Legal Ethics Opinion No. 1452

     Attorney-Client Relationship; Estate Settlement

You have indicated that hypothetically an attorney is retained by
the personal representative of a decedent's estate to render
whatever legal services may be required in the settlement of the

You have asked the committee to opine as to with whom the
attorney has an attorney-client relationship, i.e., the estate,
the personal representative, the beneficiaries, or some
combination of the foregoing.  

Although there are no disciplinary rules directly addressing the
issue you raise, the committee is of the opinion that the
attorney engaged to render services in connection with the
settlement of a decedent's estate enjoys a similar status to that
of an attorney engaged to represent a corporation or similar
entity.  See EC 5-l8.  The corporate entity premise, however,
requires the acceptance of the legal status of the corporation as
a separate person, while, in reality and in order to carry on the
legal business of the corporation, communication is required
between the attorney and an individual who serves as agent for
the corporate entity.  
Thus, since the personal representative assumes the legal status
the agent of the decedent and is the only available conduit of
information between the entity  and the attorney, the committee
opines that the attorney/client relationship arises between the
attorney and the personal representative, albeit for the ultimate
benefit of the estate.  See Alaska Bar Ass'n Ethics Comm. Op.
91-2 (Jan. l8, l99l), ABA/BNA Law. Man. on Prof. Conduct 7
Current Reports 66.  

The estate's personal representative assumes legal and fiduciary
responsibilities to the estate which may include obtaining the
services of an attorney.  Although the attorney, in providing
those services, may benefit the beneficiaries of the estate, the
committee is of the further opinion that there is no contractual
privity with the beneficiaries which can give rise to an
attorney-client relationship with those beneficiaries.  Goldberg
v. Frye, 266 Cal.Rptr. 483, 489 (Cal.App. 4 Dist. l990).  

Given that the attorney enjoys an attorney/client relationship
with the personal representative, the committee cautions that the
prohibitions contained in the Code of Professional Responsibility
as to multiple clients' conflicting interests and client
confidentiality apply to that relationship irrespective of the
potential benefit that the representation may hold for estate
beneficiaries.  See LEOs #260, 370, 8ll, l206, l358, l387.  

Committee Opinion
March 13, 1992