Can a lawyer represent a trade association and one of its individual members at the same time?

Plain-English summary

The inquiry concerned legal representation of a statewide voluntary association of independent wholesale distributors ("the Association") together with concurrent representation of individual members. The committee gave a three-part response. Whether the Successor Distributor is the lawyer's client is a legal question the committee cannot answer. There is a potential conflict of interest in representing both the Current Distributor (a member of the Association) and the Association, but that conflict may be waivable. The committee could not answer the question about the extent of the lawyer's obligations to the Successor Distributor, because that answer depends on whether the Successor Distributor is a client.

Currency note

This opinion was issued in 1997, 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 Treat this page as historical context, not current guidance.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 1.7 corresponds to ABA Model Rule 1.7 (conflicts of interest).

Common questions

Q: Is representing both an association and one of its members a conflict?

A: The committee said there is a potential conflict of interest in representing both the Current Distributor (a member) and the Association, but that the conflict may be waivable.

Q: Did the committee decide whether the Successor Distributor is a client?

A: No. The committee said whether the Successor Distributor is a client is a legal question it cannot answer, and the lawyer's obligations to it depend on that answer.

Background and rules framework

The opinion applied RPC 1.7 (conflicts of interest, corresponding to ABA Model Rule 1.7) to concurrent representation of an organization and its individual members. The committee identified a potential, possibly waivable, conflict between the member and the Association, and treated the threshold question of who is a client as one of law rather than ethics.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflicts of interest); Washington RPC 1.7

See also

• WA Ethics Op. 1686: Lawyer as Counsel and Board Member
• WSBA Ethics Op. 1160: Conflict Cured by Consent

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=778

Original opinion text

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

Advisory Opinion: 1704
Year Issued: 1997
RPC(s): RPC 1.7
Subject: Conflict of interest; representation of membership organization and individual member of organization

I have been instructed by the Rules of Professional Conduct Committee to respond to your ethics inquiry regarding legal representation of a statewide, voluntary association of independent wholesale distributors ("the Association"), and concurrent representation of individual members of the Association as follows: (1) Whether or not the Successor Distributor is your client is a legal question which the RPC Committee cannot answer. (2) There is a potential conflict of interest in representing both the Current Distributor (a member of the Association] and the Association, but the conflict of interest may be waivable. [3] The Committee cannot answer your question regarding the extent of your obligations to the Successor Distributor because the answer to this question depends on the answer to your question number one.