Can a California lawyer advise a client to buy insurance, refer the client to a specific insurance agent, and accept a commission from that agent for the referral?

Currency note

This opinion was issued in 1995, before the State Bar of California's adoption of the November 1, 2018 revisions to the Rules of Professional Conduct. The opinion interprets former Rules 3-110, 3-300, 3-310, and 3-500, together with Business and Professions Code section 6068(m). The substance is now distributed across current Rules 1.4, 1.7, and 1.8.1, but the opinion's analysis is rooted in the former framework. Subsequent rule amendments and later opinions may have changed parts of the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule reference.

Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the State Bar of California's rules of professional conduct and are persuasive authority. This summary is for research purposes only and is not legal advice. Verify current rules before acting on any specific guidance.

About this page: The plain-English summary and Q&A below were written by Ezel based on the official opinion. The opinion text is reproduced at the bottom; the official source (linked) controls.

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Plain-English summary

The opinion analyzed an estate-planning lawyer who recommends that clients purchase life insurance to cover estate taxes, refers clients to specific insurance agents, and receives a rebate or commission from one of those agents on policies sold to referred clients. The committee mapped the arrangement onto former Rules 3-310(B)(4), 3-300, and 3-110.

On former Rule 3-310(B)(4), the committee opined that the lawyer's compensation from the insurance agent is a legal, business, financial, or professional interest in the subject matter of the representation that triggers the rule's written disclosure requirement (citing Santa Clara County Counsel Attys. Assn. v. Woodside (1994) 7 Cal.4th 525 on the rule's prophylactic purpose). The lawyer's acquisition of a personal financial stake is also a "significant development" requiring disclosure under former Rule 3-500 and Business and Professions Code section 6068(m). The committee opined that the required disclosure must detail in writing the factual circumstances (including how and how much the lawyer will be compensated; whether comparable or better insurance is available from other agents without a compensation arrangement; relative cost; whether the client could otherwise receive a rebate of the commission) and all reasonably foreseeable adverse consequences (including that the compensation arrangement will or may interfere with the lawyer's independent judgment, may cause the lawyer to recommend insurance where not appropriate, may result in a less favorable deal, and may reduce the quality of agent service due to the rebate). The committee opined that the disclosure should be made as early in the representation as possible.

On former Rule 3-110, the committee opined that no amount of disclosure can cure a competence problem: where the lawyer cannot objectively evaluate the client's needs or alternatives because of the financial interest, the lawyer may not ethically represent the client (LACBA Formal Opinion 471).

On former Rule 3-300, the committee opined that the arrangement is a business transaction with a client (and arguably an acquisition of a pecuniary interest adverse to the client), bringing the rule's "rigorous protocol" into play (Woodside, 7 Cal.4th at p. 545). The committee cited Beery v. State Bar, Silver v. State Bar, Ames v. State Bar, Rose v. State Bar, Rodgers v. State Bar, and Kapelus v. State Bar for the proposition that Rule 3-300 reaches arrangements where the lawyer obtains a financial benefit from a third party as a result of referrals or transactions induced by the lawyer. The fact that compensation is paid by the agent rather than the client does not avoid the rule (Rose; Rodgers).

Rule 3-300 requires five things: (1) the transaction must be fair and reasonable to the client; (2) the transaction and terms must be fully disclosed in writing in a manner reasonably understandable by the client; (3) the client must be advised in writing that the client may consult independent counsel; (4) the client must be given a reasonable opportunity to seek that advice (the committee cited Ritter v. State Bar (1985) 40 Cal.3d 595 for the proposition that signing within minutes is not a reasonable opportunity); and (5) the client must consent in writing. The committee cited Connor v. State Bar (1990) 50 Cal.3d 1047 for the proposition that the independent counsel must be truly independent (not a member, associate, or partner of the lawyer's firm). The lawyer bears the heavy burden of demonstrating fairness (Rodgers, 48 Cal.3d at p. 314; Hunniecutt v. State Bar). The committee opined that a minimum element of reasonableness is that the client does not pay a higher insurance premium than could be obtained from other agents because of the lawyer's commission. The disclosure must explicitly emphasize the lawyer's profit (Rose, 49 Cal.3d at p. 663).

On civil liability, the committee opined that compliance with the Rules does not insulate the lawyer from civil liability for breach of fiduciary duty or negligence if the client is harmed by the self-interested arrangement (former Rule 1-100(A); Clancy v. State Bar (1969) 71 Cal.2d 140; David Welch Co. v. Erskine & Tulley; Linnick v. State Bar (1964) 62 Cal.2d 17; LACBA Formal Opinion No. 443).

Common questions

Q: Can a California lawyer accept a commission from an insurance agent for referring a client?

A: Per the opinion, yes, but only after satisfying both former Rule 3-310(B)(4)'s written-disclosure requirement and former Rule 3-300's full protocol (fair terms, written disclosure, written advice to consult independent counsel, reasonable opportunity to do so, and written client consent), and only if the lawyer can competently advise the client under former Rule 3-110 despite the financial interest.

Q: What if the commission is paid by the agent, not the client?

A: Per the opinion, no difference. The committee opined that Rule 3-300 applies regardless of whether the commission is paid by the client or by the third-party agent, citing Rose v. State Bar and Rodgers v. State Bar.

Q: Is it enough to tell the client to "get a second opinion"?

A: Per the opinion, no. The client must be advised to consult truly independent counsel. The committee cited Connor v. State Bar for the rule that a member, associate, or partner of the same firm cannot serve as the required independent counsel, and Ritter v. State Bar for the rule that signing within minutes does not provide a reasonable opportunity to obtain independent advice.

Q: What must the disclosure actually say?

A: Per the opinion, the disclosure must detail the factual circumstances of the arrangement (including how and how much the lawyer will be compensated, whether better or cheaper insurance is available elsewhere, and whether the client could otherwise receive a rebate of the commission) and the reasonably foreseeable adverse consequences (including potential interference with the lawyer's judgment, the risk that the recommended insurance is not the best fit, and potential reductions in agent service quality due to the rebate).

Q: When must the disclosure be made?

A: Per the opinion, as early in the representation as possible, so the client has adequate time to consider it before deciding whether to retain the lawyer or continue the representation. Where the lawyer is aware of the rebate possibility and the scope of services at the outset, disclosure should be made at that time.

Q: Does compliance with the rules immunize the lawyer from civil liability?

A: Per the opinion, no. Former Rule 1-100(A) provides that the rules' prohibitions are not exclusive; a lawyer who complies with Rule 3-310(B)(4) and Rule 3-300 may still be civilly liable for breach of fiduciary duty or negligence if the client is harmed by the self-interested arrangement.

Background and rules framework

The opinion interprets former California Rules 3-110 (competence), 3-300 (business transactions with clients), 3-310 (avoiding the representation of adverse interests; particularly 3-310(B)(4)), and 3-500 (client communication), together with Business and Professions Code section 6068(m). The opinion treats the referral arrangement as both a business transaction with a client and, arguably, an acquisition of a pecuniary interest adverse to a client. The substance of former Rule 3-300 is now Rule 1.8.1 of the current California Rules of Professional Conduct; former Rule 3-310 corresponds to Rule 1.7 and Rule 1.8 series; former Rule 3-500 corresponds to Rule 1.4; former Rule 3-110 corresponds to Rule 1.1.

Citations and references

Rules of Professional Conduct (former, in effect at time of opinion):

• Former California Rule 1-100, particularly 1-100(A) and Discussion
• Former California Rule 3-110
• Former California Rule 3-300, particularly 3-300(A), (B), (C), and Discussion
• Former California Rule 3-310, particularly 3-310(A)(1) and 3-310(B)(4)
• Former California Rule 3-500
• Former California Rule 2-200, including 2-200(A)(2) (by comparison)

Statutes:

• California Business and Professions Code section 6068(m)

Cases:

• Santa Clara County Counsel Attys. Assn. v. Woodside (1994) 7 Cal.4th 525, purpose of Rule 3-310(B)(4)
• Beery v. State Bar (1987) 43 Cal.3d 802, former rule 5-101 violation in lawyer-induced investment
• Silver v. State Bar (1974) 13 Cal.3d 134, interest in subject matter via writ of execution
• Ames v. State Bar (1973) 8 Cal.3d 910, interest in subject matter via competing trust deeds
• Rose v. State Bar (1989) 49 Cal.3d 646, third-party payment to referring lawyer
• Rodgers v. State Bar (1989) 48 Cal.3d 300, lawyer-induced loans and rule 5-101
• Kapelus v. State Bar (1987) 44 Cal.3d 179, adverse interest via partnership
• Hunniecutt v. State Bar (1988) 44 Cal.3d 362, attorney's heavy burden
• Arden v. State Bar (1987) 43 Cal.3d 713, self-interested use of client information
• David Welch Co. v. Erskine & Tulley (1988) 203 Cal.App.3d 884, fiduciary duty
• Clancy v. State Bar (1969) 71 Cal.2d 140, fiduciary character of attorney-client relationship
• Ritter v. State Bar (1985) 40 Cal.3d 595, advice to seek independent counsel; reasonable opportunity
• Connor v. State Bar (1990) 50 Cal.3d 1047, true independence of counsel
• Linnick v. State Bar (1964) 62 Cal.2d 17, risk lawyer refers to compensating party, not best one
• In the Matter of Lane (Rev. Dept. 1994) 2 Cal. State Bar Ct. Rptr. 735
• In the Matter of Hagen (Rev. Dept. 1992) 2 Cal. State Bar Ct. Rptr. 153
• Mirabito v. Liccardo (1992) 4 Cal.App.4th 41

Other opinions cited:

• California State Bar Formal Opinion 1989-116
• Los Angeles County Bar Association Formal Opinion No. 443: referral compensation for medical services
• Los Angeles County Bar Association Formal Opinion No. 471

See also

• CA COPRAC Op. 1995-141: Lawyer Provision of Non-Legal Services
• CA COPRAC Op. 1997-148: Lawyer Cooperation with Non-Lawyer Living-Trust Marketers
• CA COPRAC Op. 2002-159: Attorney Referral to Broker for Loan-Funded Fees

Source

• Landing page: https://www.calbar.ca.gov/legal-professionals/ethics-compliance-practice-resources/ethics/ethics-opinions
• Original HTML: https://www.calbar.org/ethics/Opinions/1995-140.htm

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

THE STATE BAR OF CALIFORNIA

STANDING COMMITTEE ON

PROFESSIONAL RESPONSIBILITY AND CONDUCT

FORMAL OPINION NO. 1995-140

ISSUE:

Is it ethically permissible for a lawyer to advise a client to purchase insurance, refer client to an insurance agent from whom the recommended insurance may be purchased, and then accept compensation from the insurance agent to whom the client is referred?

DIGEST:

A lawyer ethically may advise the client to purchase the insurance and also accept compensation from the insurance agent for the referral if the lawyer: (1) makes full disclosure in writing under rule 3-310(B)(4) of the California Rules of Professional Conduct of all the relevant circumstances surrounding the referral arrangement and all actual and reasonably foreseeable consequences to the client from that arrangement; (2) complies with all of the requirements of rule 3-300 including obtaining the client's written consent to the arrangement; and (3) can competently advise the client under the circumstances.

AUTHORITIES INTERPRETED:

Rules 3-110, 3-300, 3-310, and 3-500 of the Rules of Professional Conduct of the State Bar of California.

Business and Professions Code section 6068, subdivision (m).

STATEMENT OF FACTS

An estate planning lawyer recommends that clients purchase life insurance to provide liquid funds to pay estate taxes at the time of death. The lawyer also refers clients to specific insurance agents from whom the recommended life insurance can be purchased. One of these insurance agents has promised to compensate the lawyer with a rebate or commission on any life insurance that the agent sells to any clients referred by the lawyer.

DISCUSSION

Written Disclosure Of The Referral Arrangement Must Be Made To The Client

Rule 3-310(B)(4) of the California Rules of Professional Conduct provides:

(B) A member shall not accept or continue representation of a client without providing written disclosure to the client where:

. . . .

(4) The member has or had a legal, business, financial, or professional interest in the subject matter of the representation.

The California Supreme Court has recently stated that "[t]he primary purpose of this prophylactic rule [rule 3-310(B)(4)] is to prevent situations in which an attorney might compromise his or her representation of the client in order to advance the attorney's own financial or personal interests." (Santa Clara County Counsel Attys. Assn. v. Woodside (1994) 7 Cal.4th 525, 546 [28 Cal.Rptr.2d 617].)

In the hypothetical presented, the lawyer advises clients on the issue of whether to purchase life insurance for estate planning purposes and from whom. As such, the scope of the lawyer's representation of a client includes the client's decision to purchase insurance or not and, if the client decides to purchase insurance, from whom the client should purchase the insurance. The lawyer has a business or financial interest in that representation because the lawyer stands to obtain compensation from the insurance agent if the client decides to purchase insurance from the insurance agent with whom the lawyer has made the referral arrangement. Rule 3-310(B)(4)'s written disclosure requirement is directly implicated because the lawyer in the hypothetical has an interest in the client's representation and may well compromise that representation "in order to advance the attorney's own financial or personal interests." (Rule 3-310 B)(4).)

The lawyer's acquisition of a personal financial stake in the client's representation is also a "significant development" relating to the lawyer's representation of the client. Therefore, rule 3-500 and Business and Professions Code section 6068, subdivision (m) require disclosure to the client of the arrangement.

The minimum disclosure in writing that must be provided to the client under rule 3-310(B)(4) is set out in rule 3-310(A)(1), which provides that "[d]isclosure means informing the client or former client of the relevant circumstances and of the actual and reasonably foreseeable adverse consequences to the client or former client." (Rule 3-310(A)(1).) Accordingly, the lawyer in the hypothetical must detail in writing for the client all of the factual circumstances underlying the referral arrangement including the fact that the lawyer will receive compensation from the insurance agent as a result of the client's purchase of insurance, exactly how the lawyer will be compensated, how much the lawyer will be compensated, whether comparable insurance or insurance that better meets the clients needs is available from other insurance agents with whom the lawyer has no compensation arrangement, the relative cost of such insurance and whether the client may receive a rebate of the insurance agent's commission through the purchase of the insurance in question or other insurance. Additionally, the lawyer must disclose in writing to the client all of the reasonably foreseeable adverse consequences from the referral arrangement including the fact that the lawyer's potential compensation from the referral arrangement will or at least may interfere with the lawyer's independent judgment on behalf of and advice to the client, that the lawyer's compensation arrangement may cause the lawyer to recommend the purchase of insurance where it might not be appropriate, that the client may not obtain as good a deal on the insurance to be purchased as might be possible without the lawyer acting as the insurance broker's referral agent and that the quality of service the client receives from the agent may be lessened due to the reduction in commission the agent receives as a result of the rebate to the lawyer. These are just some of the matters that would have to be disclosed.

No matter how much disclosure is made, a lawyer may not represent a client when the lawyer cannot competently represent the client's interests. (See rule 3-110 and L.A. Cty. Bar Assn. Formal Opn. No. 471.) The duty to competently represent and advise a client requires a lawyer to consider the client's interests without regard to the lawyer's financial interest in the representation. Where, as a result of the financial interest, the lawyer cannot objectively evaluate the client's needs or the alternatives available to meet the client's needs, the lawyer may not ethically represent the client in the matter.

The Requirements Of Rule 3-300 Including Client Consent Must Also Be Met

However, more than written disclosure of the referral arrangement under rule 3-310(B)(4) is required to make the arrangement permissible under the California Rules of Professional Conduct. This is because the arrangement also falls within the parameters of rule 3-300, which states:

A member shall not enter into a business transaction with a client; or knowingly acquire an ownership, possessory, security, or other pecuniary interest adverse to a client, unless each of the following requirements has been satisfied:

(A) The transaction or acquisition and its terms are fair and reasonable to the client and are fully disclosed and transmitted in writing to the client in a manner which should reasonably have been understood by the client; and

(B) The client is advised in writing that the client may seek the advice of an independent lawyer of the client's choice and is given a reasonable opportunity to seek that advice; and

(C) The client thereafter consents in writing to the terms of the transaction or the terms of the acquisition.

Courts interpreting rule 3-300 have made it clear that the rule applies to situations where a lawyer acquires a financial or business stake in the representation of a client or simply engages in a business transaction with a client. (See Beery v. State Bar (1987) 43 Cal.3d 802, 806 [239 Cal.Rptr. 121]; Silver v. State Bar (1974) 13 Cal.3d 134, 139 [117 Cal.Rptr 821]; Ames v. State Bar (1973) 8 Cal.3d 910, 919 [106 Cal.Rptr. 489].)

As noted above, the lawyer in the hypothetical posed has acquired a financial and business stake in the client's representation because the lawyer, directly as a consequence of the lawyer's advice to purchase insurance and from whom, will be paid a commission on any insurance bought by the client from the insurance agent who has made the referral arrangement with the lawyer. One of the purposes of rule 3-300 is " . . . to protect clients from their attorneys' self-interested use of financial information gained from confidences disclosed during the attorney-client relationship." (Arden v. State Bar (1987) 43 Cal.3d 713, 726 [239 Cal.Rptr. 68]; cf. David Welch Co. v. Erskine & Tulley (1988) 203 Cal.App.3d 884, 891-892 [250 Cal.Rptr. 339].) Here, the lawyer has learned of the client's life insurance needs directly as a consequence of the lawyer's confidential estate planning work for the client. The lawyer may not ethically use that information to refer the client to the insurance agent and obtain compensation for that referral without fulfilling rule 3-300's requirements.

In the committee's view, rule 3-300 applies to the referral arrangement described in the hypothetical regardless of the fact that the commission is paid to the lawyer by the insurance agent, and not directly by the client to the lawyer. In Rose v. State Bar (1989) 49 Cal.3d 646 [262 Cal.Rptr. 702], the California Supreme Court concluded that a lawyer should be disciplined for violating rule 5-101, the most recent predecessor to rule 3-300, as a result of a similar third-party payment to the lawyer. In Rose, a lawyer, on behalf of a third party, solicited his client's investment in a restaurant venture. The third-party had agreed that the referring lawyer would receive a 25% stock interest in the corporation which owned the restaurant venture for such an investment referral. The California Supreme Court held that "[t]he facts established by the record present a classic case for application of rule 5-101 . . . ." and that the lawyer had violated rule 5-101 by referring his client to the restaurant venture from which he was to receive compensation for the referral without complying with the disclosure, consent, and other requirements of rule 5-101.

Similarly, in Rodgers v. State Bar (1989) 48 Cal.3d 300 [256 Cal.Rptr. 381], the California Supreme Court held that a lawyer who had induced financial transactions between a client and a third party which resulted in financial benefits to the lawyer violated rule 5-101.

Finally, in Kapelus v. State Bar (1987) 44 Cal.3d 179 [242 Cal.Rptr. 196], the California Supreme Court held that former rule 4 was violated where the lawyer owned a partnership interest in an entity involved in several business transactions with the lawyer's client.

Rule 3-300 was intended to regulate both business transactions involving lawyers and their clients and the acquisition by lawyers of pecuniary interests adverse to their clients. (Santa Clara County Counsel Attys. Assn. v. Woodside, supra, 7 Cal.4th at p. 545.) The hypothetical presented may be viewed either as a "business transaction with a client" or as a lawyer's acquisition of a "pecuniary interest adverse to a client." Either way, the rigorous protocol of rule 3-300 must be followed, as described in the next section.

Rule 3-300's Protocol Including Written Consent From The Client

Rule 3-300 does not allow a lawyer to enter into a business transaction with a client or acquire an ownership, possessory, security, or other pecuniary interest adverse to a client " . . . without undergoing an extensive protocol for gaining the client's consent." (Santa Clara County Counsel Attys. Assn. v. Woodside, supra, 7 Cal.4th at p. 545.) Specifically, a lawyer must meet five prerequisites in order to enter into a business transaction with a client or to obtain a pecuniary interest adverse to a client. First, the transaction and its terms must be "fair and reasonable to the client." Second, the transaction and its terms must be "fully disclosed and transmitted in writing to the client in a manner which should reasonably have been understood by the client." Third, the client must be "advised in writing that the client may seek the advice of an independent lawyer of the client's choice." Fourth, the client must be "given a reasonable opportunity to seek that [independent] advice." Fifth, the client must thereafter consent "in writing to the terms of the transaction. . . ." (Rule 3-300.) Because of the danger to the lawyer-client fiduciary relationship when a lawyer has pecuniary dealings with a client, the requirements of rule 3-300 are strictly enforced. (See Rodgers v. State Bar, supra, 48 Cal.3d at p. 314; In the Matter of Lane (Review Dept. 1994) 2 Cal. State Bar Ct. Rptr. 735, 745.)

As an initial matter, it must be noted that the lawyer will bear the heavy burden of proof " . . . to show that the dealings between him and his client were fair and reasonable." (Rodgers v. State Bar, supra, 48 Cal.3d at p. 314 citing Hunniecutt v. State Bar (1988) 44 Cal.3d 362, 372-373 [243 Cal.Rptr. 699].) One prerequisite in the hypothetical posed for meeting the "reasonableness" prong would be that the client would not pay a higher insurance premium than could be obtained from other insurance agents as a result of compensation being paid to the lawyer for the referral to the insurance agent. Other factors may include: whether the purchase of the insurance is in the client's best interests; the availability of other insurance that meets the client's needs; whether the amount of compensation to the lawyer is reasonable under the circumstances; and whether the transaction interferes with the lawyer's competent representation of the client.

With respect to disclosure, as noted above in connection with the discussion of rule 3-310(B)(4)'s disclosure requirement, rule 3-300 requires that the lawyer disclose the transaction and its terms including how the lawyer will benefit from the transaction. Courts have carefully examined whether the lawyer has disclosed his or her actual or potential conflicts of interest in engaging in the transaction or acquisition at issue, including whether the lawyer emphasized to the client the fact that the lawyer is profiting by the client following the lawyer's advice and recommendations concerning the insurance issues. (See Rose v. State Bar, supra, 49 Cal.3d at p. 663.) The disclosures must be explicit; it is not enough to give the client an opportunity to discover, through documents or otherwise, all of the facts surrounding the transaction or acquisition at issue.

Beyond the fairness, reasonableness, and disclosure requirements, courts have also required strict compliance with the requirements of rule 3-300 and its immediate predecessor, former rule 5-101, that a client be advised to seek independent counsel and be given a reasonable opportunity to consult independent counsel. (See, e.g., Rose v. State Bar, supra, 49 Cal.3d at p. 663; Ritter v. State Bar (1985) 40 Cal.3d 595, 602 [221 Cal.Rptr. 134]; In the Matter of Hagen (Review Dept. 1992) 2 Cal. State Bar Ct. Rptr. 153, 165.) At a minimum, it would appear that a client cannot provide a valid consent under rule 3-300 immediately upon being presented by the lawyer with the required disclosures. (See Ritter v. State Bar, supra, 40 Cal.3d at p. 602.)

Lastly, it is simply not enough to advise the client to seek some "second opinion." Clients must be advised to seek truly independent counsel. (See Connor v. State Bar (1990) 50 Cal.3d 1047, 1059 [269 Cal.Rptr. 742].)

Possible Civil Liability

The committee notes that a lawyer will not be insulated from civil liability in connection with the referral arrangement merely because the lawyer has complied with the California Rules of Professional Conduct. Rule 1-100(A) of those rules specifically provides that "[t]he prohibition of certain conduct in these rules is not exclusive." The discussion to rule 1-100 further emphasizes that the rules " . . . are not intended to supersede existing law relating to members in non-disciplinary contexts." Accordingly, a lawyer who has complied with the written disclosure requirements of rule 3-310(B)(4) as well as the protocol set out in rule 3-300 may potentially still be held civilly liable, for example, for breach of fiduciary duty or negligence if the client is harmed by the lawyer's self-interested arrangement.

It is fundamental that "[t]he relationship between an attorney and client is a fiduciary relationship of the very highest character. All dealings between an attorney and his client that are beneficial to the attorney will be closely scrutinized with the utmost strictness for any unfairness." (Clancy v. State Bar (1969) 71 Cal.2d 140, 146 [77 Cal.Rptr. 657]; see also Ritter v. State Bar, supra, 40 Cal.3d at p. 602; David Welch Co. v. Erskine & Tulley, supra, 203 Cal.App.3d at p. 890.) In the hypothetical posed, the possibility at least exists that the lawyer who operates under the referral arrangement with the insurance agent will refer clients not to the best insurance agent but to the insurance agent with whom the lawyer has a compensation arrangement. (Cf. Linnick v. State Bar (1964) 62 Cal.2d 17, 21 [41 Cal.Rptr. 1]; L.A. Cty. Bar Assn. Formal Opn. No. 443.) In that instance, the lawyer risks civil liability for breach of fiduciary duty or even for legal malpractice.

This opinion is issued by the Standing Committee on Professional Responsibility and Conduct of the State Bar of California. It is advisory only. It is not binding upon the courts, the State Bar of California, its Board of Governors, any persons or tribunals charged with regulatory responsibilities, or any member of the State Bar.