I represent a client against an opponent while job-hunting at a nonprofit that counts the opponent's parent company as a dues-paying member. Is that a conflict of interest?

Plain-English summary

The inquiring attorney is staff counsel at a nonprofit (Company A) and represents it in several matters against a for-profit company (Company B). The attorney began pursuing an employment opportunity with another nonprofit (Company C) and learned during discussions that Company B's parent company is a dues-paying member of Company C. The attorney reported that members of Company C have no governance rights, that its articles of incorporation and by-laws provide no role for members, that Company C is autonomous, and that it regularly takes positions adverse to its members and has publicly opposed positions taken by Company B's parent company. The attorney asked whether this created a conflict under Rule 1.7.

The panel analyzed the question as a personal-interest conflict under Rule 1.7(a)(2), which asks whether there is a significant risk that the lawyer's representation of a client will be materially limited by the lawyer's own interest. It pointed to Comment [10] to Rule 1.7, which cautions that when a lawyer has discussions about possible employment with an opponent of the lawyer's client, or with a law firm representing the opponent, those discussions could materially limit the representation.

Applying that standard, the panel concluded there was no significant risk of material limitation here. It emphasized that Company C's governing documents give members no role, that Company C is autonomous and has taken positions against Company B's parent company, and that the parent has no governance authority within Company C. On those facts, the parent company "appears to be merely a dues-paying member" with no involvement in Company C's operations. The panel therefore concluded it is not a conflict under Rule 1.7(a)(2) for the attorney to pursue employment with Company C while representing Company A in litigation against Company B.

In practice

Under this opinion, a lawyer's pursuit of a job is analyzed as a personal-interest conflict under Rule 1.7(a)(2): the question is whether the job interest poses a significant risk of materially limiting a current representation. The panel held that where the prospective employer is autonomous, gives its members no governance role, and even takes positions adverse to the opponent's parent company, the opponent's parent being a dues-paying member does not create that risk, so there is no conflict. The panel noted, via Comment [10], that discussions of employment with an opponent itself, or with a firm representing the opponent, could be materially limiting.

Common questions

Q: Is job-hunting a conflict of interest under the conflict rules?

A: The panel treated it as a possible personal-interest conflict under Rule 1.7(a)(2), turning on whether the lawyer's interest in the job creates a significant risk of materially limiting a current client's representation.

Q: Why was there no conflict here?

A: The panel found the opponent's parent company was merely a dues-paying member of the prospective employer, which is autonomous, gives members no governance role, and has taken positions against the parent, so the job interest posed no significant risk of material limitation.

Q: When would seeking a new job create a conflict?

A: The panel cited Comment [10] to Rule 1.7, which says discussions of possible employment with an opponent of the lawyer's client, or with a law firm representing the opponent, could materially limit the representation.

Background and rules framework

The opinion applies Rule 1.7 (Model Rule 1.7, conflict of interest: current clients), specifically the materially-limited prong of Rule 1.7(a)(2) addressing personal-interest conflicts. The panel relied on Comment [10] to Rule 1.7, which identifies a lawyer's discussions about possible employment with an opponent, or with a firm representing the opponent, as circumstances that could materially limit the representation of a client.

Citations and references

Rules of Professional Conduct:

• MR 1.7 (conflict of interest: current clients; personal-interest prong 1.7(a)(2); Comment [10])
• RI RPC 1.7

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Op. 2025-06: Lawyer-Board-Member May Represent Nonprofit If Not Materially Limited
• RI EAP Op. 2024-06: Need Not Withdraw Over Nonclient Sibling's Disclosure; No Conflict
• RI EAP Op. 2017-05: No Conflict Where the New Matter Is Unrelated to the Former Client's Work

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%2017-06.pdf

Original opinion text

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

Rhode Island Supreme Court
Ethics Advisory Panel Op. 2017-06
Issued December 11, 2017

FACTS

The inquiring attorney is employed as staff counsel at a nonprofit corporation (Company A) which he/she currently represents in several matters against a for-profit company (Company B). The inquiring attorney recently began pursuing an employment opportunity with another non-profit corporation (Company C). During discussions with Company C, the inquiring attorney learned that Company B's parent company is a dues-paying member of Company C. Company C's membership includes individuals, nonprofit corporations, and for-profit corporations. The inquiring attorney states that members of Company C have no governance rights within the organization, and its articles of incorporation and by-laws provide no role whatsoever for its members. He/she states that Company C is autonomous. It regularly takes positions adverse to positions of its members, and has publicly opposed certain actions and positions taken by Company B's parent company. The inquiring attorney further states that individuals and corporations join Company C because they find the company's advocacy to be valuable. The inquiring attorney asks whether he/she has a conflict of interest under Rule 1.7 of the Rules of Professional Conduct

ISSUE PRESENTED

The inquiring attorney asks whether he/she has a conflict of interest in representing Company A against Company B while he/she is pursuing an employment opportunity with Company C.

OPINION

It is not a conflict of interest under Rule 1.7 for the inquiring attorney to pursue employment with Company C during his/her representation of Company A in litigation against Company B whose parent company is a member of Company C.

REASONING

Rule 1.7 entitled "Conflicts of interest. Current clients" is applicable to this inquiry. The Rule states:

Rule 1.7. Conflict of interest: Current clients. (a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if:
(1) the representation of one client will be directly adverse to another client; or
(2) there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer.
(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed in writing.

The discussion of personal interest conflicts in Comment [10] to Rule 1.7 is instructive. In pertinent part, the comment states as follows:

[10] The lawyer's own interests should not be permitted to have an adverse effect on representation of a client. For example, ...when a lawyer has discussions concerning possible employment with an opponent of the lawyer's client, or with a law firm representing the opponent, such discussions could materially limit the lawyer's representation of the client.

The Panel examines whether the facts of this inquiry present a conflict of interest under Rule 1.7(a)(2), that is, whether there is a significant risk that the inquiring attorney's representation of Company A in litigation against Company B will be materially limited by his/her personal interest in pursuing employment with Company C. Company B's parent company is a member of Company C. In examining the relationship between Company C and Company B's parent company, the Panel notes that Company C's articles of incorporation and its by-laws provide no role for its members. Company C is autonomous and in fact, has taken actions and advocacy positions against the interests of Company B's parent company. The parent company has no governance authority within Company C. In short, Company B's parent company appears to be merely a dues-paying member of Company C's organization with no involvement in the operations of Company C. Under these facts, the Panel does not believe that the inquiring attorney's interest in pursuing employment with Company C presents a significant risk that his/her representation of Company A will be materially limited.

The Panel concludes that it is not a conflict of interest under Rule 1.7(a)(2) for the inquiring attorney to pursue employment with Company C during his/her representation of Company A in litigation against Company B whose parent company is a member of Company C.