PR

1.17 Sale of Law Practice

A lawyer or a law firm may sell or purchase a law practice, OR an area of law practice, including good will, if the following conditions are satisfied: (1) the seller ceases to engage in the private practice of law, or in the area of practice that has been sold, "[in the geographic area] [in the jurisdiction] (a jurisdiction may elect either version) in which the practice has been conducted"; [NOTE: return to private practice as the result of unanticipated change in circumstances does not necessarily result in a violation (e.g. selling practice to accept appoint to judiciary, later gets defeated in election or resigns from judicial position)][Note further: cessation does not preclude employment as a lawyer on the staff of a public agency or a legal services entity that provides legal services to the poor, or as in-house counsel.][Lawyer is ok to sell practice if and move to a different jurisdiction (may be within the state][If an area of practice is sold and the lawyer remains in the active practice of law, the lawyer must (1) cease accepting any matters in the area of practice that has been sold, either as counsel or co-counsel or by assuming joint responsibility for a matter in connection with the division of a fee with another lawyer as would otherwise be permitted by R. 1.5(e)(fee splitting] (2) the entire practice, or the entire area of practice is to be sole to one or more lawyers or law firms; this requirements is satisfied if the seller in good faith makes the entire practice, or the area of practice, available for the sale to purchasers [doesn't matter if some clients choose to go elsewhere (the purchasers are required to undertake all client matters in the practice or area of practice, subject to client consent)] NOTE: This requirement is satisfied even if a purchase is unable to undertake a particular client matter because of a conflict of interest. (3) the seller gives written notice to each of the seller's clients regarding: (1) the proposed sale; (2) the client's right to retain other counsel OR to take possession of the file; AND (3) the fact that the client's consent to the transfer of the client's files will be presumed IF the client does not take any action or does not otherwise object within 90 days if receipt of the notice. (Courts will likely, inter alia, consider whether reasonable efforts were made to locate client; (4) the fees charged client shall not be increased by reason of sale (aka existing arrangements regarding fees and scope of work must be honored by purchase).

R. 5.4 Professional Independence of a Lawyer

A lawyer or law firm shall not share legal fees with a nonlawyer, except that: (1) an arrangement by a lawyer with the lawyer's firm, partner, or associate may provide for the payment of money, over a reasonable period of time after the lawyer's death, to the lawyer's estate or to one or more specified person; (2) a lawyer who purchases the practice of a deceased, disabled, or disappeared lawyer may, pursuant to the provisions of R. 1.17 [Sale of law practice] pay to the estate or other representattive of that lawyer the agreed upon purchase price; (3) aa lawyer or law firm may include non-lawyer employees in a compensation or retirement plan, even though the plan is base din whole or in part on a profit sharing arrangement; AND (4) a lawyer may share court awarded legal fees with a non-profit org that employed, retained, or recommended employment of the lawyer in the matter. A lawyer shall not form a partnership with a nonlawyer if any of the activities of the partnership consist of the practice of law. A lawyer shall not permit a person who recommends, employs, or pays the lawyer to render legal services to another to direct or regulate the lawyer's professional judgment in rendering such legal services (aka the arrangement does not modify the lawyer's obligation to the client). [aka arrangement does not modify the lawyer's obligation to the client] If a lawyer shall not practice with or in the form of a professional corporation or association authorized to practice law form profit IF: (1) a nonlawyer owns any interest therein, except that a fiduciary representative of the estate of a lawyer may hold the stock or interest of the lawyer for a reasonable time during the administration; (2) a nonlawyer is a corporate director or officer thereof or occupies the position of similar responsibility in any form of association other than a corporation; OR (3) a nonlawyer has the right to direct or control the professional judgment of a lawyer

R. 2.4 Lawyer Serving as Third-Party Neutral

A lawyer serves as a 3rd party neutral when the lawyer assists two or more persons [represented or unrepresented] who are not clients of the lawyer to reach a resolution of a dispute or other matter that has arisen between them. Service as a third-party neutral may include service as an arbitrator, a mediator, or in such other capacity as will enable the lawyer to assist the parties to resolve the matter. A lawyer serving as a 3rd party neutral shall inform unrepresented parties that the lawyer is not representing them. When the lawyer knows or reasonably should know that a party does not understand the lawyer's role in the matter, the lawyer shall explain the difference between the lawyer's role as a 3rd party neutral and a lawyer's role as one who represents a client. [Re having to explain the difference, consider whether party frequently uses dispute resolution process.][If lawyer is subsequently asked to serve as a laywer representing a client in the same matter, the conflicts of interest that arise for the individual lawyer (and his law firm) are addressed under 1.12 [Former Third Party Neutral]

1.3 Diligence

A lawyer shall act with 1) reasonable diligence and 2) reasonable promptness in representing a client. Lawyer should take whatever lawful and ethical measures are required to vindicate client's cause.

R. 5.7 Responsibilities Regarding Law-Related Services

A lawyer shall be subject to the Rules of Professional Conduct with respect to the provision of law-related services, as defined in Rule below (b), IF the law-related services are provided: (1) by the lawyer in circumstances that are not distinct from the lawyer's provision of legal services to clients' OR (2) [even when the law-related and legal services are provided in circumstances that are distinct from each other] by an entity controlled by the lawyer individually or with others if the lawyer fails to take reasonable measures to assure that a person obtaining the law-related services knows (1) that the services are not legal services and (2) that the protections of the client-lawyer realtionship do not exist. [aka when distinct, the rules apply UNLESS the lawyer takes reasonable measures to assure recipient] Re reasonable measures to assure: The communication should be made before entering into an agreement for provision of services and preferably in writing. The term "law-related services" denotes services that might reasonably be performed in conjunction with and in substance are related to the provision of legal services, AND that are not prohibited as unauthorized practice of law when provided by a nonlawyer. [Remember, if conduct does not satisfy the above, the lawyer is still subject to those Rules that apply generally to lawyer conduct (regardless of whether such conduct involves provision of legal services)]. When a client-lawyer relationship exists with a person who is referred by a lawyer to a separate law related service entity controlled by the lawyer, individually or with other, the lawyer must comply with 1.8(a) (aka treated like a biz transaction conflict).

1.15 Safekeeping Property

A lawyer shall hold property of clients or third persons [including prospective clients] that is in a lawyer's possession in connection with a representation separate from the lawyer's own property. [Funds shall be kept in a separate trust account maintained in the state where the lawyer's office is situated, or elsewhere with the consent of the client or third person.][separate trust accounts may be warranted when administering estate monies or acting in similar fiduciary capacities.][Complete records of such account funds and other property shall be kept by the lawyer and shall be preserves for a period of five years after termination of the representation: A lawyer should maintain on a current basis books and record in accordance with generally accepted accounting practice][Securities and hard cash should be kept in a safe deposit box, except when some other form of safekeeping is warranted by special circumstances; also, don't just put a ring on your finger: probably conversion too] A lawyer may deposit the lawyer's own funds in a client trust account for the sole purpose of paying bank service charges on that account, but only in an amount necessary for that purpose. [Note: This is the only time when comingling funds is ok.][accurate records must be kept regarding which part of the funds belong to the lawyer]. A lawyer shall deposit into a client trust account legal fees and expenses that have been paid in advance, to be withdrawn by the lawyer only as fees are earned or expenses incurred. [aka if paying for future work it must be deposited into trust account; if past performance may be deposited directly into lawyer's operating account.] [Note: cannot split up checks. Deposit all into trust account, wait for it to clear and then disburse from the account.] [Note: Lawyer has to keep ledgers, etc. and trust account has to be FDIC insured, etc. Upon receiving funds or other property in which a client or third person has an interest, a lawyer shall promptly notify the client or third person. Except as stated in this rule otherwise permitted by law or by agreement with the client, a lawyer shall promptly deliver to the client or third person any funds or other property that the client or third person is entitled to receive and, upon request by the client or third person, shall promptly render a full accounting regarding such property. When in the course of the representation a lawyer is in possession of property in which two or more persons (one of whom may be the lawyer) claim interests, the property shall be kept separate by the lawyer until the dispute is resolved. The lawyer shall promptly distribute all portions of the property as to which the interests are not in dispute. [The lawyer should suggest means for prompt resolution of the dispute, such as arbitration or when there are substantial grounds for dispute, the lawyer may file an action to have a court resolve][This rule contemplates client's creditors, etc. (e.e. someone who has a lien on funds recovered in a personal injury action). Note re applicability: The obligations of a lawyer under 1.15 are independent of those arising from activity other than rendering legal services. E.g. lawyer serving as an escrow agent is not governed by this rule Lawyers must participate in lawyers' funds established for client protection if mandatory and should, if voluntary.

When is an attorney client relationship formed?

A relationship of client and lawyer arises when: (1) A person manifests to a lawyer the person's intent that the lawyer provide legal services for the person; and either (a) the lawyer manifests to the person consent to do so; or (b) the lawyer fails to manifest lack of consent to do so, and the lawyer knows or reasonably should have known that the person reasonably relies on the lawyer to provide the services (aka the reasonable expectation of the client); or (2) a tribunal with power to do so appoints the lawyer to provide the services

R. 1.14 Client with Diminished Capacity

When a client's capacity to make adequately considered decisions in connection with a representation is diminished whether because of minority [age wise], mental impairment OR for some other reason, the lawyer shall, as far as reasonably possible, maintain a normal client-lawyer relationship with the client. [If a legal rep has already been appointed for the client, the lawyer should ordinarily look to the rep for decisions on behalf of the client.] When the lawyer reasonably believes that the client has diminished capacity, is at risk of substantial physical, financial, or other harm unless action is taken AND cannot adequately act in the client's own interest, the lawyer may take reasonably necessary protective action, including consulting with individuals or entities that have the ability to protect the client and, in appropriate cases, seeking the appointment of a guardian ad litem, conservator, or guardian.[ "cannot adequately act in the client's own interest" = a normal client-lawyer relationship cannot be maintained because the client lacks sufficient capacity to communicate or to make adequately considered decisions in connection with the rep] [To determine the extent of the client's diminished capacity, in appropriate circumstances, the lawyer may seek guidance from an appropriate diagnostician][If a legal rep has not been appointed, the lawyer should consider whether appointment of a guardian ad litem, conservator or guardian is necessary to protect the client's interests. Info relating to the rep of a client with diminished capacity is protected by Rule 1.6. When taking protective action pursuant to the paragraph above, the lawyer is impliedly authorized under Rule 1.6(a) to reveal info about the client, but only to the extent necessary to protect the client's interests. [In some circumstances, disclosure of the client's diminished capacity could adversely affect the client's interest (e.g. lead to proceedings for involuntary commitment). However, this subsection impliedly authorized the lawyer to make the necessary disclosures, even when the client directs the lawyer to the contract. At the very least, the lawyer should determine whether it is likely that the person or entity consulted with will act adversely to the client's interests before discussing matters related to the client. Comment Rule [re Emergency Legal Assistance in the absence of a pervious official client-lawyer relationship] In an emergency where the health, safety or financial interest of a person with seriously diminished capacity is threatened with imminent and irreparable harm, a lawyer may take legal action on behalf of such a person even though the person is unable to establish a client-lawyer relationship or to make or express considered judgments about the matter, when the person or another acting in good faith on that person's behalf has consulted with the lawyer. [Even in this situation, the lawyer should not act UNESS the lawyer reasonably believes that the person (1) has no other lawyer, agent, or rep available. [the lawyer should take legal action on behalf of the person only to the extent reasonably necessary to maintain the status quo or otherwise avoid imminent and irreparable harm [normally, the lawyer would not seek compensation for such emergency actions taken].

R. 2.1

In repping a client, a lawyer shall exercise independent professional judgment and render candid advice. In rendering advice, a lawyer may refer not only to law but to other considerations such as moral, economic, social and political factors, that may be relevant to the client's situation. Candid = honest. Lawyer can refer to moral and ethical considerations when giving advice. In rendering advice, a lawyer may refer not only to law but to other considerations such as moral economic, social and political factors, that may be relevant to the client's situation.

R. 4.2 Communication with person represented by Counsel [No contact rule]

In repping a client, a lawyer shall not communicate about the subject of the rep with a person the lawyer knows to be represented by another lawyer in the matter, UNLESS the lawyer has the consent [re content of convo] of the other lawyer OR is authorized to do so by law or court order. [applies to communications with any person who is repped by counsel concerning the matter to which the communication relates][The rule applies even though the repped person initiates and consents to the communication (the lawyer must terminate communication with person as soon as he learns person is repped)][This rule does not prohibit communication with a repped person, concerning matters outside the rep.][A lawyer may not make a communication prohibited by 4.2 through the acts of anorher. 8.4][Note: uncertain lawyer may seek court order; also, may seek a court order in exceptional circumstances to authorize a communication that would otherwise be prohibited by 4.2 (e.g. communication is necessary to avoid reasonably certain injury)(In the case of a repped org, this Rule prohibits communications with (1) a constituent of the org who supervises, directs or regularly consults with the org's laywer concerning the matter (senior management ) OR has the authority to obligate the org with respect to the matter (head of groups, who generally gave the authority to operate org within their scope) OR (3) whose act or omission may be imputed to the org for purposes of civil or criminal liability (could be anyone in org. really [Note: you can talk to former employee if at the time of the incident they were not employed there.][Note: the prohibition on communications with a repped person only applies in circumstances where the lawyer knows that the person is in fact repped (knowledge can be inferred)][Note further: if the lawyer does not know that person he spoke with is represented, communications are subject to 4.3 [Dealing with Unrepresented Person][Comment 4: Lawyer can advice a client to go talk to opposing counsel. Party to party is not prohibited]

R. 4.4 Respect for Rights of Third Person

In repping a client, a lawyer shall not use means that have no substantial purpose other than to embarrass, delay, or burden a third person, or use methods of obtaining evidence that violate the legal rights of such person. [In trial and cross examination of witness (class example), this would probably not be a violation; would best be handled by objections from opposing counsel. Ex. secret recording violates person's rights A lawyer who receives a document or electronically stored info relating to the rep of the lawyer's client and knows or reasonably should know that the document or electronically stored info was inadvertently sent shall promptly notify the sender. [Lawyer does not need to return or destroy doc or stored info. Is a matter of professional judgment (if applicable law does not require it). See Rules 1.2 and 1.4)] Also, rule does not address what happens when sender illegally obtained the doc. (and lawyer knows it). This would be a violation of 1.6

4.1 Truthfulness in statements to Others

In the course of repping a client, a lawyer shall not knowingly: (1) make a false statement of material fact or law to a third person; OR aka required to be truthful when dealing with other on a client's behalf but NO affirmative duty to inform an opposing party of relevant facts. [NOTE: misrepresentations can be the affirmation of a knowingly false statement, partially true but misleading statements, and omissions that equate to affirmative false statements.] (2) fail to disclose a material fact when disclosure is necessary to avoid assisting a criminal or fraudulent act by a client, unless disclosure is prohibited by Rule 1.6 [addresses the situation where a client's crime or fraud takes the form of a lie or misrepresensatation][Note: 4.1 only applies to statements of fact: In negotiations, estimates of price/value placed on the subject of a transaction and a party's intentions as to an acceptable settlement of a claim are NOT taken as statements of material fact.

R. 8.1 Bar Association and Disciplinary Matters

An applicant for admission to the bar, OR a lawyer in connection with a bar admission application OR in connection with a disciplinary matter, shall not: (1) knowingly make a false statement of material fact; OR (2) fail to disclose a fact necessary to correct a misapprehension known by the person to have arisen in the matter, OR knowingly fail to respond to a lawful demand for info from an admissions or disciplinary authority, EXCEPT THAT this rule does not require disclosure of info otherwise protected by 1.6. [also requires correction of any prior misstatement or an affirmative clarification of any misunderstanding on the part of the admissions or disciplinary authority of which the person involved becomes aware.] Note: if a person makes a material false statement in connection with an application of admission, it may be the basis for subsequent disciplinary action if the person is admitted. Note re 5th amendment: A person relying on the 5th amendment should do so openly and not sure the right of nondisclosure as a justification for failure to comply with 8.1. Note: A lawyer repping an applicant for admission to the bar, or representing a lawyer who is the subject of a dsciplainary inquiry or proceeding, is governed by the rules applicable to the client-lawyer relationship, including 1.6, and in some cases, 3.3. Remember: This also applies to to the lawyer that is representing the bar applicant and to the applicant once he becomes a lawyer... Remember attorney client privlege might bar attorney from disclosing certain info. Applies to both lawyer's own admission/discipline as well as others.

R. 1.13 Organization as Client

A lawyer employed or retained by a [private or government] organization represents the org acting through its duly authorized constituents. [Officer, directors, employees, and shareholders [and their equivalents] are the constituents. [To determine whether a communication between constituent and organization lawyer is protected by 1.6, determine which hat the constituent is wearing [is the client communicating in organization's capacity?] Although communications with constituents may be confidential, the constituents are not the lawyer's clients [lawyer cannot automatically disclose 1.6 stuff to them; must be impliedly explicitly or impliedly authorized by the org in order to carry out the rep or authorized by 1.6] Whistleblower Rule: If a lawyer for an organization knows that an officer, employee or other person associated with the org is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the org, OR a violation of law which reasonably might be imputed to the org, and that is likely to result in substantial injury to the org, the lawyer shall [must] proceed as is reasonably necessary in the best interests of the org. Unless the lawyer reasonably believes that it is not necessarily in the best interests of the org to do so, the lawyer shall refer the matter to higher authority in the org, including, if warranted by the circumstances, to the highest authority that can act on behalf of the org as determined by applicable law. [This only applies when the lawyer knows that the org is likely to be substantially injured by action that violates... and only applies to stuff that is related to the representation.] [When it is reasonably necessary to enable the org to address the matter in a timely and appropriate manner, the lawyer must refer the matter to higher authority. Except as provided in paragraph (d), IF (1) despite the lawyer's effors in accordance with above [proceeding in best interest], the highest authority that can act on behalf of org insists upon or fails to address in a timely and appropriate manner an action or a refusal to act, that is clearly violation of law, AND (2) IF the lawyer reasonably believes that the violation is reasonably certain to result in substantial injury to the org, then the lawyer may reveal info relating to the representation whether or not 1.6 permits such disclosure, but ONLY if and to the extent the lawyer reasonably believes necessary to prevent substantial injury to the org. [This permissive disclosure happens after the attorney has exhausted all internal parties and is still concerned about the corp suffering substantial injury. (must reasonably believe it though).][Note: If the org is publicly traded,m the public is getting hurt by the injury vs. closely held, just the private people is probably less egregious) The lawyer cannot reveal 1.6 info os described in the above rule if that info relates to the lawyer's engagement by an org to investigate an alleged violation of law, OR to defend the org or an officer, employee, or other constituent associated with the org against a claim arising out of an alleged violation of law. PP: Necessary in order to enable organizational clients to enjoy the full benefits of legal counsel. A lawyer who reasonably believes that he or she has been discharged because of the lawyer's actions pursuant to paragraphs (b) or (c) [proceeding in best interests/disclosing 1.6 info when necessary to prevent substantial injury], OR who withdraws under circumstances that require or permit the lawyer to take action under either of those paragraphs, shall proceed as the lawyer reasonably believes necessary to assure that the organization's highest authority is informed of the lawyer's discharge or withdrawal. Aka if you were fired for blowing whistle internally, must proceed to the org's highest authority, probably best if in writing. In dealing with an org's directors, officers, employees, members, shareholders, or other constituents, a lawyer shall explain the identity of the client when the lawyer knows or reasonably should know that the org's interests are adverse to those of the constituents with whom the lawyer is dealing. Aka a lawyer should advise such a constituent that the lawyer cannot rep such a constituent, and that such person may wish to obtain independent representation. [Care should be given so that the constituent with divergent interests understands 1) that lawyer cannot legally represent the individual constituent and 2) that discussions between the lawyer and the constituent may not be privileged.] Note: Whether interests are adverse enough to warrant the giving of such a warning depends on the facts of each case. Note: In derivative suits, lawyer typically reps the org; if however, the claim involves serious changes against those in control of the org, a conflict may arise between the lawyer's duty to the org and his relationship with the board. Rule 1.7 governs such a scenario. A lawyer repping an org may also rep any of its directors, officers, employees, members, shareholders, or other constituents, subject to the provisions of Rule 1.7 [current clients]. If the org's consent to the dual rep is required by Rule 1.7, the consent shall be given by an appropriate official of the org other than the individual who is to be represented, or by the shareholders. Note re applicability: Concurrent with all other Rules, including 1.2(d), 1.8, 1.16, 3.3, 4.1. Paragraph (c) supplements 1.6(b) by providing an additional basis upon which the lawyer may reveal info relating to the rep ONLY after going to the highest authority and that proving futile. In determining how to proceed: the lawyer shall give due consideration to the seriousness of the violation and its consequences, the scope and nature of the lawyer's representation, the responsibility in the org and the apparent motivation of the person involved, the policies of the org concerning such matters AND any other relevant considerations. [Any measures take: shall be designed to minimize disruption of the org AND the risk of revealing info relating to the representation to persons outside the org. Such measures may include, among others: (1) asking for reconsideration of the matter [e.g. re constituents's innocent misunderstanding of the law]; (2) advising that a separate legal opinion on the matter be sough for presentation to appropriate authority in the org; AND [at some point it may be useful or essential to obtain an independent legal opinion] (3) referring the matter to higher authority in org, including, if warranted by the seriousness of the matter, referral to the highest authority that can act on behalf of the org as determined by applicable law. [Note: even in circumstances where a lawyer is not obligated by Rule 1.13 to proceed, a lawyer may bring to the attention of an org client, including its highest authority, matters that the lawyer reasonably believes to be of sufficient importance to warrant doing so is in the best interest of the org.] [Note referral to higher authority may be necessary even if the lawyer has not communicated with constituents][look to org's policies first re channels for review] [Note: depending on the seriousness of the matter, lawyer may have an obligation to refer a matter to higher authority (here, consider the constituent's motives)]. The org's highest authority is typically the Board or its equivalent.

R. 5.2 Responsibilities of a Subordinate Lawyer

A lawyer is bound by the Rules of Professional Conduct notwithstanding that the lawyer acted at the direction of another person [That said, direction may be important in determining whether the lawyer had knowledge required to render conduct a violation of the Rules (e.g. frivolous suit filing). A subordinate lawyer does not violate the Rules of Professional Conduct if that Lawyer acts in accordance with a supervisory lawyer's reasonable resolution of an arguable question of professional duty.

R. 7.4 Communications of Fields of Practice and Specialization

A lawyer may communicate [in communications about the lawyer's servies] the fact that the lawyer does or does not practice in particular fields of law. Any such communication shall conform to the requirements of 7.1 [communications]. Except as provided by 7.4(a) and b below, a lawyer shall not state or imply that the lawyer is a specialist UNLESS the communication contains a dislclaimer that neither the Supreme Court of Missouri nor the Missouri bar reviews or approves certifying orgs or specialist designations. [(a) a lawyer admitted to engage in patent practice before the USPTO may use the designation "patent attorney" or substantially similar designation][(b) a lawyer engages in admiralty practice may use the designation "admiralty," "proctor in admiralty" or substantially similar designation.

R. 2.3 Evaluation for use by Third Persons

A lawyer may provide an evaluation [i.e. opinion] of a matter affecting a client for the use of someone other than the client if the lawyer reasonably believes that making the evaluation is compatible with other aspects of the lawyer's relationship with the client. [It's important to distinguish between who the lawyer is repping and a third party] When the lawyer knows or reasonably should know that the evaluation is likely to affect the client's interests and materially and adversely, the lawyer shall not provide the evaluation UNLESS the client gives informed consent [no requirement of confirmation in writing][in situations like described in the rule, however, lawyer must first obtain the client's consent after the client has been adequately informed concerning the important possible effects on the client's interests.] Except as disclosure is authorized in connection with a report of an evaluation, info relating to the evaluation is otherwise protected by 1.6 aka get consent

3.2 Expediting Litigation

A lawyer shall make reasonable efforts to expedite litigation consistent with the interests of the client. [It is not proper for a lawyer to routinely fail to expedite litigation solely for the convenience of the advocates.][Failure to expedite is unreasonable if it is done for the purpose of frustrating an opposing party's attempt to obtain rightful redress or repose.][It is not justification that similar conduct is typically tolerated by the bench or the bar][Inquiry: Whether a competent lawyer acting in good faith would regard the course of action as having some substantial purpose other than delay] NOTE: realizing some financial or other benefit from otherwise improprer delay in litigation is not a legitimate interest of the client.

3.7 Lawyer as Witness

A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a necessary witness UNLESS: (1) the testimony related to an uncontested issue (aka lawyer cannot act as witness when facts are disputed)(in "tainted jury" example, lawyer cannot be witness at motion for new hearing [but another lawyer from firm could if there is no conflict])(2) the testimony relates to the nature and value of the legal services rendered in the case, OR (3) disqualification of the lawyer would work substantial hardship on the client. [It is relevant that one or both parties could reasonably foresee that the lawyer would probably be a witness] A lawyer may act as advocate in a trial in which another lawyer in the lawyer's firm is likely to be called as a witness UNLESS precluded from doing so by Rule 1.7 [current] or 1.9 [ former] Note: If testifying lawyer would also be disqualified by R. 1.7 or 1.9 from repping the client in the matter, other lawyers in the firm will be precluded as well by R. 1.10 unless client gives informed consent under conditions set forth by 1.7.

Rule 3.1 Meretorious Claims and Contentions

A lawyer shall not bring or defend a proceeding, or assert or controvert an issue therein, UNLESS there is a basis in law and fact for doing so that is not frivolous, which includes good faith argument for an extension, modification, or reversal of existing law. A lawyer for the defendant in a criminal proceeding, or the respondent in a proceeding that could result in incarceration, may nevertheless defend the proceeding as to require that every element of the case be established. [NOTE: The action described above is not frivilous even if lawyer believes that the client's position will lose. Action is frivilous, however, if (1) the lawyer is unable to either make good faith arguments on the merits of the action taken OR (2) to provide a good faith argument for an extension, modification, or reversal of existing law in order to support the action taken [if the lawyer is unable to make one of these things, its frivolous key is: good faith basis in fact or law]`

1.8 Conflicts of Interest: Current Clients: Specific Rules

A lawyer shall not enter into a business transaction with a client OR knowingly acquire ownership, possessory, security, or pecuniary interests adverse to a client UNLESS: (1) the transaction and the terms on which the lawyer acquires the interest are fair and reasonable to the client and are fully disclosed and transmitted in writing in a manner that can be reasonably understood; [if the client is independently represented [see below], NOTE: full disclosure is satisfied by either a written disclosure by the lawyer involved in the transaction OR by the client's independent counsel and the fact that client was independently represented speaks to fairness of agreement. This is the prong that business transactions normally fail under -- since all three have to be met. GUIDANCE: look at the timing, price, etc. does it look opportunistic? (2) the client is advised in writing of the desirability of seeking and is given a reasonable opportunity to seek the independent advice of legal counsel in the transaction; AND [NOTE: This prong does not apply when client is already independently repped in transaction.] (3) the client gives informed consent, in a writing signed by the client, to the essential terms of the transaction and the lawyer's role in the transaction, including whether the lawyer is representing the client in the transaction. [Informed consent needs to be a separate document; singing sale contract is NOT sufficient.][The rule does not apply to standard commercial transactions between the lawyer and the client for products and services that the client generally markets to others [e.g. banking and brokerage services (primarily because the lawyer has no advantage here in dealing with the client)]. A lawyer shall not use info relating to the representation of a client to the disadvantage of the client UNLESS the client ives informed consent, except as permitted or required by these RULES. [such info violated the lawyer's duty of loyalty] A lawyer shall not solicit any substantial gift from the client, including a testamentary gift, OR prepare on behalf of a client an instrument giving the lawyer (or person related to the lawyer) a substantial gift unless the lawyer (or other recipient) is related to the client. NOTE: Related persons include: spouse, child, grandchild, parent, grandparent OR other relative or individual with whom the lawyer or client maintains a close familial relationship. NOTE: a lawyer may accept a gift from a client, if the transaction meets general standards of fairness [e.g. simple holiday gift as token of appreciation] NOTE further: If a client OFFERS the lawyer a substantial gift, lawyer is allowed to accept it, but such gift may be voidable by the client under the doctrine of undue influence [which treats client gifts as presumptively fraudulent][If effectuation of a substantial gift requires preparing a legal doc like a will, the client should seek advice from a detached attorney for this [unless the client is a relative of the donee] [ even the mere suggestion of a substantial gift (if unrelated) is a violation of the rule. Prior to the conclusion of representation of a client, a lawyer shall not make or negotiate an agreement giving the lawyer literary or media rights to a protrayal or account based in substantial part on info relating to the representation. [Does not prohibit a lawyer repping a client in transaction concerning literary property from agreeing that the lawyer's fee shall consist of a share in ownership of the property as long as complies with Rule 1.5] [The lawyer could negotiate cut after the representation!] A lawyer shall not provide financial assistance [e.g. loans for living expenses] to a client in connection with pending or contemplated litigation, EXCEPT THAT: (1) may advance court costs and expenses of litigation [e.g. medical exam, costs of obtaining and presenting evidence], the repayment of which may be contingent on the outcome of the matter; and (2) a lawyer representing an indigent client may pay court costs and expenses on behalf of the client [regardless of whether these funds will be repaid]. A lawyer shall not accept compensation for representing a client from anyone other than the client UNLESS: The client gives informed consent [re payment + identity of payer; here, is pretty low standard] AND lawyer determines there is no interference with the lawyer's independence of professional judgement OR with the client lawyer relationship; AND Info relating to the rep of the client is protected as required by R. 1.6. NOTE: if fee arrangement creates a conflict of interest of the lawyer, lawyer must comply with Rule 1.6 (i.e. fee arrangement creates significant risk of material limitation). A lawyer who represents two or more clients shall not participate in making an aggregate settlement of the claim for or against the clients, or in a criminal case an aggregates agreement UNLESS each client gives informed consent in a writing signed by the client A lawyer shall not: (1) make an agreement prospectively limiting the lawyer's liability to a client for malpractice UNLESS the client is independently represented in making the agreement; OR (2) settle a claim or potential claim for such liability with an unrepresented client OR former client unless that person is advised in writing of the desirability of seeking and is given a reasonable opportunity to seek the advice of independent legal counsel in connection therewith. [NOTE: First prong does not prohibit the lawyer from entering into an agreement to arbitrate legal malpractice claims, provided that such agreements are enforceable and the client it fully informed of the scope and effect of the agreements.] A lawyer shall not acquire a proprietary interest in the cause of action OR subject matter of the litigation the lawyer is conducting for a client, EXCEPT that the lawyer may: (1) acquire a lien authorized by law to secure the lawyer's fee or expenses; and (2) contract with a client for a reasonable contingent fee in a civil case [governed by 1.5] NOTE: if lawyer is acquiring by contract a security interest in property other than that recovered through the lawyer's litigation efforts, acquisition is treated under the biz transactions rules above. A lawyer shall not have sexual relations with a client UNLESS a consensual sexual relationship existed between them when the client lawyer relationship commenced. [Prior to undertaking representation, the lawyer should consider whether ability to rep client will be materially limited by the relationship under 1.7 ][e.g. when lawyer advances sexually on client, it's immediately a personal interest conflict under 1.7(a)(2).][When client is an org (whether inside or outside counsel) is prohibited from having a sexual relationship with a constituent of the org who supervises, directs or regularly consults with THAT lawyer concerning the organization's legal matters. RULE: THE prohibitions in 1.8 are imputed to all of the lawyers associated in a firm, except for prohibition regarding sexual relations. [e.g. a lawyer in a firm may not enter into a business transaction with a client belonging to another member of the firm without complying with the requirements above re business transactions.

R. 3.3 Candor Toward the Tribunal

A lawyer shall not knowingly: (1) make a false statement of fact or law to a tribunal or fail to correct a false statement of material fact or law previously made to the tribunal by the lawyer; Note: there are circumstances where failure to make a disclosure is equivalent of an affirmative misrepresentation (e.g. class example, need to disclose that judge made clerical error, court said in sentencing that client has no criminal record, but you know that is not true.) Note: don't have to offer up factual evidence; what you offer up just has to be accurate. (2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the lawyer to be directly adverse to the position of the client AND not disclosed by opposing counsel; OR (3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer's client, or a witness called by the lawyer, has offered material evidence and the lawyer comes to know its falsity, the lawyer shall take reasonable remedial measures including, if necessary, disclosure to the tribunal. A lawyer may refuse to offer evidence, other than the testimony of a defendant in a criminal matter, that the lawyer reasonably believes is false [aka lawyer can but doesn't have to present such evidence]Note: Cannot offer such evidence regardless of client's wishes; If a lawyer knows that the client intends to testify falsely or wants the lawyer to introduct false evidence, the lawyer should seek to (1) persuade the client that the evidence should not be offered. If persuation is ineffective and the lawyer continues to rep the client, the lawyer must (2) refuse to offer the false evidence. Note further: If the lawyer later comes to know that the testimony was false, remedial measures = (1) remonstrating with client confidentially, advising the client of lawyer's duty of candor to tribunal and seek client's cooperation with respect to the withdrawal or correction of the false statements or evidence. If that fails, (2) withdrawal (but if that is not permitted or will not undo the effect of the false evidence, the advocate must disclose to the tribunal as must as is reaonsably necessary to remedy the situation, even if doing so reveals 1.6 confidential info. [judge has discretion to decide was to do from that point][Note further further: the prohibition only applies if the lawyer knows that the evidence is false. A lawyer's reasonable belief that evidence is false does not preclude its presentation; that said, knowledge that evidence is false can be inferred from circumstances. A lawyer who reps a client in an adjudicative proceeding AND who knows that a person [any person] intends to engage, is engaging, or has engaged in criminal or fraudulent conduct related tot he proceeding shall take reasonable remedial measures, including, if necessary, disclosure to the tribunal. [NOTE: This rule focuses on criminal or fradulent conduct that undermines the integrity of the adjudicative process (e.g. bribing, intimidating, unlawfully communicating with witnesses, jurors, court officials or other participants in the proceeding, unlawfully destroying or concealing evidence or failing to disclose info to the tribunal when required by law to do so). The duties stated in the above paragraphs continue to the conclusion of the proceeding, and apply even if compliance requires disclosure of info otherwise protected by R. 1.6. Conclusion = Final judgment has been affirmed on appea; or the time for review has passed or representation has ended [whichever is sooner, per Pratzel] Remember: trumps 1.6 confidentiality In an ex pare proceeding, a lawyer shall inform the tribunal of all material facts known to the lawyer that will enable the tribunal to make an informed decision, whether or not the facts are adverse. [Ex parte proceedings are proceedings where only one party is present, e.g. restraining order proceedings] Note: 3.3 applies to ancillary proceedings conducted pursuant to the tribunal's adjudicative authority (e.g. deposition) - if the lawyer's client or witness offers false deposition testimony, the lawyer must take reasonable remedial measures Note Further: Duties apply to all lawyers, even defense counsel in criminal cases and prosecutors. Withdrawal after duty of candor? Not required but under 1.16 may be required to seek permission if relationship has deteriorated with client to point of no return.

R. 7.1 Communication Concerning Lawyer's Services

A lawyer shall not make a false or misleading communication about the lawyer OR the lawyer's services. [A communication is false if it contains a material misrepresentation of fact OR law.][A communication is misleading if it: (1) omits a fact as a result of which the statement considered as a whole is materially misleading; (2) is likely to create an unjustified expectation about results the lawyer can acheive; (3) proclaims results obtained on behalf of clients, such as the amount of damage award or the lawyer's record of obtaining favorable verdicts or settlements, without stating that past results afford no guarantee of future results [disclaimer] AND that every case is different and must be judged on its own mertis; verifiable statements regarding the number of cases tried or handled in a particular area are allowed without the disclaimer language; presumption that statement is misleading does not apply to non-profit funded in whole or in party by Legal Services Corporation or to probono services by a nonprofit, court-annexed program, a bar association, OR an accredited law school.] (4) states or implied that the lawyer can achieve results by means that violate the Rules or other law; (5) compares the quality of a lawyer's or law firm's services with other lawyers' services, UNLESS the comparison can be factually substantiated; (6) advertises for a specific type of case concerning which the lawyer has neither experience nor competence; (7) indicates an area of practice in which the lawyer routinely refers matters to other lawyers without conspicuous identification of such fact; (8) contains any paid testimonial about or endorsement of the lawyer without identification of the fact that payment has been made for the testimonial or endorsement; [PP: public has the opportunity to evaluate credibility of statement; (9) contains any simulated portrayal of a lawyer, client, victime, scene, or event without conspicuous identification of the fact that it is a simulation; [primarily concerned with electronic media simulations] [PP: disclosure counteracts any suggestion that the rep is portrayal of actual fact. NOTE: communications that contain a picture or other lawyer or lawyers providing legal services that are subject to the advertisement are permitted] (10) provides an office address for an office staffed only part-time or by appointment only, without conspicuous identification of such fact; OR (11) states that legal services are available on a contingent or no-recovery-no-fee basis without stating conspicuously that the client may be responsible for costs or expenses, If that is the case. Other comment rules: Re "price" advertising [is not discouraged BUT]: Characterization of rates or fees as "cut rate," "lowest," "discount" or "special" is misleading UNLESS the comparison can be factually sustained [i.e. better be a discount]; Re influencing improperly judges, public officials, and legislative bodies: a communication is false or misleading if it states or implies that the lawyer is able to influence improperly or upon irrelevant grounds any tribunal, legislative body, or public official; Re portraying a former judge [and now lawyer] A communication that portrays a former judge in a robe or in the courtroom accompanied by a reference to the lawyer as "judge" may be misleading as it may create an unjustified expectation about results the lawyer can achieve. Note: 7.1 governs all communications about lawyer's services, including advertising permitted by 7.2. Whatever means are used to make known a lawyer's services, statements about them should be truthful.

R. 8.2 Judicial and Legal Officials

A lawyer shall not make a statement that the lawyer knows to be false or with reckless disregard as to its trust or falsity concerning the qualification or integrity of a judge, adjudicatory officer, or public legal officer, OR of a candidate for election or appointment to judicial or legal office. Note: honest and candid opinions are productive, but false statements can unfairly undermine public confidence in the admin of justice aka you criticize a judge's opinion BUT not the judge himself) Note: to maintain fair and independent administration of justice, lawyers are encouraged to continue traditional efforts to defend judges and courts unjustly criticized. False or reckless disregard = objective standard - doesn't really matter whether attorney believed it or not. Think instead about a "reasonable attorney" A lawyer who is a candidate for judicial office shall comply with the applicable provisions of the Code of Judicial Conduct.

1.5 Fees

A lawyer shall not make an agreement for, charge, or collect an unreasonable fee or an unreasonable amount for expenses. Lawyer may seek reimbursement for costs of services performed in-house, like copying, phone charges, etc. Must charge reasonable amount to (1) which the client has agreed in advance or (2) an amount that reasonably reflects the costs incurred by the lawyer. Inappropriate contingent fees: For repping a client in a criminal case; "any fee in a domestic relations matter, the payment or amount of which is contingent upon the securing of a divorce or upon the amount of alimony or support, or property settlement in lieu thereof."` When the division of fees between lawyers who are not in the same firm may be made: The division is in proportion to the services performed by each lawyer r each lawyer assumes joint responsibility for the representation; the client agrees to the arrangement, including the share each lawyer will receive, and the agreement is confirmed in writing; and the total fee is reasonable. Lawyer may require advance payment of fee, but is obligated to return any unearned portion.

R. 5.6 Restrictions on Right to Practice

A lawyer shall not participate in offering or making: (1) a partnership, shareholders, operating, employment, or other similar type of agreement that restricts the right of a lawyer to practice after termination of the relationship, EXCEPT an agreement concerning benefits upon retirement; OR [aka only restrictions incident to provisions concerning benefits upon retirement are ok](2) an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a client controversy. Prohibits lawyer from agreeing not to rep other persons in connection w/ settling claim on behalf of client. Note: this rule does not apply to prohibit restrictions that may be included in the terms of the sale of a law practice

R. 5.5 Unauthorized Practice of Law; Multijurisdictional Practice of law

A lawyer shall not practice law in a jurisdiction in violation of the regulation of the legal profession in that jx, or assist another in doing so.[Basically this is a prohibition against the unauthorized practice of law by a lawyer, whether through direct action or by the lawyer assisting another person. PP: protect against unqualified persons][This rule does not prohibit a lawyer from employing services of paraprofessionals and delegating functions to them A lawyer who is not admitted to practice in this jurisdiction shall not: (1) except as authorized by these Rules or other law, establish an office or other systematic and continuous presence in this jurisdiction for the practice of law [presence may be systematic or continuous even if lawyer is not there]; OR hold out to the public or otherwise represent that the lawyer is admitted to practice law in this jurisdiction. A lawyer admitted in another United States jurisdiction AND not disbarred or suspended from practice in any jx. may provide legal services on a temporary basis in this jx, that: (1) are undertaken in association with a lawyer who is admitted to practice in this jx. and who actively participates in the matter; (2) are in or reasonably related to a pending or potential proceeding before a tribunal in this or another jx,m if the lawyer, or person the lawyer is assisting, is authorized by law or order to appear in such proceeding OR reasonably expects to be so authorized; [aka the lawyer is authorized by law, order, informal practice to appear before the tribunal OR agency [e.g. pro hac vice]] (3) are in or reasonably related to a pending or potential arbitration, medication, or other alternative dispute resolution proceeding in this or another jurisdiction, if the services arise out of or are reasonably related to the lawyer's practice in a jurisdiction in which the lawyer is admitted to practice AND are not services for what the forum requires pro hac vice admission; OR (4) are not within paragraphs (2) and (3) and arise out of or are reasonably related to the lawyer's practice in a jurisdiction in which the lawyer is admitted to practice (e.g. lawyer's client has been previously represented by the lawyer, or is a resident in or has substantial contacts with the jurisdiction in which the lawyer is admitted, aspects of work involve the jurisdiction, draw on lawyer's recognized expertise developed a particular body of federal naturally-uniform law.) [Not on temporary basis]: A lawyer admitted in another United States jurisdiction or in a foreign jx, and not disbarred or suspended from practice in any jx or equivalent thereof, may provide legal services though an office or other systematic and continuous presence in this jx that [only rule that allows US/Foreign lawyer to establish presence without being admitted: (1) Are provided to the lawyer's employer or its organizational affiliates; are not services for which the forum requires pro hac vice admission; AND, when performed by a foreign lawyer and requires advice on the law of this, of another jx, or of the U.S., such advice shall be based upon the advice of a lawyer who is duly licensed and authorized by the jx. to provide such advice; OR Note: This paragraph does not authorize the provision of personal legal services to the employer's officers or employees. It only applies to US/foreign lawyer who is employed by a client to provide legal services to the client OR its organizational affilliates. Applies to in-house attorneys who are employed to render services to the employer.] (2) are services that the lawyer is authorized by federal or other law or rule to provide in this jx. Note: except for these two circumstances, a lawyer who is admitted to practice law in another United Sates or foreign jx, must become admitted in order to practice law generally in this jursdiction. For purposes of the immediate rule paragraph above, the foreign lawyer must be a member in good standing of a recognized legal profession in a foreign jx, the members of which are admitted to practice as lawyer or counselors at law or equivalent, and are subject to effective regulation and discipline by a duly constituted professional body or public authority. Rule: A lawyer who practices law in this jx., pursuant to the above rules [temporary and general] is subject to the disciplinary authority of this jurisdiction. Note: That in some situations, a lawyer lawyer who practices law in the jurisdiction pursuant to the above, may have to inform the client that the lawyer is not license to practice law in this jx. (e.g. may be required when the rep occurs primarily in this jx and requires knowledge of the law of this jx.

1.6 Confidentiality of Information

A lawyer shall not reveal info relating to the representation [very broad] of a client unless (1) the client gives informed consent, (2) the disclosure is impliedly authorized in order to carry out the rep or (3) the disclosure is permitted below [ remember, you just need one of the three]. This prohibition also applies to disclosures that could reasonably lead to the discovery of protected information by a third person (e.g. even a name). Rule below: a lawyer may [permissive] reveal info to the extent the lawyer reasonably believes necessary: (1) to prevent reasonably certain death or substantial bodily harm (2) to prevent the client from committing a crime or fraud that is reasonably certain to result in substantial injury to the financial interest or property of another AND in furtherance of which the client has used or is using the lawyer's services. [Pratzel - In abusing client-lawyer relationship, client forfeits protections; client can prevent disclosure by refraining from the wrongful conduct.] (3) to prevent, mitigate, or rectify substantial injury to the financial interest or property of another that is reasonably certain to result or has resulted from the client's commission of a crime or fraud in furtherance of which the client has already used the lawyer's services [applies to situation where the lawyer learns of fraud AFTER it has been consummated. Note: this does not apply when a person has committed a crime or fraud and thereafter employs a lawyer for rep concerning that offense. (4) To secure legal advice about the lawyer's compliance with the ethics rules [by consulting with another lawyer, typically without a fee and without intending to create an additional-lawyer client relationship] (5)(a) to establish a claim or defense on behalf of the lawyer in a controversy of lawyer v. client;(b) to establish a defense to a criminal charge or civil claim vs. lawyer based on conduct in which the client was involved; (c) to respond to any proceeding concerning the lawyer's rep of the client [applies to both current and former clients; Also does not require the lawyer to wait for the commencement of the action (accusation is enough)] (6) to comply with other law or court order(other law: when other law appears to compel disclosure, lawyer must discuss the matter to the extent required by 1.4 and if other law supersedes Rules, must comply) (court order: Absent informed consent of the client to do otherwise, the lawyer should assert on behalf of the client all non-frivilous claims that (1) the order is not authorized by other law OR (2) that the info sought is protected by the attorney-client privilege or other applicable law (i.e. must trust to quash subpeona) if court rules adversely, must consult with client to the extent required by 1.4. IF review is not sought, 1.6 allows compliance with the order. When going to disclose you should seek to limit access (e.g. protective order). (7) to detect and resolve conflicts of interest arising from the lawyer's change of employment or from changes in the composition or ownership of a firm, but only if the revealed information would not compromise changes in the composition or ownership of a firm, but only if the revealed info would not compromise (1) the attorney client privilege OR (2) otherwise prejudice the client.

R. 6.2 Accepting Appointment

A lawyer shall not seek to avoid appointment by a tribunal to represent a person except for good cause, such as: (1) repping the client is likely to result in violation of Rules or other law; e.g. lawyer could not handle the matter competently (2) repping the client is likely to result in an unreasonable financial burden on the lawyer; OR (c) the client the client or the client or the cause is so repugnant to the lawyer as to be likely to impair 1) the client-lawyer relationship or (2) the lawyer's ability to represent the client.

R. 7.5 Firm Names and Letterheads

A lawyer shall not use a firm name, letterhead, or other professional designation that violated Rule 7.1 [communications]. A trade name may be used by a lawyer in private practice IF it does not imply a connection with a government agency or with a public or chartiable legal services org and it not otherwise in violation of Rule 7.1 [Note: use of trade names is OK so long as it is not misleading (e.g. if private firm is using a geography in the name, should probably include an express disclaimer stating you are not a public agency; also misleading to use the name of a lawyer not associated with the firm or predecessor firm)] A law firm with offices in more than one jx may use the same name or other professional designation in each jx, but identification of the lawyers in an office of the firm shall indicate the jurisdictional limitations on those not licensed to practice in the jx. where the office is located. The name of a lwyer holding public office shall not be used in the name of a law firm, or in communications on its behalf, during any substantial period in which the lawyer is not actively and regularly practicing in with the firm. Lawyers may state or imply that they practice in a partnership or other org only when that is the fact. i.e. lawyers that share office facilities, but who are not in fact associated with each other in a law firm, cannot denominate themselves as "Smith and Jones," because the title suggests that they are practicing law in the same firm. Note: deceased is ok to put in firm's name where there has been continuing succession in firm's identity.

Fairness to Opposing Party and Counsel

A lawyer shall not: (1) Unlawfully obstruct another party's access to evidence or unlawfully alter, destroy, or conceal a document or other material having potential evidentiary value. A lawyer shall not counsel or assist another person to do any such act; [(1) applies to evidentiary material generally including computerized info. Applicable law may permit a lawyer to take temporary possession of physical evidence of client crimes for the purpose of conducted a limited examination that will not alter or destroy material characteristics of the evidence.][NOTE: case does not even have to be pending; just reasonably foreseeable then you cant destroy][Note: Companies are allowed to have a purging/client retention system for documents if it is prudent for the company... Client rentention laws must be met though (2-3 years typically) (2) Falsify evidence, counsel or assist a witness to testify falsely, or offer an inducement toa witness that is prohibited by law; [Note: it is not improper to pay a witness's expenses or to compensate an expert witness on terms permitted by law. CL rule: it is improper to pay an occurence witness any fee for testifying and that it is improper to pay an expert witness a contingent fee. (3) knowingly disobey an obligation under the rules of a tribunal, EXCEPT for an open refusal based on an assertion that no valid obligation exists; (4) in pretrial procedure, make a frivolous discovery request or fail to make reasonably diligent effort to comply with a legally proper discovery request by an opposing party; (5) in trial, (i) allude to any matter that the lawyer does not reasonably believe is relevant OR that will not be supported by admissible evidence (ii) assert personal knowledge of facts in issue except when testifying as a witness, or (iii) state a personal opinion as to the justness of a cause, the credibility of a witness, the culpability of a civil litigant or the guilt or innocence of an accused; OR (6) request a person other than a client to refrain from valuntarily giving relevant info to another party UNLESS: (1) the person is a relative or an employee or other agent of a client; AND [this permits a lawyer to advise employees (agent) of a client to refrain from giving info to another party... see also rules 4.2] (2) the lawyer reasonably believes that the person's interests will not be adversely affected by refraining from giving such information.

R. 3.5 Impartiality and Decorum of the Tribunal

A lawyer shall not: (1) seek to influence a judge, juror, prospective juror or other official by means prohibited by law; (2) communicate ex parte with such a person during the proceeding UNLESS authorized to do so by law or court order ["such persons" = persons serving in an official capacity in the proceeding], (3) communicate with a juror or prospective juror after discharge of the jury IF [otherwise, can communicate]: (1) the communication is prohibited by law or court order; (2) the juror has made known to the lawyer a desire not to communicate; OR (3) the communication involves misrepresentation, coercion, duress or harassment; (i.e. lawyer cannot engage in improper conduct during the communication); (4) engage in conduct intended to disrupt a tribunal. aka don't be abusive to a judge, be professional, be patient and not beligerent; this duty applies to any proceeding of a tribunal, including a deposition

1.1 Competence

A lawyer shall provide competent representation to a client. Competent representation requires the (1) legal knowledge and skill and (2) thoroughness and preparation reasonably necessary for the representation.

1.4 Communication

A lawyer shall: (1) Promptly inform the client of any decision or circumstance with respect to which the client's informed consent, is required. (2) Reasonably consult with the client about the means by which the client's objectives are to be accomplished (3) Keep the client reasonably informed about the status of the matter (4) Promptly comply with reasonable requests for info, and (5) consult with client about any relevant limitation on the lawyer's conduct when the lawyer knows that the client expects assistance not permitted by MPC or other law When can lawyer withhold info? - Lawyer may delay transmission of info when the client would be likely to react imprudently to an immediate communication - A lawyer may not wtihhold info to serve lawyer's own interest or convenience -See rule 3.4 A lawyer shall explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the rep.

1.9 Duties to former Clients [Same or substantial relationship test]

A lawyer who has formally represented a client in a matter shall not thereafter rep another person in the same or substantially related matter in which that person's interests are materially adverse to the interests of the former client UNLESS the former client gives informed consent, confirmed in writing. A lawyer shall not knowingly represent a person in the same or substantially related matter in which a firm with which the lawyer formerly was associated had previously represented a client: whose interests are materially adverse to that person AND about whom the lawyer had acquired info protected by 1.6 and 1.9(c) below that is material to the matter; Unless the former client gives informed consent, confirmed in writing. [this prong disqualifies the lawyer only when the lawyer involved has gained actual knowledge of the info protected by 1.6 and 1.9(c). If lawyer doesn't, neither he nor new firm is disqualified from repping another client in the same matter, even if the interests of the two clients conflict. 1.9(c) a lawyer who has formerly represented a client in a matter or whose present or former firm has formerly represented a client in a matter shall not thereafter: (1) use info relating to the rep to disadvantage the former client EXCEPT as these Rules would permit or require with respect to a client, OR when the info has become generally known; OR [NOTE: Current and former government lawyers must also comply to 1.9 to the extent required by Rule 1.11]. A lawyer changing professional association has a continuing duty to preserve confidentiality of info about a client formerly repped. [a lawyer's involvement in a "matter": inquiry is whether the lawyer was so involved in the matter that the subsequent rep can be justly regarded as a changing of sides in the matter in question. ]["Substantially related" [here] = matter that involves the same transaction/legal dispute OR if there is otherwise a substantial risk that confidential factual info would normally have been obtained in the prior rep would materially advance the new client's position.][Also consider whether info obtained in a prior representation has been rendered obsolete due to time.][If former client is an org, general knowledge of the client's policies/practices will not typically preclude the subsequent rep; HOWEVER, knowledge of specific facts that are relevant to matter will][NOTE: client does not have to reveal which specific confidential info has risk of exposure; a conclusion about the possession of such info may be based on what info would be learned in ordinary practice][Pratzel notes: Does simply being a codefendant in a prior representation (guy was not specifically your lawyer) trigger 1.9? Yes; there's an assumption that codefendants share information.]

3.6 Trial Publicity

A lawyer who is participating or has participated in the investigation or litigation of a matter shall not make an extrajudicial statement that the lawyer knows or reasonably should know will be disseminated by means of public communication and will have a substantial likelihood of materially prejudicing an adjudicative proceeding in the matter. Note: rule only applies to lawyers who are, or who have been involved in the investigation or litigation of a case, and their associates; Note: Criminal jury trials will typically be most sensitive to extrajudicial speech. Notwithstanding paragraph above, a lawyer may state [permissionle extrajudicial statements, non-exhuaustive]: (1) claim offense, or defense invovled, and EXCEPT when prohibited by law, the identity of the persons involved [be careful when release ID of a witness]; (2) info contained in the public record; (3) that an investigation of a matter is in progress; (4) the scheduling or result of any step in litigation; (5) a request for assistance in obtaining evidence and info necessary thereto; (6) a warning of danger concerning the behavior of a person involved, when there is a reason to believe that there exists the likelihood of substantial harm to an individual or to the public interest; AND (7) in a criminal case, in addition to (1) through (6): (a) the identity, residence, occupation and family status of the accused; (b) if the accused has not been apprehended, information necessary to aid in apprehension of that person; (c) the fact, time, and place of arrest; and (d) the identity of investigating and arresting officers or agencies and the length of the investigation Notwithstanding the first rule above, a lawyer may make a statement that a reasonable lawyer would believe is required to protect a client from the substantial undue prejudicial effect of recent publicity not initiated by the lawyer or the lawyer's client. A statement made pursuant to this paragraph shall be limited to such info as is necessary to mitigate the recent adverse publicity. No lawyer associated in a firm or government agency with a lawyer subject to the first rule above shall make a statement prohibited by that rule [imputation to firm/government agency]

6.5 Nonprofit and Court Annexed Limited Legal Service Programs

A lawyer who, under the auspices of a program sponsored by a nonprofit org or court, provides short-term limited legal services to a client without expectation by either the lawyer or the client that the lawyer will provide representation in the matter (1) is subject to rules 1.7 [current] and 1.9 [former clients, materially adverse, written consent] ONLY if the lawyer knows that the representation involves a conflict of interest; AND PP: since not feasible to systematically check for conflicts, compliance with 1.7 or 1.9(A) is only required if the lawyer knows that the rep presents a conflict of interest for the lawyer, and R. 1.19 only if the lawyer knows that another lawyer in the lawyer's firm is disqualified by Rules 1.7 or 1.9(a) in the matter (2) is subject to 1.10 [imputation] only if the lawyer knows that another lawyer associated with the lawyer in a law firm is disqualified by R. 1.7 or 1.9(A) with respect to the matter. Except as provided in paragraph(2) above, Rule 1.10[imputation] is inapplicable to a representation governed by Rule 6.5 aka no automatic imputation unless lawyers knows that firm is disqualified. Note: If, after commencing a short-term limited representation in accordance with this Rule, a lawyer undertakes to represent the client in the matter on an ongoing basis (1.7, 1.9, and 1.10 become applicable. Note: a lawyer who provides short term limited legal services pursuant to this Rule must secure the client's informed consent to the limited scope of the representation. Note: Except as provided in 6.5, the Rules, including 1.6 and 1.9(C), are applicable to the limited representation.

R. 5.1 Responsibilities of Partners, Managers, and Supervisory Lawyers

A partner in a law firm, and a lawyer who individually or together with other lawyers possesses comparable managerial authority in a law firm, shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that all lawyers in the firm conform with the Rules of PC. [Possession of managerial authority over professional work of the firm is key; includes lawyers having comparable managerial authority in associations like legal orgs, government agencies, law departments, and lawyers who have intermediate managerial responsibilities at the firm.][Effect measures: establish internal policies and procedures designed to provide reasonable assurance E.g. policies designed to detect and resolve conflicts, identify dates actions must be taken in pending matters, account for client funds and property, ensure that inexperienced attorneys are unsupervised, etc.][Measures required may depend on firm structure: e.g. small firm informal period review probably ok; large firm: more elaborate probably necessary, e.g. ethics hotlines. Both types of firms may rely on CLEs in professional ethics. A lawyer having direct supervisory authority over another lawyer shall make reasonable efforts to ensure that the other lawyer conforms to the Rules of PC. A lawyer shall be responsible for another lawyer's violation of the Rules of PC if (see also 8.4): (1) the lawyer [regardless of level] orders or, with knowledge of the specific conduct, ratifies the conduct involves; OR (2) the lawyer is a partner or has comparable managerial authority in the law firm in which the other lawyer practices, or has direct supervisory authority over the other lawyer, and knows of the conduct at the time when its consequneces can be avoided or mitigated but fails to take reasonable remedical action [appropriate remedial action by a partner/managing lawyer would depend on the immediacy of that lawyer's involvement and the seriousness of the misconduct][A supervisor must intervene to prevent avoidable consequences of misconduct (under this rule note that violation has likely already occurred)]

Rule. 1.18 Duties to Prospective Client

A person who consults with a lawyer about the possibility of forming a client-lawyer relationship with respect to a matter is a prospective client. [aka requires consultation. Whether communications (written, oral, electronic, etc.) = consultation depends on the circumstances. [e.g. specific solicitation that invites info about a potential rep without clear and reasonably understandable warnings that limit lawyer's obligations, and person responds vs. response to an advertisement that just describes the lawyer's education, experience, contact info, etc.][Person has to communicate with a reasonable expectation that the lawyer is willing to discuss the possibility of forming a client-lawyer relationship.][A person who communicated with a lawyer for the purpose of disqualifying the lawyer is not a "prospective client"]. Even when no client-lawyer relationship ensues, a lawyer who has learned info from a prospective client shall not use or reveal that info, except as Rule 1.9 [Former Clients] would permit with respect to info of a former client. A lawyer subject to the above rule (paragraph b) shall not rep a client with interests materially adverse to those of a prospective client in the same or a substantially related matter IF the lawyer received info from the prospective client that could be significantly harmful to that person in the matter, EXCEPT as provided in paragraph (d) (below). If a lawyer is disqualified from rep under this paragraph, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue rep in such matter, except as provided below [this is imputation, as provided in 1.10][Note: lawyer may condition consultation with prospective client on the person's informed consent that regardless of any info disclosed, lawyer can rep other clients in the matter or even use info disclosed][Note: lawyer can rep client that has iterests adverse aas long as he has not received potentially damaging info from the prospective client] When the lawyer has received disqualifying info as defined above [received damaing info from prospective client and is precluded from repping a different client], representation is permissible [and imputation can be avoided] IF: (1) both the affected client and the prospective client have given informed consent, confirmed in writing, OR [chance of this happening is super low]; the lawyer who received the info took reasonable measures to avoid exposure to more disqualifying info than was reasonably necessary to determine whether to represent the prospective client; AND (i) the disqualified lawyer is timely screened from any participation in the matter and is apportioned no part of the fee therefrom; AND (ii) written notice is promptly given to the prospective client

Work Product Doctrine

Any work product done by the lawyer in anticipation of litigation. Ordinary Work Product: Tangible material, or its intangible equivalent in unwritten or oral form (other than underlying facts), prepared b a lawyer for litigation then in progress or in reasonable anticipation of future litigation. TEST: Whether the lawyer reasonably anticipated litigation. Lower Protection than opinion work product: Party may discover ordinary work product AFTER showing " substantial need," e.g. a witness becomes unavailable. Opinion Work Product: Work product is the record of an attorney's mental impressions, ideas or strategies, and is almost never subject to discovery. High Protection: Immune from discovery or other compelled disclosure unless extraordinary circumstances justify disclosure.

R. 7.3 Direct Contact with Prospective Clients

Applicability: 7.3 applies to in-person and written solicitations by a lawyer with person known to need legal services of the kind provided by the lawyer in a particular matter for the purpose of obtaining professional employment. [Note: 7.3 provisions do not apply to services by nonprofits or probono services provided by nonprofits, court annexed programs, bar associations, accredited law schools.][Note: 7.3 is not intended to prohibit a lawyer from contacting reps or orgs or groups that may be interested in establishing a group or prepaid legal plan for their members, insureds, beneficiaries, or other third parties for the purpose of informing such entities of the availability of and details concerning the plan or arrangement that the lawyer or lawyer's firm is willing to offer. This form of communication is not directed to a prospective client (lawyer communicates with a representative who is acting on behalf of the prospectives). In-Person Solicitation: A lawyer may not initiate the in-person, telephone, or real-time electronic solicitation of legal business under any circumstance, other than with an existing or Former client, lawyer, close friend, or relative. [Note: rule is not intended to prohibit a lawyer from participating in constitutionally protected activities of public or charitable legal service organizations or bona-fide political, social, civic, fraternal, employee or trade orgs whose purposes include providing or recommending legal services to its members or beneficiaries. Written Solicitation: A lawyer may initiate written soliciations to an existing or former client, lawyer, friend [close requirement], or relative without complying with the requirements of this rule paragraph. Written solicitations to others are subject to the following requirements: (1) any written solicitation by mail shall be plainly marked "Advertisement" on the face of the envelope and all written solicitations shall be plainly marked "Advertisement" at the top of the first page in type at least as large as the written type used in the written soliciatation; [this prong does not apply to communications sent in repsonse to requests of potential clients OR their spokespersons OR sponsors. General announcements by lawyers, including changes in personnel or office location, do not constitute communications soliciting professional employment from a client known to be in need of legal services within the meaning of 7.3. (2)the lawyer shall retain a copy of each such written solicitation for 2 years. If written identical solicitations are sent to two or more prospective clients, the lawyer may comply with this requirement by retaining a single copy together with a list of the names and addresses of persons to whom the written solicitation was sent; (3) each written solicitation must include the following: Disregard this solicitation if you have alreacy engaged a lawyer in connection with the legal matter referred to in this solicitation. You may wish to consult your lawyer or another lawyer instead of me (us). The exact nature of your legal situation will depend on may facts not known to me (us ) at this time. You should undersstand that the advice and information in this solicitation is general and that your own situation may vary. This statement is required by rule of the Supreme Court of Missouri; (4) written solicitations mailed to prospective clients shall be sent only by regular United States mail, not registered mail or other forms of restricted or certified delivery; (5) written solicitations mailed to prospective clients shall not be made to resemble legal pleadings or other legal documents; (6) any written solicitation prompted by a specific occurence involving or affecting the intended reciprient of the solicitation OR family member shall disclose HOW the lawyer obtained the info prompting the solicitation; (7) a written solicitation seeking employement by a specific prospective client in a specific matter shall not reveal on the envelope or on the outside of a self-mailing brochure or pamphlet the nature of the client's legal problem; (8) if a lawyer knows that a lawyer other than the lawyer whose name or signature appears on the solicitation will actually handle the case or matter or that the case or matter shall include a statement so advising the potential client; AND (9) a lawyer shall not send a written solicitation regarding a specific matter if the lawyer knows or reasonably should know that the person to whom the solicitation is directed is represented by a lawyer in the matter. A lawyer shall not send, nor knowingly permit to be sent, on behalf of the lawyer, the lawyer's firm, the lawyer's partner, and associate, or any other lawyer affiliated with the lawyer or the lawyer's firm a written solicitation to any prospetive client for the purpose of obtaining professional employment if: (1) it has been made known to the lawyer that the person does not want to receive such solicitations from the lawyer; (2) the written soliciatation involves coercion, duress, fraud, overreaching, harassment, intimidation, or undue influence; (3) the written solicitation contains a false, fraudulent, misleading or deceptive statement or claim or makes claims as to the comparative quality of legal services, UNLESS the comparison can be factually substantiated, or asserts opinions about the liability of the defendant OR offers assurances of client satisfaction; (4) the written soliciations concerns an action for personal injury or wrongful death or otherwise relates to an accident or disaster involving the person solicited or a relative of that person if the accident or disaster occurred less than 30 days prior to solicitation OR if the lawyer knows or reasonably should know that the physical, emotional, or mental state of the person solicited makes it unlikely that the person would exercise reasonable judgment in employing a lawyer; OR (5) the written solicitation villifies, denounces or disparages any other potential party.

R. 8.5 Disciplinary Authority; Choice of Law

Disciplinary Authority. (1) a lawyer admitted to practice in this jurisdiction is subject to the disciplinary authority of this jx regardless of where the lawyer's conduct occurs. (2) A lawyer not admitted in this jurisdiction is also subject to the disciplinary authority of this jx if the lawyer provides or offers any legal services in this jx. A lawyer may b subject to the disciplinary authority of this jx, the rules of professional conduct to be applied shall be as follows: (1) for conduct in connection with a matter pending before tribunal, only to the rules of the jx in which the tribunal sits, UNLESS the rules of the tribunal provide otherwise; AND (2) for any other conduct, [including conduct in anticipation of a proceeding not yet pending before a tribunal], ONLY to the rules of the jx. in which the lawyer's conduct occurred, OR, if the predominant effect of the conduct is in a different jx, the rules of that jx sahll be applied to the conduct. (2a)A lawyer shall not be subject to discipline if the lawyer's conduct conforms to the rules of a jurisdiction in which the lawyer reaonably belives the predominant effect of the lawyer's conduct will occur. Think about when a lawyer's conduct conforms to the rules of a jx. in which the lawyer reasonably believes the predominant effect will occur, the lawyer shall not be subject to discipline under this rule. Re Conflicts. In determining a lawyer's reasonable belief, a wirtten agreemnt between the lawyer and lcient that reasonably specifies a particular jx. as within the scope of the paragraph above may be considered IF the agreement was obtained with the client's informed consent, confirmed in the agreement. NOTE: If two admitting jxs. were to proceed against a lawyer for the same conduct, they should, identify the same governing ethics rules. Choice of law distille: Any particular conduct of a lawyer shall be subject to only one set of rules of professional conduct. Lawyer is protected from discipline if he acts reasonably in the face of uncertainty. Also, not that the choice of law provision applies to lawyer negaged in transactional practice *unless international law dictates otherwise*

Attorney Client Privilege [And Exceptions]

Elements: (1) Communication, (2) Made between Privileged persons, including agents of both client and attorney [e.g. paralegal] (3) in confidence, (4) for the purpose of obtaining or providing legal assistance for the client (note 4th prong) [Exceptions - No privilege when: Crime-Fraud Exception Testamentary Exception Defense from Client or Claim against Client Joint clients (as between them): Joint clients should be advised that if litigation ensues between the two of them, the privilege is not allowed to be invoked.] When it applies - In judicial proceedings in which a lawyer may be called as a witness or otherwise required to produce evidence concerning the client

Rule 1.11 Special Conflicts of Interest for Current Government Officers and Employees

Except as law may otherwise expressly permit, a lawyer who has formerly served as a public officer or employee of the government: (1) is subject to 1.9(c) [former clients]; AND (2) shall not otherwise rep a client in connection with a matter in which the lawyer participated personally and substantially as a public officer or employee, UNLESS the appropriate government agency gives its informed consent, confirmed in writing, to the representation, [applies whether or not lawyer is adverse to a former client (essentially the type of strict liability based on personal and substantial participation)] see Rule 1.9(c): a lawyer who has formerly represented a client in a matter or whose present or former firm has formerly represented a client in a matter shall not thereafter: (1) use info relating to the rep to the disadvantage of the former client EXCEPT as these Rules would permit or require with respect to a client, OR when the info has become generally known; OR (2) reveal info relating to the representation except as these Rules would permit or require with respect to a client. When a lawyer is disqualified from rep under the above rule, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue repping in such a matter UNLESS: (1) the disqualified lawyer is timely screened from any participation in the matter AND is apportioned no part of the fee therefrom; AND (2) written notice is promptly given to the appropriate government agency to enable it to ascertain compliance with the provisions of this rule. Except as law mau otherwise expressly permit, a lawyer having info that the lawyer knows [actual knowledge is required] is confidential government info about a person acquired when the lawyer was a public officer or employee, mau not rep a private client whose interests are adverse to that person in a matter in which the info could be used to the material disadvantage of that person. A firm with which that lawyer is associated may undertake or continue representation in the matter only if the disqualified lawyer is timely screened from any participation in the matter AND is apportioned no part of the fee therefrom. NOTE re screening of the two rules above: notice, including a description of the screened lawyer's prior rep and of the screening procedures employed, generally should be given as soon as practicable after the need for screening becomes apparent. Except as law may otherwise expressly permit, a lawyer currently serving as a public officer or employee: (1) is subject to rules 1.7 [current clients] and 1.9 [former clients]; AND (2) shall not: (i) participate in a matter in which the lawyer participated personally and substantially while in private practice or nongovernmental employment, UNLESS the appropriate governmental agency gives its informed consent, confirmed in writing; OR (ii) negotiate for private employment with any person who is involved as a party or as a lawyer for a party in a matter in which the lawyer is participating personally or substantially, except that a lawyer serving as a law clerk to a judge, other adjudicative officer or arbiter may negotiate for private employment as permitted by 1.12(b) and subject to the conditions stated in Rule 1.12b [NOTE: this paragraph does not impute the conflicts of a lawyer currently serving as a government officer/employee [PP: Government is a different animal] Still would be "prudent to screen" such lawyers. Note further that there is no screening requirement, though again, it would be prudent to do so.

1.7 Conflict of Interest: Current Clients

Except as provided below, a lawyer shall not represent a client if the rep involves a concurrent conflict of interest. A concurrent conflict of interest exists when: (1) the rep of one client will be directly adverse to another cleint; [Note: Simultaneous representation in unrelated matters of clients whose interests are only economically adverse does not typically trigger conflict that requires consent [bad business though] OR (2) there is significant risk that the rep of one or more clients will be materially limited to by the lawyer's responsibilities to another client, a former client OR a third person or by a personal interest of the lawyer. Note: Personal interest conflicts are ordinarily NOT imputed to other lawyers in a firm. Unnamed members of a class are not considered to be clients for purposes of 1.7 Organizational clients - a lawyer who reps a corporation does not automatically represent its affiliates too. Even if a concurrent conflict exists, a lawyer nat represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each clients, and (2) the law does not prohibit the representation (e.g. defendants cannot have same lawyer in a capital case) and (3) the rep does not involve the assertion of a claim by one client vs. another client represented by the lawyer in the same litigation or other proceeding before a tribunal AND (4) each affected client gives informed consent, confirmed in writing [note that informed consent alone is not enough!] Revoking consent: client can revoke and terminate at any time. Depends on circumstances whether lawyer can continue to rep other clients. Client can waive future conflicts if 1-3 are satisfied. Also with 4, eexamine the extent to which the client reasonably understands material risks associated with the waiver (if consenting to conflict they are familiar with, probably ok. If consenting to general and open-ended waiver, probably not). **Notes: If a conflict exists before a representation is undertaken, the lawyer must decline unless the above rule is satisfied. If the conflict arises after the representation has been undertaken, the lawyer usually must withdraw from the representation, UNLESS the rule above is satisfied. (R. 1.16) If a conflict arises due to unforeseeable developments (e.g. a merger), the lawyer must seek court approval where necessary and take steps to minimize harm to the clients. 1.16. The lawyer must also continue to protect the confidences of the client from whose rep the lawyer has withdrawn.

R. 1.16 Declining or Terminating Representation

Except as stated in paragraph (c), a lawyer shall not rep a client or, where representation has already commences, shall withdraw from the representation of a client if: (1) the rep will result in violation of the rules of professional conduct OR other law; [Note: a lawyer is not obligated to decline/withdraw simply because the client suggests an impermissible course of conduct] (2) the lawyer's physical or mental condition materially impairs the lawyer's ability to represent the client; OR (3) the lawyer is discharged. [client has the right to discharge lawyer at any time, with or without cause, subject to liability for payment for the lawyer's services.] [Permissive] Except as states in paragraph (c), a lawyer may withdraw from representing a client if: [(1) withdrawal can be accomplished without material adverse effect on the interests of the client (court looks at timing, notice, adverse effect on client] [(2) the client persists in a course of action involving the lawyer's services that the lawyer reasonably believes is criminal or fraudulent; [PP: a lawyer is not required to be associated with such conduct even if the lawyer does not further it]; (3) the client has used [in the past] the lawyer's services to perpetrate a crime or fraud; [does not matter if the withdrawal would materially prejudice the client]; (4) the client insists upon taking action that the lawyer considers repugnant or with which the lawyer has a fundamental disagreement; (5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's services AND has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled; (6) the representation will result in an unreasonable financial burden on the lawyer or has been rendered unreasonably difficult by the client; OR (7) other good cause for withdrawal exists [Prob example: lawyer cannot simply withdraw because a client is bothersome. That is not good cause] A lawyer must comply with applicable law requiring notice to or permission of a tribunal [normally when the case in pending lit] when terminating a representation. When ordered to do so by a tribunal, a lawyer shall continue representation notwithstanding food cause for terminating the representation. [If court requests explanation for withdrawal, 1.6 and 3.3 still apply; lawyer's statement that professional considerations require termination of the representation should suffice. Note re 6.2: When a lawyer has been appointed to rep a client, withdrawal ordinarily requires approval of the appointing authority. Upon terminating the representation, a lawyer shall take steps to the extent reasonably practicable to protect a client's interests, such as giving reaosnable notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment of fee or expense that has not been earned or incurred. The lawyer may retain papers relating to the client to the client to the extent permitted by other law [Even in the even of unfair discharge, a lawyer must take all reasonable steps to mitigate the consequences to the client][once the representation is over, give client file/labor certification ex.] Note (Pratzel): Generally speaking, lawyers can accept or reject representation from the outset; once they accept all rules kick in.

Rule 1.12 Former Judge, Arbitrator, Mediator or Other Third-Party Neutral [But, Now a Lawyer]

Except as stated in paragraph (d), a lawyer shall not represent anyone in connection with a matter in which the lawyer participated personally and substantially as a judge or other adjudicative officer or law clerk to such person or as an arbitrator, mediator, or third party neutral, UNLESS all parties to the proceeding give informed consent, confirmed in writing. see Rule 2.4 for imputed disqualification. A lawyer shall not negotiate for employment with any person who is involved as a party or as lawyer for a party in a matter in which the lawyer is participating personally and substantially as a judge or other adjudicative officer or as an arbitrator, mediator or other third party neutral. A lawyer serving as a law clerk to a judge or other adjudicative officer may negotiate for employment with a party or lawyer involved in a matter in which the clerk is participating personally and substantially, BUT ONLY AFTER the lawyer has notified the judge or other adjudicative officer [Imputation Rule: If a lawyer is disqualified by 1st rule above, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue representation in the matter UNLESS: (1) the disqualified lawyer is timely screened from any participation in the matter AND is apportioned no part of the fee therefrom; AND (2) written notice is promptly given to the parties and any appropriate tribunal to enable them to ascertain complaince with the provisions of Rule 1.12 [notice, including a description of the screened lawyer's prior rep and of the screening procedures employed, generally should be given as soon as practicable after the need for screening becomes apparent] Rule - paragraph d: An arbitrator selected as a partisan of a party in a multimember arbitration panel is not prohibited from subsequently representing that party

R. 4.3 Dealing with Unrepresented Person [What you can and cannot do with them]

In dealing on behalf of a client with a person who is NOT repped by counsel, a lawyer shall not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably should know that the unrepped person misunderstands the lawyer's role in the matter, the lawyer shall make reasonable efforts to correct the misunderstanding. The lawyer shall not give legal advice to an unrepped person, OTHER THAN the advice to secure counsel, if the lawyer knows or reasonably should know that the interests of such a person are or have a reasonably possibility of being in conflict with the interests of the client. [Typically to avoid misunderstanding that lawyer is disinterested, lawyer should identifu lawyer's client, and where necessary, explain that the client has interests opposed to the unrepped person][Note the different treatment between unrepped persons who do not have adverse positions to client and those that may have such positions.]

R. 8.4 Misconduct

It is professional misconduct for a lawyer to: (1) violate or attempt to violate the Rules, knowingly assist or induce another to do so, or so through the acts of another. Note: (1) does not prohibit a lawyer from advising a client concerning an action the client is legally entitled to take.(2) commit a criminal act that reflect adversely on the lawyer's honesty, trustworthiness or fitness as a lawyer in other respects; ["moral terpitude"]["drug conviction is not conclusive evidence of "character and fitness" because not related to violence, dishonesty, breach of trust, serious interference, etc.] (3) engage in conduct involving dishonest, fraud, deceit or misrepresentation; 8.4c is probably the most cited. Think above coverups and other dishonest shit; (4) engage in conduct that is prejudicial to the administration of justice [cite limitedly]; e.g. lawyer selecting racists or classist jury; (5) state or imply an ability to influence improperly a government agency OR official to acheive results by means that violate the Rules or other law; OR (6) knowingly assist a judge or judicial officer in conduct that is a violation of applicable rules of judicial conduct or other law; Note: a lawyer my refuse to comply with an obligation imposed BY LAW upon a gf belief that no valid obligation exists. See Rule 1.2(d) concerning good faith challenge to the validity, scope, meaning or application of the law Note: LAwyers holding public office or positions of private trust [e.g. trustee, executor, administrtor] assume legal responsibilties beyond those of other citizens. Abuse of such positions can suggest and inability to fulfill the professional role of lawyers.

Reporting Professional Misconduct [mandatory reporting]

Rule: A lawyer who knows that another lawyer has committed a violation of the Rules that raises a substantial question as to that lawyer's honesty, trustworthiness or fitness as a lawyer in other respects, SHALL inform the appropriate professional authority. The term substantial refers to the seriousness of the possible offense and not the quantum of evidence of which the lawyer is aware. A lawyer who knows that a judge has committed a violation of applicable rules of judicial conduct that raises a substantial question as to the judge's fitness for office shall inform the appropriate authority. Rule: This rule does not require disclosure of info otherwise protected by Rule 1.6 OR info gained by a lawyer or judge in participating in an approved lawyer's assistance program.

1.2 Scope of Representation and Allocation of Authority Between Client and lawyer

Subject to conduct outside the (limited) scope of a rep and conduct the lawyer knows is criminal or fraudulent, a lawyer shall (1) abide by a client's decisions concerning the objective of representation and (2) consult (as required by 1.4) with the client as to by which means are to be pursued. If the client appears to be suffering from diminished capacity, Rule 1.14 governs. The client may authorize the lawyer to take specific action, without further consultation, at outset. If a lawyer and client disagree about the means to accomplish an objective, 3 options: (1) Lawyer should first look to other law if such law prescribes resolution (2) Lawyer should consult with the client and seek a mutually acceptable resolution, (3) if efforts above are ineffective, and there is a fundamental disagreement, lawyer may withdraw from the representation. [client may also resolve the disagreement by discharging the lawyer]. A lawyer may limit the scope of the rep if the limitation is (1) reasonable under the circumstances and (2) client gives informed consent Lawyer shall not counsel a client to engage or assist a client, in conduct that the lawyer knows is criminal or fraudulent, but a lawyer may (1) discuss the legal consequences of any proposed course of conduct with a client and (2) may counsel or assist a client to make a good faith effort to determine the validity, scope, meaning, or application of the law. Note: Distinction between presenting analysis on questionable conduct vs. recommending it. If lawyer assisted client in conduct that he previously thought was legal, but later discovered was criminal or fraudulent, lawyer must: (1) withdraw from the rep 1.16 and (2) sometimes, also ALSO give notice of the fact of withdrawal and disaffirm any opinion, document or the like.

R. 7.2 Advertising

Subject to the requirements of [communication above], a lawyer may advertise services through public media, such as [websites], a telephone directory, newspaper or other periodical, outdoor advertising, radio, or television or though direct mail advertising distributed generally to persons not known to need legal services of the kind provided by the lawyer in a particular matter. A copy or recording of an advertisement or written communication shall be kept for 2 years AFTER its last dissemination along with a record of when and where it was used. The record shall include the name of at least one lawyer responsible for its content UNLESS the advertisement or written communication itself contains the name of at least one lawyer responsible for its content. A lawyer shall not give anything of value to a person for recommending the lawyer's services, Except that: (1) a lawyer may pay the reasonable cost of advertising or written communication permitted by 7.2. (2) a lawyer may pay the reasonable cost of advertising, written communication, or other notification required in connection with the sale of a law practice as permitted by 1.17; AND (3) a lawyer may pay the usual charges of a qualified lawyer referral service OR other nonprofit legal services organization NOTE: this rule does not prevent any org or person other than the lawyer from advertising or recommending the lawyer's services; Note: this rule does not prohibit paying regular compensation to an assistant, such as a secretary, to prepare communications that are permitted by the rule; Note: This rule also does not prohibit paying a person for making a testimonial that's in line with 7.1 A lawyer may not, directly or indirectly, pay all or part of the cost of an advertisement in the public media UNLESS such agreement discloses the (1) name and address of the financing lawyer (2) the relationship between the advertising lawyer and the financing lawyer, and (3) whether the advertising lawyer is likely to refer to cases received through the advertisement to the financing lawyer. [Typical situation where one lawyer finances in exchange for referrals] Similarly, in any communication such as TV, radio, or other electronic programs purporting to give the public legal advice or legal info, for which programs the broadcaster receives any renumeration or other consideration, directly OR indirectly, from the lawyer who appears on those programs, the lawyer shall conspicuously disclose to the public the fact that the broadcaster has been paid or receives consideration from the lawyer appearing on the program [PP: designed to prevent misleading the public re the location where services will be provided or the lawyer who will be providing them [bait and switch] Rule: A lawyer or law firm shall not advertise the existence of any office other than the principal office UNLESS: (1) that other office is staffed by a lawyer AT LEAST 3 days a week, OR (2) the advertisement states: (a) the days and times during which the lawyer will be present at that office, OR (b) that meetings with lawyers will be by appointment only. Any advertisement or communication made pursuant to 7.2 [Advertising], other than written solicitations governed by the disclosure rules of Rule 7.3(b) [written solicitations to prospective clients], shall contain the follwoing disclosure: "The choice of a lawyer is an important deciison and should not be based solely upon advertisements" Note: in the case of TV, this can be orally or in writing. In the case of radio, the disclosure must be made orally; Note: at the option of the advertiser, the disclosure may include "This disclosure is required by rule of the Supreme Court of Missouri" Remember: this applies to telephone directory, newspaper, other periodical, websites, outdoor advertising, radio, television, or through direct mail advertising generally sent out. The disclosures required in the previous two rules need not be made if the info communicated is limited to the following: The name of the law firm and the names of the lawyers in the firm; One or more fields of law in which the lawyer or law firm practices; the date and place of admission to the bar of state and federal courts; AND the address, including email and web site address telephone number, and office hours. Any words or statements required by Rules 7.1 [Communcications] 7.2 [Advertising], or 7.3 [ Direct with Prospectives] must appear in the same language in which the advertisement or direct mail soliciatation appears. If more than one langauge is used in an advertisement or direct mail communicaiton, any words or statement required by Rules 7.1 [Communications] to 7.6 [contributions] must appear in each language used in the advertisement or direct mail communication. The provisions of 7.2 shall not apply to services provided by a nonprofit (funded in whole or in part by the Legal Services Corp) or to pro bono services provided free of charge by a nonprofit, a court annexed program, a bar association, or an accredited school. The provisions of 7.2 shall not apply to law firms or lawyers who promote, support, or publicize through advertising that substantially and predominantly features any of the following: legal services corporation; community or other nonprofit organization; recognized community events or celebreations; institutions; entities; or individuals other than themselves. Note: Conspicuous means: required disclosure must be of such size, color, contrast, location, duration, cadence, or audibility that an ordinary person can readily notice, read, hear, or understand it.

R. 3.8 Special Responsibilities of a Prosecutor [Remember Prosecutor is minister of Justice AND state advocate]

The prosecutor in a criminal case shall: (1) refrain from prosecuting a charge that the prosecutor knows is not supported by probable cause (2) make reasonable efforts to assure that the accused has been advised of the right to, and the procedure for obtaining, counsel and has been given reasonable opportunity to obtain counsel; (3) not seek to obtain from an unrepresented accused a waiver of important pretrial rights, such as the right to a preliminary hearing (this does not apply to an accused who is appearing pro se with the approval of the tribunal... also does not forbid the lawful questioning of an uncharged suspect who has knowingly waived rights to counsel and silence); (4) make timely disclosure to the defense of all evidence or info known to the prosecutor that tends to negate the guilt of the accused or mitigates the offense, and, in connection with sentencing, disclose to the defense and to the tribunal all unprivileged mitigating info known to the prosector, except when the prosecutor is relieved of this responsibility by a protective order of the tribunal [aka prosecutor can seek a protective order from tribunal if disclosure of info to defense could result in substantial harm to an individual or to the public interest, BUT if he doesn't must timely disclose exculpatory evidence.]; (5) not subpoena a lawyer in a grond jury or other criminal proceeding to present evidence about a past or present client UNLESS the prosecutor believes: (i) the info sought is not protected from disclosure by any applicable privilege; (ii.) the evidence sought is essential to the successful completion of an ongoing investigation or prosecution; and (3) there is no other feasible alternative to obtain the info [almost never occurs]; (6) except for statements that are necessary to inform the public of the nature and extent of the prosecutor's action AND that serve a legitimate law enforcement purpose, refrain from making extrajudicial comments that have a substantial likelihood of heightening public condemnation of the accused AND exercise reasonably care to prevent investigators, law enforcement personnel, employees, or other persons assisting or associated with prosecutor in criminal case from making an extrajudicial statement that the prosecutor would be prohibited from making under R. 3.6 OR this Rule [This rule supplements 3.6 (which applies to all lawyers, not just prosecutors).] [Remember, if prosecutor makes statement, 3.6 allows defense lawyer to respond to the extent necessary to protect client from undue prejudice]; (7) when a prosecutor knows of new, credible, and material evidence creating a reasonably likelihood that a convicted defendant did not commit an offense which the defendant was convicted, the prosecutor shall: (a) promptly disclose that evidence to an appropriate court or authority [in case of other jx, is often the chief prosecutor of that jurisdiction], AND (b) if the conviction was obtained in the prosecutor's jurisdiction, [promptly disclose that evidence to the defendant UNLESS a court authorizes delay, AND Note: consistent with 4.2 and 4.3, disclosure to a repped defendant must be made through the defendant's counsel, and, in the case of an unrepped defendant, would ordinarily be accompanied by a request to a court for the appointment of counsel to assist the defendant in taking such legal measures as may be appropriate][undertake further investigation, OR make reasonable efforts to cause [another appropriate authority to undertake the necessary] investigation, to determine whether the defendant was convicted of an offense that the defendant did not commit; (8) when a prosecutor knows of clear and convincing evidence establishing that a defendant in the prosecutor's jurisdiction was convicted of an offense that the defendant did not commit, the prosecutor shall seek to remedy the conviction [Necessary remedial steps may include (1) disclosure of evidence to the defendant, (2) requesting that the court appoint counsel for an unrepped indigent defendant, and (3) where appropriate, notify the court that the prosecutor has knowledge that the defendant did not commit the offense of which the defendant was convicted. A prosecutor's independent judgment, made in good faith, that the new evidence is not such nature as to trigger obligation of section (6) [evidence if not material/credible/does not create reasonable likelihood] and (7) [evidence is not clear and convincing], though subsequently determined to have been erroneous, does not constitute a violation of this 3.8.

1.10 Imputation of Conflicts of Interests: General Rule

While lawyers [not paralegals, law students, etc.] are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 and 1.9, UNLESS (1) the prohibition is based on a person interest of the disqualified lawyer AND does not present significant risk of materially limiting the representation of the client by the remaining lawyers in the firms; OR (2) the prohibition is based upon Rule 1.9(a) or (b) [former clients] AND arises out of the disqualified lawyer's association with a prior firm, AND the disqualified lawyer is timely screened from any participation in the matter and is apportioned mo part of the fee therefrom; [note: this does not prohibit the screened lawyer from receiving a salary or partnership share established prior to the independent agreement... BUT lawyer may not receive $$ that is directly tied to the matter in which the lawyer is disqualified] written notice is promptly given [after the need for screening becomes apparent] to any affected former client to enable the former client to ascertain compliance with the provisions of this Rule, which shall include: (1) a description of the screening procedures employed [generally including a description of the screened lawyer's prior rep]; (2) a statement of the firm's and of the screened lawyer's [that's the client's material confidential info has not been disclosed or used in violation of these rules]; (3) a statement that review may be available before a tribunal; (4) and an agreement by the firm to respond promptly to any written inquiries or objections by the former client about the screening procedures; AND certifications of compliance with these Rules AND with the screening procedures are provided to the former client by the screened lawyer AND by a partner of the firm, at reasonable intervals upon the former client's written request AND upon termination of the screening procedures. PP: gives assurance that material confidential info has not been disclosed or sued inappropriately either prior to timely implementation of the screen or thereafter. NOTE: if compliance cannot be certified, the certificate must describe the failure. NOTE: this rule does not prohibit representation where neither questions of client loyalty nor protection of confidential info are presented (e.g. when a lawyer could not effectively rep a given client simply because of strong political beliefs, there would be no imputation to the firm). Note: though rule does not apply to non-lawyers, they should still be screened. (See Rule 5.3). When a lawyer has terminated an association with a firm, the firm is not prohibited from thereafter repping a person with interests materially adverse to those of a client represented by the formerly associated lawyer AND not currently represented by the firm, UNLESS: (1) the matter is the same or substantially related to that which the formerly associated lawyer represented the client; AND (2) any lawyer remaining in the firm has info protected by rules 1.6 and 1.9(c) that is material to the matter A disqualification prescribed by rule 1.10 may be waived by the affected client under the conditions stated in Rule 1.7 (i.e. if affected client or former client gives informed consent, confirmed in writing (as stated in 1.7), there will be no imputation The disqualification of lawyers associated in a firm with former or current government lawyer is governed by rule 1.11 [i.e. this rule DOES NOT govern where a lawyer has joined private firm after having repped the government or vice versa; Rules 1.11(b) and (c) do][Comment Rule: Where a lawyer is prohibited from engaging in certain transactions under 1.8 [Current clients], 1.8 determines whether there is an imputation.

R. 5.3 Responsibilities Regarding Non-Lawyer Assistance

With respect to a nonlawyer employed or retained by or associated with a lawyer: (1) a partner and a lawyer who individually or together with other lawyers possesses comparable managerial authority in a law firm shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurances that the person's conduct is compatible with the professional obligations of the lawyer; (lawyer's repsonsibility applies to nonlawyers [secretaries, investigators, law student interns, paraprofessionals, internet based services to store client info, etc.] within the firm and nonlawyers outside the firm who work on firm matters)(2) a lawyer having direct supervisory authority over the non-lawyer shall make reasonable efforts to ensure that the person's conduct is compatible with the professional obligations of the lawyer; AND [again, applies to nonlawyers within and outside the firm][extent of this obligation will depend on circumstances, include the education, experience, and reputation of the nonlawyer; nature of the services involved; the terms of any agreements concerning the protection of client info] (3) a lawyer shall be responsible for conduct of such a person [in and outside firm] that would be a violation of the Rules of Professional Conduct (if engaged in by a lawyer if): (i) the lawyer (1) orders or (2) with the knowledge of the specific conduct, ratifies the conduct; OR (ii) the lawyer is a partner or has comparable managerial authority in the law firm in which the person is employed, or has direct supervisory authority over the person, and knows of the conduct at a time when its consequences can be avoided or mitigated but fails to take reasonable remedial action.