Advisory Opinion: 1807

Year Issued: 1998

RPC(s): RPC 1.7; 1.9; 2.2

Subject: Conflict of interest; representation of majority shareholders by corporation counsel against minority shareholder

The Committee researched and reviewed your inquiry concerning the representation of majority shareholders by LLC counsel against a minority shareholder and determined the following:

Since the attorney had not previously been involved in creation of the limited liability corporation (LLC), and did not represent either A, B, or C, RPC 1.7(a) and 1.9 do not prohibit him from representing A, B, or LLC itself; PROVIDED, however, that A and B removed C in accordance with the Operating Agreement, and that removing C was in the best interests of the LLC. For the same reasons, Griva v. Davidson, 637 A.2d 830 (D.C. App. 1994), may be distinguished. In that case, the law firm had organized the partnership and had represented two individual partners. This analysis is also premised upon the interests of A and B being congruent, and not otherwise adverse to LLC in accordance with RPC 1.7(b), or that the attorney has complied with subsections (1) and (2) of the same rule. The attorney must also comply with RPC 2.2, and is referred to the case of Hicks v. Edwards, 75 Wn. App. 156, 876 P.2d 953 (1994).

Advisory Opinions are provided for the education of the Bar and reflect the opinion of the Committee on Professional Ethics (CPE) or its predecessors. Advisory Opinions are provided pursuant to the authorization granted by the Board of Governors, but are not individually approved by the Board and do not reflect the official position of the Bar association. Laws other than the Washington State Rules of Professional Conduct may apply to the inquiry. The Committee's answer does not include or opine about any other applicable law other than the meaning of the Rules of Professional Conduct.