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