american bar association (aba) model rules of professional conduct

8/14/2019 American Bar Association (ABA) Model Rules of Professional Conduct

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ABA Model Rules of Professional Conduct Page 1 of 55

American Bar Association (ABA) Model Rules of Professional Conduct

(rev. January 3, 2008)


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Model Rules of Professional Conduct

Preface

For more than ninety years, the American Bar Association has provided leadership in

legal ethics and proessional responsi!ility through the adoption o proessional standards

that serve as models o the regulatory la" governing the legal proession.

#n August 2$, %&08, the Association adopted the original 'anons o roessional thics.

*hese "ere !ased principally on the 'ode o thics adopted !y the Ala!ama Bar

Association in %88$, "hich in turn had !een !orro"ed largely rom the lectures o Judge+eorge hars"ood, pu!lished in %8- as Professional Ethics, and rom the ity

resolutions included in /avid oman1s A Course of Legal Study (2d ed. %83).iecemeal amendments to the 'anons occasionally ollo"ed.

n %&%3, the tanding 'ommittee on roessional thics o the American Bar Association"as esta!lished to 4eep the Association inormed a!out state and local !ar activities

concerning proessional ethics. n %&%& the name o the 'ommittee "as changed to the

'ommittee on roessional thics and +rievances5 its role "as e6panded in %&22 to

include issuing opinions 7concerning proessional conduct, and particularly concerningthe application o the tenets o ethics thereto.7 n %&-8 the 'ommittee on roessional

thics and +rievances "as separated into t"o committees a 'ommittee on roessional

+rievances, "ith authority to revie" issues o proessional misconduct, and a 'ommittee

on roessional thics "ith responsi!ility to e6press its opinion concerning properproessional and 9udicial conduct. *he 'ommittee on roessional +rievances "as

discontinued in %&$%. *he name o the 'ommittee on roessional thics "as changed tothe 'ommittee on thics and roessional :esponsi!ility in %&$% and remains so.

n %&, at the re;uest o resident


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that amendment o the 'ode "ould not achieve a comprehensive statement o the la"

governing the legal proession, the 'ommission commenced a si6>year study and drating

process that produced the ?odel :ules o roessional 'onduct. *he ?odel :ules "ere

adopted !y the ouse o /elegates o the American Bar Association on August 2, %&83.At the time this edition "ent to press, all !ut eight o the 9urisdictions had adopted ne"

proessional standards !ased on these ?odel :ules.

Bet"een %&83 and 2002, the ouse amended the :ules and 'omments on ourteen

dierent occasions. n %&&$, the American Bar Association created the 'ommission onvaluation o the :ules o roessional 'onduct (7thics 2000 'ommission7) to

comprehensively revie" the ?odel :ules and propose amendments as deemed

appropriate. #n Fe!ruary -, 2002 the ouse o /elegates adopted a series o amendmentsthat arose rom this process.

n 2000, the American Bar Association created the 'ommission on ?ulti9urisdictionalractice to research, study and report on the application o current ethics and !ar

admission rules to the multi9urisdictional practice o la". #n August %2, 2002 the ouseo /elegates adopted amendments to :ules -.- and 8.- as a result o the 'ommission1s

"or4 and recommendations.

*he American Bar Association continues to pursue its goal o assuring the highest

standards o proessional competence and ethical conduct. *he tanding 'ommittee onthics and roessional :esponsi!ility, charged "ith interpreting the proessional

standards o the Association and recommending appropriate amendments and

clariications, issues opinions interpreting the ?odel :ules o roessional 'onduct and

the 'ode o Judicial 'onduct. *he opinions o the 'ommittee are pu!lished !y theAmerican Bar Association in a series o hard !ound volumes containing opinions rom

%&2 through %&&8 and the current loose>lea su!scription service, Recent EthicsOpinions, starting in %&&&.

:e;uests that the 'ommittee issue opinions on particular ;uestions o proessional and

9udicial conduct should !e directed to the American Bar Association, 'enter or

roessional :esponsi!ility, -% orth Fair!an4s 'ourt, 'hicago, llinois 0%%



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Commission on Evaluation of Professional tandards

C!A"R# "$%R&'C%"&$

*he 'ommission on valuation o roessional tandards "as appointed in the summer

o %&$$ !y ormer ABA resident =illiam B. pann, Jr. 'haired !y :o!ert J. uta4 until

his death in early %&83, the 'ommission "as charged "ith evaluating "hether e6istingstandards o proessional conduct provided comprehensive and consistent guidance or

resolving the increasingly comple6 ethical pro!lems in the practice o la". For the most

part, the 'ommission loo4ed to the ormer ABA ?odel 'ode o roessional:esponsi!ility, "hich served as a model or the ma9ority o state ethics codes. *he

'ommission also reerred to opinions o the ABA tanding 'ommittee on thics and

roessional :esponsi!ility, as "ell as to decisions o the @nited tates upreme 'ourtand o state supreme courts. Ater thoughtul study, the 'ommission concluded that

piecemeal amendment o the ?odel 'ode "ould not suiciently clariy the proessionCs

ethical responsi!ilities in light o changed conditions. *he 'ommission thereore

commenced a drating process that produced numerous drats, elicited voluminouscomment, and launched an unprecedented de!ate on the ethics o the legal proession.

#n January 30, %&80, the 'ommission presented its initial suggestions to the !ar in the

orm o a /iscussion /rat o the proposed ?odel :ules o roessional 'onduct. *he/iscussion /rat "as su!9ect to the "idest possi!le dissemination and interested parties

"ere urged to oer comments and suggestions. u!lic hearings "ere held around the

country to provide orums or e6pression o vie"s on the drat.

n the year ollo"ing the last o these pu!lic hearings, the 'ommission conducted apainsta4ing analysis o the su!mitted comments and attempted to integrate into the drat

those "hich seemed consistent "ith its underlying philosophy. *he product o this

analysis and integration "as presented on ?ay 3%, %&8% as the proposed Final /rat o

the ?odel :ules o roessional 'onduct. *his proposed Final /rat "as su!mitted int"o ormats. *he irst ormat, consisting o !lac4letter :ules and accompanying

'omments in the soDcalled restatement ormat, "as su!mitted "ith the 'ommissionCs

recommendation that it !e adopted. *he alternative ormat "as patterned ater the ?odel'ode and consisted o 'anons, thical 'onsiderations, and /isciplinary :ules. n

Fe!ruary %&82, the ouse o /elegates !y su!stantial ma9ority approved the restatementormat o the ?odel :ules.

*he proposed Final /rat "as su!mitted to the ouse o /elegates or de!ate andapproval at the %&82 Annual ?eeting o the Association in an Francisco. ?any



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organiEations and interested parties oered their comments in the orm o proposed

amendments to the Final /rat. n the time allotted on its agenda, ho"ever, the ouse

de!ated only proposed amendments to :ule %.-. 'onsideration o the remainder o the

document "as deerred until the %&83 ?idyear ?eeting in e" #rleans. *he proposedFinal /rat, as amended !y the ouse in an Francisco, "as reprinted in the ovem!er

%&82 issue o the ABA Journal.

At the %&83 ?idyear ?eeting the ouse resumed consideration o the Final /rat. Ater

t"o days o oten vigorous de!ate, the ouse completed its revie" o the proposedamendments to the !lac4letter :ules. ?any amendments, particularly in the area o

conidentiality, "ere adopted. /e!ate on a ream!le, cope, *erminology and

'omments, re"ritten to relect the e" #rleans amendments, "as deerred until the %&83Annual ?eeting in Atlanta, +eorgia.

#n ?arch %%, %&83, the te6t o the !lac4letter rules as approved !y the ouse inFe!ruary, together "ith the proposed ream!le, cope, *erminology and 'omments, "as

circulated to mem!ers o the ouse, ection and 'ommittee chairmen, and all otherinterested parties. *he te6t o the :ules relected the 9oint eorts o the 'ommission and

the ouse /rating 'ommittee to incorporate the changes approved !y the ouse and to

ensure stylistic continuity and uniormity. :ecipients o the drat "ere again urged tosu!mit comments in the orm o proposed amendments. *he ouse 'ommittees on

/rating and :ules and 'alendar met on ?ay 23, %&83 to consider all o the proposed

amendments that had !een su!mitted in response to this drat. n addition, discussions"ere held among concerned parties in an eort to reach accommodation o the various

positions. #n July %%, %&83, the inal version o the ?odel :ules "as again circulated.

*he ouse o /elegates commenced de!ate on the proposed ream!le, cope,

*erminology and 'omments on August 2, %&83. Ater our hours o de!ate, the ousecompleted its consideration o all the proposed amendments and, upon motion o the

'ommission, the ouse voted to adopt the ?odel :ules o roessional 'onduct,

together "ith the ancillary material as amended. *he tas4 o the 'ommission had endedand it "as discharged "ith than4s.

*hroughout the drating process, active participants included not only the mem!ers o the

'ommission !ut also the ections and 'ommittees o the American Bar Association and

national, state and local !ar organiEations. *he "or4 o the 'ommission "as su!9ect to

virtually continuous scrutiny !y academicians, practicing la"yers, mem!ers o the press,and the 9udiciary. 'onse;uently, every provision o the ?odel :ules relects the

thoughtul consideration and hard "or4 o many dedicated proessionals. Because o their

input, the ?odel :ules are truly national in derivation. *he Association can ta4e



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immense pride in its continued demonstration o leadership in the area o proessional

responsi!ility.

*he ?odel :ules o roessional 'onduct are intended to serve as a national rame"or4or implementation o standards o proessional conduct. Although the 'ommissionendeavored to harmoniEe and accommodate the vie"s o all the participants, no set o

national standards that spea4s to such a diverse constituency as the legal proession can

resolve each issue to the complete satisaction o every aected party. @ndou!tedly there

"ill !e those "ho ta4e issue "ith one or another o the :ulesC provisions. ndeed, suchdissent rom individual provisions is e6pected. And the ?odel :ules, li4e all model

legislation, "ill !e su!9ect to modiication at the level o local implementation. ie"ed

as a "hole, ho"ever, the ?odel :ules represent a responsi!le approach to the ethicalpractice o la" and are consistent "ith proessional o!ligations imposed !y other la",

such as constitutional, corporate, tort, iduciary and agency la".

should not end this report "ithout spea4ing o the 'ommissionCs de!t to many people

"ho have aided us in our deli!erations, and have devoted time, energy and good"ill tothe advancement o our "or4 over the last si6 years. t "ould pro!a!ly !e impossi!le to

name each o the particular persons "hose help "as signiicant to us, and it surely "ould

!e unortunate i the name o anyone "ere omitted rom the list. =e are, and shallremain, deeply grateul to the literally hundreds o people "ho aided us "ith "elcome

and productive suggestions. =e thin4 the !ar should !e grateul to each o them, and to

our deceased mem!ers, Alan Barth o the /istrict o 'olum!ia, "hom "e hardly hadtime to 4no"5 Bill pann, "ho !ecame a mem!er ater the conclusion o his presidential

term5 and our original chairman, Bo! uta4.

*he long "or4 o the 'ommission and its resulting ne" codiication o the ethical rules

o practice demonstrate, it is su!mitted, the commitment o the American la"yer to his orher proession and to its achievement o the highest standards.

Ro*ert +, Meserve

e-tem*er 1./3



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Commission on Evaluation of te Rules of Professional

Conduct(Etics 2)

Cair#s "ntroduction

n mid>%&&$, ABA resident Jerome J. hestac4, his immediate predecessor, .


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Jeerson1s "ords o nearly %8- years ago, in a letter concerning the irginia

'onstitution, that 7moderate imperections had !etter !e !orne "ith5 !ecause, "hen once

4no"n, "e accommodate ourselves to them, and ind practical means o correcting their

ill eects.7

*hus, "e retained the !asic architecture o the ?odel :ules. =e also retained the primary

disciplinary unction o the :ules, resisting the temptation to preach aspirationally a!out

7!est practices7 or proessionalism concepts. alua!le as the proession might ind such

guidance, it "ould not have > and should not !e misperceived as having > a regulatorydimension. =e "ere, ho"ever, al"ays conscious o the educational role o the ?odel

:ules. Finally, "e tried to 4eep our changes to a minimum "hen a particular provision

"as ound not to !e 7!ro4en7 "e did not try to 7i67 it. ven so, as the reader "ill note,the 'ommission ended up ma4ing a large num!er o changes some are relatively

innocuous and nonsu!stantive, in the nature o editorial or stylistic changes5 others are

su!stantive !ut not particularly controversial5 and a e" are !oth su!stantive andcontroversial.

*he deli!erations o the 'ommission did not ta4e place in a vacuum and our

determinations are not !eing pronounced ex cathedra. :ather, they are products o

thorough research, scholarly analysis and thoughtul consideration. # e;ual importance,they have !een inluenced !y the vie"s o practitioners, scholars, other mem!ers o the

legal proession and the pu!lic. All these constituencies have had continual access to and

considera!le > and proper > inluence upon the deli!erations o the 'ommissionthroughout this process.

must pause to underscore the openness o our process. =e held over -0 days omeetings, all o "hich "ere open, and %0 pu!lic hearings at regular intervals over a our

and one>hal year period. *here "ere a large num!er o interested o!servers at ourmeetings, many o "hom "ere mem!ers o our Advisory 'ouncil o 2-0>plus persons, to

oer comments and suggestions. *hose o!servations "ere very helpul and inluential in

shaping the :eport. #ur pu!lic discussion drats, minutes and report "ere availa!le onour "e!site or the "orld to see and comment upon. As a conse;uence, "e received an

enormous num!er o e6cellent comments and suggestions, many o "hich "ere adopted

in the ormulation o our report.

?oreover, "e encouraged state and local !ar associations, ABA sections and divisions,

other proessional organiEations and the 9udiciary to appoint specially designatedcommittees to "or4 "ith and counsel the 'ommission. *his eort "as successul, and

the 'ommission !eneitted signiicantly rom the considered vie"s o these groups.



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n heeding the counsel o these advisors, "e "ere constantly mindul o su!stantial and

high>velocity changes in the legal proession, particularly over the past decade. *hese

changes have !een highlighted !y increased pu!lic scrutiny o la"yers and an a"areness

o their inluential role in the ormation and implementation o pu!lic policy5 persistentconcerns a!out la"yer honesty, candor and civility5 e6ternal competitive and

technological pressures on the legal proession5 internal pressures on la">irm

organiEation and management raised !y sheer siEe, as "ell as specialiEation and la"yermo!ility5 9urisdictional and governance issues such as multidisciplinary and

multi9urisdictional practice5 special concerns o la"yers in nontraditional practice

settings, such as government la"yers and in>house counsel5 and the need to enhancepu!lic trust and conidence in the legal proession.

At the end o the day, our goal "as to develop a set o :ules that are comprehensi!le to

the pu!lic and provide clear guidance to the practitioner. #ur desire "as to preserve all

that is valua!le and enduring a!out the e6isting ?odel :ules, "hile at the same timeadapting them to the realities o modern la" practice and the limits o proessional

discipline. =e !elieve our product is a !alanced !lend o traditional precepts and

or"ard>loo4ing provisions that are responsive to modern developments. #ur process has!een thorough, painsta4ing, open, scholarly, o!9ective and collegial.

t is impossi!le here to go into detail a!out the changes proposed !y the 'ommission.

*he changes recommended !y the 'ommission clariied and strengthened a la"yer1s duty

to communicate "ith the client5 clariied and strengthened a la"yer1s duty to clients incertain speciic pro!lem areas5 responded to the changing organiEation and structure o

modern la" practice5 responded to ne" issues and ;uestions raised !y the inluence that

technological developments are having on the delivery o legal services5 clariied e6istingrules to provide !etter guidance and e6planation to la"yers5 clariied and strengthened ala"yer1s o!ligations to the tri!unal and to the 9ustice system5 responded to the need or

changes in the delivery o legal services to lo" and middle income persons5 and increased

protection o third parties.

*he ABA ouse o /elegates !egan consideration o the 'ommission1s :eport at the

August 200% Annual ?eeting in 'hicago and completed its revie" at the Fe!ruary 2002

?idyear ?eeting in hiladelphia. At the August 2002 Annual ?eeting in =ashington,

/.'., the ABA ouse o /elegates considered and adopted additional amendments to the?odel :ules sponsored !y the ABA 'ommission on ?ulti9urisdictional ractice and the

ABA tanding 'ommittee on thics and roessional :esponsi!ility. As state supremecourts consider implementation o these ne"ly revised rules, it is our ervent hope thatthe goal o uniormity "ill !e the guiding !eacon.



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n closing, the 'ommission e6presses its gratitude to the la" irm o /rin4er Biddle G

:eath, "hose generous contri!ution helped ma4e possi!le the continued, invalua!le

support o the 'ommission1s 'hie :eporter. also "ant to e6press personally my

gratitude to and admiration or my colleagues. *he chemistry, good "ill, good humor,serious purpose, collegiality and hard "or4 o the 'ommission mem!ers, :eporters and

ABA sta has !een e6traordinary. *he proession and the pu!lic have !een enriched

!eyond measure !y their eorts. t has !een a pleasure and a privilege or me to "or4"ith all o them.

E, $orman ease

August 22



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PREAMB6E7 A 6A+8ER# REP&$"B"6"%"E

H%I A la"yer, as a mem!er o the legal proession, is a representative o clients, an oicer

o the legal system and a pu!lic citiEen having special responsi!ility or the ;uality o

9ustice.

H2I As a representative o clients, a la"yer perorms various unctions. As advisor, ala"yer provides a client "ith an inormed understanding o the client1s legal rights and

o!ligations and e6plains their practical implications. As advocate, a la"yer Eealously

asserts the client1s position under the rules o the adversary system. As negotiator, ala"yer see4s a result advantageous to the client !ut consistent "ith re;uirements o

honest dealings "ith others. As an evaluator, a la"yer acts !y e6amining a client1s legal

aairs and reporting a!out them to the client or to others.

H3I n addition to these representational unctions, a la"yer may serve as a third>partyneutral, a nonrepresentational role helping the parties to resolve a dispute or other matter.

ome o these :ules apply directly to la"yers "ho are or have served as third>party

neutrals. ee, e.g., :ules %.%2 and 2.. n addition, there are :ules that apply to la"yers"ho are not active in the practice o la" or to practicing la"yers even "hen they are

acting in a nonproessional capacity. For e6ample, a la"yer "ho commits raud in the

conduct o a !usiness is su!9ect to discipline or engaging in conduct involving

dishonesty, raud, deceit or misrepresentation. ee :ule 8..

HI n all proessional unctions a la"yer should !e competent, prompt and diligent. Ala"yer should maintain communication "ith a client concerning the representation. A

la"yer should 4eep in conidence inormation relating to representation o a client e6cept

so ar as disclosure is re;uired or permitted !y the :ules o roessional 'onduct or otherla".

H-I A la"yer1s conduct should conorm to the re;uirements o the la", !oth in

proessional service to clients and in the la"yer1s !usiness and personal aairs. A la"yershould use the la"1s procedures only or legitimate purposes and not to harass or

intimidate others. A la"yer should demonstrate respect or the legal system and or those

"ho serve it, including 9udges, other la"yers and pu!lic oicials. =hile it is a la"yer1s

duty, "hen necessary, to challenge the rectitude o oicial action, it is also a la"yer1sduty to uphold legal process.

HI As a pu!lic citiEen, a la"yer should see4 improvement o the la", access to the legal

system, the administration o 9ustice and the ;uality o service rendered !y the legal

proession. As a mem!er o a learned proession, a la"yer should cultivate 4no"ledge o



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the la" !eyond its use or clients, employ that 4no"ledge in reorm o the la" and "or4

to strengthen legal education. n addition, a la"yer should urther the pu!lic1s

understanding o and conidence in the rule o la" and the 9ustice system !ecause legal

institutions in a constitutional democracy depend on popular participation and support tomaintain their authority. A la"yer should !e mindul o deiciencies in the administration

o 9ustice and o the act that the poor, and sometimes persons "ho are not poor, cannot

aord ade;uate legal assistance. *hereore, all la"yers should devote proessional timeand resources and use civic inluence to ensure e;ual access to our system o 9ustice or

all those "ho !ecause o economic or social !arriers cannot aord or secure ade;uate

legal counsel. A la"yer should aid the legal proession in pursuing these o!9ectives andshould help the !ar regulate itsel in the pu!lic interest.

H$I ?any o a la"yer1s proessional responsi!ilities are prescri!ed in the :ules o

roessional 'onduct, as "ell as su!stantive and procedural la". o"ever, a la"yer is

also guided !y personal conscience and the appro!ation o proessional peers. A la"yershould strive to attain the highest level o s4ill, to improve the la" and the legal

proession and to e6empliy the legal proession1s ideals o pu!lic service.

H8I A la"yer1s responsi!ilities as a representative o clients, an oicer o the legal system

and a pu!lic citiEen are usually harmonious. *hus, "hen an opposing party is "ellrepresented, a la"yer can !e a Eealous advocate on !ehal o a client and at the same time

assume that 9ustice is !eing done. o also, a la"yer can !e sure that preserving client

conidences ordinarily serves the pu!lic interest !ecause people are more li4ely to see4legal advice, and there!y heed their legal o!ligations, "hen they 4no" their

communications "ill !e private.

H&I n the nature o la" practice, ho"ever, conlicting responsi!ilities are encountered.

irtually all diicult ethical pro!lems arise rom conlict !et"een a la"yer1sresponsi!ilities to clients, to the legal system and to the la"yer1s o"n interest in

remaining an ethical person "hile earning a satisactory living. *he :ules o roessional

'onduct oten prescri!e terms or resolving such conlicts. =ithin the rame"or4 othese :ules, ho"ever, many diicult issues o proessional discretion can arise. uch

issues must !e resolved through the e6ercise o sensitive proessional and moral

9udgment guided !y the !asic principles underlying the :ules. *hese principles include

the la"yer1s o!ligation Eealously to protect and pursue a client1s legitimate interests,"ithin the !ounds o the la", "hile maintaining a proessional, courteous and civil

attitude to"ard all persons involved in the legal system.

H%0I *he legal proession is largely sel>governing. Although other proessions also have

!een granted po"ers o sel>government, the legal proession is uni;ue in this respect!ecause o the close relationship !et"een the proession and the processes o government



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and la" enorcement. *his connection is maniested in the act that ultimate authority

over the legal proession is vested largely in the courts.

H%%I *o the e6tent that la"yers meet the o!ligations o their proessional calling, theoccasion or government regulation is o!viated. el>regulation also helps maintain thelegal proession1s independence rom government domination. An independent legal

proession is an important orce in preserving government under la", or a!use o legal

authority is more readily challenged !y a proession "hose mem!ers are not dependent

on government or the right to practice.

H%2I *he legal proession1s relative autonomy carries "ith it special responsi!ilities o

sel>government. *he proession has a responsi!ility to assure that its regulations are

conceived in the pu!lic interest and not in urtherance o parochial or sel>interestedconcerns o the !ar. very la"yer is responsi!le or o!servance o the :ules o

roessional 'onduct. A la"yer should also aid in securing their o!servance !y otherla"yers. eglect o these responsi!ilities compromises the independence o the

proession and the pu!lic interest "hich it serves.

H%3I


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H%I 'ompliance "ith the :ules, as "ith all la" in an open society, depends primarily

upon understanding and voluntary compliance, secondarily upon reinorcement !y peer

and pu!lic opinion and inally, "hen necessary, upon enorcement through disciplinary

proceedings. *he :ules do not, ho"ever, e6haust the moral and ethical considerationsthat should inorm a la"yer, or no "orth"hile human activity can !e completely deined

!y legal rules. *he :ules simply provide a rame"or4 or the ethical practice o la".

H%$I Furthermore, or purposes o determining the la"yer1s authority and responsi!ility,

principles o su!stantive la" e6ternal to these :ules determine "hether a client>la"yerrelationship e6ists. ?ost o the duties lo"ing rom the client>la"yer relationship attach

only ater the client has re;uested the la"yer to render legal services and the la"yer has

agreed to do so. But there are some duties, such as that o conidentiality under :ule %.,that attach "hen the la"yer agrees to consider "hether a client>la"yer relationship shall

!e esta!lished. ee :ule %.%8. =hether a client>la"yer relationship e6ists or any speciic

purpose can depend on the circumstances and may !e a ;uestion o act.

H%8I @nder various legal provisions, including constitutional, statutory and common la",the responsi!ilities o government la"yers may include authority concerning legal

matters that ordinarily reposes in the client in private client>la"yer relationships. For

e6ample, a la"yer or a government agency may have authority on !ehal o thegovernment to decide upon settlement or "hether to appeal rom an adverse 9udgment.

uch authority in various respects is generally vested in the attorney general and the

state1s attorney in state government, and their ederal counterparts, and the same may !etrue o other government la" oicers. Also, la"yers under the supervision o these

oicers may !e authoriEed to represent several government agencies in

intragovernmental legal controversies in circumstances "here a private la"yer could notrepresent multiple private clients. *hese :ules do not a!rogate any such authority.

H%&I Failure to comply "ith an o!ligation or prohi!ition imposed !y a :ule is a !asis or

invo4ing the disciplinary process. *he :ules presuppose that disciplinary assessment o a

la"yer1s conduct "ill !e made on the !asis o the acts and circumstances as they e6istedat the time o the conduct in ;uestion and in recognition o the act that a la"yer oten has

to act upon uncertain or incomplete evidence o the situation. ?oreover, the :ules

presuppose that "hether or not discipline should !e imposed or a violation, and the

severity o a sanction, depend on all the circumstances, such as the "illulness andseriousness o the violation, e6tenuating actors and "hether there have !een previous

violations.

H20I iolation o a :ule should not itsel give rise to a cause o action against a la"yer

nor should it create any presumption in such a case that a legal duty has !een !reached. naddition, violation o a :ule does not necessarily "arrant any other nondisciplinary



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remedy, such as dis;ualiication o a la"yer in pending litigation. *he :ules are designed

to provide guidance to la"yers and to provide a structure or regulating conduct through

disciplinary agencies. *hey are not designed to !e a !asis or civil lia!ility. Furthermore,

the purpose o the :ules can !e su!verted "hen they are invo4ed !y opposing parties asprocedural "eapons. *he act that a :ule is a 9ust !asis or a la"yer1s sel>assessment, or

or sanctioning a la"yer under the administration o a disciplinary authority, does not

imply that an antagonist in a collateral proceeding or transaction has standing to see4enorcement o the :ule. evertheless, since the :ules do esta!lish standards o conduct

!y la"yers, a la"yer1s violation o a :ule may !e evidence o !reach o the applica!le

standard o conduct.

H2%I *he 'omment accompanying each :ule e6plains and illustrates the meaning andpurpose o the :ule. *he ream!le and this note on cope provide general orientation.

*he 'omments are intended as guides to interpretation, !ut the te6t o each :ule is

authoritative.



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Rules

:ule %.0 *erminology

Client96a:er Relationsi-

:ule %.% 'ompetence

:ule %.2 cope o :epresentation and Allocation o Authority Bet"een 'lient and


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:ule 3.- mpartiality and /ecorum o the *ri!unal

:ule 3. *rial u!licity

:ule 3.$


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ABA Model Rules of Professional Conduct Page 1/ of 55

Maintaining te "ntegrit of te Profession

:ule 8.% Bar Admission and /isciplinary ?atters

:ule 8.2 Judicial and


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ABA Model Rules of Professional Conduct Page 1. of 55

Client96a:er Relationsi-

Rule 1, %erminolog

(a) 7Belie7 or 7!elieves7 denotes that the person involved actually supposed the act in

;uestion to !e true. A person1s !elie may !e inerred rom circumstances.

(!) 7'onirmed in "riting,7 "hen used in reerence to the inormed consent o a person,denotes inormed consent that is given in "riting !y the person or a "riting that a la"yer

promptly transmits to the person conirming an oral inormed consent. ee paragraph (e)

or the deinition o 7inormed consent.7 it is not easi!le to o!tain or transmit the"riting at the time the person gives inormed consent, then the la"yer must o!tain or

transmit it "ithin a reasona!le time thereater.

(c) 7Firm7 or 7la" irm7 denotes a la"yer or la"yers in a la" partnership, proessional

corporation, sole proprietorship or other association authoriEed to practice la"5 orla"yers employed in a legal services organiEation or the legal department o a

corporation or other organiEation.

(d) 7Fraud7 or 7raudulent7 denotes conduct that is raudulent under the su!stantive or

procedural la" o the applica!le 9urisdiction and has a purpose to deceive.

(e) 7normed consent7 denotes the agreement !y a person to a proposed course o

conduct ater the la"yer has communicated ade;uate inormation and e6planation a!out

the material ris4s o and reasona!ly availa!le alternatives to the proposed course oconduct.

() 7no"ingly,7 74no"n,7 or 74no"s7 denotes actual 4no"ledge o the act in ;uestion.

A person1s 4no"ledge may !e inerred rom circumstances.

(g) 7artner7 denotes a mem!er o a partnership, a shareholder in a la" irm organiEed as

a proessional corporation, or a mem!er o an association authoriEed to practice la".

(h) 7:easona!le7 or 7reasona!ly7 "hen used in relation to conduct !y a la"yer denotesthe conduct o a reasona!ly prudent and competent la"yer.

(i) 7:easona!le !elie7 or 7reasona!ly !elieves7 "hen used in reerence to a la"yer

denotes that the la"yer !elieves the matter in ;uestion and that the circumstances aresuch that the !elie is reasona!le.



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(9) 7:easona!ly should 4no"7 "hen used in reerence to a la"yer denotes that a la"yer

o reasona!le prudence and competence "ould ascertain the matter in ;uestion.

(4) 7creened7 denotes the isolation o a la"yer rom any participation in a matterthrough the timely imposition o procedures "ithin a irm that are reasona!ly ade;uateunder the circumstances to protect inormation that the isolated la"yer is o!ligated to

protect under these :ules or other la".

(l) 7u!stantial7 "hen used in reerence to degree or e6tent denotes a material matter o

clear and "eighty importance.

(m) 7*ri!unal7 denotes a court, an ar!itrator in a !inding ar!itration proceeding or alegislative !ody, administrative agency or other !ody acting in an ad9udicative capacity.

A legislative !ody, administrative agency or other !ody acts in an ad9udicative capacity

"hen a neutral oicial, ater the presentation o evidence or legal argument !y a party orparties, "ill render a !inding legal 9udgment directly aecting a party1s interests in a

particular matter.

(n) 7=riting7 or 7"ritten7 denotes a tangi!le or electronic record o a communication or

representation, including hand"riting, type"riting, printing, photostating, photography,audio or videorecording and e>mail. A 7signed7 "riting includes an electronic sound,

sym!ol or process attached to or logically associated "ith a "riting and e6ecuted or

adopted !y a person "ith the intent to sign the "riting.

Rule 1,1 Com-etenceA la"yer shall provide competent representation to a client. 'ompetent representation

re;uires the legal 4no"ledge, s4ill, thoroughness and preparation reasona!ly necessary

or the representation.

Rule 1,2 co-e of Re-resentation And Allocation &f Autorit

Bet:een Client And 6a:er

(a) u!9ect to paragraphs (c) and (d), a la"yer shall a!ide !y a client1s decisions

concerning the o!9ectives o representation and, as re;uired !y :ule %., shall consult

"ith the client as to the means !y "hich they are to !e pursued. A la"yer may ta4e suchaction on !ehal o the client as is impliedly authoriEed to carry out the representation. A

la"yer shall a!ide !y a client1s decision "hether to settle a matter. n a criminal case, thela"yer shall a!ide !y the client1s decision, ater consultation "ith the la"yer, as to a plea

to !e entered, "hether to "aive 9ury trial and "hether the client "ill testiy.



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(!) A la"yer1s representation o a client, including representation !y appointment, does

not constitute an endorsement o the client1s political, economic, social or moral vie"s or

activities.

(c) A la"yer may limit the scope o the representation i the limitation is reasona!leunder the circumstances and the client gives inormed consent.

(d) A la"yer shall not counsel a client to engage, or assist a client, in conduct that the

la"yer 4no"s is criminal or raudulent, !ut a la"yer may discuss the legal conse;uences

o any proposed course o conduct "ith a client and may counsel or assist a client toma4e a good aith eort to determine the validity, scope, meaning or application o the

la".

Rule 1,3 'iligenceA la"yer shall act "ith reasona!le diligence and promptness in representing a client.

Rule 1,4 Communication

(a) A la"yer shall

(%) promptly inorm the client o any decision or circumstance "ith respect to

"hich the client1s inormed consent, as deined in :ule %.0(e), is re;uired !y these

:ules5

(2) reasona!ly consult "ith the client a!out the means !y "hich the client1s

o!9ectives are to !e accomplished5

(3) 4eep the client reasona!ly inormed a!out the status o the matter5

() promptly comply "ith reasona!le re;uests or inormation5 and

(-) consult "ith the client a!out any relevant limitation on the la"yer1s conduct"hen the la"yer 4no"s that the client e6pects assistance not permitted !y the

:ules o roessional 'onduct or other la".

(!) A la"yer shall e6plain a matter to the e6tent reasona!ly necessary to permit the client

to ma4e inormed decisions regarding the representation.

Rule 1,5 ;ees



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(a) A la"yer shall not ma4e an agreement or, charge, or collect an unreasona!le ee or

an unreasona!le amount or e6penses. *he actors to !e considered in determining the

reasona!leness o a ee include the ollo"ing

(%) the time and la!or re;uired, the novelty and diiculty o the ;uestionsinvolved, and the s4ill re;uisite to perorm the legal service properly5

(2) the li4elihood, i apparent to the client, that the acceptance o the particular

employment "ill preclude other employment !y the la"yer5

(3) the ee customarily charged in the locality or similar legal services5

() the amount involved and the results o!tained5

(-) the time limitations imposed !y the client or !y the circumstances5

() the nature and length o the proessional relationship "ith the client5

($) the e6perience, reputation, and a!ility o the la"yer or la"yers perorming the

services5 and

(8) "hether the ee is i6ed or contingent.

(!) *he scope o the representation and the !asis or rate o the ee and e6penses or "hichthe client "ill !e responsi!le shall !e communicated to the client, preera!ly in "riting,

!eore or "ithin a reasona!le time ater commencing the representation, e6cept "hen thela"yer "ill charge a regularly represented client on the same !asis or rate. Any changes

in the !asis or rate o the ee or e6penses shall also !e communicated to the client.

(c) A ee may !e contingent on the outcome o the matter or "hich the service is

rendered, e6cept in a matter in "hich a contingent ee is prohi!ited !y paragraph (d) or

other la". A contingent ee agreement shall !e in a "riting signed !y the client and shallstate the method !y "hich the ee is to !e determined, including the percentage or

percentages that shall accrue to the la"yer in the event o settlement, trial or appeal5

litigation and other e6penses to !e deducted rom the recovery5 and "hether such

e6penses are to !e deducted !eore or ater the contingent ee is calculated. *he

agreement must clearly notiy the client o any e6penses or "hich the client "ill !elia!le "hether or not the client is the prevailing party. @pon conclusion o a contingent

ee matter, the la"yer shall provide the client "ith a "ritten statement stating theoutcome o the matter and, i there is a recovery, sho"ing the remittance to the client and

the method o its determination.



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(d) A la"yer shall not enter into an arrangement or, charge, or collect

(%) any ee in a domestic relations matter, the payment or amount o "hich is

contingent upon the securing o a divorce or upon the amount o alimony orsupport, or property settlement in lieu thereo5 or

(2) a contingent ee or representing a deendant in a criminal case.

(e) A division o a ee !et"een la"yers "ho are not in the same irm may !e made only

i

(%) the division is in proportion to the services perormed !y each la"yer or each

la"yer assumes 9oint responsi!ility or the representation5

(2) the client agrees to the arrangement, including the share each la"yer "illreceive, and the agreement is conirmed in "riting5 and

(3) the total ee is reasona!le.

Rule 1, Confidentialit of "nformation

(a) A la"yer shall not reveal inormation relating to the representation o a client unlessthe client gives inormed consent, the disclosure is impliedly authoriEed in order to carry

out the representation or the disclosure is permitted !y paragraph (!).

(!) A la"yer may reveal inormation relating to the representation o a client to the e6tent

the la"yer reasona!ly !elieves necessary

(%) to prevent reasona!ly certain death or su!stantial !odily harm5

(2) to prevent the client rom committing a crime or raud that is reasona!ly

certain to result in su!stantial in9ury to the inancial interests or property o

another and in urtherance o "hich the client has used or is using the la"yer1s

services5

(3) to prevent, mitigate or rectiy su!stantial in9ury to the inancial interests orproperty o another that is reasona!ly certain to result or has resulted rom the

client1s commission o a crime or raud in urtherance o "hich the client has used

the la"yer1s services5

() to secure legal advice a!out the la"yer1s compliance "ith these :ules5



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(-) to esta!lish a claim or deense on !ehal o the la"yer in a controversy

!et"een the la"yer and the client, to esta!lish a deense to a criminal charge or

civil claim against the la"yer !ased upon conduct in "hich the client "as

involved, or to respond to allegations in any proceeding concerning the la"yer1srepresentation o the client5 or

() to comply "ith other la" or a court order.

Rule 1,0 Conflict &f "nterest7 Current Clients

(a) 6cept as provided in paragraph (!), a la"yer shall not represent a client i therepresentation involves a concurrent conlict o interest. A concurrent conlict o interest

e6ists i

(%) the representation o one client "ill !e directly adverse to another client5 or

(2) there is a signiicant ris4 that the representation o one or more clients "ill !e

materially limited !y the la"yer1s responsi!ilities to another client, a ormer clientor a third person or !y a personal interest o the la"yer.

(!) ot"ithstanding the e6istence o a concurrent conlict o interest under paragraph (a),

a la"yer may represent a client i

(%) the la"yer reasona!ly !elieves that the la"yer "ill !e a!le to provide

competent and diligent representation to each aected client5

(2) the representation is not prohi!ited !y la"5

(3) the representation does not involve the assertion o a claim !y one client

against another client represented !y the la"yer in the same litigation or other

proceeding !eore a tri!unal5 and

() each aected client gives inormed consent, conirmed in "riting.

Rule 1,/ Conflict &f "nterest7 Current Clients7 -ecific Rules

(a) A la"yer shall not enter into a !usiness transaction "ith a client or 4no"ingly ac;uire

an o"nership, possessory, security or other pecuniary interest adverse to a client unless



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(%) the transaction and terms on "hich the la"yer ac;uires the interest are air and

reasona!le to the client and are ully disclosed and transmitted in "riting in a

manner that can !e reasona!ly understood !y the client5

(2) the client is advised in "riting o the desira!ility o see4ing and is given areasona!le opportunity to see4 the advice o independent legal counsel on the

transaction5 and

(3) the client gives inormed consent, in a "riting signed !y the client, to the

essential terms o the transaction and the la"yer1s role in the transaction,including "hether the la"yer is representing the client in the transaction.

(!) A la"yer shall not use inormation relating to representation o a client to the

disadvantage o the client unless the client gives inormed consent, e6cept as permitted or

re;uired !y these :ules.

(c) A la"yer shall not solicit any su!stantial git rom a client, including a testamentarygit, or prepare on !ehal o a client an instrument giving the la"yer or a person related to

the la"yer any su!stantial git unless the la"yer or other recipient o the git is related to

the client. For purposes o this paragraph, related persons include a spouse, child,grandchild, parent, grandparent or other relative or individual "ith "hom the la"yer or

the client maintains a close, amilial relationship.

(d) rior to the conclusion o representation o a client, a la"yer shall not ma4e or

negotiate an agreement giving the la"yer literary or media rights to a portrayal or account

!ased in su!stantial part on inormation relating to the representation.

(e) A la"yer shall not provide inancial assistance to a client in connection "ith pending

or contemplated litigation, e6cept that

(%) a la"yer may advance court costs and e6penses o litigation, the repayment o"hich may !e contingent on the outcome o the matter5 and

(2) a la"yer representing an indigent client may pay court costs and e6penses o

litigation on !ehal o the client.

() A la"yer shall not accept compensation or representing a client rom one other thanthe client unless

(%) the client gives inormed consent5



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(2) there is no intererence "ith the la"yer1s independence o proessional

9udgment or "ith the client>la"yer relationship5 and

(3) inormation relating to representation o a client is protected as re;uired !y:ule %..

(g) A la"yer "ho represents t"o or more clients shall not participate in ma4ing anaggregate settlement o the claims o or against the clients, or in a criminal case an

aggregated agreement as to guilty or nolo contendere pleas, unless each client gives

inormed consent, in a "riting signed !y the client. *he la"yer1s disclosure shall includethe e6istence and nature o all the claims or pleas involved and o the participation o

each person in the settlement.

(h) A la"yer shall not

(%) ma4e an agreement prospectively limiting the la"yer1s lia!ility to a client or

malpractice unless the client is independently represented in ma4ing theagreement5 or

(2) settle a claim or potential claim or such lia!ility "ith an unrepresented client

or ormer client unless that person is advised in "riting o the desira!ility osee4ing and is given a reasona!le opportunity to see4 the advice o independent

legal counsel in connection there"ith.

(i) A la"yer shall not ac;uire a proprietary interest in the cause o action or su!9ect

matter o litigation the la"yer is conducting or a client, e6cept that the la"yer may

(%) ac;uire a lien authoriEed !y la" to secure the la"yer1s ee or e6penses5 and

(2) contract "ith a client or a reasona!le contingent ee in a civil case.

(9) A la"yer shall not have se6ual relations "ith a client unless a consensual se6ual

relationship e6isted !et"een them "hen the client>la"yer relationship commenced.

(4) =hile la"yers are associated in a irm, a prohi!ition in the oregoing paragraphs (a)

through (i) that applies to any one o them shall apply to all o them.

Rule 1,. 'uties to ;ormer Clients

(a) A la"yer "ho has ormerly represented a client in a matter shall not thereater

represent another person in the same or a su!stantially related matter in "hich that



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person1s interests are materially adverse to the interests o the ormer client unless the

ormer client gives inormed consent, conirmed in "riting.

(!) A la"yer shall not 4no"ingly represent a person in the same or a su!stantially relatedmatter in "hich a irm "ith "hich the la"yer ormerly "as associated had previouslyrepresented a client

(%) "hose interests are materially adverse to that person5 and

(2) a!out "hom the la"yer had ac;uired inormation protected !y :ules %. and

%.&(c) that is material to the matter5

unless the ormer client gives inormed consent, conirmed in "riting.

(c) A la"yer "ho has ormerly represented a client in a matter or "hose present or ormerirm has ormerly represented a client in a matter shall not thereater

(%) use inormation relating to the representation to the disadvantage o the ormer

client e6cept as these :ules "ould permit or re;uire "ith respect to a client, or

"hen the inormation has !ecome generally 4no"n5 or

(2) reveal inormation relating to the representation e6cept as these :ules "ould

permit or re;uire "ith respect to a client.

Rule 1,1 "m-utation of Conflicts &f "nterest7


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(2) any la"yer remaining in the irm has inormation protected !y :ules %. and

%.&(c) that is material to the matter.

(c) A dis;ualiication prescri!ed !y this rule may !e "aived !y the aected client underthe conditions stated in :ule %.$.

(d) *he dis;ualiication o la"yers associated in a irm "ith ormer or currentgovernment la"yers is governed !y :ule %.%%.

Rule 1,11 -ecial Conflicts &f "nterest for ;ormer And

Current


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other"ise availa!le to the pu!lic. A irm "ith "hich that la"yer is associated may

underta4e or continue representation in the matter only i the dis;ualiied la"yer is timely

screened rom any participation in the matter and is apportioned no part o the ee

thererom.

(d) 6cept as la" may other"ise e6pressly permit, a la"yer currently serving as a pu!lic

oicer or employee

(%) is su!9ect to :ules %.$ and %.&5 and

(2) shall not

(i) participate in a matter in "hich the la"yer participated personally andsu!stantially "hile in private practice or nongovernmental employment,

unless the appropriate government agency gives its inormed consent,conirmed in "riting5 or

(ii) negotiate or private employment "ith any person "ho is involved as aparty or as la"yer or a party in a matter in "hich the la"yer is

participating personally and su!stantially, e6cept that a la"yer serving as a

la" cler4 to a 9udge, other ad9udicative oicer or ar!itrator may negotiateor private employment as permitted !y :ule %.%2(!) and su!9ect to the

conditions stated in :ule %.%2(!).

(e) As used in this :ule, the term 7matter7 includes

(%) any 9udicial or other proceeding, application, re;uest or a ruling or other

determination, contract, claim, controversy, investigation, charge, accusation,arrest or other particular matter involving a speciic party or parties, and

(2) any other matter covered !y the conlict o interest rules o the appropriate

government agency.

Rule 1,12 ;ormer =udge> Ar*itrator> Mediator &r &ter

%ird9Part $eutral

(a) 6cept as stated in paragraph (d), a la"yer shall not represent anyone in connection

"ith a matter in "hich the la"yer participated personally and su!stantially as a 9udge orother ad9udicative oicer or la" cler4 to such a person or as an ar!itrator, mediator or



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other third>party neutral, unless all parties to the proceeding give inormed consent,

conirmed in "riting.

(!) A la"yer shall not negotiate or employment "ith any person "ho is involved as aparty or as la"yer or a party in a matter in "hich the la"yer is participating personallyand su!stantially as a 9udge or other ad9udicative oicer or as an ar!itrator, mediator or

other third>party neutral. A la"yer serving as a la" cler4 to a 9udge or other ad9udicative

oicer may negotiate or employment "ith a party or la"yer involved in a matter in

"hich the cler4 is participating personally and su!stantially, !ut only ater the la"yer hasnotiied the 9udge or other ad9udicative oicer.

(c) a la"yer is dis;ualiied !y paragraph (a), no la"yer in a irm "ith "hich that

la"yer is associated may 4no"ingly underta4e or continue representation in the matterunless

(%) the dis;ualiied la"yer is timely screened rom any participation in the matter

and is apportioned no part o the ee thererom5 and

(2) "ritten notice is promptly given to the parties and any appropriate tri!unal to

ena!le them to ascertain compliance "ith the provisions o this rule.

(d) An ar!itrator selected as a partisan o a party in a multimem!er ar!itration panel is not

prohi!ited rom su!se;uently representing that party.

Rule 1,13 &rgani?ation as Client(a) A la"yer employed or retained !y an organiEation represents the organiEation actingthrough its duly authoriEed constituents.

(!) a la"yer or an organiEation 4no"s that an oicer, employee or other person

associated "ith the organiEation is engaged in action, intends to act or reuses to act in a

matter related to the representation that is a violation o a legal o!ligation to theorganiEation, or a violation o la" that reasona!ly might !e imputed to the organiEation,

and that is li4ely to result in su!stantial in9ury to the organiEation, then the la"yer shall

proceed as is reasona!ly necessary in the !est interest o the organiEation. @nless the

la"yer reasona!ly !elieves that it is not necessary in the !est interest o the organiEationto do so, the la"yer shall reer the matter to higher authority in the organiEation,

including, i "arranted !y the circumstances to the highest authority that can act on

!ehal o the organiEation as determined !y applica!le la".

(c) 6cept as provided in paragraph (d), i



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(%) despite the la"yer1s eorts in accordance "ith paragraph (!) the highest

authority that can act on !ehal o the organiEation insists upon or ails to address

in a timely and appropriate manner an action, or a reusal to act, that is clearly a

violation o la", and

(2) the la"yer reasona!ly !elieves that the violation is reasona!ly certain to result

in su!stantial in9ury to the organiEation,

then the la"yer may reveal inormation relating to the representation "hether or not :ule

%. permits such disclosure, !ut only i and to the e6tent the la"yer reasona!ly !elievesnecessary to prevent su!stantial in9ury to the organiEation.

(d) aragraph (c) shall not apply "ith respect to inormation relating to a la"yer1s

representation o an organiEation to investigate an alleged violation o la", or to deend

the organiEation or an oicer, employee or other constituent associated "ith theorganiEation against a claim arising out o an alleged violation o la".

(e) A la"yer "ho reasona!ly !elieves that he or she has !een discharged !ecause o the

la"yer1s actions ta4en pursuant to paragraphs (!) or (c), or "ho "ithdra"s under

circumstances that re;uire or permit the la"yer to ta4e action under either o thoseparagraphs, shall proceed as the la"yer reasona!ly !elieves necessary to assure that the

organiEation1s highest authority is inormed o the la"yer1s discharge or "ithdra"al.

() n dealing "ith an organiEation1s directors, oicers, employees, mem!ers,

shareholders or other constituents, a la"yer shall e6plain the identity o the client "hen

the la"yer 4no"s or reasona!ly should 4no" that the organiEation1s interests are adverseto those o the constituents "ith "hom the la"yer is dealing.

(g) A la"yer representing an organiEation may also represent any o its directors,

oicers, employees, mem!ers, shareholders or other constituents, su!9ect to theprovisions o :ule %.$. the organiEation1s consent to the dual representation is re;uired

!y :ule %.$, the consent shall !e given !y an appropriate oicial o the organiEation other

than the individual "ho is to !e represented, or !y the shareholders.

Rule 1,14 Client :it 'iminised Ca-acit

(a) =hen a client1s capacity to ma4e ade;uately considered decisions in connection "ith

a representation is diminished, "hether !ecause o minority, mental impairment or or

some other reason, the la"yer shall, as ar as reasona!ly possi!le, maintain a normalclient>la"yer relationship "ith the client.



32/55


(!) =hen the la"yer reasona!ly !elieves that the client has diminished capacity, is at ris4

o su!stantial physical, inancial or other harm unless action is ta4en and cannot

ade;uately act in the client1s o"n interest, the la"yer may ta4e reasona!ly necessary

protective action, including consulting "ith individuals or entities that have the a!ility tota4e action to protect the client and, in appropriate cases, see4ing the appointment o a

guardian ad litem, conservator or guardian.

(c) normation relating to the representation o a client "ith diminished capacity is

protected !y :ule %.. =hen ta4ing protective action pursuant to paragraph (!), thela"yer is impliedly authoriEed under :ule %.(a) to reveal inormation a!out the client,

!ut only to the e6tent reasona!ly necessary to protect the client1s interests.

Rule 1,15 afe@ee-ing Pro-ert

(a) A la"yer shall hold property o clients or third persons that is in a la"yer1s possessionin connection "ith a representation separate rom the la"yer1s o"n property. Funds shall

!e 4ept in a separate account maintained in the state "here the la"yer1s oice is situated,

or else"here "ith the consent o the client or third person. #ther property shall !eidentiied as such and appropriately saeguarded. 'omplete records o such account unds

and other property shall !e 4ept !y the la"yer and shall !e preserved or a period o Hive

yearsI ater termination o the representation.

(!) A la"yer may deposit the la"yer1s o"n unds in a client trust account or the solepurpose o paying !an4 service charges on that account, !ut only in an amount necessary

or that purpose.

(c) A la"yer shall deposit into a client trust account legal ees and e6penses that have

!een paid in advance, to !e "ithdra"n !y the la"yer only as ees are earned or e6pensesincurred.

(d) @pon receiving unds or other property in "hich a client or third person has an

interest, a la"yer shall promptly notiy the client or third person. 6cept as stated in thisrule or other"ise permitted !y la" or !y agreement "ith the client, a la"yer shall

promptly deliver to the client or third person any unds or other property that the client or

third person is entitled to receive and, upon re;uest !y the client or third person, shall

promptly render a ull accounting regarding such property.

(e) =hen in the course o representation a la"yer is in possession o property in "hich

t"o or more persons (one o "hom may !e the la"yer) claim interests, the property shall

!e 4ept separate !y the la"yer until the dispute is resolved. *he la"yer shall promptly

distri!ute all portions o the property as to "hich the interests are not in dispute.



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Rule 1,1 'eclining or %erminating Re-resentation

(a) 6cept as stated in paragraph (c), a la"yer shall not represent a client or, "hererepresentation has commenced, shall "ithdra" rom the representation o a client i

(%) the representation "ill result in violation o the rules o proessional conductor other la"5

(2) the la"yer1s physical or mental condition materially impairs the la"yer1s

a!ility to represent the client5 or

(3) the la"yer is discharged.

(!) 6cept as stated in paragraph (c), a la"yer may "ithdra" rom representing a clienti

(%) "ithdra"al can !e accomplished "ithout material adverse eect on the

interests o the client5

(2) the client persists in a course o action involving the la"yer1s services that the

la"yer reasona!ly !elieves is criminal or raudulent5

(3) the client has used the la"yer1s services to perpetrate a crime or raud5

() the client insists upon ta4ing action that the la"yer considers repugnant or"ith "hich the la"yer has a undamental disagreement5

(-) the client ails su!stantially to ulill an o!ligation to the la"yer regarding the

la"yer1s services and has !een given reasona!le "arning that the la"yer "ill"ithdra" unless the o!ligation is ulilled5

() the representation "ill result in an unreasona!le inancial !urden on the

la"yer or has !een rendered unreasona!ly diicult !y the client5 or

($) other good cause or "ithdra"al e6ists.

(c) A la"yer must comply "ith applica!le la" re;uiring notice to or permission o atri!unal "hen terminating a representation. =hen ordered to do so !y a tri!unal, a la"yer

shall continue representation not"ithstanding good cause or terminating the

representation.



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(d) @pon termination o representation, a la"yer shall ta4e steps to the e6tent reasona!ly

practica!le to protect a client1s interests, such as giving reasona!le notice to the client,

allo"ing time or employment o other counsel, surrendering papers and property to

"hich the client is entitled and reunding any advance payment o ee or e6pense that hasnot !een earned or incurred. *he la"yer may retain papers relating to the client to the

e6tent permitted !y other la".

Rule 1,10 ale of 6a: Practice

A la"yer or a la" irm may sell or purchase a la" practice, or an area o la" practice,including good "ill, i the ollo"ing conditions are satisied

(a) *he seller ceases to engage in the private practice o la", or in the area o practice that

has !een sold, Hin the geographic areaI Hin the 9urisdictionI (a 9urisdiction may elect eitherversion) in "hich the practice has !een conducted5

(!) *he entire practice, or the entire area o practice, is sold to one or more la"yers or la"

irms5

(c) *he seller gives "ritten notice to each o the seller1s clients regarding

(%) the proposed sale5

(2) the client1s right to retain other counsel or to ta4e possession o the ile5 and

(3) the act that the client1s consent to the transer o the client1s iles "ill !epresumed i the client does not ta4e any action or does not other"ise o!9ect "ithin

ninety (&0) days o receipt o the notice.

a client cannot !e given notice, the representation o that client may !e transerred to

the purchaser only upon entry o an order so authoriEing !y a court having 9urisdiction.*he seller may disclose to the court in camera inormation relating to the representation

only to the e6tent necessary to o!tain an order authoriEing the transer o a ile.

(d) *he ees charged clients shall not !e increased !y reason o the sale.

Rule 1,1/ 'uties to Pros-ective Client

(a) A person "ho discusses "ith a la"yer the possi!ility o orming a client>la"yer

relationship "ith respect to a matter is a prospective client.



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(!) ven "hen no client>la"yer relationship ensues, a la"yer "ho has had discussions

"ith a prospective client shall not use or reveal inormation learned in the consultation,

e6cept as :ule %.& "ould permit "ith respect to inormation o a ormer client.

(c) A la"yer su!9ect to paragraph (!) shall not represent a client "ith interests materiallyadverse to those o a prospective client in the same or a su!stantially related matter i the

la"yer received inormation rom the prospective client that could !e signiicantly

harmul to that person in the matter, e6cept as provided in paragraph (d). a la"yer is

dis;ualiied rom representation under this paragraph, no la"yer in a irm "ith "hich thatla"yer is associated may 4no"ingly underta4e or continue representation in such a

matter, e6cept as provided in paragraph (d).

(d) =hen the la"yer has received dis;ualiying inormation as deined in paragraph (c),representation is permissi!le i

(%) !oth the aected client and the prospective client have given inormed

consent, conirmed in "riting, or

(2) the la"yer "ho received the inormation too4 reasona!le measures to avoid

e6posure to more dis;ualiying inormation than "as reasona!ly necessary todetermine "hether to represent the prospective client5 and

(i) the dis;ualiied la"yer is timely screened rom any participation in the

matter and is apportioned no part o the ee thererom5 and

(ii) "ritten notice is promptly given to the prospective client.

Counselor

Rule 2,1 Advisor

n representing a client, a la"yer shall e6ercise independent proessional 9udgment and

render candid advice. n rendering advice, a la"yer may reer not only to la" !ut to other

considerations such as moral, economic, social and political actors, that may !e relevantto the client1s situation.

Rule 2,3 Evaluation for se * %ird Persons



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(a) A la"yer may provide an evaluation o a matter aecting a client or the use o

someone other than the client i the la"yer reasona!ly !elieves that ma4ing the

evaluation is compati!le "ith other aspects o the la"yer1s relationship "ith the client.

(!) =hen the la"yer 4no"s or reasona!ly should 4no" that the evaluation is li4ely toaect the client1s interests materially and adversely, the la"yer shall not provide the

evaluation unless the client gives inormed consent.

(c) 6cept as disclosure is authoriEed in connection "ith a report o an evaluation,

inormation relating to the evaluation is other"ise protected !y :ule %..

Rule 2,4 6a:er erving as %ird9Part $eutral

(a) A la"yer serves as a third>party neutral "hen the la"yer assists t"o or more persons"ho are not clients o the la"yer to reach a resolution o a dispute or other matter that has

arisen !et"een them. ervice as a third>party neutral may include service as an ar!itrator,a mediator or in such other capacity as "ill ena!le the la"yer to assist the parties to

resolve the matter.

(!) A la"yer serving as a third>party neutral shall inorm unrepresented parties that the

la"yer is not representing them. =hen the la"yer 4no"s or reasona!ly should 4no" thata party does not understand the la"yer1s role in the matter, the la"yer shall e6plain the

dierence !et"een the la"yer1s role as a third>party neutral and a la"yer1s role as one

"ho represents a client.

Advocate

Rule 3,1 Meritorious Claims and Contentions

A la"yer shall not !ring or deend a proceeding, or assert or controvert an issue therein,

unless there is a !asis in la" and act or doing so that is not rivolous, "hich includes a

good aith argument or an e6tension, modiication or reversal o e6isting la". A la"yeror the deendant in a criminal proceeding, or the respondent in a proceeding that could

result in incarceration, may nevertheless so deend the proceeding as to re;uire that every

element o the case !e esta!lished.

Rule 3,2 E-editing 6itigation

A la"yer shall ma4e reasona!le eorts to e6pedite litigation consistent "ith the interests

o the client.



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Rule 3,3 Candor to:ard te %ri*unal

(a) A la"yer shall not 4no"ingly

(%) ma4e a alse statement o act or la" to a tri!unal or ail to correct a alse

statement o material act or la" previously made to the tri!unal !y the la"yer5

(2) ail to disclose to the tri!unal legal authority in the controlling 9urisdiction

4no"n to the la"yer to !e directly adverse to the position o the client and not

disclosed !y opposing counsel5 or

(3) oer evidence that the la"yer 4no"s to !e alse. a la"yer, the la"yerCsclient, or a "itness called !y the la"yer, has oered material evidence and the

la"yer comes to 4no" o its alsity, the la"yer shall ta4e reasona!le remedial

measures, including, i necessary, disclosure to the tri!unal. A la"yer may reuseto oer evidence, other than the testimony o a deendant in a criminal matter,

that the la"yer reasona!ly !elieves is alse.

(!) A la"yer "ho represents a client in an ad9udicative proceeding and "ho 4no"s that a

person intends to engage, is engaging or has engaged in criminal or raudulent conductrelated to the proceeding shall ta4e reasona!le remedial measures, including, i necessary,

disclosure to the tri!unal.

(c) *he duties stated in paragraphs (a) and (!) continue to the conclusion o the

proceeding, and apply even i compliance re;uires disclosure o inormation other"iseprotected !y :ule %..

(d) n an e6 parte proceeding, a la"yer shall inorm the tri!unal o all material acts

4no"n to the la"yer that "ill ena!le the tri!unal to ma4e an inormed decision, "hether

or not the acts are adverse.

Rule 3,4 ;airness to &--osing Part and Counsel

A la"yer shall not

(a) unla"ully o!struct another party1 s access to evidence or unla"ully alter, destroy or

conceal a document or other material having potential evidentiary value. A la"yer shall

not counsel or assist another person to do any such act5



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(!) alsiy evidence, counsel or assist a "itness to testiy alsely, or oer an inducement

to a "itness that is prohi!ited !y la"5

(c) 4no"ingly diso!ey an o!ligation under the rules o a tri!unal e6cept or an openreusal !ased on an assertion that no valid o!ligation e6ists5

(d) in pretrial procedure, ma4e a rivolous discovery re;uest or ail to ma4e reasona!lydiligent eort to comply "ith a legally proper discovery re;uest !y an opposing party5

(e) in trial, allude to any matter that the la"yer does not reasona!ly !elieve is relevant or

that "ill not !e supported !y admissi!le evidence, assert personal 4no"ledge o acts in

issue e6cept "hen testiying as a "itness, or state a personal opinion as to the 9ustness oa cause, the credi!ility o a "itness, the culpa!ility o a civil litigant or the guilt or

innocence o an accused5 or

() re;uest a person other than a client to rerain rom voluntarily giving relevant

inormation to another party unless

(%) the person is a relative or an employee or other agent o a client5 and

(2) the la"yer reasona!ly !elieves that the person1s interests "ill not !e adversely

aected !y reraining rom giving such inormation.

Rule 3,5 "m-artialit and 'ecorum of te %ri*unal

A la"yer shall not

(a) see4 to inluence a 9udge, 9uror, prospective 9uror or other oicial !y means prohi!ited

!y la"5

(!) communicate e6 parte "ith such a person during the proceeding unless authoriEed to

do so !y la" or court order5

(c) communicate "ith a 9uror or prospective 9uror ater discharge o the 9ury i

(%) the communication is prohi!ited !y la" or court order5

(2) the 9uror has made 4no"n to the la"yer a desire not to communicate5 or

(3) the communication involves misrepresentation, coercion, duress or

harassment5 or



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(d) engage in conduct intended to disrupt a tri!unal.

Rule 3, %rial Pu*licit(a) A la"yer "ho is participating or has participated in the investigation or litigation o a

matter shall not ma4e an e6tra9udicial statement that the la"yer 4no"s or reasona!lyshould 4no" "ill !e disseminated !y means o pu!lic communication and "ill have a

su!stantial li4elihood o materially pre9udicing an ad9udicative proceeding in the matter.

(!) ot"ithstanding paragraph (a), a la"yer may state

(%) the claim, oense or deense involved and, e6cept "hen prohi!ited !y la", the

identity o the persons involved5

(2) inormation contained in a pu!lic record5

(3) that an investigation o a matter is in progress5

() the scheduling or result o any step in litigation5

(-) a re;uest or assistance in o!taining evidence and inormation necessary

thereto5

() a "arning o danger concerning the !ehavior o a person involved, "hen there

is reason to !elieve that there e6ists the li4elihood o su!stantial harm to anindividual or to the pu!lic interest5 and

($) in a criminal case, in addition to su!paragraphs (%) through ()

(i) the identity, residence, occupation and amily status o the accused5

(ii) i the accused has not !een apprehended, inormation necessary to aidin apprehension o that person5

(iii) the act, time and place o arrest5 and

(iv) the identity o investigating and arresting oicers or agencies and the

length o the investigation.

(c) ot"ithstanding paragraph (a), a la"yer may ma4e a statement that a reasona!lela"yer "ould !elieve is re;uired to protect a client rom the su!stantial undue pre9udicial



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eect o recent pu!licity not initiated !y the la"yer or the la"yer1s client. A statement

made pursuant to this paragraph shall !e limited to such inormation as is necessary to

mitigate the recent adverse pu!licity.

(d) o la"yer associated in a irm or government agency "ith a la"yer su!9ect toparagraph (a) shall ma4e a statement prohi!ited !y paragraph (a).

Rule 3,0 6a:er as +itness

(a) A la"yer shall not act as advocate at a trial in "hich the la"yer is li4ely to !e a

necessary "itness unless

(%) the testimony relates to an uncontested issue5

(2) the testimony relates to the nature and value o legal services rendered in the

case5 or

(3) dis;ualiication o the la"yer "ould "or4 su!stantial hardship on the client.

(!) A la"yer may act as advocate in a trial in "hich another la"yer in the la"yer1s irm is

li4ely to !e called as a "itness unless precluded rom doing so !y :ule %.$ or :ule %.&.

Rule 3,/ -ecial Res-onsi*ilities of a Prosecutor

*he prosecutor in a criminal case shall

(a) rerain rom prosecuting a charge that the prosecutor 4no"s is not supported !y

pro!a!le cause5

(!) ma4e reasona!le eorts to assure that the accused has !een advised o the right to,and the procedure or o!taining, counsel and has !een given reasona!le opportunity to

o!tain counsel5

(c) not see4 to o!tain rom an unrepresented accused a "aiver o important pretrial rights,

such as the right to a preliminary hearing5

(d) ma4e timely disclosure to the deense o all evidence or inormation 4no"n to the

prosecutor that tends to negate the guilt o the accused or mitigates the oense, and, in

connection "ith sentencing, disclose to the deense and to the tri!unal all unprivileged



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mitigating inormation 4no"n to the prosecutor, e6cept "hen the prosecutor is relieved o

this responsi!ility !y a protective order o the tri!unal5

(e) not su!poena a la"yer in a grand 9ury or other criminal proceeding to presentevidence a!out a past or present client unless the prosecutor reasona!ly !elieves

(%) the inormation sought is not protected rom disclosure !y any applica!leprivilege5

(2) the evidence sought is essential to the successul completion o an ongoing

investigation or prosecution5 and

(3) there is no other easi!le alternative to o!tain the inormation5

() e6cept or statements that are necessary to inorm the pu!lic o the nature and e6tento the prosecutor1s action and that serve a legitimate la" enorcement purpose, rerain

rom ma4ing e6tra9udicial comments that have a su!stantial li4elihood o heightening

pu!lic condemnation o the accused and e6ercise reasona!le care to prevent investigators,la" enorcement personnel, employees or other persons assisting or associated "ith the

prosecutor in a criminal case rom ma4ing an e6tra9udicial statement that the prosecutor

"ould !e prohi!ited rom ma4ing under :ule 3. or this :ule.

(g) =hen a prosecutor 4no"s o ne", credi!le and material evidence creating areasona!le li4elihood that a convicted deendant did not commit an oense o "hich the

deendant "as convicted, the prosecutor shall

(%) promptly disclose that evidence to an appropriate court or authority, and

(2) i the conviction "as o!tained in the prosecutorCs 9urisdiction,

(i) promptly disclose that evidence to the deendant unless a courtauthoriEes delay, and

(ii) underta4e urther investigation, or ma4e reasona!le eorts to cause an

investigation, to determine "hether the deendant "as convicted o an

oense that the deendant did not commit.

(h) =hen a prosecutor 4no"s o clear and convincing evidence esta!lishing that a

deendant in the prosecutorCs 9urisdiction "as convicted o an oense that the deendant

did not commit, the prosecutor shall see4 to remedy the conviction.



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Rule 3,. Advocate in $onadudicative Proceedings

A la"yer representing a client !eore a legislative !ody or administrative agency in anonad9udicative proceeding shall disclose that the appearance is in a representative

capacity and shall conorm to the provisions o :ules 3.3(a) through (c), 3.(a) through(c), and 3.-.

%ransactions :it Persons &ter %an Clients

Rule 4,1 %rutfulness in tatements to &ters

n the course o representing a client a la"yer shall not 4no"ingly

(a) ma4e a alse statement o material act or la" to a third person5 or

(!) ail to disclose a material act to a third person "hen disclosure is necessary to avoidassisting a criminal or raudulent act !y a client, unless disclosure is prohi!ited !y :ule

%..

Rule 4,2 Communication :it Person Re-resented * Counsel

n representing a client, a la"yer shall not communicate a!out the su!9ect o therepresentation "ith a person the la"yer 4no"s to !e represented !y another la"yer in the

matter, unless the la"yer has the consent o the other la"yer or is authoriEed to do so !y

la" or a court order.

Rule 4,3 'ealing :it nre-resented Person

n dealing on !ehal o a client "ith a person "ho is not represented !y counsel, a la"yer

shall not state or imply that the la"yer is disinterested. =hen the la"yer 4no"s or

reasona!ly should 4no" that the unrepresented person misunderstands the la"yerCs rolein the matter, the la"yer shall ma4e reasona!le eorts to correct the misunderstanding.

*he la"yer shall not give legal advice to an unrepresented person, other than the advice

to secure counsel, i the la"yer 4no"s or reasona!ly should 4no" that the interests o

such a person are or have a reasona!le possi!ility o !eing in conlict "ith the interests othe client.

Rule 4,4 Res-ect for Rigts of %ird Persons



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(a) n representing a client, a la"yer shall not use means that have no su!stantial purpose

other than to em!arrass, delay, or !urden a third person, or use methods o o!taining

evidence that violate the legal rights o such a person.

(!) A la"yer "ho receives a document relating to the representation o the la"yer1s clientand 4no"s or reasona!ly should 4no" that the document "as inadvertently sent shall

promptly notiy the sender.

6a: ;irms and Associations

Rule 5,1 Res-onsi*ilities of Partners> Managers> and

u-ervisor 6a:ers

(a) A partner in a la" irm, and a la"yer "ho individually or together "ith other la"yerspossesses compara!le managerial authority in a la" irm, shall ma4e reasona!le eorts to

ensure that the irm has in eect measures giving reasona!le assurance that all la"yers inthe irm conorm to the :ules o roessional 'onduct.

(!) A la"yer having direct supervisory authority over another la"yer shall ma4e

reasona!le eorts to ensure that the other la"yer conorms to the :ules o roessional'onduct.

(c) A la"yer shall !e responsi!le or another la"yer1s violation o the :ules o

roessional 'onduct i

(%) the la"yer orders or, "ith 4no"ledge o the speciic conduct, ratiies the

conduct involved5 or

(2) the la"yer is a partner or has compara!le managerial authority in the la" irm

in "hich the other la"yer practices, or has direct supervisory authority over the

other la"yer, and 4no"s o the conduct at a time "hen its conse;uences can !e

avoided or mitigated !ut ails to ta4e reasona!le remedial action.

Rule 5,2 Res-onsi*ilities of a u*ordinate 6a:er

(a) A la"yer is !ound !y the :ules o roessional 'onduct not"ithstanding that the

la"yer acted at the direction o another person.



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(!) A su!ordinate la"yer does not violate the :ules o roessional 'onduct i that

la"yer acts in accordance "ith a supervisory la"yer1s reasona!le resolution o an

argua!le ;uestion o proessional duty.

Rule 5,3 Res-onsi*ilities Regarding $onla:er Assistants

=ith respect to a nonla"yer employed or retained !y or associated "ith a la"yer

(a) a partner, and a la"yer "ho individually or together "ith other la"yers possesses

compara!le managerial authority in a la" irm shall ma4e reasona!le eorts to ensure

that the irm has in eect measures giving reasona!le assurance that the person1s conductis compati!le "ith the proessional o!ligations o the la"yer5

(!) a la"yer having direct supervisory authority over the nonla"yer shall ma4ereasona!le eorts to ensure that the person1s conduct is compati!le "ith the proessional

o!ligations o the la"yer5 and

(c) a la"yer shall !e responsi!le or conduct o such a person that "ould !e a viol

american bar association (aba) model rules of professional conduct

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