Can a lawyer be 'of counsel' to more than one law firm at the same time?

Plain-English summary

The inquiry asked whether an attorney may be in an of-counsel relationship to more than one firm. The committee concluded that while there is no ethical prohibition on the proposed arrangement, it has implications for various Rules of Professional Conduct, particularly RPC 1.6 and 1.7.

The committee incorporated by reference ABA Formal Opinion 90-357, quoting its conclusion that an of-counsel lawyer or firm is associated with the firm or firms to which the lawyer is of counsel, for purposes of the general imputation of disqualification under Model Rule 1.10 and the imputation of disqualifications from former government service under Rules 1.11(a) and 1.12(c), and is a lawyer in the firm for purposes of Rule 3.7(b) on when a colleague may represent a client in a proceeding in which the lawyer is to be a witness.

Currency note

This opinion was issued in 1997, 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 Treat this page as historical context, not current guidance.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. Washington's cited rules correspond to ABA Model Rules 1.6 (confidentiality), 1.7 (conflicts of interest), 1.10 (imputation of conflicts), 1.11 (former government service), 1.12 (former judge or neutral), and 3.7 (lawyer as witness).

Common questions

Q: Is it allowed to be of counsel to two firms at once?

A: The committee concluded there is no ethical prohibition on being of counsel to more than one firm.

Q: What rules does the arrangement implicate?

A: The committee said it has implications for various RPCs, particularly RPC 1.6 (confidentiality) and 1.7 (conflicts of interest).

Q: Are the firms treated as connected for conflict purposes?

A: Yes. Quoting ABA Formal Opinion 90-357, the committee said the of-counsel lawyer is associated with each firm for the general imputation of disqualification under Rule 1.10, for imputation from former government service under Rules 1.11(a) and 1.12(c), and as a lawyer in the firm under Rule 3.7(b).

Background and rules framework

The opinion treated an of-counsel lawyer tied to more than one firm under RPC 1.6 (confidentiality), 1.7 (conflicts of interest), 1.10 (imputation of conflicts), 1.11 (former government service), 1.12 (former judge or other neutral), and 3.7 (lawyer as witness), corresponding to the like-numbered ABA Model Rules. The committee adopted ABA Formal Opinion 90-357's view that the of-counsel relationship makes the lawyer associated with each firm, so disqualifications are imputed across the firms.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.6 (confidentiality); Washington RPC 1.6
• ABA Model Rule 1.7 (conflicts of interest); Washington RPC 1.7
• ABA Model Rule 1.10 (imputation of conflicts of interest); Washington RPC 1.10
• ABA Model Rule 1.11 (former government service); Washington RPC 1.11
• ABA Model Rule 1.12 (former judge or other neutral); Washington RPC 1.12
• ABA Model Rule 3.7 (lawyer as witness); Washington RPC 3.7

Other opinions cited:

• ABA Formal Opinion 90-357 (of counsel relationships), incorporated by reference

See also

• WSBA Ethics Op. 1240: Brief Consult, No Imputed Conflict
• WA Ethics Op. 1733: Conflict From a Partner's Talk
• WA Ethics Op. 1248: Calling a Spouse as Witness

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=810

Original opinion text

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

Advisory Opinion: 1740
Year Issued: 1997
RPC(s): RPC 1.6; 1.7; 1.10; 1.11; 1.12; 3.7; ABA Formal Opinion 90-357
Subject: Lawyer "of counsel" to more than one firm

You ask whether an attorney may be in an "of counsel" relationship to more than one firm.

It is the Committee's opinion that while there is no ethical prohibition on the proposed arrangement, there are implications for various Rules of Professional Conduct, particularly RPC 1.6 and 1.7. In addition, the Committee incorporates by reference ABA Formal Opinion 90-357 (attached), and particularly the following language:

"There can be no doubt that an of counsel lawyer (or firm) is "associated in" and has an "association with" the firm (or firms) to which the lawyer is of counsel, for purposes of both the general imputation of disqualification pursuant to Rule 1.10 of the Model Rules and the imputation of disqualifications resulting from former government service under Rules 1.11(a) and 1.12(c); and is a lawyer in the firm for purposes of Rule 3.7(b), regarding the circumstances in which, when a lawyer is to be a witness in a proceeding, the lawyer's colleague may none the less represent the client in that proceeding."