Can a lawyer take per-project pay from a corporation to do work on behalf of the corporation's clients?
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This page answers the general question as of 1996. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
A lawyer asked about performing work on a per-project basis for a Washington state corporation, on behalf of the corporation's clients. The committee determined that if the work the lawyer is performing consists of the practice of law, then the lawyer may be in violation of RPC 5.4(a) and 5.5(b).
If the work the lawyer is performing is not the practice of law, then the committee said there is no problem with the lawyer performing those services under the Rules of Professional Conduct.
Currency note
This opinion was issued in 1996, 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 Treat this page as historical context, not current guidance.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. Washington's RPC 5.4 and 5.5 correspond to ABA Model Rules 5.4 (professional independence of a lawyer) and 5.5 (unauthorized practice of law).
Common questions
Q: Can a corporation pay a lawyer per project to handle work for the corporation's clients?
A: The committee said that if the work is the practice of law, the lawyer may violate RPC 5.4(a) and 5.5(b); if the work is not the practice of law, there is no problem under the rules.
Q: What is the dividing line the committee drew?
A: The committee made the answer turn on whether the work the lawyer performs consists of the practice of law.
Background and rules framework
The opinion applied RPC 5.4(a) (professional independence of a lawyer, corresponding to ABA Model Rule 5.4) and RPC 5.5(b) (unauthorized practice of law, corresponding to ABA Model Rule 5.5). The committee treated the practice-of-law question as dispositive: a corporation paying a lawyer to perform legal work for the corporation's clients implicates the fee-sharing and unauthorized-practice rules, while non-legal services do not.
Citations and references
Rules of Professional Conduct:
- ABA Model Rule 5.4 (professional independence of a lawyer); Washington RPC 5.4(a)
- ABA Model Rule 5.5 (unauthorized practice of law); Washington RPC 5.5(b)
See also
- WA Ethics Op. 1624: Paying a Paralegal From Court-Awarded Fees
- WA Ethics Op. 1644: Profit-Sharing Plan With Nonlawyer Staff
Source
- Landing page: https://ao.wsba.org/print.aspx?ID=734
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
Advisory Opinion: 1652
Year Issued: 1996
RPC(s): RPC 5.4(a); 5.5(b)
Subject: Division of fees with nonlawyer; lawyer paid by corporation for work on behalf of corporation's clients
The Committee reviewed your inquiry concerning performing work on a per project basis by a Washington state corporation [on behalf of the corporation's clients]. The Committee determined that if the work that you are performing consists of the practice of law, then you may be in violation of RPC 5.4(a) and 5.5(b). If the work you are performing is not the practice of law then there is no problem with you performing these services under the Rules of Professional Conduct.
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