Rule 9.1. Definitions

(a) “Belief” or “believes” denotes that the person

involved actually thought the fact in question to be true. A

person’s belief may be inferred from circumstances.

(b) “Client” denotes a person, a public officer or agency,

or a corporation, association, organization, or other entity,

either public or private, who receives professional legal

services from a lawyer.

(c) “Confirmed in writing”, when used in reference to

the informed consent of a person, denotes informed consent

that is given in writing by that person or a writing that a lawyer

promptly transmits to the person confirming an oral informed

consent. See paragraph (g) for the definition of “informed

consent”. If it is not feasible to obtain or transmit the writing

at the time the person gives informed consent, then the lawyer

must obtain or transmit it within a reasonable time thereafter.

(d) “Consult” or “consultation” denotes communication

of information reasonably sufficient to permit the client to

understand the significance of the matter in question.

(e) “Firm” or “law firm” denotes a lawyer or lawyers in

a law partnership, professional corporation, sole proprietor-

ship, or other association authorized to practice law. It also

denotes lawyers employed in a legal services organization or in

the legal department of a corporation or other organization.

See COMMENT, Rule 1.10.

(f) “Fraud” or “fraudulent” denotes conduct (including

acts of omission) performed with a purpose to deceive; it does

not include negligent misrepresentation or negligent failure to

apprise another of relevant information, or advising or

supervising persons who are using deception in a lawful covert

investigation.

(g) “Informed consent” denotes the agreement by a

person to a proposed course of conduct after the lawyer has

adequately explained the material risks of, and the reasonably

available alternatives to, the proposed course of conduct.

on or negligent failure to

apprise another of relevant information, or advising or

supervising persons who are using deception in a lawful covert

investigation.

(g) “Informed consent” denotes the agreement by a

person to a proposed course of conduct after the lawyer has

adequately explained the material risks of, and the reasonably

available alternatives to, the proposed course of conduct.

(h) “Knowingly,” “known,” or “knows” denotes actual

knowledge of the fact in question. A person’s knowledge may

be inferred from circumstances.

(i) “Lawful covert investigation” means an investigation

in which the participants misrepresent or do not disclose their

true identity or motivation, but which otherwise conforms to

all relevant law, including the Rules of Professional Conduct

and all pertinent statutes, constitutional provisions, and

decisional law. For purposes of Rule 8.4(c), a lawyer may

advise and supervise the people engaged in a lawful covert

investigation, but the lawyer must not participate personally.

(j) “Matter” includes any judicial or other proceeding,

any application, or request for a ruling or other determination,

and any contract, claim, controversy, investigation, charge,

accusation, arrest, negotiation, or other particular transaction or

dealings involving a specific party or parties.

(k) “Partner” denotes a member of a partnership, a

shareholder in a law firm organized as a professional

corporation, or a member of an association authorized to

practice law.

(l) “Party” denotes any person who participates in, and

who has a legal interest in the outcome of, any matter for

which the lawyer has been engaged.

(m) “Person” denotes a government officer or agency,

corporation,

company,

partnership,

firm,

association,

organization, business trust, or society, as well as a natural

person.

(n) “Reasonable” or “reasonably” when used in relation

to conduct by a lawyer denotes the conduct of a reasonably

prudent and competent lawyer.

the outcome of, any matter for

which the lawyer has been engaged.

(m) “Person” denotes a government officer or agency,

corporation,

company,

partnership,

firm,

association,

organization, business trust, or society, as well as a natural

person.

(n) “Reasonable” or “reasonably” when used in relation

to conduct by a lawyer denotes the conduct of a reasonably

prudent and competent lawyer.

(o) “Reasonable belief” or “reasonably believes” when

used in reference to a lawyer denotes that the lawyer believes

the matter in question and that the circumstances are such that

the belief is reasonable.

(p) “Reasonably should know” when used in reference to

a lawyer denotes that a lawyer of reasonable prudence and

competence would ascertain the matter in question.

(q) “Screened” denotes the isolation of a person from

any participation in a matter through the timely imposition of

procedures within a firm that are reasonably adequate under

the circumstances to protect information that the isolated

person is obligated to protect under these Rules or other law.

(r) “Solicitation” is a targeted communication initiated

by the lawyer that is directed to a specific person and that

offers to provide, or can reasonably be understood as offering

to provide, legal services. A lawyer’s communication does not

constitute a solicitation if it is directed to the general public,

such as through a billboard, an Internet banner advertisement,

a website or a television commercial, or if it is in response to a

request for information or is automatically generated in

response to Internet searches.

(s) “Substantial” when used in reference to degree or

extent denotes a material matter of clear and weighty

importance.

solicitation if it is directed to the general public,

such as through a billboard, an Internet banner advertisement,

a website or a television commercial, or if it is in response to a

request for information or is automatically generated in

response to Internet searches.

(s) “Substantial” when used in reference to degree or

extent denotes a material matter of clear and weighty

importance.

(t) “Substantially related” matters for purposes of the

rules governing a lawyer’s duties to former, current, and

prospective clients denotes matters:

(1) that involve the same transaction or the same

underlying legal dispute, or

(2) where there is a substantial risk that confidential

factual information obtained in the prior matter would

materially advance a client’s position in the subsequent matter.

In assessing the risk under subsection (2), a court or

disciplinary body may rely on the nature of the services that

the lawyer provided to the earlier client, the type of

information that would ordinarily be learned by a lawyer

providing such services, and whether this information would

predictably be used to the detriment of the earlier client by a

zealous, conflict-free advocate. However, matters will not be

deemed “substantially related” under paragraph (2) if the

confidential information imparted to the lawyer has since been

disclosed to the public or to other adverse parties.

(u) “Tribunal” denotes a court, an arbitrator in a binding

arbitration proceeding, or a legislative body, administrative

agency, or other body acting in an adjudicative capacity. A

legislative body, administrative agency, or other body acts in

an adjudicative capacity when a neutral official, after the

presentation of evidence or legal argument by a party or

parties, will render a binding legal judgment directly affecting

a party’s interests in a particular matter.

eding, or a legislative body, administrative

agency, or other body acting in an adjudicative capacity. A

legislative body, administrative agency, or other body acts in

an adjudicative capacity when a neutral official, after the

presentation of evidence or legal argument by a party or

parties, will render a binding legal judgment directly affecting

a party’s interests in a particular matter.

(v) “Writing” or “written” denotes a tangible or

electronic record of a communication or representation,

including handwriting, typewriting, printing, photostating,

photography, audio or video recording, and electronic

communications. A “signed” writing includes an electronic

sound, symbol, or process attached to or logically associated

with a writing, if it is executed or adopted by a person with the

intent to sign the writing.

(SCO 1123 effective July 15, 1993; rescinded and

repromulgated by SCO 1680 effective April 15, 2009;

amended by SCO 1905 effective October 15, 2017 by SCO

1964 effective October 15, 2021; and by SCO 1984 effective

October 5, 2022)

ALASKA COMMENT

Throughout the Rules of Professional Conduct, words in

the singular include the plural and words in the plural include

the singular.

Parties

In a lawsuit or proceeding before a tribunal, the parties

include plaintiffs and defendants, petitioners and respondents,

complainants, cross-complainants, cross-defendants, and all

other persons with equivalent roles in the lawsuit or

proceeding, no matter how they are denominated. In the

negotiation, drafting, or action to enforce or alter a contract or

other agreement, the parties include all individuals who are

bound, or will be bound, by the terms of the agreement. If the

matter for which the lawyer has been engaged concerns only

giving advice without interaction with third parties, then the

only parties are the lawyer’s clients.

The section entitled “Terminology” in the ABA Model

Rules has been replaced with Rule 9.1

lter a contract or

other agreement, the parties include all individuals who are

bound, or will be bound, by the terms of the agreement. If the

matter for which the lawyer has been engaged concerns only

giving advice without interaction with third parties, then the

only parties are the lawyer’s clients.

The section entitled “Terminology” in the ABA Model

Rules has been replaced with Rule 9.1.

COMMENT

Confirmed in Writing

If it is not feasible to obtain or transmit a written

confirmation at the time the client gives informed consent, then

the lawyer must obtain or transmit it within a reasonable time

thereafter. If a lawyer has obtained a client’s informed consent,

the lawyer may act in reliance on that consent so long as it is

confirmed in writing within a reasonable time thereafter.

Firm

Whether two or more lawyers constitute a firm within

paragraph (c) can depend on the specific facts. For example,

two practitioners who share office space and occasionally

consult or assist each other ordinarily would not be regarded as

constituting a firm. However, if they present themselves to the

public in a way that suggests that they are a firm or conduct

themselves as a firm, they should be regarded as a firm for

purposes of the Rules. The terms of any formal agreement

between associated lawyers are relevant in determining

whether they are a firm, as is the fact that they have mutual

access to information concerning the clients they serve.

Furthermore, it is relevant in doubtful cases to consider the

underlying purpose of the Rule that is involved. A group of

lawyers could be regarded as a firm for purposes of the Rule

that the same lawyer should not represent opposing parties in

litigation, while it might not be so regarded for purposes of the

Rule that information acquired by one lawyer is attributed to

another

they serve.

Furthermore, it is relevant in doubtful cases to consider the

underlying purpose of the Rule that is involved. A group of

lawyers could be regarded as a firm for purposes of the Rule

that the same lawyer should not represent opposing parties in

litigation, while it might not be so regarded for purposes of the

Rule that information acquired by one lawyer is attributed to

another.

With respect to the law department of an organization,

including the government, there is ordinarily no question that

the members of the department constitute a firm within the

meaning of the Rules of Professional Conduct. There can be

uncertainty, however, as to the identity of the client. For

example, it may not be clear whether the law department of a

corporation represents a subsidiary or an affiliated corporation,

as well as the corporation by which the members of the

department are directly employed. A similar question can arise

concerning an unincorporated association and its local

affiliates.

Similar questions can also arise with respect to lawyers in

legal aid and legal services organizations. Depending upon the

structure of the organization, the entire organization or

different components of it may constitute a firm or firms for

purposes of these Rules.

Fraud

When used in these Rules, the terms “fraud” or

“fraudulent” refer to conduct that is characterized as such

under the substantive or procedural law of the applicable

jurisdiction and has a purpose to deceive. This does not include

merely negligent misrepresentation or negligent failure to

apprise another of relevant information. For purposes of these

Rules, it is not necessary that anyone has suffered damages or

relied on the misrepresentation or failure to inform

uct that is characterized as such

under the substantive or procedural law of the applicable

jurisdiction and has a purpose to deceive. This does not include

merely negligent misrepresentation or negligent failure to

apprise another of relevant information. For purposes of these

Rules, it is not necessary that anyone has suffered damages or

relied on the misrepresentation or failure to inform.

Informed Consent

Many of the Rules of Professional Conduct require the

lawyer to obtain the informed consent of a client or other

person (e.g., a former client or, under certain circumstances, a

prospective client) before accepting or continuing

representation or pursuing a course of conduct. See, e.g., Rules

1.2(c), 1.6(a) and 1.7(b). The communication necessary to

obtain such consent will vary according to the Rule involved

and the circumstances giving rise to the need to obtain

informed consent. The lawyer must make reasonable efforts to

ensure that the client or other person possesses information

reasonably adequate to make an informed decision. Ordinarily,

this will require communication that includes a disclosure of

the facts and circumstances giving rise to the situation, any

explanation reasonably necessary to inform the client or other

person of the material advantages and disadvantages of the

proposed course of conduct and a discussion of the client's or

other person's options and alternatives. In some circumstances

it may be appropriate for a lawyer to advise a client or other

person to seek the advice of other counsel. A lawyer need not

inform a client or other person of facts or implications already

known to the client or other person; nevertheless, a lawyer who

does not personally inform the client or other person assumes

the risk that the client or other person is inadequately informed

and the consent is invalid

opriate for a lawyer to advise a client or other

person to seek the advice of other counsel. A lawyer need not

inform a client or other person of facts or implications already

known to the client or other person; nevertheless, a lawyer who

does not personally inform the client or other person assumes

the risk that the client or other person is inadequately informed

and the consent is invalid. In determining whether the

information and explanation provided are reasonably adequate,

relevant factors include whether the client or other person is

experienced in legal matters generally and in making decisions

of the type involved, and whether the client or other person is

independently represented by other counsel in giving the

consent. Normally, such persons need less information and

explanation than others, and generally a client or other person

who is independently represented by other counsel in giving

the consent should be assumed to have given informed

consent.

Obtaining informed consent will usually require an

affirmative response by the client or other person. In general, a

lawyer may not assume consent from a client’s or other

person’s silence. Consent may be inferred, however, from the

conduct of a client or other person who has reasonably

adequate information about the matter. A number of Rules

require that a person’s consent be confirmed in writing. See

Rules 1.7(b) and 1.9(a). For a definition of “writing” and

“confirmed in writing,” see paragraphs (v) and (c). Other Rules

require that a client’s consent be obtained in a writing signed

by the client. See, e.g., Rules 1.8(a) and (g). For a definition of

“signed,” see paragraph (v).

Screened

This definition applies to situations where screening of a

personally disqualified lawyer is permitted to remove

imputation of a conflict of interest under Rules 1.11, 1.12 or

1.18.

The purpose of screening is to assure the affected parties

that confidential information known by the personally

disqualified lawyer remains protected

. For a definition of

“signed,” see paragraph (v).

Screened

This definition applies to situations where screening of a

personally disqualified lawyer is permitted to remove

imputation of a conflict of interest under Rules 1.11, 1.12 or

1.18.

The purpose of screening is to assure the affected parties

that confidential information known by the personally

disqualified lawyer remains protected. The personally disquali-

fied lawyer should acknowledge the obligation not to

communicate with any of the other lawyers in the firm with

respect to the matter. Similarly, other lawyers in the firm who

are working on the matter should be informed that the

screening is in place and that they may not communicate with

the personally disqualified lawyer with respect to the matter.

Additional screening measures that are appropriate for the

particular matter will depend on the circumstances. To

implement, reinforce and remind all affected lawyers of the

presence of the screening, it may be appropriate for the firm to

undertake such procedures as a written undertaking by the

screened lawyer to avoid any communication with other firm

personnel and any contact with any firm files or other

information, including information in electronic form, relating

to the matter, written notice and instructions to all other firm

personnel forbidding any communication with the screened

lawyer relating to the matter, denial of access by the screened

lawyer to firm files or other information, including information

in electronic form, relating to the matter and periodic

reminders of the screen to the screened lawyer and all other

firm personnel.

In order to be effective, screening measures must be

implemented as soon as practical after a lawyer or law firm

knows or reasonably should know that there is a need for

screening.