In the light of these refinements, the Auditor argues the
motion judge conflated reasonable foreseeability and proximity and
failed to properly engage in the proximity analysis. The Auditor
argues that on the facts of this case, reliance is required to establish proximity. Absent reliance, the relationship between the Class
and the Auditor cannot meet this threshold.
 The Auditor submits that Livent emphasizes the importance
of properly ascertaining the scope of a defendant’s undertaking —
a defendant cannot be liable for an injury in relation to which it did
not take responsibility. Here, the Auditor undertook to audit Buckingham’s Form 9 Reports, which were to be confidentially
submitted by Buckingham to the OSC only. The scope of the Auditor’s
undertaking extended only to Buckingham or, at the furthest, to
the OSC. The Auditor did not undertake responsibility to assist the
Class in supervising the management of Buckingham, or in selecting or retaining a securities dealer. No representations were made
to the Class, there was no reliance by the Class and the Class could
not have had any expectations of the Auditors.
 On the reasonable foreseeability analysis, the Auditor
emphasizes Livent’s focus on the nature of the plaintiff’s reasonable reliance. In this case, there was no reliance — neither the
representative plaintiff nor any member of the Class saw the
Form 9 Reports or even knew of their existence. In any event, the
Class did not have the right to rely on the Auditor for something
outside the scope of the Auditor’s specific undertaking.
 On the second branch of the Anns/Cooper test, the Auditor
argues that indeterminate liability concerns in these circumstances
must negate any duty of care, despite the Supreme Court’s
observing in Livent that only in rare cases will liability be negated
solely because of residual policy considerations.
(b) The class’s position
 The Class agrees that Livent provides the applicable
framework for the proximity analysis in this case, subject to necessary modifications to account for a different method of causation since this is not a negligent misrepresentation case. It also
agrees that the proximity analysis from Livent focuses on the
nature of the defendant’s undertaking. However, the Class argues
that the Auditor mischaracterizes its undertaking in a manner
that is inconsistent with the record. It argues that the Auditor
undertook to protect the Class against the very harm that
occurred: specifically, the Class asserts that the Auditor undertook to provide accurate information as part of its Form 9 audits
so that the OSC would use that information to protect investors.