I work part-time for one state agency and in private practice I want to represent a former employee of a different state agency in an unrelated matter. My agency and the client don't object, but opposing counsel does. Can I continue?

Plain-English summary

The inquiring attorney was a sole practitioner who also held a part-time position with State Agency #1. In private practice, the attorney had represented a labor union administrator, Client A, in matters unrelated to the attorney's work for Agency #1. Client A asked the attorney to represent a former employee, Client B, of another State Agency #2 in an unrelated matter. Neither Agency #1 nor Client B objected to the representation of Client B, but opposing counsel for Agency #2 objected. The attorney asked whether he could continue to represent Client B.

The Panel set out Rule 1.7(b), which bars a lawyer from representing a client if the representation may be materially limited by the lawyer's responsibilities to another client, a third person, or the lawyer's own interests, absent the lawyer's reasonable belief that the representation will not be adversely affected and the client's consent after consultation. It also set out Rule 1.13(e) (organization as client), which permits a lawyer representing an organization to also represent its constituents subject to Rule 1.7.

The Panel concluded that the attorney may continue to represent Client B, because the representation of Client B was not directly adverse to, or materially limited by, the attorney's responsibilities. It noted that its guidance was limited to the Rules of Professional Conduct and did not extend to the State Ethics Code or other law.

Currency note

This opinion was issued in 1994 (Opinion 94-43, issued July 27, 1994), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rules 1.7 and 1.13 as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, which amended the conflict rules. 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 Treat this page as historical context, not current guidance.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 mentioned here.

Common questions

Q: Can a part-time government lawyer take a private client adverse to another agency?

A: On these facts, yes. The Panel concluded the attorney may continue to represent Client B because the representation was not directly adverse to, or materially limited by, the attorney's other responsibilities.

Q: Does an objection by opposing counsel disqualify the lawyer?

A: The Panel did not treat opposing counsel's objection as controlling; the affected clients (Agency #1 and Client B) did not object, and the Panel found no material limitation under Rule 1.7(b).

Q: What rules governed the analysis?

A: Rule 1.7(b) (material-limitation conflicts) and Rule 1.13(e) (an organization's lawyer also representing constituents subject to Rule 1.7).

Background and rules framework

The opinion interprets Rhode Island Rules of Professional Conduct 1.7(b) (conflict of interest: material limitation) and 1.13(e) (organization as client), the state analogs of the corresponding Model Rules. Rule 1.7(b) turned on whether the representation would be materially limited by the lawyer's other responsibilities; Rule 1.13(e) allowed dual representation of an organization and its constituents subject to Rule 1.7. The Panel found no material limitation on these unrelated matters.

Citations and references

Rules of Professional Conduct:

• MR 1.7 / RI RPC 1.7(b) (conflict of interest: material limitation)
• MR 1.13 / RI RPC 1.13(e) (organization as client; also representing constituents subject to Rule 1.7)

See also

• RI EAP Opinion 93-58: a lawyer for a corporation and both shareholders under Rules 2.2, 1.13, and 1.7
• RI EAP Opinion 93-80: a shareholder acting as lawyer to a closely held corporation under Rule 1.7

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%2094-43.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

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FINAL

ETHICS ADVISORY PANEL
OPINION #94-43 REQUEST #510
Issued July 27, 1994

The inquiring attorney is a sole practitioner and has a part time position with State Agency #1. In private practice the attorney represented a labor union administrator, Client #A, in matters unrelated to those matters involved in the representation of Agency #1. Client A asked the attorney to represent a former employee, Client B, of another State Agency #2 in an unrelated matter. Neither Agency #1 nor Client B objected to the inquiring attorney's representation of Client B. However, opposing counsel for Agency #2 has objected to this representation. The attorney asks whether he/she may continue to represent Client B.

Rule 1.7(b) regarding conflicts of interests states that:

(b) A lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer's responsibilities to another client or to a third person, or by the lawyer's own interests, unless:

(1) the lawyer reasonably believes the representation will not be adversely affected; and

(2) the client consents after consultation. When representation of multiple clients in a single matter is undertaken, the consultation shall include explanation of the implications of the common representation and the advantages and risks involved.

Rule 1.13(e) entitled "Organization as Client" states that:

(e) A lawyer representing an organization may also represent any of its directors, officers, employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7. If the organization's consent to the dual representation is required by Rule 1.7, the consent shall be given by an appropriate official of the organization other than the individual who is to be represented, or by the shareholders.

Based on the facts as presented, the Panel opines that the inquiring attorney may continue to represent Client B since the representation of Client B is not directly adverse to or materially limited by the lawyer's responsibility to Client B.

The Panel's guidance is restricted to interpretations of the Rules of Professional Conduct and does not extend to issues under the State Ethics Code or any other rules, regulations or laws that may have bearing on the issues raised by this inquiry.