RULES OF PROFESSIONAL CONDUCT FOR BARRISTERS AND SOLICITORS

7^th EDITION

Chapter 1

Practitioners' Rights, Duties and Responsibilities Generally:

Independence of Practitioners: Conflicts of Interest

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1.01 Rule

The relationship between practitioner and client is one of confidence and trust, which must never be abused.

Commentary

(1) The professional judgment of a practitioner should at all times be exercised within the bounds of the law solely for the benefit of the client and free of compromising influences and loyalties.

(2) The practitioner should never seek an advancement of personal interest or position at the expense of a client.

(3) The relationship of confidence and trust may be breached where a practitioner and client enter into a sexual relationship.

[See also the Ruling in Appendix II]

(1) It would be improper for a practitioner to accept instructions unless the matter could be handled promptly with due competence and without undue interference by the pressure of other work or other obligations. Instructions for work, which is outside the field of competence of a practitioner, should be either declined or, with the consent of the client, referred to another practitioner.

(2) The complexities of modern legal practice mean that a practitioner is unlikely to be competent in all fields of practice. A practitioner should not hesitate to explain to a client or a prospective client that the client needs the services of a practitioner more experienced in the appropriate field of practice.

(3) Where the commitments of a practitioner would not allow sufficient time to be devoted to the matter, those commitments would be good cause for refusing to act.

(4) Any refusal to act must not be based on the prohibited grounds of discrimination as set out in section 21 of the Human Rights Act 1993.

(5) If a client is eligible for legal aid the practitioner has a duty to draw that fact to the client's attention.

(6) A client should receive the same standard of service whether the client is legally aided or not.

(7) Nothing in this rule or its commentaries shall prevent a practitioner from contracting for a general retainer by accepting a payment in return for which the practitioner remains available to receive instructions from the payer and agrees not to accept instructions that would conflict with that obligation. A barrister sole would need to make a retainer contract through an instructing solicitor.

[Amendment to commentary (4) was adopted by Council resolution on 7 April 2006 and came into force on 1 June 2006.]

(1) The rule is based on the premise that a person who occupies a position of trust must not permit his or her personal interests to conflict with the interests of those whom it is that person's duty to protect.

(2) The rule is intended to protect a client in situations where the interest or position of the practitioner would or could make the practitioner's professional judgement less responsive to the interests of the client.

(3) The existence of a personal interest of a practitioner should be disclosed to the client or prospective client irrespective of a perceived lack of conflict. The practitioner should consider carefully whether a personal interest is directly or indirectly in conflict with the interests of the client, and refuse to act if there is any such direct or indirect conflict.

(4) A practitioner may not enter any financial, business or property transaction with a client if there is a possibility of the fiduciary relationship between practitioner and client being open to abuse. This applies even if the practitioner does not propose to act for the client in the particular transaction.

(5) It is impossible to detail all the situations, which arise where a practitioner should not act or where independent representation or advice must necessarily be obtained under this rule. One example would be where a practitioner borrows money from a client other than a client whose normal business is lending money. It is not then enough to offer independent advice to the client. The solicitor must sever the relationship of solicitor and client in that matter and ensure that the person concerned receives independent and competent advice. If the client refuses to take independent advice, the transaction should not proceed.

(6) The rule will usually apply to any interest or dealing through the practitioner's family or relatives or any company, trust, partnership, or other body, in which the practitioner has or exerts a material measure of control or influence. It will also include interests, which are not personal in the strict sense but representative in character such as directorships and trusteeships.

(7) In the context of this rule the word "client" must be given an extended meaning. It will, for example, ordinarily include any company, trust, or other body in which the client has a significant interest or exercises a material measure of control.

(8) See also Solicitors Trust Account Regulations 1998, Reg.6.

[See also the Ruling 1/00 in Appendix II.]

(1) A conflict of interest does not exist between parties simply because the practitioner is acting for more than one of them.

(2) A practitioner should exercise careful professional judgement to ensure that a conflict of interest does not exist and is not likely to arise.

(3) It is difficult to guard against conflicts of interest through clients being represented by different practitioners in the same firm. There is a danger that information may be imparted by one client to a practitioner in the firm to which the firm should not have access, having regard to the interest of another client who is represented by a different practitioner in that firm. Firms should establish systems to prevent such events occurring.

(4) A potential conflict of interest is a situation, which without care, could well lead a practitioner into a breach of fiduciary duty.

NOTE: As a corollary to this rule, there is likely to be a conflict in a practitioner acting for an authority, a tribunal, statutory body, parliamentary committee, or other related body, and also appearing for a party before any such body.

(1) In some circumstances, a practitioner could face a very difficult situation through acting or continuing to act against a former client. Knowledge acquired while acting for the former client is confidential and privileged (see Rule 1.08) and yet the practitioner is bound to disclose information received which relates to a present client's affairs (see Rule 1.09). Such a situation is likely to give rise to a conflict and in those circumstances it is not proper for the practitioner to continue to act.

(2) This rule can apply, for example where a practitioner has acted for:

(i) Both borrower and lender in the transaction;
(ii) A husband and wife;
(iii) Members of a partnership;
(iv) Directors and shareholders in a company;
(v) A number of members of a family;
and is subsequently invited to act for only one or more of those parties against the other party/parties.

(3) In acting for both a lender and a borrower in a loan transaction, notwithstanding the prior informed consent of both or all parties, a practitioner is in a situation of potential conflict. If enforcement steps are taken against the borrower (including the issue of a Section 92 Property Law Act Notice) the practitioner should not continue to act for both or all parties. In some circumstances the only proper course may be to act for neither the borrower nor the lender (whether Nominee Company or otherwise) nor any other parties, such as guarantors, when enforcement steps are taken.

(4) Practitioners are referred for further guidance to:

(i) an article by Miriam R Dean and Christopher F Finlayson - [1990] NZLJ 43;
(ii) Re A Firm of Solicitors [1992] 1 All ER 353 (CA)
(iii) Black v Taylor - [1993] 3 NZLR 403 (CA)

(5) In addition to ethical and common law liability for breach of fiduciary duty, practitioners who use personal information obtained in connection with one client in acting for another may be in breach of the Privacy Act 1993 (refer privacy principle 10).

[See also the Ruling 2/00 in Appendix II.]

(i) The nature and value of the reward is fair and reasonable.

(ii) The practitioner has advised the client upon relevant alternative sources of funds or investments, as the case may be.

(iii) The nature and value of the reward have been fully disclosed to the client. (iv) The client's consent has been obtained.

(1) Without limiting the general application of this rule, its provisions apply to the following circumstances:

(i) where one of the potential lenders to the client is a client of the practitioner or the practitioner's firm, or a solicitors nominee company of which the shares are owned by the practitioner or the practitioner's firm;
(ii) where one possible avenue of investment for the client is a solicitors nominee company of which the shares are owned by the practitioner or the practitioner's firm or another client of the practitioner or the practitioner's firm; and practitioners must always have regard to the provisions of Rule 1.04.

(2) The provisions of this rule may not apply where a client has, prior to instructing the practitioner, already made firm and specific arrangements independently of the practitioner for an appropriate avenue for the lending or borrowing of money.

(3) Practitioners are referred for further guidance, particularly in regard to the need for the fully informed consent of clients, to the judgment of the Privy Council in Clark Boyce v Mouat [1993] 3 NZLR 641.

(4) Nothing in paragraph 2(iv) of this Rule shall require separate independent advice to be obtained.

1.07 Rule

1. In the event of a conflict or likely conflict of interest among clients, a practitioner shall forthwith take the following steps:

(i) advise all clients involved of the areas of conflict or potential conflict;

(ii) advise the clients involved that they should take independent advice, and arrange such advice if required;

(iii) decline to act further for any party in the matter where so acting would or would be likely to disadvantage any of the clients involved.

2. Once a situation of the type described in paragraph 1.07(1)(iii) arises, it is not acceptable for practitioners in the same firm to continue to act for more than one client in a transaction, even though a notional barrier known as a Chinese Wall may be or may have been constructed. Such a device does not overcome a conflict situation.

Commentary

(1) Practitioners are referred for further guidance to Farrington v Rowe McBride & Partners [1985] 1 NZLR 83 (CA) and Clark Boyce v Mouat [1993] 3 NZLR 641 (PC).

(2) In taking the steps under paragraph 1(i) of this rule practitioners should note the duties under Rule 1.08 and under the Privacy Act 1993.

(3) Practitioners are referred to Re A; High Court Auckland, AP59 - SW01; 19.12.01; Fisher, Williams, Harrison JJ, in which the full court held (at paragraph 43) that a conflict of interest arises in any situation where the interests of the two clients become opposed, and that the risk of disclosure is an immaterial factor.

[Commentary (3) was added by Council resolution on 31 October 2003 and came into effect on 1 January 2004.]

(i) the client expressly or impliedly authorises the disclosure;

(ii) the practitioner is reasonably seeking to establish or collect his or her fee;

(iii) the practitioner is defending himself, or herself or his or her associates or employees, against an allegation by the client of malpractice or misconduct or against a criminal charge;

(iv) the information relates to the anticipated or proposed commission of a crime (and where the anticipated crime is one involving the possibility of physical injury to another person, disclosure is mandatory);

(v) the information is or has become public knowledge;

(vi) disclosure is required by law;

(vii) disclosure is required by order of a court;

(viii) disclosure to the practitioner's professional indemnity insurer is required in order to maintain or secure the practitioner's cover;

(ix) the practitioner forms the view that there is a serious and imminent risk to the health or safety of the client;

(x) the practitioner has an overriding duty to a court or tribunal.

(1) Confidentiality and privilege of client information are among the prime principles of professional practice. A practitioner must bear in mind that confidentiality and privilege belong to the client and not to the practitioner. Generally any request by a third party for personal information held by a practitioner on a client file should be referred to the client or refused pursuant to s.29(1)(f) of the Privacy Act 1993 on grounds that disclosure of the information would breach legal professional privilege.

(2) It is not practical to list all circumstances where disclosure may be required by law. Examples include however:

(i) disclosure of information indirectly arising from compliance with a search warrant issued under s.198 of the Summary Proceedings Act 1957;
(ii) disclosure of information contained in books of account and accounting records where such records are seized pursuant to s.198A of the Summary Proceedings Act; see too s.35A of the Evidence Amendment Act (No.2) 1980;
(iii) disclosure of information to the Commissioner of Inland Revenue in certain circumstances: see ss.17 and 20 of the Tax Administration Act 1994;
(iv) disclosure of information relating to money laundering in certain circumstances: see ss.15 and 19 of the Financial Transactions Reporting Act 1996.

(3) If a practitioner is of the opinion that the information in question is subject to legal privilege or that for some reason an order or warrant requiring disclosure of information ought not to have been made or issued, he or she should discuss with the client the possibility of making an application to have the order or warrant set aside without unlawfully obstructing its execution.

(4) In any circumstances where disclosure is justified, a practitioner should nonetheless be concerned not to divulge more information than is required of him or her for the purpose.

(5) Where exception (iv) applies, the appropriate body to which disclosure should be made is usually the Police and, in cases of urgency or threatened personal injury, the likely victim or his or her solicitor.

(6) Where a practitioner is in possession of information received from joint clients, the consent of both or all the clients is required to waive the duty of confidentiality.

(7) A practitioner practising on his or her own account or as a partner in a firm may, unless the client directs otherwise, disclose the client's affairs to partners (if any) and employed practitioners and, to the extent necessary, to employed law clerks, legal executives, non legal staff such as secretaries and filing clerks, and to others whose services are utilised by the practitioner.

(8) A practitioner who is employed by a practitioner practising on his or her own account or by a firm of practitioners may always disclose the client's affairs to his or her employer. Such a practitioner may not agree to accept instructions or directions from the client on any other basis. The extent to which the employer may then, generally or in a specific case, permit further disclosure will be determined by application of paragraph (7) of the commentary to this rule and any further disclosure will be subject to the client's direction otherwise.

(9) Where exception (ix) applies, the practitioner may disclose to a health agency or health professional whatever information is necessary to assist in the care and treatment of the client. Disclosure to others must be only to the extent necessary to minimise the threat to the client's health and safety.

(10) A practitioner's duty continues even after the client has ceased to be the practitioner's client. Following the death of the client or former client, the right to confidentiality passes to the client's personal representatives and can be waived only by them.

(11) Difficulties often arise in relation to a practitioner's duties when a client becomes insolvent. Upon the liquidation or receivership of the company client, authority is vested in the liquidator or receiver, who is entitled to information and documents relating to the company. Authority to permit disclosure to others thereafter vests in the liquidator or receiver. If a practitioner has also acted in the past for directors or shareholders in their personal matters, care must be taken to ensure that confidentiality in respect of such personal matters is maintained.

(12) Where a client is adjudicated bankrupt, the practitioner formerly acting for that person cannot claim privilege if summoned to give evidence under ss.68-70 of the Insolvency Act 1967, as the bankrupt's privilege has passed to the Assignee. Where the bankrupt takes professional advice in relation to the bankruptcy proceedings themselves, however, his or her privilege in this connection does not pass to the Assignee and may be claimed by the bankrupt. In those circumstances, disclosure of information obtained in the course of those instructions would not be authorised.

(13) Information not to be divulged by the practitioner in terms of this rule will include the fact of having been consulted or retained by a person, unless the nature of the matter requires such disclosure.

(14) Rule 8.01 will be relevant where exception (x) applies.

(1) A practitioner should take all reasonable steps to prevent a situation arising where confidential information is received on the basis that it is not to be disclosed to a client.

(2) If a practitioner receives information on a basis of confidence as against the client, then a conflict of interest may have been created. If such a situation seems to have arisen, the practitioner must advise the client of it and of the client's right to seek independent advice. It then becomes a matter of professional judgement on the part of the practitioner as to whether or not to continue to act in the particular transaction in the interests of the client.

(3) If having so considered the matter the practitioner decides that it would be wrong to continue to act in the matter, the client must be advised accordingly. The client should be told to seek the services of another practitioner and that the first practitioner in those circumstances will not act in any way against the interests of the person who becomes the former client.

(4) One example of a difficulty which can arise for a practitioner in the observance of this rule is when, in matrimonial proceedings, a practitioner becomes aware of the address of the client's alienated spouse in circumstances where the practitioner knows the alienated spouse would not wish the client to become aware of the address. An undertaking not to disclose an address in such circumstances without the consent of the client could mean that a practitioner is in breach of the rule. Generally as to the disclosure of the address of a client, see Rule 1.10.

(5) While there is a general duty at common law to disclose all material matters to the client, there may be certain circumstances in which it may not be appropriate to disclose all information (see McKaskell v Benseman [1989] 3 NZLR 75). The following quotations from the judgment of Jeffries J will assist practitioners:

• "A primary obligation of the fiduciary is to reveal all material information that comes into his (or her) possession concerned with his (or her) client's affairs. The emphasis is on what is material or essential. That is a matter of judgement by the solicitor on the facts of each case, for certainly he (or she) is not obliged to pass trifling and insignificant detail."

• "Lawyers, as well as other professional people, as part of their practice, have to convey not infrequently to clients unwelcome, bad, and even at times, devastating information. The greatest care should always be taken on the occasion of such communication, but, nevertheless, it must be done."

(6) It is important to note that the fact that fees are outstanding does not provide a good reason to refuse a request for access to personal information. While the Privacy Act 1993 does not prevent a practitioner from claiming a lien over original documents, the client will still be entitled, under that Act, to obtain access to the personal information contained in any file or paper. The client is entitled to insist on receiving a copy of any document containing personal information at reasonable cost notwithstanding that a lien has been claimed.

(1) Practitioners should be aware that the standard required under this rule exceeds that in the Privacy Act 1993. A permitted disclosure under one of the exceptions to information privacy principle 11 of that Act may still be in breach of this rule. There are some statutory exceptions for example the Financial Transactions Reporting Act 1996.

(1) If in a practitioner's capacity as a director or member of a body corporate, the practitioner comes into possession of information detrimental to the body corporate, then the practitioner should not subsequently act for a client in connection with any relevant matter affecting the body corporate.

(2) A practitioner should be careful not to act for a client in circumstances which could give the impression that the practitioner's membership or directorship could be used for the advantage of the client.

(3) A breach of this rule may also involve breaches of principles 10 and 11 of the Privacy Act 1993.

(i) have in full force and effect valid professional indemnity cover for civil liability (apart from fraud or dishonesty of the practitioner or any partner) arising in New Zealand out of any act, error or omission in the course of the practitioner's professional duties or business:

(a) to a minimum of two million dollars ($2,000,000) per claim per sole practitioner or firm (or such other amount as the Council of the Society may from time to time prescribe); "the stipulated minimum cover"; and

(b) with a deductible (if any) up to a maximum amount of twenty thousand dollars ($20,000) (or such other amount as shall from time to time be prescribed by the Council of the Society) per claim in respect of each sole practitioner or each partner in a firm; and

(c) "providing cover for the fraud or dishonesty of employees to a minimum of $250,000 per claim per sole practitioner or firm (or such other amount as the Council of the Society may from time to time prescribe)", and

(d) providing that all claims arising out of any one act, error or omission are deemed to be one claim; and (e) meeting any other terms of cover as may be stipulated from time to time by the Council of the Society.

(ii) ensure that the policy effecting the professional indemnity cover is obtained through a sound and reliable brokerage;

(iii) use his or her best endeavours to maintain such cover (with the original or some other insurer) for at least the stipulated minimum cover for at least 6 years from the date of the contract of limitation;

(iv) ensure that the limitation of liability will not be in respect of an amount less than the stipulated minimum cover;

(v) fully advise the client of all aspects of the contract of limitation including:

(a) the actual level of the practitioner's professional indemnity cover or, alternatively, confirmation that the level extends to or exceeds the stipulated minimum cover; and

(b) the minimum terms of cover otherwise required under this paragraph of this rule; and

(c) the practitioner's obligations under this rule.

(vi) ensure the client is aware of the provisions of paragraph (13) of the commentary to this rule.

3. A practitioner must be able, on inquiry by the council of a District Society:

(i) to demonstrate that any contract of limitation is fair and conscionable, having regard to the parties involved, the nature of the transactions and any other relevant circumstances, which were or ought reasonably to have been known or in contemplation when the contract was made;

(ii) to demonstrate that the practitioner took all reasonable steps to ensure that the client understood and accepted the terms of any contract of limitation;

(iii) to demonstrate that the practitioner's professional indemnity cover complies with the provisions of paragraph 2 of this rule.

Commentary

(1) The provisions of paragraph 2(i) of this rule represent only the minimum terms of cover, which the professional indemnity policy must have, for the purposes of this rule. The cover can, of course, be wider. Details of any additional terms of cover stipulated under paragraph 2 (i) (e) will be published, or can be obtained from the Executive Director of the Society.

(2) Although not essential for the purposes of this rule (unless the Council otherwise stipulates at any time), the Council recommends that the terms of cover should preferably include as well:

(i) Cover for innocent partners against liability arising from the fraud or dishonesty (actual or constructive) of their other partners;

(ii) Specific cover in respect of activities and functions commonly or sometimes fulfilled by practitioners such as services as directors, secretaries, trustees, executors, personal representatives, receivers, liquidators and officers of charities;

(iii) Cover in respect of past partners;

(iv) Provision for a minimum period of notice of 90 days for the exercise of any right of cancellation of the policy, whether by the insurer or the insured;

(v) Provision that non-disclosure or misrepresentation by the practitioner or anyone else in his or her firm in the insurance proposal will not invalidate the policy in respect of innocent persons not committing or condoning the same.

(3) The broker who arranges professional indemnity cover should preferably be a member of the Corporation of Insurance Brokers of New Zealand.

(4) Paragraph 2 (v) of this rule requires that a practitioner must advise the client of the level of his or her professional indemnity cover or provide confirmation that this extends to or exceeds the stipulated minimum cover required under the rule so that the client is aware of this in the context of any contract of limitation. The rule allows, of course, a higher limitation of liability than the minimum cover stipulated in paragraph 2(i)(a), and also allows a practitioner to have a higher level of limitation than the professional indemnity cover. On the other hand, the limitation of liability may be for an amount less than a practitioner's professional indemnity cover. However, in all cases a practitioner must otherwise have the minimum terms of cover stipulated in paragraph 2 (i) and make the appropriate disclosure. Paragraph 2(v) also requires the client to be fully informed as to the terms of the rule generally. Accordingly, the client should be made aware of paragraph 2(iii) for instance.

Paragraph 2(vi) requires that the client is made aware of paragraph (13) of this commentary.

(5) If a practitioner wishes to take advantage of the provisions of this rule, it is recommended that he or she obtains a certificate or a written confirmation from his or her brokers that the terms of cover of the policy comply with the terms of paragraph 2 (i). Specific, commonly excluded civil liabilities, (e.g. for a practitioner's trading debts or for loss or damage to property or for death or personal injury) would be acceptable.

(6) The level of the prescribed minimum amount of insurance cover required in order to render limitation of liability by contract ethically acceptable is an indication that the Council considers the element of risk in a transaction must be substantial or unusual before liability for that risk may be limited by contract. Limitation of liability would not normally be appropriate, for instance, for everyday conveyancing or domestic transactions. Where, however, the risks are substantial or unusual or the transaction is likely to be difficult or complex or one involving a large sum of money or high value of property, it may be unreasonable to expect a practitioner to be in a position where the personal assets of the practitioner and his or her spouse or family could be at risk, without the ability to limit that liability. It is also permissible for a practitioner to limit his or her liability on an on-going basis, covering a series of transactions or all transactions.

(7) The reference in paragraph 2(i) of this rule to the requirement that a practitioner must have in full force and effect valid professional indemnity cover for the minimum prescribed amount is intended to ensure that such cover is effective, that the practitioner genuinely believes this to be the case and that he or she has taken all reasonable steps to ensure that such cover will not be denied because of, for instance, material non-disclosure or misrepresentation or non-payment of the premium.

(8) The reference to the requirement that a practitioner must use his or her best endeavours to maintain such cover for at least 6 years, is intended to ensure that cover is available for any claim made during the usual contract/tort limitation period for a claim and that practitioners will maintain such cover, until there are genuine or special reasons precluding this. Such cases are likely to be rare and would have to be justified on inquiry by the Council of a District Society It is, however, obviously desirable that the cover be maintained for longer than 6 years, especially since the breach giving rise to a claim may not occur and so the relevant limitation period may not commence until an indeterminate time after the contract of limitation has been entered into. Practitioners should also be aware that professional indemnity cover is invariably on a "claims made" basis (i.e. the cover applies to claims notified during the period of the cover, not to when the default giving rise to the claim occurred). Practitioners should also ensure that their obligations under the rule continue to be properly fulfilled consequent upon a dissolution of the firm or the retirement of a partner. The cover need not be effected continuously with the same insurer throughout the period but any policy replacing a previously held policy must be fully retroactive. More than one insurer may be used.

(9) The rule is subject to the general law relating to contracts being voidable or unenforceable as being unfair or unconscionable. The general law relating to the lack of capacity on the part of a contracting party will also be applicable. The rule will also be subject to the general fiduciary obligations of practitioners. A practitioner should also be mindful of other statutory provisions, including in particular the Fair Trading Act 1986, which applies to the provision of services. Further, no limitation will be effective where there has been fraud or theft, or other material dishonesty on the part of the practitioner.

(10) The terms of any contract of limitation of liability must be brought clearly to the attention of the client and fully understood and accepted. It would be preferable that they are confirmed in writing. If a practitioner has any doubt about the degree of understanding of the client or the appropriateness of any proposed limitation then the practitioner should see that the client is independently advised. It would be preferable that any such independent advice was appropriately recorded and the acceptance or otherwise of it confirmed in writing. If such independent advice is offered to and declined by the client, again it would be preferable that this be confirmed in writing. The onus will be on a practitioner, on inquiry, to satisfy the Council of a District Society that the client properly understood and accepted the terms of any limitation of liability.

Accordingly, it is suggested that the terms of a contract of limitation should expressly include:

(i) the amount of the limitation of liability;

(ii) the level of the practitioner's professional indemnity cover which is in full force and effect, or confirmation that the cover extends to the required minimum;

(iii) confirmation by the practitioner that the terms of the cover otherwise comply with the requirements of paragraph 2(i) of this rule;

(iv) confirmation as to compliance with the practitioner's obligations, both present and future, under paragraph 2(ii) to (iv) inclusive of this rule;

(v) confirmation that the client understands and accepts the terms of the contract and, if appropriate, that the client has received or has had the opportunity of receiving independent advice about the contract;

(vi) confirmation that the client is aware of and accepts the provisions of paragraph (13) of the commentary to this rule. It may of course, be appropriate for other matters to be provided for in the contract in any particular case.

(11) Nothing in this rule affects a practitioner's right to seek to limit his or her liability to persons who are not clients.

(12) This rule is not designed to affect the normal ability of a practitioner to qualify any advice or opinion given on a particular matter such that it is made clear that the practitioner is not unreservedly accepting or cannot accept responsibility for the advice or opinion. That may be appropriate, for instance, where the relative law is genuinely uncertain or complex or where there may be unknown material facts.

(13) It should be clearly understood that neither the Society nor any District Society shall be liable for any matter relating to or arising out of this rule or commentary, whether in respect of any contract of limitation or professional indemnity policy or otherwise."