Table of Contents

 Subject Matter Index

 Preface
 Commission on Evaluation of Professional Standards Chair's Introduction
 Commission on Evaluation of the Rules of Professional Conduct ("Ethics 2000") Chair's Introduction
 Preamble and Scope
Rules
Rule 1.0       Terminology
Client-Lawyer Relationship
Rule 1.1       Competence
Rule 1.2       Scope of Representation and Allocation of Authority Between Client and Lawyer
Rule 1.3       Diligence
Rule 1.4       Communications 
Rule 1.5       Fees 
Rule 1.6       Confidentiality of Information 
Rule 1.7       Conflict of Interest: Current Clients
Rule 1.8       Conflict of Interest: Current Clients: Specific Rules
Rule 1.9       Duties to Former Clients 
Rule 1.10     Imputation of Conflicts of Interest: General Rule 
Rule 1.11     Special Conflicts of Interest for Former and Current Government Officers and Employees
Rule 1.12     Former Judge, Arbitrator, Mediator or Other Third-Party Neutral
Rule 1.13     Organization as Client
Rule 1.14     Client with Diminished Capacity
Rule 1.15     Safekeeping Property
Rule 1.16     Declining or Terminating Representation
Rule 1.17     Sale of Law Practice
Rule 1.18     Duties to Prospective Client
Counselor
Rule 2.1       Advisor
Rule 2.2       (Deleted)
Rule 2.3       Evaluation for Use by Third Persons
Rule 2.4       Lawyer Serving as Third-Party Neutral
Advocate
Rule 3.1      Meritorious Claims and Contentions
Rule 3.2      Expediting Litigation
Rule 3.3      Candor toward the Tribunal
Rule 3.4      Fairness to Opposing Party and Counsel
Rule 3.5      Impartiality and Decorum of the Tribunal
Rule 3.6      Trial Publicity
Rule 3.7      Lawyer as Witness
Rule 3.8      Special Responsibilities of a Prosecutor
Rule 3.9      Advocate in Nonadjudicative Proceedings
 Transactions with Persons Other Than Clients
Rule 4.1      Truthfulness in Statements to Others
Rule 4.2      Communication with Person Represented by Counsel
Rule 4.3      Dealing with Unrepresented Person
Rule 4.4      Respect for Rights of Third Persons
  Law Firms and Associations
Rule 5.1      Responsibilities of a Partner or Supervisory Lawyer
Rule 5.2      Responsibilities of a Subordinate Lawyer
Rule 5.3      Responsibilities Regarding Nonlawyer Assistant
Rule 5.4      Professional Independence of a Lawyer
Rule 5.5      Unauthorized Practice of Law; Multijurisdictional Practiceof Law
Rule 5.6      Restrictions on Rights to Practice
Rule 5.7      Responsibilities Regarding Law-related Services
Public Service
Rule 6.1      Voluntary Pro Bono Publico Service
Rule 6.2      Accepting Appointments
Rule 6.3      Membership in Legal Services Organization
Rule 6.4      Law Reform Activities Affecting Client Interests
Rule 6.5      Nonprofit and Court Annexed Limited Legal Services Programs
Information About Legal Services
Rule 7.1      Communication Concerning a Lawyer's Services
Rule 7.2      Advertising
Rule 7.3      Direct Contact with Prospective Clients
Rule 7.4      Communication of Fields of Practice and Specialization
Rule 7.5      Firm Names and Letterhead
Rule 7.6      Political Contributions to Obtain Legal Engagements or Appointments by Judges
Maintaining the Integrity of the Profession
Rule 8.1      Bar Admission and Disciplinary Matters
Rule 8.2      Judicial and Legal Officials
Rule 8.3      Reporting Professional Misconduct
Rule 8.4      Misconduct
Rule 8.5      Disciplinary Authority; Choice of Law
Preface
For more than ninety years, the American Bar Association has provided leadership in legal ethics
and professional responsibility through the adoption of professional standards that serve as
models of the regulatory law governing the legal profession.
On August 27, 1908, the Association adopted the original Canons of Professional Ethics. These
were based principally on the Code of Ethics adopted by the Alabama Bar Association in 1887,
which in turn had been borrowed largely from the lectures of Judge George Sharswood,
published in 1854 as Professional Ethics, and from the fifty resolutions included in David
Hoffman's A Course of Legal Study (2d ed. 1836). Piecemeal amendments to the Canons
occasionally followed.
In 1913, the Standing Committee on Professional Ethics of the American Bar Association was
established to keep the Association informed about state and local bar activities concerning
professional ethics. In 1919 the name of the Committee was changed to the Committee on
Professional Ethics and Grievances; its role was expanded in 1922 to include issuing opinions
"concerning professional conduct, and particularly concerning the application of the tenets of
ethics thereto." In 1958 the Committee on Professional Ethics and Grievances was separated into
two committees: a Committee on Professional Grievances, with authority to review issues of
professional misconduct, and a Committee on Professional Ethics with responsibility to express
its opinion concerning proper professional and judicial conduct. The Committee on Professional
Grievances was discontinued in 1971. The name of the Committee on Professional Ethics was
changed to the Committee on Ethics and Professional Responsibility in 1971 and remains so.
In 1964, at the request of President Lewis F. Powell Jr., the House of Delegates of the American
Bar Association created a Special Committee on Evaluation of Ethical Standards (the "Wright
Committee") to assess whether changes should be made in the then-current Canons of
Professional Ethics. In response, the Committee produced the Model Code of Professional
Responsibility. The Model Code was adopted by the House of Delegates on August 12, 1969,
and subsequently by the vast majority of state and federal jurisdictions.
In 1977, the American Bar Association created the Commission on Evaluation of Professional
Standards to undertake a comprehensive rethinking of the ethical premises and problems of the
legal profession. Upon evaluating the Model Code and determining that amendment of the Code
would not achieve a comprehensive statement of the law governing the legal profession, the
Commission commenced a six-year study and drafting process that produced the Model Rules of
Professional Conduct. The Model Rules were adopted by the House of Delegates of the
American Bar Association on August 2, 1983. At the time this edition went to press, all but eight
of the jurisdictions had adopted new professional standards based on these Model Rules.
Between 1983 and 2002, the House amended the Rules and Comments on fourteen different
occasions. In 1997, the American Bar Association created the Commission on Evaluation of the
Rules of Professional Conduct ("Ethics 2000 Commission") to comprehensively review the
Model Rules and propose amendments as deemed appropriate. On February 5, 2002 the House of
Delegates adopted a series of amendments that arose from this process.
In 2000, the American Bar Association created the Commission on Multijurisdictional Practice
to research, study and report on the application of current ethics and bar admission rules to the
multijurisdictional practice of law. On August 12, 2002 the House of Delegates adopted
amendments to Rules 5.5 and 8.5 as a result of the Commission's work and recommendations.
The American Bar Association continues to pursue its goal of assuring the highest standards of
professional competence and ethical conduct. The Standing Committee on Ethics and
Professional Responsibility, charged with interpreting the professional standards of the
Association and recommending appropriate amendments and clarifications, issues opinions
interpreting the Model Rules of Professional Conduct and the Code of Judicial Conduct. The
opinions of the Committee are published by the American Bar Association in a series of hard
bound volumes containing opinions from 1924 through 1998 and the current loose-leaf
subscription service, Recent Ethics Opinions, starting in 1999.
Requests that the Committee issue opinions on particular questions of professional and judicial
conduct should be directed to the American Bar Association, Center for Professional
Responsibility, 541 North Fairbanks Court, Chicago, Illinois 60611.

Preamble And Scope

PREAMBLE:  A LAWYER'S RESPONSIBILITIES

[1] A lawyer, as a member of the legal profession, is a representative of clients, an officer of the
legal system and a public citizen having special responsibility for the quality of justice.
[2] As a representative of clients, a lawyer performs various functions. As advisor, a lawyer
provides a client with an informed understanding of the client's legal rights and obligations and
explains their practical implications. As advocate, a lawyer zealously asserts the client's position
under the rules of the adversary system. As negotiator, a lawyer seeks a result advantageous to
the client but consistent with requirements of honest dealings with others. As an evaluator, a
lawyer acts by examining a client's legal affairs and reporting about them to the client or to
others.
[3] In addition to these representational functions, a lawyer may serve as a third-party neutral, a
nonrepresentational role helping the parties to resolve a dispute or other matter. Some of these
Rules apply directly to lawyers who are or have served as third-party neutrals. See, e.g., Rules
1.12 and 2.4. In addition, there are Rules that apply to lawyers who are not active in the practice
of law or to practicing lawyers even when they are acting in a nonprofessional capacity. For
example, a lawyer who commits fraud in the conduct of a business is subject to discipline for
engaging in conduct involving dishonesty, fraud, deceit or misrepresentation. See Rule 8.4.
[4] In all professional functions a lawyer should be competent, prompt and diligent. A lawyer
should maintain communication with a client concerning the representation. A lawyer should
keep in confidence information relating to representation of a client except so far as disclosure is
required or permitted by the Rules of Professional Conduct or other law.
[5] A lawyer's conduct should conform to the requirements of the law, both in professional
service to clients and in the lawyer's business and personal affairs. A lawyer should use the law's
procedures only for legitimate purposes and not to harass or intimidate others. A lawyer should
demonstrate respect for the legal system and for those who serve it, including judges, other
lawyers and public officials. While it is a lawyer's duty, when necessary, to challenge the
rectitude of official action, it is also a lawyer's duty to uphold legal process.
[6] As a public citizen, a lawyer should seek improvement of the law, access to the legal system,
the administration of justice and the quality of service rendered by the legal profession. As a
member of a learned profession, a lawyer should cultivate knowledge of the law beyond its use
for clients, employ that knowledge in reform of the law and work to strengthen legal education.
In addition, a lawyer should further the public's understanding of and confidence in the rule of
law and the justice system because legal institutions in a constitutional democracy depend on
popular participation and support to maintain their authority. A lawyer should be mindful of
deficiencies in the administration of justice and of the fact that the poor, and sometimes persons
who are not poor, cannot afford adequate legal assistance. Therefore, all lawyers should devote
professional time and resources and use civic influence to ensure equal access to our system of
justice for all those who because of economic or social barriers cannot afford or secure adequate
legal counsel. A lawyer should aid the legal profession in pursuing these objectives and should
help the bar regulate itself in the public interest.
[7] Many of a lawyer's professional responsibilities are prescribed in the Rules of Professional
Conduct, as well as substantive and procedural law. However, a lawyer is also guided by
personal conscience and the approbation of professional peers. A lawyer should strive to attain
the highest level of skill, to improve the law and the legal profession and to exemplify the legal
profession's ideals of public service.
[8] A lawyer's responsibilities as a representative of clients, an officer of the legal system and a
public citizen are usually harmonious. Thus, when an opposing party is well represented, a
lawyer can be a zealous advocate on behalf of a client and at the same time assume that justice is
being done. So also, a lawyer can be sure that preserving client confidences ordinarily serves the
public interest because people are more likely to seek legal advice, and thereby heed their legal
obligations, when they know their communications will be private.
[9] In the nature of law practice, however, conflicting responsibilities are encountered. Virtually
all difficult ethical problems arise from conflict between a lawyer's responsibilities to clients, to
the legal system and to the lawyer's own interest in remaining an ethical person while earning a
satisfactory living. The Rules of Professional Conduct often prescribe terms for resolving such
conflicts. Within the framework of these Rules, however, many difficult issues of professional
discretion can arise. Such issues must be resolved through the exercise of sensitive professional
and moral judgment guided by the basic principles underlying the Rules. These principles
include the lawyer's obligation zealously to protect and pursue a client's legitimate interests,
within the bounds of the law, while maintaining a professional, courteous and civil attitude
toward all persons involved in the legal system.
[10] The legal profession is largely self-governing. Although other professions also have been
granted powers of self-government, the legal profession is unique in this respect because of the
close relationship between the profession and the processes of government and law enforcement.
This connection is manifested in the fact that ultimate authority over the legal profession is
vested largely in the courts.
[11] To the extent that lawyers meet the obligations of their professional calling, the occasion for
government regulation is obviated. Self-regulation also helps maintain the legal profession's
independence from government domination. An independent legal profession is an important
force in preserving government under law, for abuse of legal authority is more readily challenged
by a profession whose members are not dependent on government for the right to practice.
[12] The legal profession's relative autonomy carries with it special responsibilities of self-
government. The profession has a responsibility to assure that its regulations are conceived in the
public interest and not in furtherance of parochial or self-interested concerns of the bar. Every
lawyer is responsible for observance of the Rules of Professional Conduct. A lawyer should also
aid in securing their observance by other lawyers. Neglect of these responsibilities compromises
the independence of the profession and the public interest which it serves.
[13] Lawyers play a vital role in the preservation of society. The fulfillment of this role requires
an understanding by lawyers of their relationship to our legal system. The Rules of Professional
Conduct, when properly applied, serve to define that relationship.

SCOPE
[14] The Rules of Professional Conduct are rules of reason. They should be interpreted with
reference to the purposes of legal representation and of the law itself. Some of the Rules are
imperatives, cast in the terms "shall" or "shall not." These define proper conduct for purposes of
professional discipline. Others, generally cast in the term "may," are permissive and define areas
under the Rules in which the lawyer has discretion to exercise professional judgment. No
disciplinary action should be taken when the lawyer chooses not to act or acts within the bounds
of such discretion. Other Rules define the nature of relationships between the lawyer and others.
The Rules are thus partly obligatory and disciplinary and partly constitutive and descriptive in
that they define a lawyer's professional role. Many of the Comments use the term "should."
Comments do not add obligations to the Rules but provide guidance for practicing in compliance
with the Rules.
[15] The Rules presuppose a larger legal context shaping the lawyer's role. That context includes
court rules and statutes relating to matters of licensure, laws defining specific obligations of
lawyers and substantive and procedural law in general. The Comments are sometimes used to
alert lawyers to their responsibilities under such other law.
[16] Compliance with the Rules, as with all law in an open society, depends primarily upon
understanding and voluntary compliance, secondarily upon reinforcement by peer and public
opinion and finally, when necessary, upon enforcement through disciplinary proceedings. The
Rules do not, however, exhaust the moral and ethical considerations that should inform a lawyer,
for no worthwhile human activity can be completely defined by legal rules. The Rules simply
provide a framework for the ethical practice of law.
[17] Furthermore, for purposes of determining the lawyer's authority and responsibility,
principles of substantive law external to these Rules determine whether a client-lawyer
relationship exists. Most of the duties flowing from the client-lawyer relationship attach only
after the client has requested the lawyer to render legal services and the lawyer has agreed to do
so. But there are some duties, such as that of confidentiality under Rule 1.6, that attach when the
lawyer agrees to consider whether a client-lawyer relationship shall be established. See Rule
1.18. Whether a client-lawyer relationship exists for any specific purpose can depend on the
circumstances and may be a question of fact.
[18] Under various legal provisions, including constitutional, statutory and common law, the
responsibilities of government lawyers may include authority concerning legal matters that
ordinarily reposes in the client in private client-lawyer relationships. For example, a lawyer for a
government agency may have authority on behalf of the government to decide upon settlement or
whether to appeal from an adverse judgment. Such authority in various respects is generally
vested in the attorney general and the state's attorney in state government, and their federal
counterparts, and the same may be true of other government law officers. Also, lawyers under
the supervision of these officers may be authorized to represent several government agencies in
intragovernmental legal controversies in circumstances where a private lawyer could not
represent multiple private clients. These Rules do not abrogate any such authority.
[19] Failure to comply with an obligation or prohibition imposed by a Rule is a basis for
invoking the disciplinary process. The Rules presuppose that disciplinary assessment of a
lawyer's conduct will be made on the basis of the facts and circumstances as they existed at the
time of the conduct in question and in recognition of the fact that a lawyer often has to act upon
uncertain or incomplete evidence of the situation. Moreover, the Rules presuppose that whether
or not discipline should be imposed for a violation, and the severity of a sanction, depend on all
the circumstances, such as the willfulness and seriousness of the violation, extenuating factors
and whether there have been previous violations.
[20] Violation of a Rule should not itself give rise to a cause of action against a lawyer nor
should it create any presumption in such a case that a legal duty has been breached. In addition,
violation of a Rule does not necessarily warrant any other nondisciplinary remedy, such as
disqualification of a lawyer in pending litigation. The Rules are designed to provide guidance to
lawyers and to provide a structure for regulating conduct through disciplinary agencies. They are
not designed to be a basis for civil liability. Furthermore, the purpose of the Rules can be
subverted when they are invoked by opposing parties as procedural weapons. The fact that a
Rule is a just basis for a lawyer's self-assessment, or for sanctioning a lawyer under the
administration of a disciplinary authority, does not imply that an antagonist in a collateral
proceeding or transaction has standing to seek enforcement of the Rule. Nevertheless, since the
Rules do establish standards of conduct by lawyers, a lawyer's violation of a Rule may be
evidence of breach of the applicable standard of conduct.
[21] The Comment accompanying each Rule explains and illustrates the meaning and purpose of
the Rule. The Preamble and this note on Scope provide general orientation. The Comments are
intended as guides to interpretation, but the text of each Rule is authoritative.

Client-Lawyer Relationship
Rule 1.0 Terminology
(a) "Belief" or "believes" denotes that the person involved actually supposed the fact in question
to be true. A person's belief may be inferred from circumstances.
(b) "Confirmed in writing," when used in reference to the informed consent of a person, denotes
informed consent that is given in writing by the person or a writing that a lawyer promptly
transmits to the person confirming an oral informed consent. See paragraph (e) for the definition
of "informed consent." If it is not feasible to obtain or transmit the writing at the time the person
gives informed consent, then the lawyer must obtain or transmit it within a reasonable time
thereafter.
(c) "Firm" or "law firm" denotes a lawyer or lawyers in a law partnership, professional
corporation, sole proprietorship or other association authorized to practice law; or lawyers
employed in a legal services organization or the legal department of a corporation or other
organization.
(d) "Fraud" or "fraudulent" denotes conduct that is fraudulent under the substantive or procedural
law of the applicable jurisdiction and has a purpose to deceive.
(e) "Informed consent" denotes the agreement by a person to a proposed course of conduct after
the lawyer has communicated adequate information and explanation about the material risks of
and reasonably available alternatives to the proposed course of conduct.
(f) "Knowingly," "known," or "knows" denotes actual knowledge of the fact in question. A
person's knowledge may be inferred from circumstances.
(g) "Partner" denotes a member of a partnership, a shareholder in a law firm organized as a
professional corporation, or a member of an association authorized to practice law.
(h) "Reasonable" or "reasonably" when used in relation to conduct by a lawyer denotes the
conduct of a reasonably prudent and competent lawyer.
(i) "Reasonable belief" or "reasonably believes" when used in reference to a lawyer denotes that
the lawyer believes the matter in question and that the circumstances are such that the belief is
reasonable.
(j) "Reasonably should know" when used in reference to a lawyer denotes that a lawyer of
reasonable prudence and competence would ascertain the matter in question.
(k) "Screened" denotes the isolation of a lawyer from any participation in a matter through the
timely imposition of procedures within a firm that are reasonably adequate under the
circumstances to protect information that the isolated lawyer is obligated to protect under these
Rules or other law.
(l) "Substantial" when used in reference to degree or extent denotes a material matter of clear and
weighty importance.
(m) "Tribunal" denotes a court, an arbitrator in a binding arbitration proceeding or a legislative
body, administrative agency or other body acting in an adjudicative capacity. A legislative body,
administrative agency or other body acts in an adjudicative capacity when a neutral official, after
the presentation of evidence or legal argument by a party or parties, will render a binding legal
judgment directly affecting a party's interests in a particular matter.
(n) "Writing" or "written" denotes a tangible or electronic record of a communication or
representation, including handwriting, typewriting, printing, photostating, photography, audio or
videorecording and e-mail. A "signed" writing includes an electronic sound, symbol or process
attached to or logically associated with a writing and executed or adopted by a person with the
intent to sign the writing.
Rule 1.0 Terminology - Comment
Confirmed in Writing
[1] If it is not feasible to obtain or transmit a written confirmation at the time the client gives
informed consent, then the lawyer must obtain or transmit it within a reasonable time thereafter.
If a lawyer has obtained a client's informed consent, the lawyer may act in reliance on that
consent so long as it is confirmed in writing within a reasonable time thereafter.
Firm
[2] Whether two or more lawyers constitute a firm within paragraph (c) can depend on the
specific facts. For example, two practitioners who share office space and occasionally consult or
assist each other ordinarily would not be regarded as constituting a firm. However, if they
present themselves to the public in a way that suggests that they are a firm or conduct themselves
as a firm, they should be regarded as a firm for purposes of the Rules. The terms of any formal
agreement between associated lawyers are relevant in determining whether they are a firm, as is
the fact that they have mutual access to information concerning the clients they serve.
Furthermore, it is relevant in doubtful cases to consider the underlying purpose of the Rule that is
involved. A group of lawyers could be regarded as a firm for purposes of the Rule that the same
lawyer should not represent opposing parties in litigation, while it might not be so regarded for
purposes of the Rule that information acquired by one lawyer is attributed to another.
[3] With respect to the law department of an organization, including the government, there is
ordinarily no question that the members of the department constitute a firm within the meaning
of the Rules of Professional Conduct. There can be uncertainty, however, as to the identity of the
client. For example, it may not be clear whether the law department of a corporation represents a
subsidiary or an affiliated corporation, as well as the corporation by which the members of the
department are directly employed. A similar question can arise concerning an unincorporated
association and its local affiliates.
[4] Similar questions can also arise with respect to lawyers in legal aid and legal services
organizations. Depending upon the structure of the organization, the entire organization or
different components of it may constitute a firm or firms for purposes of these Rules.
Fraud
[5] When used in these Rules, the terms "fraud" or "fraudulent" refer to conduct that is
characterized as such under the substantive or procedural law of the applicable jurisdiction and
has a purpose to deceive. This does not include merely negligent misrepresentation or negligent
failure to apprise another of relevant information. For purposes of these Rules, it is not necessary
that anyone has suffered damages or relied on the misrepresentation or failure to inform.
Informed Consent
[6] Many of the Rules of Professional Conduct require the lawyer to obtain the informed consent
of a client or other person (e.g., a former client or, under certain circumstances, a prospective
client) before accepting or continuing representation or pursuing a course of conduct. See, e.g.,
Rules 1.2(c), 1.6(a) and 1.7(b). The communication necessary to obtain such consent will vary
according to the Rule involved and the circumstances giving rise to the need to obtain informed
consent. The lawyer must make reasonable efforts to ensure that the client or other person
possesses information reasonably adequate to make an informed decision. Ordinarily, this will
require communication that includes a disclosure of the facts and circumstances giving rise to the
situation, any explanation reasonably necessary to inform the client or other person of the
material advantages and disadvantages of the proposed course of conduct and a discussion of the
client's or other person's options and alternatives. In some circumstances it may be appropriate
for a lawyer to advise a client or other person to seek the advice of other counsel. A lawyer need
not inform a client or other person of facts or implications already known to the client or other
person; nevertheless, a lawyer who does not personally inform the client or other person assumes
the risk that the client or other person is inadequately informed and the consent is invalid. In
determining whether the information and explanation provided are reasonably adequate, relevant
factors include whether the client or other person is experienced in legal matters generally and in
making decisions of the type involved, and whether the client or other person is independently
represented by other counsel in giving the consent. Normally, such persons need less information
and explanation than others, and generally a client or other person who is independently
represented by other counsel in giving the consent should be assumed to have given informed
consent.
[7] Obtaining informed consent will usually require an affirmative response by the client or other
person. In general, a lawyer may not assume consent from a client's or other person's silence.
Consent may be inferred, however, from the conduct of a client or other person who has
reasonably adequate information about the matter. A number of Rules require that a person's
consent be confirmed in writing. See Rules 1.7(b) and 1.9(a). For a definition of "writing" and
"confirmed in writing," see paragraphs (n) and (b). Other Rules require that a client's consent be
obtained in a writing signed by the client. See, e.g., Rules 1.8(a) and (g). For a definition of
"signed," see paragraph (n).
Screened
[8] This definition applies to situations where screening of a personally disqualified lawyer is
permitted to remove imputation of a conflict of interest under Rules 1.10, 1.11, 1.12 or 1.18.
[9] The purpose of screening is to assure the affected parties that confidential information known
by the personally disqualified lawyer remains protected. The personally disqualified lawyer
should acknowledge the obligation not to communicate with any of the other lawyers in the firm
with respect to the matter. Similarly, other lawyers in the firm who are working on the matter
should be informed that the screening is in place and that they may not communicate with the
personally disqualified lawyer with respect to the matter. Additional screening measures that are
appropriate for the particular matter will depend on the circumstances. To implement, reinforce
and remind all affected lawyers of the presence of the screening, it may be appropriate for the
firm to undertake such procedures as a written undertaking by the screened lawyer to avoid any
communication with other firm personnel and any contact with any firm files or other materials
relating to the matter, written notice and instructions to all other firm personnel forbidding any
communication with the screened lawyer relating to the matter, denial of access by the screened
lawyer to firm files or other materials relating to the matter and periodic reminders of the screen
to the screened lawyer and all other firm personnel.
[10] In order to be effective, screening measures must be implemented as soon as practical after
a lawyer or law firm knows or reasonably should know that there is a need for screening.

Rule 1.1 Competence

A lawyer shall provide competent representation to a client. Competent representation requires
the legal knowledge, skill, thoroughness and preparation reasonably necessary for the
representation.
Rule 1.1 Competence - Comment
Legal Knowledge and Skill
[1] In determining whether a lawyer employs the requisite knowledge and skill in a particular
matter, relevant factors include the relative complexity and specialized nature of the matter, the
lawyer's general experience, the lawyer's training and experience in the field in question, the
preparation and study the lawyer is able to give the matter and whether it is feasible to refer the
matter to, or associate or consult with, a lawyer of established competence in the field in
question. In many instances, the required proficiency is that of a general practitioner. Expertise
in a particular field of law may be required in some circumstances.
[2] A lawyer need not necessarily have special training or prior experience to handle legal
problems of a type with which the lawyer is unfamiliar. A newly admitted lawyer can be as
competent as a practitioner with long experience. Some important legal skills, such as the
analysis of precedent, the evaluation of evidence and legal drafting, are required in all legal
problems. Perhaps the most fundamental legal skill consists of determining what kind of legal
problems a situation may involve, a skill that necessarily transcends any particular specialized
knowledge. A lawyer can provide adequate representation in a wholly novel field through
necessary study. Competent representation can also be provided through the association of a
lawyer of established competence in the field in question.
[3] In an emergency a lawyer may give advice or assistance in a matter in which the lawyer does
not have the skill ordinarily required where referral to or consultation or association with another
lawyer would be impractical. Even in an emergency, however, assistance should be limited to
that reasonably necessary in the circumstances, for ill-considered action under emergency
conditions can jeopardize the client's interest.
[4] A lawyer may accept representation where the requisite level of competence can be achieved
by reasonable preparation. This applies as well to a lawyer who is appointed as counsel for an
unrepresented person. See also Rule 6.2.
Thoroughness and Preparation
[5] Competent handling of a particular matter includes inquiry into and analysis of the factual
and legal elements of the problem, and use of methods and procedures meeting the standards of
competent practitioners. It also includes adequate preparation. The required attention and
preparation are determined in part by what is at stake; major litigation and complex transactions
ordinarily require more extensive treatment than matters of lesser complexity and consequence.
An agreement between the lawyer and the client regarding the scope of the representation may
limit the matters for which the lawyer is responsible. See Rule 1.2(c).
Maintaining Competence
[6] To maintain the requisite knowledge and skill, a lawyer should keep abreast of changes in the
law and its practice, engage in continuing study and education and comply with all continuing
legal education requirements to which the lawyer is subject.

Rule 1.2 Scope Of Representation And Allocation Of

Authority Between Client And Lawyer
(a) Subject to paragraphs (c) and (d), a lawyer shall abide by a client's decisions concerning the
objectives of representation and, as required by Rule 1.4, shall consult with the client as to the
means by which they are to be pursued. A lawyer may take such action on behalf of the client as
is impliedly authorized to carry out the representation. A lawyer shall abide by a client's decision
whether to settle a matter. In a criminal case, the lawyer shall abide by the client's decision, after
consultation with the lawyer, as to a plea to be entered, whether to waive jury trial and whether
the client will testify.
(b) A lawyer's representation of a client, including representation by appointment, does not
constitute an endorsement of the client's political, economic, social or moral views or activities.
(c) A lawyer may limit the scope of the representation if the limitation is reasonable under the
circumstances and the client gives informed consent.
(d) A lawyer shall not counsel a client to engage, or assist a client, in conduct that the lawyer
knows is criminal or fraudulent, but a lawyer may discuss the legal consequences of any
proposed course of conduct with a client and may counsel or assist a client to make a good faith
effort to determine the validity, scope, meaning or application of the law.
Rule 1.2 Scope Of Representation And Allocation Of Authority Between Client And Lawyer - Comment
Allocation of Authority between Client and Lawyer
[1] Paragraph (a) confers upon the client the ultimate authority to determine the purposes to be
served by legal representation, within the limits imposed by law and the lawyer's professional
obligations. The decisions specified in paragraph (a), such as whether to settle a civil matter,
must also be made by the client. See Rule 1.4(a)(1) for the lawyer's duty to communicate with
the client about such decisions. With respect to the means by which the client's objectives are to
be pursued, the lawyer shall consult with the client as required by Rule 1.4(a)(2) and may take
such action as is impliedly authorized to carry out the representation.
[2] On occasion, however, a lawyer and a client may disagree about the means to be used to
accomplish the client's objectives. Clients normally defer to the special knowledge and skill of
their lawyer with respect to the means to be used to accomplish their objectives, particularly with
respect to technical, legal and tactical matters. Conversely, lawyers usually defer to the client
regarding such questions as the expense to be incurred and concern for third persons who might
be adversely affected. Because of the varied nature of the matters about which a lawyer and
client might disagree and because the actions in question may implicate the interests of a tribunal
or other persons, this Rule does not prescribe how such disagreements are to be resolved. Other
law, however, may be applicable and should be consulted by the lawyer. The lawyer should also
consult with the client and seek a mutually acceptable resolution of the disagreement. If such
efforts are unavailing and the lawyer has a fundamental disagreement with the client, the lawyer
may withdraw from the representation. See Rule 1.16(b)(4). Conversely, the client may resolve
the disagreement by discharging the lawyer. See Rule 1.16(a)(3).
[3] At the outset of a representation, the client may authorize the lawyer to take specific action
on the client's behalf without further consultation. Absent a material change in circumstances and
subject to Rule 1.4, a lawyer may rely on such an advance authorization. The client may,
however, revoke such authority at any time.
[4] In a case in which the client appears to be suffering diminished capacity, the lawyer's duty to
abide by the client's decisions is to be guided by reference to Rule 1.14.
Independence from Client's Views or Activities
[5] Legal representation should not be denied to people who are unable to afford legal services,
or whose cause is controversial or the subject of popular disapproval. By the same token,
representing a client does not constitute approval of the client's views or activities.
Agreements Limiting Scope of Representation
[6] The scope of services to be provided by a lawyer may be limited by agreement with the client
or by the terms under which the lawyer's services are made available to the client. When a lawyer
has been retained by an insurer to represent an insured, for example, the representation may be
limited to matters related to the insurance coverage. A limited representation may be appropriate
because the client has limited objectives for the representation. In addition, the terms upon which
representation is undertaken may exclude specific means that might otherwise be used to
accomplish the client's objectives. Such limitations may exclude actions that the client thinks are
too costly or that the lawyer regards as repugnant or imprudent.
[7] Although this Rule affords the lawyer and client substantial latitude to limit the
representation, the limitation must be reasonable under the circumstances. If, for example, a
client's objective is limited to securing general information about the law the client needs in
order to handle a common and typically uncomplicated legal problem, the lawyer and client may
agree that the lawyer's services will be limited to a brief telephone consultation. Such a
limitation, however, would not be reasonable if the time allotted was not sufficient to yield
advice upon which the client could rely. Although an agreement for a limited representation does
not exempt a lawyer from the duty to provide competent representation, the limitation is a factor
to be considered when determining the legal knowledge, skill, thoroughness and preparation
reasonably necessary for the representation. See Rule 1.1.
[8] All agreements concerning a lawyer's representation of a client must accord with the Rules of
Professional Conduct and other law. See, e.g., Rules 1.1, 1.8 and 5.6.
Criminal, Fraudulent and Prohibited Transactions
[9] Paragraph (d) prohibits a lawyer from knowingly counseling or assisting a client to commit a
crime or fraud. This prohibition, however, does not preclude the lawyer from giving an honest
opinion about the actual consequences that appear likely to result from a client's conduct. Nor
does the fact that a client uses advice in a course of action that is criminal or fraudulent of itself
make a lawyer a party to the course of action. There is a critical distinction between presenting
an analysis of legal aspects of questionable conduct and recommending the means by which a
crime or fraud might be committed with impunity.
[10] When the client's course of action has already begun and is continuing, the lawyer's
responsibility is especially delicate. The lawyer is required to avoid assisting the client, for
example, by drafting or delivering documents that the lawyer knows are fraudulent or by
suggesting how the wrongdoing might be concealed. A lawyer may not continue assisting a
client in conduct that the lawyer originally supposed was legally proper but then discovers is
criminal or fraudulent. The lawyer must, therefore, withdraw from the representation of the client
in the matter. See Rule 1.16(a). In some cases, withdrawal alone might be insufficient. It may be
necessary for the lawyer to give notice of the fact of withdrawal and to disaffirm any opinion,
document, affirmation or the like. See Rule 4.1.
[11] Where the client is a fiduciary, the lawyer may be charged with special obligations in
dealings with a beneficiary.
[12] Paragraph (d) applies whether or not the defrauded party is a party to the transaction. Hence,
a lawyer must not participate in a transaction to effectuate criminal or fraudulent avoidance of
tax liability. Paragraph (d) does not preclude undertaking a criminal defense incident to a general
retainer for legal services to a lawful enterprise. The last clause of paragraph (d) recognizes that
determining the validity or interpretation of a statute or regulation may require a course of action
involving disobedience of the statute or regulation or of the interpretation placed upon it by
governmental authorities.
[13] If a lawyer comes to know or reasonably should know that a client expects assistance not
permitted by the Rules of Professional Conduct or other law or if the lawyer intends to act
contrary to the client's instructions, the lawyer must consult with the client regarding the
limitations on the lawyer's conduct. See Rule 1.4(a)(5).

Rule 1.3 Diligence

A lawyer shall act with reasonable diligence and promptness in representing a client.
Rule 1.3 Diligence - Comment
[1] A lawyer should pursue a matter on behalf of a client despite opposition, obstruction or
personal inconvenience to the lawyer, and take whatever lawful and ethical measures are
required to vindicate a client's cause or endeavor. A lawyer must also act with commitment and
dedication to the interests of the client and with zeal in advocacy upon the client's behalf. A
lawyer is not bound, however, to press for every advantage that might be realized for a client.
For example, a lawyer may have authority to exercise professional discretion in determining the
means by which a matter should be pursued. See Rule 1.2. The lawyer's duty to act with
reasonable diligence does not require the use of offensive tactics or preclude the treating of all
persons involved in the legal process with courtesy and respect.
[2] A lawyer's work load must be controlled so that each matter can be handled competently.
[3] Perhaps no professional shortcoming is more widely resented than procrastination. A client's
interests often can be adversely affected by the passage of time or the change of conditions; in
extreme instances, as when a lawyer overlooks a statute of limitations, the client's legal position
may be destroyed. Even when the client's interests are not affected in substance, however,
unreasonable delay can cause a client needless anxiety and undermine confidence in the lawyer's
trustworthiness. A lawyer's duty to act with reasonable promptness, however, does not preclude
the lawyer from agreeing to a reasonable request for a postponement that will not prejudice the
lawyer's client.
[4] Unless the relationship is terminated as provided in Rule 1.16, a lawyer should carry through
to conclusion all matters undertaken for a client. If a lawyer's employment is limited to a specific
matter, the relationship terminates when the matter has been resolved. If a lawyer has served a
client over a substantial period in a variety of matters, the client sometimes may assume that the
lawyer will continue to serve on a continuing basis unless the lawyer gives notice of withdrawal.
Doubt about whether a client-lawyer relationship still exists should be clarified by the lawyer,
preferably in writing, so that the client will not mistakenly suppose the lawyer is looking after
the client's affairs when the lawyer has ceased to do so. For example, if a lawyer has handled a
judicial or administrative proceeding that produced a result adverse to the client and the lawyer
and the client have not agreed that the lawyer will handle the matter on appeal, the lawyer must
consult with the client about the possibility of appeal before relinquishing responsibility for the
matter. See Rule 1.4(a)(2). Whether the lawyer is obligated to prosecute the appeal for the client
depends on the scope of the representation the lawyer has agreed to provide to the client. See
Rule 1.2.
[5] To prevent neglect of client matters in the event of a sole practitioner's death or disability, the
duty of diligence may require that each sole practitioner prepare a plan, in conformity with
applicable rules, that designates another competent lawyer to review client files, notify each
client of the lawyer's death or disability, and determine whether there is a need for immediate
protective action. Cf. Rule 28 of the American Bar Association Model Rules for Lawyer
Disciplinary Enforcement (providing for court appointment of a lawyer to inventory files and
take other protective action in absence of a plan providing for another lawyer to protect the
interests of the clients of a deceased or disabled lawyer).

Rule 1.4 Communication

(a) A lawyer shall:
(1) promptly inform the client of any decision or circumstance with respect to which the client's
informed consent, as defined in Rule 1.0(e), is required by these Rules;
(2) reasonably consult with the client about the means by which the client's objectives are to be
accomplished;
(3) keep the client reasonably informed about the status of the matter;
(4) promptly comply with reasonable requests for information; and
(5) consult with the client about any relevant limitation on the lawyer's conduct when the lawyer
knows that the client expects assistance not permitted by the Rules of Professional Conduct or
other law.
(b) A lawyer shall explain a matter to the extent reasonably necessary to permit the client to
make informed decisions regarding the representation.
Rule 1.4 Communication - Comment
[1] Reasonable communication between the lawyer and the client is necessary for the client
effectively to participate in the representation.
Communicating with Client
[2] If these Rules require that a particular decision about the representation be made by the
client, paragraph (a)(1) requires that the lawyer promptly consult with and secure the client's
consent prior to taking action unless prior discussions with the client have resolved what action
the client wants the lawyer to take. For example, a lawyer who receives from opposing counsel
an offer of settlement in a civil controversy or a proffered plea bargain in a criminal case must
promptly inform the client of its substance unless the client has previously indicated that the
proposal will be acceptable or unacceptable or has authorized the lawyer to accept or to reject the
offer. See Rule 1.2(a).
[3] Paragraph (a)(2) requires the lawyer to reasonably consult with the client about the means to
be used to accomplish the client's objectives. In some situations — depending on both the
importance of the action under consideration and the feasibility of consulting with the client —
this duty will require consultation prior to taking action. In other circumstances, such as during a
trial when an immediate decision must be made, the exigency of the situation may require the
lawyer to act without prior consultation. In such cases the lawyer must nonetheless act
reasonably to inform the client of actions the lawyer has taken on the client's behalf.
Additionally, paragraph (a)(3) requires that the lawyer keep the client reasonably informed about
the status of the matter, such as significant developments affecting the timing or the substance of
the representation.
[4] A lawyer's regular communication with clients will minimize the occasions on which a client
will need to request information concerning the representation. When a client makes a reasonable
request for information, however, paragraph (a)(4) requires prompt compliance with the request,
or if a prompt response is not feasible, that the lawyer, or a member of the lawyer's staff,
acknowledge receipt of the request and advise the client when a response may be expected.
Client telephone calls should be promptly returned or acknowledged.
Explaining Matters
[5] The client should have sufficient information to participate intelligently in decisions
concerning the objectives of the representation and the means by which they are to be pursued, to
the extent the client is willing and able to do so. Adequacy of communication depends in part on
the kind of advice or assistance that is involved. For example, when there is time to explain a
proposal made in a negotiation, the lawyer should review all important provisions with the client
before proceeding to an agreement. In litigation a lawyer should explain the general strategy and
prospects of success and ordinarily should consult the client on tactics that are likely to result in
significant expense or to injure or coerce others. On the other hand, a lawyer ordinarily will not
be expected to describe trial or negotiation strategy in detail. The guiding principle is that the
lawyer should fulfill reasonable client expectations for information consistent with the duty to
act in the client's best interests, and the client's overall requirements as to the character of
representation. In certain circumstances, such as when a lawyer asks a client to consent to a
representation affected by a conflict of interest, the client must give informed consent, as defined
in Rule 1.0(e).
[6] Ordinarily, the information to be provided is that appropriate for a client who is a
comprehending and responsible adult. However, fully informing the client according to this
standard may be impracticable, for example, where the client is a child or suffers from
diminished capacity. See Rule 1.14. When the client is an organization or group, it is often
impossible or inappropriate to inform every one of its members about its legal affairs; ordinarily,
the lawyer should address communications to the appropriate officials of the organization. See
Rule 1.13. Where many routine matters are involved, a system of limited or occasional reporting
may be arranged with the client.
Withholding Information
[7] In some circumstances, a lawyer may be justified in delaying transmission of information
when the client would be likely to react imprudently to an immediate communication. Thus, a
lawyer might withhold a psychiatric diagnosis of a client when the examining psychiatrist
indicates that disclosure would harm the client. A lawyer may not withhold information to serve
the lawyer's own interest or convenience or the interests or convenience of another person. Rules
or court orders governing litigation may provide that information supplied to a lawyer may not
be disclosed to the client. Rule 3.4(c) directs compliance with such rules or orders.

Rule 1.5 Fees

(a) A lawyer shall not make an agreement for, charge, or collect an unreasonable fee or an
unreasonable amount for expenses. The factors to be considered in determining the
reasonableness of a fee include the following:
(1) the time and labor required, the novelty and difficulty of the questions involved, and the skill
requisite to perform the legal service properly;
(2) the likelihood, if apparent to the client, that the acceptance of the particular employment will
preclude other employment by the lawyer;
(3) the fee customarily charged in the locality for similar legal services;
(4) the amount involved and the results obtained;
(5) the time limitations imposed by the client or by the circumstances;
(6) the nature and length of the professional relationship with the client;
(7) the experience, reputation, and ability of the lawyer or lawyers performing the services; and
(8) whether the fee is fixed or contingent.
(b) The scope of the representation and the basis or rate of the fee and expenses for which the
client will be responsible shall be communicated to the client, preferably in writing, before or
within a reasonable time after commencing the representation, except when the lawyer will
charge a regularly represented client on the same basis or rate. Any changes in the basis or rate
of the fee or expenses shall also be communicated to the client.
(c) A fee may be contingent on the outcome of the matter for which the service is rendered,
except in a matter in which a contingent fee is prohibited by paragraph (d) or other law. A
contingent fee agreement shall be in a writing signed by the client and shall state the method by
which the fee is to be determined, including the percentage or percentages that shall accrue to the
lawyer in the event of settlement, trial or appeal; litigation and other expenses to be deducted
from the recovery; and whether such expenses are to be deducted before or after the contingent
fee is calculated. The agreement must clearly notify the client of any expenses for which the
client will be liable whether or not the client is the prevailing party. Upon conclusion of a
contingent fee matter, the lawyer shall provide the client with a written statement stating the
outcome of the matter and, if there is a recovery, showing the remittance to the client and the
method of its determination.
(d) A lawyer shall not enter into an arrangement for, charge, or collect:
(1) any fee in a domestic relations matter, the payment or amount of which is contingent upon
the securing of a divorce or upon the amount of alimony or support, or property settlement in lieu
thereof; or
(2) a contingent fee for representing a defendant in a criminal case.
(e) A division of a fee between lawyers who are not in the same firm may be made only if:
(1) the division is in proportion to the services performed by each lawyer or each lawyer assumes
joint responsibility for the representation;
(2) the client agrees to the arrangement, including the share each lawyer will receive, and the
agreement is confirmed in writing; and
(3) the total fee is reasonable.
Rule 1.5 Fees - Comment
Reasonableness of Fee and Expenses
[1] Paragraph (a) requires that lawyers charge fees that are reasonable under the circumstances. The
factors specified in (1) through (8) are not exclusive. Nor will each factor be relevant in each instance.
Paragraph (a) also requires that expenses for which the client will be charged must be reasonable. A
lawyer may seek reimbursement for the cost of services performed in-house, such as copying, or for
other expenses incurred in-house, such as telephone charges, either by charging a reasonable amount
to which the client has agreed in advance or by charging an amount that reasonably reflects the cost
incurred by the lawyer.
Basis or Rate of Fee
[2] When the lawyer has regularly represented a client, they ordinarily will have evolved an
understanding concerning the basis or rate of the fee and the expenses for which the client will be
responsible. In a new client-lawyer relationship, however, an understanding as to fees and expenses
must be promptly established. Generally, it is desirable to furnish the client with at least a simple
memorandum or copy of the lawyer's customary fee arrangements that states the general nature of the
legal services to be provided, the basis, rate or total amount of the fee and whether and to what extent
the client will be responsible for any costs, expenses or disbursements in the course of the
representation. A written statement concerning the terms of the engagement reduces the possibility of
misunderstanding.
[3] Contingent fees, like any other fees, are subject to the reasonableness standard of paragraph (a) of
this Rule. In determining whether a particular contingent fee is reasonable, or whether it is reasonable
to charge any form of contingent fee, a lawyer must consider the factors that are relevant under the
circumstances. Applicable law may impose limitations on contingent fees, such as a ceiling on the
percentage allowable, or may require a lawyer to offer clients an alternative basis for the fee. Applicable
law also may apply to situations other than a contingent fee, for example, government regulations
regarding fees in certain tax matters.
Terms of Payment
[4] A lawyer may require advance payment of a fee, but is obliged to return any unearned portion. See
Rule 1.16(d). A lawyer may accept property in payment for services, such as an ownership interest in an
enterprise, providing this does not involve acquisition of a proprietary interest in the cause of action or
subject matter of the litigation contrary to Rule 1.8 (i). However, a fee paid in property instead of money
may be subject to the requirements of Rule 1.8(a) because such fees often have the essential qualities of
a business transaction with the client.
[5] An agreement may not be made whose terms might induce the lawyer improperly to curtail services
for the client or perform them in a way contrary to the client's interest. For example, a lawyer should
not enter into an agreement whereby services are to be provided only up to a stated amount when it is
foreseeable that more extensive services probably will be required, unless the situation is adequately
explained to the client. Otherwise, the client might have to bargain for further assistance in the midst of
a proceeding or transaction. However, it is proper to define the extent of services in light of the client's
ability to pay. A lawyer should not exploit a fee arrangement based primarily on hourly charges by using
wasteful procedures.
Prohibited Contingent Fees
[6] Paragraph (d) prohibits a lawyer from charging a contingent fee in a domestic relations matter when
payment is contingent upon the securing of a divorce or upon the amount of alimony or support or
property settlement to be obtained. This provision does not preclude a contract for a contingent fee for
legal representation in connection with the recovery of post-judgment balances due under support,
alimony or other financial orders because such contracts do not implicate the same policy concerns.
Division of Fee

[7] A division of fee is a single billing to a client covering the fee of two or more lawyers who are not in
the same firm. A division of fee facilitates association of more than one lawyer in a matter in which
neither alone could serve the client as well, and most often is used when the fee is contingent and the
division is between a referring lawyer and a trial specialist. Paragraph (e) permits the lawyers to divide a
fee either on the basis of the proportion of services they render or if each lawyer assumes responsibility
for the representation as a whole. In addition, the client must agree to the arrangement, including the
share that each lawyer is to receive, and the agreement must be confirmed in writing. Contingent fee
agreements must be in a writing signed by the client and must otherwise comply with paragraph (c) of
this Rule. Joint responsibility for the representation entails financial and ethical responsibility for the
representation as if the lawyers were associated in a partnership. A lawyer should only refer a matter to
a lawyer whom the referring lawyer reasonably believes is competent to handle the matter. See Rule
1.1.
[8] Paragraph (e) does not prohibit or regulate division of fees to be received in the future for work done
when lawyers were previously associated in a law firm.
Disputes over Fees
[9] If a procedure has been established for resolution of fee disputes, such as an arbitration or mediation
procedure established by the bar, the lawyer must comply with the procedure when it is mandatory,
and, even when it is voluntary, the lawyer should conscientiously consider submitting to it. Law may
prescribe a procedure for determining a lawyer's fee, for example, in representation of an executor or
administrator, a class or a person entitled to a reasonable fee as part of the measure of damages. The
lawyer entitled to such a fee and a lawyer representing another party concerned with the fee should
comply with the prescribed procedure.

Rule 1.6 Confidentiality Of Information

(a) A lawyer shall not reveal information relating to the representation of a client unless the
client gives informed consent, the disclosure is impliedly authorized in order to carry out the
representation or the disclosure is permitted by paragraph (b).
(b) A lawyer may reveal information relating to the representation of a client to the extent the
lawyer reasonably believes necessary:
(1) to prevent reasonably certain death or substantial bodily harm;
(2) to prevent the client from committing a crime or fraud that is reasonably certain to result in
substantial injury to the financial interests or property of another and in furtherance of which the
client has used or is using the lawyer's services;
(3) to prevent, mitigate or rectify substantial injury to the financial interests or property of
another that is reasonably certain to result or has resulted from the client's commission of a crime
or fraud in furtherance of which the client has used the lawyer's services;
(4) to secure legal advice about the lawyer's compliance with these Rules;
(5) to establish a claim or defense on behalf of the lawyer in a controversy between the lawyer
and the client, to establish a defense to a criminal charge or civil claim against the lawyer based
upon conduct in which the client was involved, or to respond to allegations in any proceeding
concerning the lawyer's representation of the client; or
(6) to comply with other law or a court order.
Rule 1.6 Confidentiality Of Information - Comment
[1] This Rule governs the disclosure by a lawyer of information relating to the representation of a
client during the lawyer's representation of the client. See Rule 1.18 for the lawyer's duties with
respect to information provided to the lawyer by a prospective client, Rule 1.9(c)(2) for the
lawyer's duty not to reveal information relating to the lawyer's prior representation of a former
client and Rules 1.8(b) and 1.9(c)(1) for the lawyer's duties with respect to the use of such
information to the disadvantage of clients and former clients.
[2] A fundamental principle in the client-lawyer relationship is that, in the absence of the client's
informed consent, the lawyer must not reveal information relating to the representation. See Rule
1.0(e) for the definition of informed consent. This contributes to the trust that is the hallmark of
the client-lawyer relationship. The client is thereby encouraged to seek legal assistance and to
communicate fully and frankly with the lawyer even as to embarrassing or legally damaging
subject matter. The lawyer needs this information to represent the client effectively and, if
necessary, to advise the client to refrain from wrongful conduct. Almost without exception,
clients come to lawyers in order to determine their rights and what is, in the complex of laws and
regulations, deemed to be legal and correct. Based upon experience, lawyers know that almost all
clients follow the advice given, and the law is upheld.
[3] The principle of client-lawyer confidentiality is given effect by related bodies of law: the
attorney-client privilege, the work product doctrine and the rule of confidentiality established in
professional ethics. The attorney-client privilege and work-product doctrine apply in judicial and
other proceedings in which a lawyer may be called as a witness or otherwise required to produce
evidence concerning a client. The rule of client-lawyer confidentiality applies in situations other
than those where evidence is sought from the lawyer through compulsion of law. The
confidentiality rule, for example, applies not only to matters communicated in confidence by the
client but also to all information relating to the representation, whatever its source. A lawyer may
not disclose such information except as authorized or required by the Rules of Professional
Conduct or other law. See also Scope.
[4] Paragraph (a) prohibits a lawyer from revealing information relating to the representation of a
client. This prohibition also applies to disclosures by a lawyer that do not in themselves reveal
protected information but could reasonably lead to the discovery of such information by a third
person. A lawyer's use of a hypothetical to discuss issues relating to the representation is
permissible so long as there is no reasonable likelihood that the listener will be able to ascertain
the identity of the client or the situation involved.
Authorized Disclosure
[5] Except to the extent that the client's instructions or special circumstances limit that authority,
a lawyer is impliedly authorized to make disclosures about a client when appropriate in carrying
out the representation. In some situations, for example, a lawyer may be impliedly authorized to
admit a fact that cannot properly be disputed or to make a disclosure that facilitates a satisfactory
conclusion to a matter. Lawyers in a firm may, in the course of the firm's practice, disclose to
each other information relating to a client of the firm, unless the client has instructed that
particular information be confined to specified lawyers.
Disclosure Adverse to Client
[6] Although the public interest is usually best served by a strict rule requiring lawyers to
preserve the confidentiality of information relating to the representation of their clients, the
confidentiality rule is subject to limited exceptions. Paragraph (b)(1) recognizes the overriding
value of life and physical integrity and permits disclosure reasonably necessary to prevent
reasonably certain death or substantial bodily harm. Such harm is reasonably certain to occur if it
will be suffered imminently or if there is a present and substantial threat that a person will suffer
such harm at a later date if the lawyer fails to take action necessary to eliminate the threat. Thus,
a lawyer who knows that a client has accidentally discharged toxic waste into a town's water
supply may reveal this information to the authorities if there is a present and substantial risk that
a person who drinks the water will contract a life-threatening or debilitating disease and the
lawyer's disclosure is necessary to eliminate the threat or reduce the number of victims.
[7] Paragraph (b)(2) is a limited exception to the rule of confidentiality that permits the lawyer to
reveal information to the extent necessary to enable affected persons or appropriate authorities to
prevent the client from committing a crime or fraud, as defined in Rule 1.0(d), that is reasonably
certain to result in substantial injury to the financial or property interests of another and in
furtherance of which the client has used or is using the lawyer's services. Such a serious abuse of
the client-lawyer relationship by the client forfeits the protection of this Rule. The client can, of
course, prevent such disclosure by refraining from the wrongful conduct. Although paragraph (b)
(2) does not require the lawyer to reveal the client's misconduct, the lawyer may not counsel or
assist the client in conduct the lawyer knows is criminal or fraudulent. See Rule 1.2(d). See also
Rule 1.16 with respect to the lawyer's obligation or right to withdraw from the representation of
the client in such circumstances, and Rule 1.13(c), which permits the lawyer, where the client is
an organization, to reveal information relating to the representation in limited circumstances.
[8] Paragraph (b)(3) addresses the situation in which the lawyer does not learn of the client's
crime or fraud until after it has been consummated. Although the client no longer has the option
of preventing disclosure by refraining from the wrongful conduct, there will be situations in
which the loss suffered by the affected person can be prevented, rectified or mitigated. In such
situations, the lawyer may disclose information relating to the representation to the extent
necessary to enable the affected persons to prevent or mitigate reasonably certain losses or to
attempt to recoup their losses. Paragraph (b)(3) does not apply when a person who has
committed a crime or fraud thereafter employs a lawyer for representation concerning that
offense.
[9] A lawyer's confidentiality obligations do not preclude a lawyer from securing confidential
legal advice about the lawyer's personal responsibility to comply with these Rules. In most
situations, disclosing information to secure such advice will be impliedly authorized for the
lawyer to carry out the representation. Even when the disclosure is not impliedly authorized,
paragraph (b)(4) permits such disclosure because of the importance of a lawyer's compliance
with the Rules of Professional Conduct.
[10] Where a legal claim or disciplinary charge alleges complicity of the lawyer in a client's
conduct or other misconduct of the lawyer involving representation of the client, the lawyer may
respond to the extent the lawyer reasonably believes necessary to establish a defense. The same
is true with respect to a claim involving the conduct or representation of a former client. Such a
charge can arise in a civil, criminal, disciplinary or other proceeding and can be based on a
wrong allegedly committed by the lawyer against the client or on a wrong alleged by a third
person, for example, a person claiming to have been defrauded by the lawyer and client acting
together. The lawyer's right to respond arises when an assertion of such complicity has been
made. Paragraph (b)(5) does not require the lawyer to await the commencement of an action or
proceeding that charges such complicity, so that the defense may be established by responding
directly to a third party who has made such an assertion. The right to defend also applies, of
course, where a proceeding has been commenced.
[11] A lawyer entitled to a fee is permitted by paragraph (b)(5) to prove the services rendered in
an action to collect it. This aspect of the rule expresses the principle that the beneficiary of a
fiduciary relationship may not exploit it to the detriment of the fiduciary.
[12] Other law may require that a lawyer disclose information about a client. Whether such a law
supersedes Rule 1.6 is a question of law beyond the scope of these Rules. When disclosure of
information relating to the representation appears to be required by other law, the lawyer must
discuss the matter with the client to the extent required by Rule 1.4. If, however, the other law
supersedes this Rule and requires disclosure, paragraph (b)(6) permits the lawyer to make such
disclosures as are necessary to comply with the law.
[13] A lawyer may be ordered to reveal information relating to the representation of a client by a
court or by another tribunal or governmental entity claiming authority pursuant to other law to
compel the disclosure. Absent informed consent of the client to do otherwise, the lawyer should
assert on behalf of the client all nonfrivolous claims that the order is not authorized by other law
or that the information sought is protected against disclosure by the attorney-client privilege or
other applicable law. In the event of an adverse ruling, the lawyer must consult with the client
about the possibility of appeal to the extent required by Rule 1.4. Unless review is sought,
however, paragraph (b)(6) permits the lawyer to comply with the court's order.
[14] Paragraph (b) permits disclosure only to the extent the lawyer reasonably believes the
disclosure is necessary to accomplish one of the purposes specified. Where practicable, the
lawyer should first seek to persuade the client to take suitable action to obviate the need for
disclosure. In any case, a disclosure adverse to the client's interest should be no greater than the
lawyer reasonably believes necessary to accomplish the purpose. If the disclosure will be made
in connection with a judicial proceeding, the disclosure should be made in a manner that limits
access to the information to the tribunal or other persons having a need to know it and
appropriate protective orders or other arrangements should be sought by the lawyer to the fullest
extent practicable.
[15] Paragraph (b) permits but does not require the disclosure of information relating to a client's
representation to accomplish the purposes specified in paragraphs (b)(1) through (b)(6). In
exercising the discretion conferred by this Rule, the lawyer may consider such factors as the
nature of the lawyer's relationship with the client and with those who might be injured by the
client, the lawyer's own involvement in the transaction and factors that may extenuate the
conduct in question. A lawyer's decision not to disclose as permitted by paragraph (b) does not
violate this Rule. Disclosure may be required, however, by other Rules. Some Rules require
disclosure only if such disclosure would be permitted by paragraph (b). See Rules 1.2(d), 4.1(b),
8.1 and 8.3. Rule 3.3, on the other hand, requires disclosure in some circumstances regardless of
whether such disclosure is permitted by this Rule. See Rule 3.3(c).
Acting Competently to Preserve Confidentiality
[16] A lawyer must act competently to safeguard information relating to the representation of a
client against inadvertent or unauthorized disclosure by the lawyer or other persons who are
participating in the representation of the client or who are subject to the lawyer's supervision. See
Rules 1.1, 5.1 and 5.3.
[17] When transmitting a communication that includes information relating to the representation
of a client, the lawyer must take reasonable precautions to prevent the information from coming
into the hands of unintended recipients. This duty, however, does not require that the lawyer use
special security measures if the method of communication affords a reasonable expectation of
privacy. Special circumstances, however, may warrant special precautions. Factors to be
considered in determining the reasonableness of the lawyer's expectation of confidentiality
include the sensitivity of the information and the extent to which the privacy of the
communication is protected by law or by a confidentiality agreement. A client may require the
lawyer to implement special security measures not required by this Rule or may give informed
consent to the use of a means of communication that would otherwise be prohibited by this Rule.
Former Client
[18] The duty of confidentiality continues after the client-lawyer relationship has terminated. See
Rule 1.9(c)(2). See Rule 1.9(c)(1) for the prohibition against using such information to the
disadvantage of the former client.

Rule 1.7 Conflict Of Interest: Current Clients

(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation
involves a concurrent conflict of interest. A concurrent conflict of interest exists if:
(1) the representation of one client will be directly adverse to another client; or
(2) there is a significant risk that the representation of one or more clients will be materially
limited by the lawyer's responsibilities to another client, a former client or a third person or by a
personal interest of the lawyer.
(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a
lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent
representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client against another
client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed in writing.
Rule 1.7 Conflict Of Interest: Current Clients - Comment
General Principles
[1] Loyalty and independent judgment are essential elements in the lawyer's relationship to a
client. Concurrent conflicts of interest can arise from the lawyer's responsibilities to another
client, a former client or a third person or from the lawyer's own interests. For specific Rules
regarding certain concurrent conflicts of interest, see Rule 1.8. For former client conflicts of
interest, see Rule 1.9. For conflicts of interest involving prospective clients, see Rule 1.18. For
definitions of "informed consent" and "confirmed in writing," see Rule 1.0(e) and (b).
[2] Resolution of a conflict of interest problem under this Rule requires the lawyer to: 1) clearly
identify the client or clients; 2) determine whether a conflict of interest exists; 3) decide whether
the representation may be undertaken despite the existence of a conflict, i.e., whether the conflict
is consentable; and 4) if so, consult with the clients affected under paragraph (a) and obtain their
informed consent, confirmed in writing. The clients affected under paragraph (a) include both of
the clients referred to in paragraph (a)(1) and the one or more clients whose representation might
be materially limited under paragraph (a)(2).
[3] A conflict of interest may exist before representation is undertaken, in which event the
representation must be declined, unless the lawyer obtains the informed consent of each client
under the conditions of paragraph (b). To determine whether a conflict of interest exists, a lawyer
should adopt reasonable procedures, appropriate for the size and type of firm and practice, to
determine in both litigation and non-litigation matters the persons and issues involved. See also
Comment to Rule 5.1. Ignorance caused by a failure to institute such procedures will not excuse
a lawyer's violation of this Rule. As to whether a client-lawyer relationship exists or, having once
been established, is continuing, see Comment to Rule 1.3 and Scope.
[4] If a conflict arises after representation has been undertaken, the lawyer ordinarily must
withdraw from the representation, unless the lawyer has obtained the informed consent of the
client under the conditions of paragraph (b). See Rule 1.16. Where more than one client is
involved, whether the lawyer may continue to represent any of the clients is determined both by
the lawyer's ability to comply with duties owed to the former client and by the lawyer's ability to
represent adequately the remaining client or clients, given the lawyer's duties to the former client.
See Rule 1.9. See also Comments [5] and [29].
[5] Unforeseeable developments, such as changes in corporate and other organizational
affiliations or the addition or realignment of parties in litigation, might create conflicts in the
midst of a representation, as when a company sued by the lawyer on behalf of one client is
bought by another client represented by the lawyer in an unrelated matter. Depending on the
circumstances, the lawyer may have the option to withdraw from one of the representations in
order to avoid the conflict. The lawyer must seek court approval where necessary and take steps
to minimize harm to the clients. See Rule 1.16. The lawyer must continue to protect the
confidences of the client from whose representation the lawyer has withdrawn. See Rule 1.9(c).
Identifying Conflicts of Interest: Directly Adverse
[6] Loyalty to a current client prohibits undertaking representation directly adverse to that client
without that client's informed consent. Thus, absent consent, a lawyer may not act as an advocate
in one matter against a person the lawyer represents in some other matter, even when the matters
are wholly unrelated. The client as to whom the representation is directly adverse is likely to feel
betrayed, and the resulting damage to the client-lawyer relationship is likely to impair the
lawyer's ability to represent the client effectively. In addition, the client on whose behalf the
adverse representation is undertaken reasonably may fear that the lawyer will pursue that client's
case less effectively out of deference to the other client, i.e., that the representation may be
materially limited by the lawyer's interest in retaining the current client. Similarly, a directly
adverse conflict may arise when a lawyer is required to cross-examine a client who appears as a
witness in a lawsuit involving another client, as when the testimony will be damaging to the
client who is represented in the lawsuit. On the other hand, simultaneous representation in
unrelated matters of clients whose interests are only economically adverse, such as
representation of competing economic enterprises in unrelated litigation, does not ordinarily
constitute a conflict of interest and thus may not require consent of the respective clients.
[7] Directly adverse conflicts can also arise in transactional matters. For example, if a lawyer is
asked to represent the seller of a business in negotiations with a buyer represented by the lawyer,
not in the same transaction but in another, unrelated matter, the lawyer could not undertake the
representation without the informed consent of each client.
Identifying Conflicts of Interest: Material Limitation
[8] Even where there is no direct adverseness, a conflict of interest exists if there is a significant
risk that a lawyer's ability to consider, recommend or carry out an appropriate course of action
for the client will be materially limited as a result of the lawyer's other responsibilities or
interests. For example, a lawyer asked to represent several individuals seeking to form a joint
venture is likely to be materially limited in the lawyer's ability to recommend or advocate all
possible positions that each might take because of the lawyer's duty of loyalty to the others. The
conflict in effect forecloses alternatives that would otherwise be available to the client. The mere
possibility of subsequent harm does not itself require disclosure and consent. The critical
questions are the likelihood that a difference in interests will eventuate and, if it does, whether it
will materially interfere with the lawyer's independent professional judgment in considering
alternatives or foreclose courses of action that reasonably should be pursued on behalf of the
client.
Lawyer's Responsibilities to Former Clients and Other Third Persons
[9] In addition to conflicts with other current clients, a lawyer's duties of loyalty and
independence may be materially limited by responsibilities to former clients under Rule 1.9 or by
the lawyer's responsibilities to other persons, such as fiduciary duties arising from a lawyer's
service as a trustee, executor or corporate director.
Personal Interest Conflicts
[10] The lawyer's own interests should not be permitted to have an adverse effect on
representation of a client. For example, if the probity of a lawyer's own conduct in a transaction
is in serious question, it may be difficult or impossible for the lawyer to give a client detached
advice. Similarly, when a lawyer has discussions concerning possible employment with an
opponent of the lawyer's client, or with a law firm representing the opponent, such discussions
could materially limit the lawyer's representation of the client. In addition, a lawyer may not
allow related business interests to affect representation, for example, by referring clients to an
enterprise in which the lawyer has an undisclosed financial interest. See Rule 1.8 for specific
Rules pertaining to a number of personal interest conflicts, including business transactions with
clients. See also Rule 1.10 (personal interest conflicts under Rule 1.7 ordinarily are not imputed
to other lawyers in a law firm).
[11] When lawyers representing different clients in the same matter or in substantially related
matters are closely related by blood or marriage, there may be a significant risk that client
confidences will be revealed and that the lawyer's family relationship will interfere with both
loyalty and independent professional judgment. As a result, each client is entitled to know of the
existence and implications of the relationship between the lawyers before the lawyer agrees to
undertake the representation. Thus, a lawyer related to another lawyer, e.g., as parent, child,
sibling or spouse, ordinarily may not represent a client in a matter where that lawyer is
representing another party, unless each client gives informed consent. The disqualification
arising from a close family relationship is personal and ordinarily is not imputed to members of
firms with whom the lawyers are associated. See Rule 1.10.
[12] A lawyer is prohibited from engaging in sexual relationships with a client unless the sexual
relationship predates the formation of the client-lawyer relationship. See Rule 1.8(j).
Interest of Person Paying for a Lawyer's Service
[13] A lawyer may be paid from a source other than the client, including a co-client, if the client
is informed of that fact and consents and the arrangement does not compromise the lawyer's duty
of loyalty or independent judgment to the client. See Rule 1.8(f). If acceptance of the payment
from any other source presents a significant risk that the lawyer's representation of the client will
be materially limited by the lawyer's own interest in accommodating the person paying the
lawyer's fee or by the lawyer's responsibilities to a payer who is also a co-client, then the lawyer
must comply with the requirements of paragraph (b) before accepting the representation,
including determining whether the conflict is consentable and, if so, that the client has adequate
information about the material risks of the representation.
Prohibited Representations
[14] Ordinarily, clients may consent to representation notwithstanding a conflict. However, as
indicated in paragraph (b), some conflicts are nonconsentable, meaning that the lawyer involved
cannot properly ask for such agreement or provide representation on the basis of the client's
consent. When the lawyer is representing more than one client, the question of consentability
must be resolved as to each client.
[15] Consentability is typically determined by considering whether the interests of the clients
will be adequately protected if the clients are permitted to give their informed consent to
representation burdened by a conflict of interest. Thus, under paragraph (b)(1), representation is
prohibited if in the circumstances the lawyer cannot reasonably conclude that the lawyer will be
able to provide competent and diligent representation. See Rule 1.1 (competence) and Rule 1.3
(diligence).
[16] Paragraph (b)(2) describes conflicts that are nonconsentable because the representation is
prohibited by applicable law. For example, in some states substantive law provides that the same
lawyer may not represent more than one defendant in a capital case, even with the consent of the
clients, and under federal criminal statutes certain representations by a former government
lawyer are prohibited, despite the informed consent of the former client. In addition, decisional
law in some states limits the ability of a governmental client, such as a municipality, to consent
to a conflict of interest.
[17] Paragraph (b)(3) describes conflicts that are nonconsentable because of the institutional
interest in vigorous development of each client's position when the clients are aligned directly
against each other in the same litigation or other proceeding before a tribunal. Whether clients
are aligned directly against each other within the meaning of this paragraph requires examination
of the context of the proceeding. Although this paragraph does not preclude a lawyer's multiple
representation of adverse parties to a mediation (because mediation is not a proceeding before a
"tribunal" under Rule 1.0(m)), such representation may be precluded by paragraph (b)(1).
Informed Consent
[18] Informed consent requires that each affected client be aware of the relevant circumstances
and of the material and reasonably foreseeable ways that the conflict could have adverse effects
on the interests of that client. See Rule 1.0(e) (informed consent). The information required
depends on the nature of the conflict and the nature of the risks involved. When representation of
multiple clients in a single matter is undertaken, the information must include the implications of
the common representation, including possible effects on loyalty, confidentiality and the
attorney-client privilege and the advantages and risks involved. See Comments [30] and [31]
(effect of common representation on confidentiality).
[19] Under some circumstances it may be impossible to make the disclosure necessary to obtain
consent. For example, when the lawyer represents different clients in related matters and one of
the clients refuses to consent to the disclosure necessary to permit the other client to make an
informed decision, the lawyer cannot properly ask the latter to consent. In some cases the
alternative to common representation can be that each party may have to obtain separate
representation with the possibility of incurring additional costs. These costs, along with the
benefits of securing separate representation, are factors that may be considered by the affected
client in determining whether common representation is in the client's interests.
Consent Confirmed in Writing
[20] Paragraph (b) requires the lawyer to obtain the informed consent of the client, confirmed in
writing. Such a writing may consist of a document executed by the client or one that the lawyer
promptly records and transmits to the client following an oral consent. See Rule 1.0(b). See also
Rule 1.0(n) (writing includes electronic transmission). If it is not feasible to obtain or transmit
the writing at the time the client gives informed consent, then the lawyer must obtain or transmit
it within a reasonable time thereafter. See Rule 1.0(b). The requirement of a writing does not
supplant the need in most cases for the lawyer to talk with the client, to explain the risks and
advantages, if any, of representation burdened with a conflict of interest, as well as reasonably
available alternatives, and to afford the client a reasonable opportunity to consider the risks and
alternatives and to raise questions and concerns. Rather, the writing is required in order to
impress upon clients the seriousness of the decision the client is being asked to make and to
avoid disputes or ambiguities that might later occur in the absence of a writing.
Revoking Consent
[21] A client who has given consent to a conflict may revoke the consent and, like any other
client, may terminate the lawyer's representation at any time. Whether revoking consent to the
client's own representation precludes the lawyer from continuing to represent other clients
depends on the circumstances, including the nature of the conflict, whether the client revoked
consent because of a material change in circumstances, the reasonable expectations of the other
client and whether material detriment to the other clients or the lawyer would result.
Consent to Future Conflict
[22] Whether a lawyer may properly request a client to waive conflicts that might arise in the
future is subject to the test of paragraph (b). The effectiveness of such waivers is generally
determined by the extent to which the client reasonably understands the material risks that the
waiver entails. The more comprehensive the explanation of the types of future representations
that might arise and the actual and reasonably foreseeable adverse consequences of those
representations, the greater the likelihood that the client will have the requisite understanding.
Thus, if the client agrees to consent to a particular type of conflict with which the client is
already familiar, then the consent ordinarily will be effective with regard to that type of conflict.
If the consent is general and open-ended, then the consent ordinarily will be ineffective, because
it is not reasonably likely that the client will have understood the material risks involved. On the
other hand, if the client is an experienced user of the legal services involved and is reasonably
informed regarding the risk that a conflict may arise, such consent is more likely to be effective,
particularly if, e.g., the client is independently represented by other counsel in giving consent and
the consent is limited to future conflicts unrelated to the subject of the representation. In any
case, advance consent cannot be effective if the circumstances that materialize in the future are
such as would make the conflict nonconsentable under paragraph (b).
Conflicts in Litigation
[23] Paragraph (b)(3) prohibits representation of opposing parties in the same litigation,
regardless of the clients' consent. On the other hand, simultaneous representation of parties
whose interests in litigation may conflict, such as coplaintiffs or codefendants, is governed by
paragraph (a)(2). A conflict may exist by reason of substantial discrepancy in the parties'
testimony, incompatibility in positions in relation to an opposing party or the fact that there are
substantially different possibilities of settlement of the claims or liabilities in question. Such
conflicts can arise in criminal cases as well as civil. The potential for conflict of interest in
representing multiple defendants in a criminal case is so grave that ordinarily a lawyer should
decline to represent more than one codefendant. On the other hand, common representation of
persons having similar interests in civil litigation is proper if the requirements of paragraph (b)
are met.
[24] Ordinarily a lawyer may take inconsistent legal positions in different tribunals at different
times on behalf of different clients. The mere fact that advocating a legal position on behalf of
one client might create precedent adverse to the interests of a client represented by the lawyer in
an unrelated matter does not create a conflict of interest. A conflict of interest exists, however, if
there is a significant risk that a lawyer's action on behalf of one client will materially limit the
lawyer's effectiveness in representing another client in a different case; for example, when a
decision favoring one client will create a precedent likely to seriously weaken the position taken
on behalf of the other client. Factors relevant in determining whether the clients need to be
advised of the risk include: where the cases are pending, whether the issue is substantive or
procedural, the temporal relationship between the matters, the significance of the issue to the
immediate and long-term interests of the clients involved and the clients' reasonable expectations
in retaining the lawyer. If there is significant risk of material limitation, then absent informed
consent of the affected clients, the lawyer must refuse one of the representations or withdraw
from one or both matters.
[25] When a lawyer represents or seeks to represent a class of plaintiffs or defendants in a class-
action lawsuit, unnamed members of the class are ordinarily not considered to be clients of the
lawyer for purposes of applying paragraph (a)(1) of this Rule. Thus, the lawyer does not
typically need to get the consent of such a person before representing a client suing the person in
an unrelated matter. Similarly, a lawyer seeking to represent an opponent in a class action does
not typically need the consent of an unnamed member of the class whom the lawyer represents in
an unrelated matter.
Nonlitigation Conflicts
[26] Conflicts of interest under paragraphs (a)(1) and (a)(2) arise in contexts other than litigation.
For a discussion of directly adverse conflicts in transactional matters, see Comment [7]. Relevant
factors in determining whether there is significant potential for material limitation include the
duration and intimacy of the lawyer's relationship with the client or clients involved, the
functions being performed by the lawyer, the likelihood that disagreements will arise and the
likely prejudice to the client from the conflict. The question is often one of proximity and degree.
See Comment [8].
[27] For example, conflict questions may arise in estate planning and estate administration. A
lawyer may be called upon to prepare wills for several family members, such as husband and
wife, and, depending upon the circumstances, a conflict of interest may be present. In estate
administration the identity of the client may be unclear under the law of a particular jurisdiction.
Under one view, the client is the fiduciary; under another view the client is the estate or trust,
including its beneficiaries. In order to comply with conflict of interest rules, the lawyer should
make clear the lawyer's relationship to the parties involved.
[28] Whether a conflict is consentable depends on the circumstances. For example, a lawyer may
not represent multiple parties to a negotiation whose interests are fundamentally antagonistic to
each other, but common representation is permissible where the clients are generally aligned in
interest even though there is some difference in interest among them. Thus, a lawyer may seek to
establish or adjust a relationship between clients on an amicable and mutually advantageous
basis; for example, in helping to organize a business in which two or more clients are
entrepreneurs, working out the financial reorganization of an enterprise in which two or more
clients have an interest or arranging a property distribution in settlement of an estate. The lawyer
seeks to resolve potentially adverse interests by developing the parties' mutual interests.
Otherwise, each party might have to obtain separate representation, with the possibility of
incurring additional cost, complication or even litigation. Given these and other relevant factors,
the clients may prefer that the lawyer act for all of them.
Special Considerations in Common Representation
[29] In considering whether to represent multiple clients in the same matter, a lawyer should be
mindful that if the common representation fails because the potentially adverse interests cannot
be reconciled, the result can be additional cost, embarrassment and recrimination. Ordinarily, the
lawyer will be forced to withdraw from representing all of the clients if the common
representation fails. In some situations, the risk of failure is so great that multiple representation
is plainly impossible. For example, a lawyer cannot undertake common representation of clients
where contentious litigation or negotiations between them are imminent or contemplated.
Moreover, because the lawyer is required to be impartial between commonly represented clients,
representation of multiple clients is improper when it is unlikely that impartiality can be
maintained. Generally, if the relationship between the parties has already assumed antagonism,
the possibility that the clients' interests can be adequately served by common representation is
not very good. Other relevant factors are whether the lawyer subsequently will represent both
parties on a continuing basis and whether the situation involves creating or terminating a
relationship between the parties.
[30] A particularly important factor in determining the appropriateness of common
representation is the effect on client-lawyer confidentiality and the attorney-client privilege. With
regard to the attorney-client privilege, the prevailing rule is that, as between commonly
represented clients, the privilege does not attach. Hence, it must be assumed that if litigation
eventuates between the clients, the privilege will not protect any such communications, and the
clients should be so advised.
[31] As to the duty of confidentiality, continued common representation will almost certainly be
inadequate if one client asks the lawyer not to disclose to the other client information relevant to
the common representation. This is so because the lawyer has an equal duty of loyalty to each
client, and each client has the right to be informed of anything bearing on the representation that
might affect that client's interests and the right to expect that the lawyer will use that information
to that client's benefit. See Rule 1.4. The lawyer should, at the outset of the common
representation and as part of the process of obtaining each client's informed consent, advise each
client that information will be shared and that the lawyer will have to withdraw if one client
decides that some matter material to the representation should be kept from the other. In limited
circumstances, it may be appropriate for the lawyer to proceed with the representation when the
clients have agreed, after being properly informed, that the lawyer will keep certain information
confidential. For example, the lawyer may reasonably conclude that failure to disclose one
client's trade secrets to another client will not adversely affect representation involving a joint
venture between the clients and agree to keep that information confidential with the informed
consent of both clients.
[32] When seeking to establish or adjust a relationship between clients, the lawyer should make
clear that the lawyer's role is not that of partisanship normally expected in other circumstances
and, thus, that the clients may be required to assume greater responsibility for decisions than
when each client is separately represented. Any limitations on the scope of the representation
made necessary as a result of the common representation should be fully explained to the clients
at the outset of the representation. See Rule 1.2(c).
[33] Subject to the above limitations, each client in the common representation has the right to
loyal and diligent representation and the protection of Rule 1.9 concerning the obligations to a
former client. The client also has the right to discharge the lawyer as stated in Rule 1.16.
Organizational Clients
[34] A lawyer who represents a corporation or other organization does not, by virtue of that
representation, necessarily represent any constituent or affiliated organization, such as a parent or
subsidiary. See Rule 1.13(a). Thus, the lawyer for an organization is not barred from accepting
representation adverse to an affiliate in an unrelated matter, unless the circumstances are such
that the affiliate should also be considered a client of the lawyer, there is an understanding
between the lawyer and the organizational client that the lawyer will avoid representation
adverse to the client's affiliates, or the lawyer's obligations to either the organizational client or
the new client are likely to limit materially the lawyer's representation of the other client.
[35] A lawyer for a corporation or other organization who is also a member of its board of
directors should determine whether the responsibilities of the two roles may conflict. The lawyer
may be called on to advise the corporation in matters involving actions of the directors.
Consideration should be given to the frequency with which such situations may arise, the
potential intensity of the conflict, the effect of the lawyer's resignation from the board and the
possibility of the corporation's obtaining legal advice from another lawyer in such situations. If
there is material risk that the dual role will compromise the lawyer's independence of
professional judgment, the lawyer should not serve as a director or should cease to act as the
corporation's lawyer when conflicts of interest arise. The lawyer should advise the other
members of the board that in some circumstances matters discussed at board meetings while the
lawyer is present in the capacity of director might not be protected by the attorney-client
privilege and that conflict of interest considerations might require the lawyer's recusal as a
director or might require the lawyer and the lawyer's firm to decline representation of the
corporation in a matter.

Rule 1.8 Conflict Of Interest: Current Clients: Specific

Rules
(a) A lawyer shall not enter into a business transaction with a client or knowingly acquire an
ownership, possessory, security or other pecuniary interest adverse to a client unless:
(1) the transaction and terms on which the lawyer acquires the interest are fair and reasonable to
the client and are fully disclosed and transmitted in writing in a manner that can be reasonably
understood by the client;
(2) the client is advised in writing of the desirability of seeking and is given a reasonable
opportunity to seek the advice of independent legal counsel on the transaction; and
(3) the client gives informed consent, in a writing signed by the client, to the essential terms of
the transaction and the lawyer's role in the transaction, including whether the lawyer is
representing the client in the transaction.
(b) A lawyer shall not use information relating to representation of a client to the disadvantage of
the client unless the client gives informed consent, except as permitted or required by these
Rules.
(c) A lawyer shall not solicit any substantial gift from a client, including a testamentary gift, or
prepare on behalf of a client an instrument giving the lawyer or a person related to the lawyer
any substantial gift unless the lawyer or other recipient of the gift is related to the client. For
purposes of this paragraph, related persons include a spouse, child, grandchild, parent,
grandparent or other relative or individual with whom the lawyer or the client maintains a close,
familial relationship.
(d) Prior to the conclusion of representation of a client, a lawyer shall not make or negotiate an
agreement giving the lawyer literary or media rights to a portrayal or account based in substantial
part on information relating to the representation.
(e) A lawyer shall not provide financial assistance to a client in connection with pending or
contemplated litigation, except that:
(1) a lawyer may advance court costs and expenses of litigation, the repayment of which may be
contingent on the outcome of the matter; and
(2) a lawyer representing an indigent client may pay court costs and expenses of litigation on
behalf of the client.
(f) A lawyer shall not accept compensation for representing a client from one other than the
client unless:
(1) the client gives informed consent;
(2) there is no interference with the lawyer's independence of professional judgment or with the
client-lawyer relationship; and
(3) information relating to representation of a client is protected as required by Rule 1.6.
(g) A lawyer who represents two or more clients shall not participate in making an aggregate
settlement of the claims of or against the clients, or in a criminal case an aggregated agreement
as to guilty or nolo contendere pleas, unless each client gives informed consent, in a writing
signed by the client. The lawyer's disclosure shall include the existence and nature of all the
claims or pleas involved and of the participation of each person in the settlement.
(h) A lawyer shall not:
(1) make an agreement prospectively limiting the lawyer's liability to a client for malpractice
unless the client is independently represented in making the agreement; or
(2) settle a claim or potential claim for such liability with an unrepresented client or former client
unless that person is advised in writing of the desirability of seeking and is given a reasonable
opportunity to seek the advice of independent legal counsel in connection therewith.
(i) A lawyer shall not acquire a proprietary interest in the cause of action or subject matter of
litigation the lawyer is conducting for a client, except that the lawyer may:
(1) acquire a lien authorized by law to secure the lawyer's fee or expenses; and
(2) contract with a client for a reasonable contingent fee in a civil case.
(j) A lawyer shall not have sexual relations with a client unless a consensual sexual relationship
existed between them when the client-lawyer relationship commenced.
(k) While lawyers are associated in a firm, a prohibition in the foregoing paragraphs (a) through
(i) that applies to any one of them shall apply to all of them.
Rule 1.8 Conflict Of Interest: Current Clients: Specific Rules - Comment
Business Transactions Between Client and Lawyer
[1] A lawyer's legal skill and training, together with the relationship of trust and confidence
between lawyer and client, create the possibility of overreaching when the lawyer participates in
a business, property or financial transaction with a client, for example, a loan or sales transaction
or a lawyer investment on behalf of a client. The requirements of paragraph (a) must be met even
when the transaction is not closely related to the subject matter of the representation, as when a
lawyer drafting a will for a client learns that the client needs money for unrelated expenses and
offers to make a loan to the client. The Rule applies to lawyers engaged in the sale of goods or
services related to the practice of law, for example, the sale of title insurance or investment
services to existing clients of the lawyer's legal practice. See Rule 5.7. It also applies to lawyers
purchasing property from estates they represent. It does not apply to ordinary fee arrangements
between client and lawyer, which are governed by Rule 1.5, although its requirements must be
met when the lawyer accepts an interest in the client's business or other nonmonetary property as
payment of all or part of a fee. In addition, the Rule does not apply to standard commercial
transactions between the lawyer and the client for products or services that the client generally
markets to others, for example, banking or brokerage services, medical services, products
manufactured or distributed by the client, and utilities' services. In such transactions, the lawyer
has no advantage in dealing with the client, and the restrictions in paragraph (a) are unnecessary
and impracticable.
[2] Paragraph (a)(1) requires that the transaction itself be fair to the client and that its essential
terms be communicated to the client, in writing, in a manner that can be reasonably understood.
Paragraph (a)(2) requires that the client also be advised, in writing, of the desirability of seeking
the advice of independent legal counsel. It also requires that the client be given a reasonable
opportunity to obtain such advice. Paragraph (a)(3) requires that the lawyer obtain the client's
informed consent, in a writing signed by the client, both to the essential terms of the transaction
and to the lawyer's role. When necessary, the lawyer should discuss both the material risks of the
proposed transaction, including any risk presented by the lawyer's involvement, and the existence
of reasonably available alternatives and should explain why the advice of independent legal
counsel is desirable. See Rule 1.0(e) (definition of informed consent).
[3] The risk to a client is greatest when the client expects the lawyer to represent the client in the
transaction itself or when the lawyer's financial interest otherwise poses a significant risk that the
lawyer's representation of the client will be materially limited by the lawyer's financial interest in
the transaction. Here the lawyer's role requires that the lawyer must comply, not only with the
requirements of paragraph (a), but also with the requirements of Rule 1.7. Under that Rule, the
lawyer must disclose the risks associated with the lawyer's dual role as both legal adviser and
participant in the transaction, such as the risk that the lawyer will structure the transaction or give
legal advice in a way that favors the lawyer's interests at the expense of the client. Moreover, the
lawyer must obtain the client's informed consent. In some cases, the lawyer's interest may be
such that Rule 1.7 will preclude the lawyer from seeking the client's consent to the transaction.
[4] If the client is independently represented in the transaction, paragraph (a)(2) of this Rule is
inapplicable, and the paragraph (a)(1) requirement for full disclosure is satisfied either by a
written disclosure by the lawyer involved in the transaction or by the client's independent
counsel. The fact that the client was independently represented in the transaction is relevant in
determining whether the agreement was fair and reasonable to the client as paragraph (a)(1)
further requires.
Use of Information Related to Representation
[5] Use of information relating to the representation to the disadvantage of the client violates the
lawyer's duty of loyalty. Paragraph (b) applies when the information is used to benefit either the
lawyer or a third person, such as another client or business associate of the lawyer. For example,
if a lawyer learns that a client intends to purchase and develop several parcels of land, the lawyer
may not use that information to purchase one of the parcels in competition with the client or to
recommend that another client make such a purchase. The Rule does not prohibit uses that do not
disadvantage the client. For example, a lawyer who learns a government agency's interpretation
of trade legislation during the representation of one client may properly use that information to
benefit other clients. Paragraph (b) prohibits disadvantageous use of client information unless the
client gives informed consent, except as permitted or required by these Rules. See Rules 1.2(d),
1.6, 1.9(c), 3.3, 4.1(b), 8.1 and 8.3.
Gifts to Lawyers
[6] A lawyer may accept a gift from a client, if the transaction meets general standards of
fairness. For example, a simple gift such as a present given at a holiday or as a token of
appreciation is permitted. If a client offers the lawyer a more substantial gift, paragraph (c) does
not prohibit the lawyer from accepting it, although such a gift may be voidable by the client
under the doctrine of undue influence, which treats client gifts as presumptively fraudulent. In
any event, due to concerns about overreaching and imposition on clients, a lawyer may not
suggest that a substantial gift be made to the lawyer or for the lawyer's benefit, except where the
lawyer is related to the client as set forth in paragraph (c).
[7] If effectuation of a substantial gift requires preparing a legal instrument such as a will or
conveyance the client should have the detached advice that another lawyer can provide. The sole
exception to this Rule is where the client is a relative of the donee.
[8] This Rule does not prohibit a lawyer from seeking to have the lawyer or a partner or associate
of the lawyer named as executor of the client's estate or to another potentially lucrative fiduciary
position. Nevertheless, such appointments will be subject to the general conflict of interest
provision in Rule 1.7 when there is a significant risk that the lawyer's interest in obtaining the
appointment will materially limit the lawyer's independent professional judgment in advising the
client concerning the choice of an executor or other fiduciary. In obtaining the client's informed
consent to the conflict, the lawyer should advise the client concerning the nature and extent of
the lawyer's financial interest in the appointment, as well as the availability of alternative
candidates for the position.
Literary Rights
[9] An agreement by which a lawyer acquires literary or media rights concerning the conduct of
the representation creates a conflict between the interests of the client and the personal interests
of the lawyer. Measures suitable in the representation of the client may detract from the
publication value of an account of the representation. Paragraph (d) does not prohibit a lawyer
representing a client in a transaction concerning literary property from agreeing that the lawyer's
fee shall consist of a share in ownership in the property, if the arrangement conforms to Rule 1.5
and paragraphs (a) and (i).
Financial Assistance
[10] Lawyers may not subsidize lawsuits or administrative proceedings brought on behalf of
their clients, including making or guaranteeing loans to their clients for living expenses, because
to do so would encourage clients to pursue lawsuits that might not otherwise be brought and
because such assistance gives lawyers too great a financial stake in the litigation. These dangers
do not warrant a prohibition on a lawyer lending a client court costs and litigation expenses,
including the expenses of medical examination and the costs of obtaining and presenting
evidence, because these advances are virtually indistinguishable from contingent fees and help
ensure access to the courts. Similarly, an exception allowing lawyers representing indigent
clients to pay court costs and litigation expenses regardless of whether these funds will be repaid
is warranted.
Person Paying for a Lawyer's Services
[11] Lawyers are frequently asked to represent a client under circumstances in which a third
person will compensate the lawyer, in whole or in part. The third person might be a relative or
friend, an indemnitor (such as a liability insurance company) or a co-client (such as a corporation
sued along with one or more of its employees). Because third-party payers frequently have
interests that differ from those of the client, including interests in minimizing the amount spent
on the representation and in learning how the representation is progressing, lawyers are
prohibited from accepting or continuing such representations unless the lawyer determines that
there will be no interference with the lawyer's independent professional judgment and there is
informed consent from the client. See also Rule 5.4(c) (prohibiting interference with a lawyer's
professional judgment by one who recommends, employs or pays the lawyer to render legal
services for another).
[12] Sometimes, it will be sufficient for the lawyer to obtain the client's informed consent
regarding the fact of the payment and the identity of the third-party payer. If, however, the fee
arrangement creates a conflict of interest for the lawyer, then the lawyer must comply with Rule
1.7. The lawyer must also conform to the requirements of Rule 1.6 concerning confidentiality.
Under Rule 1.7(a), a conflict of interest exists if there is significant risk that the lawyer's
representation of the client will be materially limited by the lawyer's own interest in the fee
arrangement or by the lawyer's responsibilities to the third-party payer (for example, when the
third-party payer is a co-client). Under Rule 1.7(b), the lawyer may accept or continue the
representation with the informed consent of each affected client, unless the conflict is
nonconsentable under that paragraph. Under Rule 1.7(b), the informed consent must be
confirmed in writing.
Aggregate Settlements
[13] Differences in willingness to make or accept an offer of settlement are among the risks of
common representation of multiple clients by a single lawyer. Under Rule 1.7, this is one of the
risks that should be discussed before undertaking the representation, as part of the process of
obtaining the clients' informed consent. In addition, Rule 1.2(a) protects each client's right to
have the final say in deciding whether to accept or reject an offer of settlement and in deciding
whether to enter a guilty or nolo contendere plea in a criminal case. The rule stated in this
paragraph is a corollary of both these Rules and provides that, before any settlement offer or plea
bargain is made or accepted on behalf of multiple clients, the lawyer must inform each of them
about all the material terms of the settlement, including what the other clients will receive or pay
if the settlement or plea offer is accepted. See also Rule 1.0(e) (definition of informed consent).
Lawyers representing a class of plaintiffs or defendants, or those proceeding derivatively, may
not have a full client-lawyer relationship with each member of the class; nevertheless, such
lawyers must comply with applicable rules regulating notification of class members and other
procedural requirements designed to ensure adequate protection of the entire class.
Limiting Liability and Settling Malpractice Claims
[14] Agreements prospectively limiting a lawyer's liability for malpractice are prohibited unless
the client is independently represented in making the agreement because they are likely to
undermine competent and diligent representation. Also, many clients are unable to evaluate the
desirability of making such an agreement before a dispute has arisen, particularly if they are then
represented by the lawyer seeking the agreement. This paragraph does not, however, prohibit a
lawyer from entering into an agreement with the client to arbitrate legal malpractice claims,
provided such agreements are enforceable and the client is fully informed of the scope and effect
of the agreement. Nor does this paragraph limit the ability of lawyers to practice in the form of a
limited-liability entity, where permitted by law, provided that each lawyer remains personally
liable to the client for his or her own conduct and the firm complies with any conditions required
by law, such as provisions requiring client notification or maintenance of adequate liability
insurance. Nor does it prohibit an agreement in accordance with Rule 1.2 that defines the scope
of the representation, although a definition of scope that makes the obligations of representation
illusory will amount to an attempt to limit liability.
[15] Agreements settling a claim or a potential claim for malpractice are not prohibited by this
Rule. Nevertheless, in view of the danger that a lawyer will take unfair advantage of an
unrepresented client or former client, the lawyer must first advise such a person in writing of the
appropriateness of independent representation in connection with such a settlement. In addition,
the lawyer must give the client or former client a reasonable opportunity to find and consult
independent counsel.
Acquiring Proprietary Interest in Litigation
[16] Paragraph (i) states the traditional general rule that lawyers are prohibited from acquiring a
proprietary interest in litigation. Like paragraph (e), the general rule has its basis in common law
champerty and maintenance and is designed to avoid giving the lawyer too great an interest in
the representation. In addition, when the lawyer acquires an ownership interest in the subject of
the representation, it will be more difficult for a client to discharge the lawyer if the client so
desires. The Rule is subject to specific exceptions developed in decisional law and continued in
these Rules. The exception for certain advances of the costs of litigation is set forth in paragraph
(e). In addition, paragraph (i) sets forth exceptions for liens authorized by law to secure the
lawyer's fees or expenses and contracts for reasonable contingent fees. The law of each
jurisdiction determines which liens are authorized by law. These may include liens granted by
statute, liens originating in common law and liens acquired by contract with the client. When a
lawyer acquires by contract a security interest in property other than that recovered through the
lawyer's efforts in the litigation, such an acquisition is a business or financial transaction with a
client and is governed by the requirements of paragraph (a). Contracts for contingent fees in civil
cases are governed by Rule 1.5.
Client-Lawyer Sexual Relationships
[17] The relationship between lawyer and client is a fiduciary one in which the lawyer occupies
the highest position of trust and confidence. The relationship is almost always unequal; thus, a
sexual relationship between lawyer and client can involve unfair exploitation of the lawyer's
fiduciary role, in violation of the lawyer's basic ethical obligation not to use the trust of the client
to the client's disadvantage. In addition, such a relationship presents a significant danger that,
because of the lawyer's emotional involvement, the lawyer will be unable to represent the client
without impairment of the exercise of independent professional judgment. Moreover, a blurred
line between the professional and personal relationships may make it difficult to predict to what
extent client confidences will be protected by the attorney-client evidentiary privilege, since
client confidences are protected by privilege only when they are imparted in the context of the
client-lawyer relationship. Because of the significant danger of harm to client interests and
because the client's own emotional involvement renders it unlikely that the client could give
adequate informed consent, this Rule prohibits the lawyer from having sexual relations with a
client regardless of whether the relationship is consensual and regardless of the absence of
prejudice to the client.
[18] Sexual relationships that predate the client-lawyer relationship are not prohibited. Issues
relating to the exploitation of the fiduciary relationship and client dependency are diminished
when the sexual relationship existed prior to the commencement of the client-lawyer
relationship. However, before proceeding with the representation in these circumstances, the
lawyer should consider whether the lawyer's ability to represent the client will be materially
limited by the relationship. See Rule 1.7(a)(2).
[19] When the client is an organization, paragraph (j) of this Rule prohibits a lawyer for the
organization (whether inside counsel or outside counsel) from having a sexual relationship with a
constituent of the organization who supervises, directs or regularly consults with that lawyer
concerning the organization's legal matters.
Imputation of Prohibitions
[20] Under paragraph (k), a prohibition on conduct by an individual lawyer in paragraphs (a)
through (i) also applies to all lawyers associated in a firm with the personally prohibited lawyer.
For example, one lawyer in a firm may not enter into a business transaction with a client of
another member of the firm without complying with paragraph (a), even if the first lawyer is not
personally involved in the representation of the client. The prohibition set forth in paragraph (j)
is personal and is not applied to associated lawyers.

Rule 1.9 Duties To Former Clients

(a) A lawyer who has formerly represented a client in a matter shall not thereafter represent
another person in the same or a substantially related matter in which that person's interests are
materially adverse to the interests of the former client unless the former client gives informed
consent, confirmed in writing.
(b) A lawyer shall not knowingly represent a person in the same or a substantially related matter
in which a firm with which the lawyer formerly was associated had previously represented a
client
(1) whose interests are materially adverse to that person; and
(2) about whom the lawyer had acquired information protected by Rules 1.6 and 1.9(c) that is
material to the matter;
unless the former client gives informed consent, confirmed in writing.
(c) A lawyer who has formerly represented a client in a matter or whose present or former firm
has formerly represented a client in a matter shall not thereafter:
(1) use information relating to the representation to the disadvantage of the former client except
as these Rules would permit or require with respect to a client, or when the information has
become generally known; or
(2) reveal information relating to the representation except as these Rules would permit or
require with respect to a client.
Rule 1.9 Duties To Former Clients - Comment
[1] After termination of a client-lawyer relationship, a lawyer has certain continuing duties with
respect to confidentiality and conflicts of interest and thus may not represent another client
except in conformity with this Rule. Under this Rule, for example, a lawyer could not properly
seek to rescind on behalf of a new client a contract drafted on behalf of the former client. So also
a lawyer who has prosecuted an accused person could not properly represent the accused in a
subsequent civil action against the government concerning the same transaction. Nor could a
lawyer who has represented multiple clients in a matter represent one of the clients against the
others in the same or a substantially related matter after a dispute arose among the clients in that
matter, unless all affected clients give informed consent. See Comment [9]. Current and former
government lawyers must comply with this Rule to the extent required by Rule 1.11.
[2] The scope of a "matter" for purposes of this Rule depends on the facts of a particular situation
or transaction. The lawyer's involvement in a matter can also be a question of degree. When a
lawyer has been directly involved in a specific transaction, subsequent representation of other
clients with materially adverse interests in that transaction clearly is prohibited. On the other
hand, a lawyer who recurrently handled a type of problem for a former client is not precluded
from later representing another client in a factually distinct problem of that type even though the
subsequent representation involves a position adverse to the prior client. Similar considerations
can apply to the reassignment of military lawyers between defense and prosecution functions
within the same military jurisdictions. The underlying question is whether the lawyer was so
involved in the matter that the subsequent representation can be justly regarded as a changing of
sides in the matter in question.
[3] Matters are "substantially related" for purposes of this Rule if they involve the same
transaction or legal dispute or if there otherwise is a substantial risk that confidential factual
information as would normally have been obtained in the prior representation would materially
advance the client's position in the subsequent matter. For example, a lawyer who has
represented a businessperson and learned extensive private financial information about that
person may not then represent that person's spouse in seeking a divorce. Similarly, a lawyer who
has previously represented a client in securing environmental permits to build a shopping center
would be precluded from representing neighbors seeking to oppose rezoning of the property on
the basis of environmental considerations; however, the lawyer would not be precluded, on the
grounds of substantial relationship, from defending a tenant of the completed shopping center in
resisting eviction for nonpayment of rent. Information that has been disclosed to the public or to
other parties adverse to the former client ordinarily will not be disqualifying. Information
acquired in a prior representation may have been rendered obsolete by the passage of time, a
circumstance that may be relevant in determining whether two representations are substantially
related. In the case of an organizational client, general knowledge of the client’s policies and
practices ordinarily will not preclude a subsequent representation; on the other hand, knowledge
of specific facts gained in a prior representation that are relevant to the matter in question
ordinarily will preclude such a representation. A former client is not required to reveal the
confidential information learned by the lawyer in order to establish a substantial risk that the
lawyer has confidential information to use in the subsequent matter. A conclusion about the
possession of such information may be based on the nature of the services the lawyer provided
the former client and information that would in ordinary practice be learned by a lawyer
providing such services.
Lawyers Moving Between Firms
[4] When lawyers have been associated within a firm but then end their association, the question
of whether a lawyer should undertake representation is more complicated. There are several
competing considerations. First, the client previously represented by the former firm must be
reasonably assured that the principle of loyalty to the client is not compromised. Second, the rule
should not be so broadly cast as to preclude other persons from having reasonable choice of legal
counsel. Third, the rule should not unreasonably hamper lawyers from forming new associations
and taking on new clients after having left a previous association. In this connection, it should be
recognized that today many lawyers practice in firms, that many lawyers to some degree limit
their practice to one field or another, and that many move from one association to another several
times in their careers. If the concept of imputation were applied with unqualified rigor, the result
would be radical curtailment of the opportunity of lawyers to move from one practice setting to
another and of the opportunity of clients to change counsel.
[5] Paragraph (b) operates to disqualify the lawyer only when the lawyer involved has actual
knowledge of information protected by Rules 1.6 and 1.9(c). Thus, if a lawyer while with one
firm acquired no knowledge or information relating to a particular client of the firm, and that
lawyer later joined another firm, neither the lawyer individually nor the second firm is
disqualified from representing another client in the same or a related matter even though the
interests of the two clients conflict. See Rule 1.10(b) for the restrictions on a firm once a lawyer
has terminated association with the firm.
[6] Application of paragraph (b) depends on a situation's particular facts, aided by inferences,
deductions or working presumptions that reasonably may be made about the way in which
lawyers work together. A lawyer may have general access to files of all clients of a law firm and
may regularly participate in discussions of their affairs; it should be inferred that such a lawyer in
fact is privy to all information about all the firm's clients. In contrast, another lawyer may have
access to the files of only a limited number of clients and participate in discussions of the affairs
of no other clients; in the absence of information to the contrary, it should be inferred that such a
lawyer in fact is privy to information about the clients actually served but not those of other
clients. In such an inquiry, the burden of proof should rest upon the firm whose disqualification
is sought.
[7] Independent of the question of disqualification of a firm, a lawyer changing professional
association has a continuing duty to preserve confidentiality of information about a client
formerly represented. See Rules 1.6 and 1.9(c).
[8] Paragraph (c) provides that information acquired by the lawyer in the course of representing a
client may not subsequently be used or revealed by the lawyer to the disadvantage of the client.
However, the fact that a lawyer has once served a client does not preclude the lawyer from using
generally known information about that client when later representing another client.
[9] The provisions of this Rule are for the protection of former clients and can be waived if the
client gives informed consent, which consent must be confirmed in writing under paragraphs (a)
and (b). See Rule 1.0(e). With regard to the effectiveness of an advance waiver, see Comment
[22] to Rule 1.7. With regard to disqualification of a firm with which a lawyer is or was formerly
associated, see Rule 1.10.

Rule 1.10 Imputation Of Conflicts Of Interest: General Rule

(a) While lawyers are associated in a firm, none of them shall knowingly represent a client when
any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless
(1) the prohibition is based on a personal interest of the disqualified lawyer and does not present
a significant risk of materially limiting the representation of the client by the remaining lawyers
in the firm; or
(2) the prohibition is based upon Rule 1.9(a) or (b) and arises out of the disqualified lawyer’s
association with a prior firm, and
(i) the disqualified lawyer is timely screened from any participation in the matter and is
apportioned no part of the fee therefrom;
(ii) written notice is promptly given to any affected former client to enable the former client to
ascertain compliance with the provisions of this Rule, which shall include a description of the
screening procedures employed; a statement of the firm's and of the screened lawyer's
compliance with these Rules; a statement that review may be available before a tribunal; and an
agreement by the firm to respond promptly to any written inquiries or objections by the former
client about the screening procedures; and
(iii) certifications of compliance with these Rules and with the screening procedures are provided
to the former client by the screened lawyer and by a partner of the firm, at reasonable intervals
upon the former client's written request and upon termination of the screening procedures.
(b) When a lawyer has terminated an association with a firm, the firm is not prohibited from
thereafter representing a person with interests materially adverse to those of a client represented
by the formerly associated lawyer and not currently represented by the firm, unless:
(1) the matter is the same or substantially related to that in which the formerly associated lawyer
represented the client; and
(2) any lawyer remaining in the firm has information protected by Rules 1.6 and 1.9(c) that is
material to the matter.
(c) A disqualification prescribed by this rule may be waived by the affected client under the
conditions stated in Rule 1.7.
(d) The disqualification of lawyers associated in a firm with former or current government
lawyers is governed by Rule 1.11.
Rule 1.10 Imputation Of Conflicts Of Interest: General Rule - Comment
Definition of “Firm”
[1] For purposes of the Rules of Professional Conduct, the term “firm” denotes lawyers in a law
partnership, professional corporation, sole proprietorship or other association authorized to
practice law; or lawyers employed in a legal services organization or the legal department of a
corporation or other organization. See Rule 1.0(c). Whether two or more lawyers constitute a
firm within this definition can depend upon the specific facts. See Rule 1.10, Comments [2] - [4].
Principles of Imputed Disqualification
[2] The rule of imputed disqualification stated in paragraph (a) gives effect to the principle of
loyalty to the client as it applies to lawyers who practice in a law firm. Such situations can be
considered from the premise that a firm of lawyers is essentially one lawyer for purposes of the
rules governing loyalty to the client, or from the premise that each lawyer is vicariously bound
by the obligation of loyalty owed by each lawyer with whom the lawyer is associated. Paragraph
(a)(1) operates only among the lawyers currently associated in a firm. When a lawyer moves
from one firm to another, the situation is governed by Rules 1.9(b) and 1.10(a)(2) and 1.10 (b).
[3] The rule in paragraph (a) does not prohibit representation whether neither questions of client
loyalty nor protection of confidential information are presented. Where one lawyer in a firm
could not effectively represent a given client because of strong political beliefs, for example, but
that lawyer will do no work on the case and the personal beliefs of the lawyer will not materially
limit the representation by others in the firm, the firm should not be disqualified. On the other
hand, if an opposing party in a case were owned by a lawyer in the law firm, and others in the
firm would be materially limited in pursuing the matter because of loyalty to that lawyer, the
personal disqualification of the lawyer would be imputed to all others in the firm.
[4] The rule in paragraph (a) also does not prohibit representation by others in the law firm
where the person prohibited from involvement in a matter is a nonlawyer, such as a paralegal or
legal secretary. Nor does paragraph (a) prohibit representation if the lawyer is prohibited from
acting because of events before the person became a lawyer, for example, work that the person
did as a law student. Such persons, however, ordinarily must be screened from any personal
participation in the matter to avoid communication to others in the firm of confidential
information that both the nonlawyers and the firm have a legal duty to protect. See Rules 1.0(k)
and 5.3.
[5] Rule 1.10(b) operates to permit a law firm, under certain circumstances, to represent a person
with interests directly adverse to those of a client represented by a lawyer who formerly was
associated with the firm. The Rule applies regardless of when the formerly associated lawyer
represented the client. However, the law firm may not represent a person with interests adverse
to those of a present client of the firm, which would violate Rule 1.7. Moreover, the firm may not
represent the person where the matter is the same or substantially related to that in which the
formerly associated lawyer represented the client and any other lawyer currently in the firm has
material information protected by Rules 1.6 and 1.9(c).
[6] Rule 1.10(c) removes imputation with the informed consent of the affected client or former
client under the conditions stated in Rule 1.7. The conditions stated in Rule 1.7 require the
lawyer to determine that the representation is not prohibited by Rule 1.7(b) and that each affected
client or former client has given informed consent to the representation, confirmed in writing. In
some cases, the risk may be so severe that the conflict may not be cured by client consent. For a
discussion of the effectiveness of client waivers of conflicts that might arise in the future, see
Rule 1.7, Comment [22]. For a definition of informed consent, see Rule 1.0(e).
[7] Rule 1.10(a)(2) similarly removes the imputation otherwise required by Rule 1.10(a), but
unlike section (c), it does so without requiring that there be informed consent by the former
client. Instead, it requires that the procedures laid out in sections (a)(2)(i)-(iii) be followed. A
description of effective screening mechanisms appears in Rule 1.0(k). Lawyers should be aware,
however, that, even where screening mechanisms have been adopted, tribunals may consider
additional factors in ruling upon motions to disqualify a lawyer from pending litigation.
[8] Paragraph (a)(2)(i) does not prohibit the screened lawyer from receiving a salary or
partnership share established by prior independent agreement, but that lawyer may not receive
compensation directly related to the matter in which the lawyer is disqualified.
[9] The notice required by paragraph (a)(2)(ii) generally should include a description of the
screened lawyer’s prior representation and be given as soon as practicable after the need for
screening becomes apparent. It also should include a statement by the screened lawyer and the
firm that the client’s material confidential information has not been disclosed or used in violation
of the Rules. The notice is intended to enable the former client to evaluate and comment upon the
effectiveness of the screening procedures.
[10] The certifications required by paragraph (a)(2)(iii) give the former client assurance that the
client’s material confidential information has not been disclosed or used inappropriately, either
prior to timely implementation of a screen or thereafter. If compliance cannot be certified, the
certificate must describe the failure to comply.
[11] Where a lawyer has joined a private firm after having represented the government,
imputation is governed under Rule 1.11(b) and (c), not this Rule. Under Rule 1.11(d), where a
lawyer represents the government after having served clients in private practice,
nongovernmental employment or in another government agency, former client conflicts are not
imputed to government lawyers associated with the individually disqualified lawyer.
[12] Where a lawyer is prohibited from engaging in certain transactions under Rule 1.8,
paragraph (k) of that Rule, and not this Rule, determines whether that prohibition also applies to
other lawyers associated in a firm with the personally prohibited lawyer.

Rule 1.11 Special Conflicts Of Interest For Former And

Current Government Officers And Employees
(a) Except as law may otherwise expressly permit, a lawyer who has formerly served as a public
officer or employee of the government:
(1) is subject to Rule 1.9(c); and
(2) shall not otherwise represent a client in connection with a matter in which the lawyer
participated personally and substantially as a public officer or employee, unless the appropriate
government agency gives its informed consent, confirmed in writing, to the representation.
(b) When a lawyer is disqualified from representation under paragraph (a), no lawyer in a firm
with which that lawyer is associated may knowingly undertake or continue representation in such
a matter unless:
(1) the disqualified lawyer is timely screened from any participation in the matter and is
apportioned no part of the fee therefrom; and
(2) written notice is promptly given to the appropriate government agency to enable it to
ascertain compliance with the provisions of this rule.
(c) Except as law may otherwise expressly permit, a lawyer having information that the lawyer
knows is confidential government information about a person acquired when the lawyer was a
public officer or employee, may not represent a private client whose interests are adverse to that
person in a matter in which the information could be used to the material disadvantage of that
person. As used in this Rule, the term "confidential government information" means information
that has been obtained under governmental authority and which, at the time this Rule is applied,
the government is prohibited by law from disclosing to the public or has a legal privilege not to
disclose and which is not otherwise available to the public. A firm with which that lawyer is
associated may undertake or continue representation in the matter only if the disqualified lawyer
is timely screened from any participation in the matter and is apportioned no part of the fee
therefrom.
(d) Except as law may otherwise expressly permit, a lawyer currently serving as a public officer
or employee:
(1) is subject to Rules 1.7 and 1.9; and
(2) shall not:
(i) participate in a matter in which the lawyer participated personally and substantially while in
private practice or nongovernmental employment, unless the appropriate government agency
gives its informed consent, confirmed in writing; or
(ii) negotiate for private employment with any person who is involved as a party or as lawyer for
a party in a matter in which the lawyer is participating personally and substantially, except that a
lawyer serving as a law clerk to a judge, other adjudicative officer or arbitrator may negotiate for
private employment as permitted by Rule 1.12(b) and subject to the conditions stated in Rule
1.12(b).
(e) As used in this Rule, the term "matter" includes:
(1) any judicial or other proceeding, application, request for a ruling or other determination,
contract, claim, controversy, investigation, charge, accusation, arrest or other particular matter
involving a specific party or parties, and
(2) any other matter covered by the conflict of interest rules of the appropriate government
agency.
Rule 1.11 Special Conflicts Of Interest For Former And Current Government Officers And Employees -
Comment
[1] A lawyer who has served or is currently serving as a public officer or employee is personally
subject to the Rules of Professional Conduct, including the prohibition against concurrent
conflicts of interest stated in Rule 1.7. In addition, such a lawyer may be subject to statutes and
government regulations regarding conflict of interest. Such statutes and regulations may
circumscribe the extent to which the government agency may give consent under this Rule. See
Rule 1.0(e) for the definition of informed consent.
[2] Paragraphs (a)(1), (a)(2) and (d)(1) restate the obligations of an individual lawyer who has
served or is currently serving as an officer or employee of the government toward a former
government or private client. Rule 1.10 is not applicable to the conflicts of interest addressed by
this Rule. Rather, paragraph (b) sets forth a special imputation rule for former government
lawyers that provides for screening and notice. Because of the special problems raised by
imputation within a government agency, paragraph (d) does not impute the conflicts of a lawyer
currently serving as an officer or employee of the government to other associated government
officers or employees, although ordinarily it will be prudent to screen such lawyers.
[3] Paragraphs (a)(2) and (d)(2) apply regardless of whether a lawyer is adverse to a former
client and are thus designed not only to protect the former client, but also to prevent a lawyer
from exploiting public office for the advantage of another client. For example, a lawyer who has
pursued a claim on behalf of the government may not pursue the same claim on behalf of a later
private client after the lawyer has left government service, except when authorized to do so by
the government agency under paragraph (a). Similarly, a lawyer who has pursued a claim on
behalf of a private client may not pursue the claim on behalf of the government, except when
authorized to do so by paragraph (d). As with paragraphs (a)(1) and (d)(1), Rule 1.10 is not
applicable to the conflicts of interest addressed by these paragraphs.
[4] This Rule represents a balancing of interests. On the one hand, where the successive clients
are a government agency and another client, public or private, the risk exists that power or
discretion vested in that agency might be used for the special benefit of the other client. A lawyer
should not be in a position where benefit to the other client might affect performance of the
lawyer's professional functions on behalf of the government. Also, unfair advantage could accrue
to the other client by reason of access to confidential government information about the client's
adversary obtainable only through the lawyer's government service. On the other hand, the rules
governing lawyers presently or formerly employed by a government agency should not be so
restrictive as to inhibit transfer of employment to and from the government. The government has
a legitimate need to attract qualified lawyers as well as to maintain high ethical standards. Thus a
former government lawyer is disqualified only from particular matters in which the lawyer
participated personally and substantially. The provisions for screening and waiver in paragraph
(b) are necessary to prevent the disqualification rule from imposing too severe a deterrent against
entering public service. The limitation of disqualification in paragraphs (a)(2) and (d)(2) to
matters involving a specific party or parties, rather than extending disqualification to all
substantive issues on which the lawyer worked, serves a similar function.
[5] When a lawyer has been employed by one government agency and then moves to a second
government agency, it may be appropriate to treat that second agency as another client for
purposes of this Rule, as when a lawyer is employed by a city and subsequently is employed by a
federal agency. However, because the conflict of interest is governed by paragraph (d), the latter
agency is not required to screen the lawyer as paragraph (b) requires a law firm to do. The
question of whether two government agencies should be regarded as the same or different clients
for conflict of interest purposes is beyond the scope of these Rules. See Rule 1.13 Comment [9].
[6] Paragraphs (b) and (c) contemplate a screening arrangement. See Rule 1.0(k) (requirements
for screening procedures). These paragraphs do not prohibit a lawyer from receiving a salary or
partnership share established by prior independent agreement, but that lawyer may not receive
compensation directly relating the lawyer's compensation to the fee in the matter in which the
lawyer is disqualified.
[7] Notice, including a description of the screened lawyer's prior representation and of the
screening procedures employed, generally should be given as soon as practicable after the need
for screening becomes apparent.
[8] Paragraph (c) operates only when the lawyer in question has knowledge of the information,
which means actual knowledge; it does not operate with respect to information that merely could
be imputed to the lawyer.
[9] Paragraphs (a) and (d) do not prohibit a lawyer from jointly representing a private party and a
government agency when doing so is permitted by Rule 1.7 and is not otherwise prohibited by
law.
[10] For purposes of paragraph (e) of this Rule, a "matter" may continue in another form. In
determining whether two particular matters are the same, the lawyer should consider the extent
to which the matters involve the same basic facts, the same or related parties, and the time
elapsed.
Rule 1.12 Former Judge, Arbitrator, Mediator Or Other
Third-Party Neutral
(a) Except as stated in paragraph (d), a lawyer shall not represent anyone in connection with a
matter in which the lawyer participated personally and substantially as a judge or other
adjudicative officer or law clerk to such a person or as an arbitrator, mediator or other third-party
neutral, unless all parties to the proceeding give informed consent, confirmed in writing.
(b) A lawyer shall not negotiate for employment with any person who is involved as a party or as
lawyer for a party in a matter in which the lawyer is participating personally and substantially as
a judge or other adjudicative officer or as an arbitrator, mediator or other third-party neutral. A
lawyer serving as a law clerk to a judge or other adjudicative officer may negotiate for
employment with a party or lawyer involved in a matter in which the clerk is participating
personally and substantially, but only after the lawyer has notified the judge or other adjudicative
officer.
(c) If a lawyer is disqualified by paragraph (a), no lawyer in a firm with which that lawyer is
associated may knowingly undertake or continue representation in the matter unless:
(1) the disqualified lawyer is timely screened from any participation in the matter and is
apportioned no part of the fee therefrom; and
(2) written notice is promptly given to the parties and any appropriate tribunal to enable them to
ascertain compliance with the provisions of this rule.
(d) An arbitrator selected as a partisan of a party in a multimember arbitration panel is not
prohibited from subsequently representing that party.
Rule 1.12 Former Judge, Arbitrator, Mediator Or Other Third-Party Neutral - Comment
[1] This Rule generally parallels Rule 1.11. The term "personally and substantially" signifies that
a judge who was a member of a multimember court, and thereafter left judicial office to practice
law, is not prohibited from representing a client in a matter pending in the court, but in which the
former judge did not participate. So also the fact that a former judge exercised administrative
responsibility in a court does not prevent the former judge from acting as a lawyer in a matter
where the judge had previously exercised remote or incidental administrative responsibility that
did not affect the merits. Compare the Comment to Rule 1.11. The term "adjudicative officer"
includes such officials as judges pro tempore, referees, special masters, hearing officers and
other parajudicial officers, and also lawyers who serve as part-time judges. Compliance Canons
A(2), B(2) and C of the Model Code of Judicial Conduct provide that a part-time judge, judge
pro tempore or retired judge recalled to active service, may not "act as a lawyer in any
proceeding in which he served as a judge or in any other proceeding related thereto." Although
phrased differently from this Rule, those Rules correspond in meaning.
[2] Like former judges, lawyers who have served as arbitrators, mediators or other third-party
neutrals may be asked to represent a client in a matter in which the lawyer participated
personally and substantially. This Rule forbids such representation unless all of the parties to the
proceedings give their informed consent, confirmed in writing. See Rule 1.0(e) and (b). Other
law or codes of ethics governing third-party neutrals may impose more stringent standards of
personal or imputed disqualification. See Rule 2.4.
[3] Although lawyers who serve as third-party neutrals do not have information concerning the
parties that is protected under Rule 1.6, they typically owe the parties an obligation of
confidentiality under law or codes of ethics governing third-party neutrals. Thus, paragraph (c)
provides that conflicts of the personally disqualified lawyer will be imputed to other lawyers in a
law firm unless the conditions of this paragraph are met.
[4] Requirements for screening procedures are stated in Rule 1.0(k). Paragraph (c)(1) does not
prohibit the screened lawyer from receiving a salary or partnership share established by prior
independent agreement, but that lawyer may not receive compensation directly related to the
matter in which the lawyer is disqualified.
[5] Notice, including a description of the screened lawyer's prior representation and of the
screening procedures employed, generally should be given as soon as practicable after the need
for screening becomes apparent.

Rule 1.13 Organization As Client

(a) A lawyer employed or retained by an organization represents the organization acting through
its duly authorized constituents.
(b) If a lawyer for an organization knows that an officer, employee or other person associated
with the organization is engaged in action, intends to act or refuses to act in a matter related to
the representation that is a violation of a legal obligation to the organization, or a violation of law
that reasonably might be imputed to the organization, and that is likely to result in substantial
injury to the organization, then the lawyer shall proceed as is reasonably necessary in the best
interest of the organization. Unless the lawyer reasonably believes that it is not necessary in the
best interest of the organization to do so, the lawyer shall refer the matter to higher authority in
the organization, including, if warranted by the circumstances to the highest authority that can
act on behalf of the organization as determined by applicable law.
(c) Except as provided in paragraph (d), if
(1) despite the lawyer's efforts in accordance with paragraph (b) the highest authority that can act
on behalf of the organization insists upon or fails to address in a timely and appropriate manner
an action, or a refusal to act, that is clearly a violation of law, and
(2) the lawyer reasonably believes that the violation is reasonably certain to result in substantial
injury to the organization,
then the lawyer may reveal information relating to the representation whether or not Rule 1.6
permits such disclosure, but only if and to the extent the lawyer reasonably believes necessary to
prevent substantial injury to the organization.
(d) Paragraph (c) shall not apply with respect to information relating to a lawyer's representation
of an organization to investigate an alleged violation of law, or to defend the organization or an
officer, employee or other constituent associated with the organization against a claim arising out
of an alleged violation of law.
(e) A lawyer who reasonably believes that he or she has been discharged because of the lawyer's
actions taken pursuant to paragraphs (b) or (c), or who withdraws under circumstances that
require or permit the lawyer to take action under either of those paragraphs, shall proceed as the
lawyer reasonably believes necessary to assure that the organization's highest authority is
informed of the lawyer's discharge or withdrawal.
(f) In dealing with an organization's directors, officers, employees, members, shareholders or
other constituents, a lawyer shall explain the identity of the client when the lawyer knows or
reasonably should know that the organization's interests are adverse to those of the constituents
with whom the lawyer is dealing.
(g) A lawyer representing an organization may also represent any of its directors, officers,
employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7. If
the organization's consent to the dual representation is required by Rule 1.7, the consent shall be
given by an appropriate official of the organization other than the individual who is to be
represented, or by the shareholders.
Rule 1.13 Organization As Client - Comment
The Entity as the Client
[1] An organizational client is a legal entity, but it cannot act except through its officers,
directors, employees, shareholders and other constituents. Officers, directors, employees and
shareholders are the constituents of the corporate organizational client. The duties defined in this
Comment apply equally to unincorporated associations. "Other constituents" as used in this
Comment means the positions equivalent to officers, directors, employees and shareholders held
by persons acting for organizational clients that are not corporations.
[2] When one of the constituents of an organizational client communicates with the
organization's lawyer in that person's organizational capacity, the communication is protected by
Rule 1.6. Thus, by way of example, if an organizational client requests its lawyer to investigate
allegations of wrongdoing, interviews made in the course of that investigation between the
lawyer and the client's employees or other constituents are covered by Rule 1.6. This does not
mean, however, that constituents of an organizational client are the clients of the lawyer. The
lawyer may not disclose to such constituents information relating to the representation except for
disclosures explicitly or impliedly authorized by the organizational client in order to carry out the
representation or as otherwise permitted by Rule 1.6.
[3] When constituents of the organization make decisions for it, the decisions ordinarily must be
accepted by the lawyer even if their utility or prudence is doubtful. Decisions concerning policy
and operations, including ones entailing serious risk, are not as such in the lawyer's province.
Paragraph (b) makes clear, however, that when the lawyer knows that the organization is likely
to be substantially injured by action of an officer or other constituent that violates a legal
obligation to the organization or is in violation of law that might be imputed to the organization,
the lawyer must proceed as is reasonably necessary in the best interest of the organization. As
defined in Rule 1.0(f), knowledge can be inferred from circumstances, and a lawyer cannot
ignore the obvious.
[4] In determining how to proceed under paragraph (b), the lawyer should give due consideration
to the seriousness of the violation and its consequences, the responsibility in the organization and
the apparent motivation of the person involved, the policies of the organization concerning such
matters, and any other relevant considerations. Ordinarily, referral to a higher authority would be
necessary. In some circumstances, however, it may be appropriate for the lawyer to ask the
constituent to reconsider the matter; for example, if the circumstances involve a constituent's
innocent misunderstanding of law and subsequent acceptance of the lawyer's advice, the lawyer
may reasonably conclude that the best interest of the organization does not require that the matter
be referred to higher authority. If a constituent persists in conduct contrary to the lawyer's advice,
it will be necessary for the lawyer to take steps to have the matter reviewed by a higher authority
in the organization. If the matter is of sufficient seriousness and importance or urgency to the
organization, referral to higher authority in the organization may be necessary even if the lawyer
has not communicated with the constituent. Any measures taken should, to the extent practicable,
minimize the risk of revealing information relating to the representation to persons outside the
organization. Even in circumstances where a lawyer is not obligated by Rule 1.13 to proceed, a
lawyer may bring to the attention of an organizational client, including its highest authority,
matters that the lawyer reasonably believes to be of sufficient importance to warrant doing so in
the best interest of the organization.
[5] Paragraph (b) also makes clear that when it is reasonably necessary to enable the organization
to address the matter in a timely and appropriate manner, the lawyer must refer the matter to
higher authority, including, if warranted by the circumstances, the highest authority that can act
on behalf of the organization under applicable law. The organization's highest authority to whom
a matter may be referred ordinarily will be the board of directors or similar governing body.
However, applicable law may prescribe that under certain conditions the highest authority
reposes elsewhere, for example, in the independent directors of a corporation.
Relation to Other Rules
[6] The authority and responsibility provided in this Rule are concurrent with the authority and
responsibility provided in other Rules. In particular, this Rule does not limit or expand the
lawyer's responsibility under Rules 1.8, 1.16, 3.3 or 4.1. Paragraph (c) of this Rule supplements
Rule 1.6(b) by providing an additional basis upon which the lawyer may reveal information
relating to the representation, but does not modify, restrict, or limit the provisions of Rule 1.6(b)
(1) - (6). Under paragraph (c) the lawyer may reveal such information only when the
organization's highest authority insists upon or fails to address threatened or ongoing action that
is clearly a violation of law, and then only to the extent the lawyer reasonably believes necessary
to prevent reasonably certain substantial injury to the organization. It is not necessary that the
lawyer's services be used in furtherance of the violation, but it is required that the matter be
related to the lawyer's representation of the organization. If the lawyer's services are being used
by an organization to further a crime or fraud by the organization, Rules 1.6(b)(2) and 1.6(b)(3)
may permit the lawyer to disclose confidential information. In such circumstances Rule 1.2(d)
may also be applicable, in which event, withdrawal from the representation under Rule 1.16(a)
(1) may be required.
[7] Paragraph (d) makes clear that the authority of a lawyer to disclose information relating to a
representation in circumstances described in paragraph (c) does not apply with respect to
information relating to a lawyer's engagement by an organization to investigate an alleged
violation of law or to defend the organization or an officer, employee or other person associated
with the organization against a claim arising out of an alleged violation of law. This is necessary
in order to enable organizational clients to enjoy the full benefits of legal counsel in conducting
an investigation or defending against a claim.
[8] A lawyer who reasonably believes that he or she has been discharged because of the lawyer's
actions taken pursuant to paragraph (b) or (c), or who withdraws in circumstances that require or
permit the lawyer to take action under either of these paragraphs, must proceed as the lawyer
reasonably believes necessary to assure that the organization's highest authority is informed of
the lawyer's discharge or withdrawal.
Government Agency
[9] The duty defined in this Rule applies to governmental organizations. Defining precisely the
identity of the client and prescribing the resulting obligations of such lawyers may be more
difficult in the government context and is a matter beyond the scope of these Rules. See Scope
[18]. Although in some circumstances the client may be a specific agency, it may also be a
branch of government, such as the executive branch, or the government as a whole. For example,
if the action or failure to act involves the head of a bureau, either the department of which the
bureau is a part or the relevant branch of government may be the client for purposes of this Rule.
Moreover, in a matter involving the conduct of government officials, a government lawyer may
have authority under applicable law to question such conduct more extensively than that of a
lawyer for a private organization in similar circumstances. Thus, when the client is a
governmental organization, a different balance may be appropriate between maintaining
confidentiality and assuring that the wrongful act is prevented or rectified, for public business is
involved. In addition, duties of lawyers employed by the government or lawyers in military
service may be defined by statutes and regulation. This Rule does not limit that authority. See
Scope.
Clarifying the Lawyer's Role
[10] There are times when the organization's interest may be or become adverse to those of one
or more of its constituents. In such circumstances the lawyer should advise any constituent,
whose interest the lawyer finds adverse to that of the organization of the conflict or potential
conflict of interest, that the lawyer cannot represent such constituent, and that such person may
wish to obtain independent representation. Care must be taken to assure that the individual
understands that, when there is such adversity of interest, the lawyer for the organization cannot
provide legal representation for that constituent individual, and that discussions between the
lawyer for the organization and the individual may not be privileged.
[11] Whether such a warning should be given by the lawyer for the organization to any
constituent individual may turn on the facts of each case.
Dual Representation
[12] Paragraph (g) recognizes that a lawyer for an organization may also represent a principal
officer or major shareholder.
Derivative Actions
[13] Under generally prevailing law, the shareholders or members of a corporation may bring
suit to compel the directors to perform their legal obligations in the supervision of the
organization. Members of unincorporated associations have essentially the same right. Such an
action may be brought nominally by the organization, but usually is, in fact, a legal controversy
over management of the organization.
[14] The question can arise whether counsel for the organization may defend such an action. The
proposition that the organization is the lawyer's client does not alone resolve the issue. Most
derivative actions are a normal incident of an organization's affairs, to be defended by the
organization's lawyer like any other suit. However, if the claim involves serious charges of
wrongdoing by those in control of the organization, a conflict may arise between the lawyer's
duty to the organization and the lawyer's relationship with the board. In those circumstances,
Rule 1.7 governs who should represent the directors and the organization.

Rule 1.14 Client With Diminished Capacity

(a) When a client's capacity to make adequately considered decisions in connection with a
representation is diminished, whether because of minority, mental impairment or for some other
reason, the lawyer shall, as far as reasonably possible, maintain a normal client-lawyer
relationship with the client.
(b) When the lawyer reasonably believes that the client has diminished capacity, is at risk of
substantial physical, financial or other harm unless action is taken and cannot adequately act in
the client's own interest, the lawyer may take reasonably necessary protective action, including
consulting with individuals or entities that have the ability to take action to protect the client and,
in appropriate cases, seeking the appointment of a guardian ad litem, conservator or guardian.
(c) Information relating to the representation of a client with diminished capacity is protected by
Rule 1.6. When taking protective action pursuant to paragraph (b), the lawyer is impliedly
authorized under Rule 1.6(a) to reveal information about the client, but only to the extent
reasonably necessary to protect the client's interests.
Rule 1.14 Client With Diminished Capacity - Comment
[1] The normal client-lawyer relationship is based on the assumption that the client, when
properly advised and assisted, is capable of making decisions about important matters. When the
client is a minor or suffers from a diminished mental capacity, however, maintaining the ordinary
client-lawyer relationship may not be possible in all respects. In particular, a severely
incapacitated person may have no power to make legally binding decisions. Nevertheless, a
client with diminished capacity often has the ability to understand, deliberate upon, and reach
conclusions about matters affecting the client's own well-being. For example, children as young
as five or six years of age, and certainly those of ten or twelve, are regarded as having opinions
that are entitled to weight in legal proceedings concerning their custody. So also, it is recognized
that some persons of advanced age can be quite capable of handling routine financial matters
while needing special legal protection concerning major transactions.
[2] The fact that a client suffers a disability does not diminish the lawyer's obligation to treat the
client with attention and respect. Even if the person has a legal representative, the lawyer should
as far as possible accord the represented person the status of client, particularly in maintaining
communication.
[3] The client may wish to have family members or other persons participate in discussions with
the lawyer. When necessary to assist in the representation, the presence of such persons generally
does not affect the applicability of the attorney-client evidentiary privilege. Nevertheless, the
lawyer must keep the client's interests foremost and, except for protective action authorized
under paragraph (b), must to look to the client, and not family members, to make decisions on
the client's behalf.
[4] If a legal representative has already been appointed for the client, the lawyer should
ordinarily look to the representative for decisions on behalf of the client. In matters involving a
minor, whether the lawyer should look to the parents as natural guardians may depend on the
type of proceeding or matter in which the lawyer is representing the minor. If the lawyer
represents the guardian as distinct from the ward, and is aware that the guardian is acting
adversely to the ward's interest, the lawyer may have an obligation to prevent or rectify the
guardian's misconduct. See Rule 1.2(d).
Taking Protective Action
[5] If a lawyer reasonably believes that a client is at risk of substantial physical, financial or other
harm unless action is taken, and that a normal client-lawyer relationship cannot be maintained as
provided in paragraph (a) because the client lacks sufficient capacity to communicate or to make
adequately considered decisions in connection with the representation, then paragraph (b)
permits the lawyer to take protective measures deemed necessary. Such measures could include:
consulting with family members, using a reconsideration period to permit clarification or
improvement of circumstances, using voluntary surrogate decisionmaking tools such as durable
powers of attorney or consulting with support groups, professional services, adult-protective
agencies or other individuals or entities that have the ability to protect the client. In taking any
protective action, the lawyer should be guided by such factors as the wishes and values of the
client to the extent known, the client's best interests and the goals of intruding into the client's
decisionmaking autonomy to the least extent feasible, maximizing client capacities and
respecting the client's family and social connections.
[6] In determining the extent of the client's diminished capacity, the lawyer should consider and
balance such factors as: the client's ability to articulate reasoning leading to a decision,
variability of state of mind and ability to appreciate consequences of a decision; the substantive
fairness of a decision; and the consistency of a decision with the known long-term commitments
and values of the client. In appropriate circumstances, the lawyer may seek guidance from an
appropriate diagnostician.
[7] If a legal representative has not been appointed, the lawyer should consider whether
appointment of a guardian ad litem, conservator or guardian is necessary to protect the client's
interests. Thus, if a client with diminished capacity has substantial property that should be sold
for the client's benefit, effective completion of the transaction may require appointment of a legal
representative. In addition, rules of procedure in litigation sometimes provide that minors or
persons with diminished capacity must be represented by a guardian or next friend if they do not
have a general guardian. In many circumstances, however, appointment of a legal representative
may be more expensive or traumatic for the client than circumstances in fact require. Evaluation
of such circumstances is a matter entrusted to the professional judgment of the lawyer. In
considering alternatives, however, the lawyer should be aware of any law that requires the
lawyer to advocate the least restrictive action on behalf of the client.
Disclosure of the Client's Condition
[8] Disclosure of the client's diminished capacity could adversely affect the client's interests. For
example, raising the question of diminished capacity could, in some circumstances, lead to
proceedings for involuntary commitment. Information relating to the representation is protected
by Rule 1.6. Therefore, unless authorized to do so, the lawyer may not disclose such information.
When taking protective action pursuant to paragraph (b), the lawyer is impliedly authorized to
make the necessary disclosures, even when the client directs the lawyer to the contrary.
Nevertheless, given the risks of disclosure, paragraph (c) limits what the lawyer may disclose in
consulting with other individuals or entities or seeking the appointment of a legal representative.
At the very least, the lawyer should determine whether it is likely that the person or entity
consulted with will act adversely to the client's interests before discussing matters related to the
client. The lawyer's position in such cases is an unavoidably difficult one.
Emergency Legal Assistance
[9] In an emergency where the health, safety or a financial interest of a person with seriously
diminished capacity is threatened with imminent and irreparable harm, a lawyer may take legal
action on behalf of such a person even though the person is unable to establish a client-lawyer
relationship or to make or express considered judgments about the matter, when the person or
another acting in good faith on that person's behalf has consulted with the lawyer. Even in such
an emergency, however, the lawyer should not act unless the lawyer reasonably believes that the
person has no other lawyer, agent or other representative available. The lawyer should take legal
action on behalf of the person only to the extent reasonably necessary to maintain the status quo
or otherwise avoid imminent and irreparable harm. A lawyer who undertakes to represent a
person in such an exigent situation has the same duties under these Rules as the lawyer would
with respect to a client.
[10] A lawyer who acts on behalf of a person with seriously diminished capacity in an
emergency should keep the confidences of the person as if dealing with a client, disclosing them
only to the extent necessary to accomplish the intended protective action. The lawyer should
disclose to any tribunal involved and to any other counsel involved the nature of his or her
relationship with the person. The lawyer should take steps to regularize the relationship or
implement other protective solutions as soon as possible. Normally, a lawyer would not seek
compensation for such emergency actions taken.

Rule 1.15 Safekeeping Property

(a) A lawyer shall hold property of clients or third persons that is in a lawyer's possession in
connection with a representation separate from the lawyer's own property. Funds shall be kept in
a separate account maintained in the state where the lawyer's office is situated, or elsewhere with
the consent of the client or third person. Other property shall be identified as such and
appropriately safeguarded. Complete records of such account funds and other property shall be
kept by the lawyer and shall be preserved for a period of [five years] after termination of the
representation.
(b) A lawyer may deposit the lawyer's own funds in a client trust account for the sole purpose of
paying bank service charges on that account, but only in an amount necessary for that purpose.
(c) A lawyer shall deposit into a client trust account legal fees and expenses that have been paid
in advance, to be withdrawn by the lawyer only as fees are earned or expenses incurred.
(d) Upon receiving funds or other property in which a client or third person has an interest, a
lawyer shall promptly notify the client or third person. Except as stated in this rule or otherwise
permitted by law or by agreement with the client, a lawyer shall promptly deliver to the client or
third person any funds or other property that the client or third person is entitled to receive and,
upon request by the client or third person, shall promptly render a full accounting regarding such
property.
(e) When in the course of representation a lawyer is in possession of property in which two or
more persons (one of whom may be the lawyer) claim interests, the property shall be kept
separate by the lawyer until the dispute is resolved. The lawyer shall promptly distribute all
portions of the property as to which the interests are not in dispute.
Rule 1.15 Safekeeping Property - Comment
[1] A lawyer should hold property of others with the care required of a professional fiduciary.
Securities should be kept in a safe deposit box, except when some other form of safekeeping is
warranted by special circumstances. All property that is the property of clients or third persons,
including prospective clients, must be kept separate from the lawyer's business and personal
property and, if monies, in one or more trust accounts. Separate trust accounts may be warranted
when administering estate monies or acting in similar fiduciary capacities. A lawyer should
maintain on a current basis books and records in accordance with generally accepted accounting
practice and comply with any recordkeeping rules established by law or court order. See, e.g.,
Model Rules for Client Trust Account Records.
[2] While normally it is impermissible to commingle the lawyer's own funds with client funds,
paragraph (b) provides that it is permissible when necessary to pay bank service charges on that
account. Accurate records must be kept regarding which part of the funds are the lawyer's.
[3] Lawyers often receive funds from which the lawyer's fee will be paid. The lawyer is not
required to remit to the client funds that the lawyer reasonably believes represent fees owed.
However, a lawyer may not hold funds to coerce a client into accepting the lawyer's contention.
The disputed portion of the funds must be kept in a trust account and the lawyer should suggest
means for prompt resolution of the dispute, such as arbitration. The undisputed portion of the
funds shall be promptly distributed.
[4] Paragraph (e) also recognizes that third parties may have lawful claims against specific funds
or other property in a lawyer's custody, such as a client's creditor who has a lien on funds
recovered in a personal injury action. A lawyer may have a duty under applicable law to protect
such third-party claims against wrongful interference by the client. In such cases, when the third-
party claim is not frivolous under applicable law, the lawyer must refuse to surrender the
property to the client until the claims are resolved. A lawyer should not unilaterally assume to
arbitrate a dispute between the client and the third party, but, when there are substantial grounds
for dispute as to the person entitled to the funds, the lawyer may file an action to have a court
resolve the dispute.
[5] The obligations of a lawyer under this Rule are independent of those arising from activity
other than rendering legal services. For example, a lawyer who serves only as an escrow agent is
governed by the applicable law relating to fiduciaries even though the lawyer does not render
legal services in the transaction and is not governed by this Rule.
[6] A lawyers' fund for client protection provides a means through the collective efforts of the
bar to reimburse persons who have lost money or property as a result of dishonest conduct of a
lawyer. Where such a fund has been established, a lawyer must participate where it is mandatory,
and, even when it is voluntary, the lawyer should participate.

Rule 1.16 Declining Or Terminating Representation

(a) Except as stated in paragraph (c), a lawyer shall not represent a client or, where
representation has commenced, shall withdraw from the representation of a client if:
(1) the representation will result in violation of the rules of professional conduct or other law;
(2) the lawyer's physical or mental condition materially impairs the lawyer's ability to represent
the client; or
(3) the lawyer is discharged.
(b) Except as stated in paragraph (c), a lawyer may withdraw from representing a client if:
(1) withdrawal can be accomplished without material adverse effect on the interests of the client;
(2) the client persists in a course of action involving the lawyer's services that the lawyer
reasonably believes is criminal or fraudulent;
(3) the client has used the lawyer's services to perpetrate a crime or fraud;
(4) the client insists upon taking action that the lawyer considers repugnant or with which the
lawyer has a fundamental disagreement;
(5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's
services and has been given reasonable warning that the lawyer will withdraw unless the
obligation is fulfilled;
(6) the representation will result in an unreasonable financial burden on the lawyer or has been
rendered unreasonably difficult by the client; or
(7) other good cause for withdrawal exists.
(c) A lawyer must comply with applicable law requiring notice to or permission of a tribunal
when terminating a representation. When ordered to do so by a tribunal, a lawyer shall continue
representation notwithstanding good cause for terminating the representation.
(d) Upon termination of representation, a lawyer shall take steps to the extent reasonably
practicable to protect a client's interests, such as giving reasonable notice to the client, allowing
time for employment of other counsel, surrendering papers and property to which the client is
entitled and refunding any advance payment of fee or expense that has not been earned or
incurred. The lawyer may retain papers relating to the client to the extent permitted by other law.
Rule 1.16 Declining Or Terminating Representation - Comment
[1] A lawyer should not accept representation in a matter unless it can be performed
competently, promptly, without improper conflict of interest and to completion. Ordinarily, a
representation in a matter is completed when the agreed-upon assistance has been concluded. See
Rules 1.2(c) and 6.5. See also Rule 1.3, Comment [4].
Mandatory Withdrawal
[2] A lawyer ordinarily must decline or withdraw from representation if the client demands that
the lawyer engage in conduct that is illegal or violates the Rules of Professional Conduct or other
law. The lawyer is not obliged to decline or withdraw simply because the client suggests such a
course of conduct; a client may make such a suggestion in the hope that a lawyer will not be
constrained by a professional obligation.
[3] When a lawyer has been appointed to represent a client, withdrawal ordinarily requires
approval of the appointing authority. See also Rule 6.2. Similarly, court approval or notice to the
court is often required by applicable law before a lawyer withdraws from pending litigation.
Difficulty may be encountered if withdrawal is based on the client's demand that the lawyer
engage in unprofessional conduct. The court may request an explanation for the withdrawal,
while the lawyer may be bound to keep confidential the facts that would constitute such an
explanation. The lawyer's statement that professional considerations require termination of the
representation ordinarily should be accepted as sufficient. Lawyers should be mindful of their
obligations to both clients and the court under Rules 1.6 and 3.3.
Discharge
[4] A client has a right to discharge a lawyer at any time, with or without cause, subject to
liability for payment for the lawyer's services. Where future dispute about the withdrawal may be
anticipated, it may be advisable to prepare a written statement reciting the circumstances.
[5] Whether a client can discharge appointed counsel may depend on applicable law. A client
seeking to do so should be given a full explanation of the consequences. These consequences
may include a decision by the appointing authority that appointment of successor counsel is
unjustified, thus requiring self-representation by the client.
[6] If the client has severely diminished capacity, the client may lack the legal capacity to
discharge the lawyer, and in any event the discharge may be seriously adverse to the client's
interests. The lawyer should make special effort to help the client consider the consequences and
may take reasonably necessary protective action as provided in Rule 1.14.
Optional Withdrawal
[7] A lawyer may withdraw from representation in some circumstances. The lawyer has the
option to withdraw if it can be accomplished without material adverse effect on the client's
interests. Withdrawal is also justified if the client persists in a course of action that the lawyer
reasonably believes is criminal or fraudulent, for a lawyer is not required to be associated with
such conduct even if the lawyer does not further it. Withdrawal is also permitted if the lawyer's
services were misused in the past even if that would materially prejudice the client. The lawyer
may also withdraw where the client insists on taking action that the lawyer considers repugnant
or with which the lawyer has a fundamental disagreement.
[8] A lawyer may withdraw if the client refuses to abide by the terms of an agreement relating to
the representation, such as an agreement concerning fees or court costs or an agreement limiting
the objectives of the representation.
Assisting the Client upon Withdrawal
[9] Even if the lawyer has been unfairly discharged by the client, a lawyer must take all
reasonable steps to mitigate the consequences to the client. The lawyer may retain papers as
security for a fee only to the extent permitted by law. See Rule 1.15.

Rule 1.17 Sale Of Law Practice

A lawyer or a law firm may sell or purchase a law practice, or an area of law practice, including
good will, if the following conditions are satisfied:
(a) The seller ceases to engage in the private practice of law, or in the area of practice that has
been sold, [in the geographic area] [in the jurisdiction] (a jurisdiction may elect either version) in
which the practice has been conducted;
(b) The entire practice, or the entire area of practice, is sold to one or more lawyers or law firms;
(c) The seller gives written notice to each of the seller's clients regarding:
(1) the proposed sale;
(2) the client's right to retain other counsel or to take possession of the file; and
(3) the fact that the client's consent to the transfer of the client's files will be presumed if the
client does not take any action or does not otherwise object within ninety (90) days of receipt of
the notice.
If a client cannot be given notice, the representation of that client may be transferred to the
purchaser only upon entry of an order so authorizing by a court having jurisdiction. The seller
may disclose to the court in camera information relating to the representation only to the extent
necessary to obtain an order authorizing the transfer of a file.
(d) The fees charged clients shall not be increased by reason of the sale.
Rule 1.17 Sale Of Law Practice - Comment
[1] The practice of law is a profession, not merely a business. Clients are not commodities that
can be purchased and sold at will. Pursuant to this Rule, when a lawyer or an entire firm ceases
to practice, or ceases to practice in an area of law, and other lawyers or firms take over the
representation, the selling lawyer or firm may obtain compensation for the reasonable value of
the practice as may withdrawing partners of law firms. See Rules 5.4 and 5.6.
Termination of Practice by the Seller
[2] The requirement that all of the private practice, or all of an area of practice, be sold is
satisfied if the seller in good faith makes the entire practice, or the area of practice, available for
sale to the purchasers. The fact that a number of the seller's clients decide not to be represented
by the purchasers but take their matters elsewhere, therefore, does not result in a violation.
Return to private practice as a result of an unanticipated change in circumstances does not
necessarily result in a violation. For example, a lawyer who has sold the practice to accept an
appointment to judicial office does not violate the requirement that the sale be attendant to
cessation of practice if the lawyer later resumes private practice upon being defeated in a
contested or a retention election for the office or resigns from a judiciary position.
[3] The requirement that the seller cease to engage in the private practice of law does not prohibit
employment as a lawyer on the staff of a public agency or a legal services entity that provides
legal services to the poor, or as in-house counsel to a business.
[4] The Rule permits a sale of an entire practice attendant upon retirement from the private
practice of law within the jurisdiction. Its provisions, therefore, accommodate the lawyer who
sells the practice on the occasion of moving to another state. Some states are so large that a move
from one locale therein to another is tantamount to leaving the jurisdiction in which the lawyer
has engaged in the practice of law. To also accommodate lawyers so situated, states may permit
the sale of the practice when the lawyer leaves the geographical area rather than the jurisdiction.
The alternative desired should be indicated by selecting one of the two provided for in Rule
1.17(a).
[5] This Rule also permits a lawyer or law firm to sell an area of practice. If an area of practice is
sold and the lawyer remains in the active practice of law, the lawyer must cease accepting any
matters in the area of practice that has been sold, either as counsel or co-counsel or by assuming
joint responsibility for a matter in connection with the division of a fee with another lawyer as
would otherwise be permitted by Rule 1.5(e). For example, a lawyer with a substantial number of
estate planning matters and a substantial number of probate administration cases may sell the
estate planning portion of the practice but remain in the practice of law by concentrating on
probate administration; however, that practitioner may not thereafter accept any estate planning
matters. Although a lawyer who leaves a jurisdiction or geographical area typically would sell
the entire practice, this Rule permits the lawyer to limit the sale to one or more areas of the
practice, thereby preserving the lawyer's right to continue practice in the areas of the practice that
were not sold.
Sale of Entire Practice or Entire Area of Practice
[6] The Rule requires that the seller's entire practice, or an entire area of practice, be sold. The
prohibition against sale of less than an entire practice area protects those clients whose matters
are less lucrative and who might find it difficult to secure other counsel if a sale could be limited
to substantial fee-generating matters. The purchasers are required to undertake all client matters
in the practice or practice area, subject to client consent. This requirement is satisfied, however,
even if a purchaser is unable to undertake a particular client matter because of a conflict of
interest.
Client Confidences, Consent and Notice
[7] Negotiations between seller and prospective purchaser prior to disclosure of information
relating to a specific representation of an identifiable client no more violate the confidentiality
provisions of Model Rule 1.6 than do preliminary discussions concerning the possible
association of another lawyer or mergers between firms, with respect to which client consent is
not required. Providing the purchaser access to client-specific information relating to the
representation and to the file, however, requires client consent. The Rule provides that before
such information can be disclosed by the seller to the purchaser the client must be given actual
written notice of the contemplated sale, including the identity of the purchaser, and must be told
that the decision to consent or make other arrangements must be made within 90 days. If nothing
is heard from the client within that time, consent to the sale is presumed.
[8] A lawyer or law firm ceasing to practice cannot be required to remain in practice because
some clients cannot be given actual notice of the proposed purchase. Since these clients cannot
themselves consent to the purchase or direct any other disposition of their files, the Rule requires
an order from a court having jurisdiction authorizing their transfer or other disposition. The
Court can be expected to determine whether reasonable efforts to locate the client have been
exhausted, and whether the absent client's legitimate interests will be served by authorizing the
transfer of the file so that the purchaser may continue the representation. Preservation of client
confidences requires that the petition for a court order be considered in camera. (A procedure by
which such an order can be obtained needs to be established in jurisdictions in which it presently
does not exist).
[9] All elements of client autonomy, including the client's absolute right to discharge a lawyer
and transfer the representation to another, survive the sale of the practice or area of practice.
Fee Arrangements Between Client and Purchaser
[10] The sale may not be financed by increases in fees charged the clients of the practice.
Existing arrangements between the seller and the client as to fees and the scope of the work must
be honored by the purchaser.
Other Applicable Ethical Standards
[11] Lawyers participating in the sale of a law practice or a practice area are subject to the ethical
standards applicable to involving another lawyer in the representation of a client. These include,
for example, the seller's obligation to exercise competence in identifying a purchaser qualified to
assume the practice and the purchaser's obligation to undertake the representation competently
(see Rule 1.1); the obligation to avoid disqualifying conflicts, and to secure the client's informed
consent for those conflicts that can be agreed to (see Rule 1.7 regarding conflicts and Rule 1.0(e)
for the definition of informed consent); and the obligation to protect information relating to the
representation (see Rules 1.6 and 1.9).
[12] If approval of the substitution of the purchasing lawyer for the selling lawyer is required by
the rules of any tribunal in which a matter is pending, such approval must be obtained before the
matter can be included in the sale (see Rule 1.16).
Applicability of the Rule
[13] This Rule applies to the sale of a law practice of a deceased, disabled or disappeared lawyer.
Thus, the seller may be represented by a non-lawyer representative not subject to these Rules.
Since, however, no lawyer may participate in a sale of a law practice which does not conform to
the requirements of this Rule, the representatives of the seller as well as the purchasing lawyer
can be expected to see to it that they are met.
[14] Admission to or retirement from a law partnership or professional association, retirement
plans and similar arrangements, and a sale of tangible assets of a law practice, do not constitute a
sale or purchase governed by this Rule.
[15] This Rule does not apply to the transfers of legal representation between lawyers when such
transfers are unrelated to the sale of a practice or an area of practice.
Rule 1.18 Duties To Prospective Client
(a) A person who discusses with a lawyer the possibility of forming a client-lawyer relationship
with respect to a matter is a prospective client.
(b) Even when no client-lawyer relationship ensues, a lawyer who has had discussions with a
prospective client shall not use or reveal information learned in the consultation, except as Rule
1.9 would permit with respect to information of a former client.
(c) A lawyer subject to paragraph (b) shall not represent a client with interests materially adverse
to those of a prospective client in the same or a substantially related matter if the lawyer received
information from the prospective client that could be significantly harmful to that person in the
matter, except as provided in paragraph (d). If a lawyer is disqualified from representation under
this paragraph, no lawyer in a firm with which that lawyer is associated may knowingly
undertake or continue representation in such a matter, except as provided in paragraph (d).
(d) When the lawyer has received disqualifying information as defined in paragraph (c),
representation is permissible if:
(1) both the affected client and the prospective client have given informed consent, confirmed in
writing, or:
(2) the lawyer who received the information took reasonable measures to avoid exposure to more
disqualifying information than was reasonably necessary to determine whether to represent the
prospective client; and
(i) the disqualified lawyer is timely screened from any participation in the matter and is
apportioned no part of the fee therefrom; and
(ii) written notice is promptly given to the prospective client.
Rule 1.18 Duties To Prospective Client - Comment
[1] Prospective clients, like clients, may disclose information to a lawyer, place documents or
other property in the lawyer's custody, or rely on the lawyer's advice. A lawyer's discussions with
a prospective client usually are limited in time and depth and leave both the prospective client
and the lawyer free (and sometimes required) to proceed no further. Hence, prospective clients
should receive some but not all of the protection afforded clients.
[2] Not all persons who communicate information to a lawyer are entitled to protection under
this Rule. A person who communicates information unilaterally to a lawyer, without any
reasonable expectation that the lawyer is willing to discuss the possibility of forming a client-
lawyer relationship, is not a "prospective client" within the meaning of paragraph (a).
[3] It is often necessary for a prospective client to reveal information to the lawyer during an
initial consultation prior to the decision about formation of a client-lawyer relationship. The
lawyer often must learn such information to determine whether there is a conflict of interest with
an existing client and whether the matter is one that the lawyer is willing to undertake. Paragraph
(b) prohibits the lawyer from using or revealing that information, except as permitted by Rule
1.9, even if the client or lawyer decides not to proceed with the representation. The duty exists
regardless of how brief the initial conference may be.
[4] In order to avoid acquiring disqualifying information from a prospective client, a lawyer
considering whether or not to undertake a new matter should limit the initial interview to only
such information as reasonably appears necessary for that purpose. Where the information
indicates that a conflict of interest or other reason for non-representation exists, the lawyer
should so inform the prospective client or decline the representation. If the prospective client
wishes to retain the lawyer, and if consent is possible under Rule 1.7, then consent from all
affected present or former clients must be obtained before accepting the representation.
[5] A lawyer may condition conversations with a prospective client on the person's informed
consent that no information disclosed during the consultation will prohibit the lawyer from
representing a different client in the matter. See Rule 1.0(e) for the definition of informed
consent. If the agreement expressly so provides, the prospective client may also consent to the
lawyer's subsequent use of information received from the prospective client.
[6] Even in the absence of an agreement, under paragraph (c), the lawyer is not prohibited from
representing a client with interests adverse to those of the prospective client in the same or a
substantially related matter unless the lawyer has received from the prospective client
information that could be significantly harmful if used in the matter.
[7] Under paragraph (c), the prohibition in this Rule is imputed to other lawyers as provided in
Rule 1.10, but, under paragraph (d)(1), imputation may be avoided if the lawyer obtains the
informed consent, confirmed in writing, of both the prospective and affected clients. In the
alternative, imputation may be avoided if the conditions of paragraph (d)(2) are met and all
disqualified lawyers are timely screened and written notice is promptly given to the prospective
client. See Rule 1.0(k) (requirements for screening procedures). Paragraph (d)(2)(i) does not
prohibit the screened lawyer from receiving a salary or partnership share established by prior
independent agreement, but that lawyer may not receive compensation directly related to the
matter in which the lawyer is disqualified.
[8] Notice, including a general description of the subject matter about which the lawyer was
consulted, and of the screening procedures employed, generally should be given as soon as
practicable after the need for screening becomes apparent.
[9] For the duty of competence of a lawyer who gives assistance on the merits of a matter to a
prospective client, see Rule 1.1. For a lawyer's duties when a prospective client entrusts
valuables or papers to the lawyer's care, see Rule 1.15.

Counselor
Rule 2.1 Advisor
In representing a client, a lawyer shall exercise independent professional judgment and render
candid advice. In rendering advice, a lawyer may refer not only to law but to other considerations
such as moral, economic, social and political factors, that may be relevant to the client's
situation.
Rule 2.1 Advisor - Comment
Scope of Advice
[1] A client is entitled to straightforward advice expressing the lawyer's honest assessment. Legal
advice often involves unpleasant facts and alternatives that a client may be disinclined to
confront. In presenting advice, a lawyer endeavors to sustain the client's morale and may put
advice in as acceptable a form as honesty permits. However, a lawyer should not be deterred
from giving candid advice by the prospect that the advice will be unpalatable to the client.
[2] Advice couched in narrow legal terms may be of little value to a client, especially where
practical considerations, such as cost or effects on other people, are predominant. Purely
technical legal advice, therefore, can sometimes be inadequate. It is proper for a lawyer to refer
to relevant moral and ethical considerations in giving advice. Although a lawyer is not a moral
advisor as such, moral and ethical considerations impinge upon most legal questions and may
decisively influence how the law will be applied.
[3] A client may expressly or impliedly ask the lawyer for purely technical advice. When such a
request is made by a client experienced in legal matters, the lawyer may accept it at face value.
When such a request is made by a client inexperienced in legal matters, however, the lawyer's
responsibility as advisor may include indicating that more may be involved than strictly legal
considerations.
[4] Matters that go beyond strictly legal questions may also be in the domain of another
profession. Family matters can involve problems within the professional competence of
psychiatry, clinical psychology or social work; business matters can involve problems within the
competence of the accounting profession or of financial specialists. Where consultation with a
professional in another field is itself something a competent lawyer would recommend, the
lawyer should make such a recommendation. At the same time, a lawyer's advice at its best often
consists of recommending a course of action in the face of conflicting recommendations of
experts.
Offering Advice
[5] In general, a lawyer is not expected to give advice until asked by the client. However, when a
lawyer knows that a client proposes a course of action that is likely to result in substantial
adverse legal consequences to the client, the lawyer's duty to the client under Rule 1.4 may
require that the lawyer offer advice if the client's course of action is related to the representation.
Similarly, when a matter is likely to involve litigation, it may be necessary under Rule 1.4 to
inform the client of forms of dispute resolution that might constitute reasonable alternatives to
litigation. A lawyer ordinarily has no duty to initiate investigation of a client's affairs or to give
advice that the client has indicated is unwanted, but a lawyer may initiate advice to a client when
doing so appears to be in the client's interest.

Rule 2.2 Deleted

Rule 2.3 Evaluation For Use By Third Persons
(a) A lawyer may provide an evaluation of a matter affecting a client for the use of someone
other than the client if the lawyer reasonably believes that making the evaluation is compatible
with other aspects of the lawyer's relationship with the client.
(b) When the lawyer knows or reasonably should know that the evaluation is likely to affect the
client's interests materially and adversely, the lawyer shall not provide the evaluation unless the
client gives informed consent.
(c) Except as disclosure is authorized in connection with a report of an evaluation, information
relating to the evaluation is otherwise protected by Rule 1.6.
Rule 2.3 Evaluation For Use By Third Persons - Comment
Definition
[1] An evaluation may be performed at the client's direction or when impliedly authorized in
order to carry out the representation. See Rule 1.2. Such an evaluation may be for the primary
purpose of establishing information for the benefit of third parties; for example, an opinion
concerning the title of property rendered at the behest of a vendor for the information of a
prospective purchaser, or at the behest of a borrower for the information of a prospective lender.
In some situations, the evaluation may be required by a government agency; for example, an
opinion concerning the legality of the securities registered for sale under the securities laws. In
other instances, the evaluation may be required by a third person, such as a purchaser of a
business.
[2] A legal evaluation should be distinguished from an investigation of a person with whom the
lawyer does not have a client-lawyer relationship. For example, a lawyer retained by a purchaser
to analyze a vendor's title to property does not have a client-lawyer relationship with the vendor.
So also, an investigation into a person's affairs by a government lawyer, or by special counsel
employed by the government, is not an evaluation as that term is used in this Rule. The question
is whether the lawyer is retained by the person whose affairs are being examined. When the
lawyer is retained by that person, the general rules concerning loyalty to client and preservation
of confidences apply, which is not the case if the lawyer is retained by someone else. For this
reason, it is essential to identify the person by whom the lawyer is retained. This should be made
clear not only to the person under examination, but also to others to whom the results are to be
made available.
Duties Owed to Third Person and Client
[3] When the evaluation is intended for the information or use of a third person, a legal duty to
that person may or may not arise. That legal question is beyond the scope of this Rule. However,
since such an evaluation involves a departure from the normal client-lawyer relationship, careful
analysis of the situation is required. The lawyer must be satisfied as a matter of professional
judgment that making the evaluation is compatible with other functions undertaken in behalf of
the client. For example, if the lawyer is acting as advocate in defending the client against charges
of fraud, it would normally be incompatible with that responsibility for the lawyer to perform an
evaluation for others concerning the same or a related transaction. Assuming no such
impediment is apparent, however, the lawyer should advise the client of the implications of the
evaluation, particularly the lawyer's responsibilities to third persons and the duty to disseminate
the findings.
Access to and Disclosure of Information
[4] The quality of an evaluation depends on the freedom and extent of the investigation upon
which it is based. Ordinarily a lawyer should have whatever latitude of investigation seems
necessary as a matter of professional judgment. Under some circumstances, however, the terms
of the evaluation may be limited. For example, certain issues or sources may be categorically
excluded, or the scope of search may be limited by time constraints or the noncooperation of
persons having relevant information. Any such limitations that are material to the evaluation
should be described in the report. If after a lawyer has commenced an evaluation, the client
refuses to comply with the terms upon which it was understood the evaluation was to have been
made, the lawyer's obligations are determined by law, having reference to the terms of the
client's agreement and the surrounding circumstances. In no circumstances is the lawyer
permitted to knowingly make a false statement of material fact or law in providing an evaluation
under this Rule. See Rule 4.1.
Obtaining Client's Informed Consent
[5] Information relating to an evaluation is protected by Rule 1.6. In many situations, providing
an evaluation to a third party poses no significant risk to the client; thus, the lawyer may be
impliedly authorized to disclose information to carry out the representation. See Rule 1.6(a).
Where, however, it is reasonably likely that providing the evaluation will affect the client's
interests materially and adversely, the lawyer must first obtain the client's consent after the client
has been adequately informed concerning the important possible effects on the client's interests.
See Rules 1.6(a) and 1.0(e).
Financial Auditors' Requests for Information
[6] When a question concerning the legal situation of a client arises at the instance of the client's
financial auditor and the question is referred to the lawyer, the lawyer's response may be made in
accordance with procedures recognized in the legal profession. Such a procedure is set forth in
the American Bar Association Statement of Policy Regarding Lawyers' Responses to Auditors'
Requests for Information, adopted in 1975.

Rule 2.4 Lawyer Serving As Third-Party Neutral

(a) A lawyer serves as a third-party neutral when the lawyer assists two or more persons who are
not clients of the lawyer to reach a resolution of a dispute or other matter that has arisen between
them. Service as a third-party neutral may include service as an arbitrator, a mediator or in such
other capacity as will enable the lawyer to assist the parties to resolve the matter.
(b) A lawyer serving as a third-party neutral shall inform unrepresented parties that the lawyer is
not representing them. When the lawyer knows or reasonably should know that a party does not
understand the lawyer's role in the matter, the lawyer shall explain the difference between the
lawyer's role as a third-party neutral and a lawyer's role as one who represents a client.
Rule 2.4 Lawyer Serving As Third-Party Neutral - Comment
[1] Alternative dispute resolution has become a substantial part of the civil justice system. Aside
from representing clients in dispute-resolution processes, lawyers often serve as third-party
neutrals. A third-party neutral is a person, such as a mediator, arbitrator, conciliator or evaluator,
who assists the parties, represented or unrepresented, in the resolution of a dispute or in the
arrangement of a transaction. Whether a third-party neutral serves primarily as a facilitator,
evaluator or decisionmaker depends on the particular process that is either selected by the parties
or mandated by a court.
[2] The role of a third-party neutral is not unique to lawyers, although, in some court-connected
contexts, only lawyers are allowed to serve in this role or to handle certain types of cases. In
performing this role, the lawyer may be subject to court rules or other law that apply either to
third-party neutrals generally or to lawyers serving as third-party neutrals. Lawyer-neutrals may
also be subject to various codes of ethics, such as the Code of Ethics for Arbitrators in
Commercial Disputes prepared by a joint committee of the American Bar Association and the
American Arbitration Association or the Model Standards of Conduct for Mediators jointly
prepared by the American Bar Association, the American Arbitration Association and the
Society of Professionals in Dispute Resolution.
[3] Unlike nonlawyers who serve as third-party neutrals, lawyers serving in this role may
experience unique problems as a result of differences between the role of a third-party neutral
and a lawyer's service as a client representative. The potential for confusion is significant when
the parties are unrepresented in the process. Thus, paragraph (b) requires a lawyer-neutral to
inform unrepresented parties that the lawyer is not representing them. For some parties,
particularly parties who frequently use dispute-resolution processes, this information will be
sufficient. For others, particularly those who are using the process for the first time, more
information will be required. Where appropriate, the lawyer should inform unrepresented parties
of the important differences between the lawyer's role as third-party neutral and a lawyer's role as
a client representative, including the inapplicability of the attorney-client evidentiary privilege.
The extent of disclosure required under this paragraph will depend on the particular parties
involved and the subject matter of the proceeding, as well as the particular features of the
dispute-resolution process selected.
[4] A lawyer who serves as a third-party neutral subsequently may be asked to serve as a lawyer
representing a client in the same matter. The conflicts of interest that arise for both the individual
lawyer and the lawyer's law firm are addressed in Rule 1.12.
[5] Lawyers who represent clients in alternative dispute-resolution processes are governed by the
Rules of Professional Conduct. When the dispute-resolution process takes place before a
tribunal, as in binding arbitration (see Rule 1.0(m)), the lawyer's duty of candor is governed by
Rule 3.3. Otherwise, the lawyer's duty of candor toward both the third-party neutral and other
parties is governed by Rule 4.1.

Advocate
Rule 3.1 Meritorious Claims And Contentions
A lawyer shall not bring or defend a proceeding, or assert or controvert an issue therein, unless
there is a basis in law and fact for doing so that is not frivolous, which includes a good faith
argument for an extension, modification or reversal of existing law. A lawyer for the defendant
in a criminal proceeding, or the respondent in a proceeding that could result in incarceration,
may nevertheless so defend the proceeding as to require that every element of the case be
established.
Rule 3.1 Meritorious Claims And Contentions - Comment
[1] The advocate has a duty to use legal procedure for the fullest benefit of the client's cause, but
also a duty not to abuse legal procedure. The law, both procedural and substantive, establishes
the limits within which an advocate may proceed. However, the law is not always clear and
never is static. Accordingly, in determining the proper scope of advocacy, account must be taken
of the law's ambiguities and potential for change.
[2] The filing of an action or defense or similar action taken for a client is not frivolous merely
because the facts have not first been fully substantiated or because the lawyer expects to develop
vital evidence only by discovery. What is required of lawyers, however, is that they inform
themselves about the facts of their clients' cases and the applicable law and determine that they
can make good faith arguments in support of their clients' positions. Such action is not frivolous
even though the lawyer believes that the client's position ultimately will not prevail. The action is
frivolous, however, if the lawyer is unable either to make a good faith argument on the merits of
the action taken or to support the action taken by a good faith argument for an extension,
modification or reversal of existing law.
[3] The lawyer's obligations under this Rule are subordinate to federal or state constitutional law
that entitles a defendant in a criminal matter to the assistance of counsel in presenting a claim or
contention that otherwise would be prohibited by this Rule.

Rule 3.2 Expediting Litigation

A lawyer shall make reasonable efforts to expedite litigation consistent with the interests of the
client.
Rule 3.2 Expediting Litigation - Comment
[1] Dilatory practices bring the administration of justice into disrepute. Although there will be
occasions when a lawyer may properly seek a postponement for personal reasons, it is not proper
for a lawyer to routinely fail to expedite litigation solely for the convenience of the advocates.
Nor will a failure to expedite be reasonable if done for the purpose of frustrating an opposing
party's attempt to obtain rightful redress or repose. It is not a justification that similar conduct is
often tolerated by the bench and bar. The question is whether a competent lawyer acting in good
faith would regard the course of action as having some substantial purpose other than delay.
Realizing financial or other benefit from otherwise improper delay in litigation is not a legitimate
interest of the client.

Rule 3.3 Candor Toward The Tribunal

(a) A lawyer shall not knowingly:
(1) make a false statement of fact or law to a tribunal or fail to correct a false statement of
material fact or law previously made to the tribunal by the lawyer;
(2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the
lawyer to be directly adverse to the position of the client and not disclosed by opposing counsel;
or
(3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer’s client, or a witness
called by the lawyer, has offered material evidence and the lawyer comes to know of its falsity,
the lawyer shall take reasonable remedial measures, including, if necessary, disclosure to the
tribunal. A lawyer may refuse to offer evidence, other than the testimony of a defendant in a
criminal matter, that the lawyer reasonably believes is false.
(b) A lawyer who represents a client in an adjudicative proceeding and who knows that a person
intends to engage, is engaging or has engaged in criminal or fraudulent conduct related to the
proceeding shall take reasonable remedial measures, including, if necessary, disclosure to the
tribunal.
(c) The duties stated in paragraphs (a) and (b) continue to the conclusion of the proceeding, and
apply even if compliance requires disclosure of information otherwise protected by Rule 1.6.
(d) In an ex parte proceeding, a lawyer shall inform the tribunal of all material facts known to the
lawyer that will enable the tribunal to make an informed decision, whether or not the facts are
adverse.
Rule 3.3 Candor Toward The Tribunal - Comment
[1] This Rule governs the conduct of a lawyer who is representing a client in the proceedings of a
tribunal. See Rule 1.0(m) for the definition of "tribunal." It also applies when the lawyer is
representing a client in an ancillary proceeding conducted pursuant to the tribunal’s adjudicative
authority, such as a deposition. Thus, for example, paragraph (a)(3) requires a lawyer to take
reasonable remedial measures if the lawyer comes to know that a client who is testifying in a
deposition has offered evidence that is false.
[2] This Rule sets forth the special duties of lawyers as officers of the court to avoid conduct that
undermines the integrity of the adjudicative process. A lawyer acting as an advocate in an
adjudicative proceeding has an obligation to present the client's case with persuasive force.
Performance of that duty while maintaining confidences of the client, however, is qualified by
the advocate's duty of candor to the tribunal. Consequently, although a lawyer in an adversary
proceeding is not required to present an impartial exposition of the law or to vouch for the
evidence submitted in a cause, the lawyer must not allow the tribunal to be misled by false
statements of law or fact or evidence that the lawyer knows to be false.
Representations by a Lawyer
[3] An advocate is responsible for pleadings and other documents prepared for litigation, but is
usually not required to have personal knowledge of matters asserted therein, for litigation
documents ordinarily present assertions by the client, or by someone on the client's behalf, and
not assertions by the lawyer. Compare Rule 3.1. However, an assertion purporting to be on the
lawyer's own knowledge, as in an affidavit by the lawyer or in a statement in open court, may
properly be made only when the lawyer knows the assertion is true or believes it to be true on the
basis of a reasonably diligent inquiry. There are circumstances where failure to make a
disclosure is the equivalent of an affirmative misrepresentation. The obligation prescribed in
Rule 1.2(d) not to counsel a client to commit or assist the client in committing a fraud applies in
litigation. Regarding compliance with Rule 1.2(d), see the Comment to that Rule. See also the
Comment to Rule 8.4(b).
Legal Argument
[4] Legal argument based on a knowingly false representation of law constitutes dishonesty
toward the tribunal. A lawyer is not required to make a disinterested exposition of the law, but
must recognize the existence of pertinent legal authorities. Furthermore, as stated in paragraph
(a)(2), an advocate has a duty to disclose directly adverse authority in the controlling jurisdiction
that has not been disclosed by the opposing party. The underlying concept is that legal argument
is a discussion seeking to determine the legal premises properly applicable to the case.
Offering Evidence
[5] Paragraph (a)(3) requires that the lawyer refuse to offer evidence that the lawyer knows to be
false, regardless of the client’s wishes. This duty is premised on the lawyer’s obligation as an
officer of the court to prevent the trier of fact from being misled by false evidence. A lawyer
does not violate this Rule if the lawyer offers the evidence for the purpose of establishing its
falsity.
[6] If a lawyer knows that the client intends to testify falsely or wants the lawyer to introduce
false evidence, the lawyer should seek to persuade the client that the evidence should not be
offered. If the persuasion is ineffective and the lawyer continues to represent the client, the
lawyer must refuse to offer the false evidence. If only a portion of a witness's testimony will be
false, the lawyer may call the witness to testify but may not elicit or otherwise permit the witness
to present the testimony that the lawyer knows is false.
[7] The duties stated in paragraphs (a) and (b) apply to all lawyers, including defense counsel in
criminal cases. In some jurisdictions, however, courts have required counsel to present the
accused as a witness or to give a narrative statement if the accused so desires, even if counsel
knows that the testimony or statement will be false. The obligation of the advocate under the
Rules of Professional Conduct is subordinate to such requirements. See also Comment [9].
[8] The prohibition against offering false evidence only applies if the lawyer knows that the
evidence is false. A lawyer’s reasonable belief that evidence is false does not preclude its
presentation to the trier of fact. A lawyer’s knowledge that evidence is false, however, can be
inferred from the circumstances. See Rule 1.0(f). Thus, although a lawyer should resolve doubts
about the veracity of testimony or other evidence in favor of the client, the lawyer cannot ignore
an obvious falsehood.
[9] Although paragraph (a)(3) only prohibits a lawyer from offering evidence the lawyer knows
to be false, it permits the lawyer to refuse to offer testimony or other proof that the lawyer
reasonably believes is false. Offering such proof may reflect adversely on the lawyer's ability to
discriminate in the quality of evidence and thus impair the lawyer's effectiveness as an advocate.
Because of the special protections historically provided criminal defendants, however, this Rule
does not permit a lawyer to refuse to offer the testimony of such a client where the lawyer
reasonably believes but does not know that the testimony will be false. Unless the lawyer knows
the testimony will be false, the lawyer must honor the client’s decision to testify. See also
Comment [7].
Remedial Measures
[10] Having offered material evidence in the belief that it was true, a lawyer may subsequently
come to know that the evidence is false. Or, a lawyer may be surprised when the lawyer’s client,
or another witness called by the lawyer, offers testimony the lawyer knows to be false, either
during the lawyer’s direct examination or in response to cross-examination by the opposing
lawyer. In such situations or if the lawyer knows of the falsity of testimony elicited from the
client during a deposition, the lawyer must take reasonable remedial measures. In such situations,
the advocate's proper course is to remonstrate with the client confidentially, advise the client of
the lawyer’s duty of candor to the tribunal and seek the client’s cooperation with respect to the
withdrawal or correction of the false statements or evidence. If that fails, the advocate must take
further remedial action. If withdrawal from the representation is not permitted or will not undo
the effect of the false evidence, the advocate must make such disclosure to the tribunal as is
reasonably necessary to remedy the situation, even if doing so requires the lawyer to reveal
information that otherwise would be protected by Rule 1.6. It is for the tribunal then to determine
what should be done — making a statement about the matter to the trier of fact, ordering a
mistrial or perhaps nothing.
[11] The disclosure of a client’s false testimony can result in grave consequences to the client,
including not only a sense of betrayal but also loss of the case and perhaps a prosecution for
perjury. But the alternative is that the lawyer cooperate in deceiving the court, thereby subverting
the truth-finding process which the adversary system is designed to implement. See Rule 1.2(d).
Furthermore, unless it is clearly understood that the lawyer will act upon the duty to disclose the
existence of false evidence, the client can simply reject the lawyer's advice to reveal the false
evidence and insist that the lawyer keep silent. Thus the client could in effect coerce the lawyer
into being a party to fraud on the court.
Preserving Integrity of Adjudicative Process
[12] Lawyers have a special obligation to protect a tribunal against criminal or fraudulent
conduct that undermines the integrity of the adjudicative process, such as bribing, intimidating or
otherwise unlawfully communicating with a witness, juror, court official or other participant in
the proceeding, unlawfully destroying or concealing documents or other evidence or failing to
disclose information to the tribunal when required by law to do so. Thus, paragraph (b) requires a
lawyer to take reasonable remedial measures, including disclosure if necessary, whenever the
lawyer knows that a person, including the lawyer’s client, intends to engage, is engaging or has
engaged in criminal or fraudulent conduct related to the proceeding.
Duration of Obligation
[13] A practical time limit on the obligation to rectify false evidence or false statements of law
and fact has to be established. The conclusion of the proceeding is a reasonably definite point for
the termination of the obligation. A proceeding has concluded within the meaning of this Rule
when a final judgment in the proceeding has been affirmed on appeal or the time for review has
passed.
Ex Parte Proceedings
[14] Ordinarily, an advocate has the limited responsibility of presenting one side of the matters
that a tribunal should consider in reaching a decision; the conflicting position is expected to be
presented by the opposing party. However, in any ex parte proceeding, such as an application for
a temporary restraining order, there is no balance of presentation by opposing advocates. The
object of an ex parte proceeding is nevertheless to yield a substantially just result. The judge has
an affirmative responsibility to accord the absent party just consideration. The lawyer for the
represented party has the correlative duty to make disclosures of material facts known to the
lawyer and that the lawyer reasonably believes are necessary to an informed decision.
Withdrawal
[15] Normally, a lawyer’s compliance with the duty of candor imposed by this Rule does not
require that the lawyer withdraw from the representation of a client whose interests will be or
have been adversely affected by the lawyer’s disclosure. The lawyer may, however, be required
by Rule 1.16(a) to seek permission of the tribunal to withdraw if the lawyer’s compliance with
this Rule’s duty of candor results in such an extreme deterioration of the client-lawyer
relationship that the lawyer can no longer competently represent the client. Also see Rule 1.16(b)
for the circumstances in which a lawyer will be permitted to seek a tribunal’s permission to
withdraw. In connection with a request for permission to withdraw that is premised on a client’s
misconduct, a lawyer may reveal information relating to the representation only to the extent
reasonably necessary to comply with this Rule or as otherwise permitted by Rule 1.6.

Rule 3.4 Fairness To Opposing Party And Counsel

A lawyer shall not:
(a) unlawfully obstruct another party' s access to evidence or unlawfully alter, destroy or conceal
a document or other material having potential evidentiary value. A lawyer shall not counsel or
assist another person to do any such act;
(b) falsify evidence, counsel or assist a witness to testify falsely, or offer an inducement to a
witness that is prohibited by law;
(c) knowingly disobey an obligation under the rules of a tribunal except for an open refusal based
on an assertion that no valid obligation exists;
(d) in pretrial procedure, make a frivolous discovery request or fail to make reasonably diligent
effort to comply with a legally proper discovery request by an opposing party;
(e) in trial, allude to any matter that the lawyer does not reasonably believe is relevant or that
will not be supported by admissible evidence, assert personal knowledge of facts in issue except
when testifying as a witness, or state a personal opinion as to the justness of a cause, the
credibility of a witness, the culpability of a civil litigant or the guilt or innocence of an accused;
or
(f) request a person other than a client to refrain from voluntarily giving relevant information to
another party unless:
(1) the person is a relative or an employee or other agent of a client; and
(2) the lawyer reasonably believes that the person's interests will not be adversely affected by
refraining from giving such information.
Rule 3.4 Fairness To Opposing Party And Counsel - Comment
[1] The procedure of the adversary system contemplates that the evidence in a case is to be
marshalled competitively by the contending parties. Fair competition in the adversary system is
secured by prohibitions against destruction or concealment of evidence, improperly influencing
witnesses, obstructive tactics in discovery procedure, and the like.
[2] Documents and other items of evidence are often essential to establish a claim or defense.
Subject to evidentiary privileges, the right of an opposing party, including the government, to
obtain evidence through discovery or subpoena is an important procedural right. The exercise of
that right can be frustrated if relevant material is altered, concealed or destroyed. Applicable law
in many jurisdictions makes it an offense to destroy material for purpose of impairing its
availability in a pending proceeding or one whose commencement can be foreseen. Falsifying
evidence is also generally a criminal offense. Paragraph (a) applies to evidentiary material
generally, including computerized information. Applicable law may permit a lawyer to take
temporary possession of physical evidence of client crimes for the purpose of conducting a
limited examination that will not alter or destroy material characteristics of the evidence. In such
a case, applicable law may require the lawyer to turn the evidence over to the police or other
prosecuting authority, depending on the circumstances.
[3] With regard to paragraph (b), it is not improper to pay a witness's expenses or to compensate
an expert witness on terms permitted by law. The common law rule in most jurisdictions is that it
is improper to pay an occurrence witness any fee for testifying and that it is improper to pay an
expert witness a contingent fee.
[4] Paragraph (f) permits a lawyer to advise employees of a client to refrain from giving
information to another party, for the employees may identify their interests with those of the
client. See also Rule 4.2.

Rule 3.5 Impartiality And Decorum Of The Tribunal

A lawyer shall not:
(a) seek to influence a judge, juror, prospective juror or other official by means prohibited by
law;
(b) communicate ex parte with such a person during the proceeding unless authorized to do so by
law or court order;
(c) communicate with a juror or prospective juror after discharge of the jury if:
(1) the communication is prohibited by law or court order;
(2) the juror has made known to the lawyer a desire not to communicate; or
(3) the communication involves misrepresentation, coercion, duress or harassment; or
(d) engage in conduct intended to disrupt a tribunal.
Rule 3.5 Impartiality And Decorum Of The Tribunal - Comment
[1] Many forms of improper influence upon a tribunal are proscribed by criminal law. Others are
specified in the ABA Model Code of Judicial Conduct, with which an advocate should be
familiar. A lawyer is required to avoid contributing to a violation of such provisions.
[2] During a proceeding a lawyer may not communicate ex parte with persons serving in an
official capacity in the proceeding, such as judges, masters or jurors, unless authorized to do so
by law or court order.
[3] A lawyer may on occasion want to communicate with a juror or prospective juror after the
jury has been discharged. The lawyer may do so unless the communication is prohibited by law
or a court order but must respect the desire of the juror not to talk with the lawyer. The lawyer
may not engage in improper conduct during the communication.
[4] The advocate's function is to present evidence and argument so that the cause may be decided
according to law. Refraining from abusive or obstreperous conduct is a corollary of the
advocate's right to speak on behalf of litigants. A lawyer may stand firm against abuse by a judge
but should avoid reciprocation; the judge's default is no justification for similar dereliction by an
advocate. An advocate can present the cause, protect the record for subsequent review and
preserve professional integrity by patient firmness no less effectively than by belligerence or
theatrics.
[5] The duty to refrain from disruptive conduct applies to any proceeding of a tribunal, including
a deposition. See Rule 1.0(m).

Rule 3.6 Trial Publicity

(a) A lawyer who is participating or has participated in the investigation or litigation of a matter
shall not make an extrajudicial statement that the lawyer knows or reasonably should know will
be disseminated by means of public communication and will have a substantial likelihood of
materially prejudicing an adjudicative proceeding in the matter.
(b) Notwithstanding paragraph (a), a lawyer may state:
(1) the claim, offense or defense involved and, except when prohibited by law, the identity of the
persons involved;
(2) information contained in a public record;
(3) that an investigation of a matter is in progress;
(4) the scheduling or result of any step in litigation;
(5) a request for assistance in obtaining evidence and information necessary thereto;
(6) a warning of danger concerning the behavior of a person involved, when there is reason to
believe that there exists the likelihood of substantial harm to an individual or to the public
interest; and
(7) in a criminal case, in addition to subparagraphs (1) through (6):
(i) the identity, residence, occupation and family status of the accused;
(ii) if the accused has not been apprehended, information necessary to aid in apprehension of that
person;
(iii) the fact, time and place of arrest; and
(iv) the identity of investigating and arresting officers or agencies and the length of the
investigation.
(c) Notwithstanding paragraph (a), a lawyer may make a statement that a reasonable lawyer
would believe is required to protect a client from the substantial undue prejudicial effect of
recent publicity not initiated by the lawyer or the lawyer's client. A statement made pursuant to
this paragraph shall be limited to such information as is necessary to mitigate the recent adverse
publicity.
(d) No lawyer associated in a firm or government agency with a lawyer subject to paragraph (a)
shall make a statement prohibited by paragraph (a).
Rule 3.6 Trial Publicity - Comment
Comment
[1] It is difficult to strike a balance between protecting the right to a fair trial and safeguarding
the right of free expression. Preserving the right to a fair trial necessarily entails some
curtailment of the information that may be disseminated about a party prior to trial, particularly
where trial by jury is involved. If there were no such limits, the result would be the practical
nullification of the protective effect of the rules of forensic decorum and the exclusionary rules
of evidence. On the other hand, there are vital social interests served by the free dissemination of
information about events having legal consequences and about legal proceedings themselves.
The public has a right to know about threats to its safety and measures aimed at assuring its
security. It also has a legitimate interest in the conduct of judicial proceedings, particularly in
matters of general public concern. Furthermore, the subject matter of legal proceedings is often
of direct significance in debate and deliberation over questions of public policy.
[2] Special rules of confidentiality may validly govern proceedings in juvenile, domestic
relations and mental disability proceedings, and perhaps other types of litigation. Rule 3.4(c)
requires compliance with such rules.
[3] The Rule sets forth a basic general prohibition against a lawyer's making statements that the
lawyer knows or should know will have a substantial likelihood of materially prejudicing an
adjudicative proceeding. Recognizing that the public value of informed commentary is great and
the likelihood of prejudice to a proceeding by the commentary of a lawyer who is not involved in
the proceeding is small, the rule applies only to lawyers who are, or who have been involved in
the investigation or litigation of a case, and their associates.
[4] Paragraph (b) identifies specific matters about which a lawyer's statements would not
ordinarily be considered to present a substantial likelihood of material prejudice, and should not
in any event be considered prohibited by the general prohibition of paragraph (a). Paragraph (b)
is not intended to be an exhaustive listing of the subjects upon which a lawyer may make a
statement, but statements on other matters may be subject to paragraph (a).
[5] There are, on the other hand, certain subjects that are more likely than not to have a material
prejudicial effect on a proceeding, particularly when they refer to a civil matter triable to a jury, a
criminal matter, or any other proceeding that could result in incarceration. These subjects relate
to:
(1) the character, credibility, reputation or criminal record of a party, suspect in a criminal
investigation or witness, or the identity of a witness, or the expected testimony of a party or
witness;
(2) in a criminal case or proceeding that could result in incarceration, the possibility of a plea of
guilty to the offense or the existence or contents of any confession, admission, or statement given
by a defendant or suspect or that person's refusal or failure to make a statement;
(3) the performance or results of any examination or test or the refusal or failure of a person to
submit to an examination or test, or the identity or nature of physical evidence expected to be
presented;
(4) any opinion as to the guilt or innocence of a defendant or suspect in a criminal case or
proceeding that could result in incarceration;
(5) information that the lawyer knows or reasonably should know is likely to be inadmissible as
evidence in a trial and that would, if disclosed, create a substantial risk of prejudicing an
impartial trial; or
(6) the fact that a defendant has been charged with a crime, unless there is included therein a
statement explaining that the charge is merely an accusation and that the defendant is presumed
innocent until and unless proven guilty.
[6] Another relevant factor in determining prejudice is the nature of the proceeding involved.
Criminal jury trials will be most sensitive to extrajudicial speech. Civil trials may be less
sensitive. Non-jury hearings and arbitration proceedings may be even less affected. The Rule
will still place limitations on prejudicial comments in these cases, but the likelihood of prejudice
may be different depending on the type of proceeding.
[7] Finally, extrajudicial statements that might otherwise raise a question under this Rule may be
permissible when they are made in response to statements made publicly by another party,
another party's lawyer, or third persons, where a reasonable lawyer would believe a public
response is required in order to avoid prejudice to the lawyer's client. When prejudicial
statements have been publicly made by others, responsive statements may have the salutary
effect of lessening any resulting adverse impact on the adjudicative proceeding. Such responsive
statements should be limited to contain only such information as is necessary to mitigate undue
prejudice created by the statements made by others.
[8] See Rule 3.8(f) for additional duties of prosecutors in connection with extrajudicial
statements about criminal proceedings.

Rule 3.7 Lawyer As Witness

(a) A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a necessary
witness unless:
(1) the testimony relates to an uncontested issue;
(2) the testimony relates to the nature and value of legal services rendered in the case; or
(3) disqualification of the lawyer would work substantial hardship on the client.
(b) A lawyer may act as advocate in a trial in which another lawyer in the lawyer's firm is likely
to be called as a witness unless precluded from doing so by Rule 1.7 or Rule 1.9.
Rule 3.7 Lawyer As Witness - Comment
[1] Combining the roles of advocate and witness can prejudice the tribunal and the opposing
party and can also involve a conflict of interest between the lawyer and client.
Advocate-Witness Rule
[2] The tribunal has proper objection when the trier of fact may be confused or misled by a
lawyer serving as both advocate and witness. The opposing party has proper objection where the
combination of roles may prejudice that party's rights in the litigation. A witness is required to
testify on the basis of personal knowledge, while an advocate is expected to explain and
comment on evidence given by others. It may not be clear whether a statement by an advocate-
witness should be taken as proof or as an analysis of the proof.
[3] To protect the tribunal, paragraph (a) prohibits a lawyer from simultaneously serving as
advocate and necessary witness except in those circumstances specified in paragraphs (a)(1)
through (a)(3). Paragraph (a)(1) recognizes that if the testimony will be uncontested, the
ambiguities in the dual role are purely theoretical. Paragraph (a)(2) recognizes that where the
testimony concerns the extent and value of legal services rendered in the action in which the
testimony is offered, permitting the lawyers to testify avoids the need for a second trial with new
counsel to resolve that issue. Moreover, in such a situation the judge has firsthand knowledge of
the matter in issue; hence, there is less dependence on the adversary process to test the credibility
of the testimony.
[4] Apart from these two exceptions, paragraph (a)(3) recognizes that a balancing is required
between the interests of the client and those of the tribunal and the opposing party. Whether the
tribunal is likely to be misled or the opposing party is likely to suffer prejudice depends on the
nature of the case, the importance and probable tenor of the lawyer's testimony, and the
probability that the lawyer's testimony will conflict with that of other witnesses. Even if there is
risk of such prejudice, in determining whether the lawyer should be disqualified, due regard must
be given to the effect of disqualification on the lawyer's client. It is relevant that one or both
parties could reasonably foresee that the lawyer would probably be a witness. The conflict of
interest principles stated in Rules 1.7, 1.9 and 1.10 have no application to this aspect of the
problem.
[5] Because the tribunal is not likely to be misled when a lawyer acts as advocate in a trial in
which another lawyer in the lawyer's firm will testify as a necessary witness, paragraph (b)
permits the lawyer to do so except in situations involving a conflict of interest.
Conflict of Interest
[6] In determining if it is permissible to act as advocate in a trial in which the lawyer will be a
necessary witness, the lawyer must also consider that the dual role may give rise to a conflict of
interest that will require compliance with Rules 1.7 or 1.9. For example, if there is likely to be
substantial conflict between the testimony of the client and that of the lawyer the representation
involves a conflict of interest that requires compliance with Rule 1.7. This would be true even
though the lawyer might not be prohibited by paragraph (a) from simultaneously serving as
advocate and witness because the lawyer's disqualification would work a substantial hardship on
the client. Similarly, a lawyer who might be permitted to simultaneously serve as an advocate
and a witness by paragraph (a)(3) might be precluded from doing so by Rule 1.9. The problem
can arise whether the lawyer is called as a witness on behalf of the client or is called by the
opposing party. Determining whether or not such a conflict exists is primarily the responsibility
of the lawyer involved. If there is a conflict of interest, the lawyer must secure the client's
informed consent, confirmed in writing. In some cases, the lawyer will be precluded from
seeking the client's consent. See Rule 1.7. See Rule 1.0(b) for the definition of "confirmed in
writing" and Rule 1.0(e) for the definition of "informed consent."
[7] Paragraph (b) provides that a lawyer is not disqualified from serving as an advocate because a
lawyer with whom the lawyer is associated in a firm is precluded from doing so by paragraph (a).
If, however, the testifying lawyer would also be disqualified by Rule 1.7 or Rule 1.9 from
representing the client in the matter, other lawyers in the firm will be precluded from
representing the client by Rule 1.10 unless the client gives informed consent under the conditions
stated in Rule 1.7.

Rule 3.8 Special Responsibilities Of A Prosecutor

The prosecutor in a criminal case shall:
(a) refrain from prosecuting a charge that the prosecutor knows is not supported by probable
cause;
(b) make reasonable efforts to assure that the accused has been advised of the right to, and the
procedure for obtaining, counsel and has been given reasonable opportunity to obtain counsel;
(c) not seek to obtain from an unrepresented accused a waiver of important pretrial rights, such
as the right to a preliminary hearing;
(d) make timely disclosure to the defense of all evidence or information known to the prosecutor
that tends to negate the guilt of the accused or mitigates the offense, and, in connection with
sentencing, disclose to the defense and to the tribunal all unprivileged mitigating information
known to the prosecutor, except when the prosecutor is relieved of this responsibility by a
protective order of the tribunal;
(e) not subpoena a lawyer in a grand jury or other criminal proceeding to present evidence about
a past or present client unless the prosecutor reasonably believes:
(1) the information sought is not protected from disclosure by any applicable privilege;
(2) the evidence sought is essential to the successful completion of an ongoing investigation or
prosecution; and
(3) there is no other feasible alternative to obtain the information;
(f) except for statements that are necessary to inform the public of the nature and extent of the
prosecutor's action and that serve a legitimate law enforcement purpose, refrain from making
extrajudicial comments that have a substantial likelihood of heightening public condemnation of
the accused and exercise reasonable care to prevent investigators, law enforcement personnel,
employees or other persons assisting or associated with the prosecutor in a criminal case from
making an extrajudicial statement that the prosecutor would be prohibited from making under
Rule 3.6 or this Rule.
(g) When a prosecutor knows of new, credible and material evidence creating a reasonable
likelihood that a convicted defendant did not commit an offense of which the defendant was
convicted, the prosecutor shall:
(1) promptly disclose that evidence to an appropriate court or authority, and
(2) if the conviction was obtained in the prosecutor’s jurisdiction,
(i) promptly disclose that evidence to the defendant unless a court authorizes delay, and
(ii) undertake further investigation, or make reasonable efforts to cause an investigation, to
determine whether the defendant was convicted of an offense that the defendant did not commit.
(h) When a prosecutor knows of clear and convincing evidence establishing that a defendant in
the prosecutor’s jurisdiction was convicted of an offense that the defendant did not commit, the
prosecutor shall seek to remedy the conviction.
Rule 3.8 Special Responsibilities Of A Prosecutor - Comment
[1] A prosecutor has the responsibility of a minister of justice and not simply that of an advocate.
This responsibility carries with it specific obligations to see that the defendant is accorded
procedural justice, that guilt is decided upon the basis of sufficient evidence, and that special
precautions are taken to prevent and to rectify the conviction of innocent persons. The extent of
mandated remedial action is a matter of debate and varies in different jurisdictions. Many
jurisdictions have adopted the ABA Standards of Criminal Justice Relating to the Prosecution
Function, which are the product of prolonged and careful deliberation by lawyers experienced in
both criminal prosecution and defense. Competent representation of the sovereignty may require
a prosecutor to undertake some procedural and remedial measures as a matter of obligation.
Applicable law may require other measures by the prosecutor and knowing disregard of those
obligations or a systematic abuse of prosecutorial discretion could constitute a violation of Rule
8.4.
[2] In some jurisdictions, a defendant may waive a preliminary hearing and thereby lose a
valuable opportunity to challenge probable cause. Accordingly, prosecutors should not seek to
obtain waivers of preliminary hearings or other important pretrial rights from unrepresented
accused persons. Paragraph (c) does not apply, however, to an accused appearing pro se with the
approval of the tribunal. Nor does it forbid the lawful questioning of an uncharged suspect who
has knowingly waived the rights to counsel and silence.
[3] The exception in paragraph (d) recognizes that a prosecutor may seek an appropriate
protective order from the tribunal if disclosure of information to the defense could result in
substantial harm to an individual or to the public interest.
[4] Paragraph (e) is intended to limit the issuance of lawyer subpoenas in grand jury and other
criminal proceedings to those situations in which there is a genuine need to intrude into the
client-lawyer relationship.
[5] Paragraph (f) supplements Rule 3.6, which prohibits extrajudicial statements that have a
substantial likelihood of prejudicing an adjudicatory proceeding. In the context of a criminal
prosecution, a prosecutor's extrajudicial statement can create the additional problem of increasing
public condemnation of the accused. Although the announcement of an indictment, for example,
will necessarily have severe consequences for the accused, a prosecutor can, and should, avoid
comments which have no legitimate law enforcement purpose and have a substantial likelihood
of increasing public opprobrium of the accused. Nothing in this Comment is intended to restrict
the statements which a prosecutor may make which comply with Rule 3.6(b) or 3.6(c).
[6] Like other lawyers, prosecutors are subject to Rules 5.1 and 5.3, which relate to
responsibilities regarding lawyers and nonlawyers who work for or are associated with the
lawyer's office. Paragraph (f) reminds the prosecutor of the importance of these obligations in
connection with the unique dangers of improper extrajudicial statements in a criminal case. In
addition, paragraph (f) requires a prosecutor to exercise reasonable care to prevent persons
assisting or associated with the prosecutor from making improper extrajudicial statements, even
when such persons are not under the direct supervision of the prosecutor. Ordinarily, the
reasonable care standard will be satisfied if the prosecutor issues the appropriate cautions to law-
enforcement personnel and other relevant individuals.
[7] When a prosecutor knows of new, credible and material evidence creating a reasonable
likelihood that a person outside the prosecutor’s jurisdiction was convicted of a crime that the
person did not commit, paragraph (g) requires prompt disclosure to the court or other appropriate
authority, such as the chief prosecutor of the jurisdiction where the conviction occurred. If the
conviction was obtained in the prosecutor’s jurisdiction, paragraph (g) requires the prosecutor to
examine the evidence and undertake further investigation to determine whether the defendant is
in fact innocent or make reasonable efforts to cause another appropriate authority to undertake
the necessary investigation, and to promptly disclose the evidence to the court and, absent court-
authorized delay, to the defendant. Consistent with the objectives of Rules 4.2 and 4.3, disclosure
to a represented defendant must be made through the defendant’s counsel, and, in the case of an
unrepresented defendant, would ordinarily be accompanied by a request to a court for the
appointment of counsel to assist the defendant in taking such legal measures as may be
appropriate.
[8] Under paragraph (h), once the prosecutor knows of clear and convincing evidence that the
defendant was convicted of an offense that the defendant did not commit, the prosecutor must
seek to remedy the conviction. Necessary steps may include disclosure of the evidence to the
defendant, requesting that the court appoint counsel for an unrepresented indigent defendant and,
where appropriate, notifying the court that the prosecutor has knowledge that the defendant did
not commit the offense of which the defendant was convicted.
[9] A prosecutor’s independent judgment, made in good faith, that the new evidence is not of
such nature as to trigger the obligations of sections (g) and (h), though subsequently determined
to have been erroneous, does not constitute a violation of this Rule.

Rule 3.9 Advocate In Nonadjudicative Proceedings

A lawyer representing a client before a legislative body or administrative agency in a
nonadjudicative proceeding shall disclose that the appearance is in a representative capacity and
shall conform to the provisions of Rules 3.3(a) through (c), 3.4(a) through (c), and 3.5.
Rule 3.9 Advocate In Nonadjudicative Proceedings - Comment
[1] In representation before bodies such as legislatures, municipal councils, and executive and
administrative agencies acting in a rule-making or policy-making capacity, lawyers present facts,
formulate issues and advance argument in the matters under consideration. The decision-making
body, like a court, should be able to rely on the integrity of the submissions made to it. A lawyer
appearing before such a body must deal with it honestly and in conformity with applicable rules
of procedure. See Rules 3.3(a) through (c), 3.4(a) through (c) and 3.5.
[2] Lawyers have no exclusive right to appear before nonadjudicative bodies, as they do before a
court. The requirements of this Rule therefore may subject lawyers to regulations inapplicable to
advocates who are not lawyers. However, legislatures and administrative agencies have a right to
expect lawyers to deal with them as they deal with courts.
[3] This Rule only applies when a lawyer represents a client in connection with an official
hearing or meeting of a governmental agency or a legislative body to which the lawyer or the
lawyer’s client is presenting evidence or argument. It does not apply to representation of a client
in a negotiation or other bilateral transaction with a governmental agency or in connection with
an application for a license or other privilege or the client’s compliance with generally applicable
reporting requirements, such as the filing of income-tax returns. Nor does it apply to the
representation of a client in connection with an investigation or examination of the client’s
affairs conducted by government investigators or examiners. Representation in such matters is
governed by Rules 4.1 through 4.4.

Transactions With Persons Other Than Clients

Rule 4.1 Truthfulness In Statements To Others
In the course of representing a client a lawyer shall not knowingly:
(a) make a false statement of material fact or law to a third person; or
(b) fail to disclose a material fact to a third person when disclosure is necessary to avoid assisting
a criminal or fraudulent act by a client, unless disclosure is prohibited by Rule 1.6.
Rule 4.1 Truthfulness In Statements To Others - Comment
Misrepresentation
[1] A lawyer is required to be truthful when dealing with others on a client’s behalf, but
generally has no affirmative duty to inform an opposing party of relevant facts. A
misrepresentation can occur if the lawyer incorporates or affirms a statement of another person
that the lawyer knows is false. Misrepresentations can also occur by partially true but misleading
statements or omissions that are the equivalent of affirmative false statements. For dishonest
conduct that does not amount to a false statement or for misrepresentations by a lawyer other
than in the course of representing a client, see Rule 8.4.
Statements of Fact
[2] This Rule refers to statements of fact. Whether a particular statement should be regarded as
one of fact can depend on the circumstances. Under generally accepted conventions in
negotiation, certain types of statements ordinarily are not taken as statements of material fact.
Estimates of price or value placed on the subject of a transaction and a party’s intentions as to an
acceptable settlement of a claim are ordinarily in this category, and so is the existence of an
undisclosed principal except where nondisclosure of the principal would constitute fraud.
Lawyers should be mindful of their obligations under applicable law to avoid criminal and
tortious misrepresentation.
Crime or Fraud by Client
[3] Under Rule 1.2(d), a lawyer is prohibited from counseling or assisting a client in conduct that
the lawyer knows is criminal or fraudulent. Paragraph (b) states a specific application of the
principle set forth in Rule 1.2(d) and addresses the situation where a client’s crime or fraud takes
the form of a lie or misrepresentation. Ordinarily, a lawyer can avoid assisting a client’s crime or
fraud by withdrawing from the representation. Sometimes it may be necessary for the lawyer to
give notice of the fact of withdrawal and to disaffirm an opinion, document, affirmation or the
like. In extreme cases, substantive law may require a lawyer to disclose information relating to
the representation to avoid being deemed to have assisted the client’s crime or fraud. If the
lawyer can avoid assisting a client’s crime or fraud only by disclosing this information, then
under paragraph (b) the lawyer is required to do so, unless the disclosure is prohibited by Rule
1.6.

Rule 4.2 Communication With Person Represented By

Counsel
In representing a client, a lawyer shall not communicate about the subject of the representation
with a person the lawyer knows to be represented by another lawyer in the matter, unless the
lawyer has the consent of the other lawyer or is authorized to do so by law or a court order.
Rule 4.2 Communication With Person Represented By Counsel - Comment
[1] This Rule contributes to the proper functioning of the legal system by protecting a person
who has chosen to be represented by a lawyer in a matter against possible overreaching by other
lawyers who are participating in the matter, interference by those lawyers with the client-lawyer
relationship and the uncounselled disclosure of information relating to the representation.
[2] This Rule applies to communications with any person who is represented by counsel
concerning the matter to which the communication relates.
[3] The Rule applies even though the represented person initiates or consents to the
communication. A lawyer must immediately terminate communication with a person if, after
commencing communication, the lawyer learns that the person is one with whom communication
is not permitted by this Rule.
[4] This Rule does not prohibit communication with a represented person, or an employee or
agent of such a person, concerning matters outside the representation. For example, the existence
of a controversy between a government agency and a private party, or between two
organizations, does not prohibit a lawyer for either from communicating with nonlawyer
representatives of the other regarding a separate matter. Nor does this Rule preclude
communication with a represented person who is seeking advice from a lawyer who is not
otherwise representing a client in the matter. A lawyer may not make a communication
prohibited by this Rule through the acts of another. See Rule 8.4(a). Parties to a matter may
communicate directly with each other, and a lawyer is not prohibited from advising a client
concerning a communication that the client is legally entitled to make. Also, a lawyer having
independent justification or legal authorization for communicating with a represented person is
permitted to do so.
[5] Communications authorized by law may include communications by a lawyer on behalf of a
client who is exercising a constitutional or other legal right to communicate with the
government. Communications authorized by law may also include investigative activities of
lawyers representing governmental entities, directly or through investigative agents, prior to the
commencement of criminal or civil enforcement proceedings. When communicating with the
accused in a criminal matter, a government lawyer must comply with this Rule in addition to
honoring the constitutional rights of the accused. The fact that a communication does not violate
a state or federal constitutional right is insufficient to establish that the communication is
permissible under this Rule.
[6] A lawyer who is uncertain whether a communication with a represented person is permissible
may seek a court order. A lawyer may also seek a court order in exceptional circumstances to
authorize a communication that would otherwise be prohibited by this Rule, for example, where
communication with a person represented by counsel is necessary to avoid reasonably certain
injury.
[7] In the case of a represented organization, this Rule prohibits communications with a
constituent of the organization who supervises, directs or regularly consults with the
organization’s lawyer concerning the matter or has authority to obligate the organization with
respect to the matter or whose act or omission in connection with the matter may be imputed to
the organization for purposes of civil or criminal liability. Consent of the organization’s lawyer
is not required for communication with a former constituent. If a constituent of the organization
is represented in the matter by his or her own counsel, the consent by that counsel to a
communication will be sufficient for purposes of this Rule. Compare Rule 3.4(f). In
communicating with a current or former constituent of an organization, a lawyer must not use
methods of obtaining evidence that violate the legal rights of the organization. See Rule 4.4.
[8] The prohibition on communications with a represented person only applies in circumstances
where the lawyer knows that the person is in fact represented in the matter to be discussed. This
means that the lawyer has actual knowledge of the fact of the representation; but such actual
knowledge may be inferred from the circumstances. See Rule 1.0(f). Thus, the lawyer cannot
evade the requirement of obtaining the consent of counsel by closing eyes to the obvious.
[9] In the event the person with whom the lawyer communicates is not known to be represented
by counsel in the matter, the lawyer's communications are subject to Rule 4.3.

Rule 4.3 Dealing With Unrepresented Person

In dealing on behalf of a client with a person who is not represented by counsel, a lawyer shall
not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably should
know that the unrepresented person misunderstands the lawyer’s role in the matter, the lawyer
shall make reasonable efforts to correct the misunderstanding. The lawyer shall not give legal
advice to an unrepresented person, other than the advice to secure counsel, if the lawyer knows
or reasonably should know that the interests of such a person are or have a reasonable possibility
of being in conflict with the interests of the client.
Rule 4.3 Dealing With Unrepresented Person - Comment
[1] An unrepresented person, particularly one not experienced in dealing with legal matters,
might assume that a lawyer is disinterested in loyalties or is a disinterested authority on the law
even when the lawyer represents a client. In order to avoid a misunderstanding, a lawyer will
typically need to identify the lawyer’s client and, where necessary, explain that the client has
interests opposed to those of the unrepresented person. For misunderstandings that sometimes
arise when a lawyer for an organization deals with an unrepresented constituent, see Rule
1.13(f).
[2] The Rule distinguishes between situations involving unrepresented persons whose interests
may be adverse to those of the lawyer’s client and those in which the person’s interests are not in
conflict with the client’s. In the former situation, the possibility that the lawyer will compromise
the unrepresented person’s interests is so great that the Rule prohibits the giving of any advice,
apart from the advice to obtain counsel. Whether a lawyer is giving impermissible advice may
depend on the experience and sophistication of the unrepresented person, as well as the setting in
which the behavior and comments occur. This Rule does not prohibit a lawyer from negotiating
the terms of a transaction or settling a dispute with an unrepresented person. So long as the
lawyer has explained that the lawyer represents an adverse party and is not representing the
person, the lawyer may inform the person of the terms on which the lawyer's client will enter
into an agreement or settle a matter, prepare documents that require the person's signature and
explain the lawyer's own view of the meaning of the document or the lawyer's view of the
underlying legal obligations.

Rule 4.4 Respect For Rights Of Third Persons

(a) In representing a client, a lawyer shall not use means that have no substantial purpose other
than to embarrass, delay, or burden a third person, or use methods of obtaining evidence that
violate the legal rights of such a person.
(b) A lawyer who receives a document relating to the representation of the lawyer's client and
knows or reasonably should know that the document was inadvertently sent shall promptly notify
the sender.
Rule 4.4 Respect For Rights Of Third Persons - Comment
[1] Responsibility to a client requires a lawyer to subordinate the interests of others to those of
the client, but that responsibility does not imply that a lawyer may disregard the rights of third
persons. It is impractical to catalogue all such rights, but they include legal restrictions on
methods of obtaining evidence from third persons and unwarranted intrusions into privileged
relationships, such as the client-lawyer relationship.
[2] Paragraph (b) recognizes that lawyers sometimes receive documents that were mistakenly
sent or produced by opposing parties or their lawyers. If a lawyer knows or reasonably should
know that such a document was sent inadvertently, then this Rule requires the lawyer to
promptly notify the sender in order to permit that person to take protective measures. Whether
the lawyer is required to take additional steps, such as returning the original document, is a
matter of law beyond the scope of these Rules, as is the question of whether the privileged status
of a document has been waived. Similarly, this Rule does not address the legal duties of a lawyer
who receives a document that the lawyer knows or reasonably should know may have been
wrongfully obtained by the sending person. For purposes of this Rule, "document" includes e-
mail or other electronic modes of transmission subject to being read or put into readable form.
[3] Some lawyers may choose to return a document unread, for example, when the lawyer learns
before receiving the document that it was inadvertently sent to the wrong address. Where a
lawyer is not required by applicable law to do so, the decision to voluntarily return such a
document is a matter of professional judgment ordinarily reserved to the lawyer. See Rules 1.2
and 1.4.

Law Firms and Associations

Rule 5.1 Responsibilities Of Partners,Managers, And
Supervisory Lawyers
(a) A partner in a law firm, and a lawyer who individually or together with other lawyers
possesses comparable managerial authority in a law firm, shall make reasonable efforts to ensure
that the firm has in effect measures giving reasonable assurance that all lawyers in the firm
conform to the Rules of Professional Conduct.
(b) A lawyer having direct supervisory authority over another lawyer shall make reasonable
efforts to ensure that the other lawyer conforms to the Rules of Professional Conduct.
(c) A lawyer shall be responsible for another lawyer's violation of the Rules of Professional
Conduct if:
(1) the lawyer orders or, with knowledge of the specific conduct, ratifies the conduct involved; or
(2) the lawyer is a partner or has comparable managerial authority in the law firm in which the
other lawyer practices, or has direct supervisory authority over the other lawyer, and knows of
the conduct at a time when its consequences can be avoided or mitigated but fails to take
reasonable remedial action.

Rule 5.1 Responsibilities Of Partners, Managers, And

Supervisory Lawyers - Comment
[1] Paragraph (a) applies to lawyers who have managerial authority over the professional work of
a firm. See Rule 1.0(c). This includes members of a partnership, the shareholders in a law firm
organized as a professional corporation, and members of other associations authorized to practice
law; lawyers having comparable managerial authority in a legal services organization or a law
department of an enterprise or government agency; and lawyers who have intermediate
managerial responsibilities in a firm. Paragraph (b) applies to lawyers who have supervisory
authority over the work of other lawyers in a firm.
[2] Paragraph (a) requires lawyers with managerial authority within a firm to make reasonable
efforts to establish internal policies and procedures designed to provide reasonable assurance that
all lawyers in the firm will conform to the Rules of Professional Conduct. Such policies and
procedures include those designed to detect and resolve conflicts of interest, identify dates by
which actions must be taken in pending matters, account for client funds and property and ensure
that inexperienced lawyers are properly supervised.
[3] Other measures that may be required to fulfill the responsibility prescribed in paragraph (a)
can depend on the firm's structure and the nature of its practice. In a small firm of experienced
lawyers, informal supervision and periodic review of compliance with the required systems
ordinarily will suffice. In a large firm, or in practice situations in which difficult ethical problems
frequently arise, more elaborate measures may be necessary. Some firms, for example, have a
procedure whereby junior lawyers can make confidential referral of ethical problems directly to a
designated senior partner or special committee. See Rule 5.2. Firms, whether large or small, may
also rely on continuing legal education in professional ethics. In any event, the ethical
atmosphere of a firm can influence the conduct of all its members and the partners may not
assume that all lawyers associated with the firm will inevitably conform to the Rules.
[4] Paragraph (c) expresses a general principle of personal responsibility for acts of another. See
also Rule 8.4(a).
[5] Paragraph (c)(2) defines the duty of a partner or other lawyer having comparable managerial
authority in a law firm, as well as a lawyer who has direct supervisory authority over
performance of specific legal work by another lawyer. Whether a lawyer has supervisory
authority in particular circumstances is a question of fact. Partners and lawyers with comparable
authority have at least indirect responsibility for all work being done by the firm, while a partner
or manager in charge of a particular matter ordinarily also has supervisory responsibility for the
work of other firm lawyers engaged in the matter. Appropriate remedial action by a partner or
managing lawyer would depend on the immediacy of that lawyer's involvement and the
seriousness of the misconduct. A supervisor is required to intervene to prevent avoidable
consequences of misconduct if the supervisor knows that the misconduct occurred. Thus, if a
supervising lawyer knows that a subordinate misrepresented a matter to an opposing party in
negotiation, the supervisor as well as the subordinate has a duty to correct the resulting
misapprehension.
[6] Professional misconduct by a lawyer under supervision could reveal a violation of paragraph
(b) on the part of the supervisory lawyer even though it does not entail a violation of paragraph
(c) because there was no direction, ratification or knowledge of the violation.
[7] Apart from this Rule and Rule 8.4(a), a lawyer does not have disciplinary liability for the
conduct of a partner, associate or subordinate. Whether a lawyer may be liable civilly or
criminally for another lawyer's conduct is a question of law beyond the scope of these Rules.
[8] The duties imposed by this Rule on managing and supervising lawyers do not alter the
personal duty of each lawyer in a firm to abide by the Rules of Professional Conduct. See Rule
5.2(a).

Rule 5.2 Responsibilities Of A Subordinate Lawyer

(a) A lawyer is bound by the Rules of Professional Conduct notwithstanding that the lawyer
acted at the direction of another person.
(b) A subordinate lawyer does not violate the Rules of Professional Conduct if that lawyer acts in
accordance with a supervisory lawyer's reasonable resolution of an arguable question of
professional duty.
Rule 5.2 Responsibilities Of A Subordinate Lawyer - Comment
[1] Although a lawyer is not relieved of responsibility for a violation by the fact that the lawyer
acted at the direction of a supervisor, that fact may be relevant in determining whether a lawyer
had the knowledge required to render conduct a violation of the Rules. For example, if a
subordinate filed a frivolous pleading at the direction of a supervisor, the subordinate would not
be guilty of a professional violation unless the subordinate knew of the document's frivolous
character.
[2] When lawyers in a supervisor-subordinate relationship encounter a matter involving
professional judgment as to ethical duty, the supervisor may assume responsibility for making
the judgment. Otherwise a consistent course of action or position could not be taken. If the
question can reasonably be answered only one way, the duty of both lawyers is clear and they are
equally responsible for fulfilling it. However, if the question is reasonably arguable, someone has
to decide upon the course of action. That authority ordinarily reposes in the supervisor, and a
subordinate may be guided accordingly. For example, if a question arises whether the interests of
two clients conflict under Rule 1.7, the supervisor's reasonable resolution of the question should
protect the subordinate professionally if the resolution is subsequently challenged.

Rule 5.3 Responsibilities Regarding Nonlawyer Assistants

With respect to a nonlawyer employed or retained by or associated with a lawyer:
(a) a partner, and a lawyer who individually or together with other lawyers possesses comparable
managerial authority in a law firm shall make reasonable efforts to ensure that the firm has in
effect measures giving reasonable assurance that the person's conduct is compatible with the
professional obligations of the lawyer;
(b) a lawyer having direct supervisory authority over the nonlawyer shall make reasonable
efforts to ensure that the person's conduct is compatible with the professional obligations of the
lawyer; and
(c) a lawyer shall be responsible for conduct of such a person that would be a violation of the
Rules of Professional Conduct if engaged in by a lawyer if:
(1) the lawyer orders or, with the knowledge of the specific conduct, ratifies the conduct
involved; or
(2) the lawyer is a partner or has comparable managerial authority in the law firm in which the
person is employed, or has direct supervisory authority over the person, and knows of the
conduct at a time when its consequences can be avoided or mitigated but fails to take reasonable
remedial action.
Rule 5.3 Responsibilities Regarding Nonlawyer Assistants - Comment
[1] Lawyers generally employ assistants in their practice, including secretaries, investigators, law
student interns, and paraprofessionals. Such assistants, whether employees or independent
contractors, act for the lawyer in rendition of the lawyer's professional services. A lawyer must
give such assistants appropriate instruction and supervision concerning the ethical aspects of
their employment, particularly regarding the obligation not to disclose information relating to
representation of the client, and should be responsible for their work product. The measures
employed in supervising nonlawyers should take account of the fact that they do not have legal
training and are not subject to professional discipline.
[2] Paragraph (a) requires lawyers with managerial authority within a law firm to make
reasonable efforts to establish internal policies and procedures designed to provide reasonable
assurance that nonlawyers in the firm will act in a way compatible with the Rules of Professional
Conduct. See Comment [1] to Rule 5.1. Paragraph (b) applies to lawyers who have supervisory
authority over the work of a nonlawyer. Paragraph (c) specifies the circumstances in which a
lawyer is responsible for conduct of a nonlawyer that would be a violation of the Rules of
Professional Conduct if engaged in by a lawyer.

Rule 5.4 Professional Independence Of A Lawyer

(a) A lawyer or law firm shall not share legal fees with a nonlawyer, except that:
(1) an agreement by a lawyer with the lawyer's firm, partner, or associate may provide for the
payment of money, over a reasonable period of time after the lawyer's death, to the lawyer's
estate or to one or more specified persons;
(2) a lawyer who purchases the practice of a deceased, disabled, or disappeared lawyer may,
pursuant to the provisions of Rule 1.17, pay to the estate or other representative of that lawyer
the agreed-upon purchase price;
(3) a lawyer or law firm may include nonlawyer employees in a compensation or retirement plan,
even though the plan is based in whole or in part on a profit-sharing arrangement; and
(4) a lawyer may share court-awarded legal fees with a nonprofit organization that employed,
retained or recommended employment of the lawyer in the matter.
(b) A lawyer shall not form a partnership with a nonlawyer if any of the activities of the
partnership consist of the practice of law.
(c) A lawyer shall not permit a person who recommends, employs, or pays the lawyer to render
legal services for another to direct or regulate the lawyer's professional judgment in rendering
such legal services.
(d) A lawyer shall not practice with or in the form of a professional corporation or association
authorized to practice law for a profit, if:
(1) a nonlawyer owns any interest therein, except that a fiduciary representative of the estate of a
lawyer may hold the stock or interest of the lawyer for a reasonable time during administration;
(2) a nonlawyer is a corporate director or officer thereof or occupies the position of similar
responsibility in any form of association other than a corporation ; or
(3) a nonlawyer has the right to direct or control the professional judgment of a lawyer.
Rule 5.4 Professional Independence Of A Lawyer - Comment
[1] The provisions of this Rule express traditional limitations on sharing fees. These limitations
are to protect the lawyer's professional independence of judgment. Where someone other than the
client pays the lawyer's fee or salary, or recommends employment of the lawyer, that
arrangement does not modify the lawyer's obligation to the client. As stated in paragraph (c),
such arrangements should not interfere with the lawyer's professional judgment.
[2] This Rule also expresses traditional limitations on permitting a third party to direct or
regulate the lawyer's professional judgment in rendering legal services to another. See also Rule
1.8(f) (lawyer may accept compensation from a third party as long as there is no interference
with the lawyer's independent professional judgment and the client gives informed consent).

Rule 5.5 Unauthorized Practice Of Law; Multijurisdictional

Practice Of Law
(a) A lawyer shall not practice law in a jurisdiction in violation of the regulation of the legal
profession in that jurisdiction, or assist another in doing so.
(b) A lawyer who is not admitted to practice in this jurisdiction shall not:
(1) except as authorized by these Rules or other law, establish an office or other systematic and
continuous presence in this jurisdiction for the practice of law; or
(2) hold out to the public or otherwise represent that the lawyer is admitted to practice law in this
jurisdiction.
(c) A lawyer admitted in another United States jurisdiction, and not disbarred or suspended from
practice in any jurisdiction, may provide legal services on a temporary basis in this jurisdiction
that:
(1) are undertaken in association with a lawyer who is admitted to practice in this jurisdiction
and who actively participates in the matter;
(2) are in or reasonably related to a pending or potential proceeding before a tribunal in this or
another jurisdiction, if the lawyer, or a person the lawyer is assisting, is authorized by law or
order to appear in such proceeding or reasonably expects to be so authorized;
(3) are in or reasonably related to a pending or potential arbitration, mediation, or other
alternative dispute resolution proceeding in this or another jurisdiction, if the services arise out of
or are reasonably related to the lawyer’s practice in a jurisdiction in which the lawyer is admitted
to practice and are not services for which the forum requires pro hac vice admission; or
(4) are not within paragraphs (c)(2) or (c)(3) and arise out of or are reasonably related to the
lawyer’s practice in a jurisdiction in which the lawyer is admitted to practice.
(d) A lawyer admitted in another United States jurisdiction, and not disbarred or suspended from
practice in any jurisdiction, may provide legal services in this jurisdiction that:
(1) are provided to the lawyer’s employer or its organizational affiliates and are not services for
which the forum requires pro hac vice admission; or
(2) are services that the lawyer is authorized to provide by federal law or other law of this
jurisdiction.
Rule 5.5 Unauthorized Practice Of Law; Multijurisdictional Practice Of Law - Comment
[1] A lawyer may practice law only in a jurisdiction in which the lawyer is authorized to practice.
A lawyer may be admitted to practice law in a jurisdiction on a regular basis or may be
authorized by court rule or order or by law to practice for a limited purpose or on a restricted
basis. Paragraph (a) applies to unauthorized practice of law by a lawyer, whether through the
lawyer’s direct action or by the lawyer assisting another person.
[2] The definition of the practice of law is established by law and varies from one jurisdiction to
another. Whatever the definition, limiting the practice of law to members of the bar protects the
public against rendition of legal services by unqualified persons. This Rule does not prohibit a
lawyer from employing the services of paraprofessionals and delegating functions to them, so
long as the lawyer supervises the delegated work and retains responsibility for their work. See
Rule 5.3.
[3] A lawyer may provide professional advice and instruction to nonlawyers whose employment
requires knowledge of the law; for example, claims adjusters, employees of financial or
commercial institutions, social workers, accountants and persons employed in government
agencies. Lawyers also may assist independent nonlawyers, such as paraprofessionals, who are
authorized by the law of a jurisdiction to provide particular law-related services. In addition, a
lawyer may counsel nonlawyers who wish to proceed pro se.
[4] Other than as authorized by law or this Rule, a lawyer who is not admitted to practice
generally in this jurisdiction violates paragraph (b) if the lawyer establishes an office or other
systematic and continuous presence in this jurisdiction for the practice of law. Presence may be
systematic and continuous even if the lawyer is not physically present here. Such a lawyer must
not hold out to the public or otherwise represent that the lawyer is admitted to practice law in this
jurisdiction. See also Rules 7.1(a) and 7.5(b).
[5] There are occasions in which a lawyer admitted to practice in another United States
jurisdiction, and not disbarred or suspended from practice in any jurisdiction, may provide legal
services on a temporary basis in this jurisdiction under circumstances that do not create an
unreasonable risk to the interests of their clients, the public or the courts. Paragraph (c) identifies
four such circumstances. The fact that conduct is not so identified does not imply that the
conduct is or is not authorized. With the exception of paragraphs (d)(1) and (d)(2), this Rule does
not authorize a lawyer to establish an office or other systematic and continuous presence in this
jurisdiction without being admitted to practice generally here.
[6] There is no single test to determine whether a lawyer’s services are provided on a "temporary
basis" in this jurisdiction, and may therefore be permissible under paragraph (c). Services may be
"temporary" even though the lawyer provides services in this jurisdiction on a recurring basis, or
for an extended period of time, as when the lawyer is representing a client in a single lengthy
negotiation or litigation.
[7] Paragraphs (c) and (d) apply to lawyers who are admitted to practice law in any United States
jurisdiction, which includes the District of Columbia and any state, territory or commonwealth of
the United States. The word "admitted" in paragraph (c) contemplates that the lawyer is
authorized to practice in the jurisdiction in which the lawyer is admitted and excludes a lawyer
who while technically admitted is not authorized to practice, because, for example, the lawyer is
on inactive status.
[8] Paragraph (c)(1) recognizes that the interests of clients and the public are protected if a
lawyer admitted only in another jurisdiction associates with a lawyer licensed to practice in this
jurisdiction. For this paragraph to apply, however, the lawyer admitted to practice in this
jurisdiction must actively participate in and share responsibility for the representation of the
client.
[9] Lawyers not admitted to practice generally in a jurisdiction may be authorized by law or
order of a tribunal or an administrative agency to appear before the tribunal or agency. This
authority may be granted pursuant to formal rules governing admission pro hac vice or pursuant
to informal practice of the tribunal or agency. Under paragraph (c)(2), a lawyer does not violate
this Rule when the lawyer appears before a tribunal or agency pursuant to such authority. To the
extent that a court rule or other law of this jurisdiction requires a lawyer who is not admitted to
practice in this jurisdiction to obtain admission pro hac vice before appearing before a tribunal or
administrative agency, this Rule requires the lawyer to obtain that authority.
[10] Paragraph (c)(2) also provides that a lawyer rendering services in this jurisdiction on a
temporary basis does not violate this Rule when the lawyer engages in conduct in anticipation of
a proceeding or hearing in a jurisdiction in which the lawyer is authorized to practice law or in
which the lawyer reasonably expects to be admitted pro hac vice. Examples of such conduct
include meetings with the client, interviews of potential witnesses, and the review of documents.
Similarly, a lawyer admitted only in another jurisdiction may engage in conduct temporarily in
this jurisdiction in connection with pending litigation in another jurisdiction in which the lawyer
is or reasonably expects to be authorized to appear, including taking depositions in this
jurisdiction.
[11] When a lawyer has been or reasonably expects to be admitted to appear before a court or
administrative agency, paragraph (c)(2) also permits conduct by lawyers who are associated with
that lawyer in the matter, but who do not expect to appear before the court or administrative
agency. For example, subordinate lawyers may conduct research, review documents, and attend
meetings with witnesses in support of the lawyer responsible for the litigation.
[12] Paragraph (c)(3) permits a lawyer admitted to practice law in another jurisdiction to perform
services on a temporary basis in this jurisdiction if those services are in or reasonably related to a
pending or potential arbitration, mediation, or other alternative dispute resolution proceeding in
this or another jurisdiction, if the services arise out of or are reasonably related to the lawyer’s
practice in a jurisdiction in which the lawyer is admitted to practice. The lawyer, however, must
obtain admission pro hac vice in the case of a court-annexed arbitration or mediation or
otherwise if court rules or law so require.
[13] Paragraph (c)(4) permits a lawyer admitted in another jurisdiction to provide certain legal
services on a temporary basis in this jurisdiction that arise out of or are reasonably related to the
lawyer’s practice in a jurisdiction in which the lawyer is admitted but are not within paragraphs
(c)(2) or (c)(3). These services include both legal services and services that nonlawyers may
perform but that are considered the practice of law when performed by lawyers.
[14] Paragraphs (c)(3) and (c)(4) require that the services arise out of or be reasonably related to
the lawyer’s practice in a jurisdiction in which the lawyer is admitted. A variety of factors
evidence such a relationship. The lawyer’s client may have been previously represented by the
lawyer, or may be resident in or have substantial contacts with the jurisdiction in which the
lawyer is admitted. The matter, although involving other jurisdictions, may have a significant
connection with that jurisdiction. In other cases, significant aspects of the lawyer’s work might
be conducted in that jurisdiction or a significant aspect of the matter may involve the law of that
jurisdiction. The necessary relationship might arise when the client’s activities or the legal issues
involve multiple jurisdictions, such as when the officers of a multinational corporation survey
potential business sites and seek the services of their lawyer in assessing the relative merits of
each. In addition, the services may draw on the lawyer’s recognized expertise developed through
the regular practice of law on behalf of clients in matters involving a particular body of federal,
nationally-uniform, foreign, or international law. Lawyers desiring to provide pro bono legal
services on a temporary basis in a jurisdiction that has been affected by a major disaster, but in
which they are not otherwise authorized to practice law, as well as lawyers from the affected
jurisdiction who seek to practice law temporarily in another jurisdiction, but in which they are
not otherwise authorized to practice law, should consult the [ Model Court Rule on Provision of
Legal Services Following Determination of Major Disaster].
[15] Paragraph (d) identifies two circumstances in which a lawyer who is admitted to practice in
another United States jurisdiction, and is not disbarred or suspended from practice in any
jurisdiction, may establish an office or other systematic and continuous presence in this
jurisdiction for the practice of law as well as provide legal services on a temporary basis. Except
as provided in paragraphs (d)(1) and (d)(2), a lawyer who is admitted to practice law in another
jurisdiction and who establishes an office or other systematic or continuous presence in this
jurisdiction must become admitted to practice law generally in this jurisdiction.
[16] Paragraph (d)(1) applies to a lawyer who is employed by a client to provide legal services to
the client or its organizational affiliates, i.e., entities that control, are controlled by, or are under
common control with the employer. This paragraph does not authorize the provision of personal
legal services to the employer’s officers or employees. The paragraph applies to in-house
corporate lawyers, government lawyers and others who are employed to render legal services to
the employer. The lawyer’s ability to represent the employer outside the jurisdiction in which the
lawyer is licensed generally serves the interests of the employer and does not create an
unreasonable risk to the client and others because the employer is well situated to assess the
lawyer’s qualifications and the quality of the lawyer’s work.
[17] If an employed lawyer establishes an office or other systematic presence in this jurisdiction
for the purpose of rendering legal services to the employer, the lawyer may be subject to
registration or other requirements, including assessments for client protection funds and
mandatory continuing legal education.
[18] Paragraph (d)(2) recognizes that a lawyer may provide legal services in a jurisdiction in
which the lawyer is not licensed when authorized to do so by federal or other law, which
includes statute, court rule, executive regulation or judicial precedent.
[19] A lawyer who practices law in this jurisdiction pursuant to paragraphs (c) or (d) or
otherwise is subject to the disciplinary authority of this jurisdiction. See Rule 8.5(a).
[20] In some circumstances, a lawyer who practices law in this jurisdiction pursuant to
paragraphs (c) or (d) may have to inform the client that the lawyer is not licensed to practice law
in this jurisdiction. For example, that may be required when the representation occurs primarily
in this jurisdiction and requires knowledge of the law of this jurisdiction. See Rule 1.4(b).
[21] Paragraphs (c) and (d) do not authorize communications advertising legal services to
prospective clients in this jurisdiction by lawyers who are admitted to practice in other
jurisdictions. Whether and how lawyers may communicate the availability of their services to
prospective clients in this jurisdiction is governed by Rules 7.1 to 7.5.

Rule 5.6 Restrictions On Right To Practice

A lawyer shall not participate in offering or making:
(a) a partnership, shareholders, operating, employment, or other similar type of agreement that
restricts the right of a lawyer to practice after termination of the relationship, except an
agreement concerning benefits upon retirement; or
(b) an agreement in which a restriction on the lawyer's right to practice is part of the settlement
of a client controversy.
Rule 5.6 Restrictions On Right To Practice - Comment
[1] An agreement restricting the right of lawyers to practice after leaving a firm not only limits
their professional autonomy but also limits the freedom of clients to choose a lawyer. Paragraph
(a) prohibits such agreements except for restrictions incident to provisions concerning retirement
benefits for service with the firm.
[2] Paragraph (b) prohibits a lawyer from agreeing not to represent other persons in connection
with settling a claim on behalf of a client.
[3] This Rule does not apply to prohibit restrictions that may be included in the terms of the sale
of a law practice pursuant to Rule 1.17.

Rule 5.7 Responsibilities Regarding Law-Related Services

(a) A lawyer shall be subject to the Rules of Professional Conduct with respect to the provision
of law-related services, as defined in paragraph (b), if the law-related services are provided:
(1) by the lawyer in circumstances that are not distinct from the lawyer's provision of legal
services to clients; or
(2) in other circumstances by an entity controlled by the lawyer individually or with others if the
lawyer fails to take reasonable measures to assure that a person obtaining the law-related services
knows that the services are not legal services and that the protections of the client-lawyer
relationship do not exist.
(b) The term "law-related services" denotes services that might reasonably be performed in
conjunction with and in substance are related to the provision of legal services, and that are not
prohibited as unauthorized practice of law when provided by a nonlawyer.
Rule 5.7 Responsibilities Regarding Law-Related Services - Comment
[1] When a lawyer performs law-related services or controls an organization that does so, there
exists the potential for ethical problems. Principal among these is the possibility that the person
for whom the law-related services are performed fails to understand that the services may not
carry with them the protections normally afforded as part of the client-lawyer relationship. The
recipient of the law-related services may expect, for example, that the protection of client
confidences, prohibitions against representation of persons with conflicting interests, and
obligations of a lawyer to maintain professional independence apply to the provision of law-
related services when that may not be the case.
[2] Rule 5.7 applies to the provision of law-related services by a lawyer even when the lawyer
does not provide any legal services to the person for whom the law-related services are
performed and whether the law-related services are performed through a law firm or a separate
entity. The Rule identifies the circumstances in which all of the Rules of Professional Conduct
apply to the provision of law-related services. Even when those circumstances do not exist,
however, the conduct of a lawyer involved in the provision of law-related services is subject to
those Rules that apply generally to lawyer conduct, regardless of whether the conduct involves
the provision of legal services. See, e.g., Rule 8.4.
[3] When law-related services are provided by a lawyer under circumstances that are not distinct
from the lawyer's provision of legal services to clients, the lawyer in providing the law-related
services must adhere to the requirements of the Rules of Professional Conduct as provided in
paragraph (a)(1). Even when the law-related and legal services are provided in circumstances
that are distinct from each other, for example through separate entities or different support staff
within the law firm, the Rules of Professional Conduct apply to the lawyer as provided in
paragraph (a)(2) unless the lawyer takes reasonable measures to assure that the recipient of the
law-related services knows that the services are not legal services and that the protections of the
client-lawyer relationship do not apply.
[4] Law-related services also may be provided through an entity that is distinct from that through
which the lawyer provides legal services. If the lawyer individually or with others has control of
such an entity's operations, the Rule requires the lawyer to take reasonable measures to assure
that each person using the services of the entity knows that the services provided by the entity
are not legal services and that the Rules of Professional Conduct that relate to the client-lawyer
relationship do not apply. A lawyer's control of an entity extends to the ability to direct its
operation. Whether a lawyer has such control will depend upon the circumstances of the
particular case.
[5] When a client-lawyer relationship exists with a person who is referred by a lawyer to a
separate law-related service entity controlled by the lawyer, individually or with others, the
lawyer must comply with Rule 1.8(a).
[6] In taking the reasonable measures referred to in paragraph (a)(2) to assure that a person using
law-related services understands the practical effect or significance of the inapplicability of the
Rules of Professional Conduct, the lawyer should communicate to the person receiving the law-
related services, in a manner sufficient to assure that the person understands the significance of
the fact, that the relationship of the person to the business entity will not be a client-lawyer
relationship. The communication should be made before entering into an agreement for provision
of or providing law-related services, and preferably should be in writing.
[7] The burden is upon the lawyer to show that the lawyer has taken reasonable measures under
the circumstances to communicate the desired understanding. For instance, a sophisticated user
of law-related services, such as a publicly held corporation, may require a lesser explanation than
someone unaccustomed to making distinctions between legal services and law-related services,
such as an individual seeking tax advice from a lawyer-accountant or investigative services in
connection with a lawsuit.
[8] Regardless of the sophistication of potential recipients of law-related services, a lawyer
should take special care to keep separate the provision of law-related and legal services in order
to minimize the risk that the recipient will assume that the law-related services are legal services.
The risk of such confusion is especially acute when the lawyer renders both types of services
with respect to the same matter. Under some circumstances the legal and law-related services
may be so closely entwined that they cannot be distinguished from each other, and the
requirement of disclosure and consultation imposed by paragraph (a)(2) of the Rule cannot be
met. In such a case a lawyer will be responsible for assuring that both the lawyer's conduct and,
to the extent required by Rule 5.3, that of nonlawyer employees in the distinct entity that the
lawyer controls complies in all respects with the Rules of Professional Conduct.
[9] A broad range of economic and other interests of clients may be served by lawyers' engaging
in the delivery of law-related services. Examples of law-related services include providing title
insurance, financial planning, accounting, trust services, real estate counseling, legislative
lobbying, economic analysis, social work, psychological counseling, tax preparation, and patent,
medical or environmental consulting.
[10] When a lawyer is obliged to accord the recipients of such services the protections of those
Rules that apply to the client-lawyer relationship, the lawyer must take special care to heed the
proscriptions of the Rules addressing conflict of interest (Rules 1.7 through 1.11, especially
Rules 1.7(a)(2) and 1.8(a), (b) and (f)), and to scrupulously adhere to the requirements of Rule
1.6 relating to disclosure of confidential information. The promotion of the law-related services
must also in all respects comply with Rules 7.1 through 7.3, dealing with advertising and
solicitation. In that regard, lawyers should take special care to identify the obligations that may
be imposed as a result of a jurisdiction's decisional law.
[11] When the full protections of all of the Rules of Professional Conduct do not apply to the
provision of law-related services, principles of law external to the Rules, for example, the law of
principal and agent, govern the legal duties owed to those receiving the services. Those other
legal principles may establish a different degree of protection for the recipient with respect to
confidentiality of information, conflicts of interest and permissible business relationships with
clients. See also Rule 8.4 (Misconduct).

Public Service
Rule 6.1 Voluntary Pro Bono Publico Service
Every lawyer has a professional responsibility to provide legal services to those unable to pay. A
lawyer should aspire to render at least (50) hours of pro bono publico legal services per year. In
fulfilling this responsibility, the lawyer should:
(a) provide a substantial majority of the (50) hours of legal services without fee or expectation of
fee to:
(1) persons of limited means or
(2) charitable, religious, civic, community, governmental and educational organizations in
matters that are designed primarily to address the needs of persons of limited means; and
(b) provide any additional services through:
(1) delivery of legal services at no fee or substantially reduced fee to individuals, groups or
organizations seeking to secure or protect civil rights, civil liberties or public rights, or
charitable, religious, civic, community, governmental and educational organizations in matters in
furtherance of their organizational purposes, where the payment of standard legal fees would
significantly deplete the organization's economic resources or would be otherwise inappropriate;
(2) delivery of legal services at a substantially reduced fee to persons of limited means; or
(3) participation in activities for improving the law, the legal system or the legal profession.
In addition, a lawyer should voluntarily contribute financial support to organizations that provide
legal services to persons of limited means.
Rule 6.1 Voluntary Pro Bono Publico Service - Comment
[1] Every lawyer, regardless of professional prominence or professional work load, has a
responsibility to provide legal services to those unable to pay, and personal involvement in the
problems of the disadvantaged can be one of the most rewarding experiences in the life of a
lawyer. The American Bar Association urges all lawyers to provide a minimum of 50 hours of
pro bono services annually. States, however, may decide to choose a higher or lower number of
hours of annual service (which may be expressed as a percentage of a lawyer's professional time)
depending upon local needs and local conditions. It is recognized that in some years a lawyer
may render greater or fewer hours than the annual standard specified, but during the course of his
or her legal career, each lawyer should render on average per year, the number of hours set forth
in this Rule. Services can be performed in civil matters or in criminal or quasi-criminal matters
for which there is no government obligation to provide funds for legal representation, such as
post-conviction death penalty appeal cases.
[2] Paragraphs (a)(1) and (2) recognize the critical need for legal services that exists among
persons of limited means by providing that a substantial majority of the legal services rendered
annually to the disadvantaged be furnished without fee or expectation of fee. Legal services
under these paragraphs consist of a full range of activities, including individual and class
representation, the provision of legal advice, legislative lobbying, administrative rule making and
the provision of free training or mentoring to those who represent persons of limited means. The
variety of these activities should facilitate participation by government lawyers, even when
restrictions exist on their engaging in the outside practice of law.
[3] Persons eligible for legal services under paragraphs (a)(1) and (2) are those who qualify for
participation in programs funded by the Legal Services Corporation and those whose incomes
and financial resources are slightly above the guidelines utilized by such programs but
nevertheless, cannot afford counsel. Legal services can be rendered to individuals or to
organizations such as homeless shelters, battered women's centers and food pantries that serve
those of limited means. The term "governmental organizations" includes, but is not limited to,
public protection programs and sections of governmental or public sector agencies.
[4] Because service must be provided without fee or expectation of fee, the intent of the lawyer
to render free legal services is essential for the work performed to fall within the meaning of
paragraphs (a)(1) and (2). Accordingly, services rendered cannot be considered pro bono if an
anticipated fee is uncollected, but the award of statutory attorneys' fees in a case originally
accepted as pro bono would not disqualify such services from inclusion under this section.
Lawyers who do receive fees in such cases are encouraged to contribute an appropriate portion
of such fees to organizations or projects that benefit persons of limited means.
[5] While it is possible for a lawyer to fulfill the annual responsibility to perform pro bono
services exclusively through activities described in paragraphs (a)(1) and (2), to the extent that
any hours of service remained unfulfilled, the remaining commitment can be met in a variety of
ways as set forth in paragraph (b). Constitutional, statutory or regulatory restrictions may
prohibit or impede government and public sector lawyers and judges from performing the pro
bono services outlined in paragraphs (a)(1) and (2). Accordingly, where those restrictions apply,
government and public sector lawyers and judges may fulfill their pro bono responsibility by
performing services outlined in paragraph (b).
[6] Paragraph (b)(1) includes the provision of certain types of legal services to those whose
incomes and financial resources place them above limited means. It also permits the pro bono
lawyer to accept a substantially reduced fee for services. Examples of the types of issues that
may be addressed under this paragraph include First Amendment claims, Title VII claims and
environmental protection claims. Additionally, a wide range of organizations may be
represented, including social service, medical research, cultural and religious groups.
[7] Paragraph (b)(2) covers instances in which lawyers agree to and receive a modest fee for
furnishing legal services to persons of limited means. Participation in judicare programs and
acceptance of court appointments in which the fee is substantially below a lawyer's usual rate are
encouraged under this section.
[8] Paragraph (b)(3) recognizes the value of lawyers engaging in activities that improve the law,
the legal system or the legal profession. Serving on bar association committees, serving on
boards of pro bono or legal services programs, taking part in Law Day activities, acting as a
continuing legal education instructor, a mediator or an arbitrator and engaging in legislative
lobbying to improve the law, the legal system or the profession are a few examples of the many
activities that fall within this paragraph.
[9] Because the provision of pro bono services is a professional responsibility, it is the individual
ethical commitment of each lawyer. Nevertheless, there may be times when it is not feasible for a
lawyer to engage in pro bono services. At such times a lawyer may discharge the pro bono
responsibility by providing financial support to organizations providing free legal services to
persons of limited means. Such financial support should be reasonably equivalent to the value of
the hours of service that would have otherwise been provided. In addition, at times it may be
more feasible to satisfy the pro bono responsibility collectively, as by a firm's aggregate pro
bono activities.
[10] Because the efforts of individual lawyers are not enough to meet the need for free legal
services that exists among persons of limited means, the government and the profession have
instituted additional programs to provide those services. Every lawyer should financially support
such programs, in addition to either providing direct pro bono services or making financial
contributions when pro bono service is not feasible.
[11] Law firms should act reasonably to enable and encourage all lawyers in the firm to provide
the pro bono legal services called for by this Rule.
[12] The responsibility set forth in this Rule is not intended to be enforced through disciplinary
process.

Rule 6.2 Accepting Appointments

A lawyer shall not seek to avoid appointment by a tribunal to represent a person except for good
cause, such as:
(a) representing the client is likely to result in violation of the Rules of Professional Conduct or
other law;
(b) representing the client is likely to result in an unreasonable financial burden on the lawyer; or
(c) the client or the cause is so repugnant to the lawyer as to be likely to impair the client-lawyer
relationship or the lawyer's ability to represent the client.
Rule 6.2 Accepting Appointments - Comment
[1] A lawyer ordinarily is not obliged to accept a client whose character or cause the lawyer
regards as repugnant. The lawyer's freedom to select clients is, however, qualified. All lawyers
have a responsibility to assist in providing pro bono publico service. See Rule 6.1. An individual
lawyer fulfills this responsibility by accepting a fair share of unpopular matters or indigent or
unpopular clients. A lawyer may also be subject to appointment by a court to serve unpopular
clients or persons unable to afford legal services.
Appointed Counsel
[2] For good cause a lawyer may seek to decline an appointment to represent a person who
cannot afford to retain counsel or whose cause is unpopular. Good cause exists if the lawyer
could not handle the matter competently, see Rule 1.1, or if undertaking the representation would
result in an improper conflict of interest, for example, when the client or the cause is so
repugnant to the lawyer as to be likely to impair the client-lawyer relationship or the lawyer's
ability to represent the client. A lawyer may also seek to decline an appointment if acceptance
would be unreasonably burdensome, for example, when it would impose a financial sacrifice so
great as to be unjust.
[3] An appointed lawyer has the same obligations to the client as retained counsel, including the
obligations of loyalty and confidentiality, and is subject to the same limitations on the client-
lawyer relationship, such as the obligation to refrain from assisting the client in violation of the
Rules.

Rule 6.3 Membership In Legal Services Organization

A lawyer may serve as a director, officer or member of a legal services organization, apart from
the law firm in which the lawyer practices, notwithstanding that the organization serves persons
having interests adverse to a client of the lawyer. The lawyer shall not knowingly participate in a
decision or action of the organization:
(a) if participating in the decision or action would be incompatible with the lawyer's obligations
to a client under Rule 1.7; or
(b) where the decision or action could have a material adverse effect on the representation of a
client of the organization whose interests are adverse to a client of the lawyer.
Rule 6.3 Membership In Legal Services Organization - Comment
[1] Lawyers should be encouraged to support and participate in legal service organizations. A
lawyer who is an officer or a member of such an organization does not thereby have a client-
lawyer relationship with persons served by the organization. However, there is potential conflict
between the interests of such persons and the interests of the lawyer's clients. If the possibility of
such conflict disqualified a lawyer from serving on the board of a legal services organization, the
profession's involvement in such organizations would be severely curtailed.
[2] It may be necessary in appropriate cases to reassure a client of the organization that the
representation will not be affected by conflicting loyalties of a member of the board. Established,
written policies in this respect can enhance the credibility of such assurances.

Rule 6.4 Law Reform Activities Affecting Client Interests

A lawyer may serve as a director, officer or member of an organization involved in reform of the
law or its administration notwithstanding that the reform may affect the interests of a client of the
lawyer. When the lawyer knows that the interests of a client may be materially benefitted by a
decision in which the lawyer participates, the lawyer shall disclose that fact but need not identify
the client.
Rule 6.4 Law Reform Activities Affecting Client Interests - Comment
[1] Lawyers involved in organizations seeking law reform generally do not have a client-lawyer
relationship with the organization. Otherwise, it might follow that a lawyer could not be involved
in a bar association law reform program that might indirectly affect a client. See also Rule 1.2(b).
For example, a lawyer specializing in antitrust litigation might be regarded as disqualified from
participating in drafting revisions of rules governing that subject. In determining the nature and
scope of participation in such activities, a lawyer should be mindful of obligations to clients
under other Rules, particularly Rule 1.7. A lawyer is professionally obligated to protect the
integrity of the program by making an appropriate disclosure within the organization when the
lawyer knows a private client might be materially benefitted.

Rule 6.5 Nonprofit And Court-Annexed Limited Legal

Services Programs
(a) A lawyer who, under the auspices of a program sponsored by a nonprofit organization or
court, provides short-term limited legal services to a client without expectation by either the
lawyer or the client that the lawyer will provide continuing representation in the matter:
(1) is subject to Rules 1.7 and 1.9(a) only if the lawyer knows that the representation of the client
involves a conflict of interest; and
(2) is subject to Rule 1.10 only if the lawyer knows that another lawyer associated with the
lawyer in a law firm is disqualified by Rule 1.7 or 1.9(a) with respect to the matter.
(b) Except as provided in paragraph (a)(2), Rule 1.10 is inapplicable to a representation governed
by this Rule.
Rule 6.5 Nonprofit And Court-Annexed Limited Legal Services Programs - Comment
[1] Legal services organizations, courts and various nonprofit organizations have established
programs through which lawyers provide short-term limited legal services — such as advice or
the completion of legal forms - that will assist persons to address their legal problems without
further representation by a lawyer. In these programs, such as legal-advice hotlines, advice-only
clinics or pro se counseling programs, a client-lawyer relationship is established, but there is no
expectation that the lawyer's representation of the client will continue beyond the limited
consultation. Such programs are normally operated under circumstances in which it is not
feasible for a lawyer to systematically screen for conflicts of interest as is generally required
before undertaking a representation. See, e.g., Rules 1.7, 1.9 and 1.10.
[2] A lawyer who provides short-term limited legal services pursuant to this Rule must secure the
client's informed consent to the limited scope of the representation. See Rule 1.2(c). If a short-
term limited representation would not be reasonable under the circumstances, the lawyer may
offer advice to the client but must also advise the client of the need for further assistance of
counsel. Except as provided in this Rule, the Rules of Professional Conduct, including Rules 1.6
and 1.9(c), are applicable to the limited representation.
[3] Because a lawyer who is representing a client in the circumstances addressed by this Rule
ordinarily is not able to check systematically for conflicts of interest, paragraph (a) requires
compliance with Rules 1.7 or 1.9(a) only if the lawyer knows that the representation presents a
conflict of interest for the lawyer, and with Rule 1.10 only if the lawyer knows that another
lawyer in the lawyer's firm is disqualified by Rules 1.7 or 1.9(a) in the matter.
[4] Because the limited nature of the services significantly reduces the risk of conflicts of interest
with other matters being handled by the lawyer's firm, paragraph (b) provides that Rule 1.10 is
inapplicable to a representation governed by this Rule except as provided by paragraph (a)(2).
Paragraph (a)(2) requires the participating lawyer to comply with Rule 1.10 when the lawyer
knows that the lawyer's firm is disqualified by Rules 1.7 or 1.9(a). By virtue of paragraph (b),
however, a lawyer's participation in a short-term limited legal services program will not preclude
the lawyer's firm from undertaking or continuing the representation of a client with interests
adverse to a client being represented under the program's auspices. Nor will the personal
disqualification of a lawyer participating in the program be imputed to other lawyers
participating in the program.
[5] If, after commencing a short-term limited representation in accordance with this Rule, a
lawyer undertakes to represent the client in the matter on an ongoing basis, Rules 1.7, 1.9(a) and
1.10 become applicable.

Information About Legal Services

Rule 7.1 Communications Concerning A Lawyer's Services
A lawyer shall not make a false or misleading communication about the lawyer or the lawyer's
services. A communication is false or misleading if it contains a material misrepresentation of
fact or law, or omits a fact necessary to make the statement considered as a whole not materially
misleading.
Rule 7.1 Communications Concerning A Lawyer's Services - Comment
[1] This Rule governs all communications about a lawyer's services, including advertising
permitted by Rule 7.2. Whatever means are used to make known a lawyer's services, statements
about them must be truthful.
[2] Truthful statements that are misleading are also prohibited by this Rule. A truthful statement
is misleading if it omits a fact necessary to make the lawyer's communication considered as a
whole not materially misleading. A truthful statement is also misleading if there is a substantial
likelihood that it will lead a reasonable person to formulate a specific conclusion about the
lawyer or the lawyer's services for which there is no reasonable factual foundation.
[3] An advertisement that truthfully reports a lawyer's achievements on behalf of clients or
former clients may be misleading if presented so as to lead a reasonable person to form an
unjustified expectation that the same results could be obtained for other clients in similar matters
without reference to the specific factual and legal circumstances of each client's case. Similarly,
an unsubstantiated comparison of the lawyer's services or fees with the services or fees of other
lawyers may be misleading if presented with such specificity as would lead a reasonable person
to conclude that the comparison can be substantiated. The inclusion of an appropriate disclaimer
or qualifying language may preclude a finding that a statement is likely to create unjustified
expectations or otherwise mislead a prospective client.
[4] See also Rule 8.4(e) for the prohibition against stating or implying an ability to influence
improperly a government agency or official or to achieve results by means that violate the Rules
of Professional Conduct or other law.

Rule 7.2 Advertising

(a) Subject to the requirements of Rules 7.1 and 7.3, a lawyer may advertise services through
written, recorded or electronic communication, including public media.
(b) A lawyer shall not give anything of value to a person for recommending the lawyer's services
except that a lawyer may
(1) pay the reasonable costs of advertisements or communications permitted by this Rule;
(2) pay the usual charges of a legal service plan or a not-for-profit or qualified lawyer referral
service. A qualified lawyer referral service is a lawyer referral service that has been approved by
an appropriate regulatory authority;
(3) pay for a law practice in accordance with Rule 1.17; and
(4) refer clients to another lawyer or a nonlawyer professional pursuant to an agreement not
otherwise prohibited under these Rules that provides for the other person to refer clients or
customers to the lawyer, if
(i) the reciprocal referral agreement is not exclusive, and
(ii) the client is informed of the existence and nature of the agreement.
(c) Any communication made pursuant to this rule shall include the name and office address of at
least one lawyer or law firm responsible for its content.
Rule 7.2 Advertising - Comment
[1] To assist the public in obtaining legal services, lawyers should be allowed to make known
their services not only through reputation but also through organized information campaigns in
the form of advertising. Advertising involves an active quest for clients, contrary to the tradition
that a lawyer should not seek clientele. However, the public's need to know about legal services
can be fulfilled in part through advertising. This need is particularly acute in the case of persons
of moderate means who have not made extensive use of legal services. The interest in expanding
public information about legal services ought to prevail over considerations of tradition.
Nevertheless, advertising by lawyers entails the risk of practices that are misleading or
overreaching.
[2] This Rule permits public dissemination of information concerning a lawyer's name or firm
name, address and telephone number; the kinds of services the lawyer will undertake; the basis
on which the lawyer's fees are determined, including prices for specific services and payment
and credit arrangements; a lawyer's foreign language ability; names of references and, with their
consent, names of clients regularly represented; and other information that might invite the
attention of those seeking legal assistance.
[3] Questions of effectiveness and taste in advertising are matters of speculation and subjective
judgment. Some jurisdictions have had extensive prohibitions against television advertising,
against advertising going beyond specified facts about a lawyer, or against "undignified"
advertising. Television is now one of the most powerful media for getting information to the
public, particularly persons of low and moderate income; prohibiting television advertising,
therefore, would impede the flow of information about legal services to many sectors of the
public. Limiting the information that may be advertised has a similar effect and assumes that the
bar can accurately forecast the kind of information that the public would regard as relevant.
Similarly, electronic media, such as the Internet, can be an important source of information about
legal services, and lawful communication by electronic mail is permitted by this Rule. But see
Rule 7.3(a) for the prohibition against the solicitation of a prospective client through a real-time
electronic exchange that is not initiated by the prospective client.
[4] Neither this Rule nor Rule 7.3 prohibits communications authorized by law, such as notice to
members of a class in class action litigation.
Paying Others to Recommend a Lawyer
[5] Lawyers are not permitted to pay others for channeling professional work. Paragraph (b)(1),
however, allows a lawyer to pay for advertising and communications permitted by this Rule,
including the costs of print directory listings, on-line directory listings, newspaper ads, television
and radio airtime, domain-name registrations, sponsorship fees, banner ads, and group
advertising. A lawyer may compensate employees, agents and vendors who are engaged to
provide marketing or client-development services, such as publicists, public-relations personnel,
business-development staff and website designers. See Rule 5.3 for the duties of lawyers and law
firms with respect to the conduct of nonlawyers who prepare marketing materials for them.
[6] A lawyer may pay the usual charges of a legal service plan or a not-for-profit or qualified
lawyer referral service. A legal service plan is a prepaid or group legal service plan or a similar
delivery system that assists prospective clients to secure legal representation. A lawyer referral
service, on the other hand, is any organization that holds itself out to the public as a lawyer
referral service. Such referral services are understood by laypersons to be consumer-oriented
organizations that provide unbiased referrals to lawyers with appropriate experience in the
subject matter of the representation and afford other client protections, such as complaint
procedures or malpractice insurance requirements. Consequently, this Rule only permits a lawyer
to pay the usual charges of a not-for-profit or qualified lawyer referral service. A qualified
lawyer referral service is one that is approved by an appropriate regulatory authority as affording
adequate protections for prospective clients. See, e.g., the American Bar Association's Model
Supreme Court Rules Governing Lawyer Referral Services and Model Lawyer Referral and
Information Service Quality Assurance Act (requiring that organizations that are identified as
lawyer referral services (i) permit the participation of all lawyers who are licensed and eligible to
practice in the jurisdiction and who meet reasonable objective eligibility requirements as may be
established by the referral service for the protection of prospective clients; (ii) require each
participating lawyer to carry reasonably adequate malpractice insurance; (iii) act reasonably to
assess client satisfaction and address client complaints; and (iv) do not refer prospective clients
to lawyers who own, operate or are employed by the referral service.)
[7] A lawyer who accepts assignments or referrals from a legal service plan or referrals from a
lawyer referral service must act reasonably to assure that the activities of the plan or service are
compatible with the lawyer's professional obligations. See Rule 5.3. Legal service plans and
lawyer referral services may communicate with prospective clients, but such communication
must be in conformity with these Rules. Thus, advertising must not be false or misleading, as
would be the case if the communications of a group advertising program or a group legal
services plan would mislead prospective clients to think that it was a lawyer referral service
sponsored by a state agency or bar association. Nor could the lawyer allow in-person, telephonic,
or real-time contacts that would violate Rule 7.3.
[8] A lawyer also may agree to refer clients to another lawyer or a nonlawyer professional, in
return for the undertaking of that person to refer clients or customers to the lawyer. Such
reciprocal referral arrangements must not interfere with the lawyer’s professional judgment as to
making referrals or as to providing substantive legal services. See Rules 2.1 and 5.4(c). Except as
provided in Rule 1.5(e), a lawyer who receives referrals from a lawyer or nonlawyer professional
must not pay anything solely for the referral, but the lawyer does not violate paragraph (b) of this
Rule by agreeing to refer clients to the other lawyer or nonlawyer professional, so long as the
reciprocal referral agreement is not exclusive and the client is informed of the referral agreement.
Conflicts of interest created by such arrangements are governed by Rule 1.7. Reciprocal referral
agreements should not be of indefinite duration and should be reviewed periodically to determine
whether they comply with these Rules. This Rule does not restrict referrals or divisions of
revenues or net income among lawyers within firms comprised of multiple entities.

Rule 7.3 Direct Contact With Prospective Clients

(a) A lawyer shall not by in-person, live telephone or real-time electronic contact solicit
professional employment from a prospective client when a significant motive for the lawyer's
doing so is the lawyer's pecuniary gain, unless the person contacted:
(1) is a lawyer; or
(2) has a family, close personal, or prior professional relationship with the lawyer.
(b) A lawyer shall not solicit professional employment from a prospective client by written,
recorded or electronic communication or by in-person, telephone or real-time electronic contact
even when not otherwise prohibited by paragraph (a), if:
(1) the prospective client has made known to the lawyer a desire not to be solicited by the
lawyer; or
(2) the solicitation involves coercion, duress or harassment.
(c) Every written, recorded or electronic communication from a lawyer soliciting professional
employment from a prospective client known to be in need of legal services in a particular matter
shall include the words "Advertising Material" on the outside envelope, if any, and at the
beginning and ending of any recorded or electronic communication, unless the recipient of the
communication is a person specified in paragraphs (a)(1) or (a)(2).
(d) Notwithstanding the prohibitions in paragraph (a), a lawyer may participate with a prepaid or
group legal service plan operated by an organization not owned or directed by the lawyer that
uses in-person or telephone contact to solicit memberships or subscriptions for the plan from
persons who are not known to need legal services in a particular matter covered by the plan.
Rule 7.3 Direct Contact With Prospective Clients - Comment
[1] There is a potential for abuse inherent in direct in-person, live telephone or real-time
electronic contact by a lawyer with a prospective client known to need legal services. These
forms of contact between a lawyer and a prospective client subject the layperson to the private
importuning of the trained advocate in a direct interpersonal encounter. The prospective client,
who may already feel overwhelmed by the circumstances giving rise to the need for legal
services, may find it difficult fully to evaluate all available alternatives with reasoned judgment
and appropriate self-interest in the face of the lawyer's presence and insistence upon being
retained immediately. The situation is fraught with the possibility of undue influence,
intimidation, and over-reaching.
[2] This potential for abuse inherent in direct in-person, live telephone or real-time electronic
solicitation of prospective clients justifies its prohibition, particularly since lawyer advertising
and written and recorded communication permitted under Rule 7.2 offer alternative means of
conveying necessary information to those who may be in need of legal services. Advertising and
written and recorded communications which may be mailed or autodialed make it possible for a
prospective client to be informed about the need for legal services, and about the qualifications
of available lawyers and law firms, without subjecting the prospective client to direct in-person,
telephone or real-time electronic persuasion that may overwhelm the client's judgment.
[3] The use of general advertising and written, recorded or electronic communications to transmit
information from lawyer to prospective client, rather than direct in-person, live telephone or real-
time electronic contact, will help to assure that the information flows cleanly as well as freely.
The contents of advertisements and communications permitted under Rule 7.2 can be
permanently recorded so that they cannot be disputed and may be shared with others who know
the lawyer. This potential for informal review is itself likely to help guard against statements and
claims that might constitute false and misleading communications, in violation of Rule 7.1. The
contents of direct in-person, live telephone or real-time electronic conversations between a
lawyer and a prospective client can be disputed and may not be subject to third-party scrutiny.
Consequently, they are much more likely to approach (and occasionally cross) the dividing line
between accurate representations and those that are false and misleading.
[4] There is far less likelihood that a lawyer would engage in abusive practices against an
individual who is a former client, or with whom the lawyer has close personal or family
relationship, or in situations in which the lawyer is motivated by considerations other than the
lawyer's pecuniary gain. Nor is there a serious potential for abuse when the person contacted is a
lawyer. Consequently, the general prohibition in Rule 7.3(a) and the requirements of Rule 7.3(c)
are not applicable in those situations. Also, paragraph (a) is not intended to prohibit a lawyer
from participating in constitutionally protected activities of public or charitable legal- service
organizations or bona fide political, social, civic, fraternal, employee or trade organizations
whose purposes include providing or recommending legal services to its members or
beneficiaries.
[5] But even permitted forms of solicitation can be abused. Thus, any solicitation which contains
information which is false or misleading within the meaning of Rule 7.1, which involves
coercion, duress or harassment within the meaning of Rule 7.3(b)(2), or which involves contact
with a prospective client who has made known to the lawyer a desire not to be solicited by the
lawyer within the meaning of Rule 7.3(b)(1) is prohibited. Moreover, if after sending a letter or
other communication to a client as permitted by Rule 7.2 the lawyer receives no response, any
further effort to communicate with the prospective client may violate the provisions of Rule
7.3(b).
[6] This Rule is not intended to prohibit a lawyer from contacting representatives of
organizations or groups that may be interested in establishing a group or prepaid legal plan for
their members, insureds, beneficiaries or other third parties for the purpose of informing such
entities of the availability of and details concerning the plan or arrangement which the lawyer or
lawyer's firm is willing to offer. This form of communication is not directed to a prospective
client. Rather, it is usually addressed to an individual acting in a fiduciary capacity seeking a
supplier of legal services for others who may, if they choose, become prospective clients of the
lawyer. Under these circumstances, the activity which the lawyer undertakes in communicating
with such representatives and the type of information transmitted to the individual are
functionally similar to and serve the same purpose as advertising permitted under Rule 7.2.
[7] The requirement in Rule 7.3(c) that certain communications be marked "Advertising
Material" does not apply to communications sent in response to requests of potential clients or
their spokespersons or sponsors. General announcements by lawyers, including changes in
personnel or office location, do not constitute communications soliciting professional
employment from a client known to be in need of legal services within the meaning of this Rule.
[8] Paragraph (d) of this Rule permits a lawyer to participate with an organization which uses
personal contact to solicit members for its group or prepaid legal service plan, provided that the
personal contact is not undertaken by any lawyer who would be a provider of legal services
through the plan. The organization must not be owned by or directed (whether as manager or
otherwise) by any lawyer or law firm that participates in the plan. For example, paragraph (d)
would not permit a lawyer to create an organization controlled directly or indirectly by the
lawyer and use the organization for the in-person or telephone solicitation of legal employment
of the lawyer through memberships in the plan or otherwise. The communication permitted by
these organizations also must not be directed to a person known to need legal services in a
particular matter, but is to be designed to inform potential plan members generally of another
means of affordable legal services. Lawyers who participate in a legal service plan must
reasonably assure that the plan sponsors are in compliance with Rules 7.1, 7.2 and 7.3(b). See
8.4(a).

Rule 7.4 Communication of Fields of Practice and

Specialization
(a) A lawyer may communicate the fact that the lawyer does or does not practice in particular
fields of law.
(b) A lawyer admitted to engage in patent practice before the United States Patent and
Trademark Office may use the designation "Patent Attorney" or a substantially similar
designation.
(c) A lawyer engaged in Admiralty practice may use the designation "Admiralty," "Proctor in
Admiralty" or a substantially similar designation.
(d) A lawyer shall not state or imply that a lawyer is certified as a specialist in a particular field
of law, unless:
(1) the lawyer has been certified as a specialist by an organization that has been approved by an
appropriate state authority or that has been accredited by the American Bar Association; and
(2) the name of the certifying organization is clearly identified in the communication.
Rule 7.4 Communication Of Fields Of Practice - Comment
[1] Paragraph (a) of this Rule permits a lawyer to indicate areas of practice in communications
about the lawyer's services. If a lawyer practices only in certain fields, or will not accept matters
except in a specified field or fields, the lawyer is permitted to so indicate. A lawyer is generally
permitted to state that the lawyer is a "specialist," practices a "specialty," or "specializes in"
particular fields, but such communications are subject to the "false and misleading" standard
applied in Rule 7.1 to communications concerning a lawyer's services.
[2] Paragraph (b) recognizes the long-established policy of the Patent and Trademark Office for
the designation of lawyers practicing before the Office. Paragraph (c) recognizes that designation
of Admiralty practice has a long historical tradition associated with maritime commerce and the
federal courts.
[3] Paragraph (d) permits a lawyer to state that the lawyer is certified as a specialist in a field of
law if such certification is granted by an organization approved by an appropriate state authority
or accredited by the American Bar Association or another organization, such as a state bar
association, that has been approved by the state authority to accredit organizations that certify
lawyers as specialists. Certification signifies that an objective entity has recognized an advanced
degree of knowledge and experience in the specialty area greater than is suggested by general
licensure to practice law. Certifying organizations may be expected to apply standards of
experience, knowledge and proficiency to insure that a lawyer's recognition as a specialist is
meaningful and reliable. In order to insure that consumers can obtain access to useful
information about an organization granting certification, the name of the certifying organization
must be included in any communication regarding the certification.

Rule 7.5 Firm Names And Letterheads

(a) A lawyer shall not use a firm name, letterhead or other professional designation that violates
Rule 7.1. A trade name may be used by a lawyer in private practice if it does not imply a
connection with a government agency or with a public or charitable legal services organization
and is not otherwise in violation of Rule 7.1.
(b) A law firm with offices in more than one jurisdiction may use the same name or other
professional designation in each jurisdiction, but identification of the lawyers in an office of the
firm shall indicate the jurisdictional limitations on those not licensed to practice in the
jurisdiction where the office is located.
(c) The name of a lawyer holding a public office shall not be used in the name of a law firm, or
in communications on its behalf, during any substantial period in which the lawyer is not actively
and regularly practicing with the firm.
(d) Lawyers may state or imply that they practice in a partnership or other organization only
when that is the fact.
Rule 7.5 Firm Names And Letterheads - Comment
[1] A firm may be designated by the names of all or some of its members, by the names of
deceased members where there has been a continuing succession in the firm's identity or by a
trade name such as the "ABC Legal Clinic." A lawyer or law firm may also be designated by a
distinctive website address or comparable professional designation. Although the United States
Supreme Court has held that legislation may prohibit the use of trade names in professional
practice, use of such names in law practice is acceptable so long as it is not misleading. If a
private firm uses a trade name that includes a geographical name such as "Springfield Legal
Clinic," an express disclaimer that it is a public legal aid agency may be required to avoid a
misleading implication. It may be observed that any firm name including the name of a deceased
partner is, strictly speaking, a trade name. The use of such names to designate law firms has
proven a useful means of identification. However, it is misleading to use the name of a lawyer
not associated with the firm or a predecessor of the firm, or the name of a nonlawyer.
[2] With regard to paragraph (d), lawyers sharing office facilities, but who are not in fact
associated with each other in a law firm, may not denominate themselves as, for example, "Smith
and Jones," for that title suggests that they are practicing law together in a firm.

Rule 7.6 Political Contributions To Obtain Legal

Engagements Or Appointments By Judges
A lawyer or law firm shall not accept a government legal engagement or an appointment by a
judge if the lawyer or law firm makes a political contribution or solicits political contributions
for the purpose of obtaining or being considered for that type of legal engagement or
appointment.
Rule 7.6 Political Contributions To Obtain Legal Engagements Or Appointments By Judges - Comment
[1] Lawyers have a right to participate fully in the political process, which includes making and
soliciting political contributions to candidates for judicial and other public office. Nevertheless,
when lawyers make or solicit political contributions in order to obtain an engagement for legal
work awarded by a government agency, or to obtain appointment by a judge, the public may
legitimately question whether the lawyers engaged to perform the work are selected on the basis
of competence and merit. In such a circumstance, the integrity of the profession is undermined.
[2] The term "political contribution" denotes any gift, subscription, loan, advance or deposit of
anything of value made directly or indirectly to a candidate, incumbent, political party or
campaign committee to influence or provide financial support for election to or retention in
judicial or other government office. Political contributions in initiative and referendum elections
are not included. For purposes of this Rule, the term "political contribution" does not include
uncompensated services.
[3] Subject to the exceptions below, (i) the term "government legal engagement" denotes any
engagement to provide legal services that a public official has the direct or indirect power to
award; and (ii) the term "appointment by a judge" denotes an appointment to a position such as
referee, commissioner, special master, receiver, guardian or other similar position that is made
by a judge. Those terms do not, however, include (a) substantially uncompensated services; (b)
engagements or appointments made on the basis of experience, expertise, professional
qualifications and cost following a request for proposal or other process that is free from
influence based upon political contributions; and (c) engagements or appointments made on a
rotational basis from a list compiled without regard to political contributions.
[4] The term "lawyer or law firm" includes a political action committee or other entity owned or
controlled by a lawyer or law firm.
[5] Political contributions are for the purpose of obtaining or being considered for a government
legal engagement or appointment by a judge if, but for the desire to be considered for the legal
engagement or appointment, the lawyer or law firm would not have made or solicited the
contributions. The purpose may be determined by an examination of the circumstances in which
the contributions occur. For example, one or more contributions that in the aggregate are
substantial in relation to other contributions by lawyers or law firms, made for the benefit of an
official in a position to influence award of a government legal engagement, and followed by an
award of the legal engagement to the contributing or soliciting lawyer or the lawyer's firm would
support an inference that the purpose of the contributions was to obtain the engagement, absent
other factors that weigh against existence of the proscribed purpose. Those factors may include
among others that the contribution or solicitation was made to further a political, social, or
economic interest or because of an existing personal, family, or professional relationship with a
candidate.
[6] If a lawyer makes or solicits a political contribution under circumstances that constitute
bribery or another crime, Rule 8.4(b) is implicated.

Maintaining the Integrity of the Profession

Rule 8.1 Bar Admission And Disciplinary Matters
An applicant for admission to the bar, or a lawyer in connection with a bar admission application
or in connection with a disciplinary matter, shall not:
(a) knowingly make a false statement of material fact; or
(b) fail to disclose a fact necessary to correct a misapprehension known by the person to have
arisen in the matter, or knowingly fail to respond to a lawful demand for information from an
admissions or disciplinary authority, except that this rule does not require disclosure of
information otherwise protected by Rule 1.6.
Rule 8.1 Bar Admission And Disciplinary Matters - Comment
[1] The duty imposed by this Rule extends to persons seeking admission to the bar as well as to
lawyers. Hence, if a person makes a material false statement in connection with an application
for admission, it may be the basis for subsequent disciplinary action if the person is admitted,
and in any event may be relevant in a subsequent admission application. The duty imposed by
this Rule applies to a lawyer's own admission or discipline as well as that of others. Thus, it is a
separate professional offense for a lawyer to knowingly make a misrepresentation or omission in
connection with a disciplinary investigation of the lawyer's own conduct. Paragraph (b) of this
Rule also requires correction of any prior misstatement in the matter that the applicant or lawyer
may have made and affirmative clarification of any misunderstanding on the part of the
admissions or disciplinary authority of which the person involved becomes aware.
[2] This Rule is subject to the provisions of the Fifth Amendment of the United States
Constitution and corresponding provisions of state constitutions. A person relying on such a
provision in response to a question, however, should do so openly and not use the right of
nondisclosure as a justification for failure to comply with this Rule.
[3] A lawyer representing an applicant for admission to the bar, or representing a lawyer who is
the subject of a disciplinary inquiry or proceeding, is governed by the rules applicable to the
client-lawyer relationship, including Rule 1.6 and, in some cases, Rule 3.3.

Rule 8.2 Judicial And Legal Officials

(a) A lawyer shall not make a statement that the lawyer knows to be false or with reckless
disregard as to its truth or falsity concerning the qualifications or integrity of a judge,
adjudicatory officer or public legal officer, or of a candidate for election or appointment to
judicial or legal office.
(b) A lawyer who is a candidate for judicial office shall comply with the applicable provisions of
the Code of Judicial Conduct.
Rule 8.2 Judicial And Legal Officials - Comment
[1] Assessments by lawyers are relied on in evaluating the professional or personal fitness of persons
being considered for election or appointment to judicial office and to public legal offices, such as
attorney general, prosecuting attorney and public defender. Expressing honest and candid opinions on
such matters contributes to improving the administration of justice. Conversely, false statements by a
lawyer can unfairly undermine public confidence in the administration of justice.
[2] When a lawyer seeks judicial office, the lawyer should be bound by applicable limitations on political
activity.

[3] To maintain the fair and independent administration of justice, lawyers are encouraged to continue
traditional efforts to defend judges and courts unjustly criticized.

Rule 8.3 Reporting Professional Misconduct

(a) A lawyer who knows that another lawyer has committed a violation of the Rules of
Professional Conduct that raises a substantial question as to that lawyer's honesty,
trustworthiness or fitness as a lawyer in other respects, shall inform the appropriate professional
authority.
(b) A lawyer who knows that a judge has committed a violation of applicable rules of judicial
conduct that raises a substantial question as to the judge's fitness for office shall inform the
appropriate authority.
(c) This Rule does not require disclosure of information otherwise protected by Rule 1.6 or
information gained by a lawyer or judge while participating in an approved lawyers assistance
program.
Rule 8.3 Reporting Professional Misconduct - Comment
[1] Self-regulation of the legal profession requires that members of the profession initiate
disciplinary investigation when they know of a violation of the Rules of Professional Conduct.
Lawyers have a similar obligation with respect to judicial misconduct. An apparently isolated
violation may indicate a pattern of misconduct that only a disciplinary investigation can uncover.
Reporting a violation is especially important where the victim is unlikely to discover the offense.
[2] A report about misconduct is not required where it would involve violation of Rule 1.6.
However, a lawyer should encourage a client to consent to disclosure where prosecution would
not substantially prejudice the client's interests.
[3] If a lawyer were obliged to report every violation of the Rules, the failure to report any
violation would itself be a professional offense. Such a requirement existed in many jurisdictions
but proved to be unenforceable. This Rule limits the reporting obligation to those offenses that a
self-regulating profession must vigorously endeavor to prevent. A measure of judgment is,
therefore, required in complying with the provisions of this Rule. The term "substantial" refers to
the seriousness of the possible offense and not the quantum of evidence of which the lawyer is
aware. A report should be made to the bar disciplinary agency unless some other agency, such as
a peer review agency, is more appropriate in the circumstances. Similar considerations apply to
the reporting of judicial misconduct.
[4] The duty to report professional misconduct does not apply to a lawyer retained to represent a
lawyer whose professional conduct is in question. Such a situation is governed by the Rules
applicable to the client-lawyer relationship.
[5] Information about a lawyer's or judge's misconduct or fitness may be received by a lawyer in
the course of that lawyer's participation in an approved lawyers or judges assistance program. In
that circumstance, providing for an exception to the reporting requirements of paragraphs (a) and
(b) of this Rule encourages lawyers and judges to seek treatment through such a program.
Conversely, without such an exception, lawyers and judges may hesitate to seek assistance from
these programs, which may then result in additional harm to their professional careers and
additional injury to the welfare of clients and the public. These Rules do not otherwise address
the confidentiality of information received by a lawyer or judge participating in an approved
lawyers assistance program; such an obligation, however, may be imposed by the rules of the
program or other law.
Rule 8.4 Misconduct
It is professional misconduct for a lawyer to:
(a) violate or attempt to violate the Rules of Professional Conduct, knowingly assist or induce
another to do so, or do so through the acts of another;
(b) commit a criminal act that reflects adversely on the lawyer's honesty, trustworthiness or
fitness as a lawyer in other respects;
(c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation;
(d) engage in conduct that is prejudicial to the administration of justice;
(e) state or imply an ability to influence improperly a government agency or official or to achieve
results by means that violate the Rules of Professional Conduct or other law; or
(f) knowingly assist a judge or judicial officer in conduct that is a violation of applicable rules of
judicial conduct or other law.
Rule 8.4 Misconduct - Comment
[1] Lawyers are subject to discipline when they violate or attempt to violate the Rules of
Professional Conduct, knowingly assist or induce another to do so or do so through the acts of
another, as when they request or instruct an agent to do so on the lawyer's behalf. Paragraph (a),
however, does not prohibit a lawyer from advising a client concerning action the client is legally
entitled to take.
[2] Many kinds of illegal conduct reflect adversely on fitness to practice law, such as offenses
involving fraud and the offense of willful failure to file an income tax return. However, some
kinds of offenses carry no such implication. Traditionally, the distinction was drawn in terms of
offenses involving "moral turpitude." That concept can be construed to include offenses
concerning some matters of personal morality, such as adultery and comparable offenses, that
have no specific connection to fitness for the practice of law. Although a lawyer is personally
answerable to the entire criminal law, a lawyer should be professionally answerable only for
offenses that indicate lack of those characteristics relevant to law practice. Offenses involving
violence, dishonesty, breach of trust, or serious interference with the administration of justice are
in that category. A pattern of repeated offenses, even ones of minor significance when
considered separately, can indicate indifference to legal obligation.
[3] A lawyer who, in the course of representing a client, knowingly manifests by words or
conduct, bias or prejudice based upon race, sex, religion, national origin, disability, age, sexual
orientation or socioeconomic status, violates paragraph (d) when such actions are prejudicial to
the administration of justice. Legitimate advocacy respecting the foregoing factors does not
violate paragraph (d). A trial judge's finding that peremptory challenges were exercised on a
discriminatory basis does not alone establish a violation of this rule.
[4] A lawyer may refuse to comply with an obligation imposed by law upon a good faith belief
that no valid obligation exists. The provisions of Rule 1.2(d) concerning a good faith challenge
to the validity, scope, meaning or application of the law apply to challenges of legal regulation of
the practice of law.
[5] Lawyers holding public office assume legal responsibilities going beyond those of other
citizens. A lawyer's abuse of public office can suggest an inability to fulfill the professional role
of lawyers. The same is true of abuse of positions of private trust such as trustee, executor,
administrator, guardian, agent and officer, director or manager of a corporation or other
organization.

Rule 8.5 Disciplinary Authority; Choice Of Law

(a) Disciplinary Authority. A lawyer admitted to practice in this jurisdiction is subject to the
disciplinary authority of this jurisdiction, regardless of where the lawyer's conduct occurs. A
lawyer not admitted in this jurisdiction is also subject to the disciplinary authority of this
jurisdiction if the lawyer provides or offers to provide any legal services in this jurisdiction. A
lawyer may be subject to the disciplinary authority of both this jurisdiction and another
jurisdiction for the same conduct.
(b) Choice of Law. In any exercise of the disciplinary authority of this jurisdiction, the rules of
professional conduct to be applied shall be as follows:
(1) for conduct in connection with a matter pending before a tribunal, the rules of the jurisdiction
in which the tribunal sits, unless the rules of the tribunal provide otherwise; and
(2) for any other conduct, the rules of the jurisdiction in which the lawyer’s conduct occurred, or,
if the predominant effect of the conduct is in a different jurisdiction, the rules of that jurisdiction
shall be applied to the conduct. A lawyer shall not be subject to discipline if the lawyer’s conduct
conforms to the rules of a jurisdiction in which the lawyer reasonably believes the predominant
effect of the lawyer’s conduct will occur.
Rule 8.5 Disciplinary Authority; Choice Of Law - Comment
Disciplinary Authority
[1] It is longstanding law that the conduct of a lawyer admitted to practice in this jurisdiction is
subject to the disciplinary authority of this jurisdiction. Extension of the disciplinary authority of
this jurisdiction to other lawyers who provide or offer to provide legal services in this
jurisdiction is for the protection of the citizens of this jurisdiction. Reciprocal enforcement of a
jurisdiction’s disciplinary findings and sanctions will further advance the purposes of this Rule.
See, Rules 6 and 22, ABA Model Rules for Lawyer Disciplinary Enforcement. A lawyer who is
subject to the disciplinary authority of this jurisdiction under Rule 8.5(a) appoints an official to
be designated by this Court to receive service of process in this jurisdiction. The fact that the
lawyer is subject to the disciplinary authority of this jurisdiction may be a factor in determining
whether personal jurisdiction may be asserted over the lawyer for civil matters.
Choice of Law
[2] A lawyer may be potentially subject to more than one set of rules of professional conduct
which impose different obligations. The lawyer may be licensed to practice in more than one
jurisdiction with differing rules, or may be admitted to practice before a particular court with
rules that differ from those of the jurisdiction or jurisdictions in which the lawyer is licensed to
practice. Additionally, the lawyer’s conduct may involve significant contacts with more than one
jurisdiction.
[3] Paragraph (b) seeks to resolve such potential conflicts. Its premise is that minimizing
conflicts between rules, as well as uncertainty about which rules are applicable, is in the best
interest of both clients and the profession (as well as the bodies having authority to regulate the
profession). Accordingly, it takes the approach of (i) providing that any particular conduct of a
lawyer shall be subject to only one set of rules of professional conduct, (ii) making the
determination of which set of rules applies to particular conduct as straightforward as possible,
consistent with recognition of appropriate regulatory interests of relevant jurisdictions, and (iii)
providing protection from discipline for lawyers who act reasonably in the face of uncertainty.
[4] Paragraph (b)(1) provides that as to a lawyer's conduct relating to a proceeding pending
before a tribunal, the lawyer shall be subject only to the rules of the jurisdiction in which the
tribunal sits unless the rules of the tribunal, including its choice of law rule, provide otherwise.
As to all other conduct, including conduct in anticipation of a proceeding not yet pending before
a tribunal, paragraph (b)(2) provides that a lawyer shall be subject to the rules of the jurisdiction
in which the lawyer’s conduct occurred, or, if the predominant effect of the conduct is in another
jurisdiction, the rules of that jurisdiction shall be applied to the conduct. In the case of conduct in
anticipation of a proceeding that is likely to be before a tribunal, the predominant effect of such
conduct could be where the conduct occurred, where the tribunal sits or in another jurisdiction.
[5] When a lawyer’s conduct involves significant contacts with more than one jurisdiction, it
may not be clear whether the predominant effect of the lawyer’s conduct will occur in a
jurisdiction other than the one in which the conduct occurred. So long as the lawyer’s conduct
conforms to the rules of a jurisdiction in which the lawyer reasonably believes the predominant
effect will occur, the lawyer shall not be subject to discipline under this Rule.
[6] If two admitting jurisdictions were to proceed against a lawyer for the same conduct, they
should, applying this rule, identify the same governing ethics rules. They should take all
appropriate steps to see that they do apply the same rule to the same conduct, and in all events
should avoid proceeding against a lawyer on the basis of two inconsistent rules.
[7] The choice of law provision applies to lawyers engaged in transnational practice, unless
international law, treaties or other agreements between competent regulatory authorities in the
affected jurisdictions provide otherwise.