RULE 1.8
                 CONFLICT OF INTEREST:  CURRENT CLIENTS: SPECIFIC RULES


   (a) A lawyer shall not enter into a business transaction with a client or knowingly acquire an
ownership, possessory, security or other pecuniary interest adverse to a client unless:

      (1) the transaction and terms on which the lawyer acquires the interest are fair and
reasonable to the client and are fully disclosed and transmitted in writing in a manner that can be
reasonably understood by the client;

      (2) the client is advised in writing of the desirability of seeking and is given a reasonable
opportunity to seek the advice of independent legal counsel on the transaction; and

      (3) the client gives informed consent, in a writing signed by the client, to the essential terms
of the transaction and the lawyer's role in the transaction, including whether the lawyer is
representing the client in the transaction.

   (b) A lawyer shall not use information relating to representation of a client to the
disadvantage of the client unless the client gives informed consent, expect as permitted or
required by these Rules.

   (c) A lawyer shall not solicit any substantial gift from a client, including a testamentary gift,
or prepare on behalf of the client an instrument giving the lawyer or a person related to the lawyer
any substantial gift unless the lawyer or other recipient of the gift is related to the client. For
purposes of this paragraph, related persons include spouse, child, grandchild, parent, grandparent
or other relative or individual with who the lawyer or the client maintains a close, familial
relationship.

   (d) Prior to the conclusion of representation of a client, a lawyer shall not make or negotiate
an agreement giving the lawyer literary or media rights to a portrayal or account based in
substantial part on information relating to the representation.

   (e) A lawyer shall not, while representing a client in connection with contemplated or pending
litigation, advance or guarantee financial assistance to a client, except that:

       (1) a lawyer may advance or guarantee the expenses of litigation, including court costs,
expenses of investigation, expenses of medical examination, and costs of obtaining and presenting
evidence, provided the client remains ultimately liable for such expenses; and

       (2) in matters maintained as class actions only, repayment of expenses of litigation may be
contingent on the outcome of the matter.

   (f) A lawyer shall not accept compensation for representing a client from one other than the
client unless:

      (1) the client gives informed consent;

      (2) there is no interference with the lawyer's independence of professional judgment or
with the client-lawyer relationship; and

      (3) information relating to representation of a client is protected as required by Rule 1.6.

   (g) A lawyer who represents two or more clients; shall not participate in making an aggregate
settlement of the claims of or against the clients, or in a criminal case an aggregated agreement as
to guilty or nolo contendere pleas, unless each client gives informed consent, confirmed in
writing. The lawyer's disclosure shall include the existence and nature of all the claims or pleas
involved and the participation of each person in the settlement.

   (h) A lawyer shall not:

       (1) make an agreement prospectively limiting the lawyer's liability to a client for
malpractice unless permitted by law and the client is independently represented in making the
agreement; or

       (2) settle a claim or potential claim for such liability with an unrepresented client or former
client unless that person is advised in writing of the desirability of seeking and is given a
reasonable opportunity to seek the advice of independent legal counsel in connection therewith.

   (i) A lawyer shall not acquire a proprietary interest in the cause of action or subject matter of
litigation the lawyer is conducting for a client, except that the lawyer may:

       (1) acquire a lien authorized by law to secure the lawyer's fee or expenses; and
       (2) contract with a client for a reasonable contingent fee in a civil case.

   (j) A lawyer shall not:

       (1) have sexual relations with a current client of the lawyer unless a consensual sexual
relationship existed between them at the time the client-lawyer relationship commenced; or

       (2) have sexual relations with a representative of a current client if the sexual relations
would, or would likely, damage or prejudice the client in the representation.

       (3) For purposes of Rule 1.8(j), "lawyer" means any lawyer who assists in the
representation of the client, but does not include other firm members who provide no such assistance.

   (k) While lawyers are associated in a firm, a prohibition in the foregoing paragraphs (a)
through (i) that applies to anyone of them shall apply to all of them.

   (l) A lawyer who is related to another lawyer as parent, child, sibling, or spouse, or who has
any other close familial or intimate relationship with another lawyer, shall not represent a client
in a matter directly adverse to a person who the lawyer knows is represented by the related lawyer unless:

       (1) the client gives informed consent to the representation; and

       (2) the representation is not otherwise prohibited by Rule 1.7

   (m) A lawyer shall not:

       (1)  make or participate in making an agreement with a governmental entity for the
           delivery of indigent defense services if the terms of the agreement obligate the
           contracting lawyer or law firm:
           (i) to bear the cost of providing conflict counsel; or

           (ii) to bear the cost of providing investigation or expert services, unless a fair and
           reasonable amount for such costs is specifically designated in the agreement in a
           manner that does not adversely affect the income or compensation allocated to the
           lawyer, law firm, or law firm personnel; or

       (2)  knowingly accept compensation for the delivery of indigent defense services from a
           lawyer who has entered into a current agreement in violation of paragraph (m)(1).

Comment

Business Transactions Between Client and Lawyer

   [1] A lawyer's legal skill and training, together with the relationship of trust and confidence
between lawyer and client, create the possibility of overreaching when the lawyer participates in a
business, property or financial transaction with a client, for example, a loan or sales transaction or
a lawyer investment on behalf of a client. The requirements of paragraph (a) must be met even
when the transaction is not closely related to the subject matter of the representation, as when a
lawyer drafting a will for a client learns that the client needs money for unrelated expenses and
offers to make a loan to the client. The Rule applies to lawyers engaged in the sale of goods or
services related to the practice of law, for example, the sale of title insurance or investment
services to existing clients of the lawyer's legal practice. See Rule 5.7. It also applies to lawyers
purchasing property from estates they represent. It does not apply to ordinary fee arrangements
between client and lawyer, which are governed by Rule 1.5, although its requirements must be
met when the lawyer accepts an interest in the client's business or other nonmonetary property as
payment of all or part of a fee. In addition, the Rule does not apply to standard commercial
transactions between the lawyer and the client for products or services that the client generally
markets to others, for example, banking or brokerage services, medical services, products
manufactured or distributed by the client, and utilities' services. In such transactions, the lawyer
has no advantage in dealing with the client, and the restrictions in paragraph (a) are unnecessary
and impracticable.

   [2] Paragraph (a)(1) requires that the transaction itself be fair to the client and that its essential
terms be communicated to the client, in writing, in a manner that can be reasonably understood.
Paragraph (a)(2) requires that the client also be advised, in writing, of the desirability of seeking
the advice of independent legal counsel. It also requires that the client be given a reasonable
opportunity to obtain such advice. Paragraph (a)(3) requires that the lawyer obtain the client's
informed consent, in a writing signed by the client, both to the essential terms of the transaction
and to the lawyer's role. When necessary, the lawyer should discuss both the material risks of the
proposed transaction, including any risk presented by the lawyer's involvement, and the existence
of reasonably available alternatives and should explain why the advice of independent legal
counsel is desirable. See Rule 1.0(e) (definition of informed consent).

   [3] The risk to a client is greatest when the client expects the lawyer to represent the client in
the transaction itself or when the lawyer's financial interest otherwise poses a significant risk that
the lawyer's representation of the client will be materially limited by the lawyer's financial interest
in the transaction. Here the lawyer's role requires that the lawyer must comply, not only with the
requirements of paragraph (a), but also with the requirements of Rule 1.7. Under that Rule, the
lawyer must disclose the risks associated with the lawyer's dual role as both legal adviser and
participant in the transaction, such as the risk that the lawyer will structure the transaction or give
legal advice in a way that favors the lawyer's interests at the expense of the client. Moreover, the
lawyer must obtain the client's informed consent. In some cases, the lawyer's interest may be such
that Rule 1.7 will preclude the lawyer from seeking the client's consent to the transaction.

   [4] If the client is independently represented in the transaction, paragraph (a)(2) of this Rule is
inapplicable, and the paragraph (a)(1) requirement for full disclosure is satisfied either by a written
disclosure by the lawyer involved in the transaction or by the client's independent counsel. The
fact that the client was independently represented in the transaction is relevant in determining
whether the agreement was fair and reasonable to the client as paragraph (a)(1) further requires.

Use of Information Related to Representation

   [5] [Washington revision] Use of information relating to the representation to the
disadvantage of the client violates the lawyer's duty of loyalty. Paragraph (b) applies when the
information is used to benefit either the lawyer or a third person, such as another client or
business associate of the lawyer. For example, if a lawyer learns that a client intends to purchase
and develop several parcels of land, the lawyer may not use that information to purchase one of
the parcels in competition with the client or to recommend that another client make such a
purchase. The Rule does not prohibit uses that do not disadvantage the client. For example, a
lawyer who learns a government agency's interpretation of trade legislation during the
representation of one client may properly use that information to benefit other clients. Paragraph
(b) prohibits disadvantageous use of client information unless the client gives informed consent,
except as permitted or required by these Rules. See Rules 1.2(d), 1.6, 1.9(c), 3.3, 4.1(b), and 8.1.

Gifts to Lawyers

   [6] A lawyer may accept a gift from a client, if the transaction meets general standards of
fairness. For example, a simple gift such as a present given at a holiday or as a token of
appreciation is permitted. If a client offers the lawyer a more substantial gift, paragraph (c) does
not prohibit the lawyer from accepting it, although such a gift may be voidable by the client under
the doctrine of undue influence, which treats client gifts as presumptively fraudulent. In any event,
due to concerns about overreaching and imposition on clients, a lawyer may not suggest that a
substantial gift be made to the lawyer or for the lawyer's benefit, except where the lawyer is
related to the client as set forth in paragraph (c).

   [7] If effectuation of a substantial gift requires preparing a legal instrument such as a will or
conveyance the client should have the detached advice that another lawyer can provide. The sole
exception to this Rule is where the client is a relative of the donee.

   [8] This Rule does not prohibit a lawyer from seeking to have the lawyer or a partner or
associate of the lawyer named as executor of the client's estate or to another potentially lucrative
fiduciary position. Nevertheless, such appointments will be subject to the general conflict of
interest provision in Rule 1.7 when there is a significant risk that the lawyer's interest in obtaining
the appointment will materially limit the lawyer's independent professional judgment in advising
the client concerning the choice of an executor or other fiduciary. In obtaining the client's
informed consent to the conflict, the lawyer should advise the client concerning the nature and
extent of the lawyer's financial interest in the appointment, as well as the availability of alternative
candidates for the position.

Literary Rights

   [9] An agreement by which a lawyer acquires literary or media rights concerning the conduct
of the representation creates a conflict between the interests of the client and the personal
interests of the lawyer. Measures suitable in the representation of the client may detract from the
publication value of an account of the representation. Paragraph (d) does not prohibit a lawyer
representing a client in a transaction concerning literary property from agreeing that the lawyer's
fee shall consist of a share in ownership in the property, if the arrangement conforms to Rule 1.5
and paragraphs (a) and (i).

Financial Assistance

   [10] [Washington Revision] Lawyers may not subsidize lawsuits or administrative
proceedings brought on behalf of their clients, including making or guaranteeing loans to their
clients for living expenses, because to do so would encourage clients to pursue lawsuits that might
not otherwise be brought and because such assistance gives lawyers too great a financial stake in
the litigation. See Washington Comment [21].

Person Paying for a Lawyer's Services

   [11] Lawyers are frequently asked to represent a client under circumstances in which a third
person will compensate the lawyer, in whole or in part. The third person might be a relative or
friend, an indemnitor (such as a liability insurance company) or a co-client (such as a corporation
sued along with one or more of its employees). Because third-party payers frequently have
interests that differ from those of the client, including interests in minimizing the amount spent
on the representation and in learning how the representation is progressing, lawyers are prohibited
from accepting or continuing such representations unless the lawyer determines that there will be
no interference with the lawyer's independent professional judgment and there is informed
consent from the client. See also Rule 5.4(c) (prohibiting interference with a lawyer's professional
judgment by one who recommends, employs or pays the lawyer to render legal services for another).

   [12] Sometimes, it will be sufficient for the lawyer to obtain the client's informed consent
regarding the fact of the payment and the identity of the third-party payer. If, however, the fee
arrangement creates a conflict of interest for the lawyer, then the lawyer must comply with Rule.
1.7. The lawyer must also conform to the requirements of Rule 1.6 concerning confidentiality.
Under Rule 1.7(a), a conflict of interest exists if there is significant risk that the lawyer's
representation of the client will be materially limited by the lawyer's own interest in the fee
arrangement or by the lawyer's responsibilities to the third-party payer (for example, when the
third-party payer is a co-client). Under Rule 1.7(b), the lawyer may accept or continue the
representation with the informed consent of each affected client, unless the conflict is
nonconsentable under that paragraph. Under Rule 1.7(b), the informed consent must be confirmed
in writing.

Aggregate Settlements

   [13] Differences in willingness to make or accept an offer of settlement are among the risks of
common representation of multiple clients by a single lawyer. Under Rule 1.7, this is one of the
risks that should be discussed before undertaking the representation, as part of the process of
obtaining the clients' informed consent. In addition, Rule 1.2(a) protects each client's right to
have the final say in deciding whether to accept or reject an offer of settlement and in deciding
whether to enter a guilty or nolo contendere plea in a criminal case. The rule stated in this
paragraph is a corollary of both these Rules and provides that, before any settlement offer or plea
bargain is made or accepted on behalf of multiple clients, the lawyer must inform each of them
about all the material terms of the settlement, including what the other clients will receive or pay
if the settlement or plea offer is accepted. See also Rule 1.0(e) (definition of informed consent).
Lawyers representing a class of plaintiffs or defendants, or those proceeding derivatively, may not
have a full client-lawyer relationship with each member of the class; nevertheless, such lawyers
must comply with applicable rules regulating notification of class members and other procedural
requirements designed to ensure adequate protection of the entire class.

Limiting Liability and Settling Malpractice Claims

   [14] [Washington revision] Agreements prospectively limiting a lawyer's liability for
malpractice are prohibited unless permitted by law and the client is independently represented in
making the agreement because they are likely to undermine competent and diligent representation.
Also, many clients are unable to evaluate the desirability of making such an agreement before a
dispute has arisen, particularly if they are then represented by the lawyer seeking the agreement.
This paragraph does not, however, prohibit a lawyer from entering into an agreement with the
client to arbitrate legal malpractice claims, provided such agreements are enforceable and the
client is fully informed of the scope and effect of the agreement. Nor does this paragraph limit the
ability of lawyers to practice in the form of a limited-liability entity, where permitted by law,
provided that each lawyer remains personally liable to the client for his or her own conduct and
the firm complies with any conditions required by law, such as provisions requiring client
notification or maintenance of adequate liability insurance. Nor does it prohibit an agreement in
accordance with Rule 1.2 that defines the scope of the representation, although a definition of
scope that makes the obligations of representation illusory will amount to an attempt to limit liability.

   [15] Agreements settling a claim or a potential claim for malpractice are not prohibited by this
Rule. Nevertheless, in view of the danger that a lawyer will take unfair advantage of an
unrepresented client or former client, the lawyer must first advise such a person in writing of the
appropriateness of independent representation in connection with such a settlement. In addition,
the lawyer must give the client or former client a reasonable opportunity to find and consult
independent counsel.

Acquiring Proprietary Interest in Litigation

   [16] Paragraph (i) states the traditional general rule that lawyers are prohibited from acquiring
a proprietary interest in litigation. Like paragraph (e), the general rule has its basis in common law
champerty and maintenance and is designed to avoid giving the lawyer too great an interest in the
representation. In addition, when the lawyer acquires an ownership interest in the subject of the
representation, it will be more difficult for a client to discharge the lawyer if the client so desires.
The Rule is subject to specific exceptions developed in decisional law and continued in these
Rules. The exception for certain advances of the costs of litigation is set forth in paragraph (e). In
addition, paragraph (i) sets forth exceptions for liens authorized by law to secure the lawyer's fees
or expenses and contracts for reasonable contingent fees. The law of each jurisdiction determines
which liens are authorized by law. These may include liens granted by statute, liens originating in
common law and liens acquired by contract with the client. When a lawyer acquires by contract a
security interest in property other than that recovered through the lawyer's efforts in the litigation,
such an acquisition is a business or financial transaction with a client and is governed by the
requirements of paragraph (a). Contracts for contingent fees in civil cases are governed by Rule 1.5.

Client-Lawyer Sexual Relationships

   [17] The relationship between lawyer and client is a fiduciary one in which the lawyer
occupies the highest position of trust and confidence. The relationship is almost always unequal;
thus, a sexual relationship between lawyer and client can involve unfair exploitation of the
lawyer's fiduciary role, in violation of the lawyer's basic ethical obligation not to use the trust of
the client to the client's disadvantage. In addition, such a relationship presents a significant danger
that, because of the lawyer's emotional involvement, the lawyer will be unable to represent the
client without impairment of the exercise of independent professional judgment. Moreover, a
blurred line between the professional and personal relationships may make it difficult to predict to
what extent client confidences will be protected by the attorney-client evidentiary privilege, since
client confidences are protected by privilege only when they are imparted in the context of the
client-lawyer relationship. Because of the significant danger of harm to client interests and
because the client's own emotional involvement renders it unlikely that the client could give
adequate informed consent, this Rule prohibits the lawyer from having sexual relations with a
client regardless of whether the relationship is consensual and regardless of the absence of
prejudice to the client.

   [18] Sexual relationships that predate the client-lawyer relationship are not prohibited. Issues
relating to the exploitation of the fiduciary relationship and client dependency are diminished
when the sexual relationship existed prior to the commencement of the client-lawyer relationship.
However, before proceeding with the representation in these circumstances, the lawyer should
consider whether the lawyer's ability to represent the client will be materially limited by the
relationship. See Rule 1.7(a)(2).

   [19] [Washington revision] When the client is an organization, paragraph (j) of this Rule
applies to a lawyer for the organization (whether inside or outside counsel). For purposes of this
Rule, "representative of a current client" will generally be a constituent of the organization who
supervises, directs or regularly consults with that lawyer on the organization's legal matters. See
Comment [1] to Rule 1.13 (identifying the constituents of an organizational client).

   See also Washington Comments [22] and [23].

Imputation of Prohibitions

   [20] Under paragraph (k), a prohibition on conduct by an individual lawyer in paragraphs (a)
through (i) also applies to all lawyers associated in a firm with the personally prohibited lawyer.
For example, one lawyer in a firm may not enter into a business transaction with a client of
another member of the firm without complying with paragraph (a), even if the first lawyer is not
personally involved in the representation of the client. The prohibition set forth in paragraph (j)
is personal and is not applied to associated lawyers.

Additional Washington Comments (21-29)

Financial Assistance
   [21] Paragraph (e) of Washington's Rule differs form the Model Rule. Paragraph (e) is based
on former Washington RPC 1.8(e). The minor structural modifications to the general prohibition
on providing financial assistance to a client do not represent a change in Washington law, and
paragraph (e) is intended to preserve prior interpretations of the Rule and prior Washington practice.

Client-Lawyer Sexual Relationships

   [22] Paragraph (j)(2) of Washington's Rule, which prohibits sexual relationships with a
representative of an organizational client, differs from the Model Rule. Comment [19] to Model
Rule 1.8 was revised to be consistent with the Washington Rule.

   [23] Paragraph (j)(3) of the Rule specifies that the prohibition applies with equal force to any
lawyer who assists in the representation of the client, but the prohibition expressly does not apply
to other members of a firm who have not assisted in the representation.

Personal Relationships

   [24] Model Rule 1.8 does not contain a provision equivalent to paragraph (l) of Washington's
Rule. Paragraph (l) prohibits representations based on a lawyer's personal conflict arising from his
or her relationship with another lawyer. Paragraph (l) is a revised version of former Washington
RPC 1.8(i). See also Comment [11] to Rule 1.7.

Indigent Defense Contracts

   [25] Model Rule 1.8 does not contain a provision equivalent to paragraph (m) of
Washington's Rule. Paragraph (m) specifies that it is a conflict of interest for a lawyer to enter
into or accept compensation under an indigent defense contract that does not provide for the
payment of funds, outside of the contract, to compensate conflict counsel for fees and expenses.

    [26] Where there is a right to a lawyer in court proceedings, the right extends to those who
are financially unable to obtain one. This right is affected in some Washington counties and
municipalities through indigent defense contracts, i.e., contracts entered into between lawyers or
law firms willing to provide defense services to those financially unable to obtain them and the
governmental entities obliged to pay for those services. When a lawyer or law firm providing
indigent defense services determines that a disqualifying conflict of interest precludes
representation of a particular client, the lawyer or law firm must withdraw and substitute counsel
must be obtained for the client. See Rule 1.16. In these circumstances, substitute counsel is
typically known as "conflict counsel."

   [27] An indigent defense contract by which the contracting lawyer or law firm assumes the
obligation to pay conflict counsel from the proceeds of the contract, without further payment
from the governmental entity, creates an acute financial disincentive for the lawyer either to
investigate or declare the existence of actual or potential conflicts of interest requiring the
employment of conflict counsel. For this reason, such contracts involve an inherent conflict
between the interests of the client and the personal interests of the lawyer. These dangers warrant
a prohibition on making such an agreement or accepting compensation for the delivery of indigent
defense services from a lawyer that has done so. See WSBA Informal Ethics Opinion No. 1647
(conflict of interest issues under RPC 1.7 and 1.9 exist in requiring public defender office to
recognize a conflict and hire outside counsel out of its budget); ABA Standards for Criminal
Justice, Std. 5-3.3(b)(vii) (3d ed. 1992) (elements of a contract for defense services should
include "a policy for conflict of interest cases and the provision of funds outside of the contract
to compensate conflict counsel for fees and expenses"); People v. Barboza, 29 Cal.3d 375, 173 Cal.
Rptr. 458, 627 P.2d 188 (Cal. 1981) (structuring public defense contract so that more money is
available for operation of office if fewer outside attorneys are engaged creates "inherent and
irreconcilable conflicts of interest").

   [28] Similar conflict-of-interest considerations apply when indigent defense contracts require
the contracting lawyer or law firm to pay for the costs and expenses of investigation and expert
services from the general proceeds of the contract. Paragraph (m)(1)(ii) prohibits agreements that
do not provide that such services are to be funded separately from the amounts designated as
compensation to the contracting lawyer or law firm.

   [29] Because indigent defense contracts involve accepting compensation for legal services
from a third-party payer, the lawyer must also conform to the requirements of paragraph (f).
See also Comments [11]-[12].


[Amended effective September 1, 2006; April 24, 2007; September 1, 2008.]