After a firm dissolves, can a lawyer audit a former partner's client files in which the lawyer has a financial interest?

Plain-English summary

Following a firm dissolution, a lawyer asked about auditing a former partner's files in which the lawyer retained a continuing financial interest. The committee was of the opinion that, before auditing any files, the lawyer needed to determine whether an attorney-client relationship now existed between the lawyer and the client. If it did, the lawyer could have access to the file. If the lawyer did not have a continuing attorney-client relationship, the lawyer could not review the file without complying with the requirements of RPC 1.6(a).

After reviewing the related arbitration decision, the committee also called the lawyer's attention to RPC 1.5(e), which governs the division of fees between lawyers who are not in the same law firm.

Currency note

This opinion was issued in 1989, before the Washington State Bar Association's adoption of the 2006 revisions to the Washington Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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 mentioned here.

Common questions

Q: Could the lawyer audit the former partner's files because of a financial interest?

A: Under this 1989 opinion, the financial interest alone was not the test. Access turned on whether an attorney-client relationship with the client still existed.

Q: What if no attorney-client relationship remained?

A: Then the lawyer could not review the file without complying with RPC 1.6(a)'s confidentiality requirements.

Q: Why did the committee raise the fee-division rule?

A: It pointed to RPC 1.5(e) on dividing fees between lawyers who are not in the same firm, given the dissolved partnership and the arbitration decision.

Background and rules framework

RPC 1.6(a), Washington's version of ABA Model Rule 1.6, protects client confidences and limits a lawyer's access to and disclosure of client information absent the client's consent. RPC 1.5(e), Washington's version of Model Rule 1.5, governs the division of fees between lawyers who are not in the same firm. The committee made the confidentiality rule the gate for auditing the files and flagged the fee-division rule in light of the dissolved partnership.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.6 (confidentiality of information)
• ABA Model Rule 1.5 (fees; division of fees)
• Washington RPC 1.6(a); RPC 1.5(e)

See also

• WA Ethics Op. 1256: Disclosure to Prevent a Crime
• WA Ethics Op. 1249: Client Address to the IRS

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=346

Original opinion text

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

The Committee reviewed your inquiry regarding an audit of your former partner's files in which you have a continuing financial interest. The Committee was of the opinion that before you can audit any files you need to determine whether an attorney/client relationship now exists between you and the client. If it does, you may have access to the file. However, if you do not have a continuing attorney/client relationship, then you may not review the file without complying with requirements of RPC 1.6(a).

Also, after reviewing the arbitration decision, the Committee wanted to call your attention to RPC 1.5(e) regarding the division of fees between lawyers who are not in the same law firm.