Can a lawyer who represents a charity and sits on its board also represent a donor making a gift to the charity, or draft the donor's will naming the charity?
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This page answers the general question as of 2026. Ezel answers yours: whether it's allowed on your facts, under the current Oregon Rules of Professional Conduct, with citations.
Plain-English summary
A lawyer represents a charity on a continuing basis and is also a member of its board of directors. A donor asks the lawyer to represent the donor in making a sizable gift to the charity, and also to prepare the donor's will naming the charity as a beneficiary. The opinion answers three questions: whether the lawyer may represent both the charity and the donor in the gift transaction (no), whether the lawyer may represent only the donor in the gift transaction (yes, qualified), and whether the lawyer may prepare the donor's will naming the charity (yes, qualified).
On the gift transaction, the opinion applies Oregon RPC 1.7. Because of the potential for differing interests between the charity and the donor over the terms of the transaction, representing both would be a nonwaivable conflict under Oregon RPC 1.7(a)(1) and (b)(3), which cannot be cured even with informed consent, much like simultaneously representing both sides of a buyer-seller or lender-borrower deal. If instead the lawyer represents only the donor while continuing to represent the charity and serve on its board, the opinion concludes only a waivable conflict under RPC 1.7(a)(2) is present, because there is a significant risk the lawyer's representation of the donor would be materially limited by the lawyer's obligations to the charity; that representation is permissible with the informed consent of all clients, confirmed in writing.
On the will, the opinion concludes Oregon RPC 1.7(a)(2) applies for the same materially-limited-representation reason, so the lawyer must obtain informed consent confirmed in writing from both the donor and the charity before drafting it. The opinion adds that RPC 1.7(a)(1) does not apply to the will, because the interests of the donor and the charity are not adverse at the time the will is drafted. A footnote notes that if drafting the will required disclosing the charity's confidential information to the donor, the lawyer would also need the charity's informed consent under Oregon RPC 1.6 and ORS 9.460(3).
In practice
The opinion holds that, under the current Oregon rules, the dividing line is between representing both sides of the gift (a nonwaivable conflict that bars the work) and representing only the donor or drafting the will (waivable conflicts the lawyer may take on with written informed consent from both the donor and the charity). Per the opinion, the analysis turns on whether the two clients' interests are directly adverse in the same transaction or only create a risk of material limitation. Verify the current text of Oregon RPC 1.7 before relying on any specific point.
Common questions
Q: Can a charity's lawyer also represent a donor in structuring a gift to that charity?
A: Not both sides. The opinion concludes representing both the charity and the donor in the gift transaction is a nonwaivable conflict under Oregon RPC 1.7(a)(1) and (b)(3).
Q: Can the lawyer represent just the donor in the gift?
A: Yes, qualified. Per the opinion, that is only a waivable conflict under RPC 1.7(a)(2) and is permissible with the informed consent of all clients confirmed in writing.
Q: Can the lawyer draft the donor's will naming the charity as beneficiary?
A: Yes, qualified. The opinion concludes RPC 1.7(a)(2) applies, so the lawyer needs informed consent confirmed in writing from both the donor and the charity, but RPC 1.7(a)(1) does not apply because their interests are not adverse when the will is drafted.
Background and rules framework
The opinion interprets Oregon RPC 1.7 (current-client conflicts), distinguishing nonwaivable conflicts under 1.7(a)(1) and (b)(3) from waivable material-limitation conflicts under 1.7(a)(2), with the informed-consent and confirmed-in-writing requirements of 1.7(b) and Oregon RPC 1.0(b) and (g). This corresponds to Model Rule 1.7.
Citations and references
Rules of Professional Conduct:
- Oregon RPC 1.7(a)(1), (a)(2), (b), (b)(3) / Model Rule 1.7 (current-client conflicts)
- Oregon RPC 1.0(b), (g) (confirmed in writing; informed consent)
Cases:
- In re Claussen, 322 Or 466, 909 P2d 862 (1996)
- In re Bristow, 301 Or 194, 721 P2d 437 (1986)
- In re Harris, 304 Or 43, 741 P2d 890 (1987)
- In re Harrington, 301 Or 18, 718 P2d 725 (1986)
Other opinions cited:
- OSB Formal Ethics Op. No. 2005-72 (rev 2026) (conflict, creditor of seller vs. buyer)
- OSB Formal Ethics Op. No. 2005-40 (rev 2026) (debtor and creditors in bankruptcy)
See also
- OSB Ethics Op. 2005-72: Conflict, Creditor of Seller vs. Buyer
- OSB Ethics Op. 2005-28: Representing Both Sides of an Adoption
- OSB Ethics Op. 2005-40: Debtor and Creditors in Bankruptcy
Source
- Landing page: https://www.osbar.org/ethics/toc.html
- Original PDF: https://www.osbar.org/_docs/ethics/2005-116.pdf
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