Can a lawyer hand over detailed billing statements to a third party that agreed to indemnify the client's fees under a non-insurance contract, without the client's consent?
LACBA Ethics Opinion 456: Disclosing Attorney Bills to an Indemnitor
Short answer: The committee concluded that, without the client's informed consent, a lawyer may not voluntarily disclose to a third party who agreed to indemnify the client under a non-insurance contract the information in the lawyer's bills about the specific work performed, the time spent, and the fees and costs incurred.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the Los Angeles County Bar Association's view 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. We do not reproduce the opinion text on this page; follow the linked source for the official text, which controls.
Plain-English summary
The client had been indemnified by a third party under a written, non-insurance contract. The client demanded reimbursement of attorney fees, and the indemnitor in turn demanded copies of the attorney's bills, which contained detailed descriptions of work, time spent, and fees and costs. The attorney asked whether the bills were confidential, whether the attorney must produce them, and whether portions could be redacted.
The committee identified Business and Professions Code section 6068(e)'s duty to preserve client confidences and secrets, owed to present and former clients, which (absent compulsion by law) bars disclosure without the client's informed consent. It identified that section 6068(e) is broader than the attorney-client privilege and adopted the DR 4-101(A) definitions of "confidence" and "secret" used in its prior opinions. Relying on its Opinion 374, the committee identified that detailed time records describing services performed are likely to contain confidential information, and that specific work descriptions, time charges, and amounts of fees and expenses are types of information commonly found in bills that relate to the representation and may be embarrassing or detrimental to the client.
The committee identified that not all billing information is confidential: information about the client's name, address, and the general nature of the matter and fee arrangement usually does not fall within section 6068(e) (citing Willis v. Superior Court), unless disclosure would expose the client to liability (Hays v. Wood) or necessarily reveal other confidential information (Russo, Johnson, Russo & Ebersold v. Superior Court). It concluded that the lawyer must not disclose bill information within section 6068(e) without the client's informed consent; for that consent to be informed, the lawyer should fully advise the client of the nature of the information, the purpose of disclosure, and the benefits and detriments. If the client consents only to partial disclosure, the lawyer may redact or rewrite to protect what the client keeps confidential. The committee identified that the indemnity calling for reimbursement of reasonable fees has no bearing on the confidentiality of the bills, and that whether to reveal the information is the client's choice, not the lawyer's.
Currency note
This opinion was issued in 1989, before California's November 1, 2018 adoption of the renumbered Rules of Professional Conduct. It interprets Business and Professions Code section 6068(e) (duty to preserve client secrets), which corresponds to current Rule 1.6, and Evidence Code section 952. 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 mentioned here.
Common questions
Q: Can a lawyer give detailed bills to an indemnitor without the client's consent?
A: Per the opinion, no. The committee concluded that detailed work descriptions, time, and fees in the bills can be client secrets under section 6068(e) and may not be disclosed without the client's informed consent.
Q: Is any billing information disclosable without consent?
A: Per the opinion, information identifying the client and describing the general nature of the work and fee arrangement usually is not within section 6068(e), unless disclosure would expose the client to liability or reveal other confidences.
Q: Does the indemnity contract's reference to "reasonable fees" change the duty?
A: Per the opinion, no. The committee identified that the contract's reimbursement terms have no bearing on the confidentiality of the bills or the attorney's duty to maintain it.
Background and rules framework
The opinion interprets Business and Professions Code section 6068(e) (duty to preserve client confidences and secrets), which corresponds to ABA Model Rule 1.6, and Evidence Code section 952 (confidential communication). It relies on the DR 4-101(A) definitions and the committee's Opinions 374 and 409.
Citations and references
Statutes:
- California Business and Professions Code section 6068(e)
- California Evidence Code section 952
Cases:
- Commercial Standard Title Co. v. Superior Court, 92 Cal.App.3d 934 (1979)
- Goldstein v. Lees, 46 Cal.App.3d 614 (1975)
- Hays v. Wood, 25 Cal.3d 772 (1979)
- Willis v. Superior Court, 112 Cal.App.3d 277 (1980)
- Russo, Johnson, Russo & Ebersold v. Superior Court, 191 Cal.App.3d 1514 (1987)
Other opinions cited:
- LACBA Formal Opinions 267, 305, 374, 386, 389, 409, 417, 436
See also
- LACBA Ethics Op. 512: Confidentiality of the Fact and Amount of a Settlement
- LACBA Ethics Op. 452: Former Counsel Collecting a Fee in a Client's Bankruptcy
- LACBA Ethics Op. 529: Social Media, Confidentiality, Pretexting, and Work Product
Source
- Landing page: https://lacba.org/?pg=ethics-opinions
- Original PDF: https://lacba.org/docDownload/2010995