RPC RULE 1.13
                        ORGANIZATION AS CLIENT


  (a) A lawyer employed or retained by an organization represents the
organization acting through its duly authorized constituents.

  (b) If a lawyer for an organization knows that an officer, employee or
other person associated with the organization is engaged in action, intends
to act or refuses to act in a matter related to the representation that is
a violation of a legal obligation to the organization, or a violation of
law that reasonably might be imputed to the organization, and that is
likely to result in substantial injury to the organization, then the lawyer
shall proceed as is reasonably necessary in the best interest of the
organization. Unless the lawyer reasonably believes that it is not
necessary in the best interest of the organization to do so, the lawyer
shall refer the matter to higher authority in the organization, including,
if warranted by the circumstances, to the highest authority that can act on
behalf of the organization as determined by applicable law.

  (c) Except as provided in paragraph (d), if

     (1)  despite the lawyer's efforts in accordance with paragraph (b) the
highest authority  that  can act on behalf of the organization insists
upon or fails to address in a timely and appropriate manner an action,
or a refusal to act, that is clearly a violation of law, and

     (2)  the lawyer reasonably believes that the violation is reasonably
certain to result in substantial injury to the organization,  then  the
lawyer may reveal information relating to the representation whether or
not  Rule 1.6 permits such disclosure, but only if and to the extent the lawyer
reasonably believes necessary to prevent substantial injury to the organization.

  (d) Paragraph (c) shall not apply with respect to information relating
to a lawyer's representation of an organization to investigate an alleged
violation of law, or to defend the organization or an officer, employee or
other constituent associated with the organization against a claim arising
out of an alleged violation of law.

  (e) A lawyer who reasonably believes that he or she has been discharged
because of the lawyer's actions taken pursuant to paragraphs (b) and (c),
or who withdraws under circumstances that require or permit the lawyer to
take action under either of those paragraphs, shall proceed as the lawyer
reasonably believes necessary to assure that the organization's highest
authority is informed of the lawyer's discharge or withdrawal.

  (f) In dealing with an organization's directors, officers, employees,
members, shareholders or other constituents, a lawyer shall explain the
identity of the client when the lawyer knows or reasonably should know that
the organization's interests are adverse to those of the constituents with
whom the lawyer is dealing.

  (g) A lawyer representing an organization may also represent any of its
directors, officers, employees, members, shareholders or other
constituents, subject to the provisions of Rule 1.7. If the organization's
consent to the dual representation is required by Rule 1.7, the consent
shall be given by an appropriate official of the organization other than
the individual who is to be represented, or by the shareholders.

  (h) For purposes of this Rule, when a lawyer who is not a public officer
or employee represents a discrete governmental agency or unit that is part
of a broader governmental entity, the lawyer's client is the particular
governmental agency or unit represented, and not the broader governmental
entity of which the agency or unit is a part, unless:

     (1)  otherwise provided in a written agreement between the lawyer and
the governmental agency or unit; or

     (2)  the  broader governmental entity gives the lawyer timely written
notice to the contrary, in which case the client shall be designated by
such  entity. Notice under this subsection shall be given by the person
designated  by law as the chief legal officer of the broader governmental
entity, or in  the absence of such designation, by the chief executive
officer of the entity.

Comment

The Entity as the Client

  [1] An organizational client is a legal entity, but it cannot act except
through its officers, directors, employees, shareholders and other
constituents. Officers, directors, employees and shareholders are the
constituents of the corporate organizational client. The duties defined in
this Comment apply equally to unincorporated associations. "Other
constituents" as used in this Comment means the positions equivalent to
officers, directors, employees and shareholders held by persons acting for
organizational clients that are not corporations.

  [2] When one of the constituents of an organizational client
communicates with the organization's lawyer in that person's organizational
capacity, the communication is protected by Rule 1.6. Thus, by way of
example, if an organizational client requests its lawyer to investigate
allegations of wrongdoing, interviews made in the course of that
investigation between the lawyer and the client's employees or other
constituents are covered by Rule 1.6. This does not mean, however, that
constituents of an organizational client are the clients of the lawyer. The
lawyer may not disclose to such constituents information relating to the
representation except for disclosures explicitly or impliedly authorized by
the organizational client in order to carry out the representation or as
otherwise permitted by Rule 1.6.

  [3] When constituents of the organization make decisions for it, the
decisions ordinarily must be accepted by the lawyer even if their utility
or prudence is doubtful. Decisions concerning policy and operations,
including ones entailing serious risk, are not as such in the lawyer's
province. Paragraph (b) makes clear, however, that when the lawyer knows
that the organization is likely to be substantially injured by action of an
officer or other constituent that violates a legal obligation to the
organization or is in violation of law that might be imputed to the
organization, the lawyer must proceed as is reasonably necessary in the
best interest of the organization. As defined in Rule 1.0(f), knowledge can
be inferred from circumstances, and a lawyer cannot ignore the obvious.

  [4] In determining how to proceed under paragraph (b), the lawyer should
give due consideration to the seriousness of the violation and its
consequences, the responsibility in the organization and the apparent
motivation of the person involved, the policies of the organization
concerning such matters, and any other relevant considerations. Ordinarily,
referral to a higher authority would be necessary. In some circumstances,
however, it may be appropriate for the lawyer to ask the constituent to
reconsider the matter; for example, if the circumstances involve a
constituent's innocent misunderstanding of law and subsequent acceptance of
the lawyer's advice, the lawyer may reasonably conclude that the best
interest of the organization does not require that the matter be referred
to a higher authority. If a constituent persists in conduct contrary to the
lawyer's advice, it will be necessary for the lawyer to take steps to have
the matter reviewed by a higher authority in the organization. If the
matter is of sufficient seriousness and importance or urgency to the
organization, referral to higher authority in the organization may be
necessary even if the lawyer has not communicated with the constituent. Any
measures taken should, to the extent practicable, minimize the risk of
revealing information relating to the representation to persons outside the
organization. Even in circumstances where a lawyer is not obligated by Rule
1.13 to proceed, a lawyer may bring to the attention of an organizational
client, including its highest authority, matters that the lawyer reasonably
believes to be of sufficient importance to warrant doing so in the best
interest of the organization.

  [5] Paragraph (b) also makes clear that when it is reasonably necessary
to enable the organization to address the matter in a timely and
appropriate manner, the lawyer must refer the matter to higher authority,
including, if warranted by the circumstances, the highest authority that
can act on behalf of the organization under applicable law. The
organization's highest authority to whom a matter may be referred
ordinarily will be the board of directors or similar governing body.
However, applicable law may prescribe that under certain conditions the
highest authority reposes elsewhere, for example, in the independent
directors of a corporation.

Relation to Other Rules

  [6] The authority and responsibility provided in this Rule are
concurrent with the authority and responsibility provided in other Rules.
In particular, this Rule does not limit or expand the lawyer's
responsibility under Rules 1.8, 1.16, 3.3 or 4.1. Paragraph (c) of this
Rule supplements Rule 1.6(b) by providing an additional basis upon which
the lawyer may reveal information relating to the representation, but does
not modify, restrict, or limit the provisions of Rule 1.6(b)(1)-(7). Under
paragraph (c) the lawyer may reveal such information only when the
organization's highest authority insists upon or fails to address
threatened or ongoing action that is clearly a violation of law, and then
only to the extent the lawyer reasonably believes necessary to prevent
reasonably certain substantial injury to the organization. It is not
necessary that the lawyer's services be used in furtherance of the
violation, but it is required that the matter be related to the lawyer's
representation of the organization. If the lawyer's services are being used
by an organization to further a crime or fraud by the organization, Rules
1.6(b)(2) and 1.6(b)(3) may permit the lawyer to disclose confidential
information. In such circumstances Rule 1.2(d) may also be applicable, in
which event, withdrawal from the representation under Rule 1.16(a)(1) may
be required.

  [7] Paragraph (d) makes clear that the authority of a lawyer to disclose
information relating to a representation in circumstances described in
paragraph (c) does not apply with respect to information relating to a
lawyer's engagement by an organization to investigate an alleged violation
of law or to defend the organization or an officer, employee or other
person associated with the organization against a claim arising out of an
alleged violation of law. This is necessary in order to enable
organizational clients to enjoy the full benefits of legal counsel in
conducting an investigation or defending against a claim.

  [8] A lawyer who reasonably believes that he or she has been discharged
because of the lawyer's actions taken pursuant to paragraph (b) or (c), or
who withdraws in circumstances that require or permit the lawyer to take
action under either of these paragraphs, must proceed as the lawyer
reasonably believes necessary to assure that the organization's highest
authority is informed of the lawyer's discharge or withdrawal.

Government Agency

  [9] The duty defined in this Rule applies to governmental organizations.
Defining precisely the identity of the client and prescribing the resulting
obligations of such lawyers may be more difficult in the government context
and is a matter beyond the scope of these Rules. See Scope [18]. Although
in some circumstances the client may be a specific agency, it may also be a
branch of government, such as the executive branch, or the government as a
whole. For example, if the action or failure to act involves the head of a
bureau, either the department of which the bureau is a part or the relevant
branch of government may be the client for purposes of this Rule. Moreover,
in a matter involving the conduct of government officials, a government
lawyer may have authority under applicable law to question such conduct
more extensively than that of a lawyer for a private organization in
similar circumstances. Thus, when the client is a governmental
organization, a different balance may be appropriate between maintaining
confidentiality and assuring that the wrongful act is prevented or
rectified, for public business is involved. In addition, duties of lawyers
employed by the government or lawyers in military service may be defined by
statutes and regulation. This Rule does not limit that authority. See Scope.

Clarifying the Lawyer's Role

  [10] There are times when the organization's interest may be or become
adverse to those of one or more of its constituents. In such circumstances
the lawyer should advise any constituent, whose interest the lawyer finds
adverse to that of the organization of the conflict or potential conflict
of interest, that the lawyer cannot represent such constituent, and that
such person may wish to obtain independent representation. Care must be
taken to assure that the individual understands that, when there is such
adversity of interest, the lawyer for the organization cannot provide legal
representation for that constituent individual, and that discussions
between the lawyer for the organization and the individual may not be privileged.

  [11] Whether such a warning should be given by the lawyer for the
organization to any constituent individual may turn on the facts of each case.

Dual Representation

  [12] Paragraph (g) recognizes that a lawyer for an organization may also
represent a principal officer or major shareholder.

Derivative Actions

  [13] Under generally prevailing law, the shareholders or members of a
corporation may bring suit to compel the directors to perform their legal
obligations in the supervision of the organization. Members of
unincorporated associations have essentially the same right. Such an action
may be brought nominally by the organization, but usually is, in fact, a
legal controversy over management of the organization.

  [14] The question can arise whether counsel for the organization may
defend such an action. The proposition that the organization is the
lawyer's client does not alone resolve the issue. Most derivative actions
are a normal incident of an organization's affairs, to be defended by the
organization's lawyer like any other suit. However, if the claim involves
serious charges of wrongdoing by those in control of the organization, a
conflict may arise between the lawyer's duty to the organization and the
lawyer's relationship with the board. In those circumstances, Rule 1.7
governs who should represent the directors and the organization.

Additional Washington Comment (15)

  [15] Paragraph (h) was taken from former Washington RPC 1.7(c); it
addresses the obligations of a lawyer who is not a public officer or
employee but is representing a discrete governmental agency or unit.


[Amended effective September 1, 2006.]