Rule 1.8. Conflict

Conflict

of

Interest:

Prohibited

Transactions

(a) A lawyer shall not enter into a business transaction, including investment services, with a client

or former client or knowingly acquire an ownership,

possessory, security or other pecuniary interest

adverse to a client or former client unless:

(1) The transactionandterms onwhich thelawyer

acquires the interest are fair and reasonable to the

client or former client and are fully disclosed and

transmitted in writing to the client or former client

in a manner that can be reasonably understood by

the client or former client;

(2) The client or former client is advised in writing

that the client or former client should consider the

desirability of seeking and is given a reasonable

opportunity to seek the advice of independent legal

counsel in the transaction;

(3) The client or former client gives informed consent in writing signed by the client or former client,

to the essential terms of the transaction and the

lawyer’s role in the transaction, including whether

the lawyer is representing the client in the transaction;

(4) With regard to a business transaction, the

lawyer advises the client or former client in writing

either (A) that the lawyer will provide legal services

to the client or former client concerning the transaction, or (B) that the lawyer will not provide legal

services to the client or former client and that the

lawyer is involved as a business person only and

not as a lawyer representing the client or former

client and that the lawyer is not one to whom the

client or former client can turn for legal advice concerning the transaction; and

al services

to the client or former client concerning the transaction, or (B) that the lawyer will not provide legal

services to the client or former client and that the

lawyer is involved as a business person only and

not as a lawyer representing the client or former

client and that the lawyer is not one to whom the

client or former client can turn for legal advice concerning the transaction; and

(5) With regard to the providing of investment

services, the lawyer advises the client or former

Rule 1.8

client in writing (A) whether such services are covered by legal liability insurance or other insurance,

and either (B) that the lawyer will provide legal services to the client or former client concerning the

transaction, or (C) that the lawyer will not provide

legal services to the client or former client and that

the lawyer is involved as a business person only

and not as a lawyer representing the client or former

client and that the lawyer is not one to whom the

client or former client can turn to for legal services

concerning the transaction. Investment services

shall apply only where the lawyer has either a direct

or indirect control over the invested funds and a

direct or indirect interest in the underlying investment.

For purposes of subsection (a) (1) through (a)

(5), the phrase ‘‘former client’’ shall mean a client

for whom the two-year period starting from the conclusion of representation has not expired.

(b) A lawyer shall not use information relating to

representation of a client to the disadvantage of

the client unless the client gives informed consent,

except as permitted or required by these Rules.

ent.

For purposes of subsection (a) (1) through (a)

(5), the phrase ‘‘former client’’ shall mean a client

for whom the two-year period starting from the conclusion of representation has not expired.

(b) A lawyer shall not use information relating to

representation of a client to the disadvantage of

the client unless the client gives informed consent,

except as permitted or required by these Rules.

(c) A lawyer shall not solicit any substantial gift

from a client, including a testamentary gift, or prepare on behalf of a client an instrument giving the

lawyer or a person related to the lawyer any substantial gift, unless the lawyer or other recipient of

the gift is related to the client. For purposes of this

paragraph, related persons include a spouse, child,

grandchild, parent, grandparent or other relative or

individual with whom the lawyer or the client maintains a close, familial relationship.

(d) Prior to the conclusion of representation of

a client, a lawyer shall not make or negotiate an

agreement giving the lawyer literary or media rights

to a portrayal or account based in substantial part

on information relating to the representation.

(e) A lawyer shall not provide financial assistance

to a client in connection with pending or contemplated litigation, except that:

(1) A lawyer may pay court costs and expenses

of litigation on behalf of a client, the repayment of

which may be contingent on the outcome of the

matter;

(2) A lawyer representing an indigent client may

pay court costs and expenses of litigation on behalf

of the client; and

lawyer shall not provide financial assistance

to a client in connection with pending or contemplated litigation, except that:

(1) A lawyer may pay court costs and expenses

of litigation on behalf of a client, the repayment of

which may be contingent on the outcome of the

matter;

(2) A lawyer representing an indigent client may

pay court costs and expenses of litigation on behalf

of the client; and

(3) A lawyer representing an indigent client pro

bono; a lawyer representing an indigent client pro

bono through a nonprofit legal services or public

interest organization, a law school clinical or pro

bono program, or a state or local bar association

program; and a lawyer representing an indigent client through a public defender’s office may provide

modest gifts to the client to pay for food, shelter,

21

transportation, medicine and other basic living

expenses. A lawyer may not:

(i) promise, assure or imply the availability of such

gifts prior to retention, or as an inducement to continue the client-lawyer relationship after retention,

or as an inducement to take, or forgo taking, any

action in the matter;

(ii) seek or accept reimbursement from the client,

a relative of the client, or anyone affiliated with the

client; or

(iii) publicize or advertise a willingness to provide

such gifts to prospective clients.

A lawyer may provide financial assistance permitted by this Rule even if the representation is eligible

for fees under a fee-shifting statute.

o take, or forgo taking, any

action in the matter;

(ii) seek or accept reimbursement from the client,

a relative of the client, or anyone affiliated with the

client; or

(iii) publicize or advertise a willingness to provide

such gifts to prospective clients.

A lawyer may provide financial assistance permitted by this Rule even if the representation is eligible

for fees under a fee-shifting statute.

(f) A lawyer shall not accept compensation for

representing a client from one other than the client unless:

(1) The client gives informed consent; subject to

revocationbytheclient, suchinformedconsentshall

be implied where the lawyer is retained to represent

a client by a third party obligated under the terms

of a contract to provide the client with a defense;

(2) There is no interference with the lawyer’s independence of professional judgment or with the client-lawyer relationship; and

(3) Information relating to representation of a client is protected as required by Rule 16.

(g) A lawyer who represents two or more clients

shall not participate in making an aggregate settlement of the claims of or against the clients, or in a

criminal case an aggregated agreement as to guilty

or nolo contendere pleas, unless each client gives

informed consent, in a writing signed by the client.

The lawyer’s disclosure shall include the existence

and nature of all the claims or pleas involved and

of the participation of each person in the settlement.

Subject to revocation by the client and to the terms

of the contract, such informed consent shall be

implied and need not be in writing where the lawyer

is retained to represent a client by a third party

obligated under the terms of a contract to provide

the client with a defense and indemnity for the loss

and the third party elects to settle a matter without

contribution by the client.

ettlement.

Subject to revocation by the client and to the terms

of the contract, such informed consent shall be

implied and need not be in writing where the lawyer

is retained to represent a client by a third party

obligated under the terms of a contract to provide

the client with a defense and indemnity for the loss

and the third party elects to settle a matter without

contribution by the client.

(h) A lawyer shall not:

(1) Make an agreement prospectively limiting the

lawyer’s liability to a client for malpractice unless

the client is independently represented in making

the agreement; or

(2) Settle a claim or potential claim for such liability with an unrepresented client or former client

unless that person is advised in writing of the desirability of seeking and is given a reasonable opportunity to seek the advice of independent legal counsel

in connection therewith.

Rule 1.8

(i) A lawyer shall not acquire a proprietary interest

in the cause of action or subject matter of litigation

the lawyer is conducting for a client, except that the

lawyer may:

(1) Acquire a lien granted by law to secure the

lawyer’s fee or expenses; and

(2) Contract with a client for a reasonable contingent fee in a civil case.

(j) A lawyer shall not have sexual relations with

a client unless a consensual sexual relationship

existed between them when the client-lawyer relationship commenced.

(k) While lawyers are associated in a firm, a prohibition in the foregoing subsection (a) through (i) that

applies to any one of them shall apply to all of them.

Contract with a client for a reasonable contingent fee in a civil case.

(j) A lawyer shall not have sexual relations with

a client unless a consensual sexual relationship

existed between them when the client-lawyer relationship commenced.

(k) While lawyers are associated in a firm, a prohibition in the foregoing subsection (a) through (i) that

applies to any one of them shall apply to all of them.

COMMENTARY: Business Transactions between Client

and Lawyer. Subsection (a) expressly applies to former clients

as well as existing clients. A lawyer’s legal skill and training,

together with the relationship of trust and confidence between

lawyer and client, create the possibility of overreaching when the

lawyerparticipatesina business, propertyorfinancialtransaction

with a client, for example, a loan or sales transaction or a lawyer

investment on behalf of a client. The requirements of subsection

(a) must be met even when the transaction is not closely related

to the subject matter of the representation, as when a lawyer

drafting a will for a client learns that the client needs money for

unrelated expenses and offers to make a loan to the client. It

also applies to lawyers purchasing property from estates they

represent. It does not apply to ordinary fee arrangements

between client and lawyer, which are governed by Rule 1.5,

although its requirements must be met when the lawyer accepts

an interest in the client’s business or other nonmonetary property

as payment of all or part of a fee. In addition, the Rule does not

apply to standard commercial transactions between the lawyer

and the client for products or services that the client generally

markets to others, for example, banking or brokerage services,

products manufactured or distributed by the client, and utilities’

services. In such transactions, the lawyer has no advantage in

dealing with the client, and the restrictions in subsection (a) are

unnecessary and impracticable

commercial transactions between the lawyer

and the client for products or services that the client generally

markets to others, for example, banking or brokerage services,

products manufactured or distributed by the client, and utilities’

services. In such transactions, the lawyer has no advantage in

dealing with the client, and the restrictions in subsection (a) are

unnecessary and impracticable.

Subsection (a) (1) requires that the transaction itself be fair

to the client and that its essential terms be communicated to the

client, in writing, in a manner that can be reasonably understood.

Subsection (a) (2) requires that the client also be advised, in

writing, of the desirability of seeking the advice of independent

legalcounsel.Italsorequiresthatthe clientbegivenareasonable

opportunity to obtain such advice. Subsection (a) (3) requires

that the lawyer obtain the client’s informed consent, in a writing

signed by the client, both to the essential terms of the transaction

and to the lawyer’s role. When necessary, the lawyer should

discuss both the material risks of the proposed transaction,

including any risk presented by the lawyer’s involvement, and

the existence of reasonably available alternatives and should

explain why the advice of independent legal counsel is desirable.

See Rule 1.0 (f) (definition of informed consent).

The risk to a client is greatest when the client expects the

lawyer to represent the client in the transaction itself or when

the lawyer’s financial interest otherwise poses a significant risk

that the lawyer’s representation of the client will be materially

limited by the lawyer’s financial interest in the transaction. Here,

the lawyer’s role requires that the lawyer must comply, not only

22

with the requirements of subsection (a), but also with the requirements of Rule 1.7

t the client in the transaction itself or when

the lawyer’s financial interest otherwise poses a significant risk

that the lawyer’s representation of the client will be materially

limited by the lawyer’s financial interest in the transaction. Here,

the lawyer’s role requires that the lawyer must comply, not only

22

with the requirements of subsection (a), but also with the requirements of Rule 1.7. Under that Rule, the lawyer must disclose

the risks associated with the lawyer’s dual role as both legal

adviser and participant in the transaction, such as the risk that

the lawyer will structure the transaction or give legal advice in

a way that favors the lawyer’s interests at the expense of the

client. Moreover, the lawyer must obtain the client’s informed

consent. In some cases, the lawyer’s interest may be such that

Rule1.7 willpreclude thelawyerfrom seekingthe client’sconsent

to the transaction.

If the client is independently represented in the transaction,

subsection (a) (2) of this Rule is inapplicable, and the subsection

(a) (1) requirement for full disclosure is satisfied either by a

written disclosure by the lawyer involved in the transaction or

by the client’s independent counsel. The fact that the client

was independently represented in the transaction is relevant in

determining whether the agreement was fair and reasonable to

the client as subsection (a) (1) further requires.

Use of Information Relatedto Representation.Useofinformation relating to the representation to the disadvantage of the

client violates the lawyer’s duty of loyalty. Subsection (b) applies

when the information is used to benefit either the lawyer or a

third person, such as another client or business associate of the

lawyer. For example, if a lawyer learns that a client intends to

purchase and develop several parcels of land, the lawyer may

not use that information to purchase one of the parcels in competition with the client or to recommend that another client make

such a purchase

s

when the information is used to benefit either the lawyer or a

third person, such as another client or business associate of the

lawyer. For example, if a lawyer learns that a client intends to

purchase and develop several parcels of land, the lawyer may

not use that information to purchase one of the parcels in competition with the client or to recommend that another client make

such a purchase. The Rule does not prohibit uses that do not

disadvantage the client. For example, a lawyer who learns a

government agency’s interpretation of trade legislation during

the representation of one client may properly use that information

to benefit other clients. Subsection (b) prohibits disadvantageous

use of client information unless the client gives informed consent,

except as permitted or required by these Rules. See Rules 1.2

(d), 1.6, 1.9 (c), 3.3, 4.1 (b), 8.1 and 8.3.

Gifts to Lawyers. A lawyer may accept a gift from a client,

if the transaction meets general standards of fairness. For example, a simple gift such as a present given at a holiday or as a

token of appreciation is permitted. If a client offers the lawyer a

more substantial gift, subsection (c) does not prohibit the lawyer

from accepting it, although such a gift may be voidable by the

client under the doctrine of undue influence, which treats client

gifts as presumptively fraudulent. In any event, due to concerns

about overreaching and imposition on clients, a lawyer may not

suggest that a substantial gift be made to the lawyer or for the

lawyer’s benefit, except where the lawyer is related to the client

as set forth in paragraph (c).

If effectuation of a substantial gift requires preparing a legal

instrument such as a will or conveyance, the client should have

the detached advice that another lawyer can provide. The sole

exception to thisRule is where the client is arelative of the donee

ntial gift be made to the lawyer or for the

lawyer’s benefit, except where the lawyer is related to the client

as set forth in paragraph (c).

If effectuation of a substantial gift requires preparing a legal

instrument such as a will or conveyance, the client should have

the detached advice that another lawyer can provide. The sole

exception to thisRule is where the client is arelative of the donee.

This Rule does not prohibit a lawyer from seeking to have

the lawyer or a partner or associate of the lawyer named as

executor of the client’s estate or to another potentially lucrative

fiduciary position. Nevertheless, such appointments will be subject to the general conflict of interest provision in Rule 1.7 when

there is a significant risk that the lawyer’s interest in obtaining

the appointment will materially limit the lawyer’s independent

professional judgment in advising the client concerning the

choice of an executor or other fiduciary. In obtaining the client’s

informed consent to the conflict, the lawyer should advise the

client concerning the nature and extent of the lawyer’s financial

interest in the appointment, as well as the availability of alternative candidates for the position.

Literary Rights. An agreement by which a lawyer acquires

literary or media rights concerning the conduct of the representation creates a conflict between the interests of the client and

Rule 1.8

the personal interests of the lawyer. Measures suitable in the

representation of the client may detract from the publication

value of an account of the representation. Subsection (d) does

not prohibit a lawyer representing a client in a transaction concerning literary property from agreeing that the lawyer’s fee shall

consist of a share in ownership in the property,if the arrangement

conforms to Rule 1.5 and subsections (a) and (i).

Financial Assistance

n the

representation of the client may detract from the publication

value of an account of the representation. Subsection (d) does

not prohibit a lawyer representing a client in a transaction concerning literary property from agreeing that the lawyer’s fee shall

consist of a share in ownership in the property,if the arrangement

conforms to Rule 1.5 and subsections (a) and (i).

Financial Assistance. Lawyers may not subsidize lawsuits

or administrative proceedings brought on behalf of their clients,

including making or guaranteeing loans to their clients for living

expenses, because to do so would encourage clients to pursue

lawsuits that might not otherwise be brought and because such

assistance gives lawyers too great a financial stake in the litigation. These dangers do not warrant a prohibition on a lawyer

lending a client court costs and litigation expenses, including the

expenses of medical examination and the costs of obtaining

and presenting evidence, because these advances are virtually

indistinguishable from contingent fees and help ensure access to

the courts. Similarly, an exception allowing lawyers representing

indigent clients to pay court costs and litigation expenses regardless of whether these funds will be repaid is warranted.

Subsection (e)(3) providesanotherexception. A lawyer representing an indigent client who does not pay a fee may give the

client gifts in the form of modest contributions toward basic

necessities of life such as food, shelter, transportation, clothing,

and medicine. If the gift may have consequences for the client,

including, e.g.,forreceipt ofgovernment benefits,socialservices,

or tax liability, the lawyer should consult with the client about

such consequences. See Rule 1.4.

The subsection (e) (3) exception is narrow. Modest contributions towards basic necessities are allowed only in circumstances where it is unlikely to create conflicts of interest or

invite abuse

gift may have consequences for the client,

including, e.g.,forreceipt ofgovernment benefits,socialservices,

or tax liability, the lawyer should consult with the client about

such consequences. See Rule 1.4.

The subsection (e) (3) exception is narrow. Modest contributions towards basic necessities are allowed only in circumstances where it is unlikely to create conflicts of interest or

invite abuse.

Financial assistance, including modest gifts pursuant to subsection (e) (3), may be provided even if the representation is

eligible for fees under a fee-shifting statute. However, subsection

(e) (3) does not permit lawyers to provide assistance in other

contemplated or pending litigation in which the lawyer may eventually recover a fee, such as contingent-fee personal injury cases

or cases in which fees may be available under a contractual

fee-shifting provision, even if the lawyer does not eventually

receive a fee.

Person Paying for a Lawyer’s Services. Subsection (f)

requires disclosure of the fact that the lawyer’s services are

being paid for by a third party. Such an arrangement must also

conform to the requirements of Rule 1.6 concerning confidentiality and Rule 1.7 concerning conflict of interest. Where the client

is a class, consent may be obtained on behalf of the class by

court-supervised procedure.

Lawyers are frequently asked to represent a client under

circumstances in which a third person will compensate the lawyer, in whole or in part. The third person might be a relative or

friend, an indemnitor (such as a liability insurance company) or

a co-client (such as a corporation sued along with one or more

of its employees)

may be obtained on behalf of the class by

court-supervised procedure.

Lawyers are frequently asked to represent a client under

circumstances in which a third person will compensate the lawyer, in whole or in part. The third person might be a relative or

friend, an indemnitor (such as a liability insurance company) or

a co-client (such as a corporation sued along with one or more

of its employees). Because third-party payers frequently have

interests that differ from those of the client, including interests

in minimizing the amount spent on the representation and in

learning how the representation is progressing, lawyers are prohibited from accepting or continuing such representations unless

the lawyer determines that there will be no interference with

the lawyer’s independent professional judgment and there is

informed consent from the client. See also Rule 5.4 (c) (prohibiting interference with a lawyer’s professional judgment by one

who recommends, employs or pays the lawyer to render legal

services for another).

Sometimes, it will be sufficient for the lawyer to obtain the

client’s informed consent regarding the fact of the payment and

23

the identity of the third-party payer. If, however, the fee arrangement creates a conflict of interest for the lawyer, then the lawyer

must comply with Rule 1.7. The lawyer must also conform to

the requirements of Rule 1.6 concerning confidentiality. Under

Rule 1.7 (a), a conflict of interest exists if there is significant risk

that the lawyer’s representation of the client will be materially

limited by the lawyer’s own interest in the fee arrangement or by

the lawyer’s responsibilities to the third-party payer (for example,

when the third-party payer is a co-client). Under Rule 1.7 (b),

the lawyer may accept or continue the representation with the

informed consent of each affected client, unless the conflict is

nonconsentable under that subsection. Under Rule 1.7 (b), the

informed consent must be confirmed in writing.

Aggregate Settlements

ent or by

the lawyer’s responsibilities to the third-party payer (for example,

when the third-party payer is a co-client). Under Rule 1.7 (b),

the lawyer may accept or continue the representation with the

informed consent of each affected client, unless the conflict is

nonconsentable under that subsection. Under Rule 1.7 (b), the

informed consent must be confirmed in writing.

Aggregate Settlements. Differences in willingness to make

or accept an offer of settlement are among the risks of common

representation of multiple clients by a single lawyer. Under Rule

1.7, this is one of the risks that should be discussed before

undertaking the representation, as part of the process of

obtaining the clients’ informed consent. In addition, Rule 1.2 (a)

protects each client’s right to have the final say in deciding

whether to accept or reject an offer of settlement and in deciding

whether to enter a guilty or nolo contendere plea in a criminal

case. The rule stated in this paragraph is a corollary of both

these Rules and provides that, before any settlement offer or

plea bargain is made or accepted on behalf of multiple clients,

the lawyer must inform each of them about all the material terms

of the settlement, including what the other clients will receive or

pay if the settlement or plea offer is accepted. See also Rule

1.0 (f) (definition of informed consent). Lawyers representing a

class of plaintiffs or defendants, or those proceeding derivatively,

may not have a full client-lawyer relationship with each member

of the class; nevertheless, such lawyers must comply with applicable rules regulating notification of class members and other

procedural requirements designed to ensure adequate protection of the entire class.

Limiting

Liability

and

Settling

Malpractice

Claims.

Agreements prospectively limiting a lawyer’s liability for malpractice are prohibited unless the client is independently represented

in making the agreement because they are likely to undermine

competent and diligent representation

ation of class members and other

procedural requirements designed to ensure adequate protection of the entire class.

Limiting

Liability

and

Settling

Malpractice

Claims.

Agreements prospectively limiting a lawyer’s liability for malpractice are prohibited unless the client is independently represented

in making the agreement because they are likely to undermine

competent and diligent representation. Also, many clients are

unable to evaluate the desirability of making such an agreement

before a dispute has arisen, particularly if they are then represented by the lawyer seeking the agreement. This subsection

does not, however, prohibit a lawyer from entering into an

agreement with the client to arbitrate legal malpractice claims,

provided such agreements are enforceable and the client is fully

informed of the scope and effect of the agreement. Nor does

this subsection limit the ability of lawyers to practice in the form

of a limited-liability entity, where permitted by law, provided that

each lawyer remains personally liable to the client for his or her

own conduct and the firm complies with any conditions required

by law, such as provisions requiring client notification or maintenance of adequate liability insurance. Nor does it prohibit an

agreement in accordance with Rule 1.2 that defines the scope

of the representation, although a definition of scope that makes

the obligationsof representation illusorywill amount toanattempt

to limit liability.

Agreements settling a claim or a potential claim for malpractice are not prohibited by this Rule. Nevertheless, in view of the

danger that a lawyer will take unfair advantage of an unrepresented client or former client, the lawyer must first advise such

a person in writing of the appropriateness of independent representation in connection with such a settlement. In addition, the

lawyer must give the client or former client a reasonable opportunity to find and consult independent counsel.

Acquiring Proprietary Interest in Litigation

t a lawyer will take unfair advantage of an unrepresented client or former client, the lawyer must first advise such

a person in writing of the appropriateness of independent representation in connection with such a settlement. In addition, the

lawyer must give the client or former client a reasonable opportunity to find and consult independent counsel.

Acquiring Proprietary Interest in Litigation. Subsection (i)

states the traditional general rule that lawyers are prohibited

Rule 1.8

from acquiring a proprietary interest in litigation. Like subsection

(e), the general rule, which has its basis in common-law champerty and maintenance, is designed to avoid giving the lawyer

too great an interest in the representation. In addition, when

the lawyer acquires an ownership interest in the subject of the

representation, it will be more difficult for a client to discharge

the lawyer if the client so desires. The Rule is subject to specific

exceptions developed in decisional law and continued in these

Rules.Theexceptionforcertain advancesofthecosts oflitigation

is set forth in subsection (e). In addition, subsection (i) sets forth

exceptions for liens authorized by law to secure the lawyer’s

fees or expenses and contracts for reasonable contingent fees.

The law of each jurisdiction determines which liens are authorized by law. These may include liens granted by statute, liens

originating in common law and liens acquired by contract with

the client. When a lawyer acquires by contract a security interest

in property other than that recovered through the lawyer’s efforts

in the litigation, such an acquisition is a business or financial

transaction with a client and is governed by the requirements

of subsection (a). Contracts for contingent fees in civil cases are

governed by Rule 1.5.

Client-Lawyer Sexual Relationships. The relationship

between lawyer and client is a fiduciary one in which the lawyer

occupies the highest position of trust and confidence

’s efforts

in the litigation, such an acquisition is a business or financial

transaction with a client and is governed by the requirements

of subsection (a). Contracts for contingent fees in civil cases are

governed by Rule 1.5.

Client-Lawyer Sexual Relationships. The relationship

between lawyer and client is a fiduciary one in which the lawyer

occupies the highest position of trust and confidence. The relationship is almost always unequal; thus, a sexual relationship

between lawyer and client can involve unfair exploitation of the

lawyer’s fiduciary role, in violation of the lawyer’s basic ethical

obligation not to use the trust of the client to the client’s disadvantage.Inaddition, sucharelationshippresentsa significantdanger

that, because of the lawyer’s emotional involvement, the lawyer

will be unable to represent the client without impairment of the

exercise of independent professional judgment. Moreover, a

blurred line between the professional and personal relationships

may make it difficult to predict to what extent client confidences

will be protected by the attorney-client evidentiary privilege, since

client confidences are protected by privilege only when they are

imparted in the context of the client-lawyer relationship. Because

of the significant danger of harm to client interest and because

the client’s own emotional involvement renders it unlikely that

theclient couldgiveadequateinformed consent,this Ruleprohibits thelawyer from having sexual relations with a client regardless

of whether the relationship is consensual and regardless of the

absence of prejudice to the client.

Sexualrelationships thatpredatetheclient-lawyerrelationship

are not prohibited. Issues relating to the exploitation of the fiduciary relationship and client dependency are diminished when

the sexual relationship existed prior to the commencement of

the client-lawyer relationship

a client regardless

of whether the relationship is consensual and regardless of the

absence of prejudice to the client.

Sexualrelationships thatpredatetheclient-lawyerrelationship

are not prohibited. Issues relating to the exploitation of the fiduciary relationship and client dependency are diminished when

the sexual relationship existed prior to the commencement of

the client-lawyer relationship. However, before proceeding with

the representation in these circumstances, the lawyer should

consider whether the lawyer’s ability to represent the client will

be materially limited by the relationship. See Rule 1.7 (a) (2).

Imputation of Prohibitions. Under subsection (k), a prohibition on conduct by an individual lawyer in subsections (a) through

(i) also applies to all lawyers associated in a firm with the personally prohibited lawyer. The prohibition set forth in subsection (j)

is personal and is not applied to associated lawyers.