|SHARING OF OFFICES
INFORMAL OPINION 940112
QUESTION: Attorney is a minority shareholder in a corporation but owns more than five percent (5%) of the stock. May Attorney enter into a contract with the corporation prospectively limiting Attorney's liability for negligence if the corporation is represented 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 litigation with corporation A. Corporation B owns 100% of the stock of A.Corporation C is a shareholder of B. May Attorney contact B or C directly, without going through the attorney for A, B or C to discuss settlement with A?
ANSWER: Contacting B directly would violate Rule 4-4.2.Attorney may contact B through its counsel. Attorney may contact C 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 title company to provide real estate related legal services to members of the public. No legal fees would be shared with the title company and Attorney would be independent of the title company in the course of representation.
ANSWER: Attorney would have to follow the procedures in Rule 4-1.8(f) in addition to remaining independent under Rule 4-5.4.Attorney must recognize that an attorney client relationship is formed with each member of the public for purposes of the confidentiality 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. May Attorney enter into an agreement to pay the former partner a portion of the fees received from these cases? Attorney performed all of the work on the contingency fee cases during the partnership.
ANSWER: Attorney may share fees from these cases with the former partner to the extent the fees were earned during the partnership. The fees should be apportioned according to the terms of the partnership agreement. The former partner may also want to contact the Judicial Commission for an opinion.
[Rule 4 -- 1.5(e)]
INFORMAL OPINION 940172
QUESTION: Attorney previously prepared the Articles of Incorporation, Bylaws, stock certificates and minutes of meetings for corporation X. Attorney subsequently prepared a Buy-Sell agreement at the direction of the corporate accountant. May Attorney now represent shareholder A against shareholder B in a suit related to the corporation and its assets?
ANSWER: No, Attorney's representation of the corporation has been to such an extent that he is also viewed as representing the two shareholders. Therefore, Attorney may not represent either shareholder in the lawsuit unless both consent.
[Rule 4 -- 1.9(b)]
INFORMAL OPINION 950021
QUESTION: Attorney has previously represented Corporation A and Shareholder X. Attorney is presently representing Corporation A in a suit against Shareholder Y. Shareholder Y has counter claimed against Shareholder X. Attorney has entered an appearance for Shareholder 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. Corporation A will be operated completely separately and with proper designation. Attorney will only minimally be involved in the day today operation of the corporation. Attorney B who also owns an interest will be involved in the day to day operation and will also share the office space.
ANSWER: This arrangement would not violate Rule 4-5.4. The attorneys would have to make full disclosure any time they woul drefer a client to the corporation. Additionally, it would constitute prohibited "in person" solicitation for the corporation to make referrals to either attorney. The attorneys must also make certain that all information related to their clients is secure from access by anyone who shares space in the suite of offices who is not part of the attorney's firm.
[Rule 4 -- 5.4; 1.7; 7.3]
INFORMAL OPINION 950041
QUESTION: Attorney is mayor of a municipality. (1) May members of Attorney's firm represent defendants in municipal court?(2) May members of Attorney's firm represent clients who are suing the city? (3) May members of Attorney's firm represent the city?
ANSWER: (1) No. (2) No. (3) Yes, if Attorney takes no part in the determination of whether and when to use the services of another member of the firm and Attorney does not share in fees generated from this representation.
[Rule 4 -- 1.7]
INFORMAL OPINION 950152
QUESTION: Attorney's firm engages in collection work. The firm would like to pay its non-attorney collections employees an incentive based upon a percentage of the contingent fee.
ANSWER: The proposal would violate Rule 4-5.4(a). A profit sharing plan must relate generally to the profits of the firm and not to 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 office space and expenses but are not partners. W needs to file a motion for contempt against H. Attorney A will not represent H.
ANSWER: If Attorney and Attorney A are truly only sharing office space and expenses, Attorney may represent W. In order for the relationship to be solely office sharing, confidentiality must be maintained so that employees of one attorney do not have access to the files and client information of the other attorney. To the extent that any employees are joint employees, they should be clearly instructed on the fact that the offices are separate and information about one attorney's clients should not be shared with the other.The two practices should appear separate through signage and advertising. Although the space is shared, the overall arrangement should make the separateness of the practices clear. If the two practices are not kept separate as described, each should consider the conflicts of one to be the conflicts of both. Therefore, Attorney would 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 do not share profits. One member of the firm is a municipal judge. May other members of the firm represent clients in municipal zoning matters?
ANSWER: No. Once the attorneys have formed a firm, the provisions of Rule 4-1.10 apply regardless of the internal financial arrangements. Therefore, the conflicts of each member of the firm are conflicts for all members of the firm.
[Rule 4 -- 1.10]
INFORMAL OPINION 950212
QUESTION: Attorney has an office sharing arrangement with another firm. Attorney's description of the arrangement describes a true office sharing arrangement. A member of the other firm previously represented Clients A and B to obtain a guardianship.Clients A and B have had a falling out and Client A now wants Attorney's representation in seeking to be the sole guardian. May Attorney do so?
ANSWER: Based upon the information Attorney has provided,attorney does not have a conflict of interest under the Rules of Professional Conduct that would prohibit Attorney from representing Client A.
[Rule 4 -- 1.10; 1.7]