LEO: Conflict of Interest LE Op. 1126
Conflict of Interest.
August 11, 1988
You advised that during the course of his representation of ABC Corp., a
lawyer drafted an agreement between ABC Corp. and DEF Corp. The presidents
of the respective corporations then negotiated certain changes to the
agreement. The lawyer did not participate in any of these negotiations.
The changes were reported to the lawyer by the president of ABC Corp. and
the lawyer made the changes in the agreement. ABC Corp. has now filed suit
against DEF Corp. for breach of the agreement.
You wish to know whether the attorney who prepared the agreement for ABC
Corp. may now represent ABC Corp. in its suit against DEF Corp.
Based upon the limited facts stated in your inquiry the Committee opines
that there would be nothing unethical per se for the attorney to represent
ABC Corp. in its suit against DEF Corp. Nothing in the facts which you
present indicates that IDEF Corp. was ever a client of the lawyer, and
therefore DR:4-101, regarding the preservation of confidences and
secrets of a client, is inapplicable.
Likewise, nothing in the facts presented indicates that the lawyer will
be called as a witness by one of the parties, and therefore DR:5-102
does not appear to be applicable. Of course, if the lawyer is called as a
witness by one of the parties then the lawyer must comply with
requirements of DR:5-102.
Committee Opinion August 11, 1988