My business-entity client wants me to use small claims to collect for products it delivered before I represented it, which were sold in violation of its license. Does that request force me to withdraw under Rule 1.16?

Plain-English summary

The inquiring attorney represents a business entity licensed by the Department of Business Regulation. Before the representation, and under prior management, the entity had provided products to other businesses in violation of its license and was never paid. Now under new management, the entity directed the attorney to collect the cost of those unpaid activities through the small-claims process. The attorney did not believe the collection request itself was illegal or fraudulent, but was unsure whether it triggered a mandatory obligation to withdraw under Rule 1.16. The panel's opinion is that it does not.

The panel quoted Rule 1.16 in full and explained that mandatory withdrawal is required only in limited circumstances. First, a lawyer ordinarily must decline or withdraw if the client demands that the lawyer engage in conduct that is illegal or violates the rules or other law, though the lawyer is not obliged to withdraw simply because the client suggests such a course. Second, a lawyer must withdraw when affirmatively discharged by the client. The panel found neither basis present: the entity wants the representation to continue, and while the panel could not comment on the legal merits, several cognizable avenues (such as quantum meruit) exist to seek payment, so the request does not compel any illegal or unethical conduct. Withdrawal was therefore not required under Rule 1.16(a), consistent with Opinion 2008-02.

The panel added that the attorney may still choose to withdraw if one or more elements of Rule 1.16(b) is met, citing Opinion 89-16 (permitting withdrawal where the client insisted on a course the attorney found repugnant and fundamentally disagreed with). Whether to withdraw calls for the attorney's independent professional judgment mandated by Rule 5.4(c). If the attorney does withdraw, the panel noted, he or she must take all reasonable steps to mitigate the consequences to the client, which may include giving reasonable notice, allowing time to obtain other counsel, surrendering papers and property to which the client is entitled, and refunding any unearned fee or expense, and that this is a non-exhaustive list.

In practice

Under this opinion, a Rhode Island lawyer whose client directs a lawful collection effort is not forced to withdraw merely because the underlying goods or services were once provided under questionable circumstances, where viable legal theories to recover exist and the client wants the representation to continue. The opinion frames mandatory withdrawal under Rule 1.16(a) as limited to demands for illegal or unethical conduct and to discharge, and leaves any decision to withdraw permissively under Rule 1.16(b) to the lawyer's independent professional judgment, subject to the duty to mitigate harm on withdrawal.

Common questions

Q: Does a client's collection request force me to withdraw if the goods were originally sold in violation of a license?

A: Under this opinion, no. The panel held that pursuing a lawful collection avenue does not compel illegal or unethical conduct, so mandatory withdrawal under Rule 1.16(a) is not triggered.

Q: When is withdrawal mandatory under Rule 1.16?

A: The panel identified two situations: where the client demands conduct that is illegal or violates the rules or other law, and where the lawyer is discharged by the client.

Q: Can I still withdraw voluntarily?

A: Yes. The panel noted the attorney may withdraw if an element of Rule 1.16(b) is met, exercising the independent professional judgment required by Rule 5.4(c), and must then take reasonable steps to mitigate harm to the client under Rule 1.16(d).

Background and rules framework

The opinion applies Rule 1.16 of the Rhode Island Rules of Professional Conduct, distinguishing mandatory withdrawal under Rule 1.16(a) (illegal or unethical demands, or discharge) from permissive withdrawal under Rule 1.16(b), and the mitigation duties under Rule 1.16(d). It also invokes Rule 5.4(c), which requires the lawyer to exercise independent professional judgment.

Citations and references

Rules of Professional Conduct:

• MR 1.16 (declining or terminating representation)
• MR 5.4 (professional independence of a lawyer)
• RI RPC 1.16(a), 1.16(b), 1.16(d), 5.4(c)

Statutes:

• None cited verbatim.

Cases:

• None cited.

Other opinions cited:

• RI EAP Op. 2008-02 (no required withdrawal on mere suspicion, without proof, that the client lied; independent judgment under Rule 5.4(c))
• RI EAP Op. 89-16 (permissive withdrawal where the client's course was repugnant and subject to fundamental disagreement)

See also

• RI EAP Op. 2008-02: Withdrawal When a Lawyer Suspects a Client's Falsehood
• RI EAP Op. 89-16: Permissive Withdrawal and Interpleader Over Disputed Funds

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-2026-03.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. 2026-03
Issued April 9, 2026

FACTS

The inquiring attorney currently represents a certain business entity licensed by the Department of Business Regulation (the "DBR"). Prior to the representation, the business entity provided products to other businesses in violation of its DBR license. The business entity was never paid for these activities. Now under new management, the business entity has directed the inquiring attorney to collect the cost of the unpaid activities through the small claims process. The inquiring attorney does not believe the business entity's collection request constitutes potentially illegal or fraudulent conduct but is unsure, under the circumstances, whether it may trigger his or her mandatory obligation to withdraw from the representation under Rule 1.16 of the Rules of Professional Conduct.

ISSUE PRESENTED

Does the business entity's request to collect the cost of the unpaid activities through the small claims process require the inquiring attorney to withdraw from the representation under Rule 1.16 of the Rules of Professional Conduct?

OPINION

It is the Panel's opinion that the business entity's request to collect the cost of the unpaid activities through the small claims process does not require the inquiring attorney to withdraw from the representation under Rule 1.16 of the Rules of Professional Conduct.

REASONING

Rule 1.16, governing the declination or termination of a representation, provides that:

(a) Except as stated in paragraph (c), a lawyer shall not represent a client or, where representation has commenced, shall withdraw from the representation of a client if:

(1) the representation will result in violation of the rules of professional conduct or other law;

(2) the lawyer's physical or mental condition materially impairs the lawyer's ability to represent the client; or

(3) the lawyer is discharged.

(b) Except as stated in paragraph (c), a lawyer may withdraw from representing a client if:

(1) withdrawal can be accomplished without material adverse effect on the interests of the client;

(2) the client persists in a course of action involving the lawyer's services that the lawyer reasonably believes is criminal or fraudulent;

(3) the client has used the lawyer's services to perpetrate a crime or fraud;

(4) the client insists upon taking action that the lawyer considers repugnant or with which the lawyer has a fundamental disagreement;

(5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's services and has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled;

(6) the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the client; or

(7) other good cause for withdrawal exists.

(c) A lawyer must comply with applicable law requiring notice to or permission of a tribunal when terminating a representation. When ordered to do so by a tribunal, a lawyer shall continue representation notwithstanding good cause for terminating the representation.

(d) Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client's interests, such as giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fee or expense that has not been earned or incurred. The lawyer may retain papers relating to the client to the extent permitted by other law.

Mandatory withdrawal is required under Rule 1.16 only under certain circumstances. First, "[a] lawyer ordinarily must decline or withdraw from representation if the client demands that the lawyer engage in conduct that is illegal or violates the Rules of Professional Conduct or other law," although he or she "is not obliged to decline or withdraw simply because the client suggests such a course of conduct . . . ." Rule 1.16, Comment [2]. Second, a lawyer must also withdraw when affirmatively discharged by his or her client. See Rule 1.16, Comment [5] (observing that "[a] client has a right to discharge a lawyer at any time, with or without cause . . .").

Here, the Panel finds that neither basis for mandatory withdrawal is present. There is no question that the business entity wishes for the inquiring attorney to continue in the representation, as it has asked him or her to collect the cost of unpaid services rendered under past management through the small claims process. While the Panel cannot comment on the legal merits of this request, there are several cognizable avenues of potential relief the inquiring attorney may pursue to recoup payment for the products delivered, such as quantum meruit. Thus, the business entity's request does not compel the inquiring attorney to engage in any illegal or unethical conduct. Accordingly, withdrawal is not required here under Rule 1.16(a). See Rhode Island Supreme Court Ethics Advisory Panel Op. 2008-02 (finding that the inquiring attorney was not required to withdraw from a representation because he or she only suspected, but did not possess any definitive proof demonstrating, that his or her client had lied regarding the circumstances of a motor vehicle accident).

In rendering this advice, the Panel notes that the inquiring attorney may still choose to withdraw from the representation if one or more of the elements of Rule 1.16(b) is met. See, e.g., Rhode Island Supreme Court Ethics Advisory Panel Op. 89-16 (permitting the inquiring attorney to withdraw from a representation where the client insisted on pursing a course of conduct the inquiring attorney found to be "repugnant" and with which he or she had a "fundamental disagreement"). "In deciding whether withdrawal is appropriate under the Rules, the inquiring attorney . . . must exercise his/her independent professional judgment mandated by Rule 5.4(c)." Rhode Island Supreme Court Ethics Advisory Panel Op. 2008-02.

Should the inquiring attorney choose to withdraw, he or she must take all reasonable steps to mitigate the consequences of the withdrawal to the business entity. See Rule 1.16, Comment [10]. This may include, but is not limited to, "giving reasonable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled, and refunding any advance payment of fee or expense that has not been earned or incurred." Rule 1.16(d). This is a non-exhaustive list of mitigation steps; the particular circumstances of the matter may require additional efforts. See Hazard, Hodes, Jarvis, and Thompson, The Law of Lawyering, § 21.18 n. 56, pg. 34 (2023).