Conflict of Interest Letter

Conflict of Interest Disclosure and Waiver Request

[LAW FIRM NAME]
[Firm Address]
[City, State ZIP]
[Phone] | [Email]
[Website]

Date: [__/__/____]

VIA: ☐ First Class Mail ☐ Email ☐ Certified Mail ☐ Hand Delivery

PRIVILEGED AND CONFIDENTIAL

[Client Name]
[Client Address]
[City, State ZIP]

Re: Conflict of Interest Disclosure and Consent Request
Your Matter: [________________________________]
Our File No.: [____________________]

Dear [Mr./Ms./Mx. Client Last Name]:

I am writing to disclose a potential conflict of interest that has arisen in connection with our firm's representation. Under the Rules of Professional Conduct, I am required to inform you of this situation and obtain your informed consent before proceeding.

Please read this letter carefully. Your understanding and consent are essential, and you have the right to seek independent legal counsel before deciding whether to consent.

Type of Conflict

The conflict at issue involves:

☐ Current Client Conflict (Rule 1.7): Our firm currently represents or seeks to represent another client whose interests may be adverse to yours or where our representation of you may be materially limited by our responsibilities to another client.

☐ Former Client Conflict (Rule 1.9): Our firm previously represented a client in a matter related to your current matter, which may create a conflict.

☐ Personal Interest Conflict: A personal interest of the attorney or firm may affect representation.

☐ Joint Representation: You are asking us to represent multiple clients in the same or related matters.

☐ Business Transaction with Client: A proposed business transaction between the firm and you.

☐ Other: [________________________________]

Description of the Conflict

The Situation

[Provide a clear, detailed description of the conflict, including the relevant facts]

[________________________________]

[________________________________]

[________________________________]

Parties Involved

Nature of the Adverse Interest

[Explain specifically how the interests may be or become adverse]

[________________________________]

[________________________________]

Potential Risks and Adverse Consequences

If you consent to waive this conflict, the following risks and adverse consequences may arise:

To You

☐ Divided Loyalty: Our firm may have obligations to another client that could limit our advocacy on your behalf.

☐ Limited Advocacy: We may not be able to pursue certain strategies, arguments, or positions on your behalf.

☐ Disclosure Limitations: Information from another representation may be relevant to your matter but cannot be disclosed.

☐ Future Adverse Representation: The other client (or our firm) may be adverse to you in future matters.

☐ Appearance Issues: Others may perceive our representation as compromised.

☐ Information Protection: We must maintain confidentiality of both representations and cannot share information between them.

☐ Specific Risk: [________________________________]

☐ Specific Risk: [________________________________]

Potential Benefits of Waiver

☐ Continuity of representation by familiar counsel
☐ Cost and time savings of not retaining new counsel
☐ Our experience and knowledge in this matter type
☐ [________________________________]

Measures to Protect Your Interests

If you consent, we will implement the following safeguards:

☐ Ethical Wall/Screening: Attorneys working on the conflicting matters will be screened from each other.

☐ Separate Teams: Different attorneys and staff will handle the representations.

☐ Information Barriers: Systems will be in place to prevent sharing of confidential information.

☐ Regular Review: We will continuously monitor for emerging conflicts.

☐ Immediate Withdrawal: If an actual adversity develops that cannot be managed, we will withdraw from one or both representations.

☐ Other Measures: [________________________________]

Your Options

You have the following options:

Option 1: Consent to the Conflict (Waiver)

If you provide informed consent in writing:

• Our firm will proceed with the representation(s)
• We will implement protective measures described above
• You understand and accept the disclosed risks

Option 2: Decline to Consent

If you decline to consent:

• We will not proceed with the conflicting representation
• Depending on the circumstances, we may need to:
  ☐ Decline the new matter
  ☐ Withdraw from an existing representation
  ☐ Allow you to seek other counsel

Option 3: Seek Independent Legal Advice

You have the absolute right to consult with an independent attorney before making this decision. We encourage you to do so if you have any questions or concerns.

Information About Waivable vs. Non-Waivable Conflicts

This Conflict Is:

☐ Waivable with Consent: The conflict can be waived if you provide informed consent in writing.

☐ Not Waivable: [Explain why, if applicable]

Conditions for Valid Waiver

For your consent to be valid:

1. You must be fully informed of the nature and extent of the conflict
2. You must understand the potential consequences
3. Your consent must be confirmed in writing
4. The representation must be reasonable despite the conflict
5. You should consider seeking independent counsel

Other Affected Client(s)

☐ The other affected client(s) ☐ have ☐ have not been informed of this conflict.

☐ The other affected client(s) ☐ have ☐ have not consented to waive the conflict.

☐ Consent from [________________________________] is also required before proceeding.

Our Recommendation

☐ We believe this conflict is manageable with appropriate safeguards, and we recommend proceeding with your consent.

☐ We recommend that you decline to waive this conflict because [________________________________].

☐ We are neutral on whether you should consent and encourage you to make your own informed decision.

Consent Form

If you agree to waive this conflict, please sign below:

CONSENT AND WAIVER

I, [________________________________], acknowledge that I have read and understand this Conflict of Interest Disclosure Letter. I have been informed of:

☐ The nature of the conflict of interest
☐ The potential risks and adverse consequences to me
☐ The measures the firm will take to protect my interests
☐ My right to consult with independent counsel before consenting
☐ My option to decline to consent

Understanding all of the above, I hereby:

☐ CONSENT to [Law Firm Name] proceeding with the representation despite the disclosed conflict of interest.

☐ WAIVE any objection I may have to the conflict described in this letter.

☐ DECLINE TO CONSENT and do not waive the conflict of interest.

I understand that this consent:

• Is given voluntarily
• May be withdrawn at any time
• Is based on the facts as currently known (if facts change, reconsideration may be needed)

Client Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

Optional: Independent Counsel Consultation

☐ I have consulted with independent counsel regarding this conflict.
Counsel consulted: [________________________________]

☐ I have chosen not to consult with independent counsel and waive my right to do so.

Initials: [____]

Questions or Concerns

If you have any questions about this letter or the conflict of interest, please contact me before signing:

Phone: [____________________]
Email: [____________________]

I am happy to discuss this matter further and answer any questions you may have.

Sincerely,

[________________________________]
[Attorney Name]
[Bar Number]
[Title]

Enclosures:
☐ Copy of this letter for your records
☐ Return envelope
☐ Applicable Rules of Professional Conduct
☐ Other: [________________________________]

This communication is protected by attorney-client privilege. If you have received this in error, please notify us immediately and destroy all copies.

Sources and References

• ABA Model Rule 1.7: Conflict of Interest - Current Clients
• ABA Model Rule 1.9: Duties to Former Clients
• Illinois ARDC Sample Conflict of Interest Waiver
• Oregon State Bar Conflict Disclosure and Consent Letters