I share office space with two attorneys who are solicitors for a municipality. Can I appear before that municipality's zoning board even though their conflict would normally be imputed to a law firm?

Currency note

This opinion was issued in 2001, before Rhode Island's later renumbering of the Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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 mentioned here.

Plain-English summary

Three attorneys shared a suite of offices, along with other unrelated businesses and lawyers, while maintaining three separate, independent law practices. They shared a reception area, conference room, and receptionist/typist, but each had a private, separately locked office, separate letterhead, phones, and filing systems, and none held out the arrangement as a partnership or firm. Two of the three were solicitors for a municipality; the third, the inquiring attorney, wanted to appear before that municipality's zoning board of review on behalf of clients.

The panel applied Rule 1.10(a), which imputes a disqualification under Rules 1.7, 1.8(c), 1.9, or 2.2 to every lawyer in a "firm" once any one of them individually would be disqualified. Quoting the commentary to Rule 1.10, the panel noted that whether an office-sharing arrangement constitutes a firm depends on the specific facts, including whether the lawyers present themselves to the public as a firm, list their names in succession on signage or letterhead, or have a formal association agreement and mutual access to client confidences.

Examining the signage, which listed all tenants of the shared floor together without any "Law Offices" designation and without the three attorneys' names appearing in succession, and the absence of any professional-affiliation indicia, the panel concluded the arrangement was not a firm under Rule 1.10(a). It therefore held the solicitors' Rule 1.7 conflict in appearing before the zoning board was not imputed to the inquiring attorney, who could represent clients before that board.

The panel separately flagged that the attorneys' shared fax machine presented an obvious confidentiality risk and, citing R.I. Sup. Ct. Ethics Advisory Panel Op. 93-66 (1993), noted a similar risk from shared secretarial services, advising the inquiring attorney to address these administrative risks, particularly when representing a client adverse to the municipality.

Common questions

Q: Does sharing office space with a lawyer who has a conflict automatically disqualify me too?

A: Not necessarily. The panel held imputation under Rule 1.10 turns on whether the arrangement actually constitutes a "firm," which depends on facts like shared branding, signage, and how the lawyers present themselves.

Q: What facts made this office-sharing arrangement NOT a firm?

A: The panel pointed to separate, independently locked offices, separate letterhead and phone lines, separate filing systems, no partnership or firm representations, and signage that did not list the attorneys' names in succession or designate them as a law office.

Q: Do shared administrative services like a fax machine or a receptionist create any risk even if there's no imputation?

A: Yes. The panel flagged the shared fax machine as an obvious confidentiality risk and noted shared secretarial services present a similar risk, advising attention to those risks especially when representing a client adverse to the municipality.

Background and rules framework

The opinion applies Rule 1.10(a) (Model Rule 1.10, Imputation of Conflicts of Interest), which imputes to every lawyer in a firm a disqualification any one of them would individually have under Rules 1.7, 1.8(c), 1.9, or 2.2. The panel relied on the commentary to Rule 1.10 for the fact-specific test of whether an office-sharing arrangement constitutes a "firm," including public presentation, signage and letterhead practices, formal agreements, and mutual access to confidential client information. The underlying conflict analyzed was the solicitors' Rule 1.7 (Conflict of Interest: Current Clients) disqualification from appearing against their own municipal client.

Citations and references

Rules of Professional Conduct:

• MR 1.10(a) (Imputation of Conflicts of Interest) / RI Rule 1.10(a)
• MR 1.7 (Conflict of Interest: Current Clients) / RI Rule 1.7

Other opinions cited:

• R.I. Sup. Ct. Ethics Advisory Panel Op. 93-66 (1993): confidentiality risk of shared secretarial services among office-sharing attorneys

See also

• ABA Formal Op. 507: Office-Sharing Arrangements with Other Lawyers

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%202001-02.pdf

Original opinion text

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

Final

                           Rhode Island Supreme Court
            Ethics Advisory Panel Opinion No. 2001-02, Request No. 821
                              Issued March 8, 2001

Facts

     The inquiring attorney, joined by two other attorneys, seeks Panel advice about whether an

office-sharing arrangement triggers the disqualification provisions of Rule 1.10
of the Rules of Professional Conduct. Two of the attorneys are solicitors for a municipality. The
third attorney (inquiring attorney) wishes to appear before the municipality's zoning board of review
on behalf of clients.

     The nature of the attorney's office-sharing arrangement is as follows: The attorneys share a

suite of offices in an office building in which there are other businesses and also other attorneys, but
maintain three separate and independent law practices. The three attorneys share a common
reception area, a conference room, and the expenses of a common receptionist who is also their
typist. Each attorney has his/her own separate office which is not accessible to the other attorneys
and which has its own lock. The attorneys have separate letterhead, phones, phone lines, and
telephone numbers. Each maintains his/her own separate filing systems, both paper and electronic,
to which neither of the other two attorneys have access. The inquiring attorney states that the
attorneys do not hold themselves out as a partnership, or assert in any way that they are
professionally affiliated as a law firm.

     The signage outside the building lists all tenants by floor. The floor on which the three

attorneys' offices are located contains a central office area and other offices. The offices of the
three attorneys are located in the central office area. Three other businesses also have offices in the
central office area. Outside of this central area, there are several
offices occupied by other lawyers and businesses. The signage lists all tenants of the central office
area under the heading "[Name of Building] Office Center." The names of the office center's
tenants are listed in order of the lettered office they occupy. There is no further designation on the
sign such as "Law Offices," and the three attorneys' names do not appear in succession. A sign
inside the building lists the tenants of the central office area in the same way.

Issue Presented:

   The inquiring attorney asks whether he/she may appear before the municipality's zoning

board of review if two other attorneys with whom he/she shares office space are solicitors for the
municipality.
Final Op. No. 2001-02
Page 2

Opinion:

   Under the specific facts of this inquiry, the attorney who shares office space with attorneys

who are solicitors for a municipality may appear before the municipality's zoning board of review.

Reasoning:

    Rule 1.10, entitled "Imputed disqualification: General rule" provides in pertinent part:
            (a) While lawyers are associated in a firm, none of them shall
            knowingly represent a client when any one of them practicing alone
            would be prohibited from doing so by Rules 1.7, 1.8(c), 1.9 or 2.2.

    The Commentary to Rule 1.10 explains:

            . . . Whether two or more lawyers constitute a firm within this
            definition can depend on the specific facts. For example, two
            practitioners who share office space and occasionally consult or
            assist each other ordinarily would not be regarded as constituting a
            firm. However, if they present themselves to the public in a way
            suggesting that they are a firm or conduct themselves as a firm, they
            should be regarded as a firm for purposes of the Rules. Further,
            any two or more lawyers who, by signs, letterhead, or any form of
            advertising, list their names in succession will be regarded as a firm
            for the purposes of this Rule, notwithstanding disclaimers such as
            "an association of independent attorneys." The terms of any formal
            agreement between associated lawyers are relevant in determining
            whether they are a firm, as is the fact that they have mutual access
            to confidential information concerning the clients they serve.

     Under the specific facts presented in this inquiry, the Panel concludes that this

office-sharing arrangement, including the manner in which the attorneys' names appear on the
signage, does not constitute a law firm for purposes of Rule 1.10(a). There do not appear to be
any indicia of professional affiliation as a law firm. Therefore, the conflict of interest which the
solicitors have pursuant to Rule 1.7 in representing clients before the municipality's zoning board
of review is not imputed to the inquiring attorney, and the inquiring attorney may appear before
the zoning board on behalf of his/her clients.
Final Op. No. 2001-02
Page 3
The Panel has noted that the inquiring attorney and the two other attorneys share the same
facsimile machine. This presents an obvious risk to confidentiality and the Panel advises the
attorneys to discontinue the practice or to otherwise guard against this risk. The Panel further
cautions this there is a similar risk of compromising the obligation of confidentiality when attorneys
share secretarial services. See Rhode Island Supreme Court Ethics Advisory Panel Op. 93-66
(1993). The Panel advises the inquiring attorney that when
he/she is retained by a client whose interests are adverse to the municipality, he/she should consider
alternative secretarial arrangements and should take steps to address any other areas of
administration that potentially compromise confidentiality.

    The Panel's guidance is restricted to interpretations of the Rules of Professional Conduct

and does not extend to issues under the State Ethics Code or any other rules, regulations or laws
that may have bearing on the issue raised by this inquiry.