Livent, through its receiver, sued Deloitte for damages in
negligence and breach of contract. The trial judge concluded that
Deloitte owed Livent a duty of care and fell below the standard of
care on two occasions: ( i) its provision of the comfort letter and
approval of the press release containing misrepresentations in
order to help Livent solicit further investment; and ( ii) its completion of Livent’s 1997 statutory audit.
 This court dismissed the appeal. Deloitte appealed to the
Supreme Court. The principal issue before the Supreme Court
was the nature and scope of the duty of care owed by Deloitte
with respect to those two separate negligent acts. The appeal was
allowed, in part.
 Applying the Anns/Cooper framework, Gascon and Brown
JJ., for the majority, concluded that Deloitte owed Livent a duty
of care in relation to its 1997 statutory audit, but not in relation
to its representations concerning the solicitation of investment.
Livent asserted that it detrimentally relied on Deloitte in each of
these events, which impaired its ability to oversee its operations.
The court, however, drew a distinction between the two events.
Because the comfort letter and press release were prepared in
order to solicit investment and not to assist shareholders with
management oversight, Livent could not reasonably rely on those
documents to oversee management. By contrast, the majority
concluded that Deloitte owed a duty of care to Livent in relation
to the statutory audit because the audit was prepared for the
precise purpose of scrutinizing management conduct.
 In reaching these conclusions, the Supreme Court refined
and applied the two stages of the Anns/Cooper analysis. At the
first stage, the court asks whether the facts establish a prima
facie duty of care. The court then proceeds to the second stage,
where it asks whether residual policy considerations justify denying liability in tort. I consider these two stages below.
(a) Stage one: Prima facie duty of care
 Most relevant for this appeal, the majority of the Supreme
Court in [Deloitte & Touche v.] Livent [Inc. (Receiver of)], 
2 S.C.R. 855,  S.C.J. No. 63, at para. 20, reaffirmed that there
is a prima facie duty of care where there exists a “sufficiently close
relationship between the plaintiff and the defendant”. This stage of
the analysis involves establishing both reasonable foreseeability and
proximity. The majority stressed that these elements are
conceptually distinct and must be considered separately.
 The majority in Livent reiterated the statement from
Cooper that “foreseeability alone” is not enough to establish
a prima facie duty of care; the first stage of the Anns/Cooper