Can a solo lawyer take on contract or project work from several different law firms, and must the firms tell their clients a contract lawyer is doing the work?
NY State Bar Ethics Opinion 715: A contract lawyer working for multiple firms
Short answer: A lawyer could work as a contract lawyer for one or more firms; DR 5-105 and DR 5-108 applied to the lawyer personally, and whether a firm's vicarious disqualification under DR 5-105(D) applied depended on whether the contract lawyer's relationship with the firm rose to the level of an "association," a fact-specific question.
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.
Plain-English summary
A solo practitioner asked whether he or she could supplement a solo practice by taking on temporary project work from multiple law firms, and whether the sponsoring firm's clients had to be told a contract lawyer was doing the work. The committee began with solicitation. It read DR 2-103(A)'s bar on solicitation as applying only to soliciting employment directly from potential clients, not from other lawyers, who can make informed judgments about engaging counsel. So a lawyer may solicit other lawyers, in person or by advertisement, to be hired as a contract worker or referred to clients, as long as the communication is not false, deceptive, or misleading.
The committee explained that the rules apply differently depending on the structure of the relationship. Where the lawyer works only from his or her own office and receives client referrals, the arrangement is a referral relationship governed by DR 2-107(A), and the lawyer's duties on confidentiality (Canon 4) and conflicts (Canon 5) are the same as for any other lawyer. Where the lawyer is hired by one or more firms to work on an hourly or per-matter basis, the analysis is more complex, and the committee drew on ABA Formal Op. 88-356 and several city and out-of-state opinions.
On conflicts, the committee held DR 5-105(A) bars the contract lawyer from representing differing interests, so the lawyer could not represent a client at one firm and a client with adverse interests at another unless consent is appropriate under DR 5-105(C); the committee said it is impossible to represent opposite sides in the same litigation, while consent in other matters depends on the facts and the lawyer's role. Successive-representation limits under DR 5-108 also apply to the lawyer personally. The key question for the firms was imputation: under DR 5-105(D), the contract lawyer's disqualification is imputed to a firm only if the lawyer's relationship with that firm rises to the level of an "association," which depends on the facts and circumstances of the engagement, including how integrated the lawyer is into the firm and whether there is access to other clients' confidences.
Currency note
This opinion was issued in 1999, under New York's former Code of Professional Responsibility, which New York replaced with the Rules of Professional Conduct in 2009. 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, deadline, or requirement mentioned here.
Common questions
Q: Can a lawyer do contract work for several different firms?
A: The opinion concluded yes. A lawyer may be employed as a contract lawyer by one or more firms, subject to the conflict rules (DR 5-105 and DR 5-108) applied to the lawyer personally.
Q: Can a lawyer solicit other firms for contract work?
A: The opinion held DR 2-103(A) restricts soliciting clients, not other lawyers, so a lawyer may solicit other lawyers for contract or referral work as long as the communication is not false or misleading.
Q: When is a firm disqualified because of the contract lawyer's conflict?
A: The opinion concluded the contract lawyer's disqualification is imputed to a firm under DR 5-105(D) only if the relationship rises to the level of an "association," which depends on the facts of the engagement.
Background and rules framework
The opinion interpreted DR 2-103(A) (solicitation), DR 2-107(A) (division of fees in a referral), DR 5-105(A), (C), (D) (conflicts and imputation), and DR 5-108 (former clients) of New York's former Code of Professional Responsibility. The Model Rule analogues are Rule 1.7 (current-client conflicts), Rule 1.9 (former clients), and Rule 1.10 (imputation). New York replaced the Code with the Rules of Professional Conduct in 2009; the DR numbers cited here are historical.
Citations and references
Rules of Professional Conduct:
- MR 1.7 (conflict of interest; current clients)
- MR 1.9 (duties to former clients)
- MR 1.10 (imputation of conflicts of interest)
- NY DR 2-103(A); DR 2-107(A); DR 5-105(A), (C), (D); DR 5-108
Other opinions cited:
- ABA Formal Op. 88-356: temporary lawyers and conflicts, disclosure, and imputation
- N.Y. City Op. 1988-3 and 1989-2: contract lawyers and conflict imputation
See also
- NY State Bar Op. 720: Conflict checks and information disclosure for a moving lawyer
- NY State Bar Op. 723: Former-client conflicts when a lawyer changes firms
Source
- Landing page: https://nysba.org/opinion-715/