Advisory Opinion: 957

Year Issued: 1986

RPC(s): RPC 1.6; 1.7; 1.9; 3.7

Subject: Conflict of interest; representation adverse to professional services corporation or partnership where lawyer formed corporation or partnership

The Committee was of the opinion that an attorney who has formed and who has had ongoing representation of a professional services corporation cannot represent other clients in a dispute with the owner of the professional services corporation, even though the owner has now retained other counsel to represent him in the dispute. The Committee based this opinion upon the facts as you presented them, which indicated that the professional services corporation actually only had one shareholder, and therefore the shareholder could conclude that there was an attorney-client relationship between him and the lawyer, rather than with a separate corporate entity. The Committee was further of the opinion that a lawyer who has formed and has represented a partnership may not represent remaining partners in a dissolution dispute with a withdrawing partner, because such conduct would violate RPC 1.6, 1.7, 1.9, and 3.7.

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.