Who may authorize a trade-association law center to disclose legal advice given to a municipal member's officials?

Plain-English summary

A trade association employed lawyers in a law center to advise its municipal-corporation members. Officials could call for legal advice, but the published ground rules said the municipality was the client. The committee said the law center, rather than the whole association staff, was the relevant law practice. Detailed advice could not be disclosed to nonlawyer association staff without the corporate client's consent after full disclosure.

The committee concluded that a member municipality's governing body could authorize that disclosure. It said a waiver should be written, duly authorized, addressed to the law-center lawyers, and clear about the information, officials, recipients, and method of disclosure. It cautioned that if the ground rules ceased to identify the corporation as the only client, individual officials might also become clients.

Currency note

This opinion was issued in 1997 under Vermont's former Code of Professional Responsibility. The Vermont Supreme Court's rules history states that the Rules of Professional Conduct applied to lawyer conduct after September 1, 1999. Later amendments or opinions may have changed the analysis. Treat this opinion as historical context and verify current rules before relying on it.

Common questions

Q: Was the official who called the law center the client?

A: Under the association's stated ground rules, no. The municipal corporation was the client, even when an official made the request.

Q: Could other trade-association employees receive details of the advice?

A: Only with the municipal client's consent after full disclosure. The committee identified its governing body as the authority to waive confidentiality.

Q: What did the committee say a waiver should specify?

A: It called for written authorization identifying the information, officials, recipients, and means of disclosure.

Background and rules framework

The opinion applied former DR 4-101(C)(1) on consent to disclose confidences and cited EC 4-1. It also discussed proposed Vermont Rules 1.6 and 1.13 as future rules, while deciding the 1997 question under the Code.

Citations and references

Rules of Professional Conduct:

• Vermont Code of Professional Responsibility DR 4-101(C)(1), EC 4-1
• Proposed Vermont Rules of Professional Conduct 1.6 and 1.13, discussed as proposed rules

Other opinions cited:

• Vermont Opinion 96-11, confidentiality of an initial consultation

See also

• Vermont Ethics Op. 15-03: Nonprofit board instructions
• Vermont Ethics Op. 96-11: Initial consultation confidences

Source

• Landing page: Vermont Bar Association disclosure opinions
• Original PDF: Opinion 97-01
• Vermont Supreme Court rules history, “These rules apply to lawyer conduct after September 1, 1999.”