When partners fight over who gets the partnership's files, how does a lawyer decide whose files they are?

Plain-English summary

A lawyer asked about a dispute between partners over possession of partnership files. The committee was of the opinion that the problem is determining who the client is, and that this is a legal question on which the committee cannot render an opinion.

Once the client is identified, the committee said, WSBA Formal Opinion 181 should resolve the file issue.

Currency note

This opinion was issued in 1992, before the Washington State Bar Association's adoption of the 2006 revisions to the 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 Treat this page as historical context, not current guidance.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: When partners dispute who holds the partnership's files, did the committee say who gets them?

A: No. The committee said the threshold question, who the client is, is a legal question on which it cannot render an opinion.

Q: Once the client is identified, what governs the file dispute?

A: The committee said that once the client is identified, WSBA Formal Opinion 181 should resolve the issue.

Background and rules framework

The opinion concerns client files and the handling of files on termination or dispute, the subject matter of the rule on declining or terminating representation (corresponding to ABA Model Rule 1.16, which addresses return of client property and papers). The committee did not reach the rule's application: it treated the determinative question, the identity of the client among disputing partners, as a legal question outside its advisory role, and pointed to WSBA Formal Opinion 181 for the file analysis once the client is known.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.16 (declining or terminating representation; return of client files and property); Washington RPC 1.16

Other opinions cited:

• WSBA Formal Opinion 181: resolution of client-file disputes once the client is identified.

See also

• WA Ethics Op. 1185: Client Property; Client Files; Destruction
• ABA Formal Op. 95-390: Corporate Family Conflicts

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=544

Original opinion text

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

Advisory Opinion: 1464
Year Issued: 1992
RPC(s): Formal Opinion 181
Subject: Client files; representation of partnership

The Committee reviewed your inquiry regarding a dispute between partners as to possession of partnership files. The Committee was of the opinion that the problem is to determine who the client is. That is a legal question on which the Committee cannot render an opinion. Once you have identified who the client is, then Formal Opinion 181 should resolve the issue.