Alabama Legal Ethics
1.13 Rule 1.13 Organization as Client
1.13:100 Comparative Analysis of Alabama Rule
- Primary Alabama References: AL Rule 1.13
- Background References: ABA Model Rule 1.13, Other Jurisdictions
- Commentary:
- Alabama Commentary:
1.13:101 Model Rule Comparison
There are no differences between ARPC Rule 1.13 and MRPC 1.13.
1.13:102 Model Code Comparison
Inapplicable.
1.13:200 Entity as Client
- Primary Alabama References: AL Rule 1.13(a)
- Background References: ABA Model Rule 1.13(a), Other Jurisdictions
- Commentary: ABA/BNA § 91:2001, ALI-LGL §§ 96, 97, Wolfram § 8.3
- Alabama Commentary:
1.13:210 Lawyer with Fiduciary Obligation to Third Person
Rule 1.13 sets out the general entity theory that a lawyer owes all professional duties to the entity rather than individual officers and executives. If the lawyer's fiduciary obligations to third persons pose a conflict, in the absence of informed consent the lawyer must withdraw.
1.13:220 Lawyer Serving as Officer or Director of an Organization
A lawyer may serve as an officer or director of an organization that the lawyer or his firm represents.
1.13:230 Divers Kinds of Entities as Organizations
See Section 1.13:210.
1.13:300 Preventing Injury to an Entity Client
- Primary Alabama References: AL Rule 1.13(b) & (c)
- Background References: ABA Model Rule 1.13(b) & (c), Other Jurisdictions
- Commentary: ABA/BNA § 91:2001, ALI-LGL § 96, Wolfram § 13.7
- Alabama Commentary:
1.13:310 Resignation Versus Disclosure Outside the Organization
ARPC Rule 1.13(b) lists three courses of action which a lawyer may choose when faced with knowledge that an individual within the corporation is acting or intends to act unlawfully or in violation of a legal obligation to the corporation. The lawyer may ask the individual actor to reconsider his actions, the lawyer may advise that the dispute be presented to the appropriate authority in the corporation, and the lawyer may choose to simply refer the matter to the highest authority that legally can act on behalf of the corporation. If the lawyer has advised the highest authority in the corporation and it decides to continue to act unlawfully the lawyer may terminate the attorney-client relationship. However, the action must be clearly in violation of the law and likely to result in substantial injury to the organization. The Alabama rules do not provide for a "noisy withdrawal."
1.13:400 Fairness to Non-Client Constituents Within an Entity Client
- Primary Alabama References: AL Rule 1.13(d)
- Background References: ABA Model Rule 1.13(d), Other Jurisdictions
- Commentary: ABA/BNA § 91:2001, ALI-LGL § 103, Wolfram § 13.7.5
- Alabama Commentary:
The lawyer should avoid causing such unrepresented persons to believe the lawyer represents them rather than the entity.
1.13:500 Joint Representation of Entity and Individual Constituents
- Primary Alabama References: AL Rule 1.13(e)
- Background References: ABA Model Rule 1.13(e), Other Jurisdictions
- Commentary: ABA/BNA § 91:2601, ALI-LGL §§ 97, 131, Wolfram § 13.7
- Alabama Commentary:
The Rule provides for such joint representation subject to requirements of Rule 1.7.