Can the lawyer for a general partnership represent the partnership in a lawsuit against one of its own partners?

Plain-English summary

The inquiry asked whether a lawyer for a general partnership may represent that partnership in an action against one of the partners. The committee was of the opinion that a lawyer for a general partnership may be, but is not automatically, the lawyer for its partners individually. Before undertaking representation against a partner, the lawyer must consider whether the professional relationship has been with the partnership as an entity distinct from its individual partners, or simply as an aggregate of those partners. The committee believed the perceptions of the partners themselves would be pertinent.

Whether a lawyer-client relationship exists or formerly existed with the defendant partner, and therefore whether the lawyer may proceed without concern for conflicts of interest, is ultimately a question of fact to be determined in each case.

Currency note

This opinion was issued in 1990, before the Washington State Bar Association's adoption of the 2006 revisions to the Washington Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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, deadline, or requirement mentioned here.

Common questions

Q: Is a partnership's lawyer automatically the lawyer for each partner?

A: Under this 1990 opinion, no; the committee was of the opinion that a partnership's lawyer may be, but is not automatically, the lawyer for the partners individually.

Q: How does the lawyer decide whether suing a partner is a conflict?

A: By considering whether the relationship was with the partnership as a distinct entity or as an aggregate of its partners; the committee said the partners' own perceptions are pertinent and the answer is ultimately a question of fact.

Q: Did the committee give a yes-or-no answer?

A: No. The committee framed the conflict as a fact question to be determined in each case, not a categorical rule.

Background and rules framework

At the time of this opinion, Washington's RPC 1.7 governed conflicts of interest, the subject the Model Rules place in Rule 1.7. The committee applied the entity-versus-aggregate distinction to decide whether a defendant partner was ever the lawyer's client, leaving the factual determination to the circumstances of each engagement.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflicts of interest)
• Washington RPC 1.7

See also

• WA Ethics Op. 1351: Representing an Agency While Adverse to It
• WA Ethics Op. 1350: Former AAG Suing a Former Client College

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=448

Original opinion text

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

The Committee considered your inquiry regarding whether a lawyer for a general partnership may now represent that partnership in an action against one of the partners. The Committee was of the opinion that a lawyer for a general partnership may be, but is not automatically, the lawyer for its partners individually. Before entertaining representation against one of the partners the Committee was of the opinion that the lawyer must consider whether his or her professional relationship has been with the partnership as an entity distinct from its individual partners, or simply as an aggregate of those partners. The Committee believed that the perceptions of the partners themselves in this regard would be pertinent.

Whether a lawyer-client relationship exists or formerly existed with the defendant partner, and therefore, whether the lawyer may proceed without concern for conflicts of interest, is ultimately a question of fact to be determined in each case.