A resident who once sued the quasi-municipal entity I represent, in a case that settled, just got elected to its board and says I must resign as counsel. Do the ethics rules require that?

Plain-English summary

The inquiring attorney has served as legal counsel to a quasi-municipal entity (the "Entity") for five years. During that time the attorney represented the Entity in two Superior Court civil matters brought by local residents; the first settled and the second was voluntarily dismissed. One plaintiff from the first, settled matter was recently elected to the Entity's board (the "Board Member") and has suggested that, because of his or her prior role as a plaintiff, the attorney's continued representation of the Entity is an untenable conflict requiring resignation.

The panel disagreed. Applying Rule 1.13, it emphasized that a lawyer retained by an organization represents the organization, not its members or constituents, and that this applies to governmental organizations (Comment [9]). Consistent with its prior opinions that town solicitors represent the municipality and its constituent bodies, not individual council members (Ops. 2002-02 and 92-41), the panel found the lack of an attorney-client relationship between the attorney and the Board Member precludes a conflict in the first instance. It cited Op. 92-41 (no conflict where a town solicitor defended the town against a tax abatement suit filed by a sitting council member, because the council member was not the solicitor's client) and Rule 1.7, Comment [33] (representing an organization does not necessarily mean representing its constituents).

The panel added that even if such a relationship existed, the facts showed no indicia of a conflict: the past suit settled, resolving all claims, so the Board Member's mere presence on the board is neither directly adverse to nor a material limitation on the continued representation under Rule 1.7(a)(1) or (a)(2). In a footnote, the panel noted the attorney could even represent the Board Member in Entity-related matters with the Entity's informed written consent (Rule 1.13(g)).

Finally, the panel noted that if a future dispute arises so that the Entity's interests become adverse to the Board Member's, the attorney would be obligated under Comment [10] to advise the Board Member that the attorney cannot represent him or her and that he or she may wish to obtain independent representation, taking care that the Board Member understands their discussions may not be privileged.

In practice

Under this opinion, a Rhode Island lawyer for a quasi-municipal or other organization represents the organization itself, not its individual board members, so a former adverse party who later joins the board does not, by that fact, create a conflict requiring the lawyer's resignation, especially where the earlier matter has settled. The panel held that if the organization's interests later become adverse to that board member's, the lawyer must advise the board member to seek independent counsel and clarify that their communications may not be privileged.

Common questions

Q: A former plaintiff against my organizational client joined its board. Must I resign as counsel?

A: The panel said no. You represent the organization, not its board members, so there is no attorney-client relationship with the board member and no conflict requiring resignation.

Q: Does the prior lawsuit change the analysis?

A: The panel said no, because that suit settled and resolved all claims, so the board member's presence is neither directly adverse to nor a material limitation on your continued representation of the organization under Rule 1.7.

Q: Could I also represent that board member in an entity matter?

A: The panel noted, in a footnote, that you could represent the board member in Entity-related matters with the Entity's informed written consent under Rule 1.13(g).

Q: What if the organization and the board member later become adverse?

A: The panel said you would then be obligated under Rule 1.13, Comment [10] to advise the board member that you cannot represent him or her, that he or she may want independent counsel, and that your discussions may not be privileged.

Background and rules framework

The opinion applies Rule 1.13 (Model Rule 1.13, organization as client) and Rule 1.7 (Model Rule 1.7, concurrent conflicts of interest). Rule 1.13(a) provides that a lawyer for an organization represents the organization acting through its constituents, and Comment [9] extends the duty to governmental organizations. Rule 1.7(a)(1) and (a)(2) define direct adversity and material limitation, and Comment [33] confirms that representing an organization does not necessarily mean representing its constituents. Rule 1.13(g) permits also representing a constituent subject to Rule 1.7.

Citations and references

Rules of Professional Conduct:

• MR 1.13 (organization as client)
• MR 1.7 (concurrent conflicts of interest)
• RI RPC 1.13, 1.7

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• RI EAP Op. 2002-02 (town solicitors represent the municipality and its constituent bodies, not individual council members)
• RI EAP Op. 92-41 (no conflict where a town solicitor defended the town against a suit by a sitting council member, who was not the solicitor's client)

See also

• RI EAP Op. 2024-10: Town Solicitor and the Organization as Client
• RI EAP Op. 2025-06: A Lawyer-Board Member May Represent the Nonprofit
• ABA Formal Op. 92-365: Trade Associations as Clients

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-2025-14.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. 2025-14
Issued November 13, 2025

FACTS

The inquiring attorney has served as legal counsel for a certain quasi-municipal entity (the "Entity") for the past five (5) years. During that time, he or she represented the Entity in two (2) separate civil matters in the Superior Court brought by various local residents. The first such matter settled and the second was voluntarily dismissed by the plaintiffs.

One of the plaintiffs in the first, settled matter has recently been elected to the Entity's board (the "Board Member"). He or she has suggested, due to his or her involvement as a plaintiff in the settled matter, that the inquiring attorney's continued representation of the Entity creates an untenable conflict of interest requiring his or her resignation as legal counsel.

ISSUE PRESENTED

The inquiring attorney asks whether the Rules of Professional Conduct require him or her to resign as the Entity's legal counsel?

OPINION

It is the Panel's opinion that the Rules of Professional Conduct do not require the inquiring attorney to resign as the Entity's legal counsel.

REASONING

Rule 1.13 of the Rules of Professional Conduct pertains to an attorney's representation of an organization:

(a) A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents.

(b) If a lawyer for an organization knows that an officer, employee or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law that reasonably might be imputed to the organization, and that is likely to result in substantial injury to the organization, then the lawyer shall proceed as is reasonably necessary in the best interest of the organization. Unless the lawyer reasonably believes that it is not necessary in the best interest of the organization to do so, the lawyer shall refer the matter to higher authority in the organization, including, if warranted by the circumstances to the highest authority that can act on behalf of the organization as determined by applicable law.

(a) Except as provided in paragraph (d), if:

(1) despite the lawyer's efforts in accordance with paragraph (b) the highest authority that can act on behalf of the organization insists upon or fails to address in a timely and appropriate manner an action, or a refusal to act, that is clearly a violation of law, and

(2) the lawyer reasonably believes that the violation is reasonably certain to result in substantial injury to the organization, then the lawyer may reveal information relating to the representation whether or not Rule 1.6 permits such disclosure, but only if and to the extent the lawyer reasonably believes necessary to prevent substantial injury to the organization.

(d) Paragraph (c) shall not apply with respect to information relating to a lawyer's representation of an organization to investigate an alleged violation of law, or to defend the organization or an officer, employee or other constituent associated with the organization against a claim arising out of an alleged violation of law.

(e) A lawyer who reasonably believes that he or she has been discharged because of the lawyer's actions taken pursuant to paragraphs (b) or (c), or who withdraws under circumstances that require or permit the lawyer to take action under either of those paragraphs, shall proceed as the lawyer reasonably believes necessary to assure that the organization's highest authority is informed of the lawyer's discharge or withdrawal.

(f) In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, a lawyer shall explain the identity of the client when the lawyer knows or reasonably should know that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing.

(g) A lawyer representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7. If the organization's consent to the dual representation is required by Rule 1.7, the consent shall be given by an appropriate official of the organization other than the individual who is to be represented, or by the shareholders.

This matter requires the Panel to clarify the nature of the relationship between the inquiring attorney, the Entity, and the Board Member. The Board Member asserts that because he or she served as a plaintiff in a since-settled civil action filed against the Entity years ago in which the inquiring attorney represented the Entity, his or her presence on the Entity's board now creates a conflict of interest necessitating the inquiring attorney's resignation as the Entity's legal counsel.

The Panel disagrees. Rule 1.13(a) is unequivocally clear that "[a] lawyer employed or retained by an organization represents the organization," not its members or constituents. See also Rule 1.13, Comment [1]. This applies to governmental organizations as well as private ones. See Rule 1.13, Comment [9] (recognizing that "[t]he duty defined in this Rule applies to governmental organizations"). In this vein, the Panel has consistently observed that town solicitors represent the municipality and its constituent bodies, not individual Town Council members, such that their ethical obligations run to the municipality. See Rhode Island Ethics Advisory Panel Op. 2002-02; Rhode Island Ethics Advisory Panel Op. 92-41; see also Rule 1.13, Comment [2].

Accordingly, the Panel finds that the lack of an attorney-client relationship between the inquiring attorney and Board Member precludes the existence of a conflict of interest in the first instance. See Rhode Island Ethics Advisory Panel Op. 92-41 (determining that no conflict of interest existed where the inquiring attorney, a town solicitor who represented all town entities including the Town Council, sought to defend the town against a tax abatement suit filed by a current Town Council member and his wife because the Town Council member was not the inquiring attorney's client); see also Rule 1.7, Comment [33] (noting "[a] lawyer who represents a corporation or other organization does not, by virtue of that representation, necessarily represent any constituent or affiliated organization, such as a parent or subsidiary"). Even if such a relationship did exist, the facts as described by the inquiring attorney evince no indicia of a conflict. The past civil suit in question in which the Board Member was a plaintiff and the inquiring attorney represented the Entity settled such that all claims were resolved. The Board Member's mere presence on the Entity's board now is, therefore, neither directly adverse to nor a material limitation on the inquiring attorney's continuing representation of the Entity under either Rule 1.7(a)(1) or (a)(2). See Rule 1.7, Comments [6] and [8].

Moreover, to the extent a future dispute may arise between the Entity and the Board Member such that "the organization's interest may be or become adverse to those of" the Board Member, the inquiring attorney would be obligated to "advise [the] constituent . . . that the lawyer cannot represent such constituent, and that such person may wish to obtain independent representation." Rule 1.13, Comment [10]. In doing so, the inquiring attorney should take care "to assure that the individual understands that, when there is such adversity of interest, the lawyer for the organization cannot provide legal representation for that constituent individual, and that discussions between the lawyer for the organization and the individual may not be privileged." Id.

As such, the inquiring attorney may represent the Board Member in Entity-related matters with the Entity's informed written consent. See Rule 1.13(g); Rule 1.13, Comment [12]. Such a situation may arise, for example, when the organization's attorney learns that a member or constituent thereof "intends to act . . . in a matter related to the representation that is . . . a violation of law that reasonably might be imputed to the organization, and that is likely to result in substantial injury to the organization . . . ." Rule 1.13(b).