (Emphasis added)

124Mr. Osei is entitled to take issue with the way in which the LSBC Tribunal decision highlighted the scourge of money laundering since, in his view, it gave the reader the impression that money laundering was somehow an issue in his case, when it was not. It appears the way the decision was written confused even Mr. Borg, who swore an affidavit implying that the LSBC Tribunal found that Mr. Osei “knowingly engaged in money laundering”. He then had to strike that from his affidavit, but a similar sentence remained in his investigative report.

125Mr. Osei is also entitled to add context to the ASF in this proceeding. While he did not contradict anything in the ASF in his testimony before us, he added helpful context that assisted us in our understanding of the transactions and of his rationale at the time. He should not be penalized for his view that the ASF did not include all relevant context.

126When it came to the findings of misconduct against him, Mr. Osei was sincerely remorseful. He was credible in those expressions of remorse and we accept them as a mitigating factor.

Rehabilitation

127Mr. Osei has engaged in rehabilitative efforts to address the misconduct, detailed above at para 70.

128None of these actions were required by the LSBC. These are all efforts Mr. Osei has taken on his own accord.

129We consider these efforts to be an expression of Mr. Osei’s sincere desire to “right the wrongs”. Or, to put it in the words of the Court of Appeal in AA, to dig himself out of the hole he had dug for himself through his misconduct. These efforts also reinforce our finding that Mr. Osei is remorseful.

130As stated by the panel in Law Society of Ontario v Colavita, 2025 ONLSTH 102 at paras 105-106 (in the context of a penalty hearing):

… most licensees will express some remorse when facing a penalty hearing in which they know remorse is a factor. A more persuasive indication of remorse is what steps a licensee takes when confronted with their misconduct.

In this case, the Lawyer’s actions since the misconduct are indicators of genuine remorse.

131Likewise, we conclude that Mr. Osei’s rehabilitative efforts are indicators of genuine remorse.

132The Law Society argues that Mr. Osei has not taken a course relating to the proper use of trust accounts and this should mean that he is not truly rehabilitated. It also argues that because he still maintains a trust account, the intention to not use it does not ensure that similar misconduct will not recur. We disagree.

133As the Hearing Panel stated over 25 years ago in Re Preyra, above:

The onus is on the applicant to prove that he is of good character at the time of the hearing of the application. The standard of proof is the balance of probabilities. The relevant test is not whether there is too great a risk of future abuse by the applicant of the public trust, but whether the applicant has established his good character at the time of the hearing on a balance of probabilities. The test does not require perfection of certainty. The applicant need not provide a warranty or assurance that he will never again breach the public trust. The issue is his character today, not the risk of his re-offending. (Emphasis added)

134Mr. Osei is not required to demonstrate that he will not engage in the same misconduct again, although that is the hope. He is only required to show that he is of good character today, which may include engaging in rehabilitative efforts. In our view, Mr. Osei has sought out rehabilitation in various ways and we accept these efforts as mitigating.

Applicant’s conduct since the proven misconduct

135Mr. Osei has had no regulatory issues since the misconduct. He practises freely in British Columbia with no restrictions on his licence.

136Mr. Osei is engaged in giving back to the wider community and, in particular, in supporting vulnerable populations that have historically faced – and continue to face – systemic barriers in society. He gives his time to help dismantle these barriers. We find this work commendable.

137Mr. Osei’s conduct since the misconduct is a mitigating factor.

Passage of time

138Mr. Osei last engaged in the misconduct referred to in the LSBC Tribunal decision in 2017, nine years ago. This is a significant amount of time. Accepting that the misconduct was professional misconduct related to inexperience and lack of mentorship, it is like comparing the professional and competency skills of a first-year lawyer with that of a 10-year lawyer. A lot is learned in nine years.

139Given the type of misconduct at issue, we conclude that nine years is sufficient time for Mr. Osei to have learned and grown from this experience. Mr. Osei has not engaged in intentional misconduct that impugns his integrity. The issues here are more about education than about character development. In our view, nine years represents a significant amount of time in the circumstances.

140The passage of time is a mitigating factor.

CONCLUSION

141Mr. Osei is presently of good character. We do not consider the prior findings of misconduct by the LSBC Tribunal nor the unauthorized practice investigation by the Law Society to impugn Mr. Osei’s character such that an Armstrong analysis is required.

142Even if that did amount to misconduct, an Armstrong analysis confirms that Mr. Osei is presently of good character.

143Mr. Osei’s application for a licence to practise law in Ontario is allowed.

144If the parties wish to address the issue of costs, they may make serve and file written submissions of no more than five pages each by April 6, 2026.

¹ A search engine optimization ranking reflects how a webpage is ranked by search engines.