Contracts for Legal Services

In Canadian federal procurement, a contract for legal services is a contract for the performance of legal services. Under the Government Contracts Regulations, such a contract may be entered into only by, or under the authority of, the Minister of Justice. That makes it a specialized procurement category rather than an ordinary purchase of professional services.

The term appears in the Government Contracts Regulations, in Treasury Board procurement guidance, and in buyer guidance on CanadaBuys. The Regulations exclude "a contract for the performance of legal services" from their general application, so these contracts sit outside the usual contracting rules and follow their own authority structure. You can read the wording in the Government Contracts Regulations.

Minister of Justice authority over legal-services contracts

The Government Contracts Regulations do two things with legal services. They carve these contracts out of the Regulations' general application, and they state that a contract for the performance of legal services may be entered into only by or under the authority of the Minister of Justice. The first rule removes the standard contracting framework. The second puts the authority to contract in one place.

CanadaBuys lists contracts for legal services as a specialized procurement category in its Buyer's Portal. The CanadaBuys guidance on contracts for legal services repeats the Minister of Justice rule and sets out the organizations that are exempt from it.

Organizations exempt from the Minister of Justice rule

Not every federal body is bound by the Minister of Justice provision. CanadaBuys names these exempted organizations:

• the Director of Defence Counsel Services
• the Auditor General of Canada
• the Chief Electoral Officer of Canada
• the Commissioner of Lobbying
• the Commissioner of Official Languages
• the Director of Public Prosecutions

These organizations may operate under their own authorities and procedures when they contract for legal services.

How federal organizations apply the rule

Treasury Board procurement guidance refers to the requirement to use the Department of Justice Canada for legal-services contracts. The same guidance states that where the Government Contracts Regulations apply, a legal-services contract requires Minister of Justice authority. See the Treasury Board publication for the policy context.

The Canada Revenue Agency applies a version of the rule through its own statute. Its procurement policy says its procurement authority for contracts for legal services is restricted, and that such contracts may be entered into only by, or with the approval of, the Attorney General of Canada.

The Courts Administration Service reported that contracts for legal services are not subject to the Government Contracts Regulations or the Treasury Board Contracting Policy. As a result, no formal requirement to solicit bids applies under those instruments. The organization adopted its own policy and procedure for contracting for legal services, as described in the Procurement Ombudsman review. A separate Government of Canada audit describes legal-service contracts as professional-services contracts that are exempt from the Regulations and may not follow the same process as other professional-services contracts.

What contracts for legal services mean for a supplier

A supplier cannot assume the usual bidding process applies. The contracting authority may work under special approval requirements, or under its own policy, instead of the ordinary procurement process. Suppliers should do the following:

• Respond to the specific solicitation or contracting process issued by the authorized federal organization.
• Confirm that the proposed service falls within the stated legal-services requirement.
• Meet every mandatory technical, security, conflict-of-interest, confidentiality, pricing, and submission condition in the solicitation.
• Recognize that where the Government Contracts Regulations apply, the contract needs authority from the Minister of Justice, and that the exempted organizations may follow their own procedures.

Check which organization is buying and under what authority before preparing a response.