MARYLAND STATE BAR ASSOCIATION, INC.
COMMITTEE ON ETHICS
ETHICS DOCKET NO. 1995-06
Conflict of Interest: Continued Joint Representation of Clients when Litigation is Pending between Attorneys regarding an Unrelated Business Matter
Your inquiry of July 8, 1994 has been considered by the Committee on Ethics of the Maryland State Bar Association and I have been designated to respond to you on behalf of the Committee.
In your letter of inquiry you have provided the Committee with the following facts:
""A"" and ""B"" and others are partners under a limited partnership agreement, the principal asset of which is an office building. ""A"" and ""B"" each have separate professional associations which lease space from the limited partnership under corporate leases. ""A"" and ""B"", as attorneys and principals in their professional associations, have previously represented joint clients, sharing the professional responsibility of representation of said clients and splitting fees associated with such representation.
You have indicated that, as a result of the dissolution of ""A's"" professional association, a dispute has arisen as to the obligation of ""A's"" professional association for the remainder of the professional association's lease from the limited partnership, which could result in the limited partnership suing ""A's"" professional association, stockholders of ""A's"" professional association, and ""A"" personally.
Based on these facts, you have asked whether there is a conflict of interest or ethical violation which would prohibit attorneys ""A"" and ""B"" from continuing joint representation of clients with respect to matters totally distinct from the business relationships and potential litigation described above.
Rule 1.7(b) of the Rules of Professional Conduct provides:
A lawyer shall not represent a client if the representation of that client may be materially limited by the lawyer's responsibilities to another client or to a third person or by the lawyer's own interests
The comment to Rule 1.7 adds:
The critical questions are the likelihood that a conflict will eventuate and, if it does, whether it will materially interfere with the lawyer's independent professional judgment in considering alternatives or foreclose courses of action that reasonably should be pursued on behalf of the client.
You have indicated that the clients will be represented concerning matters completely and wholly distinct from the business relationship between ""A"" and ""B"" as set forth above. You have not set forth any facts to indicate that the representation of the clients may be ""materially limited by the lawyers own interests."" Even if there now is, or there may come a point in time where ""A"" and ""B"" harbor animosity or hostility toward one another, nothing in Rule 1.7 or in any of the other Rules of Professional Conduct precludes the continuing joint representation of clients when the lawyers are, or may potentially be involved, in litigation over an unrelated business matter.
It is the opinion of the Committee that as long as the relationship of the lawyers does not deteriorate to the point where it adversely affects the advice given or services rendered to the client(s) or such that it affects either lawyer's independent professional judgment, the lawyers may continue the joint representation.
If the relationship between the lawyers worsens so that a question arises as to whether the representation of the client(s) is ""materially limited by the lawyer's own interests,"" the lawyers should follow closely Rule 1.7(b) and (C).
We hope that this is responsive to your inquiry and we thank you for consulting with the Committee.
1 The Committee did not review or consider the fee splitting arrangement set forth in your letter and this Opinion in no way reflects the view of the Committee.