Who is the client of a Missouri city attorney, and whose directions control the representation?

Plain-English summary

The city attorney usually worked with the mayor and also with the city board and its members. An individual board member asked the lawyer to act contrary to directions given by the mayor and the board as a whole, raising questions about the client's identity and whose instructions governed.

Rule 4-1.13(a) treats a governmental entity as an organizational client represented through duly authorized constituents. The opinion therefore identifies the city as the client. It does not decide who qualifies as the controlling constituent, because the existence of a lawyer-client relationship and the allocation of governmental authority turn on facts and substantive law outside the professional-conduct rules.

The lawyer must examine constitutional, statutory, common-law, and other substantive provisions defining the city attorney's role and the authorized constituent or constituents. That law may define the scope of the representation under Rule 4-1.2(a). Rule 4-1.13(d) also requires the lawyer to make clear that the city, not an employee, member, or constituent, is the client when the lawyer knows or reasonably should know that the city's interests are adverse to that person.

Rule 4-1.13(e) permits the lawyer to represent both the city and another person, such as a board member or employee, subject to Rule 4-1.7. The city must give informed consent confirmed in writing through an appropriate official other than the individual also represented. If the lawyer inadvertently formed another lawyer-client relationship producing an unwaivable conflict under Rules 4-1.11(d) and 4-1.7, Rule 4-1.16(a)(1) requires withdrawal.

In practice

Under this opinion, the city is the organizational client, but the professional-conduct rules do not themselves choose between the mayor, board, individual members, or another governmental actor as the authorized source of instructions. That determination comes from substantive law defining the city attorney's office and governmental authority.

Common questions

Q: Is the mayor or an individual board member automatically the city attorney's client?

A: No. The opinion identifies the city as the client and treats its officials and bodies as possible constituents through which the organization acts.

Q: How does the lawyer determine whose instructions control?

A: By reviewing substantive law defining the city attorney's role and the city's duly authorized constituent or constituents. The opinion says there may be more than one.

Q: What must the lawyer say when a city official appears to misunderstand the relationship?

A: Rule 4-1.13(d) requires clarity that the lawyer represents the city, not the employee, member, or constituent, when the city's interests are or may be adverse to that person.

Q: May the city attorney also represent a board member or employee?

A: Rule 4-1.13(e) permits dual representation subject to Rule 4-1.7 and the city's informed consent confirmed in writing by an appropriate official other than the individual also represented.

Q: What if an unintended lawyer-client relationship creates an unwaivable conflict?

A: The opinion requires withdrawal under Rule 4-1.16(a)(1).

Background and rules framework

Rule 4-1.13 governs lawyers for organizations and applies to governmental organizations. Rules 4-1.2(a), 4-1.7, 4-1.11(d), and 4-1.16(a)(1) govern the scope of representation, dual-client conflicts, special government-lawyer conflicts, and withdrawal. Scope [17] and [18] explain why client identity and governmental authority may depend on facts and other law beyond the rules.

Citations and references

Rules of Professional Conduct:

• Missouri Rule 4-1.13(a), (d), and (e), Comments [1] and [6] (organizational and governmental clients)
• Missouri Rule 4-1.2(a) (scope of representation)
• Missouri Rules 4-1.7 and 4-1.11(d) (conflicts)
• Missouri Rule 4-1.16(a)(1) (withdrawal)
• Missouri Rules of Professional Conduct, Scope [17] and [18]

Other opinions cited:

• Missouri Informal Opinion 2023-01: scope of representation
• Missouri Informal Opinion 2021-05: dual representation of an organization and constituent

See also

• Virginia Ethics Op. 1836: City Attorney and Multiple Constituents
• New Mexico Ethics Op. 1990-1: Municipal Attorney Conflicts
• North Carolina 2014 Formal Ethics Op. 6: Nonprofit Organization Members

Source

• Landing page: Missouri Informal Opinion 2025-09

Original opinion text

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

Question: Lawyer works as a city attorney. Lawyer generally works with the Mayor, but also with the City Board and its Members. One of the Board Members is asking Lawyer to take action contrary to the action directed by the Mayor and the Board as a whole. Lawyer asks to whom Lawyer owes a duty to follow instructions and is confused as to whom Lawyer has a lawyer-client relationship — the City, Mayor, City Board, and/or its Members.

Answer: Whether a client-lawyer relationship exists is a question of fact and law beyond the scope of the Rules of Professional Conduct. Scope [17]. This office is unable to provide an Informal Opinion as to who is the client of Lawyer, but the Rules of Professional Conduct do provide steps for Lawyer to follow to make that determination. First, Rule 4–1.13(a) provides that when Lawyer is employed or retained by an organizational client, which would include a governmental entity, Lawyer represents that organization by and through its duly authorized constituents. See Rule 4–1.13, Comments [1] and [6]. In this case, Lawyer represents the City. However, Lawyer is confused as to who is the duly authorized constituent Lawyer must follow for instructions regarding the representation, or if there is more than one duly authorized constituent. Per Comment [6] to Rule 4–1.13, guidance is provided as follows:

The duty defined in this Rule 4–1.13 applies to governmental organizations. Defining precisely the identity of the client and prescribing the resulting obligations of such lawyers may be more difficult in the government context and is a matter beyond the scope of these Rules. See Scope [18]. Although in some circumstances the client may be a specific agency, it may also be a branch of government, such as the executive branch, or the government as a whole. … This Rule 4–1.13 does not limit that authority. See Scope.

Additionally, Scope [18] states in relevant part:

Under various legal provisions, including constitutional, statutory, and common law, the responsibilities of government lawyers may include authority concerning legal matters that ordinarily reposes in the client in private client-lawyer relationships….

With this guidance in mind, Lawyer should review any substantive law defining the role of the city attorney, as well as who is the duly authorized constituent, knowing that it may be more than one person or entity, such as the Mayor or City Board. That substantive law may set the scope of representation for the Lawyer in accordance with Rule 4–1.2(a). See Missouri Informal Opinion 2023–01. While Lawyer may represent both the City as well as another party, such as a Board Member or employee, per Rule 4–1.13(e), such dual representation would be subject to Rule 4–1.7 and require the City’s informed consent, confirmed in writing, by an appropriate City official other than the individual who is to be represented. See Missouri informal Opinion 2021–05. Given the unique role of Lawyer in the role as a city attorney, it is critical that Lawyer be mindful of the obligations under Rule 4–1.13(d) to be clear to others that Lawyer represents City, not other employees, members, or constituents when Lawyer knows or reasonably should know that the City’s interests are adverse to those others with whom Lawyer is dealing. If Lawyer has inadvertently formed a client-lawyer relationship with others such that a conflict of interest exists under Rules 4–1.11(d) and 4–1.7 that is not subject to waiver, Lawyer will be required to withdraw from the representation in accordance with Rule 4–1.16(a)(1).