Ezel / Ethics Opinions / VTBAR

Could a lawyer associated with the lease drafter represent a landlord in an eviction under that lease?

Short answer Opinion 79-06 said the lease drafter should not represent the landlord against the tenant, whom the drafter also represented when preparing the lease. It also found the drafter's affiliated lawyer could not take the eviction matter under DR 5-105(D).
Bar
VTBAR
Issued
1979
Source
View Original PDF

Apply this to your situation

This page answers the general question as of 1979. Ask about yours and see what the current Vermont Rules of Professional Conduct say for your facts, with citations.

Disclaimer: Advisory only. Not binding precedent.
About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked on this page as a PDF) is the authoritative source for any reliance.
View original ethics opinion (PDF)

Plain-English summary

The committee addressed a pending eviction suit involving a lease drafted by Attorney B. At the time, B also performed legal work for the tenant, who had no independent counsel for the lease and received no clear warning about possible conflict. The committee assumed B represented only the landlord in drafting the lease but said B had allowed the tenant to believe B represented the tenant in that work.

The committee concluded B should not represent the landlord in an eviction under the lease. It expressly declined to decide whether independent tenant counsel or a clear warning would change the answer. It also distinguished its advice to a lawyer about continuing representation from a court's decision whether to order disqualification.

Attorney A worked with B under a shared firm name but argued they merely shared office space. The committee applied DR 5-105(D)'s language covering any lawyer affiliated with a disqualified lawyer or firm and concluded A could not represent the landlord either.

Currency note

This opinion was issued in 1979 under Vermont's former Code of Professional Responsibility. The Vermont Supreme Court's rules history says the Rules of Professional Conduct replaced the Code and applied to lawyer conduct after September 1, 1999; the court later made comprehensive amendments in 2009. 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 Treat this page as historical context, not current guidance.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: Did the committee decide whether the court should disqualify Attorney A?

A: No. It said it was advising whether A could continue representation under the Code, not deciding the court’s disqualification question.

Q: Could Attorney B represent the landlord in the eviction?

A: No. B had prepared the lease while also representing the tenant and had allowed the tenant to believe B represented the tenant concerning the lease.

Q: Did the shared-office description avoid imputation to Attorney A?

A: No. The committee found A and B affiliated within DR 5-105(D), despite A’s claim that they only shared office space.

Background and rules framework

The committee cited Canon 5 for B’s conflict and DR 5-105(D) for the prohibition extending to affiliated lawyers. It also noted EC 2-11 concerning firm names.

Citations and references

Vermont Code of Professional Responsibility:

  • Canon 5; DR 5-105(D); EC 2-11.

Statute cited:

  • 11 V.S.A. 1208, noted on partners by estoppel.

See also

Source

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