skip navigation
search

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Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


Rhode Island Legal Ethics

1.13   Rule 1.13 Organization as Client

1.13:100   Comparative Analysis of Rhode Island Rule

Primary Rhode Island References: RI Rule 1.13
Background References: ABA Model Rule 1.13, Other Jurisdictions
Commentary:

1.13:101      Model Rule Comparison

Rhode Island has adopted MR 1.13, including the Comments thereto.

1.13:102      Model Code Comparison

There is no counterpart to this rule in the Disciplinary Rules of the Code. EC 5-18 states that "[a] lawyer employed or retained by a corporation or similar entity owes his allegiance to the entity and not to a stockholder, director, officer, employee, representative, or other person connected with the entity. In advising the entity, a lawyer should keep paramount its interest and his professional judgment should not be influenced by the personal desires of any person or organization. Occasionally a lawyer for the entity is requested by a stockholder, director, officer, employee, representative, or other person connected with the entity to represent him in an individual capacity; in such a case, the lawyer may serve the individual only if the lawyer is convinced that differing interests are not present." EC 5-24 states: "Although a lawyer may be employed by a business corporation with non-lawyers serving as directors or officers, and they necessarily have the right to make decisions of business policy, a lawyer must decline to accept direction of his professional judgment from any layman." DR 5-107(B) provides that "[a] lawyer shall not permit a person who ... employs ... him to render legal services for another or to direct or regulate his professional judgment in rendering such legal services."

1.13:200   Entity as a Client

Primary Rhode Island References: RI 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

Where attorneys are solicitors for a municipality, the municipality, acting through its Council, is the attorneys' client. The attorneys should comply with the Council's request that they submit redacted itemized statements of prior bills to the Council and maintain the unredacted statements at their law offices as confidential information. Providing an individual Council member with unredacted itemized statements would violate Rules 1.13, 1.2, and 1.6 unless the Council consented. RI Eth. Op. 2002-02.

1.13:210      Lawyer with Fiduciary Obligations to Third Person

When an attorney represents a school committee, the client is the school committee, not the Superintendent. RI Eth. Op. 95-51 (1995). A special investigator appointed by the school committee to investigate the suspended Superintendent of Schools sought to interview the attorney who represented the school committee and necessarily rendered legal opinions to and gave legal assistance to the Superintendent. The attorney may respond to a special investigator's inquiries as to the Superintendent's performance because the rules of confidentiality that apply to an attorney-client relationship (RI Rule 1.6) are not applicable. Id.

Where an attorney represented a city in a Federal case where the named defendants were the city and members of the city's zoning board in their official and individual capacities, the zoning board members were clients and were therefore entitled to copies of the attorney's files pursuant to RI Rule 1.7, although the attorney was hired by and compensated by the city and had been directed by several city officials not to produce the requested documents. RI Eth. Op. 94-41 (1994).

1.13:220      Lawyer Serving as Officer or Director of an Organization

There is no authority in Rhode Island on this topic.

1.13:230      Diverse Kinds of Entities as Organizations

The duties defined in Rule 1.13 apply to government organizations, in this case the municipality acting through its duly authorized Council. RI Eth. Op. 2002-02.

1.13:300   Preventing Injury to an Entity Client

Primary Rhode Island References: RI 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

1.13:310      Resignation Versus Disclosure Outside the Organization

There is no authority in Rhode Island on this topic.

1.13:400   Fairness to Non-Client Constituents Within an Entity Client

Primary Rhode Island References: RI 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

An attorney who serves as the town solicitor may represent the town against a suit brought by a member of the town council, in his individual capacity, for relief from real estate taxes assessed by the same town. RI Eth. Op. 92-41 (1992). Although the town solicitor represents the town in all suits or proceedings, civil or criminal, brought by or against it or any of its officers, departments, or agencies, the town solicitor represents the town and agencies of that town, not individual council members. Thus, no conflict of interest exists in such a situation.

1.13:500   Joint Representation of Entity and Individual Constituents

Primary Rhode Island References: RI 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

Where an attorney was hired to form a corporation held by a majority owner former client and a minority owner non-client, represented the corporation, and continued to represent the former client in unrelated matters, the attorney could only continue to represent the former client or the corporation in a subsequent shareholder dispute concerning the operation of the corporation if the attorney had the consent of the minority owner for him/herself and for the corporation. RI Eth. Op. 93-58 (1993).

Where an attorney represented a corporation held equally by two shareholders (who were also the only officers or directors of the corporation) and provided legal advice to Shareholder A regarding a personal matter, the attorney may only represent the corporation or Shareholder B in negotiations with Shareholder A for a stock purchase or buyout when Shareholder A subsequently resigned as an officer and director but maintained his 50% ownership of the corporation, if consent is given for B's representation by Shareholder A. RI Eth. Op. 95-17.

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

There is no authority in Rhode Island on this topic.

1.13:520      Representing Client with Fiduciary Duties

There is no authority in Rhode Island on this topic.

1.13:530      Representing Government Client

An attorney, who is a sole practitioner and has a part time position with State Agency #1, may represent an employee of State Agency #2 in an action against State Agency #2, despite objection from the counsel for State Agency #2, where neither Agency #1 nor the individual client object to the representation and the representation of the individual client is not directly adverse or materially limited by the lawyer's responsibility to Agency #1. RI Eth. Op. 94-43 (1994).