The majority first considered proximity. As the courts had
not previously established a proximate relationship between an
auditor and its client for the purposes of soliciting investment, it
was necessary to conduct a full proximity analysis. Here, the
majority held that Deloitte’s provision of a comfort letter and
ongoing assistance in relation to a press release were undertaken
for the purpose of helping Livent to solicit investment and that
Livent was therefore entitled to rely upon Deloitte to carry out
these services with reasonable care.
 However, the court held that Livent’s losses were not
a reasonably foreseeable consequence of Deloitte’s assistance in
the solicitation of investment. In drafting the comfort letter and
helping with the press release, Deloitte undertook only to assist
Livent with soliciting investment; it did not undertake to assist
Livent’s shareholders in overseeing management. Accordingly,
Deloitte could not be held liable for failing to take reasonable care
to assist such oversight. Livent had no right to rely on Deloitte’s
representations for that purpose, and its reliance was neither
reasonable nor reasonably foreseeable.
 Having concluded that no prima facie duty of care arose,
the court did not go on to consider residual policy considerations
with regard to the press release and comfort letter that were
prepared for Livent’s solicitation of investment.
(2) The parties’ submissions on the duty of care and Livent’s
impact on this appeal
 The parties filed supplementary factums addressing the
application of Livent to the appeal. Both parties agree that the
analysis from Livent is highly relevant to the outcome of this
appeal and that the key theme from the Supreme Court’s decision
is the necessity of ascertaining the scope of an auditor’s undertaking when conducting a duty of care analysis. They agree that the
Auditor’s undertaking here is central to determining whether
proximity and reasonable foreseeability are established. They
disagree, however, on the proper characterization of that undertaking in the circumstances.
(a) The Auditor’s position
 The Auditor argues the motion judge’s decision is inconsistent with the principles articulated in Livent. This is based on
two “refinements” to the Anns/Cooper analysis from Livent: ( i)
the clear distinction drawn between foreseeability and proximity;
and ( ii) a greater emphasis placed on a more demanding first
stage of the Anns/Cooper test.