Can one lawyer represent buyers and sellers on both ends of a linked chain of real estate deals?

Plain-English summary

A lawyer was retained by Able, who was buying real estate from Baker. The same lawyer was later retained by Charlie, who was selling his real estate to Baker. The inquiry asked whether the lawyer could represent both Able and Charlie, whether he had to disclose the dual relationship, and whether informed consent was needed from one or both.

The committee framed this as a classic "domino" transaction, noting that with common contingencies (the buyer obtaining mortgage financing, or the buyer first selling his own property), Charlie will likely be able to sell to Baker only if Baker first closes his purchase from Able. The lawyer thus represents both ends of the chain, with the conflict-of-interest risk inherent in multiple representation. The committee found that both the 1980 Code (Rule 5-105(b) and (c)) and the 1990 Illinois Rules (Rule 1.7) permit multiple representation with disclosure and consent, but stressed that the 1990 Rules demand "full" disclosure, a stronger standard. Rule 1.7(c) requires that the disclosure explain the implications, advantages, and risks of common representation, and the Rules define "disclosure" as information sufficient for the client to appreciate the significance of the matter.

The committee construed Rule 1.7(c) to require ongoing disclosure of non-confidential facts about potential conflicts as they arise during the representation, not only at the outset; for example, an interruption in the timing of the first sale could ripple through to the detriment of the second client. It concluded that multiple representation in a domino transaction is permitted only with full disclosure to and consent by all parties, continuing throughout the dual representation, and that the lawyer must withdraw once he can no longer adequately represent either client.

Currency note

This opinion was issued in November 1990, under the 1980 Illinois Code of Professional Responsibility and the newly effective 1990 Illinois Rules of Professional Conduct, and before Illinois adopted the 2010 Rules of Professional Conduct. The ISBA Board of Governors affirmed the opinion in May 2010 as generally consistent with the 2010 Rule (Rule 1.7, with Comments [23] and [29-33]), while cautioning that the specific standards referenced may differ from the 2010 Rules. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule or requirement mentioned here.

Common questions

Q: Can one lawyer represent clients on both ends of a chain of linked real estate sales?

A: The opinion concluded yes, but only with full disclosure to and consent from all parties; the linked contingencies create a conflict that disclosure and consent must address.

Q: Is a one-time disclosure at the start of the representation enough?

A: Per the opinion, no; the committee read Rule 1.7(c) to require ongoing disclosure of non-confidential facts about conflicts as they arise during the representation, such as a timing interruption that ripples through the chain.

Q: What did the 1990 Rules add beyond the older Code on multiple representation?

A: The opinion concluded the 1990 Rules require "full" disclosure, a stronger standard than the 1980 Code, including an explanation of the implications, advantages, and risks of common representation under Rule 1.7(c).

Background and rules framework

The opinion applied former Illinois Code Rule 5-105(b) and (c) (declining or continuing multiple employment, with consent after full disclosure) and the 1990 Illinois Rules of Professional Conduct Rule 1.7(a), (b), and (c) (concurrent conflicts and the disclosure standard for common representation). These correspond to ABA Model Rule 1.7. The Board's 2010 affirmation maps the analysis to current Illinois Rule of Professional Conduct 1.7 with its Comments [23] and [29-33].

Citations and references

Rules of Professional Conduct:

• Illinois RPC 1.7(a), (b), (c) (1990 Rules, effective August 1, 1990, applied in the opinion)
• Illinois Code Rules 5-105(b), (c) (1980 Code, applied in the opinion)
• MR 1.7 (conflicts of interest)

See also

• ISBA Ethics Op. 88-05: Sitting on a Bank's Board While Representing Its Competitor
• ISBA Ethics Op. 90-02: Insisting a Client Name the Lawyer's Bank as Fiduciary

Source

• Landing page: https://www.isba.org/ethics/opinions/9003