Rule 1.2. Scope of Representation and Allocation of Authority Between Client and Lawyer

RPC 1.2

SCOPE OF REPRESENTATION AND ALLOCATION OF AUTHORITY

BETWEEN CLIENT AND LAWYER

(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 RPC 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.

(e) [Reserved.]

formed 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.

(e) [Reserved.]

(f) A lawyer shall not purport to act as a lawyer for any person or organization if the lawyer

knows or reasonably should know that the lawyer is acting without the authority of that person or

organization, unless the lawyer is authorized or required to so act by law or a court order.

[Adopted effective September 1, 1985; Amended effective October 1, 2002; October 29, 2002;

September 1, 2006; September 1, 2011.]

Comments

Allocation of Authority between Client and Lawyer

[1] [Washington revision] 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 RPC 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 RPC 1.4(a)(2) and may take such action as is impliedly authorized to carry out the

representation. See also RPC 1.1, comments [6] and [10] as to decisions to associate other

lawyers or LLLTs.

[Comment 1 amended effective September 1, 2016.]

[2] On occasion, however, a lawyer and a client may disagree about the means to be used to

accomplish the client’s objectives

e client as

required by RPC 1.4(a)(2) and may take such action as is impliedly authorized to carry out the

representation. See also RPC 1.1, comments [6] and [10] as to decisions to associate other

lawyers or LLLTs.

[Comment 1 amended effective September 1, 2016.]

[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).

[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

nt’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.

Independence from Client’s Views or Activities

[5] 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.

Agreements Limiting Scope of Representation

[6] 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

tantial 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. See, e.g., Rules 1.1, 1.8 and 5.6.

See also Washington Comment [14].

Criminal, Fraudulent and Prohibited Transactions

[9] 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.

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.

[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

(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).

Additional Washington Comments (14–18)

Agreements Limiting Scope of Representation

[14] An agreement limiting the scope of a representation shall consider the applicability of Rule

4.2 to the representation. (The provisions of this Comment were taken from former Washington

RPC 1.2(c).) See also Comment [11] to Rule 4.2 for specific considerations pertaining to contact

with a person otherwise represented by a lawyer to whom limited representation is being or has

been provided.

[Comment [14] amended effective April 14, 2015.]

[Comments adopted effective September 1, 2006.]

Acting as a Lawyer Without Authority

[15] Paragraph (f) was taken from former Washington RPC 1.2(f), which was deleted from the

RPC by amendment effective September 1, 2006. The mental state has been changed from

“willfully” to one of knowledge or constructive knowledge. See Rule 1.0A(f), (j). Although the

language and structure of paragraph (f) differ from the former version in a number of other

respects, paragraph (f) does not otherwise represent a change in Washington law interpreting

former RPC 1.2(f)

ted from the

RPC by amendment effective September 1, 2006. The mental state has been changed from

“willfully” to one of knowledge or constructive knowledge. See Rule 1.0A(f), (j). Although the

language and structure of paragraph (f) differ from the former version in a number of other

respects, paragraph (f) does not otherwise represent a change in Washington law interpreting

former RPC 1.2(f).

[Comment [15] adopted effective September 1, 2011.]

[16] If a lawyer is unsure of the extent of their authority to represent a person because of that

person’s diminished capacity, paragraph (f) of this Rule does not prohibit the lawyer from taking

action in accordance with Rule 1.14 to protect the person’s interests. Protective action taken in

conformity with Rule 1.14 does not constitute a violation of this Rule.

[Comment [15] adopted effective September 1, 2011.]

[17] Paragraph (f) does not prohibit a lawyer from taking any action permitted or required by

these Rules, court rules, or other law when withdrawing from a representation, when terminated

by a client, or when ordered to continue representation by a tribunal. See Rule 1.16(c).

[Comment [15] adopted effective September 1, 2011.]

Special Circumstances Involving Advice and Assistance About Washington Laws

[18] Under paragraph (d), a lawyer may counsel a client regarding Washington laws and may

assist a client in conduct that the lawyer reasonably believes is permitted under those laws (for

example and without limitation, Washington laws related to reproductive health care services,

gender-affirming care, or cannabis). If Washington law conflicts with federal law or the law of

another jurisdiction, the lawyer shall also advise the client regarding the conflicting laws or

recommend that the client seek the advice of a lawyer with established competence in the field in

question. See Comment 1 to Rule 1.1

itation, Washington laws related to reproductive health care services,

gender-affirming care, or cannabis). If Washington law conflicts with federal law or the law of

another jurisdiction, the lawyer shall also advise the client regarding the conflicting laws or

recommend that the client seek the advice of a lawyer with established competence in the field in

question. See Comment 1 to Rule 1.1. If a lawyer counsels or assists a client regarding

Washington’s law in these circumstances, that conduct, and the predominant effect of the

conduct, shall be deemed to occur in Washington for purpose of these Rules.

[Comment [18] adopted effective December 9, 2014; Amended effective September 25, 2018;

January 1, 2023; October 29, 2024.]