Can a lawyer sue a corporation his firm once organized, or one of its principals, in an unrelated matter?

Plain-English summary

A lawyer's former associate had organized a corporation, leaving the firm with a file consisting of the usual incorporation documents. Neither the inquiring lawyer nor the associate performed any further legal work for the corporation or its principal afterward, and no confidences material to the new matter were gained during the incorporation work.

A different client later asked the inquirer to bring suit against the individual incorporator or the corporation on a matter the firm had never handled in any way. The committee found a total lack of connection between the prior incorporation work and the new suit, and no question of confidences from the earlier matter bearing on the present one. On those facts, the committee saw no conflict of the type condemned by Canon 6.

Currency note

This opinion was issued in 1969, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Canon 6 on conflicting interests. A lawyer's duties to a former client, including when a later matter is adverse to that client, are now addressed by Rule 4-1.9. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific requirement mentioned here.

Common questions

Q: Can a lawyer sue a company his firm helped incorporate?

A: Under this opinion, yes, where the new suit is wholly unrelated to the incorporation work and no confidences from that work bear on the new matter. The committee found no conflict condemned by Canon 6 on those facts.

Q: What facts made the representation acceptable here?

A: The committee relied on a total lack of connection between the prior incorporation and the new suit, and on the absence of any relevant confidences gained in the earlier representation.

Background and rules framework

The opinion applied the former Canon 6 on representing conflicting interests. A lawyer's duties when a later matter runs against a former client are now addressed by Rule 4-1.9 of the Rules Regulating The Florida Bar; the Model Rule analogue is Rule 1.9.

Citations and references

Rules of Professional Conduct:

• Canon 6 [Code of Professional Responsibility; former-client duties now in Rule 4-1.9]

See also

• FL Bar Ethics Op. 69-37: Claim Against a Former Client
• FL Bar Ethics Op. 70-52: Defending a New Client Against a Former Client

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-69-32/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-69-32-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 69-32
August 28, 1969
Advisory ethics opinions are not binding.
An attorney may represent a plaintiff in litigation against a corporation organized by his firm or against one of the principals, provided the suit is unrelated to the incorporation and no relevant confidences were gained in the prior representation.
Canon: 6
Chairman MacDonald stated the opinion of the committee:
A member of The Florida Bar advises that a former associate organized a corporation, the file now remaining with his firm consisting of the usual documents attendant to the establishment of the corporation and the accomplishment of the legal details incident to its inception. Subsequent to this time, neither the inquirer nor the associate performed further legal duties for the corporation or the principal for whom it was incorporated. No particular confidences were gained at this time material to the subject matter of the inquiry.
It appears that subsequently another client has requested that suit be brought against the individual incorporator or the corporation in connection with a matter not previously handled by the inquirer or his associate in any way whatever.
It being represented that there is a total lack of connection between the previous representation and the instant matter and there being no question of confidences having been gained in the previous matter which would relate to the present one, we see no conflict here of the type condemned by Canon 6.