How are conflicts imputed when a Missouri firm's of-counsel lawyer provides case-by-case pro bono work at a nonprofit?

Plain-English summary

The firm's conflicts are not imputed to other nonprofit lawyers when the of-counsel lawyer serves only as a case-by-case contract lawyer, lacks access to other nonprofit files, avoids discussion of other matters, and protects firm confidences.

The of-counsel relationship still imputes the lawyer's conflicts to the firm. The nonprofit's firmwide conflicts do not reach the firm, but conflicts from the lawyer's own nonprofit cases do.

If the lawyer gains general access to nonprofit client information, the firm and nonprofit share all conflicts as one firm. Both must then disclose the dual association wherever they hold themselves out publicly.

In practice

Under this opinion, information access and association structure determine the imputation boundary. Restricted case-by-case work narrows it; general access removes it.

Common questions

Q: What qualifies as the limited contract arrangement?

A: Case-by-case representation with access only to files the lawyer handles and no discussion of other nonprofit matters.

Q: Which conflicts reach the firm?

A: The lawyer's firm conflicts and conflicts from the lawyer's own nonprofit representations.

Q: What happens with general nonprofit file access?

A: Both organizations share all conflicts and disclose the dual association publicly.

Background and rules framework

Rule 4-1.10 governs association and imputation; Rule 4-7.1 governs public disclosure when the two organizations function as associated firms.

Citations and references

Rules of Professional Conduct:

• Missouri Rules 4-1.10 and 4-7.1

Other opinions cited:

• Missouri Informal Opinions 20030020 and 980143

See also

• Missouri Informal Op. 2020-20: Of-Counsel Conflict Imputation
• Washington Advisory Op. 1217: Pro Bono Volunteers and Imputation

Source

• Landing page: Missouri Informal Opinion 2019-07

Original opinion text

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

Question: Attorney has an Of Counsel relationship with Law Firm. Attorney also plans to provide pro bono representation at a nonprofit entity serving low income clients. Attorney will have access at the nonprofit entity only to the client files of those clients Attorney represents. To what extent will Attorney’s conflicts of interest be imputed to the other attorneys in Law Firm and to the other attorneys associated with the nonprofit entity?

Answer: Attorney’s conflicts of interest from Law Firm will not be imputed to the other lawyers at the nonprofit entity if Attorney’s association at the entity is as a contract lawyer only. To work as a contract lawyer, Attorney’s representation of clients must be on a case-by-case basis, and Attorney must not have access to confidential information, electronically stored or otherwise, of clients Attorney does not represent at the nonprofit entity. See Informal Opinion 20030020. Attorney must avoid any communication with other lawyers at the nonprofit entity about other representations at the entity, and Attorney must protect the confidentiality of all information related to Law Firm representations. Because Attorney is associated Of Counsel with Law Firm, Attorney’s conflicts of interest will be imputed to all lawyers at Law Firm. Rule 4–1.10. Provided Attorney works at the nonprofit entity exclusively as a contract lawyer, as described above, the firm-wide conflicts of the nonprofit entity will not be imputed to the other lawyers at Law Firm. Only the conflicts arising from Attorney’s representations at the nonprofit entity will be imputed to the other lawyers at Law Firm. If Attorney were to become associated with the nonprofit entity in a capacity that allows Attorney access to client files or information generally, both Law Firm and the nonprofit entity would share all conflicts of interest as if they are a single firm, and both Law Firm and the nonprofit entity would be required to disclose Attorney’s dual association in all materials in which they hold themselves out to the public. Rules 4–1.10 and 4–7.1. See Informal Opinion 980143.