Can a lawyer who sits on a hospital foundation board represent clients in matters involving that hospital?

Plain-English summary

The inquiry asked whether a lawyer who sits on a hospital foundation board may represent third parties in matters involving the hospital. The committee answered through RPC 1.7(b).

The committee stated that RPC 1.7(b) makes it a conflict of interest for a lawyer to represent a client if that representation may be materially limited by the lawyer's responsibilities to a third party or by the lawyer's own interests. It concluded the rule applies because, by being on the hospital foundation board, the lawyer may be less aggressive in representing the client than the lawyer would be otherwise. In that event, the committee said, RPC 1.7(b)(2) becomes mandatory, and the representation or membership on the board must be declined unless subsections (1) and (2) of the rule have been satisfied.

Currency note

This opinion was issued in 1998, 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 Treat this page as historical context, not current guidance.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 (conflict of interest: current clients); the "materially limited" branch the committee applied appears in the current Model Rule 1.7(a)(2).

Common questions

Q: Can a lawyer on a hospital foundation board sue or oppose the hospital for a client?

A: The committee concluded RPC 1.7(b) applies because the board seat may make the lawyer less aggressive, so the representation or the board membership must be declined unless the rule's subsections (1) and (2) are satisfied.

Q: Why does the board seat create the conflict?

A: Because, in the committee's view, the lawyer's responsibilities to the hospital foundation may materially limit the representation of the client.

Q: Is declining mandatory?

A: The committee stated that RPC 1.7(b)(2) becomes mandatory, so the representation or the board membership must be declined unless subsections (1) and (2) of the rule have been satisfied.

Background and rules framework

The opinion applied Washington RPC 1.7(b) (conflict of interest where a representation may be materially limited by responsibilities to a third party or the lawyer's own interests), corresponding to ABA Model Rule 1.7. The committee made the analysis turn on whether the lawyer's foundation-board responsibilities would make the lawyer less aggressive for the client, and treated declining as mandatory unless the rule's subsections (1) and (2) were satisfied.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflict of interest: current clients; materially-limited representation); Washington RPC 1.7(b), 1.7(b)(2)

See also

• WA Ethics Op. 1789: Nonprofit Lawyer Meeting Donors
• WA Ethics Op. 1807: LLC Counsel vs. a Minority Member
• WA Ethics Op. 1793: Office-Sharing and Adverse Clients

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1007

Original opinion text

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

Advisory Opinion: 1814
Year Issued: 1998
RPC(s): RPC 1.7(b)
Subject: Conflict of interest; lawyer on hospital foundation board represents third parties in matters involving hospital

The Committee researched and reviewed your inquiry concerning whether a lawyer who sits on a hospital foundation board may represent third parties in matters involving the hospital and determined the following:

RPC 1.7(b) provides that it is a conflict of interest for a lawyer to represent a client if that representation may be materially limited by the lawyer's responsibilities to a third party or by the lawyer's own interests. The rule applies because by being on the hospital foundation board, you may be less aggressive in the representation of your client than if you were not on the foundation. In that event, RPC 1.7(b)(2) becomes mandatory and the representation or membership on the board must be declined unless subsections (1) and (2) have been satisfied.