A former partner represented Client X while we shared a firm, though I never worked on it. After the firm dissolved, can I take a new client adverse to X on a related lease?

Plain-English summary

The inquiring attorney, Attorney A, was a member of law firm A, B, and C during a period when Attorney B represented Client X in negotiating a lease. Attorney A and Attorney C did not represent Client X in that matter, did not discuss it with Attorney B or the client, and did not have actual or imputed knowledge of the representation. The firm later dissolved, and Attorney B continued to represent Client X in other matters. Attorney A now represents Client Y, who wishes to negotiate a lease for the premises leased by Client X. Client X, through counsel, asked Attorney A to withdraw because A had been in the same firm when B represented X.

The opinion applies Rule 1.10(c), which provides that when a lawyer has terminated an association with a firm, the firm is not prohibited from representing a person with interests materially adverse to a client of the formerly associated lawyer 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(b) that is material to the matter. The opinion quotes the comment's cautions about firm breakups -- protecting the former client's loyalty interest while not casting disqualification so broadly as to deny others reasonable choice of counsel or to unreasonably hamper lawyers from forming new associations.

On the facts presented, the opinion concludes the inquiring attorney does not have to withdraw from representing Client Y as long as the matters are not substantially related and the attorney does not have knowledge of information protected by Rules 1.6 and 1.9(b).

In practice

Under this opinion, the two-part Rule 1.10(c) test governs: withdrawal is required only if the new matter is substantially related to the former partner's representation and the migrating lawyer actually holds protected information material to the matter. Because Attorney A never worked on or learned of Client X's lease, and the analysis turns on those two conditions, the opinion permits A to continue for Client Y.

Common questions

Q: After a firm dissolves, is a lawyer barred from matters adverse to a former partner's client?

A: Not automatically. The opinion applies Rule 1.10(c), which permits it unless the matter is substantially related and the lawyer has protected information material to it.

Q: Does it matter that Attorney A never worked on Client X's matter?

A: Yes. The opinion emphasizes A did not represent X, discuss the matter, or have protected knowledge, which is why A need not withdraw.

Q: What are the two conditions that would require withdrawal?

A: Under Rule 1.10(c), that the matters are the same or substantially related, and that the lawyer has information protected by Rules 1.6 and 1.9(b) material to the matter.

Background and rules framework

The opinion interprets Rhode Island Rule of Professional Conduct 1.10, "Imputed Disqualification: General Rule" (analog of Model Rule 1.10), specifically paragraph (c) on a lawyer who has left a firm, together with Rules 1.6 (confidentiality) and 1.9(b) (former-client information). Rule 1.10(c) limits post-departure imputed disqualification to matters that are the same or substantially related and where a remaining lawyer holds material protected information.

Citations and references

Rules of Professional Conduct:

• MR 1.10 / RI RPC 1.10(c) (imputed disqualification after a lawyer leaves a firm)
• MR 1.6 / RI RPC 1.6 (confidentiality of information)
• MR 1.9 / RI RPC 1.9(b) (use of a former client's information)

See also

• RI EAP Opinion 93-11: a secretary's imputed conflict requires the adverse party's consent first under 1.10/5.3
• RI EAP Opinion 93-36: suing a former client on an unrelated debt matter is permitted under 1.9

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%2093-47.pdf

Original opinion text

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

(FINAL)
ETHICS ADVISORY PANEL
Opinion #93-47, Request #380
Issued July 28, 1993

The inquiring attorney, Attorney A, was a member of law firm A, B, and C for a period during which Attorney B represented Client X for a negotiation of a lease. Attorney A and C did not represent Client X in this matter, did not discuss the matter with Attorney B or the client and did not have actual or imputed knowledge of the representation. Subsequently, law firm A, B and C dissolved. Attorney B continued to represent Client X in other matters. Attorney A represents Client Y who would like to negotiate a lease for the premises leased by Client X. Client X, through his/her attorney, requested that Attorney A withdraw from representing Client Y because Attorney A was a member of the same law firm when Attorney B represented Client X.

The Panel opines that when a law firm dissolution occurs, Rule 1.10 entitled "Imputed Disqualification: General Rule" is applicable. The Rule states that:

(c) 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 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(b) that is material to the matter.

The comments to the Rule caution attorneys when a break up in a law firm occurs.

First, the client previously represented must be reasonably assured that the principle of loyalty to the client is not compromised. Second, the rule of disqualification should not be so broadly cast as to preclude other persons from having reasonable choice of legal counsel. Third, the rule of disqualification should not unreasonably hamper lawyers from forming new associations and taking on new clients after having left a previous association. In this connection, it should be recognized that today many lawyers practice in firms, that many to some degree limit their practice to one field or another, and that many move from one association to another several times in their careers. If the concept of imputed disqualification were defined with unqualified rigor, the result would be radical curtailment of the opportunity to lawyers to move from one practice setting to another and of the opportunity of clients to change counsel.

Based upon the facts as presented to this Panel, the inquiring attorney does not have to withdraw from representing Client Y as long as the matters are not substantially related and the attorney does not have knowledge of information protected by Rules 1.6 and 1.9(b).