I am a town solicitor. A town council member and spouse have sued the town in their individual capacities for tax relief. Can I represent the town against them?

Plain-English summary

The inquiring attorney is a town solicitor who represents the town in all suits or proceedings, civil or criminal, brought by or against it or any of its officers, departments, or agencies. A spouse and a member of the town council filed suit in their individual capacities for relief from real estate taxes assessed by the same town, and the town solicitor represents the town in that matter. The attorney asked whether there is a conflict of interest under these circumstances.

The panel quoted Rule 1.13(d), which mandates that in dealing with an organization's directors, officers, employees, members, shareholders, or other constituents, a lawyer shall explain the identity of the client when it is apparent that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing.

The panel concluded that no conflict of interest exists in this matter. The town solicitor represents the town and the agencies of that town, not the individual council members. Because the council member and spouse sued in their individual capacities and the solicitor's client is the town itself, the two roles do not collide.

In practice

Under this opinion, a town solicitor whose engagement is to represent the town and its agencies has no conflict in defending the town against a suit brought by a council member and spouse in their individual capacities. The opinion locates the client in the organization (the town) rather than in its constituents and applies Rule 1.13(d), which addresses the lawyer's duty to clarify the client's identity when the organization's interests are adverse to a constituent.

Common questions

Q: Is the town solicitor's client the town or the individual council members?

A: Per the opinion, the town solicitor represents the town and its agencies, not the individual council members.

Q: Does a council member suing the town in an individual capacity create a conflict for the solicitor?

A: Per the opinion, no; the panel does not believe a conflict of interest exists, because the solicitor's client is the town, not the council member.

Q: What does Rule 1.13(d) require here?

A: Per the opinion, Rule 1.13(d) requires the lawyer to explain the identity of the client when it is apparent that the organization's interests are adverse to those of the constituents the lawyer is dealing with.

Background and rules framework

The opinion applies Rhode Island Rule 1.13 (organization as client), corresponding to Model Rule 1.13. The panel read Rule 1.13(d) as directing the lawyer to make clear that the organization, not its individual constituents, is the client where the organization's interests are adverse to a constituent, and treated the town, not its council members, as the solicitor's client.

Citations and references

Rules of Professional Conduct:

• MR 1.13 (organization as client)
• RI RPC 1.13(d)

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Op. 92-40: Attorney-Trustee and an Elderly Client of Doubtful Capacity
• RI EAP Op. 92-39: Rule 1.11 Bars a Former Government Investigator From Adverse Representation

Currency note

This opinion was issued in 1992 (Opinion 92-41), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rule 1.13 as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, which renumbered and amended Rule 1.13 (organization as client). 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.

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%2092-41.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

ETHICS ADVISORY PANEL
Opinion #92-41, Request #261
Issued July 23, 1992

An attorney seeks Panel advice regarding the following facts. The attorney, who is a town solicitor, represents the town in all suits or proceedings, civil or criminal brought by or against it or any of its officers, departments or agencies. A spouse and member of the town council filed suit in their individual capacities for relief from real estate taxes assessed by the same town. The town solicitor represents the town in this matter. The attorney/solicitor asks whether there is a conflict of interest under these circumstances.

Rule 1.13(d) specifically mandates that:

In dealing with an organization's directors, officers, employees, members, shareholders or other constituents, a lawyer shall explain the identity of the client when it is apparent that the organization's interests are adverse to those of the constituents with whom the lawyer is dealing.

The Panel does not believe that a conflict of interest exists in this matter. The town solicitor represents the town and its agencies of that town, not individual council members.