Ethics Opinion 084NEW YORK STATE BAR ASSOCIATION Professional Ethics Committee Opinion
Opinion #84 – 07/12/1968 (2-68)
existing clients, conflict of interests, corporation, intermediary, law practice
Topic: House Counsel
Digest: Legal Services to friends, corporate employees, other corporations.
Canons: Former Canon 35, 47
An attorney who is a fulltime house counsel to a corporation employed on a salary basis has inquired as to the ethical limitations on his activities as a lawyer.
A full-time house counsel is entitled to render legal services to the corporation without limitation. Also, with the approval of his employer and in the absence of conflicts of interest, he may render legal services to friends and other outside clients provided he is rendering such services as an independent lawyer, is not supplying such services as an employee of the corporation and is not compensated by the corporation for such services.As regards services rendered to employees of the corporation, the lawyer may, with his employer’s approval and in the absence of conflicts of interest, serve them as clients as in the case of outsiders provided he is not paid by the corporation for rendering such services. (See N.Y.State 53 and 53a.)The inquiring attorney has also asked whether he may render legal services to another corporation with which his employer has a contract for supplying such services. This would violate Canons 35 and 47 which forbid the use of an intermediary for the rendering of legal services. This would not preclude the lawyer from serving the other corporation directly as a separate client for which he would be separately compensated, provided his employer approved and no conflict of interest existed.
The lawyer’s relationship with his clients must be direct and personal. His compensation must come from his client and not from an intermediate agency and his services must not be supplied by contract or otherwise as the services of his corporate employer.