Could a firm defend a bank against the president of a corporation the firm formerly represented?

Plain-English summary

A firm had defended a corporation in a former employee’s defamation and contract case. Later it took over a bank’s defense against the corporation president’s personal lawsuit over a line of credit. The firm had not represented the corporation in the bankruptcy dispute over that credit line.

The committee concluded that the president was not the firm’s former client merely by serving as the corporation’s officer. Under Rule 1.13, the firm’s client in the earlier suit was the organization. The old employee suit and the president’s bank case were also not substantially related under Rule 1.9(a).

The firm could continue defending the bank under those narrow facts. Rule 1.9(c) still barred it from using or revealing information from its former corporate representation to the corporation’s disadvantage, except as the cited rules allowed.

Currency note

This opinion was issued in 2000, before the Vermont Supreme Court's 2009 amendments to the Rules of Professional Conduct. The court's rules history says those amendments incorporated changes to the ABA Model Rules adopted in 2001-2003. 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 Treat this page as historical context, not current guidance.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.

Common questions

Q: Was the president personally the former client?

A: No. The opinion said the corporation alone was the client in the earlier suit; the president’s office did not create a personal representation.

Q: Were the two suits substantially related?

A: No. The earlier employee dispute was unrelated to the bank line-of-credit dispute handled by separate counsel.

Q: What duty survived the firm’s former representation?

A: Rule 1.9(c) continued to restrict use and disclosure of information relating to the corporation’s representation.

Background and rules framework

The opinion applied Rule 1.9(a) to successive representation, Rule 1.13 to identify the organizational client, and Rule 1.9(c) to continuing information duties. It cited Rules 1.6 and 3.3 as possible exceptions to the information restriction.

Citations and references

Vermont Rules of Professional Conduct:

• Rules 1.9(a), 1.9(c), 1.13, 1.6, 3.3

See also

• Vermont Ethics Op. 17-02: Deceased partner’s former client

Source

• Landing page: VBA conflict of interest opinions
• Original PDF: Vermont Advisory Opinion 00-07
• Rules history: Vermont Rules of Professional Conduct, “The Vermont Rules of Professional Conduct are amended to incorporate comprehensive and significant changes to the American Bar Association's Model Rules of Professional Conduct.”