Definition of “Firm.”
For purposes of these rules, the term “firm” includes lawyers in a private firm and lawyers
employed in the legal department of a corporation or other organization or in a legal services
organization. Whether two or more lawyers constitute a firm within this definition can depend
on the specific facts. For example, two practitioners who share office space and occasionally
consult or assist each other ordinarily would not be regarded as constituting a firm. However, if
they present themselves to the public in a way suggesting that they are a firm or conduct
themselves as a firm, they should be regarded as a firm for purposes of the rules. The terms of
any formal agreement between associated lawyers are relevant in determining whether they are a
firm, as is the fact that they have mutual access to confidential information concerning the clients
they serve. Furthermore, it is relevant in doubtful cases to consider the underlying purpose of the
rule that is involved. A group of lawyers could be regarded as a firm for purposes of the rule that
the same lawyer should not represent opposing parties in litigation, while it might not be so
regarded for purposes of the rule that information acquired by one lawyer is attributed to another.
With respect to the law department of an organization, there is ordinarily no question that the
members of the department constitute a firm within the meaning of the Rules of Professional
Conduct. However, there can be uncertainty as to the identity of the client. For example, it may
not be clear whether the law department of a corporation represents a subsidiary or an affiliated
corporation, as well as the corporation by which the members of the department are directly
employed. A similar question can arise concerning an unincorporated association and its local
affiliates.
Similar questions can also arise with respect to lawyers in legal aid. Lawyers employed in the
same unit of a legal service organization constitute a firm, but not necessarily those employed in
separate units. As in the case of independent practitioners, whether the lawyers should be treated
as being associated with each other can depend on the particular rule that is involved and on the
specific facts of the situation.
Where a lawyer has joined a private firm after having represented the government, the situation
is governed by Rule 1.11(a) and (b); where a lawyer represents the government after having
served private clients, the situation is governed by Rule 1.11(c)(1). The individual lawyer
involved is bound by the rules generally, including Rules 1.6, 1.7, and 1.9.
Principles of Imputed Disqualification.
The rule of imputed disqualification stated in paragraph (a) gives effect to the principle of loyalty
to the client as it applies to lawyers who practice in a law firm. Such situations can be
considered from the premise that a firm of lawyers is essentially one lawyer for purposes of the
rules governing loyalty to the client, or from the premise that each lawyer is vicariously bound
by the obligation of loyalty owed by each lawyer with whom the lawyer is associated. Paragraph
(a) operates only among the lawyers currently associated in a firm. When a lawyer moves or has
recently moved from one firm to another, the situation is governed by Rules 1.9(b) and 1.10(b).
Rule 1.10(c) operates to permit a law firm, under certain circumstances, to represent a person
with interests directly adverse to those of a client represented by a lawyer who formerly was
associated with the firm. The rule applies regardless of when the formerly associated lawyer
represented the client. However, the law firm may not represent a person with interests adverse
to those of a present client of the firm, which would violate Rule 1.7. Moreover, the firm may
not represent the person where the matter is the same or substantially related to that in which the
formerly associated lawyer represented the client and any other lawyer currently in the firm has
material information protected by Rules 1.6 and 1.9(c), unless the provisions of this rule are
followed.
[amended effective May 22, 2007]
