I drafted leases for Client A that were later terminated. Now Client B wants me to collect the unpaid balance on those same contracts against A. Is that a conflict?
Apply this to your situation
This page answers the general question as of 1993. 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
The attorney drafted several lease agreements for Client A, which A executed and which were later terminated by consent of both parties. Client B now seeks the attorney's representation to help collect the unpaid balance on those same contracts. The attorney's only remaining contact with Client A is that A owes the attorney money for past services, which the attorney intends to sue to recover. The attorney asked whether representing Client B would pose a conflict.
The opinion applies Rule 1.9, "Conflict of Interest: Former Client," under which a lawyer who formerly represented a client may not represent another person in the same or a substantially related matter with materially adverse interests unless the former client consents after consultation. The opinion concludes that the matters appear to be the same or substantially related and that Client B's interests are materially adverse to Client A's, so under Rule 1.9 representing Client B would present a conflict of interest absent Client A's consent.
In practice
Under this opinion, because the collection would be on the very lease agreements the attorney drafted for Client A, the new matter falls squarely within Rule 1.9's "same or substantially related" bar, and Client B's collection posture is materially adverse to A. The opinion therefore treats Client A's consent as the prerequisite to the representation.
Common questions
Q: Can a lawyer collect on contracts the lawyer drafted for a former client, on behalf of someone else?
A: Not without consent. The opinion concludes that under Rule 1.9 the matter is the same or substantially related and materially adverse, so it requires Client A's consent.
Q: Why does Rule 1.9 apply here?
A: The opinion finds the collection matter is the same or substantially related to the lease drafting the attorney performed for Client A, and that Client B's interests are materially adverse to A's.
Background and rules framework
The opinion interprets Rhode Island Rule of Professional Conduct 1.9, "Conflict of Interest: Former Client," the analog of Model Rule 1.9. Rule 1.9(a) bars representing another person in the same or a substantially related matter, with interests materially adverse to a former client, unless the former client consents after consultation.
Citations and references
Rules of Professional Conduct:
- MR 1.9 / RI RPC 1.9 (conflict of interest: former client)
See also
- RI EAP Opinion 93-36: suing a former client on an unrelated debt matter is permitted under 1.9
- RI EAP Opinion 93-23: representing a shareholder adverse to a current or former client-employee under 1.7/1.9
Source
- Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
- Original PDF: https://www.courts.ri.gov/Opinions/EAP%2093-53.pdf
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
(FINAL)
ETHICS ADVISORY PANEL
OPINION #93-53, REQUEST #393
Issued July 28, 1993
The attorney drafted several lease agreements for Client A which were executed by A. Subsequently, all of the lease agreements were terminated by the consent of both parties involved. Client B seeks the attorney's representation to help in collecting on the unpaid balance of these same contracts. The attorney states that his/her only remaining contact with Client A is that the client owes him/her money for past services as to which the attorney will sue. The attorney asks whether the representation of Client B will propose a conflict.
Rule 1.9 entitled "Conflict of Interest: Former Client" provides that:
A lawyer who has formerly represented a client in a matter shall not thereafter:
(a) represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client unless the former client consents after consultation; . . . .
It appears from the facts presented that the matters are the same or substantially related and that Client B's interests are materially adverse to Client A's interests. Pursuant to Rule 1.9, the representation of Client B in this matter would present a conflict of interest absent consent by Client A.
Get today's answer for your situation
You just read a 1993 opinion on this question. Ezel checks the current rules of professional conduct in your state and answers your specific situation, with citations.
Opens in Ezel Pro. Every answer cites the rules it relies on.