An auditor's duty to warn of insolvency or lack of profits ceases upon completion of the audit retainer, and the limitation period for breach of that duty runs from the date of the audit report (contract) or the date of the first payment made without warning (tort). A professional retainer to advise on a specific issue does not carry an implied obligation to advise on all matters of possible relevance to the subject matter. The tortious duty of care owed by an auditor is co-extensive with, and no broader than, the contractual duty arising from the retainer. Dishonesty, not mere carelessness, is required for accessorial liability for knowing assistance in breach of fiduciary duty.
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