道德意见226
私人执业博彩app作为内部法律顾问和房地产经纪人提供服务
私人执业的博彩app可以兼职, 为客户提供受薪内部法律顾问, 同时继续在他的私人事务所代理客户, 只要他以两种身份完全遵守适用的职业行为规则. 他也可以为客户担任持牌房地产经纪人, 按小时收费, so long as his work as a broker does not cause him to violate the 职业行为准则 and so long as he clearly discloses to affected parties the capacity in which he is acting and obtains informed consent where he represents two related parties in a transaction as broker and lawyer.
适用的规则
- 规则1.7(b)(可放弃的利益冲突)
- 规则1.7(c)(2)(遵守其他规则作为豁免利益冲突的条件)
- 规则7.1(a)(关于法律服务的虚假或误导性信息)
调查
询问者是一名从事私人执业的博彩app，代表一家房地产合伙企业的附属集团, 公司, 以及在单一运营公司下组织的实体(就本意见而言), “XYZ公司”). 询问者为大约60个此类相关实体提供法律服务, 所有这些都有实质性的共同所有权. (在某些情况下, 普通个人所有者的所有权比例各不相同, 在某些情况下，这些实体是合资企业，包括与XYZ公司无关的合作伙伴.)询问者主要代表XYZ及其附属实体处理房地产交易事宜. 询问者表示他完全遵守规则1.7 in dealing with the occasional engagement that involves a conflict or potential conflict of interest between XYZ and an affiliated entity.
XYZ Company has recently asked the inquiring lawyer to perform certain "in-house" services—now performed by the inquirer as outside counsel—as a part-time employee of its regional operating company, 担任地区总法律顾问. 询问者会的, 然而, 并继续作为外部法律顾问代表XYZ及其附属实体处理交易事务. 而询问者将在他自己的博彩app事务所以区域总法律顾问的身份开展工作, 他会使用不同的名片和信头，保存不同的文件. The inquirer states that he would not represent an XYZ-affiliated entity in any transaction in which the XYZ regional operating company had an interest without disclosing his role as in-house counsel for the operating company and obtaining the consents required by 规则1.7(b)及(c). 他还认识到，在某些此类问题上，他可能会被规则1禁止.第7(a)条或规则1.7(c)(2)不承担xyz附属实体的代表.
The inquirer asks whether in these circumstances he may ethically continue to represent XYZ Company and its affiliated entities in real estate transactions while serving as a part-time, XYZ区域运营公司的受薪内部博彩app.
应客户XYZ公司的要求, 询问者还获得了马里兰州房地产经纪人的执照. (询问者是马里兰州博彩app协会和哥伦比亚特区博彩app协会的会员。). 他已获XYZ公司委任为第三者租赁事宜的纪录经纪人, 由隶属于XYZ的马里兰州实体从事的销售和物业管理活动. 以这种身份, 他将监督代理经纪人和持牌销售人员, 这是马里兰州法律规定的.
询问者的经纪服务将由XYZ在马里兰州的关联公司按小时收费, 并且不会因任何交易的价值或成功而获得佣金或任何其他报酬. The inquirer might also perform legal services for XYZ-affiliated companies in some transactions in which he also served as broker of record for XYZ's Maryland affiliate. 在任何情况下, 然而, would the fees received by the inquirer as broker of record duplicate fees received by him for legal services performed for XYZ's Maryland affiliate. And where the inquirer served as counsel for another XYZ affiliate in a transaction where he was also broker of record for XYZ's Maryland affiliate, 他会向联属公司披露其经纪角色，并遵守规则1的规定.如果有任何潜在的利益冲突.
询问者作为记录经纪人的活动将主要在XYZ的马里兰附属公司的办公室进行, 独立于询问者的博彩app事务所. 作为经纪人，他会使用单独的文具、名片和电话号码.
The inquirer asks whether his performance of real estate brokerage services in the manner set forth above would be consistent with the 职业行为准则.1
讨论
1. 担任内部法律顾问
博彩app担任商业实体的内部法律顾问本身没有限制, 在兼职的基础上, 同时继续以外部博彩app的身份代表该实体及其附属实体收取服务费. 当然, 博彩app必须以两种身份遵守《博彩app》的所有规定.
特别是, it is important to ensure that no client or third party is misled as to the role of the lawyer and his status as an employee of a client. 规则7.1(a)2 询问者计划采取的步骤, 如上所述(分开信头和名片), 等.)应该走得更远，以确保遵守规则7.1(a). The lawyer should be careful to make an affirmative disclosure of his dual capacity as in-house and outside counsel whenever that fact would be of importance to another client or a third party.
询问者还必须注意充分遵守规则1的规定.7(利益冲突). 因此，正如询问者所认识到的，根据规则1.7(b), he may not be able to serve as counsel for another entity (including an XYZ-affiliated entity) in a transaction in which XYZ's regional operating company has a potential conflicting interest, 未经双方同意后充分披露可能发生的冲突. There could even be situations in which the adverse consequences to XYZ's regional operating company from his representation of another party in a particular transaction would be serious enough that the lawyer himself might conclude that his ability zealously to represent the other party (as required by 规则1.3)会妥协. 在这种情况下，代表另一方——即使得到对方同意——也是不恰当的. 规则1.7(c)(2); Opinion No. 94.
2. 房地产经纪人的角色
《博彩app》没有对博彩app从事其他业务设置障碍, 与他或她的法律业务分开, so long as the lawyer's engagement in that other business does not result in violations of applicable provisions of the 规则. E.g.规则1.3 (duty of zealous representation); 1.7(b)(4) (professional judgment adversely affected by lawyer's responsibility to third party or lawyer's own financial interests; 1.8(a)(与客户的交易). 此外, 在同一交易中，查询者同时扮演专业角色(博彩app和经纪人)的情况, we believe that he should comply with applicable provisions of the 职业行为准则 regardless of which "hat" he is wearing in particular aspects of that transaction.3
In any transaction in which the inquirer is serving as broker of record on behalf of one entity and lawyer on behalf of a related entity, 他应特别小心，确保向所有受影响的各方充分披露他的双重角色. 规则7.1(a). 我们还认为，为了确保充分遵守规则1.7(b), the inquirer should obtain informed consent from related entities which he represents as lawyer and broker in a particular transaction, because of the potential conflict of interest between the related entities and the potential conflict of interest created by the inquirer's financial interest in brokerage fees. While that financial interest is not as significant as it would be were the inquirer receiving a brokerage commission contingent on consummation of the transaction and tied to the transaction's value, 我们认为询问者在进行调查前应获得知情同意.
调查没有. 91-8-35
1992年3月17日通过
1. 询问者已向马里兰州博彩app协会法律道德委员会进行了同样的询问. 我们不解决任何关于马里兰州或, 如果发生冲突, 无论是马里兰州还是民主党.C. 规则应该适用.
2. 规则7.1(a) provides that “a lawyer shall not make a false or misleading communication about the lawyer or the lawyer’s services,，而沟通是虚假和误导的，如果, 在其他事物之外, 它“省略了一个必要的事实，使陈述作为一个整体被认为没有重大误导性。.”
3. 美国博彩app协会正式意见328(1972年6月)更进一步, holding that a lawyer who engages in another occupation must comply with legal ethical standards in his or her other professional capacity whenever that other occupation “is so law-related that the work of the lawyer in such occupation will involve, 不可分地, 法律实务.“我们在这里没有触及这个更广泛的问题, but merely hold that the 职业行为准则 apply to a lawyer’s conduct in another professional capacity where he is acting in that capacity as well as his capacity as a lawyer in the same transaction or matter. 我们注意到, 然而, that it is important as a general matter for the inquirer to assure that clients and third parties are not misled as to whether he is providing services as a real estate broker or as a lawyer.
