When a city attorney represents the city as an organization, does the lawyer owe confidentiality to individual officials like the mayor or council members, and can separate office lawyers be screened from each other?

Plain-English summary

The opinion addresses a city attorney who, under the city charter, serves as chief legal advisor to the council, the mayor, the chief administrative officer, and all city departments. The committee accepts the requestor's premise that the city attorney has one organizational client, the city, which acts through its constituents, and notes that whether a constituent also becomes a personal client is a question of law beyond its purview. Under Rule 1.13(a), a lawyer for an organization represents the organization acting through its duly authorized constituents, not the constituents individually.

On confidentiality, the committee concludes the city attorney has no ethical duty to withhold from one constituent information obtained from another, unless the organization directs otherwise, and may sometimes be required to disclose constituent information to others within the organization. A constituent's communication in an organizational capacity is protected under Rule 1.6, but that duty and the privilege belong to the city, not the individual constituent. The city attorney must keep the client reasonably informed under Rule 1.4(a), must follow the organization's adopted policies under Rule 1.2(a), and under Rule 1.13(b) may need to disclose within the organization to prevent substantial injury to it. Where a proposed ordinance creates adversity between a constituent and the organization, the city attorney should advise that constituent to obtain independent counsel, consistent with Rule 1.13's Comment [10].

On structure, the committee concludes the city attorney may not assign separate office lawyers to represent the council and the administration under an arrangement that walls those lawyers off from each other, because all the office's lawyers represent the city and the arrangement would evade the Rule 1.4 duty to keep the client informed; an informational screen would be ethical only with all constituents' consent after full disclosure, which tends to negate the screen. Where constituents are directly adverse, Rule 1.13(e) lets the city attorney apply the Rule 1.7 conflicts analysis and proceed only with the organization's informed consent. The committee adds that the city attorney may continue representing constituents who merely disagree on policy or legal issues unless the conflict materially limits his representation of the city, and that no conflict arises simply because a constituent disagrees with the lawyer's advice, since under Rule 2.1 the lawyer owes candid, independent advice to the organization.

In practice

Under the Virginia rules as they stood when the opinion issued, the committee holds that a city attorney's client is the city as an organization (Rule 1.13(a)), not its individual constituents, so the lawyer generally need not keep information from one constituent confidential from another and may have to share it to keep the city informed under Rule 1.4(a); confidentiality and privilege belong to the city, not the constituent. The opinion holds that the city attorney must follow the organization's adopted policies (Rule 1.2(a)), should counsel a constituent whose interests become adverse to the city to obtain independent counsel (Rule 1.13), and may not assign and screen separate office lawyers to wall off constituents without the organization's informed consent. It holds the city attorney may keep representing constituents who merely disagree unless the conflict materially limits his representation of the city, and that a constituent's disagreement with the lawyer's advice does not itself create a conflict, given the Rule 2.1 duty of candid, independent advice to the organization.

Common questions

Q: Who is the city attorney's client, the city or its officials?

A: The city. The opinion concludes that under Rule 1.13(a) the city attorney represents the organization acting through its constituents, and that whether a constituent also becomes a personal client is a legal question beyond the committee's purview.

Q: Must the city attorney keep one official's communications secret from another?

A: Generally no. The opinion concludes the city attorney has no ethical duty to withhold information obtained from one constituent from another, unless the organization directs otherwise, because the confidentiality duty and privilege belong to the city, and the lawyer may have to disclose within the organization to keep the city informed.

Q: Can the city attorney assign separate office lawyers to the mayor and council and screen them?

A: Not without consent. The opinion concludes the city attorney may not screen office lawyers to wall off constituents, because all the office's lawyers represent the city; such a screen would be ethical only with all constituents' informed consent, which tends to negate it.

Q: Is it a conflict when constituents disagree, or when one dislikes the lawyer's advice?

A: Not by itself. The opinion concludes the city attorney may continue representing constituents who merely disagree unless the conflict materially limits his representation of the city, and that a constituent's disagreement with candid advice under Rule 2.1 does not create a conflict; when a constituent's interests become adverse to the city, the lawyer should advise that constituent to get separate counsel.

Background and rules framework

The opinion interprets Rule 1.13 of the Virginia Rules of Professional Conduct (Model Rule 1.13) on the organization as client, including Rule 1.13(a), (b), (d), and (e). It applies Rule 1.6 (Model Rule 1.6) on confidentiality, Rule 1.4(a) (Model Rule 1.4) on keeping the client informed, Rule 1.2(a) (Model Rule 1.2) on abiding by the client's decisions, Rule 1.7 (Model Rule 1.7) on concurrent conflicts, and Rule 2.1 (Model Rule 2.1) on independent, candid advice. It references the city charter and the parallel Attorney General statute (Va. Code §2.2-507(A)).

Citations and references

Rules of Professional Conduct:

• Model Rule 1.13 / Va. Rule 1.13(a), (b), (d), (e) (organization as client; constituents)
• Model Rule 1.6 / Va. Rule 1.6 (confidentiality runs to the organization)
• Model Rule 1.4 / Va. Rule 1.4(a) and Model Rule 1.2 / Va. Rule 1.2(a) (keep the client informed; abide by client decisions)
• Model Rule 1.7 / Va. Rule 1.7 (concurrent conflicts among constituents)
• Model Rule 2.1 / Va. Rule 2.1 (independent professional judgment; candid advice)

Statutes:

• Va. Code §2.2-507(A) (Attorney General representing multiple state agencies; cited as a parallel)

See also

• ABA Formal Op. 97-405: Conflicts in Representing Government Entities
• VSB Ethics Op. 1841: Council Member Challenging an Ordinance the Lawyer Voted to Adopt

Source

• Landing page: https://vsb.org/Site/about/rules-regulations/leo-opinions.aspx
• Original PDF: https://www.vsb.org/common/Uploaded%20files/LEOs/1836.pdf

Original opinion text

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

Committee Opinion
May 6, 2008
LEGAL ETHICS OPINION 1836

CONFLICTS OF INTEREST INVOLVED WHEN
CITY ATTORNEY PROVIDES LEGAL
SERVICES TO MULTIPLE CONSTITUENTS
WITHIN AN ORGANIZATION.

You have presented hypothetical situations in which a City Attorney operates under a
government structure in which a Mayor, popularly elected in a citywide election, serves as the
chief executive officer of City. In addition, the Mayor appoints a Chief Administrative Officer
to administer the day-to-day operations of the City government. Pursuant to the City’s Charter,
the City Attorney represents the City, as an organization, and its constituents. The General
Assembly approves the City’s Charter, and any amendments thereto, which take effect upon the
Governor’s signature. The Charter’s language in Section 4.17 regarding the City Attorney’s role
reads:
The city attorney shall be the chief legal advisor of the council, the mayor, the
chief administrative officer and all departments, boards, commissions, and
agencies of the city in all matters affecting the interests of the city. The city
attorney shall perform particular duties and functions as assigned by the council.
The city attorney shall be appointed by the council, shall serve at its pleasure, and
shall devote full time and attention to the representation of the city and the
protection of its legal interests. The city attorney shall have the power to appoint
and remove assistants or any other employees as shall be authorized by the
council and authorize any assistant or special counsel to perform any duties
imposed upon him in this charter or under general law. The city attorney may
represent personally or through one of his assistants any number of city officials,
departments, commissions, boards, or agencies that are parties to the same
transaction or that are parties in the same civil or administrative proceeding and
may represent multiple interests within the same department, commission, board
or agency. In matters where the city attorney determines that he is unable to
render legal services to the mayor, chief administrative officer, or city
departments or agencies under the supervision of the chief administrative officer
due to a conflict of interests, the mayor, after receiving notice of such conflict,
may employ special counsel to render such legal services as may be necessary for
such matter.
In your analysis, the next to the last sentence in the foregoing paragraph roughly parallels
language in Virginia Code § 2.2-507 (A) concerning the Attorney General’s provision of legal
services to agencies of the Commonwealth of Virginia. 1
1

Virginia Code §2.2-507 (A) states in pertinent part: “The Attorney General may represent personally or through
one or more of his assistants any number of state departments, institutions, divisions, commissions, boards, bureaus,
agencies, entities, officials, courts, or judges that are parties to the same transaction or that are parties in the same
civil or administrative proceeding and may represent multiple interests within the same department, institution,
division, commission, board, bureau, agency, or entity. Upon request of the local attorney for the Commonwealth,
the Attorney General may provide legal service in civil matters for soil and water conservation district directors or
districts.

Committee Opinion
May 6, 2008

Before addressing the issue you raise, the Committee believes it is important to discuss the role
of an attorney representing a local governmental entity. Without deciding the issue, the
Committee accepts your conclusion that the City Attorney has one organizational client, the City,
which acts through various constituents (Mayor, CAO, Council, etc.) 2. Whether a constituent
may also become a “client” of the City Attorney is a question of law beyond the purview of this
Committee. 3 Generally, under Rule 1.13 of the Virginia Rules of Professional Conduct, a lawyer
representing an organization does not, simply by virtue of his status as lawyer for the
organization, represent the organization’s constituents. Rather, “a lawyer employed or retained
by an organization represents the organization acting through its duly authorized constituents.”
Rule 1.13 (a).
Hypothetical A
At the request of a Council member, the City Attorney drafts a proposed resolution, which if
adopted, would request that the General Assembly make specific amendments to the City
Charter. The City Attorney employs a legislative drafting practice used by the Virginia Division
of Legislative Services, under which the City Attorney does not disclose a legislative drafting
assignment received from either the City Administration 4 or a member of Council until the
legislation is introduced at a Council meeting. 5 All parties normally learn about the existence of
proposed legislation upon its introduction at a Council meeting. However, the Administration
believes that it should be advised of the contents of any proposed legislation, in advance of the
2

This opinion is based on the City Attorney’s construction of the Charter that, absent other specific factual
circumstances, the City Attorney has only one client—the City—and that his representation of the City does not
automatically create an attorney-client relationship with the Mayor, Council or other constituents of the City.
However, the first sentence in Section 4.17 of the Charter reads: “The city attorney shall be the chief legal advisor
of the council, the mayor, the chief administrative officer and all departments, boards, commissions, and agencies of
the city in all matters affecting the interests of the city.” While statutory construction is beyond the purview of the
committee, the committee is concerned that the quoted language can be read as creating multiple clients for the City
Attorney. If that were the case, the conflicts analysis in this opinion would be materially different.
3

While a lawyer for an organization is said generally to have one client—the organization—there may be
circumstances when a lawyer for an organizational client also establishes separate attorney-client relationships with
individual constituents of the organization (officers, employees, directors, etc). Whether an attorney-client
relationship is created between the City Attorney and a constituent is a legal issue beyond the committee’s purview.
Rule 1.13 (e) acknowledges that a constituent may be personally represented by the organization’s lawyer, but then
cautions that the lawyer is subject to the requirements of Rule 1.7 governing the concurrent representation of
multiple clients. In dealing with a constituent, the City Attorney must remind the constituent that he represents the
City, and not the constituent, if it is apparent that the City’s interests are adverse to the constituent with whom the
City Attorney is dealing. Rule 1.13 (d). In the final analysis, whether an organizational lawyer will be treated as
having acted as a lawyer on behalf of a constituent will be based on the constituent’s reasonable belief that the
organization’s lawyer was acting in such a capacity.
4

The City Administration consists of the Mayor, the Chief Administrative Officer and all of the City employees
that report to the Mayor and the Chief Administrative Officer.

5

The Committee assumes the City Attorney’s practice of not giving advance notice of a proposed ordinance is
pursuant to a properly adopted policy or directive of the organization. However, if this is not the case, the practice
may be inconsistent with the City Attorney’s communication obligation under Rule 1.4 .

Committee Opinion
May 6, 2008
Council meeting, where such proposed legislation, if enacted by the General Assembly, would
weaken or dilute the powers of the Mayor.
At the request of a Council member, the City Attorney prepares an ordinance which, if
adopted, would establish certain parameters and regulations under which all commissions or
similar entities established by Council or the Mayor would operate. Like all ordinances and
resolutions introduced before the Council, the proposed draft bears on its face this text:
“Approved as to form and legality by the City Attorney” and, in the City Attorney’s opinion, is
legal. After the proposed ordinance is introduced before the Council, the Administration issues a
memorandum opining that the provisions of the ordinance, as applied to the Mayor, are both
unconstitutional and in violation of the Freedom of Information Act. The Administration
believes that the City Attorney either should have advised the Council member that the proposed
ordinance was illegal or informed the Administration of the Council member’s intent to
introduce the proposed ordinance.
Questions Presented
1. Where an attorney represents a governmental organization and also designated constituents
of that organization, does the attorney have an ethical obligation to maintain as confidential
information obtained from one constituent while concurrently providing legal services to another
constituent? Conversely, is the attorney required to reveal information obtained in the course of
performing legal services for one constituent to other constituents within the organization?
Answer
Under the circumstances presented, the City Attorney does not have any ethical obligation to
withhold from one constituent information obtained from another constituent within the
organization, unless the organization has directed otherwise. 6 Conversely, there may be
situations in which the City Attorney is required to reveal information obtained in the course of
providing legal services to one constituent to other constituents within the organization. 7
Discussion
Your first question asks whether the City Attorney may ethically disclose or withhold
information obtained from one constituent when it is hostile to a different constituent. When one
of the constituents of an organization communicates with the organization’s lawyer in that
person’s organizational capacity, the communication is protected under Rule 1.6. See Rule 1.13,
Comment [2]. However, this duty of confidentiality is owed to the “client,” i.e., the City, and not
to the “constituent” with whom the City Attorney is communicating. Rule 1.6 prohibits the City

6

Rule 1.2 (a). The hypotheticals presented in this opinion do not present an internal investigation of the type
addressed in Rule 1.13, Cmt. [2]. All the constituents in the hypotheticals are members of a governing body.

7

“Constituents” considered in this opinion are limited to those presented in the hypothetical posed and do not
include constituents which may be involved in other jurisdictions such as a school board, department of social
services, etc.

Committee Opinion
May 6, 2008
Attorney from revealing information protected under the attorney-client privilege; however, this
privilege belongs to the organizational client, not its constituents.
One of the most fundamental ethical duties a lawyer owes to a client is the duty to keep the
client reasonably informed about matters which the lawyer is handling for the client. Rule 1.4
(a). In order to discharge this ethical duty, and competently represent the interests of the City,
the City Attorney may need to disclose information obtained from a constituent within the
organization to others. Also, there may be situations where the City Attorney cannot honor a
request that information obtained from a constituent be kept confidential, where disclosure
within the organization is necessary to prevent or mitigate severe injury to the organization or to
address an action or omission or a violation of law which reasonably might be imputed to the
organization, and is likely to result in substantial injury to the organization. Under those
circumstances, a lawyer must proceed as is reasonably necessary in the best interests of the
organization, including the disclosure of information to other constituents or higher authority
within the organization. Rule 1.13 (b).
However, if the organization’s adopted policy is to not provide advance notice of a proposed
ordinance, then the City Attorney is obligated to follow the directions of the organization. Rule
1.2 (a) requires a lawyer to abide by the client’s decisions regarding the representation. In the
absence of direction from the organization, the City Attorney’s communication duties are
governed by Rule 1.4 (a), which requires that a lawyer keep a client reasonably informed; and
Rule 1.13 (d), requiring an organization’s lawyer to clarify his role when communicating with a
constituent if the lawyer believes that interests of the organization and the constituent have
become adverse. Absent an organizational policy, the City Attorney’s decision to disclose to the
Administration the proposed ordinance must be guided by the City Attorney’s independent
professional judgment acting in accordance with what he reasonably believes to be in the best
interests of his client, the City. Such a factual and/or legal determination cannot be made by this
Committee and is beyond its purview.
The City Attorney must also consider the conflict of interest created by working on a proposed
ordinance that creates direct adversity between a constituent, such as a Council member or
Mayor, and the organization. These circumstances may trigger the City Attorney’s duty to ask
the Council Member or Mayor to engage independent counsel. The Committee observes that
this would be consistent with the City Attorney’s ethical duties under Rule 1.13 as expressed in
Comment [10]:
When the organization’s interest may be or become adverse to those of one or
more of its constituents, the lawyer should advise any constituent, whose interest
the lawyer finds adverse to that of the organization of the conflict of interest, that
the lawyer cannot represent such a constituent, and that such person may wish to
obtain independent representation.
2. Where an attorney represents a governmental organization, including a council of elected
officials as a constituent, does the attorney have an ethical obligation to reveal to or withhold
from one member of that council confidential information provided or requests for legal services
made by another member of that council?

Committee Opinion
May 6, 2008

Answer
The City Attorney does not have an ethical duty to withhold information obtained from one
member of Council, but the City Attorney may have an ethical duty to disclose to the other
members of Council information obtained from a Council member if disclosure is necessary for
the City Attorney to carry out the representation of the City.
Discussion
The discussion and analysis in response to your first question applies equally to your second
question. An individual member of an elected body (i.e., Council) is a “duly authorized
constituent” of that public body. This does not make the individual Council member a “client”
of the City Attorney. The City Attorney has no ethical duty to keep confidential information
obtained from a single Council member. In fact, the City Attorney may believe that disclosure of
such information to others within the organization is authorized or required in order to diligently
and competently carry out his representation of the City.
3. Does the City Attorney have an ethical duty to disclose to the Administration the proposed
ordinance?
Answer
As discussed above, if the organization’s adopted policy is to not provide advance notice of a
proposed ordinance, then the City Attorney is obligated to follow the directions of the
organization. Rule 1.2 (a) requires a lawyer to abide by the client’s decisions regarding the
representation. In the absence of direction from the organization, the City Attorney’s
communication duties are governed by Rule 1.4 (a), which requires that a lawyer keep a client
reasonably informed; and Rule 1.13 (d), requiring an organization’s lawyer to clarify his role
when communicating with a constituent if the lawyer believes that interests of the organization
and the constituent have become adverse. If there is no organizational policy, whether the City
Attorney must disclose to the Administration the proposed ordinance must be guided by the City
Attorney’s independent professional judgment acting in accordance with what he reasonably
believes to be in the best interests of his client, the City. Such a factual and/or legal
determination cannot be made by this Committee and is beyond its purview.
Hypothetical B
Pursuant to the Charter, the legal services of the City Attorney are available upon request to all
constituents of the City organization, including the Council, the Mayor, the Chief Administrative
Officer, and all agencies, boards, commissions and departments of the City government. 8 While
the Council and the agencies, boards, commissions, and departments of the City government
regularly avail themselves of these legal services, the Mayor and the Chief Administrative
Officer do so only infrequently.
8

“Constituents” considered in this opinion are limited to those presented in the hypothetical posed and do not
include constituents which may be involved in other jurisdictions such as school boards, Departments of Social
Services….

Committee Opinion
May 6, 2008

The Mayor has expressed to the City Attorney that he has a lack of trust in the City Attorney
and therefore a need for the Mayor to have the benefit of his own ongoing legal counsel. The
City Attorney has offered to the Mayor one of his assistants to serve as ongoing legal counsel to
the Mayor. However, the Mayor has rejected this offer, insisting that the Charter specifically
designates the City Attorney as the chief legal advisor for the Mayor. Notwithstanding the
Mayor’s lack of trust in the City Attorney, the Mayor, from time to time, chooses to confide in
the City Attorney, but requests that the City Attorney not share with the Council any information
the City Attorney obtains while representing the Mayor. In addition, the Mayor has requested
that the City Attorney designate two assistants, rather than the City Attorney, to represent the
interests of the Council.
The City Attorney has responded to the Mayor that he is willing to make himself available to
provide legal services to the Mayor and that his policy is to make all resources of his office,
including attorneys with concentration and expertise in different practice areas, available to all of
the constituents the Charter obligates him to represent. However, the City Attorney has advised
the Mayor that he cannot agree to maintain the confidentiality of individual constituents, in
advance and without knowledge of the substance of the information, due to the requirements of
Rules 1.4 and 1.6 of the Virginia Rules of Professional Conduct. The City Attorney has further
advised the Mayor that, as between constituents the privilege does not attach. 9 In addition, the
City Attorney advised the Mayor that he cannot agree to represent the Mayor, to the exclusion of
the Council, because of the Charter’s language requiring the City Attorney to represent all of the
constituents of the City government, including the Council.
Questions Presented
This hypothetical raises a number of questions for which you seek guidance since the City
Attorney is charged by a special law enacted by the General Assembly (the Charter) to represent
all constituents of a governmental organization.
4. May the City Attorney designate subordinate attorneys from his office to represent Council
and the Administration under an arrangement where those separate attorneys do not share with
their supervisors or any other attorney in the office confidential information obtained from the
constituent during the course of the representation?
Answer
Absent authorization or direction from the organizational client, in the arrangement described
the City Attorney may not avoid his Rule 1.4 obligation to keep his client reasonably informed
by assigning specific lawyers in his office to work with designated constituents. The
organization is the client, not the constituents, and all the attorneys in the City Attorney’s office
represent the City. It seems highly unlikely that the City Attorney could get the needed
authorization or direction from the client because of the specific wording of this charter. Further,
assuming the Mayor and Council are directly adverse on a particular issue, Rule 1.7 would
9

See Rule 1.7, Comment [30].

Committee Opinion
May 6, 2008
require the organization’s informed consent to erect a “screen” between lawyers in the same
office representing the Mayor, on one hand, and Council on the other.
Discussion
Although an organization may adopt appropriate procedures for managing internal conflict
issues; the screening procedure proposed here is not provided for under the charter nor has it
been authorized by the client. An informational screen, such as you have proposed, would only
be ethical if all constituents consented to such a screen after full disclosure and consent. Full
disclosure, in order to gain the appropriate consent, is at the heart of the problem since full
disclosure negates the screening of the information.
However, if there is direct adversity between constituents then Rule 1.13(e) 10 allows the City
Attorney to employ the conflicts analysis of Rule 1.7 11 to determine whether or not he can
proceed in representing adverse constituents. Pursuant to Rule 1.7, the City Attorney could
provide representation to directly adverse constituents if he believes his office can provide
competent and diligent representation to each constituent and the client consents to the
representation after consultation. When the constituents are directly adverse, disclosure is easier
to obtain in that the adversity is already apparent. The authorization must then come from the
organizational client through its authorized constituents.
The charter does authorize the Mayor to employ special counsel when the City Attorney
determines that, due to a conflict of interest, he in unable to render legal services to a constituent,
including the Mayor and Chief Administrative Officer.

5.
May the attorney continue to represent two constituents when they disagree on legal or
policy issues?
10

Rule 1.13(e) A lawyer representing an organization may also represent any of its directors, officers, employees,
members, shareholders, or other constituents, subject to the provisions of Rule 1.7. If the organization’s consent to
the dual representation is required by Rule 1.7, the consent shall be given by an appropriate official of the
organization other than the individual who is to be represented, or by the shareholders.
11

Rule 1.7 Conflict of Interest: General Rule
(a)
Except as provided in paragraph (b), a lawyer shall not represent a client if the representation
involves a concurrent conflict of interest. A concurrent conflict of interest exists if:
(1)
the representation of one client will be directly adverse to another client; or
(2)
there is significant risk that the representation of one or more clients will be materially
limited by the lawyer’s responsibilities to another client, a former client or third person or by a
personal interest of the lawyer.
(b)
Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer
may represent a client if each affected client consents after consultation, and:
(1)
the lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client;
(2)
the representation is not prohibited by law;
(3)
the representation does not involve the assertion of a claim by one client against another
client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4)
the consent from the client is memorialized in writing.

Committee Opinion
May 6, 2008
Answer
The City Attorney may continue to represent constituents even when they disagree on legal or
policy issues unless the conflict materially limits the City Attorney’s representation of the City’s
interests or interferes with the City Attorney’s exercise of independent professional judgment on
behalf of the City.
Discussion
The mere fact that the Council or Mayor disagree on policy or legal issues does not necessarily
create a conflict of interest for the City Attorney, precluding him from continuing to serve as
their chief legal advisor under the Charter. It is not unusual for organizational constituents to
disagree with one another. In such a case, the attorney’s ethical obligation is to the organization,
and the organization must resolve its conflicts through its own procedures. However, when the
interest of one constituent becomes or may become adverse to that of the organization, then the
lawyer should counsel that constituent to obtain separate representation. Rule 1.13, Comment
[10].
The hypothetical presents some instances of mere internal disagreement and other instances of
organizational adversity to a constituent. The City Attorney may continue to represent the
organization in the first instances, but he must counsel the adverse party to obtain separate
counsel in the latter.
6.
Does an ethical conflict arise when one constituent believes that the attorney’s legal
conclusions favor another constituent and disagrees with those conclusions?
Answer
An ethical conflict does not arise because one constituent disagrees with the City Attorney’s
advice. The City Attorney owes his ethical duties to the organization, the City, and not its
constituents.
Discussion
Rule 2.1 requires the City Attorney, as an advisor, to exercise independent professional
judgment and render candid advice. Comment [1] to Rule 2.1 recognizes that such advice may
be unpleasant to the client and the lawyer should not be deterred from giving such advice by the
prospect that the advice will not be palatable to the client. The City Attorney, in his role as chief
legal advisor to the City and the constituents named in the Charter, may render legal opinions or
conclusions with which a constituent might strongly disagree or perceive as favoring another
constituent. The provision of such legal advice would be consistent with the City Attorney’s role
as lawyer for the entire organization and would not be a conflict of interest. Moreover, an
attorney serving in his role as an advisor may be ethically driven to candidly tell his client things
the client does not want to hear.

Committee Opinion
May 6, 2008
This opinion is advisory only, based on the facts presented and not binding on any court or
tribunal.