In determining whether communications involving the taxpayer's accountants ("MNP') and relating to a reorganization were subject to solicitor-client privilege on the basis that MNP were the taxpayer's agents, Allbright J stated (at para. 46):
[Q]uestions such as what was the role of the accountant and what is the focus of the advice being sought and given are appropriate. For example, if the accountant is acting as a "designer" of the document and the information contained in it, that would tend to negate the role of the accountant acting as "an agent" or a "conduit". Again, what is the nature of the advice being formulated? If at the heart of the document and its contents is found the overriding purpose of tax accounting advice, such would tend to negate the existence of solicitor-client privilege, as would disclosure to third parties.