Can a lawyer hired by a partnership keep representing it in a dispute with one partner who is separately represented?

Plain-English summary

The lawyer was employed as counsel for a partnership after a dispute arose between the partnership and one of the partners, who was also a contractor with the partnership. As counsel for the partnership, the lawyer had been negotiating a possible settlement with the contractor partner, who was represented by independent counsel. The lawyer had been given no confidences or secrets of the contractor partner and had never represented him except in his capacity as a member of the partnership.

The committee, adopting General Counsel's letter as its opinion, was of the view that on these facts there was no conflict precluding the lawyer from continuing to represent the partnership. While the lawyer technically had a professional relationship with all of the partners, that would be true for any lawyer and could not present such a conflict as to preclude a lawyer from representing the partnership in a dispute with one of its partners.

Currency note

This opinion was issued in 1991, 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 Treat this page as historical context, not current guidance.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: Can a partnership's lawyer negotiate against one of its partners?

A: Under this 1991 opinion, yes on these facts; with no confidences of the contractor partner and no representation of him except as a partner, the committee found no conflict precluding continued representation of the partnership.

Q: Does the lawyer's relationship with all the partners create a conflict?

A: No. The committee was of the view that the technical relationship with all partners exists for any lawyer and does not by itself preclude representing the partnership against one partner.

Background and rules framework

At the time of this opinion, Washington's RPC 1.7 governed conflicts of interest and RPC 1.9 governed duties to former clients, the subjects the Model Rules place in Rules 1.7 and 1.9. The committee keyed its no-conflict conclusion to the absence of any confidences from, or individual representation of, the contractor partner.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflicts of interest)
• ABA Model Rule 1.9 (duties to former clients)
• Washington RPC 1.7, 1.9

See also

• WA Ethics Op. 1368: Partnership Suing Its Partner
• WA Ethics Op. 1401: Lawyer Buying a Unit From a Client Cooperative

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=488

Original opinion text

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

The following letter from the General Counsel was later adopted by the Committee as its opinion: As I understand the facts, you were employed as counsel for a partnership after a dispute arose between the partnership and one of the partners who was also a contractor with the partnership. As counsel for the partnership, you have been negotiating possible settlement of the dispute with the contractor partner, who is also represented by independent counsel. According to the facts which you present, you have been given no confidences or secrets of the contractor partner nor have you ever represented him except in his capacity as a member of the partnership. It does not appear to me that, under the facts as presented, you have any conflict which would preclude you from continuing to represent the partnership in this situation. While it is true that you technically have a professional relationship with all of the partners, that would be true for any lawyer and could not present such a conflict as to preclude a lawyer from representing the partnership in a dispute with one of its partners.