Brief Fact Summary. Respondents are requesting that Petitioner’s law firm be disqualified from its representation of Petitioner on the grounds that the firm was previously retained to represent the corporation that Respondent managed as an officer.
Synopsis of Rule of Law. Corporate counsel’s duty to the corporation does not specifically extend to any of its officers or managers. Counsel has a duty to act in the best interests of the corporation, even if these actions may conflict with the best interests of individual officers.
Was there an attorney-client relationship between Respondent and the law firm?
When an attorney represents a corporation dominated by an officer whose personal interests are strongly tied to the company, does an attorney-client relationship exist to the degree that the law firm may not represent the company in a suit against the officer?
Held. No. No disqualification.
No. The attorney-client relationship was between Respondent’s corporation and the law firm, not between himself and the firm. The firm was never retained to act as his personal attorney.
No. Respondent’s personal interests were irrelevant here, as the firm was representing the corporation as a whole, not those of himself or any of the other officers.
Discussion. Corporate counsel must always represent the best interests of the corporation, even if these interests directly conflict with its officers.