Can a law firm arrange with a charity to represent church members making donations, where the charity pays for the donor's document review and the firm also represents the charity?

Plain-English summary

A law firm asked whether it could enter into a business arrangement with a charitable organization to represent church members wishing to make charitable donations to the church. Under the plan, the charity would recommend the firm to members who asked for an attorney to prepare donation documents, the charity would pay for the prospective donor to have the attorney review the documents, and the firm might also be asked to do legal work on general charity matters unrelated to the giving department.

The committee was of the opinion that the proposed arrangement was impermissible on three grounds. First, it would be a conflict of interest under RPC 1.7(b) if the firm represents the charity on general matters, because under the plan the lawyer's duty to the client/donor competes with the lawyer's duty to the church. Second, it would violate RPC 1.7(b)(2) because the plan does not allow for consultation and full disclosure to the client. Third, the communication between the client/donor and the lawyer is violated under RPC 1.4(b). The committee added that there is a potential danger that the lawyer's professional independence would be compromised because of the third-party employer relationship with the church.

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 Treat this page as historical context, not current guidance.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: Can a charity pay a firm to advise its donors while the firm also represents the charity?

A: The committee said the arrangement would be a conflict of interest under RPC 1.7(b) if the firm represents the charity on general matters, because the lawyer's duty to the donor competes with the duty to the church.

Q: What was wrong with disclosure under the plan?

A: The committee said the plan violates RPC 1.7(b)(2) because it does not allow for consultation and full disclosure to the client, and violates RPC 1.4(b) on lawyer-client communication.

Q: Did the committee flag the third-party payment?

A: Yes. It said there is a potential danger that the lawyer's professional independence would be compromised because of the third-party employer relationship with the church.

Background and rules framework

The opinion applied RPC 1.7 (ABA Model Rule 1.7), the current-client conflict rule, including subsection (b)(2) on consultation and disclosure, and RPC 1.4 (ABA Model Rule 1.4) on keeping the client informed. The committee treated the firm's simultaneous duties to the donor and the church, combined with the charity's role as third-party payer, as creating competing loyalties that the plan failed to cure through consultation and disclosure.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.4 (communication); Washington RPC 1.4(b)
• ABA Model Rule 1.7 (conflict of interest; current clients); Washington RPC 1.7(b), 1.7(b)(2)

See also

• WA Ethics Op. 1014: Parent-Paid Lawyer for a Child
• WA Ethics Op. 1140: Homeowners Association Dual Representation

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=649

Original opinion text

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

Advisory Opinion: 1568
Year Issued: 1994
RPC(s): RPC 1.4; 1.7
Subject: Conflict of interest; lawyer for charity representing potential donors

I have been instructed by the Rules of Professional Conduct Committee to respond to your recent ethics inquiry regarding the provision of legal services for members of charitable organizations. Specifically, the issue presented is whether a law firm can enter into a business arrangement with a charitable organization to represent church members wishing to make charitable donations to the church. The charity want to recommend the firm to members who ask for recommendations for an attorney to prepare the documents for donating to the church. The charity would pay for the prospective donor to have the attorney review the documents. In addition, the law firm may be asked to do legal work on general charity matters unrelated to the giving department. The Committee was of the opinion that the proposed arrangement for representation was impermissible on three grounds: 1) It would be a conflict of interest under RPC 1.7(b) if the firm represents the charity on general matters because under the plan, the lawyer's duty to the client/donor competes with the lawyer's duty to the church. 2) It would violate RPC 1.7(b)(2) because the plan does not allow for consultation and full disclosure to the client; and 3) The communication between the client/donor and the lawyer is violated under RPC 1.4(b).

In addition, there is a potential danger that the lawyer's professional independence would be compromised because of the third party employer relationship with the church.