[textbook]Traversing the Ethical Minefield Problems, Law, and Professional Responsibility by Susan R. Martyn (z-lib.org)(1) (1)

an individual might reasonably believe the lawyer represents his or her interests as well as
those of the organization. 12
8. Clients Who Morph The practice of law is dynamic, and accidental clients can occur
when clients change. If lawyers do not notice client changes such as marriage, divorce, or
death, they might communicate with the wrong person or bring a lawsuit in the wrong
name. Some clients have fluctuating capacities, which requires that lawyers evaluate their
capacity before critical decisions can be made. 13 Organization clients may change their
personnel, governance structure, or their status, for example, by merging or filing for
bankruptcy, at which point a new decision maker might reverse a prior decision. The class
in class actions may be represented by named plaintiffs, but class identification and lawyer
loyalty can change as the matter progresses and class(es) are certified by courts. 14 Finally,
when lawyers complete a representation, each client morphs from a current client to a
former client, a characterization that changes, but does not extinguish, a lawyer’s fiduciary
duties.
9. Quasi-Clients If lawyers owe fiduciary duties to clients, it seems axiomatic that they owe
no such duties to nonclients. Yet some nonclients can be characterized as quasi-clients
because of their relationship to clients. For example, intended third-party beneficiaries of
client representations can be owed some of the same duties of competence owed clients. 15
Similarly, lawyers who represent client-fiduciaries such as trustees, guardians, corporate
directors, or partners also need to be mindful of the fiduciary obligations their clients owe
others. 16 Representing such a client-fiduciary requires advice about the broad scope of duty
owed by the fiduciary to third parties, duties that lawyers are obliged to assist their clientfiduciaries
in fulfilling. 17
10. Imputed Clients Although some lawyers practice solo, most practice in association with
others. The law governing lawyers imputes the obligations of one lawyer in a law firm to all
other lawyers in that firm as well. 18 It also extends these law firm obligations to law firm
employees, including temporary lawyers and student law clerks. 19
Lawyers who do not share an employment relationship could nevertheless look or act
like as though they have done so. For example, lawyers from different firms who intend to
split a legal fee usually are required to assume joint responsibility for the representation,
whether or not they work on the matter. 20 This creates a client-lawyer relationship with
each lawyer. Similarly, lawyers who share office space might not share fees, but might act as
a firm, by consulting on cases, using the same letterhead, or sharing file access. If so, they
could be held to constitute a “firm” with imputed client-lawyer relationships. 21 Likewise,
lawyers from different firms who participate in joint defense agreements might share
enough confidential information that their conflicts will be imputed to each other.
Conclusion
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