You have presented a hypothetical situation in which a law firm
represents a joint venture, client B, formed in the mid-1980's to
bid on more than $600 million worth of work related to a specific
construction project out of state.  Client B is comprised of Client
A, Client C, and Client D.  The law firm does not represent them
individually.  It represents the joint venture in which they are
the co-venturers.  The managing partner of the joint venture is
Client C who ultimately retained the law firm to represent Client
B on certain matters related to the construction. 

You indicate that the law firm has never had any contact with any
employees of Client A, nor does it have any familiarity with Client
A's corporate structure or workings.  You further indicate that
there are three outstanding matters that involve Client B.

Finally, you also advise that the law firm also represents XYZ
Corporation, a mechanical contracting company based in Virginia. 
XYZ performed certain subcontract work for Client A and a payment
dispute has arisen between XYZ and Client A that may require the
filing of a lawsuit.  You advise that XYZ wants the law firm to
represent it in that lawsuit.

You have asked the committee to opine, under the facts of the
inquiry, (1) whether a law firm can ethically represent a client in
a lawsuit against a company that is a partner in a joint venture
already represented by the law firm; and (2) whether the
prohibition against suing an existing client is present here since
the law firm's representation of Client A is so attenuated.

The appropriate and controlling Disciplinary Rule related to your
inquiry is DR 5-105(A), which dictates that a lawyer must refuse to
accept employment, except as permitted by DR 5-l05(C), if the
interests of another client may impair the independent professional
judgment of the lawyer.  

Disciplinary Rule 5-l05 addresses the concurrent representation of
two or more clients.  Legal Ethics Opinion #ll68 points up that
members of an entity client may not be clients themselves
(individual homeowners' association members were not clients of
lawyer representing association).  Legal Ethics Opinion #l458
adopted the entity-representation rationale with respect to
partnerships.  Accord, ABA Formal Op. 9l-36l (l99l).  The facts
presented suggest that the joint venture is an entity distinct from
the individual members.  The committee is of the view that the
facts presented do not indicate that the law firm has ever
represented Client A individually, has had any contact with
employees of Client A or any familiarity with the corporate
structure of Client A, and has not acquired confidences or secrets
from Client A.  Therefore, based on the apparent lack of any
attorney-client relationship between the law firm and Client A, the
committee opines that it would not be improper for the law firm to
represent XYZ in its dispute with Client A.

Having found that no attorney-client relationship exists between
the law firm and Client A, the committee thus opines that any
prohibition against suing an existing client is inapposite to the
facts presented. 

[DRs 5-105(A), (C); LEOs #1168, 1458; ABA Formal Op. 91-361]

Committee Opinion 
September 14, 1994