RPC RULE 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).

Comment

General Principles

  [1] 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 1.0(e) and (b).

  [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 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].

  [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. 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 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. 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. 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. 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] 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 1.0(m)), such representation may be precluded by
paragraph (b)(1).

  See also Washington Comment [38].

Informed Consent

  [18] 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 1.0(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).

  [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] 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 1.0(b). See
also Rule 1.0(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 1.0(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.

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] [Reserved.]

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. 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.

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, 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].

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. 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. 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). 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 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 - 41)

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 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 Common Representation

  [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.


[Amended effective September 1, 2006.]