ABA-365
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| A lawyer representing a trade association must first determine whether an attorney-client relationship exists with the individual members of the association. Rule 1.13 generally indicates that the lawyer represents the entity, and a Comment to that rule "notes that the duties it defines apply equally to unincorporated associations. Thus the approach taken in this opinion is not affected by whether or not the trade association is recognized as a separate jural entity." Although generally a trade association's lawyer does not represent individual members, "circumstances in a particular instance" might support a finding that such a relationship exists (for instance, the smaller the association, the more likely the relationship). Even if the lawyer does not represent the individual association members, the members might be considered "derivative" clients or "vicarious" clients for conflicts purposes. "For example, and most typically, if the member has disclosed relevant confidential information to the association's counsel (a factor that may indicate the existence of an actual lawyer-client relationship, but which in the Committee's view is also one of the particular facts that can require disqualification in the 'derivative' client analysis), disqualification is required." |