Ezel / Ethics Opinions / NYSBA
NYSBA 2014-11-25

Are the separately incorporated local offices of a national legal services project one law firm for conflict and confidentiality purposes?

Short answer: Yes, on these facts. A national legal services project whose local sections share a single case management system giving every attorney access to all clients' information, and whose regional attorneys supervise lawyers across sections, is a single law firm for conflict-of-interest and confidentiality purposes, and must run a firm-wide conflict-checking system.
Currency note: this opinion is from 2014
Subsequent statutory amendments, court decisions, or later opinions or rule amendments may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.
Disclaimer: Advisory only. Not binding precedent.
About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked at the bottom of this page) is the authoritative source for any reliance.

NY State Bar Ethics Opinion 1036: When a national legal services network is a single law firm

Short answer: A national legal services project whose separately incorporated local sections share a single case management system that gives every attorney access to all clients' confidential information, and whose regional attorneys supervise lawyers across sections, is a single law firm for conflict-of-interest and confidentiality purposes and must maintain a firm-wide conflict-checking system.

Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the New York State Bar Association'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.

View original opinion

Plain-English summary

The inquirer practiced with a national immigration legal services project that provides free services to non-citizens in several states. Each local section is separately incorporated and locally funded, but all share the same logo, the same insurance carrier, a group listserv, and a single case management system that lets each attorney access information for all of the project's clients in every section. The national board designates "Regional Attorneys" to supervise the lawyers in several local sections. The inquirer asked whether this network is a single law firm for confidentiality and conflict purposes (¶ 1, ¶ 2).

The committee explained that Rule 1.0(h) defines "firm" broadly, that a group may be a firm for some rules but not others, and that whether a multi-section legal services organization is one firm is a fact-intensive inquiry (¶ 3, citing N.Y. State 881). The relevant facts, drawn from Comment [2] to Rule 1.0, are whether the group presents itself to the public as a firm and whether its lawyers have mutual access to client information, with the committee placing particular weight on access to client information (¶ 4, citing N.Y. State 794) and on the independence of the lawyers (¶ 5, citing N.Y. State 914).

Applying these principles, the committee concluded the project is a single firm for conflict and confidentiality purposes (¶ 6). While some individual factors, such as shared insurance, would not by themselves make it one firm (¶ 6, citing N.Y. State 643), two factors were decisive: the single case management system giving all attorneys access to all confidential information, which can satisfy Rule 1.6 only if those sharing access are treated as one firm, and the regional supervisory structure, under which supervisors who oversee lawyers across sections gain access to confidential information from multiple sections, so the local lawyers are not acting independently (¶ 6, ¶ 7). The committee also cautioned that asking indigent clients to consent to information sharing could be coercive (¶ 6, citing N.Y. State 490). Because the whole project is one firm, it must comply with Rule 1.10's imputation rules and maintain the firm-wide conflict-checking system required by Rule 1.10(e), recognizing that lawyers practicing primarily outside New York are not bound by New York's Rule 1.10 but that the New York office cannot comply without a single firm-wide system (¶ 8, ¶ 9).

In practice

Under the New York rules as they stood at the time of the opinion, the opinion holds that a legal services network with this structure is a single firm for conflict and confidentiality purposes. Per the opinion, the determination is fact-intensive and turns chiefly on mutual access to client information and on supervisory control across sections. The committee identifies the shared case management system and the regional supervision as the factors that, taken together, compel treating the project as one firm, while noting that individual factors like a shared logo or insurer would not be enough alone. The opinion applies Rule 1.10 to that single firm, requiring a firm-wide conflict-checking system under Rule 1.10(e), and observes that the New York office cannot meet its Rule 1.10 obligations unless the entire firm participates in that system.

Common questions

Q: Are separately incorporated local offices automatically separate firms?

A: No. The committee treated the question as fact-intensive under Rule 1.0(h) and concluded these separately incorporated sections were a single firm given their shared information access and supervision (¶ 3, ¶ 6).

Q: Which facts made this network one firm?

A: The two decisive facts were the single case management system giving every attorney access to all clients' confidential information and the regional supervisory structure spanning multiple sections (¶ 6, ¶ 7).

Q: Why does shared access to client information matter so much?

A: Because joint access to confidential information can satisfy Rule 1.6 only if those sharing it are treated as one firm; otherwise one section could not share information with another absent client consent or an exception (¶ 6).

Q: What must the organization do once it is one firm?

A: It must comply with Rule 1.10 on imputation of conflicts and maintain the firm-wide conflict-checking system required by Rule 1.10(e) (¶ 8).

Background and rules framework

The opinion interprets New York Rule 1.0(h) (definition of "firm"), Rule 1.10 (imputation of conflicts and the conflict-checking system), and Rule 1.6(a) (confidentiality), with Rule 1.7 conflicts in the background, corresponding to ABA Model Rules 1.0, 1.10, 1.6, and 1.7. The analysis turns on whether the lawyers have mutual access to client information and whether they act independently or under shared supervision.

Citations and references

Rules of Professional Conduct:

  • NY RPC 1.0(h) (definition of "firm"), Comments [2] and [4]
  • MR 1.10 / NY RPC 1.10, 1.10(e) (imputation; conflict-checking system)
  • MR 1.6 / NY RPC 1.6(a) (confidentiality)

Other opinions cited:

  • N.Y. State 881 (2011): whether a group is one firm is a fact-intensive inquiry
  • N.Y. State 794 (2006): law school clinic divisions sharing office and file space were one firm
  • N.Y. State 914 (2012): an independent conflict-panel was not a single firm
  • N.Y. State 643 (1993): shared liability insurance alone does not make one firm
  • N.Y. State 490: caution about coercive consent requests to indigent clients

See also

Source