Can a lawyer who represents a trade association also become a dues-paying member of that association?

Plain-English summary

A lawyer represents a trade association, and the association asks the lawyer to become an associate member. The opinion asks whether the lawyer may join.

The opinion concludes yes, qualified: absent a reason to believe joining would violate one of three rules, there is no bar to membership. First, under Oregon RPC 1.7(a)(2), the lawyer should consider whether the representation of the association will be materially limited by the lawyer's personal interest as a member. If it is materially limited, the lawyer may continue to represent the association only with the association's informed consent, confirmed in writing under RPC 1.7(b).

Second, under Oregon RPC 5.4(c), the lawyer should consider whether membership would allow the association to direct or regulate the lawyer's professional judgment. If the lawyer believes the membership would have that effect, the opinion states the lawyer should decline it.

Third, under Oregon RPC 7.2(b), the lawyer should consider whether the associate membership confers a benefit on the association, through the lawyer's goodwill, in exchange for recommending the lawyer's services. The opinion concludes that if it does, the lawyer would violate RPC 7.2(b).

In practice

The opinion holds that a lawyer's membership in a trade-association client is permissible unless one of three rules is triggered. Per the opinion, the lawyer must obtain the association's written informed consent under RPC 1.7(b) if the membership materially limits the lawyer's judgment, must decline membership under RPC 5.4(c) if it would let the association control the lawyer's professional judgment, and may not accept a membership that under RPC 7.2(b) gives the association something of value in exchange for recommending the lawyer's services.

Common questions

Q: Can I join a trade association that I also represent as its lawyer?

A: Yes, qualified. The opinion concludes membership is allowed unless it materially limits your judgment, lets the association control your professional judgment, or trades a benefit for referrals.

Q: When would I need the association's consent to keep representing it after joining?

A: When the membership materially limits your representation under RPC 1.7(a)(2); the opinion concludes you may continue only with the association's informed consent, confirmed in writing under RPC 1.7(b).

Q: Could the membership itself be improper even with consent?

A: Yes. The opinion concludes that if the membership lets the association direct your professional judgment (RPC 5.4(c)) or confers a benefit in exchange for recommending your services (RPC 7.2(b)), it is improper.

Background and rules framework

The opinion interprets Oregon RPC 1.7(a)(2) and 1.7(b) (material-limitation conflicts and written consent), RPC 5.4(c) (professional independence from those who recommend, employ, or pay the lawyer), and RPC 7.2(b) (giving things of value for recommending the lawyer's services). These correspond to Model Rules 1.7, 5.4, and 7.2.

Citations and references

Rules of Professional Conduct:

• Oregon RPC 1.7(a)(2), 1.7(b) / Model Rule 1.7 (material-limitation conflicts; written consent)
• Oregon RPC 5.4(c) / Model Rule 5.4 (professional independence)
• Oregon RPC 7.2(b) / Model Rule 7.2 (payment for recommending services)

See also

• OSB Ethics Op. 2005-27: Trade Association and Its Members
• OSB Ethics Op. 2005-46: Who Is the Client Under a Group Legal-Assistance Plan

Source

• Landing page: https://www.osbar.org/ethics/toc.html
• Original PDF: https://www.osbar.org/_docs/ethics/2005-51.pdf