Limited Liability Partnerships: A reality at last in British Columbia
In 1998, as a result of B.C. not having limited liability partnership (LLP) legislation, the CBABC Professional Liability Committee, chaired by William McAllister, QC of Vancouver, reviewed the viability of LLPs. The Committee recommended to the CBABC Provincial Council that a proposal be made to government to amend the Partnership Act to permit the creation of LLPs in order to provide sufficient protection to the public and to amend the Legal Profession Act to permit lawyers to carry on the practice of law within a LLP.
In 1999, the CBABC Provincial Council accepted the Committee’s recommendations.
Under the auspices of the CBABC Legislation and Law Reform Committee, a Limited Liability Partnership Committee, chaired by Carman Overholt, QC of Vancouver, began the complex work of reviewing law and policy and drafting legislation in order to implement the Provincial Council’s recommendations.
In the Spring of 2001, the CBABC submitted a proposal to the B.C. Government to make amendments to the Partnership Act to permit lawyers and other professionals to enter into LLPs. The CBABC proposed to protect innocent partners from legal liability arising out of the misconduct of their partners while at the same time protecting the public interest.
LLPs in general, provide legal protection from liability for partners in partnerships. That liability shield protects the debts of the partnership as well as for the actions of other partners. In this way, the liability protection is similar to that of incorporated companies. LLPs are common in other common law jurisdictions, including the United States. In Canada, notably Alberta and Ontario have had legislation for years permitting LLPs for lawyers. B.C. has had no such LLP legislation.
On April 27, 2004, the B.C. Government introduced in First Reading the Partnership Amendment Act, 2004 (Bill 35). Bill 35 provides a full shield from liability to not only lawyers and other professionals, but to businesses as well. Under Bill 35, an LLP partner is protected from legal liability except where there has been a negligent or wrongful act or omission of that partner or employees of the partnership.
Under Bill 35, to become an LLP requires a written partnership agreement and a certificate of registration by the registrar at the government corporate registry. To protect the public interest, Bill 35 requires all LLPs to register with corporate registry, to add the letters “LLP” to their business name and to notify clients of their change in status as an LLP. Bill 35 also permits extraprovincial LLPs.
For lawyers to become LLPs, Bill 35 amends the Legal Profession Act to expressly permit the Law Society of B.C. to regulate and authorize B.C. lawyers to register as LLPs in B.C. Accountants and notaries likewise have had their legislation amended to permit LLPs.
Bill 35 passed Third Reading on May 4, 2004. Bill 35 comes into force by regulation.
The time, energy and money invested by the CBABC and our volunteers, in developing and promoting this law reform proposal has yielded great success. We thank all those involved in helping achieve this result, and the Minister of Finance and his staff for making LLPs a priority in the current legislative agenda.
Law Week 2004: New directions, terrific results
Law Week Committee Chair Stephen Cooke sums up the Law Week activities organized by the CBABC.
5k Fun Run/Walk at UBC
On Sunday, April 4 an inaugural Walk/Run was held. About 60 people participated in what was, on a lovely Spring morning, a great family-oriented event. It went well for a first-time affair. Next year should see the wrinkles ironed out and, hopefully, a greater number of participants.
Public Forum on Street Crime and the Justice System
On Wednesday, April 14, the CBA and the Street Crime Working Group co-sponsored a public forum on Street Crime and the Justice System, hosted by CBC’s Ian Hanomansing. The Forum featured guest speakers Julius Lang, of the New York Center for Court Innovation, and James Hayden, a District Attorney from Oregon.
Vancouver Open House
On Saturday, April 17 (the anniversary of the Charter of Rights and Freedoms), we celebrated Law Week with an Open House at the Vancouver Law Courts. Use of that location enabled the Law Week Committee to hold a number of events: displayers in the Great Hall; the Barry Sullivan Public Speaking Competition; and an elementary-school mock trial in the courtrooms. But most fitting for this year’s theme of Diversity: Celebrating Your Right to Be Unique was the Citizenship Court over which Thomas Berger QC, OC presided in which 80 individuals from 37 nations became Canadians. We were also delighted to hear from the chief judges from our three levels of courts, along with Attorney General Plant and President Robert Brun. The Law Foundation of B.C. and the Vancouver Bar Association, sponsors of Law Week with the CBA, were represented by, respectively, Professor Heather Raven and Michael Bain.
Also on Saturday, April 17, we held the popular Dial-A-Lawyer Program. About 30 lawyers answered calls at the CBA office, giving free legal advice in a number of areas of law.
There were several student activities. We tried a pared-down Student Mentor Program this year to ensure that we had enthusiastic participants. It worked well, but the Law Week Committee would like to see greater involvement from the legal community. The winners of the student contests were: Photo, Ashley Ekelund, South Kamloops; Public Speaking, John Dominic, Mission Secondary; and Short Story, Katrina Wiggins, Sardis Secondary.
Law Week moved in some new directions this year, with some terrific results. Many thanks to all those judges, lawyers, and members of the public, who volunteered their time to make Law Week 2004 such a great success. Thanks also to those who organized events in Duncan and Kelowna.
The Supreme Court of British Columbia
Notice to the Profession: Video Conferencing
The Honourable Chief Justice Donald Brenner issued a Notice to the Profession on April 6, 2004 regarding the availability of video conferencing. To read the complete notice, please visit www.courts.gov.bc.ca.
“Where the court grants an order allowing for the use of video conferencing or both parties consent, this technology can be used to avoid the cost of travel for counsel, parties or witnesses to personally attend court hearings. Where the intent is to use the technology in respect of witness testimony, regard should be had to the requirements in section 73 of the Evidence Act, R.S.B.C. 1996 c. 124 and in section 714.2 of the Criminal Code,” said Chief Justice Brenner.
Microsoft Strategist Meets Computer Law & Freedom of Information & Privacy Sections
A recent joint meeting of the Freedom of Information and Privacy Law and the Computer Law Sections featured guest speaker Peter Cullen, Chief Privacy Strategist of Microsoft and formerly Chief Privacy Officer of the Royal Bank of Canada. Members in attendance heard Mr. Cullen’s presentation on the topic “A Canadian CPO at the frontiers of computer technology: Privacy, Customer Trust and Dilemmas – the new reality.”
Mr. Cullen raised several issues including the differences of Canada’s provincial and federal privacy legislation and the U.S. legislation. Various issues are at play, including state rights as opposed to federal rights and things being done for political reasons. A copy of Mr. Cullen’s presentation at this March 25, 2004 joint meeting is available at www.cba.org/bc for registered members in the Computer Law and Freedom of Information and Privacy Law Sections.
Law Courts Education Society of British Columbia
Integrated Training on Domestic Violence in South Africa Launched
More than 200 representatives of government, NGOs and funding organizations met in Pretoria, South Africa on March 29 to launch the Integrated Training on Domestic Violence program.
Funded by CIDA, the program was developed by the South African Sexual Offences and Community Affairs Unit in partnership with the Law Courts Education Society of B.C., with the support of the Ministry of Attorney General and the Justice Institute of B.C. The goal of the program is to train more than 1,200 justice system personnel over the next few years.
The launch represents the completion of several years of work to develop an integrated approach to training all sectors of the justice system on dealing with domestic violence. At the launch, representatives signed a pledge to end domestic violence. This year, Canadian partners and supporters will receive certificates in recognition of their contributions to the project.
Lawyers Assistance Program (LAP)
LAP provides confidential support, counselling and referalls for lawyers, their families, support staff, judges and students suffering from alcohol and/or chemical dependency, stress, depression or just about any type of personal problem.
For assistance or information on meetings and resources please call 604-685-2171 or toll free 1-888-685-2171. The LAP office address is: 415-1080 Mainland Street, Vancouver, B.C. V6B 2T4. Visit LAP online at www.lapbc.com.
These articles were published in the June 2004 issue of BarTalk. © 2004 The Canadian Bar Association. All rights reserved.