After withdrawing from work that aided a nonlawyer business's unauthorized practice, can a lawyer accept referrals of that business's clients as the business shuts down?

Plain-English summary

A lawyer had agreed to represent personal injury plaintiffs on behalf of a nonlawyer business, then learned the arrangement amounted to assisting the unauthorized practice of law and withdrew. As the business shut down, it asked whether the lawyer would accept referrals of its cases.

The committee was of the unanimous opinion that the lawyer could represent clients previously represented through the nonlawyer business, as long as the lawyer's personal interests did not conflict with the current clients and there was no violation of RPC 1.9.

On whether the lawyer could use a fee agreement that voided the client's previous agreement with the business, and whether the lawyer could still bill the business for unpaid legal fees, the committee decided these were legal questions it could not answer.

Currency note

This opinion was issued in 1993, before the Washington State Bar Association's adoption of the 2006 revisions to the 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 Treat this page as historical context, not current guidance.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 the lawyer take referrals of the business's clients after withdrawing?

A: The committee said the lawyer could represent those clients, as long as the lawyer's personal interests did not conflict with the current clients and there was no RPC 1.9 violation.

Q: Could the lawyer void the clients' prior agreements with the business or still bill the business?

A: The committee said those were legal questions it could not answer.

Background and rules framework

The opinion applied RPC 1.9 (corresponding to ABA Model Rule 1.9), governing duties to former clients. The committee allowed the lawyer to take on the referred clients subject to two checks: no personal-interest conflict with the new clients, and no RPC 1.9 conflict arising from the lawyer's prior involvement. It left the contract and billing questions to the law.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.9 (duties to former clients); Washington RPC 1.9

See also

• WA Ethics Op. 1528: Sharing Offices With an Ancillary Business
• WA Ethics Op. 1521: Representing an Opponent's Former Counsel

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=610

Original opinion text

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

Advisory Opinion: 1529
Year Issued: 1993
RPC(s): RPC 1.9
Subject: Former client conflict.

[The lawyer agreed to represent personal injury plaintiffs on behalf of a nonlawyer business. The lawyer later learned he was assisting the unauthorized practice of law and withdrew from the representation. The business is being shut down, and asked the lawyer if he would accept referrals of their cases.] The Committee was of the unanimous opinion that you could represent clients previously represented by [the nonlawyer business] as long as your personal interests did not conflict with your current clients and as long as there was not a violation of RPC 1.9. With regard to whether you could have a fee agreement which voided the client's previous agreement with [the business], and whether you could still bill [the business] for unpaid legal fees, the Committee decided that these were legal questions which it could not answer.