MCR Of Professional Conduct

Last Updated 4/19/2011

Rule 1.0 Scope and Applicability
Rule: 1.0  Scope and Applicability of Rules and Commentary
(a) These are the Michigan Rules of Professional Conduct. The form of citation for 
this rule is MRPC 1.0. 
(b) Failure to comply with an obligation or prohibition imposed by a rule is a basis 
for invoking the disciplinary process. The rules do not, however, give rise to a cause 
of action for enforcement of a rule or for damages caused by failure to comply with 
an obligation or prohibition imposed by a rule. In a civil or criminal action, the 
admissibility of the Rules of Professional Conduct is governed by the Michigan Rules 
of Evidence and other provisions of law. 
(c) The text of each rule is authoritative. The comment that accompanies each rule 
does not expand or limit the scope of the obligations, prohibitions, and counsel 
found in the text of the rule. 
Comment: The rules and comments were largely drawn from the American Bar 
Association's Model Rules of Professional Conduct. Prior to submission of those 
Model Rules to the Michigan Supreme Court, the State Bar of Michigan made minor 
changes in the rules and the comments to conform them to Michigan law and 
preferred practice. The Supreme Court then adopted the rules, with such 
substantive changes as appeared proper to the Court. Additional changes in the 
comments were then made by staff to conform the comments to the rules as 
adopted by the Supreme Court. The Supreme Court has authorized publication of 
the comments as an aid to the reader, but the rules alone comprise the Supreme 
Court's authoritative statement of a lawyer's ethical obligations.
Preamble: A Lawyer's Responsibilities
This preamble is part of the comment to Rule 1.0, and provides a general 
introduction to the Rules of Professional Conduct. 
A lawyer is a representative of clients, an officer of the legal system and a public 
citizen having special responsibility for the quality of justice. 
As a representative of clients, a lawyer performs various functions. As advisor, a 
lawyer provides a client with an informed understanding of the client's legal rights 
and obligations and explains their practical implications. As advocate, a lawyer 
zealously asserts the client's position under the rules of the adversary system. As 
negotiator, a lawyer seeks a result advantageous to the client but consistent with 
requirements of honest dealing with others. As intermediary between clients, a 
lawyer seeks to reconcile their divergent interests as an advisor and, to a limited 
extent, as a spokesperson for each client. A lawyer acts as evaluator by examining 
a client's legal affairs and reporting about them to the client or to others. 
In all professional functions a lawyer should be competent, prompt and diligent. A 
lawyer should maintain communication with a client concerning the representation. 
A lawyer should keep in confidence information relating to representation of a client 
except so far as disclosure is required or permitted by the Rules of Professional 
Conduct or other law. 
A lawyer's conduct should conform to the requirements of the law, both in 
professional service to clients and in the lawyer's business and personal affairs. A 
lawyer should use the law's procedures only for legitimate purposes and not to 
harass or intimidate others. A lawyer should demonstrate respect for the legal 
system and for those who serve it, including judges, other lawyers and public 
officials. While it is a lawyer's duty, when necessary, to challenge the rectitude of 
official action, it is also a lawyer's duty to uphold legal process. 
As a public citizen, a lawyer should seek improvement of the law, the 
administration of justice and the quality of service rendered by the legal profession. 
As a member of a learned profession, a lawyer should cultivate knowledge of the 
law beyond its use for clients, employ that knowledge in reform of the law and work 
to strengthen legal education. A lawyer should be mindful of deficiencies in the 
administration of justice and of the fact that the poor, and sometimes persons who 
are not poor, cannot afford adequate legal assistance, and should therefore devote 
professional time and civic influence in their behalf. A lawyer should aid the legal 
profession in pursuing these objectives and should help the bar regulate itself in the 
public interest. 
Many of a lawyer's professional responsibilities are prescribed in the Rules of 
Professional Conduct, as well as substantive and procedural law. However, a lawyer 
is also guided by personal conscience and the approbation of professional peers. A 
lawyer should strive to attain the highest level of skill, to improve the law and the 
legal profession and to exemplify the legal profession's ideals of public service. 
A lawyer's responsibilities as a representative of clients, an officer of the legal 
system, and a public citizen are usually harmonious. Thus, when an opposing party 
is well represented, a lawyer can be a zealous advocate on behalf of a client and at 
the same time assume that justice is being done. So also, a lawyer can be sure that 
preserving client confidences ordinarily serves the public interest because people 
are more likely to seek legal advice, and thereby heed their legal obligations, when 
they know their communications will be private. 
In the nature of law practice, however, conflicting responsibilities are encountered. 
Virtually all difficult ethical problems arise from conflict between a lawyer's 
responsibilities to clients, to the legal system, and to the lawyer's own interest in 
remaining an upright person while earning a satisfactory living. The Rules of 
Professional Conduct prescribe terms for resolving such conflicts. Within the 
framework of these rules many difficult issues of professional discretion can arise. 
Such issues must be resolved through the exercise of sensitive professional and 
moral judgment guided by the basic principles underlying the rules. 
The legal profession is largely self-governing. Although other professions also have 
been granted powers of self-government, the legal profession is unique in this 
respect because of the close relationship between the profession and the processes 
of government and law enforcement. This connection is manifested in the fact that 
ultimate authority over the legal profession is vested largely in the courts.
To the extent that lawyers meet the obligations of their professional calling, the 
occasion for government regulation is obviated. Self-regulation also helps maintain 
the legal profession's independence from government domination. An independent 
legal profession is an important force in preserving government under law, for 
abuse of legal authority is more readily challenged by a profession whose members 
are not dependent on government for the right to practice. 
The legal profession's relative autonomy carries with it special responsibilities of 
self-government. The profession has a responsibility to assure that its regulations 
are conceived in the public interest and not in furtherance of parochial or selfinterested concerns of the bar. Every lawyer is responsible for observance of the 
Rules of Professional Conduct. A lawyer should also aid in securing their observance 
by other lawyers. Neglect of these responsibilities compromises the independence 
of the profession and the public interest which it serves. 
Lawyers play a vital role in the preservation of society. The fulfillment of this role 
requires an understanding by lawyers of their relationship to our legal system. The 
Rules of Professional Conduct, when properly applied, serve to define that 
relationship. 
SCOPE
The Rules of Professional Conduct are rules of reason. They should be interpreted 
with reference to the purposes of legal representation and of the law itself. Some of 
the rules are imperatives, cast in the terms "shall" or "shall not." These define 
proper conduct for purposes of professional discipline. Others, generally cast in the 
term "may," are permissive and define areas under the rules in which the lawyer 
has professional discretion. No disciplinary action should be taken when the lawyer 
acts or chooses not to act within the bounds of such discretion. Other rules define 
the nature of relationships between the lawyer and others. The rules are thus partly 
obligatory and disciplinary and partly constitutive and descriptive in that they define 
a lawyer's professional role. Many of the comments use the term "should." 
Comments do not add obligations to the rules, but provide guidance for practicing 
in compliance with the rules. 
The rules presuppose a larger legal context shaping the lawyer's role. That context 
includes court rules and statutes relating to matters of licensure, laws defining 
specific obligations of lawyers, and substantive and procedural law in general. 
Compliance with the rules, as with all law in an open society, depends primarily 
upon understanding and voluntary compliance, secondarily upon reinforcement by 
peer and public opinion, and finally, when necessary, upon enforcement through 
disciplinary proceedings. The rules do not, however, exhaust the moral and ethical 
considerations that should inform a lawyer, for no worthwhile human activity can be 
completely defined by legal rules. The rules simply provide a framework for the 
ethical practice of law. 
Furthermore, for purposes of determining the lawyer's authority and responsibility, 
principles of substantive law external to these rules determine whether a clientlawyer relationship exists. Most of the duties flowing from the client-lawyer 
relationship attach only after the client has requested the lawyer to render legal 
services and the lawyer has agreed to do so. But there are some duties, such as
that of confidentiality under Rule 1.6, that may attach when the lawyer agrees to 
consider whether a client-lawyer relationship shall be established. Whether a clientlawyer relationship exists for any specific purpose can depend on the circumstances 
and may be a question of fact. 
Under various legal provisions, including constitutional, statutory and common-law, 
the responsibilities of government lawyers may include authority concerning legal 
matters that ordinarily reposes in the client in private client-lawyer relationships. 
For example, a lawyer for a government agency may have authority on behalf of 
the government to decide upon settlement or whether to appeal from an adverse 
judgment. Such authority in various respects is generally vested in the attorney 
general and the prosecuting attorney in state government, and their federal 
counterparts, and the same may be true of other government law officers. Also, 
lawyers under the supervision of these officers may be authorized to represent 
several government agencies in intragovernmental legal controversies in 
circumstances where a private lawyer could not represent multiple private clients. 
They also may have authority to represent the "public interest" in circumstances 
where a private lawyer would not be authorized to do so. These rules do not 
abrogate any such authority. 
As indicated earlier in this comment, a failure to comply with an obligation or 
prohibition imposed by a rule is a basis for invoking the disciplinary process. The 
rules presuppose that disciplinary assessment of a lawyer's conduct will be made on 
the basis of the facts and circumstances as they existed at the time of the conduct 
in question and in recognition of the fact that a lawyer often has to act upon 
uncertain or incomplete evidence of the situation. Moreover, the rules presuppose 
that whether or not discipline should be imposed for a violation, and the severity of 
a sanction, depend on all the circumstances, such as the wilfulness and seriousness 
of the violation, extenuating factors and whether there have been previous 
violations. 
As also indicated earlier in this comment, a violation of a rule does not give rise to a 
cause of action, nor does it create any presumption that a legal duty has been 
breached. The rules are designed to provide guidance to lawyers and to provide a 
structure for regulating conduct through disciplinary agencies. They are not 
designed to be a basis for civil liability. Furthermore, the purposes of the rules can 
be subverted when they are invoked by opposing parties as procedural weapons. 
The fact that a rule is a just basis for a lawyer's self-assessment, or for sanctioning 
a lawyer under the administration of a disciplinary authority, does not imply that an 
antagonist in a collateral proceeding or transaction has standing to seek 
enforcement of the rule. Accordingly, nothing in the rules should be deemed to 
augment any substantive legal duty of lawyers or the extradisciplinary 
consequences of violating such a duty. 
Moreover, these rules are not intended to govern or affect judicial application of 
either the client-lawyer or work-product privilege. Those privileges were developed 
to promote compliance with law and fairness in litigation. In reliance on the clientlawyer privilege, clients are entitled to expect that communications within the scope 
of the privilege will be protected against compelled disclosure. The client-lawyer 
privilege is that of the client and not of the lawyer. The fact that in exceptional 
that of confidentiality under Rule 1.6, that may attach when the lawyer agrees to 
consider whether a client-lawyer relationship shall be established. Whether a clientlawyer relationship exists for any specific purpose can depend on the circumstances 
and may be a question of fact. 
Under various legal provisions, including constitutional, statutory and common-law, 
the responsibilities of government lawyers may include authority concerning legal 
matters that ordinarily reposes in the client in private client-lawyer relationships. 
For example, a lawyer for a government agency may have authority on behalf of 
the government to decide upon settlement or whether to appeal from an adverse 
judgment. Such authority in various respects is generally vested in the attorney 
general and the prosecuting attorney in state government, and their federal 
counterparts, and the same may be true of other government law officers. Also, 
lawyers under the supervision of these officers may be authorized to represent 
several government agencies in intragovernmental legal controversies in 
circumstances where a private lawyer could not represent multiple private clients. 
They also may have authority to represent the "public interest" in circumstances 
where a private lawyer would not be authorized to do so. These rules do not 
abrogate any such authority. 
As indicated earlier in this comment, a failure to comply with an obligation or 
prohibition imposed by a rule is a basis for invoking the disciplinary process. The 
rules presuppose that disciplinary assessment of a lawyer's conduct will be made on 
the basis of the facts and circumstances as they existed at the time of the conduct 
in question and in recognition of the fact that a lawyer often has to act upon 
uncertain or incomplete evidence of the situation. Moreover, the rules presuppose 
that whether or not discipline should be imposed for a violation, and the severity of 
a sanction, depend on all the circumstances, such as the wilfulness and seriousness 
of the violation, extenuating factors and whether there have been previous 
violations. 
As also indicated earlier in this comment, a violation of a rule does not give rise to a 
cause of action, nor does it create any presumption that a legal duty has been 
breached. The rules are designed to provide guidance to lawyers and to provide a 
structure for regulating conduct through disciplinary agencies. They are not 
designed to be a basis for civil liability. Furthermore, the purposes of the rules can 
be subverted when they are invoked by opposing parties as procedural weapons. 
The fact that a rule is a just basis for a lawyer's self-assessment, or for sanctioning 
a lawyer under the administration of a disciplinary authority, does not imply that an 
antagonist in a collateral proceeding or transaction has standing to seek 
enforcement of the rule. Accordingly, nothing in the rules should be deemed to 
augment any substantive legal duty of lawyers or the extradisciplinary 
consequences of violating such a duty. 
Moreover, these rules are not intended to govern or affect judicial application of 
either the client-lawyer or work-product privilege. Those privileges were developed 
to promote compliance with law and fairness in litigation. In reliance on the clientlawyer privilege, clients are entitled to expect that communications within the scope 
of the privilege will be protected against compelled disclosure. The client-lawyer 
privilege is that of the client and not of the lawyer. The fact that in exceptional 
situations the lawyer under the rules has a limited discretion to disclose a client 
confidence does not vitiate the proposition that, as a general matter, the client has 
a reasonable expectation that information relating to the client will not be 
voluntarily disclosed and that disclosure of such information may be judicially 
compelled only in accordance with recognized exceptions to the client-lawyer and 
work-product privileges. 
The lawyer's exercise of discretion not to disclose information under Rule 1.6 should 
not be subject to reexamination. Permitting such reexamination would be 
incompatible with the general policy of promoting compliance with law through 
assurances that communications will be protected against disclosure. 
The comment accompanying each rule explains and illustrates the meaning and 
purpose of the rule. The Preamble and this note on scope provide general 
orientation. The comments are intended as guides to interpretation, but the text of 
each rule is authoritative. 
TERMINOLOGY
"Belief" or "believes" denotes that the person involved actually supposed the fact in 
question to be true. A person's belief may be inferred from circumstances. 
"Consult" or "consultation" denotes communication of information reasonably 
sufficient to permit the client to appreciate the significance of the matter in 
question. 
"Firm" or "law firm" denotes a lawyer or lawyers in a private firm, lawyers 
employed in the legal department of a corporation or other organization, and 
lawyers employed in a legal services organization. See comment, Rule 1.10. 
"Fraud" or "fraudulent" denotes conduct having a purpose to deceive and not 
merely negligent misrepresentation or failure to apprise another of relevant 
information. 
"Knowingly," "known," or "knows" denotes actual knowledge of the fact in question. 
A person's knowledge may be inferred from circumstances. 
"Partner" denotes a member of a partnership and a shareholder in a law firm 
organized as a professional corporation.
"Reasonable" or "reasonably," when used in relation to conduct by a lawyer, 
denotes the conduct of a reasonably prudent and competent lawyer. 
"Reasonable belief" or "reasonably believes," when used in reference to a lawyer, 
denotes that the lawyer believes the matter in question and that the circumstances 
are such that the belief is reasonable. 
"Reasonably should know," when used in reference to a lawyer, denotes that a 
lawyer of reasonable prudence and competence would ascertain the matter in 
question. 
"Substantial," when used in reference to degree or extent, denotes a material 
matter of clear and weighty importance. 
situations the lawyer under the rules has a limited discretion to disclose a client 
confidence does not vitiate the proposition that, as a general matter, the client has 
a reasonable expectation that information relating to the client will not be 
voluntarily disclosed and that disclosure of such information may be judicially 
compelled only in accordance with recognized exceptions to the client-lawyer and 
work-product privileges. 
The lawyer's exercise of discretion not to disclose information under Rule 1.6 should 
not be subject to reexamination. Permitting such reexamination would be 
incompatible with the general policy of promoting compliance with law through 
assurances that communications will be protected against disclosure. 
The comment accompanying each rule explains and illustrates the meaning and 
purpose of the rule. The Preamble and this note on scope provide general 
orientation. The comments are intended as guides to interpretation, but the text of 
each rule is authoritative. 
TERMINOLOGY
"Belief" or "believes" denotes that the person involved actually supposed the fact in 
question to be true. A person's belief may be inferred from circumstances. 
"Consult" or "consultation" denotes communication of information reasonably 
sufficient to permit the client to appreciate the significance of the matter in 
question. 
"Firm" or "law firm" denotes a lawyer or lawyers in a private firm, lawyers 
employed in the legal department of a corporation or other organization, and 
lawyers employed in a legal services organization. See comment, Rule 1.10. 
"Fraud" or "fraudulent" denotes conduct having a purpose to deceive and not 
merely negligent misrepresentation or failure to apprise another of relevant 
information. 
"Knowingly," "known," or "knows" denotes actual knowledge of the fact in question. 
A person's knowledge may be inferred from circumstances. 
"Partner" denotes a member of a partnership and a shareholder in a law firm 
organized as a professional corporation.
"Reasonable" or "reasonably," when used in relation to conduct by a lawyer, 
denotes the conduct of a reasonably prudent and competent lawyer. 
"Reasonable belief" or "reasonably believes," when used in reference to a lawyer, 
denotes that the lawyer believes the matter in question and that the circumstances 
are such that the belief is reasonable. 
"Reasonably should know," when used in reference to a lawyer, denotes that a 
lawyer of reasonable prudence and competence would ascertain the matter in 
question. 
"Substantial," when used in reference to degree or extent, denotes a material 
matter of clear and weighty importance. 
Rules 1.1 - 1.17 Client-Lawyer Relationship
Rule: 1.1  Competence
A lawyer shall provide competent representation to a client. A lawyer shall not:
(a) handle a legal matter which the lawyer knows or should know that the 
lawyer is not competent to handle, without associating with a lawyer who is 
competent to handle it;
(b) handle a legal matter without preparation adequate in the circumstances; or
(c) neglect a legal matter entrusted to the lawyer.
Comment:
LEGAL KNOWLEDGE AND SKILL
In determining whether a lawyer is able to provide competent representation in a 
particular matter, relevant factors include the relative complexity and specialized 
nature of the matter, the lawyer's general experience, the lawyer's training and 
experience in the field in question, the preparation and study the lawyer is able to 
give the matter, and whether it is feasible to refer the matter to, or associate or 
consult with, a lawyer of established competence in the field in question. In many 
instances, the required proficiency is that of a general practitioner. Expertise in a 
particular field of law may be required in some circumstances. 
A lawyer need not necessarily have special training or prior experience to handle 
legal problems of a type with which the lawyer is unfamiliar. A newly admitted 
lawyer can be as competent as a practitioner with long experience. Some important 
legal skills, such as the analysis of precedent, the evaluation of evidence and legal 
drafting, are required in all legal problems. Perhaps the most fundamental legal skill 
consists of determining what kind of legal problems a situation may involve, a skill 
that necessarily transcends any particular specialized knowledge. A lawyer can 
provide adequate representation in a wholly novel field through necessary study. 
Competent representation can also be provided through the association of a lawyer 
of established competence in the field in question. 
In an emergency, a lawyer may give advice or assistance in a matter in which the 
lawyer does not have the skill ordinarily required where referral to or consultation 
or association with another lawyer would be impractical. Even in an emergency, 
however, assistance should be limited to that reasonably necessary in the 
circumstances, for ill-considered action under emergency conditions can jeopardize 
the client's interest. 
A lawyer may offer representation where the requisite level of competence can be 
achieved by reasonable preparation. This applies as well to a lawyer who is 
appointed as counsel for an unrepresented person. See also Rule 6.2. 
THOROUGHNESS AND PREPARATION
Competent handling of a particular matter includes inquiry into and analysis of the 
factual and legal elements of the problem, and use of methods and procedures 
meeting the standards of competent practitioners. It also includes adequate 
preparation. The required attention and preparation are determined in part by what 
is at stake; major litigation and complex transactions ordinarily require more 
elaborate treatment than matters of lesser consequence. 
MAINTAINING COMPETENCE
To maintain the requisite knowledge and skill, a lawyer should engage in continuing 
study and education. If a system of peer review has been established, the lawyer 
should consider making use of it in appropriate circumstances. 
Rule: 1.2  Scope of Representation
(a) A lawyer shall seek the lawful objectives of a client through reasonably available 
means permitted by law and these rules. A lawyer does not violate this rule by 
acceding to reasonable requests of opposing counsel that do not prejudice the 
rights of the client, by being punctual in fulfilling all professional commitments, or 
by avoiding offensive tactics. A lawyer shall abide by a client's decision whether to 
accept an offer of settlement or mediation evaluation of a matter. In a criminal 
case, the lawyer shall abide by the client's decision, after consultation with the 
lawyer, with respect to a plea to be entered, whether to waive jury trial, and 
whether the client will testify. In representing a client, a lawyer may, where 
permissible, exercise professional judgment to waive or fail to assert a right or 
position of the client. 
(b) A lawyer may limit the objectives of the representation if the client consents 
after consultation. 
(c) A lawyer shall not counsel a client to engage, or assist a client, in conduct that 
the lawyer knows is illegal or fraudulent, but a lawyer may discuss the legal 
consequences of any proposed course of conduct with a client and may counsel or 
assist a client to make a good-faith effort to determine the validity, scope, 
meaning, or application of the law. 
(d) When a lawyer knows that a client expects assistance not permitted by the 
Rules of Professional Conduct or other law, the lawyer shall consult with the client 
regarding the relevant limitations on the lawyer's conduct. 
Comment:
SCOPE OF REPRESENTATION
Both the lawyer and the client have authority and responsibility in the objectives 
and means of representation. The client has ultimate authority to determine the 
purposes to be served by legal representation, within the limits imposed by law and 
the lawyer's professional obligations. Within those limits, a client also has a right to 
consult with the lawyer about the means to be used in pursuing those objectives. At 
the same time, a lawyer is not required to pursue objectives or employ means 
simply because a client may wish that the lawyer do so. A clear distinction between 
objectives and means sometimes cannot be drawn, and in many cases the clientlawyer relationship partakes of a joint undertaking. In questions of means, the 
lawyer should assume responsibility for technical and legal tactical issues, but 
should defer to the client regarding such questions as the expense to be incurred 
and concern for third persons who might be adversely affected.
In a case in which the client appears to be suffering mental disability, the lawyer's 
duty to abide by the client's decisions is to be guided by reference to Rule 1.14. 
INDEPENDENCE FROM CLIENT'S VIEWS OR ACTIVITIES
Legal representation should not be denied to people who are unable to afford legal 
services or whose cause is controversial or the subject of popular disapproval. By 
the same token, representation of a client, including representation by 
appointment, does not constitute an endorsement of the client's political, economic, 
social, or moral views or activities. 
SERVICES LIMITED IN OBJECTIVES OR MEANS
The objectives or scope of services provided by a lawyer may be limited by 
agreement with the client or by the terms under which the lawyer's services are 
made available to the client. For example, a retainer may be for a specifically 
defined purpose. Representation provided through a legal-aid agency may be 
subject to limitations on the types of cases the agency handles. When a lawyer has 
been retained by an insurer to represent an insured, the representation may be 
limited to matters related to the insurance coverage. The terms upon which 
representation is undertaken may exclude specific objectives or means. Such 
limitations may exclude objectives or means that the lawyer regards as repugnant 
or imprudent. 
An agreement concerning the scope of representation must accord with the Rules of 
Professional Conduct and other law. Thus, the client may not be asked to agree to 
representation so limited in scope as to violate Rule 1.1, or to surrender the right to 
terminate the lawyer's services or the right to settle litigation that the lawyer might 
wish to continue. 
ILLEGAL, FRAUDULENT AND PROHIBITED TRANSACTIONS
A lawyer is required to give an honest opinion about the actual consequences that 
appear likely to result from a client's conduct. The fact that a client uses advice in a 
course of action that is illegal or fraudulent does not, of itself, make a lawyer a 
party to the course of action. However, a lawyer may not knowingly assist a client 
in illegal or fraudulent conduct. There is a critical distinction between presenting an 
analysis of legal aspects of questionable conduct and recommending the means by 
which an illegal act or fraud might be committed with impunity. 
When the client's course of action has already begun and is continuing, the lawyer's 
responsibility is especially delicate. The lawyer is not permitted to reveal the client's 
wrongdoing, except where permitted by Rule 1.6. However, the lawyer is required 
to avoid furthering the purpose, for example, by suggesting how it might be 
concealed. A lawyer may not continue assisting a client in conduct that the lawyer 
originally supposes is legally proper but then discovers is illegal or fraudulent. 
Withdrawal from the representation, therefore, may be required. 
Where the client is a fiduciary, the lawyer may be charged with special obligations 
in dealings with a beneficiary. 
Paragraph (c) applies whether or not the defrauded party is a party to the 
transaction. Hence, a lawyer should not participate in a sham transaction; for

example, a transaction to effectuate criminal or fraudulent escape of tax liability. 
Paragraph (c) does not preclude undertaking a criminal defense incident to a 
general retainer for legal services to a lawful enterprise. The last clause of 
paragraph (c) recognizes that determining the validity or interpretation of a statute 
or regulation may require a course of action involving disobedience of the statute or 
regulation or of the interpretation placed upon it by governmental authorities. 
Rule: 1.3  Diligence
A lawyer shall act with reasonable diligence and promptness in representing a 
client. 
Comment: A lawyer should pursue a matter on behalf of a client despite opposition, 
obstruction or personal inconvenience to the lawyer, and may take whatever lawful 
and ethical measures are required to vindicate a client's cause or endeavor. A 
lawyer should act with commitment and dedication to the interests of the client and 
with zeal in advocacy upon the client's behalf. However, a lawyer is not bound to 
press for every advantage that might be realized for a client. A lawyer has 
professional discretion in determining the means by which a matter should be 
pursued. See Rule 1.2. A lawyer's workload should be controlled so that each 
matter can be handled adequately.
Perhaps no professional shortcoming is more widely resented than procrastination. 
A client's interests often can be adversely affected by the passage of time or the 
change of conditions; in extreme instances, as when a lawyer overlooks a statute of 
limitations, the client's legal position may be destroyed. Even when the client's 
interests are not affected in substance, however, unreasonable delay can cause a 
client needless anxiety and undermine confidence in the lawyer's trustworthiness. 
Unless the relationship is terminated as provided in Rule 1.16, a lawyer should 
carry through to conclusion all matters undertaken for a client. If a lawyer's 
employment is limited to a specific matter, the relationship terminates when the 
matter has been resolved. If a lawyer has served a client over a substantial period 
in a variety of matters, the client sometimes may assume that the lawyer will 
continue to serve on a continuing basis unless the lawyer gives notice of 
withdrawal. Doubt about whether a client-lawyer relationship still exists should be 
clarified by the lawyer, preferably in writing, so that the client will not mistakenly 
suppose the lawyer is looking after the client's affairs when the lawyer has ceased 
to do so. For example, if a lawyer has handled a judicial or administrative 
proceeding that produced a result adverse to the client but has not been specifically 
instructed concerning pursuit of an appeal, the lawyer should advise the client of 
the possibility of appeal before relinquishing responsibility for the matter. 
Rule: 1.4  Communication
(a) A lawyer shall keep a client reasonably informed about the status of a matter 
and comply promptly with reasonable requests for information. A lawyer shall notify 
the client promptly of all settlement offers, mediation evaluations, and proposed 
plea bargains.
(b) A lawyer shall explain a matter to the extent reasonably necessary to permit the 
client to make informed decisions regarding the representation. 
Comment: The client should have sufficient information to participate intelligently in 
decisions concerning the objectives of the representation and the means by which 
they are to be pursued to the extent the client is willing and able to do so. For 
example, a lawyer negotiating on behalf of a client should provide the client with 
facts relevant to the matter, inform the client of communications from another 
party, and take other reasonable steps that permit the client to make a decision 
regarding an offer from another party. A lawyer who receives an offer of settlement 
or a mediation evaluation in a civil controversy, or a proffered plea bargain in a 
criminal case, must promptly inform the client of its substance. See Rule 1.2(a). 
Even when a client delegates authority to the lawyer, the client should be kept 
advised of the status of the matter. 
Adequacy of communication depends in part on the kind of advice or assistance 
involved. For example, in negotiations where there is time to explain a proposal, 
the lawyer should review all important provisions with the client before proceeding 
to an agreement. In litigation, a lawyer should explain the general strategy and 
prospects of success and ordinarily should consult the client on tactics that might 
injure or coerce others. On the other hand, a lawyer ordinarily cannot be expected 
to describe trial or negotiation strategy in detail. The guiding principle is that the 
lawyer should fulfill reasonable client expectations for information consistent with 
the duty to act in the client's best interests and consistent with the client's overall 
requirements as to the character of representation. 
Ordinarily, the information to be provided is that appropriate for a client who is a 
comprehending and responsible adult. However, fully informing the client according 
to this standard may be impracticable, for example, where the client is a child or 
suffers from mental disability. See Rule 1.14. When the client is an organization or 
group, it is often impossible or inappropriate to inform every one of its members 
about its legal affairs; ordinarily, the lawyer should address communications to the 
appropriate officials of the organization. See Rule 1.13. Where many routine 
matters are involved, a system of limited or occasional reporting may be arranged 
with the client. Practical exigency may also require a lawyer to act for a client 
without prior consultation. 
WITHHOLDING INFORMATION
In some circumstances, a lawyer may be justified in delaying transmission of 
information when the client would be likely to react imprudently to an immediate 
communication. Thus, a lawyer might withhold a psychiatric diagnosis of a client 
when the examining psychiatrist indicates that disclosure would harm the client. A 
lawyer may not withhold information to serve the lawyer's own interest or 
convenience. Rules or court orders governing litigation may provide that 
information supplied to a lawyer may not be disclosed to the client. Rule 3.4(c) 
directs compliance with such rules or orders.
Rule: 1.5  Fees
(a) A lawyer shall not enter into an agreement for, charge, or collect an illegal or 
clearly excessive fee. A fee is clearly excessive when, after a review of the facts, a 
lawyer of ordinary prudence would be left with a definite and firm conviction that 
the fee is in excess of a reasonable fee. The factors to be considered in determining 
the reasonableness of a fee include the following:
(1) the time and labor required, the novelty and difficulty of the questions 
involved, and the skill requisite to perform the legal service properly;
(2) the likelihood, if apparent to the client, that the acceptance of the particular 
employment will preclude other employment by the lawyer;
(3) the fee customarily charged in the locality for similar legal services;
(4) the amount involved and the results obtained;
(5) the time limitations imposed by the client or by the circumstances;
(6) the nature and length of the professional relationship with the client;
(7) the experience, reputation, and ability of the lawyer or lawyers performing 
the services; and
(8) whether the fee is fixed or contingent.
(b) When the lawyer has not regularly represented the client, the basis or rate of 
the fee shall be communicated to the client, preferably in writing, before or within a 
reasonable time after commencing the representation. 
(c) A fee may be contingent on the outcome of the matter for which the service is 
rendered, except in a matter in which a contingent fee is prohibited by paragraph 
(d) or by other law. A contingent-fee agreement shall be in writing and shall state 
the method by which the fee is to be determined. Upon conclusion of a contingentfee matter, the lawyer shall provide the client with a written statement of the 
outcome of the matter and, if there is a recovery, show the remittance to the client 
and the method of its determination. See also MCR 8.121 for additional 
requirements applicable to some contingent-fee agreements. 
(d) A lawyer shall not enter into an arrangement for, charge, or collect a contingent 
fee in a domestic relations matter or in a criminal matter. 
(e) A division of a fee between lawyers who are not in the same firm may be made 
only if:
(1) the client is advised of and does not object to the participation of all the 
lawyers involved; and
(2) the total fee is reasonable.
Comment:
BASIS OR RATE OF FEE
When the lawyer has regularly represented a client, they ordinarily will have 
evolved an understanding concerning the basis or rate of the fee. In a new clientlawyer relationship, however, an understanding as to the fee should be promptly
established. It is not necessary to recite all the factors that underlie the basis of the 
fee, but only those that are directly involved in its computation. It is sufficient, for 
example, to state that the basic rate is an hourly charge or a fixed amount or an 
estimated amount, or to identify the factors that may be taken into account in 
finally fixing the fee. When developments occur during the representation that 
render an earlier estimate substantially inaccurate, a revised estimate should be 
provided to the client. A written statement concerning the fee reduces the 
possibility of misunderstanding. Furnishing the client with a simple memorandum or 
a copy of the lawyer's customary fee schedule is sufficient if the basis or rate of the 
fee is set forth. 
TERMS OF PAYMENT
A lawyer may require advance payment of a fee, but is obliged to return any 
unearned portion. See Rule 1.16(d). A lawyer may accept property in payment for 
services, such as an ownership interest in an enterprise, providing this does not 
involve acquisition of a proprietary interest in the cause of action or subject matter 
of the litigation contrary to Rule 1.8(j). However, a fee paid in property instead of 
money may be subject to special scrutiny because it involves questions concerning 
both the value of the services and the lawyer's special knowledge of the value of 
the property. 
An agreement may not be made whose terms might induce the lawyer improperly 
to curtail services for the client or perform them in a way contrary to the client's 
interest. For example, a lawyer should not enter into an agreement whereby 
services are to be provided only up to a stated amount when it is foreseeable that 
more extensive services probably will be required, unless the situation is 
adequately explained to the client. Otherwise, the client might have to bargain for 
further assistance in the midst of a proceeding or transaction. However, it is proper 
to define the extent of services in light of the client's ability to pay. A lawyer should 
not exploit a fee arrangement based primarily on hourly charges by using wasteful 
procedures. When there is doubt whether a contingent fee is consistent with the 
client's best interest, the lawyer should offer the client alternative bases for the fee 
and explain their implications. Applicable law may impose limitations on contingent 
fees, such as a ceiling on the percentage. See MCR 8.121. 
DIVISION OF FEE
A division of fee is a single billing to a client covering the fee of two or more 
lawyers who are not in the same firm. A division of fee facilitates association of 
more than one lawyer in a matter in which neither alone could serve the client as 
well, and most often is used when the fee is contingent and the division is between 
a referring lawyer and a trial specialist. Paragraph (e) permits the lawyers to divide 
a fee on agreement between the participating lawyers if the client is advised and 
does not object. It does not require disclosure to the client of the share that each 
lawyer is to receive. 
DISPUTES OVER FEES
If a procedure has been established for resolution of fee disputes, such as an 
arbitration or mediation procedure established by the bar, the lawyer should 
conscientiously consider submitting to it. Law may prescribe a procedure for
determining a lawyer's fee, for example, in representation of an executor or 
administrator, of a class, or of a person entitled to a reasonable fee as part of the 
measure of damages. The lawyer entitled to such a fee and a lawyer representing 
another party concerned with the fee should comply with the prescribed procedure. 
Rule: 1.6  Confidentiality of Information
(a) "Confidence" refers to information protected by the client-lawyer privilege under 
applicable law, and "secret" refers to other information gained in the professional 
relationship that the client has requested be held inviolate or the disclosure of 
which would be embarrassing or would be likely to be detrimental to the client. 
(b) Except when permitted under paragraph (c), a lawyer shall not knowingly:
(1) reveal a confidence or secret of a client;
(2) use a confidence or secret of a client to the disadvantage of the client; or
(3) use a confidence or secret of a client for the advantage of the lawyer or of a 
third person, unless the client consents after full disclosure.
(c) A lawyer may reveal:
(1) confidences or secrets with the consent of the client or clients affected, but 
only after full disclosure to them;
(2) confidences or secrets when permitted or required by these rules, or when 
required by law or by court order;
(3) confidences and secrets to the extent reasonably necessary to rectify the 
consequences of a client's illegal or fraudulent act in the furtherance of which 
the lawyer's services have been used;
(4) the intention of a client to commit a crime and the information necessary to 
prevent the crime; and
(5) confidences or secrets necessary to establish or collect a fee, or to defend
the lawyer or the lawyer's employees or associates against an accusation of 
wrongful conduct.
(d) A lawyer shall exercise reasonable care to prevent employees, associates, and 
others whose services are utilized by the lawyer from disclosing or using 
confidences or secrets of a client, except that a lawyer may reveal the information 
allowed by paragraph (c) through an employee. 
Comment: The lawyer is part of a judicial system charged with upholding the law. 
One of the lawyer's functions is to advise clients so that they avoid any violation of 
the law in the proper exercise of their rights. 
The observance of the ethical obligation of a lawyer to hold inviolate confidential 
information of the client not only facilitates the full development of facts essential 
to proper representation of the client, but also encourages people to seek early 
legal assistance. 
Almost without exception, clients come to lawyers in order to determine what their 
rights are and what is, in the maze of laws and regulations, deemed to be legal and 
correct. The common law recognizes that the client's confidences must be protected 
from disclosure. Upon the basis of experience, lawyers know that almost all clients 
follow the advice given and that the law is upheld. 
A fundamental principle in the client-lawyer relationship is that the lawyer maintain 
confidentiality of information relating to the representation. The client is thereby 
encouraged to communicate fully and frankly with the lawyer even as to 
embarrassing or legally damaging subject matter. 
The principle of confidentiality is given effect in two related bodies of law, the 
client-lawyer privilege (which includes the work-product doctrine) in the law of 
evidence and the rule of confidentiality established in professional ethics. The 
client-lawyer privilege applies in judicial and other proceedings in which a lawyer 
may be called as a witness or otherwise required to produce evidence concerning a 
client. The rule of client-lawyer confidentiality applies in situations other than those
where evidence is sought from the lawyer through compulsion of law. The 
confidentiality rule applies to confidences and secrets as defined in the rule. A 
lawyer may not disclose such information except as authorized or required by the 
Rules of Professional Conduct or other law. See also Scope, ante, p M 1-18.
The requirement of maintaining confidentiality of information relating to 
representation applies to government lawyers who may disagree with the policy 
goals that their representation is designed to advance. 
AUTHORIZED DISCLOSURE
A lawyer is impliedly authorized to make disclosures about a client when 
appropriate in carrying out the representation, except to the extent that the client's 
instructions or special circumstances limit that authority. In litigation, for example, 
a lawyer may disclose information by admitting a fact that cannot properly be 
disputed, or, in negotiation, by making a disclosure that facilitates a satisfactory 
conclusion. 
Lawyers in a firm may, in the course of the firm's practice, disclose to each other 
information relating to a client of the firm, unless the client has instructed that 
particular information be confined to specified lawyers, or unless the disclosure 
would breach a screen erected within the firm in accordance with Rules 1.10(b), 
1.11(a), or 1.12(c). 
DISCLOSURE ADVERSE TO CLIENT
The confidentiality rule is subject to limited exceptions. In becoming privy to 
information about a client, a lawyer may foresee that the client intends to commit a 
crime. To the extent a lawyer is prohibited from making disclosure, the interests of 
the potential victim are sacrificed in favor of preserving the client's confidences 
even though the client's purpose is wrongful. To the extent a lawyer is required or 
permitted to disclose a client's purposes, the client may be inhibited from revealing 
facts which would enable the lawyer to counsel against a wrongful course of action. 
A rule governing disclosure of threatened harm thus involves balancing the 
interests of one group of potential victims against those of another. On the 
assumption that lawyers generally fulfill their duty to advise against the commission
f deliberately wrongful acts, the public is better protected if full and open 
communication by the client is encouraged than if it is inhibited. 
Generally speaking, information relating to the representation must be kept 
confidential as stated in paragraph (b). However, when the client is or will be 
engaged in criminal conduct or the integrity of the lawyer's own conduct is 
involved, the principle of confidentiality may appropriately yield, depending on the 
lawyer's knowledge about and relationship to the conduct in question, and the 
seriousness of that conduct. Several situations must be distinguished. 
First, the lawyer may not counsel or assist a client in conduct that is illegal or 
fraudulent. See Rule 1.2(c). Similarly, a lawyer has a duty under Rule 3.3(a)(4) not 
to use false evidence. This duty is essentially a special instance of the duty 
prescribed in Rule 1.2(c) to avoid assisting a client in illegal or fraudulent conduct. 
The same is true of compliance with Rule 4.1 concerning truthfulness of a lawyer's 
own representations. 
Second, the lawyer may have been innocently involved in past conduct by the client 
that was criminal or fraudulent. In such a situation the lawyer has not violated Rule 
1.2(c), because to "counsel or assist" criminal or fraudulent conduct requires 
knowing that the conduct is of that character. Even if the involvement was 
innocent, however, the fact remains that the lawyer's professional services were 
made the instrument of the client's crime or fraud. The lawyer, therefore, has a 
legitimate interest in being able to rectify the consequences of such conduct, and 
has the professional right, although not a professional duty, to rectify the situation. 
Exercising that right may require revealing information relating to the 
representation. Paragraph (c)(3) gives the lawyer professional discretion to reveal 
such information to the extent necessary to accomplish rectification. However, the 
constitutional rights of defendants in criminal cases may limit the extent to which 
counsel for a defendant may correct a misrepresentation that is based on 
information provided by the client. See comment to Rule 3.3. 
Third, the lawyer may learn that a client intends prospective conduct that is 
criminal. Inaction by the lawyer is not a violation of Rule 1.2(c), except in the 
limited circumstances where failure to act constitutes assisting the client. See 
comment to Rule 1.2(c). However, the lawyer's knowledge of the client's purpose 
may enable the lawyer to prevent commission of the prospective crime. If the 
prospective crime is likely to result in substantial injury, the lawyer may feel a 
moral obligation to take preventive action. When the threatened injury is grave, 
such as homicide or serious bodily injury, a lawyer may have an obligation under 
tort or criminal law to take reasonable preventive measures. Whether the lawyer's 
concern is based on moral or legal considerations, the interest in preventing the 
harm may be more compelling than the interest in preserving confidentiality of 
information relating to the client. As stated in paragraph (c)(4), the lawyer has 
professional discretion to reveal information in order to prevent a client's criminal 
act. 
It is arguable that the lawyer should have a professional obligation to make a 
disclosure in order to prevent homicide or serious bodily injury which the lawyer 
knows is intended by the client. However, it is very difficult for a lawyer to "know" 
when such a heinous purpose will actually be carried out, for the client may have a 
change of mind. To require disclosure when the client intends such an act, at the 
risk of professional discipline if the assessment of the client's purpose turns out to 
be wrong, would be to impose a penal risk that might interfere with the lawyer's 
resolution of an inherently difficult moral dilemma. 
The lawyer's exercise of discretion requires consideration of such factors as 
magnitude, proximity, and likelihood of the contemplated wrong; the nature of the 
lawyer's relationship with the client and with those who might be injured by the 
client; the lawyer's own involvement in the transaction; and factors that may 
extenuate the conduct in question. Where practical, the lawyer should seek to 
persuade the client to take suitable action. In any case, a disclosure adverse to the 
client's interest should be no greater than the lawyer reasonably believes necessary 
to the purpose. A lawyer's decision not to make a disclosure permitted by 
paragraph (c) does not violate this rule. 
Where the client is an organization, the lawyer may be in doubt whether 
contemplated conduct will actually be carried out by the organization. Where 
necessary to guide conduct in connection with this rule, the lawyer should make an 
inquiry within the organization as indicated in Rule 1.13(b). 
Paragraph (c)(3) does not apply where a lawyer is employed after a crime or fraud 
has been committed to represent the client in matters ensuing therefrom. 
WITHDRAWAL
If the lawyer's services will be used by the client in materially furthering a course of 
criminal or fraudulent conduct, the lawyer must withdraw, as stated in Rule 
1.16(a)(1). 
After withdrawal the lawyer is required to refrain from making disclosure of the 
client's confidences, except as otherwise provided in Rule 1.6. Neither this rule nor 
Rule 1.8(b) nor Rule 1.16(d) prevents the lawyer from giving notice of the fact of 
withdrawal, and the lawyer may also withdraw or disaffirm any opinion, document, 
affirmation, or the like. 
DISPUTE CONCERNING LAWYER'S CONDUCT
Where a legal claim or disciplinary charge alleges complicity of the lawyer in a 
client's conduct or other misconduct of the lawyer involving representation of the 
client, the lawyer may respond to the extent the lawyer reasonably believes 
necessary to establish a defense. The same is true with respect to a claim involving 
the conduct or representation of a former client. The lawyer's right to respond 
arises when an assertion of complicity or other misconduct has been made. 
Paragraph (c)(5) does not require the lawyer to await the commencement of an 
action or proceeding that charges complicity or other misconduct, so that the 
defense may be established by responding directly to a third party who has made 
such an assertion. The right to defend, of course, applies where a proceeding has 
been commenced. Where practicable and not prejudicial to the lawyer's ability to 
establish the defense, the lawyer should advise the client of the third party's 
assertion and request that the client respond appropriately. In any event, disclosure 
should be no greater than the lawyer reasonably believes is necessary to vindicate 
innocence, the disclosure should be made in a manner which limits access to the
information to the tribunal or other persons having a need to know it, and 
appropriate protective orders or other arrangements should be sought by the 
lawyer to the fullest extent practicable.
If the lawyer is charged with wrongdoing in which the client's conduct is implicated, 
the rule of confidentiality should not prevent the lawyer from defending against the 
charge. Such a charge can arise in a civil, criminal, or professional disciplinary 
proceeding, and can be based on a wrong allegedly committed by the lawyer 
against the client, or on a wrong alleged by a third person, for example, a person 
claiming to have been defrauded by the lawyer and client acting together. 
A lawyer entitled to a fee is permitted by paragraph (c)(5) to prove the services 
rendered in an action to collect it. This aspect of the rule expresses the principle 
that the beneficiary of a fiduciary relationship may not exploit it to the detriment of 
the fiduciary. As stated above, the lawyer must make every effort practicable to 
avoid unnecessary disclosure of information relating to a representation, to limit 
disclosure to those having the need to know it, and to obtain protective orders or 
make other arrangements minimizing the risk of disclosure. 
DISCLOSURES OTHERWISE REQUIRED OR AUTHORIZED
The scope of the client-lawyer privilege is a question of law. If a lawyer is called as 
a witness to give testimony concerning a client, absent waiver by the client, 
paragraph (b)(1) requires the lawyer to invoke the privilege when it is applicable. 
The lawyer must comply with the final orders of a court or other tribunal of 
competent jurisdiction requiring the lawyer to give information about the client. 
The Rules of Professional Conduct in various circumstances permit or require a 
lawyer to disclose information relating to the representation. See Rules 2.2, 2.3, 
3.3 and 4.1. In addition to these provisions, a lawyer may be obligated or permitted 
by other provisions of law to give information about a client. Whether another 
provision of law supersedes Rule 1.6 is a matter of interpretation beyond the scope 
of these rules, but a presumption should exist against such a supersession. 
FORMER CLIENT
The duty of confidentiality continues after the client-lawyer relationship has 
terminated. See Rule 1.9. 
Rule: 1.7  Conflict of Interest: General Rule
(a) A lawyer shall not represent a client if the representation of that client will be 
directly adverse to another client, unless:
(1) the lawyer reasonably believes the representation will not adversely affect 
the relationship with the other client; and
(2) each client consents after consultation.
(b) A lawyer shall not represent a client if the representation of that client may be 
materially limited by the lawyer's responsibilities to another client or to a third 
person, or by the lawyer's own interests, unless: 
(1) the lawyer reasonably believes the representation will not be adversely 
affected; and
(2) the client consents after consultation. When representation of multiple 
clients in a single matter is undertaken, the consultation shall include 
explanation of the implications of the common representation and the 
advantages and risks involved.
Comment:
LOYALTY TO A CLIENT
Loyalty is an essential element in the lawyer's relationship to a client. An 
impermissible conflict of interest may exist before representation is undertaken, in 
which event the representation should be declined. The lawyer should adopt 
reasonable procedures, appropriate for the size and type of firm and practice, to 
determine in both litigation and nonlitigation matters the parties and issues 
involved and to determine whether there are actual or potential conflicts of interest. 
If such a conflict arises after representation has been undertaken, the lawyer 
should withdraw from the representation. See Rule 1.16. Where more than one 
client is involved and the lawyer withdraws because a conflict arises after 
representation, whether the lawyer may continue to represent any of the clients is 
determined by Rule 1.9. See also Rule 2.2(c). As to whether a client-lawyer 
relationship exists or, having once been established, is continuing, see comment to 
Rule 1.3 and Scope, ante, p M 1-18.
As a general proposition, loyalty to a client prohibits undertaking representation 
directly adverse to that client without that client's consent. Paragraph (a) expresses 
that general rule. Thus, a lawyer ordinarily may not act as advocate against a 
person the lawyer represents in some other matter, even if it is wholly unrelated. 
On the other hand, simultaneous representation in unrelated matters of clients 
whose interests are only generally adverse, such as competing economic 
enterprises, does not require consent of the respective clients. Paragraph (a) 
applies only when the representation of one client would be directly adverse to the 
other. 
Loyalty to a client is also impaired when a lawyer cannot consider, recommend, or 
carry out an appropriate course of action for the client because of the lawyer's 
other responsibilities or interests. The conflict in effect forecloses alternatives that 
would otherwise be available to the client. Paragraph (b) addresses such situations. 
A possible conflict does not itself preclude the representation. The critical questions 
are the likelihood that a conflict will eventuate and, if it does, whether it will 
materially interfere with the lawyer's independent professional judgment in 
considering alternatives or foreclose courses of action that reasonably should be 
pursued on behalf of the client. Consideration should be given to whether the client 
wishes to accommodate the other interest involved. 
CONSULTATION AND CONSENT
A client may consent to representation notwithstanding a conflict. However, as 
indicated in paragraph (a)(1) with respect to representation directly adverse to a 
client, and paragraph (b)(1) with respect to material limitations on representation 
of a client, when a disinterested lawyer would conclude that the client should not 
agree to the representation under the circumstances, the lawyer involved cannot
properly ask for such agreement or provide representation on the basis of the 
client's consent. When more than one client is involved, the question of conflict 
must be resolved as to each client. Moreover, there may be circumstances where it 
is impossible to make the disclosure necessary to obtain consent. For example, 
when the lawyer represents different clients in related matters and one of the 
clients refuses to consent to the disclosure necessary to permit the other client to 
make an informed decision, the lawyer cannot properly ask the latter to consent. 
LAWYER'S INTERESTS
The lawyer's own interests should not be permitted to have adverse effect on 
representation of a client. For example, a lawyer's need for income should not lead 
the lawyer to undertake matters that cannot be handled competently and at a 
reasonable fee. See Rules 1.1 and 1.5. If the probity of a lawyer's own conduct in a 
transaction is in serious question, it may be difficult or impossible for the lawyer to 
give a client detached advice. A lawyer may not allow related business interests to 
affect representation, for example, by referring clients to an enterprise in which the 
lawyer has an undisclosed interest. 
CONFLICTS IN LITIGATION
Paragraph (a) prohibits representation of opposing parties in litigation. 
Simultaneous representation of parties whose interests in litigation may conflict, 
such as coplaintiffs or codefendants, is governed by paragraph (b). An 
impermissible conflict may exist by reason of substantial discrepancy in the parties' 
testimony, incompatibility in positions in relation to an opposing party, or the fact 
that there are substantially different possibilities of settlement of the claims or 
liabilities in question. Such conflicts can arise in criminal cases as well as civil. The 
potential for conflict of interest in representing multiple defendants in a criminal 
case is so grave that ordinarily a lawyer should decline to represent more than one 
codefendant. On the other hand, common representation of persons having similar 
interests is proper if the risk of adverse effect is minimal and the requirements of 
paragraph (b) are met. Compare Rule 2.2 involving intermediation between clients. 
Ordinarily, a lawyer may not act as advocate against a client the lawyer represents 
in some other matter, even if the other matter is wholly unrelated. However, there 
are circumstances in which a lawyer may act as advocate against a client. For 
example, a lawyer representing an enterprise with diverse operations may accept 
employment as an advocate against the enterprise in an unrelated matter if doing 
so will not adversely affect the lawyer's relationship with the enterprise or conduct 
of the suit and if both clients consent upon consultation. By the same token, 
government lawyers in some circumstances may represent government employees 
in proceedings in which a government agency is the opposing party. The propriety 
of concurrent representation can depend on the nature of the litigation. For 
example, a suit charging fraud entails conflict to a degree not involved in a suit for 
a declaratory judgment concerning statutory interpretation. 
INTEREST OF PERSON PAYING FOR A LAWYER'S SERVICE
A lawyer may be paid from a source other than the client if the client is informed of 
that fact and consents and the arrangement does not compromise the lawyer's duty 
of loyalty to the client. See Rule 1.8(f). For example, when an insurer and its 
insured have conflicting interests in a matter arising from a liability insurance 
agreement, and the insurer is required to provide special counsel for the insured, 
the arrangement should assure the special counsel's professional independence. So 
also, when a corporation and its directors or employees are involved in a 
controversy in which they have conflicting interests, the corporation may provide 
funds for separate legal representation of the directors or employees if the clients 
consent after consultation and the arrangement ensures the lawyer's professional 
independence. 
OTHER CONFLICT SITUATIONS
Conflicts of interest in contexts other than litigation sometimes may be difficult to 
assess. Relevant factors in determining whether there is potential for adverse effect 
include the duration and intimacy of the lawyer's relationship with the client or 
clients involved, the functions being performed by the lawyer, the likelihood that 
actual conflict will arise, and the likely prejudice to the client from the conflict if it 
does arise. The question is often one of proximity and degree. 
For example, a lawyer may not represent multiple parties in a negotiation whose 
interests are fundamentally antagonistic to each other, but common representation 
is permissible where the clients are generally aligned in interest even though there 
is some difference of interest among them. 
Conflict questions may also arise in estate planning and estate administration. A 
lawyer may be called upon to prepare wills for several family members, such as 
husband and wife, and, depending upon the circumstances, a conflict of interest 
may arise. In estate administration the identity of the client may be a question of 
law. The lawyer should make clear the relationship to the parties involved. 
A lawyer for a corporation or other organization who is also a member of its board 
of directors should determine whether the responsibilities of the two roles may 
conflict. The lawyer may be called on to advise the corporation in matters involving 
actions of the directors. Consideration should be given to the frequency with which 
such situations may arise, the potential intensity of the conflict, the effect of the 
lawyer's resignation from the board, and the possibility of the corporation's 
obtaining legal advice from another lawyer in such situations. If there is material 
risk that the dual role will compromise the lawyer's independence of professional 
judgment, the lawyer should not serve as a director. 
CONFLICT CHARGED BY AN OPPOSING PARTY
Resolving questions of conflict of interest is primarily the responsibility of the 
lawyer undertaking the representation. In litigation, a court may raise the question 
when there is reason to infer that the lawyer has neglected the responsibility. In a 
criminal case, inquiry by the court is generally required when a lawyer represents 
multiple defendants. See MCR 6.101(C)(4). Where the conflict is such as clearly to 
call in question the fair or efficient administration of justice, opposing counsel may 
properly raise the question. Such an objection should be viewed with caution, 
however, for it can be misused as a technique of harassment. See Scope, ante, p M 
1-18.