NATURE OF THE APPEAL: The City of Toronto (the City) received a request under the Municipal Freedom of Information and Privacy Act (the Act ) from a City Councillor for information concerning the cutting down of city trees at an identified location. In its decision letter, the City described the request as having the following three parts: e-mail correspondence and meeting notes related to the unauthorized cutting down of trees at the identified site and involving any of: [three named City employees]. e-mail correspondence and meeting notes by any of the following individuals pertaining to the negotiation by the requester of a donation from [a named developer] for the cutting down of trees at the [identified] site: [seven named City employees]. a listing of all instances in which City trees were cut down without authorization for the years 2001 and 2002, and information on whether charges were laid by the City and whether the City legal staff made any efforts to collect money over and above the value of trees as determined by City forestry staff, and if so, the extent to which such efforts were successful. The City identified 244 pages of records responsive to parts 1 and 2 of the request. It provided access to a number of pages, in whole or in part, and denied access to the rest on the basis of section 12 of the Act (solicitor-client privilege). The City also advised that one of the employees identified in part 2 of the request does not have any responsive records. The requester (now the appellant) appealed the City’s decision. He accepts that the one employee has no responsive records, but challenges the City’s position that the undisclosed records qualify for exemption under section 12. Mediation was not successful and the file was transferred to the adjudication stage. I initiated my inquiry by sending a Notice of Inquiry to the City setting out the facts and issues and seeking representations. The City responded, and I then provided the appellant with a copy of the Notice and the non-confidential portions of the City’s representations. The appellant also submitted representations, which were in turn then shared with the City. The City provided additional representations in reply. By the time this appeal reached the inquiry stage, the City had still not responded to part 3 of the request, maintaining that it was awaiting records from the Forestry Division. I ordered the City to issue a response to part 3, which it did. After consulting with the appellant, I decided to proceed with this inquiry on parts 1 and 2 only. The appellant has appealed the City’s decision on part 3, and that appeal is being handled separately. RECORDS: The records that remain at issue for parts 1 and 2 of the request are described in an index prepared by the City and provided to the appellant. They consist of e-mail messages, memoranda, letters, legal opinions, a draft report and handwritten notes of a meeting. DISCUSSION: SOLICITOR-CLIENT PRIVILEGE General Section 12 of the Act reads: A head may refuse to disclose a record that is subject to solicitor-client privilege or that was prepared by or for counsel employed or retained by an institution for use in giving legal advice or in contemplation of or for use in litigation. Section 12 encompasses two heads of privilege, as derived from the common law: (i) solicitor-client communication privilege; and (ii) litigation privilege. Solicitor-Client Communication Privilege Solicitor-client communication privilege protects direct communications of a confidential nature between a solicitor and client, or their agents or employees, made for the purpose of obtaining or giving professional legal advice [ Descôteaux v. Mierzwinski (1982), 141 D.L.R. (3d) 590 (S.C.C.)]. The rationale for this privilege is to ensure that a client may confide in his or her lawyer on a legal matter without reservation [Order P-1551]. The privilege applied to “a continuum of communications” between a so solicitor and client: Where information is passed by the solicitor or client to the other as part of the continuum aimed at keeping both informed so that advice may be sought and given as required, privilege will attach [ Balabel v. Air India , [1988] 2 W.L.R. 1036 at 1046 (Eng. C.A.)]. The privilege may also apply to the legal advisor’s working papers directly related to seeking, formulating or giving legal advice [ Susan Hosiery Ltd. v. Minister of National Revenue , [1969] 2 Ex. C.R. 27]. Confidentiality is an essential component of the privilege. Therefore, the institution must demonstrate that the communication was made in confidence, either expressly or by implication [ General Accident Assurance Co. v. Chrusz (1999), 45 O.R. (3d) 321 (C.A.)]. Representations In its initial representations, the City submits: ... that all of the records at issue are contained in the files of its solicitors. They are either communications, made expressly or implicitly in confidence, between the Legal Department and other City staff related to the provision of legal advice or they are the working papers of the solicitors directly related to the seeking, formulating or giving of legal advice. The legal advice relates to the issues surrounding the inappropriate tree removal, including for example, litigation/compensation, the appellant’s separate negotiations, and/or the appellant’s right of access by virtue of his position to confidential and privileged information relating to the tree removal. The City goes on to describe the specific records subject to the section 12 exemption claim, where they were located (primarily in various files in the City’s Legal Department), and how their content and the context in which they were created bring them within the scope of solicitor- client communication privilege. The appellant “[does] not believe that the records in question were kept either for the purpose of providing legal advice or in contemplation of their use in litigation. No legal advice was sought by the client on issues related to this material, nor was any legal advice given”. Specifically with respect to the solicitor-client communication privilege component of section 12, the appellant submits: With regard to the solicitor-client privilege issue, the situation here is somewhat unusual in that I am a member of the group (City Council) which is the client. While I agree that the rights of the Council to information do not necessarily extend to individual councillors in all instances, this is the first time in 22 years as an elected official that I have been denied access to information. This began as a very simple request for access to a file related to the cutting down of four city-owned trees. In any case, regardless of my status as a city councillor, a private citizen should be entitled to access to these records which could not at this point be withheld for any legitimate reason related to solicitor- client privilege. In reply, the City states that it considered all relevant factors in reaching its decision to apply the section 12 exemption to the various records, including whether the appellant was entitled to the information contained in the records by virtue of his position as City Councillor. In the Ci