I'm counsel to a school committee and gave legal advice to its superintendent, whom the committee has now suspended. Can I answer the committee's special investigator's questions about him?

Plain-English summary

The inquiring attorney serves as counsel to a school committee that had suspended its Superintendent of Schools. In that role, the attorney had rendered legal opinions to and given legal assistance to the Superintendent. A special investigator appointed by the committee then sought to interview the attorney about the Superintendent's performance.

The panel applied Rule 1.13 ("Organization As Client"), which provides that a lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents. On these facts, the panel identified the client as the school committee, not the Superintendent.

Because the Superintendent was not the client, the panel concluded that the confidentiality that applies to an attorney-client relationship under Rule 1.6 did not attach to the assistance the attorney had given the Superintendent. The attorney may therefore respond to the special investigator's inquiries.

Currency note

This opinion was issued in 1995, after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rules 1.13 and 1.6 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 renumbered and amended several provisions. 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 Treat this page as historical context, not current guidance.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: When a lawyer represents a public board, who is the client?

A: Under this opinion, the organization is the client. The panel held that the lawyer represented the school committee, acting through its authorized constituents, not the Superintendent the committee employed.

Q: Does the lawyer owe the superintendent confidentiality for advice given to him?

A: The panel concluded that the confidentiality of Rule 1.6 protects the attorney-client relationship, and because the Superintendent was not the client, that duty did not bar the lawyer from answering the investigator.

Q: Could the lawyer speak with the committee's own investigator?

A: Yes. Because the investigator was appointed by the client committee and the Superintendent was not the client, the panel concluded the attorney may respond to the investigator's inquiries.

Background and rules framework

The opinion applies Rule 1.13 (Organization As Client), corresponding to Model Rule 1.13, which the panel quoted for the principle that a lawyer retained by an organization represents the organization acting through its duly authorized constituents. The panel read that rule together with Rule 1.6 (Confidentiality of Information), corresponding to Model Rule 1.6: because confidentiality runs to the client, and the client was the committee rather than the Superintendent, the lawyer's assistance to the Superintendent was not shielded from the committee's investigator.

Citations and references

Rules of Professional Conduct:

• MR 1.13 (organization as client)
• MR 1.6 (confidentiality of information)
• RI RPC 1.13
• RI RPC 1.6

Statutes:

• None cited.

Cases:

• None cited.

Other opinions cited:

• None cited.

See also

• RI EAP Op. 2023-3: Agency vs Board-Member Complaint
• RI EAP Op. 2025-14: Former Plaintiff Joins the Board
• RI EAP Op. 95-22: Agency-Wide Conflict From Advice

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%2095-51.pdf

Original opinion text

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

FINAL

ETHICS ADVISORY PANEL
OPINION # 95-51, - REQUEST # 623
ISSUED - NOVEMBER 9, 1995

The inquiring attorney represents a school committee which has suspended its Superintendent of Schools. As the committee's counsel, the attorney has rendered legal opinions to and given legal assistance to the Superintendent. A special investigator appointed by the committee now seeks to interview the attorney about the Superintendent's performance.

Rules 1.13 "Organization As Client" states the following:

(a) A lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents.

In this case, the client is the school committee, not the Superintendent. Therefore, the rules of confidentiality which apply to an attorney-client relationship (Rule 1.6) are not applicable, and the attorney may respond to the special investigator's inquiries.