Legal Ethics Opinion #1535

Conflict of Interest: Attorney Representing Seller vs. Buyer
After Title Company, In Which Attorney has Ownership Interest,
Conducts Settlement

You have presented a hypothetical situation in which Lawyer
represented Client in the purchase of a home from Builder.  At
closing, Client paid to Title Corporation a "settlement or
closing fee". Lawyer, at the time of closing, was President of
Title Corporation involved, and Lawyer and Title Corporation used
the same office address.  You indicate that Lawyer did not make
written disclosure to Client of his financial interest in Title

You advise that, subsequently, Client sued Builder for
construction defects and Lawyer is now representing Builder in
the suit, over Client's objection. 

You have asked the committee to opine whether, under the facts of
the inquiry, it is proper for Lawyer to represent Builder in the

The appropriate and controlling Disciplinary Rules related to
your inquiry is DR 5-105(D) which provides that a lawyer who hasrepresented 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]
Under the facts you have presented, the committee understands
that no attorney-client relationship was established between
Lawyer and Client/purchaser since the closing fee was paid to the
title company which conducted the settlement.  The committee is
of the view that the Lawyer's apparent ownership interest in the
Title Corporation, along with the apparent sharing of office
space, does not constitute the Lawyer's representation of parties
to a real estate transaction simply because that transaction is
closed by the Title Corporation.

Thus, the committee opines that it would not be improper for
Lawyer to represent Builder in defending against the suit brought
by Client/purchaser since Client/purchaser is not a former client
of Lawyer.
Committee Opinion
June 2, 1993