In Anroop v. Naqvi, 2026 ONCA 142, the Court of Appeal overturned the decision of the application judge, Justice Cory Gilmore, in Anroop v. Naqvi ,2025 ONSC 160, and declared a fourth will invalid largely due to the drafting lawyer’s “conflict of interest.”
What was the case about? This matter was a will challenge.
After the death of his son Narine, the testator, Reka Anroop, went to anew lawyer to make a new will to leave his estate to his living children. It has been established and appears to be an undisputed fact by both courts that the testator was capable.
The testator made prior wills when his son was alive.
Justice Gilmore opined in para. 228: “… after Narine’s death things changed. Reka was displeased with how he was being treated by Bryan and Amadai. He wanted to change his beneficiary to his four living children and wanted a different lawyer to draft a new will. … [He] fully understood the gravity of it.”
In contrast, the Court of Appeal disregarded the testators’ statements recorded in the drafting lawyer’s notes, because the notes were declared to be a product of a lawyer who was in a “conflict of interest.” As a result, without “reliable” notes, the will was invalid.
The notes of a drafting lawyer are critical evidence for a will challenge as it is usually the only independent record of the events (that and medical records). However, this article highlights only the conflict of interest.
What was the ‘conflict’ of ‘interest’?
The father, Reka, asked his daughter, Chandra, if she knew a lawyer as he needed a new will. She asked her husband, a real estate agent, who recommended a real estate lawyer, Nabeel Naqvi, who did wills. The husband’s agency also rented space to the lawyer. The husband had referred other people to the same lawyer for real estate matters.
This was the conflict of interest.
The Court of Appeal declared that the real estate agent “conferred a financial benefit” upon the lawyer (para. 60) resulting with him being in a “conflict of interest,” which was a “suspicious
circumstance” (para. 62).
The lawyer, in good standing, did not receive a referral fee for acting. It is unclear what financial benefit was conferred. The lawyer did not charge for drafting the will nor prepare a reporting letter, which the Court of Appeal said was further evidence of his conflict.
It is unclear if it was the landlord relationship and being referred real estate files or just referrals that“ conferred the financial benefit” upon the lawyer that resulted in his conflict of interest.
This decision is unclear: what is the conflict?
It doesn’t meet the conflict-of-interest test detailed below. There was no evidence applied to what actual influence or conflict existed. The lawyer did not benefit from the will and wasn’t related to any of the parties or the referral source. The will was per the instructions of the capable testator supported by his notes and examination evidence.
What is the law on conflict of interest?
The Law Society
Rule 3.4-1 of the Federation of Law Societies of Canada’s Model Code of Professional Conduct states: “A lawyer must not act or continue to act for a client where there is a conflict of interest, except as permitted under this Code.”
According to commentary [6] to Rule 3.4-1: “A client must be assured of the lawyer’s undividedloyalty, free from any material impairment of the lawyer and client relationship.”
The following are factors a lawyer must consider to determine whether a conflict exists (Commentary[10] to Rule 3.4-1):
a. the immediacy of the legal interests;
b. whether the legal interests are directly adverse;
c. whether the issue is substantive or procedural;
d. the temporal relationship between the matters;
e. the significance of the issue to the immediate and long-term interests of the clients involved; and
f. the clients’ reasonable expectations in retaining the lawyer for the particular matter or representation.
According to Rule 3.4-2, a lawyer is prohibited from representing a client in a matter where a conflict of interest exists unless all affected clients provide express or implied consent and the lawyer reasonably determines that they can effectively represent both parties.
Substantive risk
There are four Supreme Court cases on conflict of interest (MacDonald Estate v. Martin, [1990] 3S.C.R. 1235; R. v. Neil, 2002 SCC 70; Strother v. 3464920 Canada Inc., 2007 SCC 24; Canadian National Railway Co. v. McKercher LLP, 2013 SCC 39). Known as the “conflicts quartet,” each decision discusses a different practice setting. Referral relationships have not been addressed.
The test here is whether the lawyer who drafted the will has concurrent representation of clients that create a substantial risk that their representation will be materially and adversely affected.
The drafting lawyer did not have concurrent representation of clients adversely affected. It also
seems that referrals are allowed and permitted and even further, lawyers are permitted to receive a referral fee and financially benefit, and yet still represent the client without this specific financial benefit being a conflict.
What does this mean for me as a lawyer?
Lawyers need to adopt a new system to track and record their referral source — even the ones wherethey don’t receive payment for the referral. They may need to consider refusing business from thesame referral source if the referral is a relative of the referrer.
There are already specific conflict of interest rules as it relates to drafting wills for husband and wife. However, there is no quantifiable amount of work threshold to what increase in business can be attributed to that referral, timeline as to when referrals may have taken place, or frequency of referrals.
How do I make referrals now?
This Court of Appeal decision has now caused a new issue where the referral source needs to be a consideration and monitored, and work may need to be refused, for example:
- Referral for non-relatives/no personal connection:
a. As referee: can refer to same lawyer
b. As lawyer: lawyer can act - Referral for relatives/personal connection:
a. As referee: refer to new lawyer you never sent any work to before — do not send anyone else to this lawyer — keep track
b. As lawyer: if lawyer has acted on an unrelated matter referred to by the same person:
i. can’t act for their relative unless seek express consent
ii. if acted for relative, can’t act on any work they refer to you, unless seek express consent
iii. unclear if can act for multiple relatives (except husband and wife), unless seek express consent - Referral from landlord. If unclear, seek express consent.
This has a detrimental effect for lawyers who rely on goodwill and referral business and may result in fewer people being able to find a lawyer to do their will. If you are a lawyer and the person can’t remember who gave you the file, this is a further complication.
What if I already made a will for a referral’s family member?
It is unclear if this new “conflict of interest” applies to wills made from March 26, 2026, onward or if it is a general rule that applies to all wills ever done. It may be that drafting lawyers need to review their wills already made and if they did a will for a referral’s relative, bring back the testator to signal Express Consent of Conflict of Interest (draft at end of this article) or send them to a different lawyer to do a new will.
It is further complicated if the testator is no longer capable or can’t be located. It is unclear if thelawyer can charge for their time to do this additional work.
What happened as a result of this ‘conflict’ in Naqvi v. Anroop?
Since the lawyer was declared to be in a conflict of interest, the result was that:
- 1.This conflict was declared as a suspicious circumstance (para. 62);
- There were concerns if the lawyer can provide independent legal advice (para. 82);
- “Questions about the confidentiality and independence of legal advice” was a factor to indicateundue influence (para. 77, third bullet point);
- Due to this “conflict,” the court entertained that the lawyer could have partaken in a fraud,which were: (a) altering/backdating his notes (para. 56) and (b) forging the will (paras. 65-66);
- The lawyers’ notes could not be relied upon (para. 69), which was the key reason the will wasinvalidated;
- Due to the notes not being relied upon, the Court of Appeal deemed that there was no“reliable” evidence the testator knew and approved the contents of his will (para. 70);
- The will contained a mistaken “Sky-Diving” burial provision, which the lawyer admitted was amistake. The Court of Appeal said:
- a. The testator didn’t know and approve this burial provision, and;
- b. Despite his notes showing Reka’s capable wishes, these are not being considered dueto this lawyer’s “conflict” as the lawyer was the “source of instructions” (para. 69).
What test did the Court of Appeal apply?
It states that the application judge considered the conflict but that it was “overcome” by no divided loyalties because the testator and Naqvi did not know each other before their meeting and there was no evidence he was influenced by Asghar or Chandra (para. 61). Justice Gilmore rejected Naqvi being in a conflict of interest and discharging his duties to Reka.
In para. 62, the Court of Appeal states: “A conflict of interest, by definition, results in divided loyalties.” The fact that Nabeel Naqvi and Reka had never met prior to March 14, 2022, is irrelevant to the question of divided loyalties by virtue of his relationship. The “application judge did not apply the correct legal principles in determining whether Mr. Naqvi was in a conflict of interest in preparing Reka’s will. As a consequence, she did not properly consider that matter.”
The application judge did not say he was in a conflict of interest. The judge determined that there were no divided loyalties impacting the lawyer’s ability to draft the will and that to accept a conflict of interest would mean Naqvi’s notes were inaccurate, constructed after the fact or influenced by Chandra/Ashgar in the discharge of his duties to the testator.
Once the Court of Appeal declared him in a conflict of interest, they overturned and found the exact determination rejected by Justice Gilmore.
A lawyer can act in a conflict of interest with express or implied consent. The consent provision states:
3.4-2 A lawyer must not represent a client in a matter when there is a conflict of interest unless there is express or implied consent from all affected clients and the lawyer reasonably believes that he or she is able to represent the client without having a material adverse effect upon the representation of or loyalty to the client or another client.
(a) Express consent must be fully informed and voluntary after disclosure.
Implied consent does not apply here, so express consent appears to be the only option.
What does the Code say about referrals?
It discusses parameters on referral fees, which are permitted, and it doesn’t say this puts a lawyer ina conflict of interest.
This “Division of Fees and Referral Fees” is found in sections 3.6-5 to 3.6-7. The commentary allows promotional activities, entering into a lease under which a landlord directly or indirectly shares in the fees or revenues generated by the law practice (not applicable in the Anroop v. Naqvi case), and even “occasionally entertaining potential referral sources by purchasing meals providing tickets to, or attending at, sporting or other activities or sponsoring client functions.”
Referrals are mentioned as permissible for lawyers to participate in lawyer referral services (Rule 4.1-1).
Rule 4.1-1 [4] addresses declining a retainer and actually says a lawyer should assist that client to find another lawyer and make a referral without charge (unless there is a referral fee):
Based on the Code, acting on referrals and making referrals is permitted and there is consideration for the referrals that charge a referral fee. It does not say receiving a referral fee puts the lawyer in a conflict of interest by conferring a financial benefit (even though in this case there was no referral fee).
In fact, lawyers are permitted to have a relationship with potential referral sources, and the Code acknowledges the ability to “wine and dine” referrals.
Example of express consent
A draft express consent, even when no referral fee is being charged, could be as follows:
To [Potential Client]:
You have been referred to me by [Name of Person] who is my [landlord/colleague] and who has referred me other work for unrelated matters who is your [state relationship of client to referral source].
Even though there was no referral fee paid to me for this referral, you acknowledge that these general referrals may have conferred upon me a financial benefit.
I acknowledge this conflict of interest and regardless, expressly consent and permit for you torepresent me.
[Signed by client]
It may not be practicable to go back to your will bank and seek this to be signed if you did a will for the relative of a referral.
However, moving forward, it would be paramount to implement this new practice, to ensure you will not be declared to be in an undisclosed conflict of interest.
What do you think?
- Does being referred work by a person mean you owe that person?
- Was there a “financial benefit” when the will had nothing to do with the lawyer (who didn’tcharge for the will)?
- Would it have been different if the lawyer charged for his services and did a reporting letter?
This is the first of a two-part series. Part two will address: How to attack a will if the testator iscapable. The new broad powers of a “suspicious circumstance.”