ABA-514
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| (a lawyer who jointly represents both an organization and its constituent owes each of them the same full duty (this opinion does not address a deposition setting, where the lawyer may either represent just the organization, or may represent both it and the constituent deponent); an organization’s lawyer does not jointly represent a constituent “simply by virtue of . . . communicating with the constituent,” but such a lawyer gathering facts rather than giving advice normally should give an Upjohn warning to avoid inadvertently establishing such a relationship; lawyers sometimes face “circumstances in which the lawyer knows or reasonably should know that the organization’s [non client] constituent is likely to have legal interests at stake if the individual acts on the lawyer’s advice,” in which case the lawyer may have duty: to engage in “a more in depth conversation“ to “satisfy the lawyers duty to undertake ‘reasonable efforts to correct’ a constituent’s misunderstanding of the lawyer‘s role as lawyer to the organization, explain to such non client constituents “that their actions on behalf of the organization may have personal consequences,” and that if they “want legal advice about how a proposed a course of conduct will affect their personal legal interests, the constituents must seek that advice from their own counsel, not from the organization’s lawyer;” in some circumstances, the lawyer must similarly advise the organization that its future conduct might create legal risks to its constituents; although perhaps not required, lawyers would be “well advised” to: “clarify their role” at other times, “avoid referring to individual constituents as their clients”, and “correct individual constituents who refer to the organizations lawyers as the constituent’s own lawyers”) |