The
issue
arises
our
of
an
investigation
which
the
director
has
been
carrying
on
since
1979,
when
a
field
audit
was
launched.
After
the
first
stage
of
the
audit,
the
assessors
presented
a
number
of
written
questions
and,
after
receiving
a
response,
requested
access
to
the
petitioner’s
files.
As
a
result,
they
have
had
access
to
a
large
number
of
files
and
have
been
made
aware
of
the
existence
of
the
documents
and
files
here
in
question.
The
petitioner
has
objected
to
producing
those
on
the
ground
of
privilege.
A
demand
for
their
production
has
been
made
under
subsection
231(3),
a
custodian
of
the
documents
has
been
appointed
and
this
petition
brought
to
determine
whether
the
claim
for
privilege
is
well
founded.
The
director’s
investigation
is
aimed
at
certain
dealings
between
the
petitioner
and
a
number
of
companies
with
which,
in
one
way
or
another,
it
has
a
degree
of
affiliation.
Both
the
dealings
and
the
relationship
between
the
various
companies
are
complex
but
the
issue,
simply
put,
is
whether
the
petitioner,
in
dealings
not
at
arm’s
length,
sold
at
less
than
the
fair
value
of
the
product
or
incurred
more
than
its
fair
share
of
expenses.
There
has
not
been
a
reassessment.
The
purpose
of
the
investigation
is
to
determine
whether
there
is
a
basis
for
reassessing.
It
can
be
assumed
that,
unless
the
director
is
satisfied
by
the
investigation
that
his
suspicions
are
unfounded,
there
will
be
a
reassessment
and
an
appeal
by
the
petitioner.
The
application
provided
for
by
subsection
232(4)
has
been
heard.
The
custodian
has,
as
directed,
delivered
the
two
sealed
boxes
of
documents
to
the
court
to
permit
my
inspection
of
them
and
I
have
read
so
much
of
each
document
as
I
considered
necessary
to
determine
the
question.
There
is
here
no
question
of
oral
communications
nor
does
the
exception
with
respect
to
lawyers’
accounting
records
have
any
application.
The
question
therefore
is:
What
right
does
the
petitioner
have
in
this
court
to
refuse
to
disclose
a
documentary
communication
on
the
ground
that
it
is
one
passing
between
it
and
its
lawyer
in
professional
confidence.
The
basic
rule
I
take
to
be
as
stated
in
Cross
on
Evidence,
4th
ed
at
248-9:
It
is
pointed
out
in
para
17
of
the
16th
Report
of
the
Law
Reform
Committee
that
the
privilege
covers
three
kinds
of
communication:
Many
of
the
communications
for
which
privilege
is
claimed
were
to
or
from
Mr
Gordon
M
Clark,
who
is
vice-president,
secretary
and
general
counsel
of
the
petitioner.
There
is
no
distinction,
for
the
purpose
of
a
claim
to
legal
professional
privilege,
between
lawyers
in
private
practice
and
salaried
legal
advisers
such
as
Mr
Clark.
That
question
was
considered
in
Alfred
Crompton
v
Commissioners
of
Customs,
[1972]
2
QB
102;
[1972]
2
All
ER
353,
affirmed
[1973]
2
All
ER
1169.
The
Court
of
Appeal
there
held
that
Forbes,
J,
the
chambers
judge,
had
been
wrong
in
holding
that
communications
inside
an
organization,
which
has
an
internal
legal
branch,
are
not
protected.
That
aspect
of
the
decision
was
not
challenged
when
the
matter
came
before
the
House
of
Lords.
On
this
hearing,
Mr
Jackson
accepted
it
as
correctly
stating
the
law
in
this
province
but
emphasized
that
Mr
Clark’s
legal
hat
is
one
of
several
which,
by
the
nature
of
his
position,
he
is
called
upon
to
wear
in
carrying
out
his
duties.
Privilege
can,
of
course,
arise
only
in
respect
of
those
communications
made
to
or
by
him
while
wearing
his
legal
hat.
The
second
branch
of
the
rule
of
privilege,
ie
where
litigation
is
in
being
or
contemplated,
requires
a
determination
as
to
the
point
at
which
litigation
was
in
contemplation.
In
order
for
privilege
to
arise,
there
must
be
a
definite
prospect
of
litigation
as
opposed
to
a
vague
anticipation
of
it:
Condy
v
Mark,
31
DLR
(3d)
626.
In
the
circumstances
of
that
case,
it
was
held
that
a
complaint
by
the
eventual
plaintiff
to
the
defendant
stockbroker
was,
in
the
circumstances,
sufficient
to
give
rise
to
a
definite
prospect
of
litigation.
In
the
context
of
dealings
between
a
taxpayer
and
Revenue
Canada,
I
think
it
clear
that
litiga-
tion
may
be
definitely
in
prospect
prior
to
any
formal
legal
step
such
as
a
reassessment
being
taken.
It
may
be
when
the
Minister,
by
word
or
deeds
(such
as
the
implementation
of
a
field
audit),
gives
a
definite
indication
of
not
accepting
the
position
set
out
in
the
return.
Or
it
may
be
at
an
earlier
stage,
at
which
there
may
have
been
no
communication
between
the
taxpayer
and
the
department,
but
where
the
former
recognizes
the
existence
of
a
possible
issue.
The
question
is
one
as
to
what
was
in
the
mind
of
the
person
Claiming
privilege.
In
this
case,
the
issues
relate
to
dealings
in
the
period
1974
to
1978.
It
is
not
beyond
the
bounds
of
reason
to
think
that,
in
some
degree,
litigation
may
have
been
in
contemplation
in
relation
to
income
tax
liability
as
early
as
1974
because
it
is
possible
that,
in
the
execution
of
the
usual
battle
of
wits
between
the
taxpayer
and
the
department,
the
taxpayer
may
properly
enough
have
decided
to
structure
some
aspect
of
its
dealings
to
reduce
tax
liability
in
a
way
which
foreseeably
could
be
challenged
by
the
Department.
However,
I
find
no
definite
evidence
of
the
petitioner
giving
consideration
to
the
possibility
of
an
issue
with
the
Department
in
relation
to
these
matters
before
October,
1977.
The
documents,
and
particularly
a
privileged
memorandum
of
October
3,
1977,
make
it
clear
that,
by
that
time,
active
consideration
was
being
given
to
the
income
tax
implications
of
the
inter-company
dealings.
I
therefore
take
that
date
as
being
the
point
at
which
litigation
was
in
contemplation
so
as
to
give
rise
to
the
second
head
of
privilege.
Some
of
the
documents,
although
not
prepared
in
anticipation
of
litigation
with
Revenue
Canada,
relate
to
other
litigation,
contemplated
or
actual.
Those
documents
I
have
treated
as
coming
under
the
second
head
of
privilege.
There
is
no
assertion
or
suggestion
of
any
fraud
or
other
improper
conduct
on
the
part
of
the
petitioner
and
therefore
no
basis
for
application
of
the
rule
that
the
privilege
attaching
to
solicitor-client
communications
may
be
lost
where
the
communications
or
advice
were
in
furtherance
of
a
fraud.
In
respect
of
a
number
of
the
files,
I
have
applied
the
rule
that
where
the
documents
or
copies
of
documents
which
are
not
otherwise
privileged
form
part
of
the
collection
assembled
by
or
at
the
request
of
the
lawyer,
the
whole
of
the
collection
is
privileged:
Lyell
v
Kennedy
(1884),
27
Ch
D
1.
That
rule
was
applied
by
Collier,
J.
In
re
Hoyle
Industries
Ltd
and
Hoyle
Twines
Ltd,
[1980]
CTC
501;
80
DTC
6363,
a
recent
decision
on
an
application
similar
to
this
one.
On
the
hearing,
Mr
Thorsteinsson
submitted
a
“description
and
commentary
of
documents”
which
I
will
refer
to
as
the
“outline”.
It
assigns
a
number
to
each
file
folder
in
the
two
boxes
of
documents
which
were
the
subject
of
the
original
application.
In
each
case,
I
have
noted
that
number
on
the
outside
of
the
folder
in
the
upper
right
hand
corner.
Some
of
the
file
folders
contain
only
one
or
two
documents
whereas
some
contain
a
very
large
number,
some
appear
to
be
the
file
as
originally
assembled
in
the
ordinary
course
of
business
while
others
are
assemblies
which
appear
to
have
been
for
the
purposes
of
this
application.
In
those
files
in
which
I
considered
it
necessary
to
distinguish
between
individual
documents
or
groups
of
documents
I
have
assigned
them
letters
in
the
order
in
which
the
description
appears
in
the
outline.
eg,
in
file
4
of
Box
A,
the
four
memoranda
referred
to
have
been
designated
by
me
as
A,
B,
C
and
D
and
I
have
noted
that
letter
on
the
upper
right
hand
corner
of
the
first
page
of
each
document.
In
some
cases
where
I
was
Satisfied
that
the
description
in
the
outline
is
accurate
and
that
nothing
more
need
be
said,
I
have
simply
stated
that.
It
should
not
be
inferred
that,
where
I
have
not
used
that
formula,
I
found
the
description
inaccurate
but
rather
that,
for
one
reason
or
another,
I
found
it
necessary
to
deal
more
extensively
with
the
particular
document.
Following
the
hearing,
and
upon
examining
the
files,
I
was
left
in
some
doubt
as
to
the
extent
to
which
the
description
and
assertions
in
the
outline
were
intended
to
be
assertions
of
fact
and
which
were
intended
merely
as
submissions.
To
resolve
that
difficulty,
the
parties
agreed
that
a
further
affidavit
could
be
received
from
Mr
Clark
and,
in
due
course,
a
further
affidavit
was
submitted
by
him.
At
the
same
time,
the
application
was
broadened
to
include
additional
documents
which
were
not
in
the
boxes
marked
A
and
B.
Mr
Clark’s
affidavit
included
a
memorandum,
similar
to
what
I
have
called
the
outline,
dealing
with
that
third
group
of
documents.
His
affidavit
swears
to
the
truth
of
certain
of
the
facts
in
the
outline.
It
was
agreed
by
the
parties
that
I
should
resolve
the
question
of
privilege
with
respect
to
that
third
group
of
documents
as
well
as
those
originally
submitted
to
me.
As
will
be
seen
from
the
schedule
attached
to
these
reasons,
I
have
done
that.
The
two
boxes
have
been
re-sealed.
The
third
group
of
documents,
which
I
have
designated
with
the
letter
“C”,
have
been
placed
in
a
third
box
which
has
also
been
sealed.
The
custodian
should
make
arrangements
with
the
court
Registry
to
take
possession
of
all
three
boxes.
Those
documents
in
respect
of
which
I
have
held
the
petitioner
not
to
have
a
solicitor-client
privilege
will
be
delivered
to
such
person
as
may
be
designated
by
the
Deputy
Minister
of
National
Revenue
for
taxation.
My
decision
with
respect
to
individual
documents
is
set
out
in
the
schedule
which
is
attached
to
and
forms
part
of
these
reasons.
Schedule
of
Rulings
Box
Marked
“A”
1.
File
marked
“Bundle
of
1977
Greens
—
P
D
Mare”
This
is,
as
claimed
in
the
outline,
a
request
for
legal
opinion
from
Mr
Clark
and
is
therefore
privileged.
2.
File
marked
“PDM
CZ
International”
(Box
GLP/PDM)
This
memorandum
was
provided
to
Mr
Clark
to
provide
facts
for
the
purpose
of
allowing
him
to
give
legal
advice
and
is
therefore
privileged.
3.
File
marked
“0-2
Orchids
Paper”
GLP/79
This
file
contains
correspondence
between
Mr
Clark
and
the
New
York
attorneys
who
acted
as
counsel
for
the
petitioner
in
the
litigation
involving
Orchids
Paper.
It
includes
material
assembled
by
the
lawyers
for
the
purpose
of
advising
upon
and
conducting
the
litigation.
The
whole
of
the
contents
of
the
file
are
privileged.
4.
P-10
Pulp
General
GLP/79
from
Box
GLP/PDM
(a)
A
copy
of
Sullivan
and
Cromwell’s
account
and
a
memorandum
as
to
how
it
should
be
charged
as
between
the
petitioner
and
other
companies.
It
is
not
a
privileged
communication.
(b)
The
memo
of
June
21,
1979
to
Mr
Clark
sets
out
information
regarding
shipments
of
pulp,
etc,
during
the
years
covered
by
the
investigation.
I
find
no
evidence
that
it
was
sent
because
of
any
legal
considerations
or
that
it
was
sent
to
Mr
Clark
in
his
capacity
as
legal
adviser.
It
is
not
privileged.
(c)
A
memo
from
Mr
Mare
to
Mr
Clark
which
is
partly
an
inquiry
on
questions
of
fact
but
includes
an
implied
request
for
legal
advice
based
on
the
wording
of
certain
contract
clauses.
It
is
privileged.
(d)
A
memo
referring
to
the
advisability
of
assigning
a
shipping
contract.
I
see
no
evidence
that
this
is
related
to
legal
advice
or
any
litigation
contemplated
or
otherwise.
Not
privileged.
5.
PDM
Income
Taxes
(a)
A
lawyer’s
letter
giving
advice.
Privileged.
(b)
An
internal
memorandum
discussing
that
advice.
Privileged.
Document
(c)
is
a
discussion
as
to
the
response
to
be
made
to
FIRA.
Mr
Clark
sent
the
memo
of
12
September,
1979,
but
I
find
no
evidence
that
he
did
so
in
his
capacity
as
legal
adviser
or
that
any
legal
advice
is
given
even
incidentally.
Not
privileged.
6.
PDM
1980
Greens
(Box
GLP/PDM)
(a)
A
report
to
Mr
Clark
on
a
discussion
with
Elk
River.
There
is
no
indication
that
this
information
was
conveyed
to
Mr
Clark
for
the
purpose
of
giving
legal
advice
or
in
his
capacity
as
legal
adviser.
Not
privileged.
(b)
Not
privileged
for
the
same
reasons
given
for
(a).
(c)
A
letter
to
Mr
Thorsteinsson
—
related
to
seeking
advice
from
him
and
therefore
privileged.
(d)
Privileged
for
the
same
reason
given
for
(c).
The
remaining
documents
in
this
file
((e)
to
(I))
are
all
memoranda
and
letters
related
either
to
seeking
and
receiving
legal
advice
or
discussing
it
within
the
company.
They
are
therefore
all
privileged.
7.
1975
Greens
(PDM)
—
Mise
Box
A
letter
to
counsel
seeking
advice.
Privileged.
8.
Brown
Kraft
Transfer
Binder
entitled
1-1
Income
Tax
Audit
—
Fed
Govt
—
GLP/80
The
contents
of
this
binder
as
explained
in
the
outline
are
material
prepared
within
the
company
to
develop
responses
to
the
questions
put
by
the
Department
at
a
time
when
litigation
was
in
contemplation.
All
are
privileged.
9.
Standard
Wood
Pulp
Contract
March,
1979
A1-21-(3)
—
Box
GMC
(II)
A
memorandum
to
Clark
and
a
response
by
him
which
constitutes
providing
information
for
and
receiving
of
legal
advice.
Privileged.
10.
PDM
1979
Greens
(rom
Box
GLP/PDM)
(a)
A
memorandum
to
Mr
Clark
expressing
the
views
of
Mr
Mare
as
treasurer
as
to
the
position
which
should
be
taken
in
allocating
the
price
of
the
Elk
River
transaction.
No
indication
that
it
was
written
for
the
purpose
of
seeking
legal
advice
or
was
to
Mr
Clark
as
legal
adviser.
Not
privileged.
(b)
A
memorandum
relating
to
preparation
for
discussions
with
the
auditors
—
deals
with
contemplated
litigation.
Privileged.
(c)
A
memorandum
from
Mr
Mare
to
Mr
Clark
discussing
proposed
terms
of
pulp
agreement
then
under
preparation.
This
is
in
essence
information
provided
to
enable
legal
advice
to
be
given.
Privileged.
(d)
A
memorandum
to
the
director
of
Taxes
relating
to
aspects
of
tax
questions
where
litigation
was
anticipated.
Privileged.
11.
PDM
—
CZ
Corporation
(Box
GLP/PDM)
A
communication
to
outside
counsel
for
the
purpose
of
enabling
him
to
give
advice.
Privileged.
12.
T8
Tax
Audit
CZCL
1980
Material
assembled
to
enable
responses
to
be
given
in
the
tax
audit
and
thus
in
anticipation
of
litigation.
Privileged.
13.
P-10
Pulp
General
—
GLP/80
—
Box
GLP
As
claimed
this
is
material
assembled
for
tax
counsel.
All
privileged.
Box
Marked
‘B’
1.
Miscellaneous
Documents
loose
at
the
front
of
the
Box
(a)
A
request
for
legal
advice.
Privileged.
(b)
A
letter
from
Mr
Clark
to
Mr
Pearson
in
the
Law
Department
of
Crown
Zellerbach
Corporation.
A
communication
to
a
third
party
on
a
matter
which
is
not
in
itself
privileged.
No
privilege.
(c)
A
legal
opinion
by
Mr
Clark
to
others
within
the
company.
Privileged.
2.
1-1
Income
Tax
Audit
Fed
Govt
—
GLP
1980
—
Box
GLP
This
is
all
material
much
of
which
is
communications
to
and
from
tax
counsel
which
was
assembled
in
connection
with
the
responses
to
be
made
to
Revenue
Canada.
Involves
contemplated
litigation.
All
privileged.
3.
C-J
Combines
Investigation
Act
—
GLP
1976
Correctly
described
in
the
outline.
Privileged
on
the
basis
claimed
therein.
4.
C-3
Combines
Investigation
Act
—
GLP
1977
A
report
from
counsel
re
a
combines
matter.
Privileged.
5.
C-11
Corp
Counsel
and
Sec
—
GLP
1979
Correspondence
with
the
law
firm
representing
Bulldog
relating
to
a
settlement
of
that
action.
A
communication
with
outsiders
which
is
not
privileged.
6.
L2
Legal
Secretaries
Department
1980
—
Box
RGR
A
memo
from
Mr
Clark
to
the
chairman
of
the
compaNy
giving
legal
advice.
Privileged.
7.
L-2
Legal
Secretaries
Department
1979
—
Box
RGR
A
memo
to
the
president
giving
legal
advice.
Privileged.
8,
L-2
Legal
Secs
Dept
178
—
Box
RGR
A
compilation
of
legal
opinions
and
reports
on
litigation.
All
privileged.
9.
Legal
—
Newsprint
Price
Lists
and
Combines
Investigation
Act
L2-10
—
Box
GMC
(I)
Correctly
described
in
the
outline.
Privileged.
10.
ConCel
Inc.
(B-10
Pulp
—
Correspondence
L2-119R)
Correctly
described
in
the
outline.
Privileged.
11.
L2-81
Pulp
Sales
to
Consolidated
Fibres
Credit
Department
—
Box
GMC
(I)
The
same
document
as
Box
A,
No
1.
Privileged.
12.
Ontario
Inter-provincial
Income
Allocation
re
CZCL
and
Richmond
Paper
Products
L4-99R
Internal
memoranda
related
to
income
tax
audit.
Privileged.
13.
Research
and
Development
Agreement
Revenue
Canada
Income
Tax
Audit
L4-98
Red
Material
relating
to
the
present
issue
with
Revenue
Canada
all
of
which
came
into
being
while
litigation
was
anticipated.
Privileged.
14.
Newsprint
Investigation
—
Combines
Investigation
Act
27
September,
1976
—
L2-
69
Correctly
described
in
the
outline.
Privileged.
15.
Legal
Opinions
Re
Combines
Investigation
Act
Consists
entirely
of
legal
opinions
and
material
related
thereto.
Privileged.
16.
Norsk
v
Ocean
Falls
—
Termination
of
Ocean
Freight
Contract
—
L1-151
Red
Confidential
communications
relating
to
the
law
suit
arising
out
of
termination
of
the
Ocean
Falls
contract.
All
privileged.
17.
Third
Party
Claim:
Norsk
Pacific
v
CZCL
Trolleggan
No
10
Voyage
—
L1-87
Confidential
communications
in
another
legal
proceeding.
Privileged.
18.
C-21
Crown
Zellerbach
International
—
July-September,
1979
—
Box
BWB
I
A
memorandum
prepared
to
provide
information
to
outside
counsel
for
the
purpose
of
receiving
an
opinion.
Privileged.
19.
A8
Audit
Committee,
Directors/1978
BWB
—
Box
BWB
1]
The
three
items
are
correctly
described
in
the
outline
and
are
all
privileged.
20.
TGR
1980
General
Counsel/Secs
Department
This
file
contains
6
memoranda
all
written
by
Mr
Clark
but
dealing
with
quite
different
matters.
(a)
Legal
advice
with
respect
to
directors’
status.
Privileged.
(b)
Providing
information
regarding
areas
of
land
which
the
company
was
considering
leasing.
No
element
of
legal
advice.
Not
privileged.
(c)
A
memo
providing
information
re
property
taxes
on
various
pieces
of
land.
No
element
of
legal
advice.
Not
privileged.
(d)
Memo
containing
an
extract
from
the
annual
report
of
the
combines
investigation
director.
No
element
of
legal
advice.
Not
privileged.
(e)
A
memo
providing
information
regarding
the
activities
of
a
section
of
the
department.
No
element
of
legal
advice.
Not
privileged.
(f)
A
memo
summarizing
appeals
lodged
re
assessments
of
property
and
equipment.
No
legal
advice.
Not
privileged.
(g)
A
letter
from
Mr
Thorsteinsson
relating
to
the
matters
now
in
issue.
Privileged.
21.
TGR
1978
General
Counsel/Secs
Department
(a)
A
draft
memorandum
from
Mr
Clark
to
Mr
Rust
summarizing
terms
of
pulp
sale
agreements.
Largely
factual
but
does
contain
elements
of
legal
advice.
Privileged.
(b)
A
memorandum
from
Mr
Clark
to
Mr
Rust
re
proposed
pulp
sales.
Contains
legal
advice.
Privileged.
(c)
Draft
memorandum
from
Mr
Clark
to
Mr
Rust
re
pulp
agreements.
Gives
legal
advice.
Privileged.
(d)
A
memorandum
from
Mr
Clark
to
Mr
Rogers
and
others
re
litigation
in
progress
against
government
of
BC.
Elements
of
legal
advice.
Privileged.
(e)
Memorandum
from
Mr
Clark
to
Mr
Rust
re
a
court
decision
in
that
matter.
Privileged.
(f)
A
memorandum
from
Mr
Clark
to
Mr
Rust
with
a
copy
of
a
letter
to
another
party
giving
legal
advice
of
interest
to
the
petitioner.
The
letterhead
being
provided
because
of
that
interest.
A
way
of
giving
legal
advice.
Privileged.
(g)
A
letter
from
outside
counsel
giving
legal
advice
on
a
shipping
matter.
Privileged.
22.
TGR
General
Counsel/Sec
Department
1979
(a)
Memorandum
re
lands
and
properties
which
provides
information
and
makes
recommendations
but
has
no
element
of
legal
advice.
Not
privileged.
(b)
A
memo
from
Mr
Clark
to
an
officer
of
the
company
with
a
proposed
letter
drafted
by
Mr
Clark
for
the
officer.
Elements
of
legal
advice.
Both
privileged.
(c)
Opinion
of
outside
counsel
re
Orchids
Paper
matter.
Privileged.
(d)
Draft
memorandum
re
Orchids
Paper
matter
which
was
then
in
litigation.
Privileged.
(e)
Draft
letter
of
opinion
re
Orchids
Paper
matter.
Privileged.
23.
Bleach
Kraft
Pulp
Contract
—
CZ
Corp
and
Elk
Falls
Co
Ltd
—
A
1-51
This
is
a
large
file
including
a
number
of
memoranda
which
appear
elsewhere
in
the
files.
It
apparently
was
assembled
in
relation
to
the
present
issues
as
to
tax
liability
and
while
litigation
was
in
contemplation.
Mr
Thorsteinsson
was
involved
in
some
parts
of
it.
The
whole
of
the
file
is
privileged.
24.
P9
Pulp
and
Paper
Group
—
Box
BWB
III
—
80-BWB
A
letter
to
outside
tax
counsel
providing
information.
Privileged.
25.
T1
Tax
Department
and
Taxes
—
Box
BWB
III
—
80-BWB
As
described
in
outline.
Privileged.
26.
T1
Tax
Department
and
Taxes
—
Box
BWB
III
78-BWB
(a)
A
letter
from
outside
counsel
transmitting
a
letter
from
the
lawyer
for
an
opposite
party
and
copies
of
court
documents.
No
element
of
advice.
Not
privileged.
(b)
Correctly
described
in
outline.
Seeking
lawyer’s
opinion.
Privileged.
27.
N1
Newsprint
—
GLP/80
—
Miscellaneous
Box
(a)
A
memorandum
seeking
lawyer’s
advice.
Privileged.
(b)
A
letter
providing
Mr
Thorsteinsson
with
information
and
relating
to
contemplated
litigation.
Privileged.
(c)
Privileged
for
the
same
reason
as
(b).
28.
01
Ocean
Falls
Corp
CLP
76/77
—
Box
GLP
(a)
A
letter
to
lawyer
for
opposite
party.
Not
privileged.
(b)
A
letter
from
the
same
lawyer.
Not
privileged.
(c)
A
letter
to
the
same
lawyer.
Not
privileged.
(d)
A
memorandum
from
Mr
Clark
to
Mr
Pearson
giving
advice.
Privileged.
(e)
Letter
to
lawyer
for
opposing
party.
Not
privileged.
(f)
A
letter
from
the
same
lawyer.
Not
privileged.
(g)
A
copy
of
a
letter
to
the
same
lawyer.
Not
privileged.
29.
P-11
Pulp
Contracts
and
Agreements
—
GLP/80
Box
GLP
(a)
A
memorandum
seeking
legal
advice.
Privileged.
(b)
A
group
of
memoranda.
This
is
a
collection
of
memoranda
and
supporting
information
prepared
at
the
suggestion
of
outside
tax
counsel
and
relating
to
the
matters
now
in
issue
and
prepared
while
litigation
anticipated.
All
privileged.
30.
C-3A
GLP
Corp
Counsel
and
Sec
176
—
Box
GLP
(a)
Opinions
of
patent
attorneys.
Privileged.
(b)
A
memorandum
from
Mr
Clark
to
the
Executive
Group
enclosing
clippings
—
a
form
of
providing
legal
advice.
Privileged.
(c)
A
memorandum
re
patent
law
revisions.
Essentially
an
opinion
on
law.
Privileged.
31.
P5
Pulp
—
General
Box
—
RGR
Another
copy
of
document
1
in
Box
A.
Privileged.
32.
Newsprint
contracts
—
CZ
Corp
and
Elk
Falls
Co
Ltd
A6-5
(a)
A
memorandum
from
Mr
Gamble
re
pulp
and
newsprint
contracts
for
review
and
comments.
This
is
said
in
the
outline
to
be
a
solicitor/client
communication
in
the
course
of
seeking
legal
advice.
But
it
was
directed
to
Messrs
Beaton,
Pearson,
Cooper
and
Unsworth,
as
well
as
Mr
Clark
and
appears
to
be
seeking
the
comments
of
that
group
of
officers
(Executive
Committee?)
rather
than
the
lawyer.
Not
privileged.
(b)
A
memorandum
re
market
pulp
sales.
It
is
said
in
the
outline
to
have
been
prepared
for
submission
to
outside
tax
counsel
but
there
is
no
evidence
to
confirm
that.
Not
privileged.
(c)
A
lawyer’s
letter
giving
advice.
Privileged.
(d)
A
letter
from
the
company’s
attorney
in
the
US
re
form
of
notice.
Privileged.
(e)
Lawyer’s
letter
giving
advice.
Privileged.
(f)
Lawyer’s
letter
giving
advice.
Privileged.
(g)
Lawyer’s
letter
giving
advice.
Privileged.
(h)
Lawyer’s
letter
giving
advice.
Privileged.
33.
A3
Marketing
BA
Group,
F
Oxenbury,
etc
GLP/79
—
Box
GLP
All
of
these
are
memoranda
seeking
legal
advice
from
Mr
Clark.
The
entire
file
is
privileged.
34.
Proposed
Pulp
Sales
Contract
with
CZ
International
Inc
A1-210
(a)
The
original
of
the
document
in
file
2
in
Box
A.
(i)
is
another
copy
of
that.
(b)
to
(1)
are
memoranda
and
excerpts
from
bulletins
and
statutes
all
of
which
constitute
the
giving
of
legal
advice
by
Mr
Clark
to
others
within
the
company,
(k)
is
a
memorandum
to
Mr
Clark
with
information
to
allow
him
to
advise
on
contract
revisions.
The
whole
of
the
contents
of
file
34
are
privileged.
Additional
Documents
Submitted
in
July,
1981
(listed
in
Exhibit
B
to
Mr
Clark’s
Affidavit
of
July
22,
1981)
Note:
The
numbering
conforms
to
that
in
the
memorandum,
Exhibit
B,
but
with
the
addition
of
the
letter
“C”to
distinguish
these
from
the
documents
in
Box
A
and
Box
B.
C-1.
Attached
to
a
piece
of
paper
being
the
note
“L-2
Legal
Contracts
(BAC)”
Correctly
described
in
the
memorandum.
Privileged.
C-2.
Attached
to
a
piece
of
paper
bearing
a
note
“P10
Pulp
Agreements
—
GLP
1977”
(a)
A
letter
to
General
Counsel
of
Crown
Zellerbach
Corporation
regarding
an
agreement
between
that
corporation
and
the
petitioner.
Not
privileged.
(b)
A
letter
from
Crown
Zellerbach
Corporation
to
the
petitioner
regarding
a
proposed
amendment
of
the
agreement
between
the
two
corporations.
Not
privileged.
(c)
Privileged
for
the
reasons
claimed
in
the
memorandum.
C-3.
Attached
to
a
piece
of
paper
bearing
a
note
”P22(a)
Pulp
Sales
General
(BAC)”
Privileged
for
the
reasons
claimed
in
the
memorandum.
C-4.
File
marked
“C-49(a)
Crown
Zellerbach
International
—
Contract
Revision
Study-
Copy
of
a
memorandum
which
appears
in
file
23
in
Box
B
and
which
was
there
held
privileged
because
it
was
part
of
an
assembly
prepared
for
counsel.
That
ground
of
privilege
does
not
extend
to
this
copy.
Not
privileged.
C-5.
File
marked
“PDM
Pulp
Contract”
Correctly
described
in
the
memorandum.
It
does
not
appear
that
this
request
was
made
of
Mr
Clark
as
legal
adviser.
Not
privileged.
C-6.
File
marked
"P9
Pulp
General
—
GLP
1978”
(a)
There
is
no
evidence
that
this
copy
of
the
memorandum
was
sent
to
Mr
Clark
as
legal
adviser
or
for
any
reason
which
would
give
rise
to
privilege.
Not
privileged.
(b)
Privileged
for
the
reasons
claimed
in
the
memorandum.
C-7.
File
marked
"P-10
Pulp
Agreements
—
GLP”
(a)
This
memorandum
is
a
synopsis
of
the
terms
of
certain
agreements.
Not
legal
advice.
Not
privileged.
(b)
A
memorandum
giving
advice,
essentially
legal
in
nature,
regarding
proposed
contractual
arrangements.
Privileged.
C-8.
Red
file
labelled
“Pulp
Sales
to
Consolidated
Fibres
L2-87
Credit
Dept
Enquiry”
Privileged
for
the
reasons
set
out
in
the
memorandum.
C-9.
File
marked
“US
Tax
Sensitive
Transactions
F2-25"
The
documents
are
correctly
described
in
the
memorandum.
It
is
clear
that
the
communication
was
widely
distributed
within
the
petitioner
corporation
and
that
any
element
of
legal
advice
in
it
was
given
to
Crown
Zellerbach
International
by
one
of
its
lawyers.
Not
privileged.
C-10.
File
labelled
“Newsprint
Contracts
Crown
Zellerbach
Corporation
and
Elk
Falls
Co
Ltd”
Correctly
described
in
the
memorandum.
Privileged.
C-11.
File
entitled
"Bleached
Kraft
Pulp
Contract
Crown
Zellerbach
Corporation
and
Elk
Falls
Co
Ltd
A1-51”
Correctly
described
in
the
memorandum.
Privileged.
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