Legal Ethics Opinion No. 1399

 Confidentiality--Conflict of Interest--Multiple Representation: 
Representing a Client in an Adverse Action to a Former Corporate

You have advised that Attorney was employed as in-house counsel
for Company A for a period of approximately seven years, during
which time Company B was, and remains, a subsidiary or affiliate
of Company A.  During the time of Attorney's employment with
Company A, Client C wrote a letter to Company B relating to
payments due under a lease which predated Attorney's employment
with Company A, although Client C had no dispute regarding the
lease or any other matter with either Company A or Company B at
that time.  In response to Client C's letter, Attorney wrote an
in-house memorandum to Company A's accounting department and, in
preparation of the internal memorandum, reviewed the vault file
which, at that time, contained only the lease document and
transmittal letters, but no legal opinions or operational

You further indicate that Attorney left the employ of Company A
and is currently engaged in a solo law practice in Virginia. 
Subsequent to Attorney having left Company A, Client C became a
party to a contract prepared by Company B.  Sometime later,
Client C engaged Attorney to represent C in the review and
negotiation of an extension of that contract.  At the time of
employment by Client C, Attorney had no independent recollection
of reviewing any documents or taking any action on matters
between Client C and Company B, and had obtained no confidences
or secrets related to Client C of either Company A or Company B
during his employment.  Client C similarly had no recollection of
meeting or otherwise dealing with Attorney prior to employing
Attorney.  You posit that the representation by Attorney of
Client C relates to the conduct of Company B arising after
Attorney left employment with Company A.  Furthermore, the
representation is adverse to Company B, but the
matter does not involve the matter discussed in Client C's l984
letter or Attorney's l984 memorandum.   

You indicate that Company A objects to Attorney representing
Client C in the current matter which is adverse to Company B, and
you request that the committee consider the propriety of Attorney
continuing to represent Client C.

The appropriate and controlling disciplinary rule relative to
your inquiry is DR 5-l05(D) which dictates that a lawyer who has
represented a client in a matter shall not thereafter represent
another person in the same or substantially related matter if the
interest of that person is adverse in any material respect to the
interest of the former client unless the former client consents
after disclosure.  [emphasis added]

The committee has repeatedly opined that the earlier
representation of a client who is now the adverse party in a suit
brought on behalf of another client is not per se sufficient to
warrant disqualification of the lawyer on ethical grounds.  See,e.g.,  LEOs #ll94, ll39.  Additional critical factors to the
determination of disqualification are the relatedness of the two
matters and the issue of whether the lawyer obtained secrets and
confidences of the first client in the course of the

Assuming the validity of the facts as you have provided them,
which facts indicate that, since the contract was originally
prepared approximately two years after Attorney left the employ
of Company A, the matter in question is not the same as the lease
matter on which Attorney worked on behalf of Company A, those
facts demonstrate that there is no substantial relatedness
between the matters.  Furthermore, again assuming the validity of
the facts provided, there is no indication that any secrets and
confidences of Company A relative to the matter in question were
obtained by Attorney.  Therefore, the committee is of the opinion
that there is no per se impropriety in Attorney's continued
representation of Client C under the facts as presented.

Committee Opinion
February 15, 1991