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End-of-life notice: American Legal Ethics Library

As of March 1, 2013, the Legal Information Institute is no longer maintaining the information in the American Legal Ethics Library. It is no longer possible for us to maintain it at a level of completeness and accuracy given its staffing needs. It is very possible that we will revive it at a future time. At this point, it is in need of a complete technological renovation and reworking of the "correspondent firm" model which successfully sustained it for many years.

Many people have contributed time and effort to the project over the years, and we would like to thank them. In particular, Roger Cramton and Peter Martin not only conceived ALEL but gave much of their own labor to it. We are also grateful to Brad Wendel for his editorial contributions, to Brian Toohey and all at Jones Day for their efforts, and to all of our correspondents and contributors. Thank you.

We regret any inconvenience.

Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


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.

1.13:510   Corporate Counsel's Role in Shareholder Derivative Actions

1.13:520   Representing Client with Fiduciary Duties

1.13:530   Representing Government Client