Rule 1.0. Terminology. (a) "Belief" or "believes" denotes that the person involved

actually supposed the fact in question to be true. A person's belief may be inferred

from circumstances.

(b) "Confirmed in writing," when used in reference to the informed consent of a

person, denotes informed consent that is given in writing by the person or a writing

that a lawyer promptly transmits to the person confirming an oral informed consent.

See paragraph (e) 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.

(c) "Firm" or "law firm" denotes a lawyer or lawyers in a law partnership,

professional corporation, sole proprietorship or other association authorized to

practice law; or lawyers employed in a legal services organization or the legal

department of a corporation or other organization.

(d) "Fraud" or "fraudulent" denotes conduct that is fraudulent under the substantive

or procedural law of the applicable jurisdiction and has a purpose to deceive.

(e) "Informed consent" denotes the agreement by a person to a proposed course of

conduct after the lawyer has communicated adequate information and explanation

about the material risks of and reasonably available alternatives to the proposed

course of conduct.

(f) "Knowingly," "known," or "knows" denotes actual knowledge of the fact in

question. A person's knowledge may be inferred from circumstances.

(g) "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.

(h) "Reasonable" or "reasonably" when used in relation to conduct by a lawyer

denotes the conduct of a reasonably prudent and competent lawyer.

(i) "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.

an association authorized to

practice law.

(h) "Reasonable" or "reasonably" when used in relation to conduct by a lawyer

denotes the conduct of a reasonably prudent and competent lawyer.

(i) "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.

(j) "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.

(k) "Screened" denotes the isolation of a lawyer 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 lawyer is

obligated to protect under these Rules or other law.

(l) "Substantial" when used in reference to degree or extent denotes a material

matter of clear and weighty importance.

(m) "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.

roceeding 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.

(n) "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 e-mail. A "signed" writing

includes an electronic sound, symbol or process attached to or logically associated

with a writing and executed or adopted by a person with the intent to sign the writing.

COMMENTARY

Confirmed in Writing

[1] 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

[2] 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 suggests

that they are a firm or conduct themselves as a firm, they should be regarded as a firm

for purposes of the Rules

onable time thereafter.

Firm

[2] 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 suggests

that they are a firm or conduct themselves as a firm, they should be regarded as a firm

for purposes of the Rules. Further, any two or more lawyers who, by signs, letterhead,

or any form of advertising, list their names in succession will likely be regarded as a

firm for the purposes of these Rules, notwithstanding disclaimers such as "an

association of independent attorneys." 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.

[3] 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.

[4] Similar questions can also arise with respect to lawyers in legal aid and legal

services organizations

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.

[4] Similar questions can also arise with respect to lawyers in legal aid and legal

services organizations. Lawyers employed in the same unit of a legal service

organization constitute a firm, but not necessarily those employed in separate units.

As in the case of independent practitioners, whether the lawyers should be treated as

associated with each other can depend on the particular Rule that is involved, and on

the specific facts of the situation.

Fraud

[5] 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.

Informed Consent

[6] 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

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. 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.

rally 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.

[7] 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 (n)

and (b). 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

(n).

Screened

[8] This definition applies to situations where screening of a personally disqualified

lawyer is permitted to remove imputation of a conflict of interest under Rules 1.10,

1.11, 1.12 or 1.18.

[9] The purpose of screening is to assure the affected parties that confidential

information know by the personally disqualified lawyer remains protected. The

personally disqualified 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

h 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

materials 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 materials relating

to the matter and periodic reminders of the screen to the screened lawyer and all other

firm personnel.

[10] 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.

LAWYER-CLIENT RELATIONSHIP