RPC RULE 5.2
               RESPONSIBILITIES OF A SUBORDINATE LAWYER


  (a) A lawyer is bound by the Rules of Professional Conduct
notwithstanding that the lawyer acted at the direction of another person.

  (b) A subordinate lawyer does not violate the Rules of Professional
Conduct if that lawyer acts in accordance with a supervisory lawyer's
reasonable resolution of an arguable question of professional duty.

Comment

  [1] Although a lawyer is not relieved of responsibility for a violation
by the fact that the lawyer acted at the direction of a supervisor, that
fact may be relevant in determining whether a lawyer had the knowledge
required to render conduct a violation of the Rules. For example, if a
subordinate filed a frivolous pleading at the direction of a supervisor,
the subordinate would not be guilty of a professional violation unless the
subordinate knew of the document's frivolous character.

  [2] When lawyers in a supervisor-subordinate relationship encounter a
matter involving professional judgment as to ethical duty, the supervisor
may assume responsibility for making the judgment. Otherwise a consistent
course of action or position could not be taken. If the question can
reasonably be answered only one way, the duty of both lawyers is clear and
they are equally responsible for fulfilling it. However, if the question is
reasonably arguable, someone has to decide upon the course of action. That
authority ordinarily reposes in the supervisor, and a subordinate may be
guided accordingly. For example, if a question arises whether the interests
of two clients conflict under Rule 1.7, the supervisor's reasonable
resolution of the question should protect the subordinate professionally if
the resolution is subsequently challenged.


[Amended effective September 1, 2006.]