When a law firm subleases office space to another firm, are the two firms treated as one for conflict-of-interest purposes?

Plain-English summary

A lawyer asked about conflict-of-interest obligations between the lawyer's firm and a tenant law firm subleasing office space from it. The committee was of the opinion that so long as the firms maintained separate operations, including separate support staff, filing systems, and computer network, there is no conflict of interest between the clients of the two firms.

The committee added that if the two firms instead operate physically as though they were a single firm, sharing the support services mentioned above, then the firms would need to develop a screening mechanism to avoid conflicts of interest.

Currency note

This opinion was issued in 1994, 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 Treat this page as historical context, not current guidance.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: Does subleasing space to another firm make the two firms one for conflict purposes?

A: Not by itself. The committee said there is no conflict between the firms' clients so long as the firms keep separate support staff, filing systems, computer network, and the like.

Q: When do the office-sharing firms have to screen for conflicts?

A: The committee said that if the two firms operate physically as though they were a single firm, sharing those support services, they would need to develop a screening mechanism to avoid conflicts of interest.

Background and rules framework

The opinion applied RPC 1.7 (ABA Model Rule 1.7), the current-client conflict rule, and RPC 1.10 (ABA Model Rule 1.10), the imputed-disqualification rule. The committee treated the degree of operational separation, separate staff, files, and computer systems, as the factor that determines whether the two office-sharing firms are treated as distinct or whether their conflicts are imputed across the shared space.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflict of interest; current clients); Washington RPC 1.7
• ABA Model Rule 1.10 (imputation of conflicts of interest); Washington RPC 1.10

See also

• WA Ethics Op. 835: Office Sharing and Client Confidences
• WA Ethics Op. 1304: Office Sharing and Answering the Phone
• WA Ethics Op. 1217: Pro Bono Volunteers and Imputed Conflicts

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=640

Original opinion text

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

Advisory Opinion: 1559
Year Issued: 1994
RPC(s): RPC 1.7; 1.10
Subject: Office sharing; conflict of interest between clients of law firm and tenant firm

The Committee reviewed your inquiry regarding your obligation concerning conflicts of interest between you and a tenant law firm subleasing office space from your firm. The Committee is of the opinion that so long as you maintained separate law firms, including separate support staff, filing systems, computer network, and so on, there is no conflict of interest between clients of the firms. However, if the two firms operate physically as though they were a single firm, sharing the sort of support services mentioned above, then it would be necessary for the firms to develop a screening mechanism to avoid conflicts of interest.