A law firm trains me and helps on my cases, though we share no office or letterhead. Can I put that firm on my nonprofit's conflict-referral list?

Plain-English summary

The inquiring attorney is a staff attorney for a non-profit providing pro bono representation primarily to domestic violence victims. The attorney's employer maintains a paid training relationship with a law firm (the "Firm"): Firm lawyers let the attorney observe their client meetings and hearings, hold regular direct discussions of the attorney's ongoing cases, help with drafting and hearing preparation (sometimes accompanying the attorney to hearings in a supporting role), and answer practice questions. The attorney does not share office space with the Firm and is not held out as an associate or listed on the Firm's letterhead, website, or advertising. The employer wants to build a referral list of firms to which conflicted prospective clients can be sent, and the attorney asked whether the Firm can be added, and whether the Firm may take those referrals at reduced or no cost.

The panel first declined to answer the second question, because Rule 2(a) of the panel's rules limits its jurisdiction to the conduct of the inquiring attorney, not another lawyer; the Firm may submit its own request. On the first question, the panel applied Rule 1.10 (imputation) and the definition of "firm" in Rule 1.0(c). Whether lawyers constitute a firm depends on the specific facts, and the analysis is not a preordained checklist.

The panel acknowledged that, at first glance, the arrangement did not look like a firm: the two do not share office space, signs, letterhead, email, advertising, social media, or a website, so there is little danger of confusing the public (comparing Op. 91-17.1, where office-sharing without shared accounts, files, or cards was not a firm, and contrasting Op. 2025-04, where shared letterhead, address, phone, fax, and email domain made a firm). But the panel found the training relationship's substance decisive: the regular, direct discussion of the attorney's ongoing cases, the drafting and hearing assistance, and a Firm lawyer sometimes appearing at hearings created substantive connections, particularly the sharing of case information, sufficient to make them a "firm" for imputation purposes (citing Op. 2018-02, where two unassociated attorneys who shared an employee with access to both practices' client information were a "firm").

Because they are a firm, prospective clients who present a conflict for the inquiring attorney also present one for the Firm, so the referral is prohibited under Rule 1.10(a). The panel identified two ways to lift the prohibition: terminate the training relationship (removing the facts that bind them as a firm), or, if the relationship continues, obtain each affected client's informed written consent to the referral.

In practice

Under this opinion, a lawyer can be treated as "associated in a firm" with another firm under Rule 1.10 based on the substance of their working relationship, not just shared letterhead or office space. The panel held that an intensive training relationship involving regular discussion of the lawyer's cases and shared case information made a nonprofit staff attorney and a training firm one firm for imputation, so the attorney could not refer conflicted prospective clients to that firm unless the training relationship ended or each affected client gave informed written consent.

Common questions

Q: Can I refer a client I have a conflict with to a firm that trains me and helps on my cases?

A: The panel said no, not while the training relationship continues, because the relationship makes you and the firm one "firm" under Rule 1.10, so your conflict is imputed to them. You may refer only if the relationship ends or the affected client gives informed written consent.

Q: We don't share letterhead or an office, so how are we a "firm"?

A: The panel said the "firm" question is fact-specific, not a checklist. Regular direct discussion of your ongoing cases and shared case information created substantive connections that made you a firm for imputation, even without shared letterhead, office, or advertising.

Q: How can I still make the referral?

A: The panel identified two options: terminate the training relationship, or keep it and obtain each affected client's informed consent, confirmed in writing, to the referral.

Q: Why didn't the panel address whether the firm can take referrals for free?

A: The panel said its jurisdiction under Rule 2(a) covers only the inquiring attorney's conduct, not another lawyer's, so the Firm would need to submit its own request for that question.

Background and rules framework

The opinion applies Rule 1.10 (Model Rule 1.10, imputation of conflicts of interest) and the "firm" definition in Rule 1.0(c) (Model Rule 1.0), read with Comment [1] to Rule 1.10 and Comment [2] to Rule 1.0. Rule 1.10(a) bars a firm's lawyers from a representation any one of them could not undertake under Rules 1.7 or 1.9, so if the inquiring attorney and the Firm are one firm, a conflict disqualifying the attorney also disqualifies the Firm. The panel treated the firm inquiry as fact-specific and grounded in whether the relationship's substance risks the harms imputation guards against.

Citations and references

Rules of Professional Conduct:

• MR 1.10 (imputation of conflicts of interest)
• MR 1.0 (terminology; definition of "firm")
• RI RPC 1.10, 1.0

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• RI EAP Op. 91-17.1 (office-sharing attorneys who did not share accounts, files, stationery, or cards were not a "firm")
• RI EAP Op. 2025-04 (shared letterhead, address, phone, fax, and email domain made unaffiliated attorneys a "firm")
• RI EAP Op. 2018-02 (attorneys sharing an employee with access to both practices' client information were a "firm" under Rule 1.10)

See also

• RI EAP Op. 2025-04: A Screened Associate's Role Does Not Impute a Conflict
• RI EAP Op. 2018-02: When Sharing an Employee Makes Two Practices One Firm
• RI EAP Op. 91-17: Office-Sharing That Does Not Create a Firm

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-2025-07.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. 2025-7
Issued June 16, 2025

FACTS

The inquiring attorney works as a staff attorney for a non-profit organization, providing pro bono legal representation primarily to domestic violence victims. The inquiring attorney's employer maintains a business relationship with a law firm (the "Firm") in which the Firm's attorneys train the inquiring attorney for a fee. Such training includes permitting the inquiring attorney to observe the Firm's attorneys in action at client meetings, hearings, and consultations, engaging in regular, direct discussions of the inquiring attorney's ongoing cases, providing the inquiring attorney with document drafting and hearing preparation assistance as needed (including having a Firm attorney sometimes accompany the inquiring attorney to hearings in a supporting role), and answering the inquiring attorney's practice questions as they arise. The inquiring attorney does not share office space with the Firm, is not held out to the public or to the Firm's clients as an associate or member of the Firm, and is not included in the Firm's advertising or social media or on its letterhead or website.

The inquiring attorney's employer intends to craft a referral list of law firms to which prospective clients presenting a conflict of interest may be referred. The inquiring attorney wishes to add the Firm to the referral list but is unsure whether doing so would violate the Rules of Professional Conduct. The inquiring attorney also asks whether the Firm may accept referred prospective clients at reduced or no cost depending on the clients' circumstances.

ISSUE PRESENTED

The inquiring attorney presents two (2) issues for consideration: (1) may the inquiring attorney refer prospective clients presenting a conflict of interest to the Firm; and (2) may the Firm accept referred clients at reduced or no cost depending on the clients' circumstances?

OPINION

It is the Panel's opinion that the inquiring attorney may not refer prospective clients presenting a conflict of interest to the Firm unless the parties' training relationship is terminated or, if it continues, unless affected prospective clients give informed consent, confirmed in writing, to the referral.

REASONING

As an initial matter, the Panel will not address the inquiring attorney's question regarding whether the Firm may accept referrals from the inquiring attorney's employer at reduced or no cost depending on the prospective clients' circumstances, because its jurisdiction does not encompass requests seeking advice about the conduct of a lawyer other than the inquiring attorney. See Rule 2(a) of the Rules of the Rhode Island Supreme Court Ethics Advisory Panel. The Firm is free to submit a written request for an advisory opinion should it desire a response to this query.

The inquiring attorney's other question inculpates Rule 1.10, concerning imputation of conflicts of interest:

(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 or 1.9, unless the prohibition is based on a personal interest of the prohibited lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.

(b) When a lawyer has terminated an association with a firm, the firm is not prohibited from thereafter representing a person with interests materially adverse to those of a client represented by the formerly associated lawyer and not currently represented by the firm, unless:

(1) the matter is the same or substantially related to that in which the formerly associated lawyer represented the client; and

(2) any lawyer remaining in the firm has information protected by Rules 1.6 and 1.9(c) that is material to the matter.

(c) When a lawyer becomes associated with a firm, no lawyer associated in the firm shall knowingly represent a person in a matter in which that lawyer is disqualified under Rule 1.9 unless:

(1) the personally disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom; and

(2) written notice is promptly given to any affected former client to enable it to ascertain compliance with the provisions of this Rule.

(d) A disqualification prescribed by this rule may be waived by the affected client under the conditions stated in Rule 1.7.

(e) The disqualification of lawyers associated in a firm with former or current government lawyers is governed by Rule 1.11.

The resolution of this issue turns on whether the inquiring attorney and the Firm are "associated in a firm" under the Rules of Professional Conduct. Rule 1.0(c) generally defines "firm" to mean "lawyers in a law partnership, professional corporation, sole proprietorship, or other association authorized to practice law; or lawyers employed in a legal services organization or the legal department of a corporation or other organization." "Whether two or more lawyers constitute a firm under this definition can depend on the specific facts," however. Rule 1.10, Comment [1]. For example, "any two or more lawyers who, by signs, letterhead, or any form of advertising, list their names in succession will likely be regarded as a firm for the purposes of these Rules, notwithstanding disclaimers such as 'an association of independent attorneys.'" Rule 1.0, Comment [2].

At first glance, the relationship between the inquiring attorney and the Firm does not appear to rise to the level of a "firm" under Rule 1.0(c). The Firm does not hold the inquiring attorney out as an associate or member to either the public or to its clients. The inquiring attorney and the Firm do not share office space, a sign, letterhead, email addresses, advertising, social media, a website, or other traditional, public indicia of firm formation. Thus, there is little danger their training arrangement confuses or misleads the public. See Rhode Island Supreme Court Ethics Advisory Panel Op. 91-17.1 (determining that two attorneys who shared office space but did not share client trust accounts, business checking accounts, files, stationary, or business cards did not constitute a "firm"); cf. Rhode Island Supreme Court Ethics Advisory Panel Op. 2025-04 (finding that a group of unaffiliated attorneys who were listed on the same letterhead with a single physical address and shared a website address, telephone number, fax number, and email domain constituted a "firm").

With that said, the determination of a "firm" relationship demands a fact-specific inquiry rather than completion of a preordained checklist of factors. See Rule 1.10, Comment [1]. In this case, the Panel finds significant the fact that the training relationship between the inquiring attorney and the Firm involves the regular, direct discussion of the inquiring attorney's ongoing cases, providing the inquiring attorney with document drafting and hearing preparation assistance as needed (including having a Firm attorney sometimes accompany the inquiring attorney to hearings in a supporting role), and answering the inquiring attorney's practice questions as they arise. Such routine intermixing of the inquiring attorney's practice with the Firm's attorneys—particularly, the sharing of information from the inquiring attorney's cases—creates substantive connections sufficient in the Panel's view to constitute a "firm" relationship for the purposes of imputation of conflicts of interest under Rule 1.10. See Rhode Island Supreme Court Ethics Advisory Panel Op. 2018-02 (determining that two unassociated attorneys who shared a common employee who had access to both practices' client information constituted a "firm" under Rule 1.10).

Accordingly, prospective clients presenting conflicts of interest for the inquiring attorney will also do so for the Firm, thereby prohibiting referral. See Rule 1.10(a). This prohibition may be lifted only under two (2) scenarios. First, the parties may terminate their training relationship, eliminating the facts binding them together as a "firm" under Rule 1.0(c) and obviating the application of Rule 1.10. Second, should the training relationship remain referral is possible if each affected client gives his or her informed consent to the referral, confirmed in writing.