Can a lawyer for a nonprofit meet with potential donors about wills and charitable trusts benefiting the nonprofit?

Plain-English summary

A lawyer represented a not-for-profit organization (a church). He would speak on the organization's behalf at various churches and, among other things, solicit potential donors who might make wills or trust gifts to the organization. The lawyer proposed to meet with potential donors after his presentations, where he would represent only the not-for-profit organization, explain its purposes, and offer assistance to the individual and the individual's attorney on tax questions and charitable trust formation. He indicated that if he met with individual potential donors, he would always identify himself as counsel for the organization and advise that they must seek independent advice from their own attorney.

The committee concluded that, under the proposed course of conduct, in which the lawyer would only represent the not-for-profit organization, only meet with potential donors in the presence of their separate counsel, and disclaim any representation of the potential donor, it sees no impropriety under the RPCs.

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 Treat this page as historical context, not current guidance.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 1.7 (conflicts of interest) and 4.3 (dealing with an unrepresented person).

Common questions

Q: Can a nonprofit's lawyer meet with potential donors about gifts to the nonprofit?

A: The committee saw no impropriety under the proposed conditions: the lawyer represents only the nonprofit, the donor's separate counsel is present, and the lawyer disclaims representing the donor.

Q: What conditions did the committee rely on?

A: That the lawyer would represent only the not-for-profit organization, meet potential donors only in the presence of their separate counsel, and disclaim any representation of the donor.

Background and rules framework

The opinion applied RPC 1.7 (conflicts of interest) and RPC 4.3 (dealing with an unrepresented person), corresponding to ABA Model Rules 1.7 and 4.3. The committee's no-impropriety conclusion depended on the lawyer representing only the organization, the presence of the donor's own counsel, and the lawyer's disclaimer of any representation of the donor.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.7 (conflict of interest: current clients); Washington RPC 1.7
• ABA Model Rule 4.3 (dealing with an unrepresented person); Washington RPC 4.3

See also

• WA Ethics Op. 1771: Lawyer Consulting Nonprofit Donors
• WA Ethics Op. 1742: Opposing a Former Divorce Client

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=982

Original opinion text

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

Advisory Opinion: 1789
Year Issued: 1997
RPC(s): RPC 1.7; 4.3
Subject: Conflict of interest; lawyer representing not-for-profit soliciting donors

Facts Presented: Lawyer represents a not-for-profit organization (a church). He would speak on behalf of the not-for-profit organization at various churches and, among other things, solicit potential donors who might make wills or trust gifts to the not-for-profit organization for whom he works. The lawyer proposes to meet with potential donors following his presentations. At such meetings he would represent only the not-for-profit organization and would explain the purposes of the organization and would offer assistance to the individual and the individual's attorney with regard to tax questions and charitable trust formation. He indicates that if he meets with individual potential donors, he would always identify himself as counsel for the organization and advise that they must seek independent advice from their own attorney.

Question Presented: Is such conduct permissible under the RPCs?

Applicable Rules: RPC 1.7 and 4.3

RPC Committee Opinion: Under the course of conduct which you propose, in which you would only represent the not-for-profit organization and only meet with potential donors in the presence of their separate counsel, and disclaim any representation of the potential donor, the Committee sees no impropriety under the RPCs.