I represented a city and its zoning board members in a federal suit. The members now want the whole file, including my work product, but city officials tell me not to hand it over and the city pays my fees. What must I produce?

Plain-English summary

The inquiring attorney represented a city in Federal Court, where the named defendants were the city and members of the city's zoning board in their official and individual capacities. On the eve of trial, the case against the board members in their individual capacity was dismissed, and the suit proceeded against the city and the members in their official capacities. Afterward, a few zoning board members requested copies of the file, which included correspondence, pleadings, copies of case law, legal memoranda, and interoffice memoranda between attorneys. The attorney asked whether he could produce only public-record documents or had to produce everything, including work product. The city had hired and paid the attorney, and various city officials had directed him not to produce any documents. The attorney argued the city was the client under Rule 1.13 and the members were only constituents, pointing to the dismissal of the individual defendants.

The Panel concluded that the zoning board members are clients and are therefore entitled to the file under Rule 1.17, which requires a lawyer, upon termination, to surrender papers and property to which the client is entitled. It quoted the Supreme Court Disciplinary Counsel's policy: papers prepared for the client's benefit must be furnished without cost of copying; other papers, particularly internal notes, need not be furnished at all, and to the extent the attorney consents to release them, forwarding may be conditioned on a reasonable copying charge; and an attorney must furnish all "end products" whose preparation was paid for by the client, regardless of who pays for copying.

On the city's payment of the legal bill, the Panel cited Rule 1.8(f): regardless of who pays for the legal services, there should not be any interference with the client-lawyer relationship.

Currency note

This opinion was issued in 1994 (Opinion 94-41, issued July 27, 1994), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rules 1.17, 1.13, and 1.8 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 amended these rules. 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.

Common questions

Q: Are co-defendant board members clients entitled to the file, or just constituents of the city?

A: The Panel treated the zoning board members as clients entitled to the file under Rule 1.17, notwithstanding the attorney's argument that only the city was the client under Rule 1.13.

Q: Does the lawyer have to hand over internal work product?

A: Not necessarily. Per the Disciplinary Counsel policy the Panel quoted, papers prepared for the client's benefit and all "end products" the client paid for must be furnished; internal notes need not be furnished at all.

Q: Can the city block production because it pays the fees?

A: No. The Panel cited Rule 1.8(f): regardless of who pays, there should be no interference with the client-lawyer relationship.

Background and rules framework

The opinion interprets Rhode Island Rules of Professional Conduct 1.17 (declining or terminating representation; surrender of the file, the state's counterpart to Model Rule 1.16), 1.13 (organization as client), and 1.8(f) (a third party's payment of fees). The Panel resolved the file dispute by treating the board members as clients under Rule 1.17 and applying Rule 1.8(f) to the city's role as payer.

Citations and references

Rules of Professional Conduct:

• MR 1.16 / RI RPC 1.17 (declining or terminating representation; surrender of papers and property)
• MR 1.13 / RI RPC 1.13 (organization as client)
• MR 1.8 / RI RPC 1.8(f) (payment of fees by a third party; no interference with the client-lawyer relationship)

See also

• RI EAP Opinion 89-13: obligation to forward a client file to a second-opinion attorney
• RI EAP Opinion 2026-04: correspondence with opposing counsel belongs in the client file

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%2094-41.pdf

Original opinion text

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

0646
FINAL

ETHICS ADVISORY PANEL
OPINION #94-41 REQUEST #507
Issued July 27, 1994

The inquiring attorney represented a city in Federal Court. Named defendants were the city and members of the city's zoning board in their official and individual capacities. On the eve of trial, the case against the zoning board members in their individual capacity was dismissed. The suit proceeded against the city and the Board Members in their official capacities. Subsequently, a few zoning board members requested copies of the file which included various correspondence, pleadings, copies of case law, legal memoranda and interoffice memoranda between attorneys. The attorney questions whether or not he/she may produce only those documents which are a public record or whether he/she must produce all documents including the attorney's work product. The attorney states that the city hired the attorney and is paying the legal fees. In addition, various city officials have directed the attorney not to produce any documents. The attorney asks what if any obligation does he/she have to produce the file to the individual defendants. The attorney believes that the city is the client, pursuant to Rule 1.13 and the individual members were only the constituents through whom the city acted. The attorney states that the dismissal of the individual defendants in this matter buttresses this argument.

The zoning board members are clients and are therefore entitled to the file pursuant to Rule 1.17. According to the rule, upon termination a lawyer shall surrender papers and property to which the client is entitled. In addition our Supreme Court Disciplinary Counsel's Office has stated in memorandum form its policy relating to copying client files for the client. The memo states that "Papers which were prepared for the client's benefit must be furnished without cost of copying. Other papers, particularly internal notes, need not be furnished at all and to the extent the attorney consents to release them, forwarding may be conditioned upon a reasonable copying charge." In addition, "An attorney must furnish all 'end products' whose preparation was paid for by the client, regardless of whether the client will pay for copying."

Regarding the inquiring attorney's statement that the city is paying the legal bill, Rule 1.8(f) states that regardless of who pays for the legal services, there should not be any interference with the client-lawyer relationship.