Louisiana Legal Ethics

1.13 Rule 1.13 Organization as Client

1.13:100 Comparative Analysis of Louisiana Rule

¥ Primary Louisiana References: LA Rule 1.13
¥ Background References: ABA Model Rule 1.13, Other Jurisdictions
¥ Commentary:

1.13:101 Model Rule Comparison

The text of LRPC 1.13 is identical to that in its counterpart, MR 1.13.

1.13:102 Model Code Comparison

LRPC 1.13(a) provides that a lawyer representing an organization Òrepresents the organization acting through its duly authorized constituents.Ó LRPC 1.13(b) obligates a lawyer to take affirmative steps toward the best interest of the organization when he knows that a person associated with his organization client is engaged in activity that will likely injure the organization. In Louisiana, the lawyer must proceed in a way that will minimize the disruption to the organizationÕs business and the risk of revealing information related to his representation of the organization in this situation. LRPC 1.13(b) also provides a list of factors to consider in determining how to proceed and an illustrative list of reactive measures a lawyer may take within the bounds of this Rule.

EC 5-18 embodies the notion that attorneys owe their allegiance to the entities they represent and not the people connected therewith. Furthermore, EC 5-18 provides that a lawyer may represent those connected with the organization only if he is convinced that there are no adverse interests. EC 5-28 suggests that a lawyer representing an organization should procure a written agreement to insure independence in his professional decision-making.

DR 5-107(B) also precludes any person who provides for the legal representation of another from directing that representation. LRPC 1.13 does not specifically address the lawyerÕs independence from those involved with his organization client. Such independence is addressed generally in LRPC 2.1.

LRPC 1.13(c) allows the lawyer to withdraw if, after taking the above contemplated action, the authorities in the organization insist upon action which is injurious to the organization. Although the Model Code has no direct counterpart, DR 5-105(D) requires a lawyer to withdraw in any case where a Disciplinary Rule is violated and prevents any attorneys in his firm or associated with him from accepting or continuing such employment. Should the Louisiana lawyer withdraw, LRPC 1.13(c) does not disqualify any of his associates from representing the same organization.

LRPC 1.13(d) requires a lawyer to explain to the various members of his client organization the identity of the client when it appears that the organizationÕs interests are adverse to its constituents with whom the lawyer is dealing. While the Model Code does not address this issue directly, EC 5-16 provides that, before representing multiple clients, a lawyer must explain the ramifications of common representation.

LRPC 1.13(e) provides that an organizationÕs lawyer may represent its members individually. Consent may or may not be required depending upon the presence or absence of a conflict of interest according to LRPC 1.7. Although the Model Code does not give the lawyer clear permission to act on behalf of the organizationÕs members, DR 5-105(A) through (C) provide that, although a lawyer should not accept or continue employment that would result in representation of differing interests, he may represent multiple clients if it is obvious he may do so fairly and if each client consents. Note that LRPC 1.7 requires the clientÕs consent when the representation of multiple clients is directly adverse or where the lawyerÕs interests stand to materially limit his professional judgment. Under DR 5-105(C), two clientsÕ interest need only be differing before the lawyer is required to obtain consent to the representation.

1.13:200 Entity as Client

¥ Primary Louisiana References: LA Rule 1.13(a)
¥ Background References: ABA Model Rule 1.13(a), Other Jurisdictions
¥ Commentary: ABA/BNA ¤ 91:2001, ALI-LGL ¤¤ 155, 156, Wolfram ¤ 8.3