Opinion 1731

I have been instructed by the Rules of Professional Conduct Committee to respond to your ethics inquiry regarding the following three questions:

1. Is it a conflict of interest for a former member (Attorney A) of Law Firm ABC to represent an individual against a corporation when the corporation was a client of Law Firm ABC during such time that Attorney A was a member of the firm?

2. Does the law firm which represents a corporation have a conflict of interest when that corporation is sued by a shareholder, director, officer, and employer of the corporation?

3. Is a law firm which represents a corporation disqualified from representing that corporation in court if a member of the law firm is going to become a necessary witness?

The Committee declines to respond to the second and third questions because they involve another attorney’s conduct. In response to your first question, since the defendant corporation was a client of Law Firm ABC when Attorney A was a member, any and all confidences of that client are imputed to Attorney A, whether or not Attorney A actually handled the legal work for the corporation. Therefore, defendant corporation should be considered as a client of Attorney A and Attorney A cannot take a claim against a former client under RPC 1.9 (without permission unless it is an unrelated subject matter to the previous representation). The question arises whether or not the representation of the former employee, stockholder, director and officer would be the "same or substantially related matter" as the representation of defendant corporation. We cannot tell from the inquiry whether it is the same or a substantially related matter, but it is likely to be the case.

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.