RPC RULE 2.3
                EVALUATION FOR USE BY THIRD PERSONS


  (a) A lawyer may provide an evaluation of a matter affecting a client
for the use of someone other than the client if the lawyer reasonably
believes that making the evaluation is compatible with other aspects of
the lawyer's relationship with the client.

  (b) When the lawyer knows or reasonable should know that the evaluation
is likely to affect the client's interests materially and adversely, the
lawyer shall not provide the evaluation unless the client gives in formed
consent.

  (c) Except as disclosure is authorized in connection with a report of an
evaluation, information relating to the evaluation is otherwise protected
by Rule 1.6.

Comment

Definition

  [1] An evaluation may be performed at the client's direction or when
impliedly authorized in order to carry out the representation. See Rule
1.2. Such an evaluation may be for the primary purpose of establishing
information for the benefit of third parties; for example, an opinion
concerning the title of property rendered at the behest of a vendor for
the information of a prospective purchaser, or at the behest of a borrower
for the information of a prospective lender. In some situations, the
evaluation may be required by a government agency; for example, an opinion
concerning the legality of the securities registered for sale under the
securities laws. In other instances, the evaluation may be required by a
third person, such as a purchaser of a business.

  [2] A legal evaluation should be distinguished from an investigation of
a person with whom the lawyer does not have a client-lawyer relationship.
For example, a lawyer retained by a purchaser to analyze a vendor's title
to property does not have a client-lawyer relationship with the vendor. So
also, an investigation into a person's affairs by a government lawyer, or
by special counsel by a government lawyer, or by special counsel employed
by the government, is not an evaluation as that term is used in this Rule.
The question is whether the lawyer is retained by the person whose affairs
are being examined. When the lawyer is retained by that person, the
general rules concerning loyalty to client and preservation of confidences
apply, which is not the case if the lawyer is retained by someone else.
For this reason, it is essential to identify the person by whom the lawyer
is retained. This should be made clear not only to the person under
examination, but also to others to whom the results are to be made available.

Duties Owed to Third Person and Client

  [3] When the evaluation is intended for the information or use of a
third person, a legal duty to that person may or may not arise. That legal
question is beyond the scope of this Rule. However, since such an
evaluation involves a departure from the normal client-lawyer
relationship, careful analysis of the situation is required. The lawyer
must be satisfied as a matter of professional judgment that making the
evaluation is compatible with other functions undertaken in behalf of the
client. For example, if the lawyer is acting as advocate in defending the
client against charges of fraud, it would normally be incompatible with
that responsibility for the lawyer to perform an evaluation for others
concerning the same or a related transaction. Assuming no such impediment
is apparent, however, the lawyer should advise the client of the
implications of the evaluation, particularly the lawyer's responsibilities
to third persons and the duty to disseminate the findings.

Access to and Disclosure of Information

  [4] The quality of an evaluation depends on the freedom and extent of
the investigation upon which it is based. Ordinarily a lawyer should have
whatever latitude of investigation seems necessary as a matter of
professional judgment. Under some circumstances, however, the terms of the
evaluation may be limited. For example, certain issues or sources may be
categorically excluded, or the scope of search may be limited by time
constraints or the noncooperation of persons having relevant information.
Any such limitations that are material to the evaluation should be
described in the report. If after a lawyer has commenced an evaluation,
the client refuses to comply with the terms upon which it was understood
the evaluation was to have been made, the lawyer's obligations are
determined by law, having reference to the terms of the client's agreement
and the surrounding circumstances. In no circumstances is the lawyer
permitted to knowingly make a false statement of material fact or law in
providing an evaluation under this Rule. See Rule 4.1.

Obtaining Client's Informed Consent

  [5] Information relating to an evaluation is protected by Rule 1.6. In
many situations, providing an evaluation to a third party poses no
significant risk to the client; thus, the lawyer may be impliedly
authorized to disclose information to carry out the representation. See
Rule 1.6(a). Where, however, it is reasonably likely that providing the
evaluation will affect the client's interests materially and adversely,
the lawyer must first obtain the client's consent after the client has
been adequately informed concerning the important possible effects on the
client's interests. See Rules 1.6(a) and 1.0(e).

Financial Auditors' Requests for Information

  [6] When a question concerning the legal situation of a client arises at
the instance of the client's financial auditor and the question is
referred to the lawyer, the lawyer's response may be made in accordance
with procedures recognized in the legal profession. Such a procedure is
set forth in the American Bar Association Statement of Policy Regarding
Lawyers' Responses to Auditors' Requests for Information, adopted in 1975.


[Amended effective September 1, 2006.]