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 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; September 1, 2011.]