Can a lawyer who represents a minority shareholder also represent that client's daughter in her divorce from the company's president?

Plain-English summary

Attorney A represented a minority shareholder in a family-owned corporation. The lawyer did not represent the corporation, and no part of the fee came from it. The client's daughter was married to the corporation's president, and divorce proceedings had begun. Dissatisfied with her current lawyer, the daughter asked Attorney A to represent her in the divorce. The question was whether taking on the daughter's divorce would violate the conflict-of-interest rules.

The committee concluded there appeared to be no conflict on the facts presented. Under Rule 1.7(a), which bars representation directly adverse to another client absent the conditions in the rule, it found that the daughter's divorce representation did not appear directly adverse to the shareholder client: the lawyer's duty was to protect the client's personal interests, the lawyer did not represent the corporation and owed it no duty of loyalty, and the client had represented that her interests and her daughter's were the same and would not conflict. The committee cautioned that future circumstances could alter that result.

Turning to Rule 1.7(b), the committee explained that the rule is triggered only when the lawyer has a responsibility to a client or third person and that responsibility would materially limit the lawyer's loyalty in the proposed representation. The first condition was easily met, but the committee had been presented with no facts indicating that Attorney A's responsibilities to the shareholder client or any third party would materially limit the representation of the daughter.

Currency note

This opinion was issued in 1997, before the South Carolina Bar's adoption of the 2005 revisions to the Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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, deadline, or requirement mentioned here.

Common questions

Q: Can a lawyer represent a client and that client's relative in separate matters at the same time?

A: On the facts presented, the committee concluded yes. It found no direct adversity between the shareholder client and her daughter under Rule 1.7(a), and no responsibility that would materially limit the divorce representation under Rule 1.7(b).

Q: Why was there no direct-adversity conflict under Rule 1.7(a)?

A: The committee noted the lawyer's duty was to protect the shareholder client's personal interests, the lawyer did not represent the corporation and owed it no loyalty, and the client stated her interests and her daughter's were the same and would not conflict.

Q: Does the conclusion hold if circumstances change?

A: No. The committee expressly cautioned that circumstances may arise in the future that could alter the result, so the lawyer should remain mindful of that possibility.

Background and rules framework

The opinion interpreted South Carolina RPC 1.7(a) (representation directly adverse to another client) and 1.7(b) (representation materially limited by responsibilities to another client or third person), corresponding to Model Rule 1.7, and quoted the comment that paragraph (a) applies only when the representation of one client would be directly adverse to the other.

Citations and references

Rules of Professional Conduct:

• South Carolina RPC 1.7(a), (b) / Model Rule 1.7: concurrent conflicts of interest.

Cases:

• Anonymous Member of South Carolina Bar, 315 S.C. 141, 432 S.E.2d 467 (1993), cited for the Rule 1.7(b) standard.

See also

• SC Bar Ethics Op. 00-12: Two Drivers From the Same Crash
• SC Bar Ethics Op. 04-04: Representing Two Divorce Clients at Once

Source

• Landing page: https://www.scbar.org/for-lawyers/quicklinks/legal-resources/ethics-advisory-opinions/ethics-advisory-opinion-97-35/

Original opinion text

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

UPON THE REQUEST OF A MEMBER OF THE SOUTH CAROLINA BAR, THE ETHICS ADVISORY COMMITTEE HAS RENDERED THIS OPINION ON THE ETHICAL PROPRIETY OF THE INQUIRER’S CONTEMPLATED CONDUCT. THIS COMMITTEE HAS NO DISCIPLINARY AUTHORITY. LAWYER DISCIPLINE IS ADMINISTERED SOLELY BY THE SOUTH CAROLINA SUPREME COURT THROUGH ITS COMMISSION ON LAWYER CONDUCT.

Ethics Advisory Opinion 97-35

Attorney A represents a minority shareholder in a family owned corporation. Attorney A does not represent the corporation, and no part of his fee for representing the minority shareholder is paid by the corporation. The daughter of Attorney A's client is married to the president of the corporation, although divorce proceedings have commenced. The daughter, dissatisfied with her current attorney, has asked Attorney A to represent her in the divorce proceedings.

QUESTION:
May Attorney A represent the daughter of his client in the divorce proceedings without violating the conflict of interest rules?

SUMMARY:
Attorney A's representation of his client's daughter will not violate Rule 1.7, as there are no facts indicating that the interests of his client and her daughter are directly adverse or that Attorney A's representation will be materially limited by his responsibilities to his client..

OPINION:
The general conflict of interest rules are contained at Rule 1.7 of the South Carolina Rules of Professional Conduct. Rule 1.7(a) provides that a lawyer shall not represent a client if the representation of that client will be directly adverse to another client unless the lawyer reasonably believes that the representation will not adversely affect the relationship with the other client and each client consents after consultation.

Rule 1.7(b) further provides that a lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer's responsibility to another client or third party unless the lawyer reasonably believes that his representation of the other client will not be adversely affected and both clients consent after consultation. See Anonymous Member of South Carolina Bar, 315 S.C. 141, 142-143, 432 S.E.2d 467, 468(1993).

Based on the factual scenario presented, there would appear to be no conflict of interest. Pursuant to Rule 1.7(a), it does not appear, at this time, that Attorney A's representation of his client's daughter will be directly adverse to the client. Attorney A's duty to his client is to protect her personal interests. Attorney A does not represent the corporation and, therefore, owes no duty of loyalty to it. The Comment to Rule 1.7 provides that paragraph (a) "applies only when the representation of one client would be directly adverse to the other." Attorney A has represented that the interests of the client and her daughter are the same and will not conflict.

Attorney A should be mindful of the fact that circumstances may occur in the future which may alter this result.

In order for Rule 1.7(b) to be triggered, two conditions must exist. First, Attorney A must be found to have a responsibility to a client or third person. Second, it must be found that this responsibility is one which would materially limit the loyalty of the attorney to the client in the proposed representation. The first condition is easily met. In regards to the second condition, the committee has not been presented with any facts indicating that Attorney A's responsibilities to his client or third party will materially limit his representation of her daughter.