Court of Appeal for Saskatchewan Docket: CACV4174 Citation: Standing Buffalo Dakota First Nation v Maurice Law Barristers and Solicitors (Ron S. Maurice Professional Corporation) , 2024 SKCA 14 Date: 2024-02-15 Between: Standing Buffalo Dakota First Nation Appellant (Applicant) And Ron S. Maurice Professional Corporation operating as Maurice Law Barristers and Solicitors Respondent (Respondent) Before: Leurer C.J.S., Caldwell and Tholl JJ.A. Disposition: Appeal allowed as to costs only Majority reasons by: The Honourable Mr. Justice Caldwell and The Honourable Mr.

Justice Tholl Concurring reasons by: The Honourable Chief Justice Leurer On appeal from: 2023 SKKB 42 , Regina Appeal heard: June 13, 2023 Counsel: Nathan Xiao-Phillips and Mervin Phillips for the Appellant Corey Omer for the Respondent Caldwell and Tholl JJ.A. I.

OVERVIEW [ 1 ] In this appeal, Standing Buffalo Dakota First Nation [Standing Buffalo] seeks to have one of its claims against its former legal counsel reinstated after it was struck by a judge of the Court of King’s Bench for disclosing no reasonable claim, as being frivolous and as an abuse of process ( Standing Buffalo Dakota First Nation v Maurice Law Barristers and Solicitors (Ron S. Maurice Professional Corporation) , 2023 SKKB 42 [ Chambers Decision ]). [ 2 ] Under the struck paragraph of its originating application [Paragraph 1], Standing Buffalo sought orders declaring that Ron S.

Maurice Professional Corporation operating as Maurice Law Barristers and Solicitors [Maurice Law] was prohibited from recovering fees or disbursements from it and declaring that the retainer agreement between them [Retainer Agreement] was void for illegality. For this purpose, Standing Buffalo had pled that Maurice Law is represented by a professional corporation incorporated in Alberta, namely, Ron S. Maurice Professional Corporation [Maurice PC].

In simple terms, Standing Buffalo asserted that, because Maurice Law qua an Alberta professional corporation is not licensed or otherwise permitted to practise law in Saskatchewan pursuant to The Legal Profession Act, 1990 , SS 1990-91, c L-10.1 [ LPA ], it is prohibited under s. 30(1) of that Act from doing so, and, therefore, the Retainer Agreement is an illegal contract pursuant to s. 30(2). [ 3 ] In the course of the proceedings, Maurice Law applied under Rule 7-9 of The Queen’s Bench Rules for an order striking Standing Buffalo’s requests for declaratory relief under Paragraph 1.

In the Chambers Decision , a Court of King’s Bench Chambers judge granted the strike application because he interpreted the prohibition under s. 30 of the LPA as applying only to individuals and not to corporations. At bottom, he struck Paragraph 1 because it did not disclose a reasonable claim and also because it was, for that reason, frivolous and an abuse of process. [ 4 ] In appealing from that result, Standing Buffalo argues that the Chambers judge erred in his

interpretation of s. 30 of the LPA . It invites this Court to interpret that provision as prohibiting the unauthorized practise of law by all persons , including by corporations. We agree and interpret s. 30 as prohibiting corporations and all other persons from practising law without a licence.

However, we do not accede to Standing Buffalo’s corollary proposition that the application of s. 30 to corporations necessarily means that the Retainer Agreement is an illegal contract or that Maurice Law is barred from recovering fees and disbursements charged by it for the provision of legal services to its Saskatchewan clients. [ 5 ] One reason for this is that professional legal corporations [PLCs] do not practise law when the legal services that they provide are performed by licensed lawyers. Another reason is that applying our

interpretation of the LPA to the circumstances as pled by Standing Buffalo leads us to conclude that it could not succeed with its claim that the Retainer Agreement is an illegal contract. Therefore, it could not establish that Maurice Law is thereby wholly disentitled from collecting fees and disbursements invoiced to Standing Buffalo under that agreement. Taken as being true, the facts as pled by Standing Buffalo are that the legal services it received were performed by lawyers who were either licensed or otherwise authorised to practise law in Saskatchewan.

In short, the claim in Paragraph 1 has no arguable merit on the facts as pled. [ 6 ] Albeit for reasons that differ from those of the Chambers judge, it is plain and obvious to us that the claim in Paragraph 1 could not succeed, and we do not interfere with the order striking it. However, given that our reasoning differs from the Chambers judge, we set aside the award of costs in the Court of King’s Bench, leaving that matter to the judge who ultimately determines the dispute. We make no award of costs in the appeal.

II. BACKGROUND A. Pleadings [ 7 ] Standing Buffalo is a First Nation located in Saskatchewan. Maurice PC was incorporated and is registered as a professional corporation in Alberta, and it maintains offices in that province as well as in Saskatchewan and Ontario. Some of the lawyers with Maurice Law practise full time in Saskatchewan. It is not disputed that Ronald S.

Maurice owns at least some of the shares in Maurice PC and that he is a lawyer who has been a licensed member of the Law Society of Saskatchewan [Law Society] since 1991. [ 8 ] On January 30, 2020, Standing Buffalo entered into a contingency-fee and retainer agreement with Maurice Law. The Retainer Agreement describes Maurice Law as “Maurice Law Barristers & Solicitors as represented by Ron S. Maurice Professional Corporation (hereinafter referred to as ‘the Law Firm’)”. Mr.

Maurice signed the Retainer Agreement under a signature block identifying the contracting party as “Maurice Law Barristers & Solicitors” and referring to him as “the Law Firm’s authorized officer”. [ 9 ] The following excerpts from the Retainer Agreement give examples of the type and nature of services Maurice Law agreed to provide to Standing Buffalo: 3.

The Client does hereby retain and employ the Law Firm to act on behalf of the Client in advancing the following specific claims against Her Majesty the Queen in Right of Canada (“Canada”): (1) a claim asserting that Canada intentionally excluded Standing Buffalo Dakota First Nation from the negotiation of Treaty 4 and is entitled to be admitted to Treaty 4 or negotiate a new treaty with Canada (the “Comprehensive Claim”); (2) a claim asserting that the Client has an outstanding entitlement to agricultural and other benefits promised by the Crown (the “Agricultural Benefits Claim”); (3) joint use and benefit of Last Mountain IR 80A Fishing Station; and (4) any other matter that the Client my otherwise instruct the Law Firm to act upon from time to time (each a “Claim”, collectively the “Claims”).

The Law Firm hereby accepts such retainer and engagement in relation to the Claims, and in relation to any other matter that the Law Firm is from time to time instructed by the Client to act on. 4. The Law Firm shall, in the performance of such services, use its best skill and ability and in every way act in good faith to advance and protect the rights and interests of the Client in such matters insofar as this may be done in accordance with the law and the ethical standards of the legal profession. 5. The Client and the Law Firm acknowledge that: (

a) options for retaining the Law Firm other than by way of a contingency fee agreement, including retaining the Law Firm by way of a straight hourly rate retainer have been discussed; (

b) the Client has been advised that hourly rates may vary among solicitors and law firms and that the Client may speak with other solicitors or law firms to compare rates or to seek independent legal advice in relation to the terms of this Retainer Agreement; (

c) the Client agrees to retain the Law Firm by way of an agreement that provides for partial payment of fees on an interim basis and a contingency fee payable to the law firm upon concluding a negotiated settlement or award of compensation or damages in favour of the Client; and (

d) the Client understands that all the usual protections and controls on retainers between a solicitor and client, as defined by the Law Society of Saskatchewan and the common law, apply to this agreement. In particular, section 64(3) of the Legal Profession Act, 1990 provides that either the law firm or client may apply to a judge of the Saskatchewan Court of Queen’s Bench for “a determination as to whether or not the agreement is fair and reasonable.” 6. The Law Firm shall be entitled to be paid for the professional services rendered for and on behalf of the Client.

The total fees for services rendered by the Law Firm shall be based upon the complexity of the matter under consideration, the urgency of the matter under consideration and the results obtained for the Client. The Law Firm shall be entitled to a minimum remuneration equal to the product derived by multiplying the number of hours charged to the Client’s matters by the hourly billing rate of the Law Firm. The hourly billing rates for legal counsel are shown in the attached Billing Policy but such rates may be subject to adjustment from time to time by the Law Firm. … 17.

The Law Firm shall, in the performance of such services; use their best skill and ability and in every way act in good faith to advance and protect the rights and interests of the Client in such matters insofar as this may be done in accordance with the law and the ethical standards of the legal profession. [ 10 ] The Retainer Agreement includes an appendix entitled “Billing Policy”. It lists 19 lawyers by name, identifies whether they are a senior partner (Mr.

Maurice is the only lawyer so identified), partner, counsel or associate, states the municipality in which each is located, and sets out their individual hourly rates. The appendix also advises of the hourly rate for articling students and the ranges of rates for research and legal support staff. [ 11 ] During the two-and-a-half years following execution of the Retainer Agreement, lawyers with Maurice Law performed over 3,000 hours of legal services for Standing Buffalo on many local and national matters.

This is evidenced by statements of work detailing the nature of the legal services performed, which lawyers performed the work and their hourly rates, the time taken to perform the work, and the amounts billed by Maurice Law therefor. Between June 9, 2020, and February 25, 2022, Standing Buffalo paid $420,053.63 in legal fees and disbursements to Maurice Law. Fourteen of such invoices are referred to in the originating application and are, therefore, part of Standing Buffalo’s pleadings against Maurice Law [Invoices].

The Invoices are headed “Maurice Law Barristers & Solicitors” and display the address for Maurice Law’s Alberta offices.

B. Proceedings [ 12 ] On September 9, 2022, Standing Buffalo passed a band council resolution calling for the termination of its relationship with Maurice Law. At that point, according to Maurice Law, a significant amount of fees and disbursements it had billed to Standing Buffalo remained unpaid. [ 13 ] On October 19, 2022, Standing Buffalo filed an originating application seeking various forms of relief related to its paid and outstanding accounts and its files with Maurice Law. In specific terms, Paragraph 1 asked for the following relief: 1. An interim Order pursuant to

section 30 of The Legal Profession Act, 1990 (hereinafter “ LPA ”), subsection 6 (l)(

a) of The Professional Corporations Act , and pursuant to the inherent jurisdiction of this Honourable Court declaring that RON S.

MAURICE PROFESSIONAL CORPORATION OPERATING AS MAURICE LAW BARRISTERS AND SOLICITORS (hereinafter “Respondent”) is incapable of recovering any fee, reward, or disbursement from [Standing Buffalo] with respect to the time period October 1, 2019, through October 6, 2022, and that its purported January 30, 2020, contingency fee agreement with [Standing Buffalo] is thereby null and void; (Capitalisation in original) [ 14 ] Under other paragraphs of its originating application, Standing Buffalo sought an order requiring Maurice Law to deliver a “full accounting of all funds that it has received from or on behalf of [Standing Buffalo] since October 1, 2019” and, if Maurice Law were determined to be “incapable of recovering a fee, reward or disbursement from [Standing Buffalo], a final Order that [Maurice Law] return to [Standing Buffalo] all funds that it has received from or on behalf of [Standing Buffalo] since October 1, 2019”.

Furthermore, if it were unsuccessful in its claim that Maurice Law is disentitled to recover its fees and disbursements, Standing Buffalo sought orders pursuant to ss. 64 and 67(1) of the LPA “determining that the [Retainer Agreement] is unfair and unreasonable” and referring specific invoices to the Local Registrar of the Court of King’s Bench in Regina for assessment on “a quantum meruit basis”.

None of the latter claims were struck under the Chambers Decision and they remain to be adjudicated by the Court of King’s Bench. [ 15 ] On the initial return date, Maurice Law obtained an adjournment to a special hearing date, when “only the requests for interim relief set out in paragraphs 1 to 4 of the originating application” were to be heard ( Standing Buffalo Dakota First Nation v Maurice Law Barristers and Solicitors (Ron S. Maurice Professional Corporation) (4 November 2022) Regina, KBG-RG-02445-2022 at para 20(a)(i)).

Standing Buffalo then served a notice to produce on Maurice Law, seeking various documents; following which, both parties sought a case management order from the Court of King’s Bench. When these case-management matters came before the Chambers judge, they were incompletely argued, and Standing Buffalo made an informal application to amend its originating application. The Chambers judge directed Standing Buffalo to formally apply to amend its pleadings.

All matters were then adjourned to December 21, 2022. [ 16 ] On December 6, 2022, Standing Buffalo filed an application returnable December 21, 2022, to amend its originating application pursuant to Rule 3-72 of The Queen’s Bench Rules by removing the word interim from paragraphs 1 to 4. It did not seek to make any other amendments to its originating application. [ 17 ] On December 7, 2022, Maurice Law applied to strike Paragraph 1 under Rule 7-9 of The Queen’s Bench Rules .

In broad terms, it contended that the prohibition in s. 30 of the LPA is only meant to prevent individuals who are non-lawyers from practising law and, therefore, that it had no application to Maurice Law on the facts as pled because it was described in the originating application as a PLC. [ 18 ] The foregoing applications were fully argued before the Chambers judge on December 21, 2022, and the decision was reserved. C.

The Chambers Decision [ 19 ] On February 21, 2023, the Chambers judge issued the Chambers Decision in which he identified the first of the seven issues put before him as being whether he should strike Paragraph 1. He described the parties’ arguments on whether Paragraph 1 disclosed a reasonable claim in this way: [59] Essentially, [Standing Buffalo] argues that s. 30 of the LPA operates as a complete bar to a corporation practicing law in Saskatchewan as they are “persons” who are not members that can hold [a licence] under ss. 30(1) and 30(2) of the LPA .

Therefore, [Maurice Law] is incapable of recovering any fee or disbursement and the Agreement between [Maurice Law] and [Standing Buffalo] is null and void given that [Maurice Law], as an Alberta corporation, is not a member of the Law Society of Saskatchewan [LSS] with a permit to practice in Saskatchewan. Further, given that [Maurice Law] is not duly registered to practice law in Saskatchewan, it is not subject to regulation by the LSS and therefore cannot be issued a permit to practice law in Saskatchewan.

However, the argument provides an exception for Saskatchewan-based legal corporations as the prohibition barring professional corporations from practicing law does not apply if the corporation holds a “permit” under s. 6(1)(

a) of [ The Professional Corporations Act , SS 2001, c P-27.1 [ PCA ]]. They also find support for this conclusion from selections of Hansard in 2001 addressing the enactment of the PCA . [60] [Maurice Law] responds by submitting that s. 30(1) and s. 30(2) of the LPA plainly apply only to individuals and not entities. Further, the

section has nothing to do with law firm “permits” which has a different meaning in both the LPA and PCA . They further argue that it is contrary to common sense that the legislature intended to constitute a sweeping prohibition on the operation of non-Saskatchewan law firms structured as professional corporations without making it explicit in some form. [ 20 ] Observing that no reported authority in Canada had evaluated an argument like the one Standing Buffalo was advancing or had otherwise considered Standing Buffalo’s proffered

interpretation of s. 30 of the LPA , the Chambers judge looked to Zielke v Law Society of Saskatchewan , 2021 SKCA 156 , 467 DLR (4th) 427 [ Zielke ], and Phillips Legal Professional Corporation v Schenher , 2020 SKCA 87 , [2021] 4 WWR 275, for general guidance in interpreting that provision. Drawing on the reasoning in those cases, the Chambers judge explained his decision under Rule 7-9(2)(

a) in this way: [64] Based on the analogous case law above and the modern statutory

interpretations as they relate to the LPA , I find that the claims outlined by [Standing Buffalo] in paragraphs 1, 10, 11, 12 and 13 of its originating application, even assuming all matters to be proven, are

meritless and have absolutely no chance of success for the reasons I will outline below. [65] Firstly, it is impossible for any corporation or entity, in whatever geographical location they may be incorporated, to be a member who holds a licence as the term is defined in s. 30 of the LPA . In paragraph 22 of the previously quoted Zielke decision the Court of Appeal has specifically validated this

interpretation as it categorically stated: “that only lawyers may engage in conduct listed in s. 30(1)”. Contextually, it is clear that only individual human lawyers may engage in this conduct and that corporate entities do not form some sort of exception. The fact that the term “persons” may include corporations in some instances does not mean that “persons” must include corporations in every iteration.

The contextual approach taken by the Saskatchewan Court of Appeal in Zielke is binding and the final word on the matter. … [68] Secondly, it is logical that only individuals and not corporations, wherever they may be incorporated, could commit any of the prohibited acts in s. 30(2) of the LPA which may disentitle them to a fee or disbursement.

Given the reference to “member of the Law Society” in para. 33 of Zielke who cannot be corporations or other entities, the Saskatchewan Court of Appeal has again made a binding contextual analysis indicating that individual human beings are those who could run afoul with the law society should they commit the prohibited acts referenced therein. While lawyers may be a part of a firm however constituted, the firm is not the individual who is “commenc[ing], prosecut[ing] or defend[ing] an action or proceeding in a court of civil or criminal jurisdiction”.

The clear contextual unambiguous meaning demonstrates corporate entities do not play a

part in the

interpretation of s. 30(2) of the LPA . [69] Thirdly, it is clear from the legislative history of the LPA and PCA as well as the purpose of these Acts noted in the case law that the intention of the Legislature in drafting s. 30 was to regulate the conduct of individual lawyers and not law firms, however constituted.

Further, the tenor of modern legislation in this area has been generally expansive in welcoming a variety of types of multi-jurisdictional competitive entities. [70] Since the adoption in 2002 of The Professional Corporations Regulations, 2002 , RRS c P-27.1 Reg 2 , pursuant to the PCA , Saskatchewan incorporated professional corporations that are law firms require a permit from the LSS. It was not until 12 years later in 2014 that the LSS began to explore firm regulation.

In 2014, the LSS proposed Bill 106, The Legal Profession Amendment Act, 2014 , SS 2014, c 15 , (27th Leg, 3rd Sess), which gave the LSS the ability to regulate firms by virtue of the new definition of “member” to include firms “except where the context requires otherwise”.

There was no suggestion in any debate that these “firms” somehow required a [“licence”] in order to collect fees, nor that out-of-province professional corporations were universally barred from providing legal services in Saskatchewan. [71] Therefore, it would not be logical to assume that, when the PCA was passed, the Legislature would have intended it to operate as an exception to particular law firm structures because there were no such restrictions imposed by the LSS in 2002. [72] Of more import, there is no mention anywhere of a sweeping prohibition of out-of-province professional entities practicing law in Saskatchewan.

Had the Legislature intended such a monumental shift towards protectionism, surely it would have said something somewhere. The fact that there is no debate or authority for this proposition is another logical reason why the submission of [Standing Buffalo] advancing this

interpretation is wholly and completely meritless. For example, one notes the National Mobility Agreement 2013 (Federation of Law Societies of Canada – October 2013) that recognized the utility of facilitating a nationwide regulatory regime for the inter-jurisdictional practice of law.

As well, the New West Partnership Trade Agreement which is a 2010 accord between the governments of Saskatchewan, Alberta, Manitoba and British Columbia with one of its principles being to “ELIMINATE barriers that restrict or impair trade, investment or labour mobility” is another agreement that indicates the various governments proclivity towards eliminating trade barriers. [73] When examining the purposes of the LPA noted by the Court of Appeal in para. 84 of Schenher and paras. 29 and 30 of Zielke , it is illogical to believe that the purpose of regulating in the public interest so as to ensure broad access to justice by all members of society would lead to an

interpretation of its statute that would drastically eliminate competition from law firms from other jurisdictions. It is contrary to common sense to believe the ultimate goal of the legislature or the LSS would be to create a more constrictive monopoly that would increase rates, decrease choice and limit opportunity. Given the importance of ensuring that lawyers act for people of limited means, no common sense purposive

interpretation would support the elimination of any motivation for a broad range of lawyers to practice in Saskatchewan. [74] In some cases, the law related to a statutory

interpretation of a particular type of clause in an agreement is not settled and a Court may find that, given the potential competing

interpretations, there is an arguable claim to proceed. For example, in Merchant Law Group LLP v Slusar , 2022 SKCA 75 (under appeal to the Supreme Court of Canada), the Court said as follows: [41] The respondents offer competing quotes from some of the same cases and other related ones, which they submit supports an

interpretation of the IRSSA [Indian Residential Schools Settlement Agreement] that is contrary to the

interpretation contended by Merchant Law. The fact that some support for each position can be found in the jurisprudence lends credence to the notion that the outcome in this matter is not plain and obvious. [75] However, in the case at bar, there are no competing authorities or any competing logical arguments that could be made to justify [Standing Buffalo’s] position.

Given that there is nothing in the material filed that would lead to the conclusion that [Maurice Law’s] Agreement with [Standing Buffalo] was illegal, I find the Agreement is not null and void and can be relied upon in this proceeding. [76] Therefore, pursuant to Rule 7-9(2)(a), in considering only the originating application of [Standing Buffalo] in its best light and without considering any extraneous evidence, affidavit or otherwise, I find it is plain and obvious that paragraph 1 of the originating application of [Standing Buffalo] discloses no reasonable cause of action and there is no arguable claim to proceed for the reasons given above.

While according to the case law this is a heavy legal burden for [Maurice Law] to attain, I have found that they have met the standard and paragraph 1 must be struck. [ 21 ] The Chambers judge also ordered costs of $4,000 payable to Maurice Law in respect of the striking order.

III. ISSUES [22] Standing Buffalo appeals from the striking order as well as the costs awarded against it. The principal issue in the appeal iswhether the Chambers judge erred when striking Paragraph 1 by misinterpreting s. 30 of the LPA as applying only to individuals. If heerred in striking Paragraph 1, then a question arises as to whether the reinstated pleading should be amended to replace the word interimwith the word final.

If he did not err by striking Paragraph 1, then the secondary issue will be whether he erred in awarding $4,000 in costsagainst Standing Buffalo. [23] While the Chambers judge also found that Paragraph 1 was frivolous and an abuse of process, he did so on the basis that it didnot disclose a reasonable claim. For this reason, we do not consider Rules 7-9(2)(

d) or (

e) in this judgment, focussing instead on whetherthe Chambers judge erred under Rule 7-9(2)(

a) of The Queen’s Bench Rules (now The King’s Bench Rules). [24] The persuasive burden on an applicant under Rule 7-9(2)(

a) is, assuming all the factual allegations in the pleadings are true(unless they are manifestly incapable of being proven), to establish that it is plain and obvious that the claim in question has no reasonablechance of success (Hunt v Carey Canada Inc., (SCC), [1990] 2 SCR 959 at 980; Thirsk v Public Guardian and Trustee ofSaskatchewan, 2017 SKQB 66 at para 13; Filson v Canada (Attorney General), 2015 SKCA 80 at para 19(iii), 388 DLR (4th) 66; andSaskatchewan Power Corporation v Swift Current (City), 2007 SKCA 27 at para 18, 293 Sask R 6).

When a judge is called upon to reviewpleadings under Rule 7-9(2)(a), they must determine whether sufficient facts have been pled to establish the legal elements of a cause ofaction; it is for the reviewing judge “to determine whether the combined effect of any technical pleading, together with other facts, properlyplead the essential elements of the cause of action” (Reisinger v J.C. Akin Architect Ltd., 2017 SKCA 11 at para 20, 411 DLR (4th) 687[Reisinger].

See also Harpold v Saskatchewan (Corrections and Policing), 2020 SKCA 98 at para 26; and Merchant Law Group LLP vSlusar, 2022 SKCA 75 at para 24). [25] The standard of appellate review of an order striking pleadings as disclosing no reasonable claim is correctness (Harpold atpara 21). To the extent that the striking order resulted from the

interpretation of legislation, the standard of appellate review is correctness(Regina Bypass Design Builders v Supreme Steel LP, 2021 SKCA 82 at para 22). [26] In this judgment, we consider the Chambers judge’s

interpretation of s. 30 of the LPA, identify the errors we see in thatinterpretation, and explain why those errors do not require a remedy in this Court. In the result, we would uphold the Chambers judge’sorder striking Paragraph 1 as failing to disclose a reasonable claim. We would, however, set aside his order of costs. IV.

LEGISLATION AND LAW SOCIETY RULES [27] A review of enactments and statutory instruments relevant in this appeal begins with our observation that s. 30 of the LPAcontains, in its ordinary and grammatical sense, what appears to be a blanket prohibition on the practise of law in Saskatchewan by anyonewho is not a member of the Law Society holding a licence to do so (subject to the exceptions enumerated under s. 31): Authority to practise law 30(1) Subject to

section 31, no persons other than members who hold a licence shall: (

a) practise law in Saskatchewan; or (

b) hold themselves out as, or represent themselves to be, persons who may practise law in Saskatchewan.

(2) Subject to

section 31, a person, other than a member who holds a licence, who commences, prosecutes or defends an action orproceeding in a court of civil or criminal jurisdiction or acts as counsel or a lawyer in an action or proceeding is: (

a) incapable of recovering any fee, reward or disbursement on that account; and (

b) deemed to be guilty of a contempt of the court in which the proceeding has been commenced, carried on, defended or prosecuted, andmay be proceeded against for contempt before the Court of Appeal or a judge of the court sitting in chambers.

(3) Nothing in this

section affects the ability of a person or entity to provide members of the public with information of a general natureabout the law and legal procedures or any other legal information as defined in the rules. [28] As noted, s. 31 of the LPA sets out exceptions to what would otherwise be the unauthorised practise of law in Saskatchewan,including the exception under s. 31(i), which states that s. 30 does not apply to “any other person or class of persons, as prescribed in therules”, referring there to the Law Society of Saskatchewan Rules [RLSS]. [29] Although only tangentially argued in this appeal, we observe that the Legislature has doubled down on the prohibition unders. 30(1)(

b) by more specifically prohibiting unlicensed and unauthorised persons from falsely pretending to be a lawyer or a barrister andsolicitor, and from advertising themselves or holding themselves out as being entitled, whether overtly or by implication, to practise law: False pretences 32(1) No persons, other than members who hold a licence or persons who are authorized to practise in accordance with rules made pursuantto clause 10(i), shall pretend or hold themselves out to be a lawyer or a barrister and solicitor.

(2) No persons, other than members who hold a licence, or persons who are authorized to practise in accordance with rules made pursuantto clause 10(i), shall: (

a) take, assume or use any name, title, addition or description:

(

i) other than one that they actually possess and are legally entitled to; or (ii) that implies or is calculated to lead people to infer that they are entitled to practise law in Saskatchewan; or (

b) in any way publish or advertise themselves as entitled to practise law in Saskatchewan.

(3) No person who is not a member in good standing shall use the designations “barrister”, “solicitor”, “barrister and solicitor”, “lawyer” or “attorney”. [ 30 ] Several statutory

definitions are relevant to the

interpretation of the words in the foregoing provisions, including the meaning ascribed to noun phrase the practice of law under s. 29.1 of the LPA : Practice of law 29.1 The practice of law is the application of legal principles and judgment with regard to the circumstances or objectives of another entity or person that require the knowledge and skill of a person trained in the law, and includes the following: (

a) giving advice or counsel to others with respect to their legal rights or responsibilities or the legal rights or responsibilities of others; (

b) drafting or completing legal documents or agreements that affect the legal rights of an entity or person; (

c) representing another entity or person in any of the following: (

i) a court; (ii) a formal administrative adjudicative proceeding; (iii) a formal dispute resolution process; (iv) any other administrative adjudicative proceeding in which legal pleadings are filed or a record is established as the basis for judicial review; (

d) negotiating legal rights or responsibilities on behalf of another entity or person. [ 31 ] It is also important to the statutory

interpretation analysis in this judgment to understand that the word lawyer— when not defined in a statute — takes the meaning ascribed to it under s. 2-29 of The Legislation Act , SS 2019, c L-10.2 : “lawyer” means a person who is admitted as a member of the Law Society of Saskatchewan pursuant to

section 24 of The Legal Profession Act, 1990 , or a person who is authorized to practise in accordance with the rules made pursuant to clause 10(

i) of that Act, and whose right to practise is not under suspension; (« avocat ») [ 32 ] All of The Professional Corporations Act , SS 2001, c P-27.1 [ PCA ], is engaged by the principal issue in this appeal, but the following provisions are critical: Incorporation 4

(1) One or more members of an association may incorporate a corporation pursuant to The Business Corporations Act for the purpose of carrying on, in the name of the corporation, the business of providing professional services that may lawfully be performed by members of the association . … Restrictions on practising in name of corporation 6

(1) No person shall carry on, purport to carry on or advertise the carrying on of the business of providing professional services that may lawfully be performed by members of an association by, through or in the name of a professional corporation unless: (

a) the professional corporation is registered and holds a valid permit; (

b) subject to subsection (2), all of the issued voting shares of the professional corporation are legally and beneficially owned by one or more members of the association; (

c) subject to subsection (2), all of the issued non-voting shares of the professional corporation are legally and beneficially owned by: (

i) members of the association; (ii) spouses, children or parents of members of the association who own voting shares; (iii) a corporation incorporated pursuant to The Business Corporations Act, 2021 , all of the shares of which are owned by individuals mentioned in subclause (

i) or (ii); or (iv) a trust, all of the beneficiaries of which are individuals mentioned in subclause (

i) or (ii); (

d) all of the directors of the professional corporation are members of the association; and (

e) all persons who carry on the business of providing professional services that may lawfully be performed by members of the association by, through or in the name of the professional corporation are members of the association.

(Emphasis added) [ 33 ] The definition of person set out in s. 2 - 29 of The Legislation Act is also relevant in this appeal because, as can be seen, each of the three statutes referenced above uses the word person or persons when describing the object of its effect.

Under that Act, the word person when used in an enactment “ includes a corporation and the heirs, executors, administrators or other legal representatives of a person; (« personne »)” (emphasis added). [ 34 ] Lastly in terms of relevant legislative provisions, the LPA authorises the benchers of the Law Society to make rules for the governing of the society, for the regulating of its members, firms, articled students-at-law and applicants, and for the carrying out of that Act, for purposes that include, under s. 10: (

i) providing for lawyers who are not members to practise law in specified situations, fixing fees payable by those lawyers and prescribing any terms and conditions or imposing any requirements on those lawyers that the benchers consider appropriate; (Emphasis added) [ 35 ] Further to its rule-making authority under s. 10 of the LPA , the Law Society has adopted rules—the RLSS —that contribute to the regulatory framework surrounding the practice of law in Saskatchewan, including rules for the incorporation and permitting of PLCs incorporated in Saskatchewan: Approval for Incorporation 1802

(1) Any member or members who intend to incorporate a Professional Corporation for the practice of law in Saskatchewan shall provide the Executive Director with the proposed articles of incorporation in advance.

(2) The Executive Director may provide consent to the incorporation of a Professional Corporation if the Executive Director is satisfied that: (

a) the proposed name of the corporation complies with the provisions of

Part 20 of these Rules and is not so similar to other Professional Corporate names as to be misleading or confusing; (

b) the voting shares will be legally and beneficially owned by practicing members of the Society; and (

c) the directors will be members of the Society. Application for Permit 1803

(1) A member may apply to the Society on behalf of a corporation for a permit pursuant to

section 8 of The Professional Corporations Act by providing to the Executive Director: (

a) a completed Form C-1; (

b) a copy of the articles of incorporation including any amendments; (

c) either: (

i) a current certificate of status issued pursuant to The Business Corporations Act ; or (ii) a certificate of incorporation, showing that the corporation was incorporated less than 60 days prior to the application having been received by the Society; (

d) the fee as set out in

Schedule 1; and (

e) any other information required by the Executive Director.

(2) Subject to subrule (3), the Executive Director may issue a permit to a corporation which complies with the requirements of The Professional Corporations Act , the [ LPA ] and these Rules. … V. ANALYSIS: STATUTORY

INTERPRETATION A. The struck claim [ 36 ] It is important to keep in mind why Standing Buffalo argues that s. 30 of the LPA applies to corporations. In the struck pleading, Standing Buffalo asserted that the Retainer Agreement is void and unenforceable because Maurice Law, which Standing Buffalo pleads is an extra-provincial PLC, is not licensed or otherwise permitted to perform legal services in Saskatchewan. Specifically, Standing Buffalo asserts that Mr. Maurice is not entitled to practise law in Saskatchewan through an extra-provincial PLC unless (as an exception under s. 31(

i) of the LPA ) he obtains a permit for Maurice PC pursuant to s. 6(1)(

a) of the PCA and complies with rules 1802 and 1803 of the RLSS . As this argument goes, in the absence of licensing or authorisation, the Retainer Agreement is wholly unenforceable as an illegal contract because Maurice PC is prohibited from practising law by s. 30 of the LPA . Standing Buffalo also argues that Maurice Law cannot collect portions of its fees because s. 30(2) prohibits Maurice Law from recovering any fee, reward or disbursement on account of it being unlicensed when performing the legal-services activities described in that subsection.

In Standing Buffalo’s submissions, since Maurice Law performed legal services that only licensed persons (or someone subject to a s. 31 exception) are allowed to perform, it violated s. 30

which thereby rendered the Retainer Agreement void and unenforceable. In a related argument, Standing Buffalo points out that a violation of s. 30 of the LPA is an offence ( LPA , s. 80 ). B.

Section 30 of the LPA applies to corporations [ 37 ] As the entry point to our

interpretation analysis, we agree with the Chambers judge that corporations cannot become members of the Law Society, and, therefore, corporations cannot obtain a licence to practise law in Saskatchewan. We find, however, that his conclusion that s. 30 of the LPA does not apply to corporations on the basis that only individuals are able to engage in the conduct it describes is incorrect. We reproduce s. 30 here for ease of reference: Authority to practise law 30

(1) Subject to

section 31, no persons other than members who hold a licence shall: (

a) practise law in Saskatchewan; or (

b) hold themselves out as, or represent themselves to be, persons who may practise law in Saskatchewan.

(2) Subject to

section 31, a person, other than a member who holds a licence, who commences, prosecutes or defends an action or proceeding in a court of civil or criminal jurisdiction or acts as counsel or a lawyer in an action or proceeding is: (

a) incapable of recovering any fee, reward or disbursement on that account; and (

b) deemed to be guilty of a contempt of the court in which the proceeding has been commenced, carried on, defended or prosecuted, and may be proceeded against for contempt before the Court of Appeal or a judge of the court sitting in chambers.

(3) Nothing in this

section affects the ability of a person or entity to provide members of the public with information of a general nature about the law and legal procedures or any other legal information as defined in the rules. [ 38 ] While we agree that the word person in s. 30 must refer to natural persons, it must also refer to corporations. The definition of person in The Legislation Act makes this abundantly clear—it “includes corporations” ( s. 2 - 29 ). The Chambers judge erred when he narrowed the statutory meaning of the word person by incorrectly concluding (

a) that corporations had no role to play in the

interpretation of s. 30 of the LPA and (

b) that the purpose of s. 30 was to regulate the conduct of individuals, not corporations and law firms. [ 39 ] In undeniably straightforward terms, s. 30(1) prohibits all persons who do not hold a licence to do so from practising law and from holding themselves out as someone who may practise law in Saskatchewan. This is consistent with the overall scheme and objective of the LPA , which is to provide for the regulation of the legal profession to ensure the protection of the public.

Justices Lane and Jackson described this purpose as being “obvious” in Merchant v Law Society of Saskatchewan , 2002 SKCA 60 , 213 DLR (4th) 457: [57] … The purpose of the Act seems obvious to us. Legislation which creates self-governing professions does so in the interests of society as a whole and for the protection of the public. This Act is no exception. It demands that the Law Society regulate the conduct of its members. It assists in the creation of an independent bar as one of the institutions of a democratic society.

It does this by providing for the many aspects of the regulation of the profession as outlined in the review of the Act . [ 40 ] This duty of the Law Society is now more expansively set forth in the LPA : Duty of society 3.1 In the exercise of its powers and the discharge of its responsibilities, it is the duty of the society, at all times: (

a) to act in the public interest; (

b) to regulate the profession and to govern the members in accordance with this Act and the rules; and (

c) to protect the public by assuring the integrity, knowledge, skill, proficiency and competence of members. Protection of the public 3.2 In any exercise of the society’s powers or discharge of its responsibilities or in any proceeding pursuant to this Act, the protection of the public and ethical and competent practice take priority over the interests of the member. [ 41 ] As is plainly evinced by many provisions of the LPA , licensing requirements are one of the primary tools used by the Law Society to ensure the protection of the public.

In this regard, s. 30 plays the critical role of legally forbidding everyone who does not obtain a licence from the Law Society from practising law. While an unlicensed individual was the subject of this Court’s decision in Zielke , the description in that decision of the central role that the prohibition under s. 30 plays in the achievement of the overall public-protection purpose of the legislation remains apt: [31] Before the Chambers judge and before this Court, the Law Society emphasized the need to protect members of the public from representation by non-qualified individuals.

It points out that, to be effective, an advocate must have specialized knowledge. Issues of both substantive and procedural law are often intertwined when a representative appears in court. While the same may be said about at least some of the activities that are described in s. 30(1) (b), in connection with which a fee must be charged for a breach of statute to occur, the interests are different when a non-qualified person appears as counsel in court. An advocate’s actions may well impact the parties, witnesses, judges and possibly others.

The manner of representation can also affect the efficiency of the proceedings and access to justice in general. All of this provides a reason for the Legislature to have prohibited non-lawyers from providing representation to others in court proceedings, even in the absence of a fee or reward, unless an exception applies .

[32] Other parts of the LPA reinforce this understanding of s. 30(1) . The legislation recognizes certain exceptions to the restrictions otherwise imposed by s. 30. For example, s. 31 states that s. 30 does not apply to “a member of a police force appearing for the Crown before a judge of the Provincial Court of Saskatchewan or justice of the peace” (s. 31(c)), or government employees “prosecuting

summary conviction cases” (s. 31(d)). These provisions reflect the fact that the government does not need protection from its employees or from police officers. Similarly, s. 31(

f) allows “a person who is a plaintiff or defendant in proceedings and who commences, prosecutes or defends in the person’s own name an action or proceeding in a court of civil or criminal jurisdiction” to represent themself.

In essence, through s. 31(f), the Legislature determined not to protect persons from themselves. (Emphasis added) [ 42 ] On this basis, the question of whether a corporation might be capable of carrying out the activities described in s. 30 is, in our view, a red herring; nonetheless, we will briefly explore it to explain why we reach that conclusion and yet decide that s. 30 applies to corporations.

To assist with this explanation, we note that s. 29.1 of the LPA describes the practice of law as, inter alia , the “application of … judgment” based on “the knowledge and skill of a person trained in the law”. [ 43 ] It is well understood that corporations, as legal entities, cannot exercise judgment or act in a moral way—they do so only through the agency of individuals. We allow that corporate law would surely treat the acts of a corporate agent as the acts of the corporation (and, in some circumstances, hold them both to account).

However, we also know that such treatment under the law does not imbue the corporate body itself with morality, judgment, knowledge or skill, or, in particular, instil it with the capacity to engage in the practice of law. [ 44 ] Moreover, a corporation cannot attain knowledge and skill or exercise judgment.

A corporation cannot, for example, be admitted into law school, take a seat in lecture halls, complete necessary coursework, take exams, obtain a law degree, become a student-at-law, complete the tasks demanded of articling students, attend the bar-admission course, or swear or affirm an oath of office to become a lawyer. A corporation does not have the capability of attaining or maintaining competency in the practice of law.

These prerequisites and requisites address who can be admitted into the membership of the Law Society and become licensed to carry on the practice of law as it is regulated under the LPA and the RLSS , and corporations are clearly incapable of fulfilling them.

A corporation cannot become a member of the Law Society and cannot be licensed to practise law. [ 45 ] This conclusion more specifically follows from the membership-admission and licensing provisions of the LPA (see, ss. 2(1) (g.2), 2(1)(h), 4(1), 24 , 25, 34, 34.2(1) and 87), the statutory definition of practice of law ( LPA , s. 29.1 ), the admission rules under the RLSS (see rules 703, 714 and 815), as well as the meanings statutorily ascribed to the word lawyer ( LPA , s. 87 , and The Legislation Act , s. 2 - 29 ).

To draw the link between admission into the membership of the Law Society and the lawful practise of law, we observe that s. 24(1.2) of the LPA provides that, when the society admits a person as a member, it must issue a licence authorising that person to practise law. [ 46 ] On this basis, we agree with the Chambers judge that only individuals may become licensed to practise law. Nevertheless, we conclude that the Chambers judge erred when he said that only individuals can engage in the conduct described under s. 30 of the LPA .

The specific activities described there are the commencement, prosecution, and defence of an action or proceeding in a court of civil or criminal jurisdiction or acting “as counsel or a lawyer in an action or proceeding” ( s. 30(2) ). While only individuals can stand in a courtroom and orally argue before a judge, corporations can commence, prosecute and defend actions and proceedings.

For this reason, we cannot interpret the activities under s. 30 as being actions that only individuals are capable of performing; it would not achieve the public-protection purpose of the LPA if its scope were restricted to just individuals who attempt to practise law without a licence. [ 47 ] Our overall conclusion that s. 30 applies to corporations becomes inexorable when the prohibition on the practise of law is read in conjunction with ss. 80 to 83 of the LPA . Together, these provisions function as the outward-facing enforcement arm of the profession- regulating regime established under the Act.

Operating in concert, they empower the Law Society to take civil and quasi-criminal enforcement steps against “every person” who contravenes s. 30 so as to protect the public from the unlawful practise of law: Offence and penalty 80 Every person who contravenes

section 30, 32 or 33 is guilty of an offence and liable on

summary conviction: (

a) in the case of a first offence, to a fine of not more than $2,000; and (

b) in the case of a second or subsequent offence, to a fine of not more than $5,000. Power to commence proceedings 81

(1) Subject to subsection (2), the society may commence or authorize the commencement of proceedings for any alleged contravention of this Act.

(2) No prosecution with respect to an alleged offence pursuant to

section 30, 32 or 33 shall be commenced or authorized to be commenced pursuant to subsection (1) after two years from the day of commission of the alleged offence. Injunction 82

(1) Where it appears that a person is acting or is likely to act in contravention of this Act or the rules, the society may apply to the court for an injunction enjoining any person from doing any act or thing that contravenes this Act or the rules, notwithstanding any penalty that may be provided by this Act with respect to that contravention.

(2) On an application pursuant to subsection (1), the court may grant an injunction, interim injunction or any other relief that it considers just. Executive director’s certificate as evidence 83 A certificate of the executive director certifying all or any of the following facts is admissible in evidence as proof, in the absence of evidence to the contrary, of the facts stated in the certificate without proof of the signature or official position of the person purporting to

have signed the certificate: (

a) that a named person was or was not, on a specified day or during a specified period a member, an active member, an inactive member or a suspended member, according to the roll; (

b) that a named person was or was not, on a specified day or during a specified period, an articled student-at-law, according to the records of the society; or (

c) that a named person was or was not, on a specified day or during a specified period an officer of the society or a bencher, according to the records of the society. [ 48 ] When these sections are read harmoniously as part of the scheme and object of the LPA , including the paramount duty of public protection imposed on the Law Society, the prohibition on the unauthorised practise of law in s. 30 cannot be understood as being restricted just to individuals who are not licensed to practise law.

To achieve the object and purpose of the LPA , the prohibition must apply to everyone who does not hold a licence to practise law. [ 49 ] To the extent that the arguments in this appeal have focussed on whether corporations are capable of contravening s. 30 by performing the specific acts listed thereunder, they have distracted from the first-order question of whether the prohibition on the practise of law without a licence applies to corporations.

The answer is that, when the words of the LPA are read in their entire context, and in their grammatical and ordinary sense, harmoniously with the scheme of the LPA , the object of that Act, and the intention of the Legislature, s. 30 unambiguously prohibits “persons other than members who hold a licence” from practising law in Saskatchewan and that includes corporations. [ 50 ] In terms of this appeal, as we interpret it, s. 30(1) bars corporations from practising law in Saskatchewan as a consequence of the membership and licensing requirements for lawyers under the LPA and the RLSS . C.

Professional legal corporations (PLCs) [ 51 ] As Standing Buffalo’s claim under Paragraph 1 is framed around the allegation that Maurice Law is an Alberta PLC, we will briefly speak to the regulatory regime as it relates to PLCs. We acknowledge that the LPA , the PCA and the RLSS contemplate the use of PLCs by practising lawyers. We conclude, however, as a matter of statutory

interpretation, that properly established PLCs do not practise law. Unfortunately, for the purposes of this appeal we are left to assume that an equivalent legislative scaffold supports the proper establishment of an Alberta PLC. [ 52 ] Our conclusion that, when properly executed, a PLC does not practise law is predicated on the fact that a PLC is something less than what the typical business corporation is under The Business Corporations Act, 2021 , SS 2021, c 6 [ SBCA ]. The PCA fundamentally alters the usual legal framework of corporate personality when professionals incorporate.

In terms of the professionals regulated under the LPA , lawyers continue to practise law through PLCs, which merely carry on the business of providing the legal services that are performed by lawyers and for which lawyers remain personally and professionally liable. [ 53 ] To explain, the general law of corporate personality established under the SBCA is statutorily abridged by the PCA through the preservation of the professional and personal liability of lawyers who choose to incorporate.

Placing it in the instant context, s. 14 of the PCA pierces the traditional corporate veil associated with a business corporation by preserving the Law Society’s governance and regulation of lawyers who choose to incorporate PLCs: Application of designated Act 14 The relationship of a member of an association to a professional corporation does not affect the application to the member of the Act pursuant to which the member is licensed or the bylaws made pursuant to that Act. [ 54 ] The corporate veil is further pierced to preserve the incorporated lawyers’ civil liability for their performance of legal services.

This is achieved in part by mandating that lawyers hold all the issued voting shares of a PLC ( PCA , s. 6(1) (b)). In addition, all non-voting shares must be held by lawyers or by or on behalf of their close relatives ( s. 6(1) (c)). In terms of the responsibility for the business and affairs of a PLC, all directors must be lawyers ( s. 6(1) (d)).

These share-ownership and business-management requirements are mandatory and, when coupled with s. 15 of the PCA , they effectively strip away the benefit of the limited liability afforded to the shareholders of traditional business corporations (see, e.g., SBCA , s. 5 - 23(1) ).

Specifically, s. 15 directly preserves lawyers’ personal and professional liability for the legal services they perform when those services are provided to clients through or in the name of a PLC: Liability of member 15 The liability of a member of an association to a person who receives services from the member is not affected by the fact that the services were provided by the member as an employee of, or on behalf of, a professional corporation. [ 55 ] In addition, s. 16(1) of the PCA states that professional incorporation does not relieve lawyers of their “confidential, ethical or fiduciary relationships” with their clients.

Section 16(2) impresses those client-relationship and professional obligations on PLCs themselves, and s. 16(3) extends aspects of those obligations straight through to the shareholders, directors, officers and employees of PLCs —some of whom who may not be lawyers. [ 56 ] Moreover, while s. 14 of the PCA provides that incorporating lawyers remain subject to the Law Society’s governance and discipline, s. 17 broadens the scope of incorporated lawyers’ professional and ethical accountability by making the records of their PLCs subject to inspection and investigation by the Law Society, by rendering shareholders, directors, officers and employees of PLCs compellable to give evidence in proceedings before the Law Society, and by making PLCs and the shareholders thereof “jointly and severally liable for all fines and costs that the member is ordered to pay” (s. 17(c)). [ 57 ] All told, as we interpret it, the PCA strips away the veil of corporate personality to the degree that it unmasks the individual

lawyer, who—notwithstanding professional incorporation—continues to be held directly and personally to account for their conduct and their performance of legal services. This is consistent, in our understanding, with the object and scheme of the LPA and the RLSS , which establish a “reactive individual-based model of regulatory oversight” (Alice Woolley, Richard Devlin & Brent Cotter, Lawyers’ Ethics and Professional Regulation , 4th ed (Markham: LexisNexis, 2021) at 727 [Woolley, et al.]).

It also gives effect to the Legislature’s intention when enacting the PCA . [ 58 ] For the reasons provided by the Chambers judge, we agree that the Legislature did not intend the PCA to operate as protectionist legislation.

To the contrary, the purpose of the PCA is to permit members of professional associations to avail themselves of the income-tax, estate-planning and other economic advantages of carrying on the business of providing professional services through a professional corporation (e.g., see Saskatchewan, Legislative Assembly, Debates and Proceedings (Hansard) , 24th Leg, 2d Sess (18 April 2001) at 577 (Mr. Axworthy)).

Professional incorporation allows lawyers to separate the business of a law practice from the practise of law . [ 59 ] It is notable in this regard that the drafters of the PCA consistently described professional corporations as carrying on or engaged in “the business of providing professional services that may lawfully be performed by members of the association” (see, ss. 4(1) , 4(2) , 5(1) , 6(1) (e), 8(1) (c)(ii), 8(1) (c)(iii), 10(2) and 17).

In the legal-profession context, s. 4(1) provides that lawyers may incorporate for the purpose of “carrying on, in the name of the corporation, the business of providing [the legal] services that may lawfully be performed by [lawyers] ” (emphasis added).

Section 17, which addresses professional discipline, refers to a “ [lawyer] through whom a professional corporation was carrying on the business of providing [legal] services that may lawfully be performed by [lawyers] ” (emphasis added). Other than consistently referring to the business of a profession, one other notable point to draw from the language of these PCA provisions is that professional corporations are consistently said to provide the professional services that members of associations are said to perform .

It is easily understandable that, given the nature of professional regulatory regimes, the Legislature determined that incorporation under the PCA would not relieve members of associations, such as lawyers, of their personal and professional liability for the performance of professional services. Notwithstanding professional incorporation, lawyers continue to carry on the practice of law. [ 60 ] Turning to the arguments in this appeal, we reject Standing Buffalo’s proposition that s. 31(

i) of the LPA , when read in association with s. 6(1)(

a) of the PCA and rules 1802 and 1803 of the RLSS , somehow authorise PLCs to practise law or otherwise exempt them from the blanket prohibition on the practise of law without a licence. As noted, s. 31(

i) of the LPA exempts “any other person or class of persons, as prescribed in the rules”. As the Chambers judge recognised, there has been movement toward entity-regulation in Saskatchewan (see, e.g., LPA , ss. 2(1) (f.1) and 2(1)(h)(ii), and Woolley, et al. at 727–740), but the LPA and the RLSS do not yet contemplate the authorisation of corporations to practise law or to carry on the practise of law. [ 61 ] There is a difference between the licence issued to lawyers ( LPA , ss. 2(1) (g.2) and 24) and the permit issued to PLCs ( PCA , s. 6(1) (a); and RLSS , rules 1802 and 1803).

The former entitles lawyers to practise law in Saskatchewan; the latter must be obtained before lawyers may do so in the name of or through a PLC. The permitting of PLCs does not create a class of persons with respect to whom s. 30 does not apply. The issuance of a permit to a PLC does not authorise it to practise law or exempt it from the prohibition against the carrying on of the practice of law by unlicensed persons; it simply permits the PLC to lawfully carry on or be engaged in the business of a lawyer’s practice of law.

The statutory and regulatory instruments at issue do not authorise the Law Society to legitimise the practise of law by corporations. [ 62 ] In our view, when the words of the PCA are read in their entire context, and in their grammatical and ordinary sense, harmoniously with the scheme and object of that Act, and the intention of the Legislature, the PCA interlaces seamlessly with the individual-based regulatory regime under the LPA .

The PCA and the LPA both address the regulation of the practice of law on the implicit understanding that only individuals are entitled to become members of the Law Society and to obtain a licence to practise law. A different

interpretation of the PCA would not allow the Law Society to continue to fulfil its statutory duty “to protect the public by assuring the integrity, knowledge, skill, proficiency and competence of members” when lawyers professionally incorporate ( LPA , s. 3.1 ). [ 63 ] In sum, when the whole legislative and regulatory regime is understood and read harmoniously, it is apparent that only individuals may become authorised to practise law in Saskatchewan. PLCs do not practice law when a licensed lawyer performs the legal services that the PLC provides.

While s. 30 applies to PLCs and prohibits them from practising law, it does not prohibit them from carrying on the business of providing legal services that are performed by licensed lawyers. D. The practise of law without membership in the Law Society [ 64 ] We would be remiss if we failed to address the fact that the LPA empowers the Law Society to authorise non-members to practise law in limited circumstances (see, ss. 2(2.1), 10 (

i) and 84.1). That authority, and how it has been exercised through the RLSS , does not alter our conclusion that only individuals may be authorised by the Law Society to practise law in Saskatchewan. [ 65 ] Specifically, s. 10(

i) of the LPA refers to the authorisation under the RLSS of non-member lawyers , not the more-generic word persons , to practise law: Rules 10 The benchers may make rules for the governing of the society, for the regulating of members, firms, articled students-at-law and applicants, and for the carrying out of this Act, for the following purposes: … (

i) providing for lawyers who are not members to practise law in specified situations, fixing fees payable by those lawyers and prescribing any terms and conditions or imposing any requirements on those lawyers that the benchers consider appropriate; (Emphasis added) As discussed, nothing in this or any other provision of the LPA suggests that the Legislature intended to empower the Law Society to authorise the practise of law by corporations.

[66] In addition to the examples described in Zielke, the Law Society has, under s. 10(

i) of the LPA, authorised visiting lawyers whosatisfy the eligibility criteria in rule 804 of the RLSS to perform legal services in Saskatchewan without obtaining membership in thesociety. Further, even if a foreign lawyer does not satisfy the visiting-lawyer eligibility criteria, they may apply for an interjurisdictionalpractice permit (rule 805). The Law Society has also adopted rules that address when members of the Chambre des notaires du Québec mayperform legal services in Saskatchewan.

The society also admits transfer lawyers as members, where the non-member lawyer is, amongother things, “suitable to practise” (rule 815(1)(a)), which is a requirement that only an individual can satisfy. [67] Nonetheless, and irrespective of these minor caveats to the broad premise of the regulatory regime, it remains true that the LawSociety may only authorise individuals to practise law in Saskatchewan because only an individual may become a lawyer. E.

Summary

interpretation of s. 30 of the LPA [68] Subject to a few exceptions that do not apply here, s. 30 of the LPA, when read in context, and in its grammatical and ordinarysense, harmoniously with the scheme and object of the LPA, prohibits anyone who does not hold a licence from the Law Society frompractising law in Saskatchewan. This includes PLCs and other corporations. VI. ANALYSIS: APPEAL PROPER [69] With our

interpretation of s. 30 of the LPA completed, the bottom-line question in this appeal may be addressed, which is this:Did the Chambers judge err when he found that Paragraph 1 failed to disclose a reasonable claim? [70] Paragraph 1 alleges that the Retainer Agreement is an illegal contract. There are two types of circumstances in which a contractmay be found to be illegal: (

a) it may be illegal per se, if its performance violates a statutory or common law prohibition; and (

b) even if notper se illegal, it may be illegal in circumstances where it was entered into with the object of committing an illegal act (see: Youyi GroupHoldings (Canada) Ltd. v Brentwood Lanes Canada Ltd., 2020 BCCA 130 at paras 47–48, [2020] 12 WWR 583, leave to appeal to SCCrefused ).

Standing Buffalo’s allegations focus on the first circumstance, and the second is only tangentially engaged. [71] The principal thread of Standing Buffalo’s argument is that the Retainer Agreement is per se an illegal contract because itsperformance by Maurice Law qua Maurice PC violates the statutory prohibition on unlicensed persons practising law. The claim states thatMaurice Law violated this prohibition because Maurice PC, an Alberta PLC, is not licensed or authorised to practise law in Saskatchewan.In this regard, it is common ground that Maurice PC does not hold a permit under the PCA and the RLSS.

However, it is alsouncontroverted that Mr. Maurice himself does hold a licence to practise law in Saskatchewan. [72] At a fundamental level, we have concluded that no unauthorised practise of law occurs when legal services are performed bylawyers who are licensed or otherwise authorised to practise law in Saskatchewan. We have also concluded that Saskatchewan PLCs, whenthey are properly structured, do not practise law because lawyers do that, and the PLCs carry on the business of doing that.

The originatingapplication does not claim, and no argument has been made, that Alberta’s professional incorporation laws differ from ours. We thereforeplace no importance in this appeal on the fact that Maurice PC is not a Saskatchewan PLC or that it might not be extra-provinciallyregistered here pursuant to the SBCA. If the absence of such registrations is an issue, it is one that must be left to the Law Society or theRegistrar of Corporations to address.

Without something more, the mere lack of registration with the Law Society could not put Maurice PCoffside s. 30 of the LPA or render an otherwise legal contract illegal if the legal services it agreed to provide were nonetheless performed bylawyers who are licensed or authorised to practise law by the Law Society.

Put another way, the permitting issue does not indicate ordetermine who was practising law. [73] In that regard, the Retainer Agreement and the Invoices, which are incorporated into Standing Buffalo’s pleadings, establish thatthe legal services (which include acts described under s. 30 of the LPA) that Maurice Law agreed to provide to Standing Buffalo wereintended to be and were in fact performed by lawyers.

As previously noted, the Invoices detail the legal services that were performed onStanding Buffalo’s matters, the lawyers who performed that work and their hourly rates, the time taken to perform that work, and theamounts charged by Maurice Law therefor. Pulling on this thread unravels the claim entirely because there is no suggestion in thepleadings, or in this appeal, that any of the lawyers who performed legal services for Standing Buffalo were not licensed or authorised topractise law in Saskatchewan.

To the contrary, the originating notice contains pleadings to the effect that the provision of legal servicesunder the Retainer Agreement was substantively in compliance with the legal requirement that they be performed by lawyers.

For thisreason, it also cannot be established on the pleadings that the Retainer Agreement was entered into with the object of committing an illegalact. [74] Drawn together, assuming the factual allegations in Standing Buffalo’s originating application are true, it is apparent thatParagraph 1 fails to plead a reasonable claim because it fails to set out the factual elements necessary to establish an unauthorised practiceof law, whether by Maurice Law, Maurice PC or any lawyer who performed legal services for Standing Buffalo.

Therefore, it cannot beestablished under the pleadings that the Retainer Agreement is an illegal contract. It follows from this that there is also no arguable merit inthe claim that s. 30(2) disentitles Maurice Law from collecting all or a portion of the fees and disbursements it has charged for providinglegal services to Standing Buffalo. [75] In sum, when the factual pleadings are examined in the context of the prohibition on the unauthorised practise of law, StandingBuffalo’s claim that the Retainer Agreement is an illegal contract by reason of a violation of s. 30 is incapable of succeeding.

While theChambers judge approached the issue differently than we do, he correctly determined that the technical pleading, together with other factspled, did not establish the essential elements of the claim that Standing Buffalo sought to assert. [76] As an aside to all of this, we observe that the Law Society has had no opportunity to provide its input on the statutoryinterpretation issues raised by this appeal.

Furthermore, to our knowledge, the Law Society has not taken the view that Maurice Law or theRetainer Agreement is offside s. 30 of the LPA, and there has been no suggestion that the Law Society has sought to discipline Mr. Mauriceor to prosecute Maurice Law, Maurice PC or any lawyer associated therewith for the unauthorised practise of law in Saskatchewan.

VII. ANALYSIS: COSTS APPEAL [ 77 ] The Chambers judge ordered that Standing Buffalo pay costs to Maurice Law in the fixed amount of $4,000 in association with its application to strike Paragraph 1 on the argument Maurice Law had put forward to amend that paragraph.

Otherwise, he directed that costs in relation to the other matters “be in the cause”, to be determined “by the hearing judge considering the totality of the evidence” (at para 176). [ 78 ] Because we have determined that the main reason offered by Maurice Law for seeking to strike Paragraph 1 was misplaced, we set aside the order of costs in its favour.

In the result, we leave the costs of all matters that were before the Chambers judge to be “in the cause” because a consideration of those matters “would be better assessed by the hearing judge considering the totality of the evidence”, as set out in paragraph 12 of the Chambers judge’s March 24, 2023, order. VIII. CONCLUSION [ 79 ] The appeal is allowed with respect to the costs awarded in the Court of King’s Bench but is dismissed in all other respects. Our reasoning, and that of Leurer C.J.S., for this result means that there has been mixed success in this Court.

As such, we make no order of costs for or against either party in connection with this appeal. “Caldwell J.A.” Caldwell J.A. “Tholl J.A.” Tholl J.A. Leurer C.J.S. (concurring) I. INTRODUCTION [ 80 ] Section 30(1) (

a) of The Legal Profession Act, 1990 , SS 1990-91, c L-10.1 [ LPA ], directs that, subject to certain exceptions, no person other than a member of the Law Society of Saskatchewan [Law Society] may practice law in this province.

Subject to similar exceptions, under s. 30(2)(a), a person other than a Law Society member who commences, prosecutes or defends an action or proceeding in a court of civil or criminal jurisdiction or acts as counsel or a lawyer in an action or proceeding is “incapable of recovering any fee, reward or disbursement on that account”. [ 81 ] A Court of King’s Bench judge sitting in Chambers has held that s. 30 of the LPA applies only to individuals, and not to corporations: Standing Buffalo Dakota First Nation v Ron S.

Maurice Professional Corporation (Maurice Law Barristers and Solicitors) , 2023 SKKB 42 [ Chambers Decision ]. Standing Buffalo Dakota First Nation [Standing Buffalo] appeals from the Chambers Decision . [ 82 ] I have had an opportunity to review the judgment of my colleagues, Caldwell J.A. and Tholl J.A. I agree with them that the Chambers judge erred when he held that s. 30 of the LPA has no application to corporations. I also agree with them that the appeal of Standing Buffalo should be dismissed. However, my reasons for reaching this conclusion differ from theirs. II.

FACTUAL BACKGROUND [ 83 ] My colleagues have reviewed the factual background leading to this appeal. I need to emphasize only a few brief matters. [ 84 ] Standing Buffalo’s originating application asserts that the retainer agreement at issue is between it and Maurice PC. Standing Buffalo maintains this position notwithstanding that the retainer agreement does not identify Maurice PC as the contracting party. Instead, it purports to be between “Maurice Law Barristers & Solicitors as represented by ” Maurice PC and Standing Buffalo (emphasis added).

The retainer agreement also identifies Maurice Law Barristers & Solicitors, as so represented, as the “Law Firm”. The document’s signature page refers to it being signed by Ron S. Maurice as the authorized officer of “Maurice Law Barristers & Solicitors”. These facts would therefore tend to suggest that Maurice Law Barristers & Solicitors, and not Maurice PC, was the contracting party.

Nonetheless, the proposition that Maurice PC is the “Law Firm”, as that term is used throughout the retainer agreement, and that it provided the legal services at issue, was not challenged by Maurice PC in this appeal. [ 85 ] I note the matters referred to in the previous paragraph only to be clear that I have proceeded, as did the Chambers judge, on the bases that: (

a) the retainer agreement is between Maurice PC and Standing Buffalo; and (

b) the lawyers who provided legal services to Standing Buffalo were doing so on behalf of Maurice PC . In short, it was no part of the argument made before us that the lawyers who provided legal services were not doing so for Maurice PC. These points, if they are contentious, are not determined in this judgment. [ 86 ] One other fact about Maurice PC must be emphasized. It is incorporated in Alberta. For this reason, if not also others, it cannot be granted a permit under The Professional Corporations Act , SS 2001, c P-27.1 [ PCA ].

As I will explain, the PCA provides a mechanism by which Law Society members can incorporate professional corporations under The Business Corporations Act, 2021 , SS 2021, c 6 [ Business Corporations Act ], to carry on their practice. Because Maurice PC is not incorporated under the Business Corporations Act , apart from any other disqualifying attributes that may exist, it is impossible for it to receive a permit under the PCA .

III. ISSUES [ 87 ] As I see it, the outcome of Standing Buffalo’s appeal is determined by the answers to the following three questions: (

a) Is s. 30 of the LPA restricted in its application to individuals? (

b) Is s. 30 rendered inapplicable when a corporation uses a licensed lawyer to provide professional services? (

c) If s. 30 applies to corporations, is it nonetheless plain and obvious that Standing Buffalo cannot succeed in proving the allegation made in paragraph 1 of its originating application? IV. ANALYSIS A.

Section 30 of the LPA applies to corporations 1. The issue [ 88 ]

Section 30 of the LPA states as follows: Authority to practise law 30

(1) Subject to

section 31, no persons other than members who hold a licence shall: (

a) practise law in Saskatchewan; or (

b) hold themselves out as, or represent themselves to be, persons who may practise law in Saskatchewan.

(2) Subject to

section 31, a person, other than a member who holds a licence, who commences, prosecutes or defends an action or proceeding in a court of civil or criminal jurisdiction or acts as counsel or a lawyer in an action or proceeding is: (

a) incapable of recovering any fee, reward or disbursement on that account; and (

b) deemed to be guilty of a contempt of the court in which the proceeding has been commenced, carried on, defended or prosecuted, and may be proceeded against for contempt before the Court of Appeal or a judge of the court sitting in chambers.

(3) Nothing in this

section affects the ability of a person or entity to provide members of the public with information of a general nature about the law and legal procedures or any other legal information as defined in the rules. [ 89 ]

Section 31 sets out several circumstances in which s. 30 has no application, providing as follows: Exceptions re unauthorized practice 31

Section 30 does not apply to: (

a) an articled student-at-law or any other person required to serve under articles who, while serving under articles: (

i) appears as counsel in proceedings before a judge of the Provincial Court of Saskatchewan, justice of the peace or a judge of the court sitting in chambers; (ii) acts as counsel in proceedings in which a student-at-law is authorized by The Queen’s Bench Rules to act; or (iii) performs under the supervision of a member any acts, not related to court appearances, that are prescribed in the rules; (

b) a person authorized to practise in accordance with the rules made pursuant to

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