Ezel / Ethics Opinions / VTBAR

Could two separate Vermont lawyers share office resources and represent opposite sides of a transaction?

Short answer Opinion 80-15 allowed opposite-side representation where the lawyers shared only limited facilities and did not practice or present themselves as a firm. It called for telling clients they were separate and obtaining no objection after full disclosure; reasonable subletting was also permissible.
Bar
VTBAR
Issued
1980
Source
View Original PDF

Apply this to your situation

This page answers the general question as of 1980. 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 Not binding precedent.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

Two unaffiliated lawyers planned adjacent offices with a shared library, conference room, and equipment. They would not practice or present themselves as partners or associates. They asked about conflicts, representing opposite sides, and one lawyer subletting from the other.

The committee distinguished its Opinion 79-22, where lawyers had also shared file drawers and a secretary and planned discussions of case strategies. Those added forms of sharing threatened client confidences. The more limited arrangement here did not subject the lawyers to the same conflict restrictions as firm members. They could represent opposite sides of real estate transactions and other matters if they made their separateness clear to clients and, after full disclosure, the clients did not object.

The committee also permitted subletting between the lawyers on the stated facts. It said a reasonable rent would make any appearance of improper influence extremely remote.

Currency note

This opinion was issued in 1980 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 Treat this page as historical context, not current guidance.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 a shared library and conference room make the lawyers one firm for conflict purposes?

A: No. The committee treated them as separate under the stated arrangement, unlike the greater sharing in Opinion 79-22.

Q: Could they represent opposite sides of a real estate transaction?

A: Yes, on the stated facts, with clear notice of their separate practices and no client objection after full disclosure.

Q: Could one lawyer sublet office space from the other?

A: The committee allowed it if the rent was within a reasonable range and no improper influence appeared.

Background and rules framework

The opinion applied former Code EC 4-1 on client confidences and EC 9-6 on avoiding the appearance of impropriety.

Citations and references

Vermont Code of Professional Responsibility:

  • EC 4-1, EC 9-6

Other opinion cited:

  • Vermont Opinion 79-22, distinguished because it involved shared files, secretarial work, and case discussions.

See also

Source

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