I am legal counsel to a town's school committee. Can I represent a client before a state agency where the town itself is the adverse party?

Plain-English summary

The inquiring attorney represents a client in an action before a state agency in which Town A is an adverse party. The attorney also acts as legal counsel to the school committee of Town A. The attorney asked whether representing the client presents a conflict of interest.

The opinion applies Rule 1.7(a), which bars representing a client whose representation will be directly adverse to another client unless the lawyer reasonably believes the representation will not adversely affect the relationship with the other client and each client consents after consultation.

The opinion notes the attorney is appointed as legal counsel by the school committee to represent it (citing R.I.G.L. 1956 (1988 Reenactment) §§16-2-9 and 16-3-11), so the attorney has a client-lawyer relationship with the school committee but not with Town A. It concludes Rule 1.7(a) does not preclude the attorney from representing the client before the state agency, because the attorney does not represent Town A and is therefore not representing clients with adverse interests. The opinion notes its guidance is restricted to the Rules of Professional Conduct and does not reach the State Ethics Code or other laws.

In practice

Under this opinion, representing a town's school committee does not make the town itself the lawyer's client for Rule 1.7 purposes. Because the opinion finds no client-lawyer relationship with Town A, it treats the representation against the town as involving only one client (the agency client), so there is no directly adverse concurrent representation under Rule 1.7(a). The opinion expressly leaves State Ethics Code and other-law questions outside its scope.

Common questions

Q: Is the town my client if I represent its school committee?

A: Not under this opinion. It finds the attorney's client-lawyer relationship is with the school committee, appointed under R.I.G.L. §§16-2-9 and 16-3-11, and not with Town A.

Q: Can I take a matter adverse to the town before a state agency?

A: On these facts, yes. The opinion concludes Rule 1.7(a) does not preclude the representation because the attorney does not represent Town A.

Q: Does the Panel address other laws that might apply?

A: No. The opinion limits itself to the Rules of Professional Conduct and does not reach the State Ethics Code or other rules, regulations, or laws.

Background and rules framework

The opinion interprets Rhode Island Rule of Professional Conduct 1.7(a) (conflict of interest: general rule), the analog of Model Rule 1.7. Rule 1.7(a) bars directly adverse concurrent representation absent the lawyer's reasonable belief and each client's consent; the opinion applies it to conclude there is no adverse concurrent representation where the town is not the lawyer's client. It cites R.I.G.L. §§16-2-9 and 16-3-11 for the school committee's appointment of counsel.

Citations and references

Rules of Professional Conduct:

• MR 1.7 / RI RPC 1.7(a) (conflict of interest; directly adverse representation)

Statutes:

• R.I.G.L. 1956 (1988 Reenactment) §§16-2-9 and 16-3-11 (school committee's appointment of legal counsel)

See also

• RI EAP Opinion 93-74: water board counsel's firm appearing before the zoning board under 1.7
• RI EAP Opinion 93-51: may represent a former client's employer before the same board with consent under 1.7

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%2093-79.pdf

Original opinion text

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

(FINAL)
ETHICS ADVISORY PANEL
OPINION #93-79, REQUEST #421
Issued October 5, 1993

The inquiring attorney represents a client in an action before a state agency. Town A is an adverse party to the action. The inquiring attorney also acts as legal counsel to the school committee of Town A. The inquiring attorney asks whether his/her representation of the client presents a conflict of interest.

Rule 1.7 entitled "Conflict of Interest: General Rule" provides in pertinent part as follows:

(a) A lawyer shall not represent a client if the representation of that client will be directly adverse to another client, unless:
(1) the lawyer reasonably believes that the representation will not adversely affect the relationship with the other client; and
(2) each client consents after consultation.

In this case, the inquiring attorney is appointed as legal counsel by the school committee to represent it. See, R.I.G.L. 1956 (1988 Reenactment) §§16-2-9 and 16-3-11. Thus, the inquiring attorney has a client/lawyer relationship with the school committee. The inquiring attorney does not have a client/lawyer relationship with Town A. The Panel concludes that Rule 1.7(a) does not preclude the inquiring attorney from representing the client before the state agency because he/she does not represent Town A and is therefore not representing clients with adverse interests.

The Panel's guidance is restricted to interpretations of the Rules of Professional Conduct and does not extend to issues under the State Ethics Code or any other rules, regulations or laws that may have bearing on the issue raised by this inquiry.