Rule 1.7. Conflict of Interest: Current Clients

RPC 1.7

CONFLICT OF INTEREST: CURRENT CLIENTS

(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the

representation involves a concurrent conflict of interest. A concurrent conflict of interest exists

if:

(1) the representation of one client will be directly adverse to another client; or

(2) there is a significant risk that the representation of one or more clients will be materially

limited by the lawyer's responsibilities to another client, a former client or a third person or by a

personal interest of the lawyer.

(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a

lawyer may represent a client if:

(1) the lawyer reasonably believes that the lawyer will be able to provide competent and

diligent representation to each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of a claim by one client against another

client represented by the lawyer in the same litigation or other proceeding before a tribunal; and

(4) each affected client gives informed consent, confirmed in writing (following

authorization from the other client to make any required disclosures).

(c) A lawyer who is a public officer or employee shall not be in violation of this rule when

that lawyer represents more than one agency, branch, or unit or subdivision within a government

entity, and/or officer or employee within that government entity, if the lawyer reasonably

believes that the multiple representations are required or allowed by constitutional or statutory

provisions or by other applicable law.

[Adopted effective September 1, 1985; Amended effective September 1, 1995; September 1, 2006;

September 1, 2025.]

Comments

General Principles

[1] [Washington revision] Loyalty and independent judgment are essential elements in the

lawyer’s relationship to a client

e multiple representations are required or allowed by constitutional or statutory

provisions or by other applicable law.

[Adopted effective September 1, 1985; Amended effective September 1, 1995; September 1, 2006;

September 1, 2025.]

Comments

General Principles

[1] [Washington revision] Loyalty and independent judgment are essential elements in the

lawyer’s relationship to a client. Concurrent conflicts of interest can arise from the lawyer’s

responsibilities to another client, a former client or a third person or from the lawyer’s own

interests. For specific Rules regarding certain concurrent conflicts of interest, see Rule 1.8. For

former client conflicts of interest, see Rule 1.9. For conflicts of interest involving prospective

clients, see Rule 1.18. For definitions of “informed consent” and “confirmed in writing,” see

Rule 1.0A(e) and (b).

[Comment 1 amended effective April 14, 2015.]

[2] Resolution of a conflict of interest problem under this Rule requires the lawyer to: 1) clearly

identify the client or clients; 2) determine whether a conflict of interest exists; 3) decide whether

the representation may be undertaken despite the existence of a conflict, i.e., whether the conflict

is consentable; and 4) if so, consult with the clients affected under paragraph (a) and obtain their

informed consent, confirmed in writing. The clients affected under paragraph (a) include both of

the clients referred to in paragraph (a)(1) and the one or more clients whose representation might

he representation may be undertaken despite the existence of a conflict, i.e., whether the conflict

is consentable; and 4) if so, consult with the clients affected under paragraph (a) and obtain their

informed consent, confirmed in writing. The clients affected under paragraph (a) include both of

the clients referred to in paragraph (a)(1) and the one or more clients whose representation might

be materially limited under paragraph (a)(2).

[3] A conflict of interest may exist before representation is undertaken, in which event the

representation must be declined, unless the lawyer obtains the informed consent of each client

under the conditions of paragraph (b). To determine whether a conflict of interest exists, a lawyer

should adopt reasonable procedures, appropriate for the size and type of firm and practice, to

determine in both litigation and non-litigation matters the persons and issues involved. See also

Comment to Rule 5.1. Ignorance caused by a failure to institute such procedures will not excuse

a lawyer’s violation of this Rule. As to whether a client-lawyer relationship exists or, having

once been established, is continuing, see Comment to Rule 1.3 and Scope.

[4] If a conflict arises after representation has been undertaken, the lawyer ordinarily must

withdraw from the representation, unless the lawyer has obtained the informed consent of the

client under the conditions of paragraph (b). See Rule 1.16. Where more than one client is

involved, whether the lawyer may continue to represent any of the clients is determined both by

the lawyer’s ability to comply with duties owed to the former client and by the lawyer’s ability to

represent adequately the remaining client or clients, given the lawyer’s duties to the former

client. See Rule 1.9. See also Comments [5] and [29]

aph (b). See Rule 1.16. Where more than one client is

involved, whether the lawyer may continue to represent any of the clients is determined both by

the lawyer’s ability to comply with duties owed to the former client and by the lawyer’s ability to

represent adequately the remaining client or clients, given the lawyer’s duties to the former

client. See Rule 1.9. See also Comments [5] and [29].

[5] Unforeseeable developments, such as changes in corporate and other organizational

affiliations or the addition or realignment of parties in litigation, might create conflicts in the

midst of a representation, as when a company sued by the lawyer on behalf of one client is

bought by another client represented by the lawyer in an unrelated matter. Depending on the

circumstances, the lawyer may have the option to withdraw from one of the representations in

order to avoid the conflict. The lawyer must seek court approval where necessary and take steps

to minimize harm to the clients. See Rule 1.16. The lawyer must continue to protect the

confidences of the client from whose representation the lawyer has withdrawn. See Rule 1.9(c).

See also Washington Comment [36].

Identifying Conflicts of Interest: Directly Adverse

[6] Loyalty to a current client prohibits undertaking representation directly adverse to that client

without that client’s informed consent. Thus, absent consent, a lawyer may not act as an advocate

in one matter against a person the lawyer represents in some other matter, even when the matters

are wholly unrelated. The client as to whom the representation is directly adverse is likely to feel

betrayed, and the resulting damage to the client-lawyer relationship is likely to impair the

lawyer’s ability to represent the client effectively

absent consent, a lawyer may not act as an advocate

in one matter against a person the lawyer represents in some other matter, even when the matters

are wholly unrelated. The client as to whom the representation is directly adverse is likely to feel

betrayed, and the resulting damage to the client-lawyer relationship is likely to impair the

lawyer’s ability to represent the client effectively. In addition, the client on whose behalf the

adverse representation is undertaken reasonably may fear that the lawyer will pursue that client’s

case less effectively out of deference to the other client, i.e., that the representation may be

materially limited by the lawyer’s interest in retaining the current client. Similarly, a directly

adverse conflict may arise when a lawyer is required to cross-examine a client who appears as a

witness in a lawsuit involving another client, as when the testimony will be damaging to the

client who is represented in the lawsuit. On the other hand, simultaneous representation in

unrelated matters of clients whose interests are only economically adverse, such as

representation of competing economic enterprises in unrelated litigation, does not ordinarily

constitute a conflict of interest and thus may not require consent of the respective clients.

[7] Directly adverse conflicts can also arise in transactional matters. For example, if a lawyer is

asked to represent the seller of a business in negotiations with a buyer represented by the lawyer,

not in the same transaction but in another, unrelated matter, the lawyer could not undertake the

representation without the informed consent of each client.

Identifying Conflicts of Interest: Material Limitation

[8] Even where there is no direct adverseness, a conflict of interest exists if there is a significant

seller of a business in negotiations with a buyer represented by the lawyer,

not in the same transaction but in another, unrelated matter, the lawyer could not undertake the

representation without the informed consent of each client.

Identifying Conflicts of Interest: Material Limitation

[8] Even where there is no direct adverseness, a conflict of interest exists if there is a significant

risk that a lawyer’s ability to consider, recommend or carry out an appropriate course of action

for the client will be materially limited as a result of the lawyer’s other responsibilities or

interests. For example, a lawyer asked to represent several individuals seeking to form a joint

venture is likely to be materially limited in the lawyer’s ability to recommend or advocate all

possible positions that each might take because of the lawyer’s duty of loyalty to the others. The

conflict in effect forecloses alternatives that would otherwise be available to the client. The mere

possibility of subsequent harm does not itself require disclosure and consent. The critical

questions are the likelihood that a difference in interests will eventuate and, if it does, whether it

will materially interfere with the lawyer’s independent professional judgment in considering

alternatives or foreclose courses of action that reasonably should be pursued on behalf of the

client.

See also Washington Comment [37].

Lawyer’s Responsibilities to Former Clients and Other Third Persons

[9] In addition to conflicts with other current clients, a lawyer’s duties of loyalty and

independence may be materially limited by responsibilities to former clients under Rule 1.9 or by

the lawyer’s responsibilities to other persons, such as fiduciary duties arising from a lawyer’s

service as a trustee, executor or corporate director.

Personal Interest Conflicts

[10] The lawyer’s own interests should not be permitted to have an adverse effect on

representation of a client

d

independence may be materially limited by responsibilities to former clients under Rule 1.9 or by

the lawyer’s responsibilities to other persons, such as fiduciary duties arising from a lawyer’s

service as a trustee, executor or corporate director.

Personal Interest Conflicts

[10] The lawyer’s own interests should not be permitted to have an adverse effect on

representation of a client. For example, if the probity of a lawyer’s own conduct in a transaction

is in serious question, it may be difficult or impossible for the lawyer to give a client detached

advice. Similarly, when a lawyer has discussions concerning possible employment with an

opponent of the lawyer’s client, or with a law firm representing the opponent, such discussions

could materially limit the lawyer’s representation of the client. In addition, a lawyer may not

allow related business interests to affect representation, for example, by referring clients to an

enterprise in which the lawyer has an undisclosed financial interest. See Rule 1.8 for specific

Rules pertaining to a number of personal interest conflicts, including business transactions with

clients. See also Rule 1.10 (personal interest conflicts under Rule 1.7 ordinarily are not imputed

to other lawyers in a law firm).

[11] [Washington revision] When lawyers representing different clients in the same matter or

in substantially related matters are related as parent, child, sibling, or spouse, or if the lawyers

have some other close familial relationship or if the lawyers are in a personal intimate

relationship with one another, there may be a significant risk that client confidences will be

revealed and that the lawyer’s family or other familial or intimate relationship will interfere with

both loyalty and independent professional judgment. See Rule 1.8(l). As a result, each client is

entitled to know of the existence and implications of the relationship between the lawyers before

the lawyer agrees to undertake the representation

a significant risk that client confidences will be

revealed and that the lawyer’s family or other familial or intimate relationship will interfere with

both loyalty and independent professional judgment. See Rule 1.8(l). As a result, each client is

entitled to know of the existence and implications of the relationship between the lawyers before

the lawyer agrees to undertake the representation. Thus, a lawyer so related to another lawyer

ordinarily may not represent a client in a matter where that lawyer is representing another party,

unless each client gives informed consent. The disqualification arising from such relationships is

personal and ordinarily is not imputed to members of firms with whom the lawyers are

associated. See Rules 1.8(k) and 1.10.

[12] [Reserved.]

Interest of Person Paying for a Lawyer’s Service

[13] A lawyer may be paid from a source other than the client, including a co-client, if the client

is informed of that fact and consents and the arrangement does not compromise the lawyer’s duty

of loyalty or independent judgment to the client. See Rule 1.8(f). If acceptance of the payment

from any other source presents a significant risk that the lawyer’s representation of the client will

be materially limited by the lawyer’s own interest in accommodating the person paying the

lawyer’s fee or by the lawyer’s responsibilities to a payer who is also a co-client, then the lawyer

must comply with the requirements of paragraph (b) before accepting the representation,

including determining whether the conflict is consentable and, if so, that the client has adequate

information about the material risks of the representation.

Prohibited Representations

[14] Ordinarily, clients may consent to representation notwithstanding a conflict. However, as

indicated in paragraph (b), some conflicts are nonconsentable, meaning that the lawyer involved

cannot properly ask for such agreement or provide representation on the basis of the client’s

consent

s adequate

information about the material risks of the representation.

Prohibited Representations

[14] Ordinarily, clients may consent to representation notwithstanding a conflict. However, as

indicated in paragraph (b), some conflicts are nonconsentable, meaning that the lawyer involved

cannot properly ask for such agreement or provide representation on the basis of the client’s

consent. When the lawyer is representing more than one client, the question of consentability

must be resolved as to each client.

[15] Consentability is typically determined by considering whether the interests of the clients

will be adequately protected if the clients are permitted to give their informed consent to

representation burdened by a conflict of interest. Thus, under paragraph (b)(1), representation is

prohibited if in the circumstances the lawyer cannot reasonably conclude that the lawyer will be

able to provide competent and diligent representation.

See Rule 1.1 (Competence) and Rule 1.3 (Diligence).

[16] [Washington revision] Paragraph (b)(2) describes conflicts that are nonconsentable

because the representation is prohibited by applicable law. For example, in some states

substantive law provides that the same lawyer may not represent more than one defendant in a

capital case, even with the consent of the clients, and under federal criminal statutes certain

representations by a former government lawyer are prohibited, despite the informed consent of

the former client. In addition, decisional law in some states other than Washington limits the

ability of a governmental client, such as a municipality, to consent to a conflict of interest. See

Washington Comment [38].

[17] [Washington revision] Paragraph (b)(3) describes conflicts that are nonconsentable

because of the institutional interest in vigorous development of each client’s position when the

clients are aligned directly against each other in the same litigation or other proceeding before a

tribunal

client, such as a municipality, to consent to a conflict of interest. See

Washington Comment [38].

[17] [Washington revision] Paragraph (b)(3) describes conflicts that are nonconsentable

because of the institutional interest in vigorous development of each client’s position when the

clients are aligned directly against each other in the same litigation or other proceeding before a

tribunal. Whether clients are aligned directly against each other within the meaning of this

paragraph requires examination of the context of the proceeding. Although this paragraph does

not preclude a lawyer’s multiple representation of adverse parties to a mediation (because

mediation is not a proceeding before a “tribunal” under Rule 1.0A(m)), such representation may

be precluded by paragraph (b)(1).

[Comment [17] amended effective April 14, 2015.]

See also Washington Comment [38].

Informed Consent

[18] [Washington revision] Informed consent requires that each affected client be aware of the

relevant circumstances and of the material and reasonably foreseeable ways that the conflict

could have adverse effects on the interests of that client. See Rule 1.0A(e) (informed consent).

The information required depends on the nature of the conflict and the nature of the risks

involved. When representation of multiple clients in a single matter is undertaken, the

information must include the implications of the common representation, including possible

effects on loyalty, confidentiality and the attorney-client privilege and the advantages and risks

involved. See Comments [30] and [31] (effect of common representation on confidentiality).

[Comment [18] amended effective April 15, 2014.]

ation of multiple clients in a single matter is undertaken, the

information must include the implications of the common representation, including possible

effects on loyalty, confidentiality and the attorney-client privilege and the advantages and risks

involved. See Comments [30] and [31] (effect of common representation on confidentiality).

[Comment [18] amended effective April 15, 2014.]

[19] Under some circumstances it may be impossible to make the disclosure necessary to obtain

consent. For example, when the lawyer represents different clients in related matters and one of

the clients refuses to consent to the disclosure necessary to permit the other client to make an

informed decision, the lawyer cannot properly ask the latter to consent. In some cases the

alternative to common representation can be that each party may have to obtain separate

representation with the possibility of incurring additional costs. These costs, along with the

benefits of securing separate representation, are factors that may be considered by the affected

client in determining whether common representation is in the client’s interests.

See also Washington Comment [39].

Consent Confirmed in Writing

[20] [Washington revision] Paragraph (b) requires the lawyer to obtain the informed consent of

the client, confirmed in writing. Such a writing may consist of a document executed by the client

or one that the lawyer promptly records and transmits to the client following an oral consent. See

Rule 1.0A(b). See also Rule 1.0A(n) (writing includes electronic transmission). If it is not

feasible to obtain or transmit the writing at the time the client gives informed consent, then the

lawyer must obtain or transmit it within a reasonable time thereafter. See Rule 1.0A(b)

ted by the client

or one that the lawyer promptly records and transmits to the client following an oral consent. See

Rule 1.0A(b). See also Rule 1.0A(n) (writing includes electronic transmission). If it is not

feasible to obtain or transmit the writing at the time the client gives informed consent, then the

lawyer must obtain or transmit it within a reasonable time thereafter. See Rule 1.0A(b). The

requirement of a writing does not supplant the need in most cases for the lawyer to talk with the

client, to explain the risks and advantages, if any, of representation burdened with a conflict of

interest, as well as reasonably available alternatives, and to afford the client a reasonable

opportunity to consider the risks and alternatives and to raise questions and concerns. Rather, the

writing is required in order to impress upon clients the seriousness of the decision the client is

being asked to make and to avoid disputes or ambiguities that might later occur in the absence of

a writing.

[Comment 20 amended effective April 15, 2014.]

Revoking Consent

[21] A client who has given consent to a conflict may revoke the consent and, like any other

client, may terminate the lawyer’s representation at any time. Whether revoking consent to the

client’s own representation precludes the lawyer from continuing to represent other clients

depends on the circumstances, including the nature of the conflict, whether the client revoked

consent because of a material change in circumstances, the reasonable expectations of the other

client and whether material detriment to the other clients or the lawyer would result.

Consent to Future Conflict

[22] Whether a lawyer may properly request a client to waive conflicts that might arise in the

future is subject to the test of paragraph (b). The effectiveness of such waivers is generally

determined by the extent to which the client reasonably understands the material risks that the

waiver entails

rial detriment to the other clients or the lawyer would result.

Consent to Future Conflict

[22] Whether a lawyer may properly request a client to waive conflicts that might arise in the

future is subject to the test of paragraph (b). The effectiveness of such waivers is generally

determined by the extent to which the client reasonably understands the material risks that the

waiver entails. The more comprehensive the explanation of the types of future representations

that might arise and the actual and reasonably foreseeable adverse consequences of those

representations, the greater the likelihood that the client will have the requisite understanding.

Thus, if the client agrees to consent to a particular type of conflict with which the client is

already familiar, then the consent ordinarily will be effective with regard to that type of conflict.

If the consent is general and open-ended, then the consent ordinarily will be ineffective, because

it is not reasonably likely that the client will have understood the material risks involved. On the

other hand, if the client is an experienced user of the legal services involved and is reasonably

informed regarding the risk that a conflict may arise, such consent is more likely to be effective,

particularly if, e.g., the client is independently represented by other counsel in giving consent and

the consent is limited to future conflicts unrelated to the subject of the representation. In any

case, advance consent cannot be effective if the circumstances that materialize in the future are

nformed regarding the risk that a conflict may arise, such consent is more likely to be effective,

particularly if, e.g., the client is independently represented by other counsel in giving consent and

the consent is limited to future conflicts unrelated to the subject of the representation. In any

case, advance consent cannot be effective if the circumstances that materialize in the future are

such as would make the conflict nonconsentable under paragraph (b).

[Comment 22 amended effective September 1, 2018.]

Conflicts in Litigation

[23] Paragraph (b)(3) prohibits representation of opposing parties in the same litigation,

regardless of the clients’ consent. On the other hand, simultaneous representation of parties

whose interests in litigation may conflict, such as coplaintiffs or codefendants, is governed by

paragraph (a)(2). A conflict may exist by reason of substantial discrepancy in the parties’

testimony, incompatibility in positions in relation to an opposing party or the fact that there are

substantially different possibilities of settlement of the claims or liabilities in question. Such

conflicts can arise in criminal cases as well as civil. The potential for conflict of interest in

representing multiple defendants in a criminal case is so grave that ordinarily a lawyer should

decline to represent more than one codefendant. On the other hand, common representation of

persons having similar interests in civil litigation is proper if the requirements of paragraph (b)

are met.

[24] Ordinarily a lawyer may take inconsistent legal positions in different tribunals at different

times on behalf of different clients. The mere fact that advocating a legal position on behalf of

one client might create precedent adverse to the interests of a client represented by the lawyer in

an unrelated matter does not create a conflict of interest

equirements of paragraph (b)

are met.

[24] Ordinarily a lawyer may take inconsistent legal positions in different tribunals at different

times on behalf of different clients. The mere fact that advocating a legal position on behalf of

one client might create precedent adverse to the interests of a client represented by the lawyer in

an unrelated matter does not create a conflict of interest. A conflict of interest exists, however, if

there is a significant risk that a lawyer’s action on behalf of one client will materially limit the

lawyer’s effectiveness in representing another client in a different case; for example, when a

decision favoring one client will create a precedent likely to seriously weaken the position taken

on behalf of the other client. Factors relevant in determining whether the clients need to be

advised of the risk include: where the cases are pending, whether the issue is substantive or

procedural, the temporal relationship between the matters, the significance of the issue to the

immediate and long-term interests of the clients involved and the clients’ reasonable expectations

in retaining the lawyer. If there is significant risk of material limitation, then absent informed

consent of the affected clients, the lawyer must refuse one of the representations or withdraw

from one or both matters.

[25] When a lawyer represents or seeks to represent a class of plaintiffs or defendants in a class-

action lawsuit, unnamed members of the class are ordinarily not considered to be clients of the

lawyer for purposes of applying paragraph (a)(1) of this Rule. Thus, the lawyer does not

typically need to get the consent of such a person before representing a client suing the person in

an unrelated matter. Similarly, a lawyer seeking to represent an opponent in a class action does

not typically need the consent of an unnamed member of the class whom the lawyer represents in

an unrelated matter

er for purposes of applying paragraph (a)(1) of this Rule. Thus, the lawyer does not

typically need to get the consent of such a person before representing a client suing the person in

an unrelated matter. Similarly, a lawyer seeking to represent an opponent in a class action does

not typically need the consent of an unnamed member of the class whom the lawyer represents in

an unrelated matter.

Nonlitigation Conflicts

[26] Conflicts of interest under paragraphs (a)(1) and (a)(2) arise in contexts other than litigation.

For a discussion of directly adverse conflicts in transactional matters, see Comment [7]. Relevant

factors in determining whether there is significant potential for material limitation include the

duration and intimacy of the lawyer’s relationship with the client or clients involved, the

functions being performed by the lawyer, the likelihood that disagreements will arise and the

likely prejudice to the client from the conflict. The question is often one of proximity and degree.

See Comment [8].

[27] For example, conflict questions may arise in estate planning and estate administration. A

lawyer may be called upon to prepare wills for several family members, such as husband and

wife, and, depending upon the circumstances, a conflict of interest may be present. In estate

administration the identity of the client may be unclear under the law of a particular jurisdiction.

Under one view, the client is the fiduciary; under another view the client is the estate or trust,

tration. A

lawyer may be called upon to prepare wills for several family members, such as husband and

wife, and, depending upon the circumstances, a conflict of interest may be present. In estate

administration the identity of the client may be unclear under the law of a particular jurisdiction.

Under one view, the client is the fiduciary; under another view the client is the estate or trust,

including its beneficiaries. In order to comply with conflict of interest rules, the lawyer should

make clear the lawyer’s relationship to the parties involved.

[28] Whether a conflict is consentable depends on the circumstances. For example, a lawyer may

not represent multiple parties to a negotiation whose interests are fundamentally antagonistic to

each other, but common representation is permissible where the clients are generally aligned in

interest even though there is some difference in interest among them. Thus, a lawyer may seek to

establish or adjust a relationship between clients on an amicable and mutually advantageous

basis; for example, in helping to organize a business in which two or more clients are

entrepreneurs, working out the financial reorganization of an enterprise in which two or more

clients have an interest or arranging a property distribution in settlement of an estate. The lawyer

seeks to resolve potentially adverse interests by developing the parties’ mutual interests.

Otherwise, each party might have to obtain separate representation, with the possibility of

incurring additional cost, complication or even litigation. Given these and other relevant factors,

the clients may prefer that the lawyer act for all of them.

See also Washington Comment [40]

tate. The lawyer

seeks to resolve potentially adverse interests by developing the parties’ mutual interests.

Otherwise, each party might have to obtain separate representation, with the possibility of

incurring additional cost, complication or even litigation. Given these and other relevant factors,

the clients may prefer that the lawyer act for all of them.

See also Washington Comment [40].

Special Considerations in Common Representation

[29] In considering whether to represent multiple clients in the same matter, a lawyer should be

mindful that if the common representation fails because the potentially adverse interests cannot

be reconciled, the result can be additional cost, embarrassment and recrimination. Ordinarily, the

lawyer will be forced to withdraw from representing all of the clients if the common

representation fails. In some situations, the risk of failure is so great that multiple representation

is plainly impossible. For example, a lawyer cannot undertake common representation of clients

where contentious litigation or negotiations between them are imminent or contemplated.

Moreover, because the lawyer is required to be impartial between commonly represented clients,

representation of multiple clients is improper when it is unlikely that impartiality can be

maintained. Generally, if the relationship between the parties has already assumed antagonism,

the possibility that the clients’ interests can be adequately served by common representation is

not very good. Other relevant factors are whether the lawyer subsequently will represent both

parties on a continuing basis and whether the situation involves creating or terminating a

relationship between the parties.

[30] A particularly important factor in determining the appropriateness of common

representation is the effect on client-lawyer confidentiality and the attorney-client privilege

t very good. Other relevant factors are whether the lawyer subsequently will represent both

parties on a continuing basis and whether the situation involves creating or terminating a

relationship between the parties.

[30] A particularly important factor in determining the appropriateness of common

representation is the effect on client-lawyer confidentiality and the attorney-client privilege. With

regard to the attorney-client privilege, the prevailing rule is that, as between commonly

represented clients, the privilege does not attach. Hence, it must be assumed that if litigation

eventuates between the clients, the privilege will not protect any such communications, and the

clients should be so advised.

[31] As to the duty of confidentiality, continued common representation will almost certainly be

inadequate if one client asks the lawyer not to disclose to the other client information relevant to

the common representation. This is so because the lawyer has an equal duty of loyalty to each

client, and each client has the right to be informed of anything bearing on the representation that

might affect that client’s interests and the right to expect that the lawyer will use that information

to that client’s benefit. See Rule 1.4. The lawyer should, at the outset of the common

representation and as part of the process of obtaining each client’s informed consent, advise each

client that information will be shared and that the lawyer will have to withdraw if one client

decides that some matter material to the representation should be kept from the other. In limited

circumstances, it may be appropriate for the lawyer to proceed with the representation when the

clients have agreed, after being properly informed, that the lawyer will keep certain information

confidential

ent that information will be shared and that the lawyer will have to withdraw if one client

decides that some matter material to the representation should be kept from the other. In limited

circumstances, it may be appropriate for the lawyer to proceed with the representation when the

clients have agreed, after being properly informed, that the lawyer will keep certain information

confidential. For example, the lawyer may reasonably conclude that failure to disclose one

client’s trade secrets to another client will not adversely affect representation involving a joint

venture between the clients and agree to keep that information confidential with the informed

consent of both clients.

[32] When seeking to establish or adjust a relationship between clients, the lawyer should make

clear that the lawyer’s role is not that of partisanship normally expected in other circumstances

and, thus, that the clients may be required to assume greater responsibility for decisions than

when each client is separately represented. Any limitations on the scope of the representation

made necessary as a result of the common representation should be fully explained to the clients

at the outset of the representation. See Rule 1.2(c).

[33] Subject to the above limitations, each client in the common representation has the right to

loyal and diligent representation and the protection of Rule 1.9 concerning the obligations to a

former client. The client also has the right to discharge the lawyer as stated in Rule 1.16.

See also Washington Comment [41].

Organizational Clients

[34] A lawyer who represents a corporation or other organization does not, by virtue of that

representation, necessarily represent any constituent or affiliated organization, such as a parent or

subsidiary. See Rule 1.13(a)

ligations to a

former client. The client also has the right to discharge the lawyer as stated in Rule 1.16.

See also Washington Comment [41].

Organizational Clients

[34] A lawyer who represents a corporation or other organization does not, by virtue of that

representation, necessarily represent any constituent or affiliated organization, such as a parent or

subsidiary. See Rule 1.13(a). Thus, the lawyer for an organization is not barred from accepting

representation adverse to an affiliate in an unrelated matter, unless the circumstances are such

that the affiliate should also be considered a client of the lawyer, there is an understanding

between the lawyer and the organizational client that the lawyer will avoid representation

adverse to the client’s affiliates, or the lawyer’s obligations to either the organizational client or

the new client are likely to limit materially the lawyer’s representation of the other client.

[35] A lawyer for a corporation or other organization who is also a member of its board of

directors should determine whether the responsibilities of the two roles may conflict. The lawyer

may be called on to advise the corporation in matters involving actions of the directors.

Consideration should be given to the frequency with which such situations may arise, the

potential intensity of the conflict, the effect of the lawyer’s resignation from the board and the

possibility of the corporation’s obtaining legal advice from another lawyer in such situations. If

there is material risk that the dual role will compromise the lawyer’s independence of

professional judgment, the lawyer should not serve as a director or should cease to act as the

corporation’s lawyer when conflicts of interest arise

the effect of the lawyer’s resignation from the board and the

possibility of the corporation’s obtaining legal advice from another lawyer in such situations. If

there is material risk that the dual role will compromise the lawyer’s independence of

professional judgment, the lawyer should not serve as a director or should cease to act as the

corporation’s lawyer when conflicts of interest arise. The lawyer should advise the other

members of the board that in some circumstances matters discussed at board meetings while the

lawyer is present in the capacity of director might not be protected by the attorney-client

privilege and that conflict of interest considerations might require the lawyer’s recusal as a

director or might require the lawyer and the lawyer’s firm to decline representation of the

corporation in a matter.

Additional Washington Comments (36–42)

General Principles

[36] Notwithstanding Comment [3], lawyers providing short-term limited legal services to a

client under the auspices of a program sponsored by a nonprofit organization or court are not

normally required to systematically screen for conflicts of interest before undertaking a

representation. See Comment [1] to Rule 6.5. See Rule 1.2(c) for requirements applicable to the

provision of limited legal services.

Identifying Conflicts of Interest: Material Limitation

[37] Use of the term “significant risk” in paragraph (a)(2) is not intended to be a substantive

change or diminishment in the standard required under former Washington RPC 1.7(b), i.e., that

“the representation of the client may be materially limited by the lawyer’s responsibilities to

able to the

provision of limited legal services.

Identifying Conflicts of Interest: Material Limitation

[37] Use of the term “significant risk” in paragraph (a)(2) is not intended to be a substantive

change or diminishment in the standard required under former Washington RPC 1.7(b), i.e., that

“the representation of the client may be materially limited by the lawyer’s responsibilities to

another client or to a third person, or by the lawyer’s own interests.”

Prohibited Representations

[38] In Washington, a governmental client is not prohibited from properly consenting to a

representational conflict of interest.

Informed Consent

[39] Paragraph (b)(4) of the Rule differs slightly from the Model Rule in that it expressly

requires authorization from the other client before any required disclosure of information relating

to that client can be made. Authorization to make a disclosure of information relating to the

representation requires the client’s informed consent. See Rule 1.6(a).

Nonlitigation Conflicts

[40] Under Washington case law, in estate administration matters the client is the personal

representative of the estate.

Special Considerations in Internal Government Representations

[41] Various legal provisions, including constitutional, statutory and common law, may define

the duties of government lawyers in representing public officers, employees, and agencies and

should be considered in evaluating the nature and propriety of common representation.

[42] RPC 1.7(c) merely codifies established practice that lawyers who are public officers or

employees when they represent multiple agencies have the authority to represent multiple

agencies and does not imply that prior to its adoption lawyers representing multiple

governmental entities violated the Rules of Professional Conduct relating to conflicts

and propriety of common representation.

[42] RPC 1.7(c) merely codifies established practice that lawyers who are public officers or

employees when they represent multiple agencies have the authority to represent multiple

agencies and does not imply that prior to its adoption lawyers representing multiple

governmental entities violated the Rules of Professional Conduct relating to conflicts. A client

within a government entity may be a specific agency, a branch of government, another unit or

subdivision of that government, or an individual government officer or employee. See Rule 1.13

Comment [9] and Rule 1.11 Comment [5]. Lawyers who are public officers or employees may

be authorized or required to represent different adverse government agencies, branches, units or

subdivisions, or individuals in intragovernmental legal controversies where a private lawyer

could not represent multiple private clients. See Scope [18]. Consistent with applicable

Washington law, lawyers within a government may represent intragovernmental agencies,

branches, units or subdivisions, and officers and employees (including former officers or

employees) with conflicting or potentially conflicting interests. When the representation of an

agency, branch, unit or subdivision, or officer or employee appears to be directly adverse to

another governmental agency, branch, unit or subdivision, or officer or employee, or former

officer or employee, and particularly when there is adverse representation in litigation or before a

tribunal, the multiple representations may require informed consent from various agencies,

branches, units or subdivisions, and/or an effective screening mechanism among the lawyers or

the engagement of one or more lawyers who are not officers or employees of that government.

[Comment 42 adopted effective September 1, 2025.]