|SHARING OF OFFICES
INFORMAL OPINION 940112
QUESTION: Attorney is a minority shareholder in acorporation but owns more than five percent (5%) of the stock. MayAttorney enter into a contract with the corporation prospectivelylimiting Attorney's liability for negligence if the corporation isrepresented by independent counsel?
ANSWER: No, this would be prohibited by Rule 4-1.8(h).
[Rule 4 -- 1.8(h)]
INFORMAL OPINION 940124
QUESTION: Attorney represents a client who is in litigationwith corporation A. Corporation B owns 100% of the stock of A.Corporation C is a shareholder of B. May Attorney contact B or Cdirectly, without going through the attorney for A, B or C to discusssettlement with A?
ANSWER: Contacting B directly would violate Rule 4-4.2.Attorney may contact B through its counsel. Attorney may contactC directly unless it is a dominant or controlling shareholder of B.
[Rule 4 -- 4.2]
INFORMAL OPINION 940130
QUESTION: Attorney would be paid a retainer by a titlecompany to provide real estate related legal services to membersof the public. No legal fees would be shared with the title companyand Attorney would be independent of the title company in thecourse of representation.
ANSWER: Attorney would have to follow the procedures inRule 4-1.8(f) in addition to remaining independent under Rule 4-5.4.Attorney must recognize that an attorney client relationship isformed with each member of the public for purposes of theconfidentiality and conflict of interest rules.
[Rule 4 -- 1.6; 1.7; 1.8(f); 5.4]
INFORMAL OPINION 940162
QUESTION: Attorney's former partner is now a judge.Contingency fee cases of the partnership are still outstanding. MayAttorney enter into an agreement to pay the former partner aportion of the fees received from these cases? Attorney performedall of the work on the contingency fee cases during the partnership.
ANSWER: Attorney may share fees from these cases with theformer partner to the extent the fees were earned during thepartnership. The fees should be apportioned according to the termsof the partnership agreement. The former partner may also want tocontact the Judicial Commission for an opinion.
[Rule 4 -- 1.5(e)]
INFORMAL OPINION 940172
QUESTION: Attorney previously prepared the Articles ofIncorporation, Bylaws, stock certificates and minutes of meetings forcorporation X. Attorney subsequently prepared a Buy-Sellagreement at the direction of the corporate accountant. MayAttorney now represent shareholder A against shareholder B in a suitrelated to the corporation and its assets?
ANSWER: No, Attorney's representation of the corporationhas been to such an extent that he is also viewed as representingthe two shareholders. Therefore, Attorney may not represent eithershareholder in the lawsuit unless both consent.
[Rule 4 -- 1.9(b)]
INFORMAL OPINION 950021
QUESTION: Attorney has previously represented CorporationA and Shareholder X. Attorney is presently representing CorporationA in a suit against Shareholder Y. Shareholder Y has counterclaimedagainst Shareholder X. Attorney has entered an appearance forShareholder X. Does Attorney have a conflict of interest?
ANSWER: Yes. Attorney is required to withdraw.
[Rule 4 -- 1.7; 1.9]
INFORMAL OPINION 950026
QUESTION: Attorney owns an interest in Corporation A.Attorney and Corporation A will share a suite of offices. CorporationA will be operated completely separately and with properdesignation. Attorney will only minimally be involved in the day today operation of the corporation. Attorney B who also owns aninterest will be involved in the day to day operation and will alsoshare the office space.
ANSWER: This arrangement would not violate Rule 4-5.4. Theattorneys would have to make full disclosure any time they wouldrefer a client to the corporation. Additionally, it would constituteprohibited "in person" solicitation for the corporation to makereferrals to either attorney. The attorneys must also make certainthat all information related to their clients is secure from access byanyone who shares space in the suite of offices who is not part ofthe attorney's firm.
[Rule 4 -- 5.4; 1.7; 7.3]
INFORMAL OPINION 950041
QUESTION: Attorney is mayor of a municipality. (1) Maymembers of Attorney's firm represent defendants in municipal court?(2) May members of Attorney's firm represent clients who are suingthe city? (3) May members of Attorney's firm represent the city?
ANSWER: (1) No. (2) No. (3) Yes, if Attorney takes no part inthe determination of whether and when to use the services ofanother member of the firm and Attorney does not share in feesgenerated from this representation.
[Rule 4 -- 1.7]
INFORMAL OPINION 950152
QUESTION: Attorney's firm engages in collection work. Thefirm would like to pay its non-attorney collections employees anincentive based upon a percentage of the contingent fee.
ANSWER: The proposal would violate Rule 4-5.4(a). A profitsharing plan must relate generally to the profits of the firm and notto the firm's fee or profit on an individual matter.
[Rule 4 -- 5.4(a)]
INFORMAL OPINION 950169
QUESTION: Attorney represented W on a motion to modify.Attorney A represented H. Attorney and Attorney A now share officespace and expenses but are not partners. W needs to file a motionfor contempt against H. Attorney A will not represent H.
ANSWER: If Attorney and Attorney A are truly only sharingoffice space and expenses, Attorney may represent W. In order forthe relationship to be solely office sharing, confidentiality must bemaintained so that employees of one attorney do not have accessto the files and client information of the other attorney. To the extentthat any employees are joint employees, they should be clearlyinstructed on the fact that the offices are separate and informationabout one attorney's clients should not be shared with the other.The two practices should appear separate through signage andadvertising. Although the space is shared, the overall arrangementshould make the separateness of the practices clear. If the twopractices are not kept separate as described, each should considerthe conflicts of one to be the conflicts of both. Therefore, Attorneywould not be able to represent W without the consent of H.
[Rule 4 -- 1.7; 1.10]
INFORMAL OPINION 950186
QUESTION: Several attorneys have formed a firm but they donot share profits. One member of the firm is a municipal judge. Mayother members of the firm represent clients in municipal zoningmatters?
ANSWER: No. Once the attorneys have formed a firm, theprovisions of Rule 4-1.10 apply regardless of the internal financialarrangements. Therefore, the conflicts of each member of the firmare conflicts for all members of the firm.
[Rule 4 -- 1.10]
INFORMAL OPINION 950212
QUESTION: Attorney has an office sharing arrangement withanother firm. Attorney's description of the arrangement describes atrue office sharing arrangement. A member of the other firmpreviously represented Clients A and B to obtain a guardianship.Clients A and B have had a falling out and Client A now wantsAttorney's representation in seeking to be the sole guardian. MayAttorney do so?
ANSWER: Based upon the information Attorney has provided,attorney does not have a conflict of interest under the Rules ofProfessional Conduct that would prohibit Attorney from representingClient A.
[Rule 4 -- 1.10; 1.7]