The Florida Bar

April 4, 1968

A lawyer is not ethically precluded from representing a competitor of an established client in business affairs over the objection of the first client as long as the lawyer does not represent the second client in matters in which the interests of the two clients conflict.

Canon: 6

Chairman MacDonald stated the opinion of the committee:

A member of The Florida Bar advises that for some time he has represented Client A. Last year client A and B jointly entered into a business operated through a corporation wherein each owned fifty percent of the shares, such corporation operating a number of retail stores in shopping centers. The attorney was retained to represent both A and B in this endeavor, as well as the corporation.

Recently, because of a disparity of views on various subjects, A and B have severed their relationship amicably, the inquiring attorney having assisted in this severance which was accomplished by A purchasing the stock owned by B.

Subsequently B, having become acquainted with the inquiring attorney, had requested him to represent his interests in other business affairs. A has objected, arguing that B is now a business competitor and that there is a substantial probability that A and B both will be in direct competition for retail store leases in various shopping centers. Apparently A has no objection to the attorney representing B in purely personal matters having no relationship to the business.

We are told that the attorney received no personal communications from either of the parties during the course of his representation of both of them which would have any bearing on the future business affairs. He advises that he does not anticipate that his services will be required in obtaining leases over which the parties might compete, but that he does expect that he might be asked to advise B with respec to the legal aspects of proposed leases and to negotiate details of the leases, after the basic agreement for the lease has already been procured by B directly.

As long as the attorney does not actually represent B in any matter in which his interests come into conflict with those of A we see no objection to his representing B. If the situation remains precisely as outlined, the representation would thus appear permissible.

In all candor we must observe that from a practical standpoint it is hardly likely that such a relationship can be successfully preserved, and that it is likely that the attorney will in the final analysis offend both clients. Naturally this is a question of judgment more than of ethics, but it does not seem inappropriate to comment that on occasion the exercise of good judgment should dictate to the lawyer the undesirability of placing himself in situations of this type.

[Revised: 08-24-2011]