Duhaime's Law Dictionary

Certificate of Independent Legal Advice Definition:

A document that attests that a person has received legal advice on a proposed contract, from a lawyer not associated with the other contracting party.

A document that attests that a person has received legal advice on a proposed contract, from an independent lawyer not associated with the other contracting party.

Lawyers often refer to these documents by their acronym: CILA as in "have your client sign a CILA".

The point of these consultations and certificates is to prevent a person from later claiming that he or she didn't realize the consequences of, or even know what they were signing.

CILAs are defensive in nature but very useful in situations where an allegation might later be made of an imbalance between the contracting parties, such as a bank and a borrower. For example, in a commercial context, guarantees or, in family law situations, cohabitation, marriage or separation agreements.

The purview of lawyers, these are usually long-winded documents chock full of legalese, sometimes so complex that they themselves might require a CILA!

For example, and this is a "mild legalese" version:


TO: (insert name)

I certify that I was consulted by John Doe of Timbuktu as to the effect of him signing (iinsert proposed contract name here) as attached, and in favour of Duhaime.Org.

I explained to Mr. Doe the nature of, and advised him fully as to his liability which he will incur by signing the Duhaime.Org contract, and that it may be enforced. Mr. Doe tells me so and I am satisfied that he now understands the nature and effect of executing the Duhaime.Org contract and that, in so doing, he is acting freely and voluntarily and not under any undue influence exercised by Duhaime.Org or any other person.

I have given this advice to Mr. Doe as his lawyer and in his interests only and without regard to or consideration for the interests of Duhaime.Org. I am not acting on behalf of any other persons in connection with this matter.

Dated and signature of Lawyer

I hereby acknowledge that all of the statements made in this certificate are true and that the Lawyer named above, in advising me, was consulted by me as my personal lawyer and in my interest only.

Dated and signature of person receiving the legal advice

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