# Del. Lawyers' R. Prof'l Conduct 1.2: Rule 1.2. Scope of representation

> Delaware · Court rules · In force

URL: https://www.frixlaw.com/law-library/statutes/SRULES_DE_DELRPC_R1_2

## Section

- **Citation:** Del. Lawyers' R. Prof'l Conduct 1.2
- **Heading:** Rule 1.2. Scope of representation
- **Jurisdiction:** Delaware
- **Kind:** Court rules
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** Delaware Court Rules / Delaware Lawyers' Rules of Professional Conduct / Delaware Lawyers' Rules of Professional Conduct with comments / Del. Lawyers' R. Prof'l Conduct 1.2

## Text

« Rule 1.2. »
(a) Subject to paragraphs (c) and (d), a lawyer shall abide by a client’s
decisions concerning the objectives of representation and, as required by
Rule 1.4, shall consult with the client as to the means by which they are to
be pursued. A lawyer may take such action on behalf of the client as is
impliedly authorized to carry out the representation. A lawyer shall abide
by a client’s decision whether to settle a matter. In a criminal case, the
lawyer shall abide by the client’s decision, after consultation with the
lawyer, as to a plea to be entered, whether to waive jury trial and whether
the client will testify.
(b) A lawyer’s representation of a client, including representation by
appointment, does not constitute an endorsement of the client’s political,
economic, social or moral views or activities.
(c) A lawyer may limit the scope of the representation if the limitation
is reasonable under the circumstances and the client gives informed
consent.
(d) A lawyer shall not counsel a client to engage, or assist a client, in
conduct that the lawyer knows is criminal or fraudulent, but a lawyer may
discuss the legal consequences of any proposed course of conduct with a
client and may counsel or assist a client to make a good faith effort to
determine the validity, scope, meaning or application of the law.

COMMENT

Allocation of authority between client and lawyer. — [1] Paragraph (a)
confers upon the client the ultimate authority to determine the purposes to
be served by legal representation, within the limits imposed by law and the
lawyer’s professional obligations. The decisions specified in paragraph
a good faith effort to
determine the validity, scope, meaning or application of the law.

COMMENT

Allocation of authority between client and lawyer. — [1] Paragraph (a)
confers upon the client the ultimate authority to determine the purposes to
be served by legal representation, within the limits imposed by law and the
lawyer’s professional obligations. The decisions specified in paragraph
(a), such as whether to settle a civil matter, must also be made by the
client. See Rule 1.4(a)(1) for the lawyer’s duty to communicate with the
client about such decisions. With respect to the means by which the client’s
objectives are to be pursued, the lawyer shall consult with the

client as required by Rule 1.4(a)(2) and may take such action as is
impliedly authorized to carry out the representation.
[2] On occasion, however, a lawyer and a client may disagree about the
means to be used to accomplish the client’s objectives. Clients normally
defer to the special knowledge and skill of their lawyer with respect to the
means to be used to accomplish their objectives, particularly with respect
to technical, legal and tactical matters. Conversely, lawyers usually defer
to the client regarding such questions as the expense to be incurred and
concern for third persons who might be adversely affected. Because of the
varied nature of the matters about which a lawyer and client might disagree
and because the actions in question may implicate the interests of a tribunal
or other persons, this Rule does not prescribe how such disagreements are
to be resolved. Other law, however, may be applicable and should be
consulted by the lawyer. The lawyer should also consult with the client
and seek a mutually acceptable resolution of the disagreement. If such
efforts are unavailing and the lawyer has a fundamental disagreement
with the client, the lawyer may withdraw from the representation. See Rule
1.16(b)(4). Conversely, the client may resolve the disagreement by
discharging the lawyer. See Rule 1.16(a)(3)
nsulted by the lawyer. The lawyer should also consult with the client
and seek a mutually acceptable resolution of the disagreement. If such
efforts are unavailing and the lawyer has a fundamental disagreement
with the client, the lawyer may withdraw from the representation. See Rule
1.16(b)(4). Conversely, the client may resolve the disagreement by
discharging the lawyer. See Rule 1.16(a)(3).
[3] At the outset of a representation, the client may authorize the lawyer
to take specific action on the client’s behalf without further consultation.
Absent a material change in circumstances and subject to Rule 1.4, a
lawyer may rely on such an advance authorization. The client may,
however, revoke such authority at any time.
[4] In a case in which the client appears to be suffering diminished
capacity, the lawyer’s duty to abide by the client’s decisions is to be guided
by reference to Rule 1.14.
[5] Independence from client’s views or activities. — Legal
representation should not be denied to people who are unable to afford
legal services, or whose cause is controversial or the subject of popular
disapproval. By the same token, representing a client does not constitute
approval of the client’s views or activities.
[6] Agreements limiting scope of representation. — The scope of
services to be provided by a lawyer may be limited by agreement with the
client or by the terms under which the lawyer’s services are made
gal services, or whose cause is controversial or the subject of popular
disapproval. By the same token, representing a client does not constitute
approval of the client’s views or activities.
[6] Agreements limiting scope of representation. — The scope of
services to be provided by a lawyer may be limited by agreement with the
client or by the terms under which the lawyer’s services are made

available to the client. When a lawyer has been retained by an insurer to
represent an insured, for example, the representation may be limited to
matters related to the insurance coverage. A limited representation may be
appropriate because the client has limited objectives for the representation.
In addition, the terms upon which representation is undertaken may
exclude specific means that might otherwise be used to accomplish the
client’s objectives. Such limitations may exclude actions that the client
thinks are too costly or that the lawyer regards as repugnant or imprudent.
[7] Although this Rule affords the lawyer and client substantial latitude
to limit the representation, the limitation must be reasonable under the
circumstances. If, for example, a client’s objective is limited to securing
general information about the law the client needs in order to handle a
common and typically uncomplicated legal problem, the lawyer and client
may agree that the lawyer’s services will be limited to a brief telephone
consultation. Such a limitation, however, would not be reasonable if the
time allotted was not sufficient to yield advice upon which the client could
rely. Although an agreement for a limited representation does not exempt a
lawyer from the duty to provide competent representation, the limitation is
a factor to be considered when determining the legal knowledge, skill,
thoroughness and preparation reasonably necessary for the representation.
See Rule 1.1.
[8] All agreements concerning a lawyer’s representation of a client must
accord with the Rules of Professional Conduct and other law
entation does not exempt a
lawyer from the duty to provide competent representation, the limitation is
a factor to be considered when determining the legal knowledge, skill,
thoroughness and preparation reasonably necessary for the representation.
See Rule 1.1.
[8] All agreements concerning a lawyer’s representation of a client must
accord with the Rules of Professional Conduct and other law. See, e.g.,
Rules 1.1, 1.8 and 5.6.
[9] Criminal, fraudulent and prohibited transactions. — Paragraph (d)
prohibits a lawyer from knowingly counseling or assisting a client to
commit a crime or fraud. This prohibition, however, does not preclude the
lawyer from giving an honest opinion about the actual consequences that
appear likely to result from a client’s conduct. Nor does the fact that a
client uses advice in a course of action that is criminal or fraudulent of
itself make a lawyer a party to the course of action. There is a critical
distinction between presenting an analysis of legal aspects of questionable
conduct and recommending the means by which a crime or fraud might be
committed with impunity.

[10] When the client’s course of action has already begun and is
continuing, the lawyer’s responsibility is especially delicate. The lawyer is
required to avoid assisting the client, for example, by drafting or
delivering documents that the lawyer knows are fraudulent or by
suggesting how the wrongdoing might be concealed. A lawyer may not
continue assisting a client in conduct that the lawyer originally supposed
was legally proper but then discovers is criminal or fraudulent. The lawyer
must, therefore, withdraw from the representation of the client in the
matter. See Rule 1.16(a). In some cases, withdrawal alone might be
insufficient. It may be necessary for the lawyer to give notice of the fact of
withdrawal and to disaffirm any opinion, document, affirmation or the
like. See Rule 4.1
lly supposed
was legally proper but then discovers is criminal or fraudulent. The lawyer
must, therefore, withdraw from the representation of the client in the
matter. See Rule 1.16(a). In some cases, withdrawal alone might be
insufficient. It may be necessary for the lawyer to give notice of the fact of
withdrawal and to disaffirm any opinion, document, affirmation or the
like. See Rule 4.1.
[11] Where the client is a fiduciary, the lawyer may be charged with
special obligations in dealings with a beneficiary.
[12] Paragraph (d) applies whether or not the defrauded party is a party
to the transaction. Hence, a lawyer must not participate in a transaction to
effectuate criminal or fraudulent avoidance of tax liability. Paragraph (d)
does not preclude undertaking a criminal defense incident to a general
retainer for legal services to a lawful enterprise. The last clause of
paragraph (d) recognizes that determining the validity or interpretation of
a statute or regulation may require a course of action involving
disobedience of the statute or regulation or of the interpretation placed
upon it by governmental authorities.
[13] If a lawyer comes to know or reasonably should know that a client
expects assistance not permitted by the Rules of Professional Conduct or
other law or if the lawyer intends to act contrary to the client’s
instructions, the lawyer must consult with the client regarding the
limitations on the lawyer’s conduct. See Rule 1.4(a)(5).

NOTES TO DECISIONS

Client relations.
— Effective representation.
— Perjury.
Analysis
r reasonably should know that a client
expects assistance not permitted by the Rules of Professional Conduct or
other law or if the lawyer intends to act contrary to the client’s
instructions, the lawyer must consult with the client regarding the
limitations on the lawyer’s conduct. See Rule 1.4(a)(5).

NOTES TO DECISIONS

Client relations.
— Effective representation.
— Perjury.
Analysis

— Scope.
— — Authority.
— — Objectives of representation.
Employment contracts.
Sanctions.
— Reprimand.
— Suspension.
Client relations.
— Effective representation.
Evidence held sufficient to establish a violation of subsection (d) of this
Rule where attorney prepared and filed certain deeds on behalf of a client
in derogation of a final judgment concerning that client. In re Shearin, 721
A.2d 157 (Del. 1998), cert. denied, 526 U.S. 1122, 119 S. Ct. 1776, 143 L.
Ed. 2d 805 (U.S. 1999).
Attorney’s failure to file an underinsured motorist claim on behalf of
the client was in violation of this rule. In re Becker, 788 A.2d 527 (Del.
2001).
Defendant’s motion for postconviction relief pursuant to Super. Ct. Crim.
R. 61 was denied where defendant: (1) failed to show that trial counsel
was ineffective for failing to request an accomplice level of liability jury
instruction pursuant to 11 Del. C. § 274; (2) failed to rebut the
presumption that not requesting an accomplice level of liability instruction
was reasonable, professional trial conduct; (3) failed to adduce a reasonable
probability that, but for the lack of jury instruction, the trial results would
have been different; and (4) personally rejected a plea offering the same
lesser included offenses that a level of liability instruction would have
provided. State v. Dickinson, 2012 Del. Super. LEXIS 380 (Del. Super.
Ct. Aug. 17, 2012), aff’d, 2013 Del. LEXIS 171
(Del. Mar. 28, 2013).
Delay of 18 days in extending a settlement offer did not satisfy Law.
Prof. Conduct R. 1.2. In re Sisk, 54 A.3d 257 (Del. 2012).
nd (4) personally rejected a plea offering the same
lesser included offenses that a level of liability instruction would have
provided. State v. Dickinson, 2012 Del. Super. LEXIS 380 (Del. Super.
Ct. Aug. 17, 2012), aff’d, 2013 Del. LEXIS 171
(Del. Mar. 28, 2013).
Delay of 18 days in extending a settlement offer did not satisfy Law.
Prof. Conduct R. 1.2. In re Sisk, 54 A.3d 257 (Del. 2012).

— Perjury.
Defense counsel’s refusal to cooperate with defendant’s planned perjury
(as was required by Law. Prof. Conduct R. 1.2) did not deprive defendant
of right to counsel or the right to testify truthfully and did not give rise to
a disqualifying conflict of interest. Riley v. State, 867 A.2d 902 (Del.
2004).
— Scope.
— — Authority.
In a matter before the Industrial Accident Board, attorney’s agreeing to
employer’s petition to terminate total disability benefits without his
client’s consent violated subsection (a). In re Maguire, 725 A.2d 417 (Del.
1999).
Defendant’s counsel had no authority to agree to giving of jury charge,
in defendant’s absence, where there was no showing that defendant
expressly waived his right to be present; defendant’s right to be present
was personal and could not be waived by counsel. Bradshaw v. State, 806
A.2d 131 (Del. 2002).
Nothing in the constitution prevented defendant from choosing to have
his fate tried before a judge without a jury even though, in deciding what
was best for himself, defendant followed the guidance of his own wisdom
and rejected the advice of his attorney; professional rule required
defendant’s attorney to abide by his client’s decision to waive trial by jury.
Davis v. State, 809 A.2d 565 (Del. 2002).
Attorney violated Law. R. Prof. Conduct 1.2(a) by failing to consult with
a divorce client about the contents of a petitioner’s answer to respondent’s
counterclaim, signing the client’s name on the document, and filing it with
the Family Court without the client’s approval. In re Pankowski, 947 A.2d
1122 (Del. 2007)
s decision to waive trial by jury.
Davis v. State, 809 A.2d 565 (Del. 2002).
Attorney violated Law. R. Prof. Conduct 1.2(a) by failing to consult with
a divorce client about the contents of a petitioner’s answer to respondent’s
counterclaim, signing the client’s name on the document, and filing it with
the Family Court without the client’s approval. In re Pankowski, 947 A.2d
1122 (Del. 2007).
— — Objectives of representation.
A defendant’s wish to forego further appeals and accept the death penalty,
like other decisions relating to the objectives of litigation, is essentially
that of the client, whose decision the attorney must respect. Red Dog v.
State, 625 A.2d 245 (Del. 1993).

Counsel representing a shareholder class in a derivative suit was not
subject to being disqualified for advocating the adoption of a settlement
proposal to which some members of the class objected, and there was no
violation of Del. Law. R. Prof. Conduct 1.2(a). In re M&F Worldwide
Corp. S’holders Litig., 799 A.2d 1164 (Del. Ch. 2002).
Employment contracts.
Discharge of legal counsel and vice president who was employed as a
licensed professional and who claimed that the action for which she was
discharged was required by her employment contract, but prohibited by
her obligation under the Delaware Rules of Professional Conduct, stated a
claim for breach of at-will employment contract. Shearin v. E.F. Hutton
Group, Inc., 652 A.2d 578 (Del. Ch. 1994).
Sanctions.
— Reprimand.
Where attorney violated Rule 1.2(a), Rule 1.3, Rule 1.4(a) and (b), Rule
1.15(a) and (d), Rule 1.16(b) and (d), and Rule 3.4 (c), attorney agreed to
pay all the costs of the disciplinary proceedings, the costs of the
investigatory audits performed by the Lawyers’ Fund for Client Protection,
the restitution noted in the parties stipulation, and consented to the
imposition of a public reprimand with a public four-year probation with
conditions. In re Solomon, 745 A.2d 874 (Del. 1999).
— Suspension
(d), and Rule 3.4 (c), attorney agreed to
pay all the costs of the disciplinary proceedings, the costs of the
investigatory audits performed by the Lawyers’ Fund for Client Protection,
the restitution noted in the parties stipulation, and consented to the
imposition of a public reprimand with a public four-year probation with
conditions. In re Solomon, 745 A.2d 874 (Del. 1999).
— Suspension.
Attorney, who was on probation for previous violations of the Rules of
Professional Conduct and who violated Law. Prof. Conduct R. 1.1, 1.2(a),
1.4(a), 1.15(a), 8.1, 8.1(b), 8.4(c), and 8.4(d), and Law. Disc. P. R. 7(c),
was suspended from the practice of law in Delaware for 3 years after the
Board on Professional Responsibility found that the attorney’s problems
appeared to be getting worse and included: co-mingling client trust funds;
inadequate bookkeeping and safeguarding of client funds; inadequate
maintenance of books and records; knowingly making false statements of
material fact to the ODC; false representations in Certificates of
Compliance for 3 years; and failure to file corporate tax returns for 3
years. In re Becker, 947 A.2d 1120 (Del. 2008).

Del. Rules of Prof'l Conduct Rule 1.3

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/SRULES_DE_DELRPC_R1_2. Check the current official text before relying on it. Not legal advice.