When the client is an organization

3.2-3 Although a lawyer may receive instructions from an officer, employee, agent or representative, when a lawyer is employed or retained by an organization, including a corporation, the lawyer must act for the organization in exercising his or her duties and in providing professional services.

Commentary

[1]  A lawyer acting for an organization should keep in mind that the organization, as such, is the client and that a corporate client has a legal personality distinct from its shareholders, officers, directors and employees. While the organization or corporation acts and gives instructions through its officers, directors, employees, members, agents or representatives, the lawyer should ensure that it is the interests of the organization that are served and protected. Further, given that an organization depends on persons to give instructions, the lawyer should be satisfied that the person giving instructions for the organization is acting within that person’s authority.

(https://www.lawsociety.bc.ca/support-and-resources-for-lawyers/act-rules-and-code/code-of-professional-conduct-for-british-columbia/chapter-3-%E2%80%93-relationship-to-clients/)

Less than six weeks until the BC Law Society decides if the UBC deciding that a legal counsel answered an officer’s question of “how can I remove a student’s academic freedom so I don’t have to listen to a complaint about academic freedom about myself in a way where I don’t even have to declare a conflict of interest in closing the complaint about me down?” somehow doesn’t violate this clause of the BC Professional Code of Conduct. They’ll have to determine if the provost asking for a “get-me-out-of-policy-jail-free” card is within the Provost’s authority to ask for.

Even if the Provost hadn’t laid out his plan as to why he needed a way to make academic freedom go away, the violation is in trying to circumvent the policies in place to specifically catch his abuse of authority.

The Institution’s best interest was for everyone to follow the Conflict of Interest Policy from the beginning. It should have been followed and the first employee who was asked to cover for their boss should have suspected a COI and reported it. From the institutional perspective, it would have been a lot cheaper than what’s going to happen once two different regulatory services finally grind through their backlog.

I just can’t wait for that phone call.

Policy Police: You know officers have to follow your policies, don’t you?
UBC: Nu-uh! Our lawyers said we don’t have to!
PP: They work for the institution.
UBC: We are the institution!
PP: Grab a pen?
UBC: … Okay.
PP: No, you don’t understand. You just passed the ‘I’m just an officer’ test.

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