proximity between the Auditor and the Class in relation to the Form
( ii) Reasonable foreseeability
 Given my conclusion in relation to proximity, it is not
necessary to consider whether any harm suffered was reasonably
foreseeable. As Livent confirms, at para. 23, both reasonable foreseeability and proximity are required to establish a prima facie duty of
care. In the absence of proximity, there is no prima facie duty of care.
(b) Stage two: Do any residual policy concerns negate the
duty of care?
 In the light of my conclusion on stage one of the
Anns/Cooper analysis, it is not necessary to consider the second
stage of the Anns/Cooper analysis: Livent, at para. 57.
 As I have outlined above, I am of the view that the Class’s
claim fails due to a lack of proximity. I would not recognize a duty
of care owed by the Auditor to the Class in these circumstances
for these purposes. The motion judge erred in granting summary
judgment in favour of the Class.
 For these reasons, I would allow the appeal, set aside the
judgment below, and grant summary judgment to the Auditor,
dismissing the Class’s claim for negligence.
 As to costs, failing agreement as to costs, I would ask the
parties and the Law Foundation of Ontario to make submissions
as to the costs before the motion judge and before this court,
taking into account and providing any requisite notice pursuant
to the provisions of the Rules of Civil Procedure, R.R.O. 1990,
Reg. 194, the Class Proceedings Act, 1992, S.O. 1992, c. 6 or any
other relevant legislation.