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Code of Professional Conduct
INTERPRETATION
In this Code the field of professional conduct and ethics is divided into twenty chapters,
each of which contains a short statement of a rule or principle followed by commentary and notes. Although this
division gives rise to some overlapping of subjects, the principle of integrity enunciated in Chapter I underlies
the entire Code so that some of the rules in subsequent chapters represent particular applications of the basic
rule set out in Chapter I. Again there are instances where substantially the same comment appears more than once.
Such duplication is considered desirable in order to provide clarity and emphasis and to reduce cross-references.
The commentary and notes to each rule contain a discussion of the ethical considerations involved, explanations,
examples and other material designed to assist in the interpretation and understanding of the rule itself. Each
rule should therefore be read with and interpreted in the light of the related commentary and notes.
Certain terms used in the Code require definition as follows:
"client" means a person on whose behalf a lawyer renders or undertakes to render professional services;
"court" includes conventional law courts and generally all judicial and quasi-judicial tribunals;
"Governing Body" means the body charged under the laws of a particular jurisdiction with the duty of
governing the legal profession (e.g., the Benchers, General Council, Convocation or Council);
"lawyer" means an individual who is duly authorized to practise law;
"legal profession" refers to lawyers collectively;
"person" includes a corporation or other legal entity, an association, partnership or other organization,
the Crown in right of Canada or a province and the government of a state or any political subdivision thereof.
It will be noted that the term "lawyer" as defined above extends not only to those engaged in private
practice but also to those who are employed on a full-time basis by governments, agencies, corporations and other
organizations. An employer-employee relationship of this kind may give rise to special problems in the area of
conflict of interest,1 but in all matters involving integrity2 and generally in all professional matters, if the requirements or demands
of the employer conflict with the standards declared by the Code, the latter must govern.
NOTES
1. See Chap. V.
2. See Chap. I. The involvement of various lawyers in The Watergate Affair most graphically illustrates some of
the hazards.
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