The twice-monthly “Dear Ethics Lawyer” column is part of a training regimen of the Legal Ethics Project, authored by Mark Hinderks, former managing partner and counsel to an AmLaw 200 firm. Read More

Q: Dear Ethics Lawyer, I know that in the past you have answered questions about so-called “positional conflicts,” when a lawyer or the lawyer’s firm argues opposing legal arguments for different current clients at the same time, and the limited circumstances in which those can become Rule 1.7(a)(2) material limitation conflicts requiring withdrawal or clients’ consent. I have a situation that’s a bit different.

Two years ago, for a now-former client, I successfully argued the application of a state statute at the trial court level to limit the client’s liability. The case resulted in a judgment for that client, the matter is now over, and we no longer represent them. No appeal was taken, and no precedential decision resulted. Now, for a different client, I plan to argue the opposite side of that question, i.e., that the statute in question does not limit liability of one in our former client’s position. So this is in essence a question about whether I could have a “positional conflict” arising from an argument made in the past for a former client that would fall within Rule 1.7(a)(2).

Continue Reading September 1, 2026 Issue – Arguing for Current Client Adverse to Position Taken for Former Client

Q: Dear Ethics Lawyer, I am an in-house lawyer for a utility company, part of a six-person law department. For many years, I worked for a smaller utility company in another state before being recruited to my current employer/client. At our morning meeting today, I learned that we are a part of a substantial regulatory case involving a rule-making proceeding and that we are adverse (on the other side of a major issue) to my former employer. Is this a problem? Is there something I should do?

Continue Reading August 17, 2026 Issue – Conflict of In-House Lawyer with Former Employer

Q: Dear Ethics Lawyer, I am a mid-level partner in a law firm. I have struggled to develop business until recently when I received a call from a law school classmate who recently became head of litigation at a major family-owned private company. They have lots of litigation, and even more money to pay for it. In many ways it is a dream come true for my career. But this company stands for some things that I think are simply awful. They are very political in an open way and have views I find distasteful. They use their big war chest of money to influence public policy in a way that I find repugnant. In our meetings they say terrible things about people I respect. I have to hold my tongue not to openly disagree with them. And now, my name will forever be associated with them. I am trying my best to do their legal work well, but I am struggling. Do I have ethical issues arising out of this situation?

Continue Reading July 1, 2026 Issue – Material Limitation Conflict Based on Client Dislike

Q: Dear Ethics Lawyer, I am a banking lawyer who frequently handles acquisitions of banks or branches of banks. Recently, a family-owned bank group in our region has quietly let it be known that it would entertain offers to sell. One of our clients, let’s call them Bank A, contacted me a few days ago to assist them in preparing the legal documents for a bid to purchase it involving a combination of cash and stock. Today another prospective client, Bank B, has contacted one of my partners to assist them in preparing a bid.

I seem to recall from one of your prior columns that this could be a conflict. If so, can’t we just get waivers from both bank groups to allow us to use separate teams of lawyers to assist each bid, each walled off from the other? We won’t be advising on the amount of either bid; our role in each will simply be to prepare a legal offering package, and if successful (in which case, we’d only be representing one of them), the acquisition documents.

Continue Reading April 15, 2026 Issue – Potential Waiver of Multiple Bidder Conflict

Q: Dear Ethics Lawyer, Our firm represented a nearby city in a nuisance claim against the operator of a quarry, arising from its heavy truck traffic. A settlement was reached, by which the quarry operator agreed to allow the City to designate the route its trucks could travel to and from the quarry. Time has passed, and now we’ve been asked to represent several individuals who own land along the designated route to bring a nuisance action against the quarry operator related to the truck traffic. Our former client City would not be a party, and our new clients would be adverse to the same quarry operator we were adverse to before when representing the City. It seems like we’re on the same side as before. Is there any conflict issue here?

Continue Reading April 1, 2026 Issue – Conflicts When Undermining Prior Work

Q: Dear Ethics Lawyer, I have been asked to advise and represent a witness who has been subpoenaed to testify in a civil trial in which her employer is being sued for breach of contract by another business entity who was a party to the contract. I performed a conflict check through our firm’s system and learned that another lawyer in our firm is representing a different witness who is on the parties’ witness list in the same proceeding. Neither of these individuals has a claim against them and neither is making a claim against any of the parties or the other witness. Could there be a conflict here? How do I analyze this?

Continue Reading March 16, 2026 Issue – Conflict from Representing Multiple Witnesses

Q: Dear Ethics Lawyer, I am handling a significant case in which I am preparing to argue to a federal district court in our state that a state law cause of action against our client under relatively recent legislation is preempted by federal law. I’ve just learned that one of my partners in the firm is coincidentally preparing to argue in state court on behalf of a different client that preemption does not apply.

I discovered this by accident, given that our firm (similar to other firms) does not track the specific legal arguments being made over time in individual cases as part of its conflict-checking system. Now that I know about it, what do I do? Is this an actual conflict, or something that will just be difficult to explain to the clients if they find out we are arguing both sides of the same argument at the same time?

Continue Reading January 15, 2026 Issue – Positional Conflicts

Q: Dear Ethics Lawyer, I represented a company let’s call Acme Rocket Cycle Co. while at a firm let’s call Wolf, Wolf and Coyote. I left the firm and took client Acme with me. Only I did any work for Acme while at the firm. May my old firm now represent their client Roadrunner, adverse to Acme, in a new matter that is not related to any matter I handled while at Wolf, Wolf and Coyote?

Continue Reading December 15, 2025 Issue – Conflict with Former Client of Departed Lawyer

Q: Dear Ethics Lawyer, I am an associate general counsel in a corporate law department for Company A. Previously, I was a partner at a law firm in its corporate transactions practice group, advising and representing a number of clients, including one I will call Company B, about business contracts and sales and acquisitions of business units. Today, at one of our law department meetings, I learned that Company B is threatening to sue Company A, alleging that it has breached a contract that I drafted and negotiated for Company B a year before I went in-house. Is this a conflict issue for me? If so, is it an issue if someone else in the law department handles the matter?

Continue Reading November 3, 2025 Issue – Former Client Conflict of In-House Lawyer

Q: Dear Ethics Lawyer, Our firm represents a well-respected private equity fund company. I am a products liability lawyer and have not personally done legal work for this client. The company is now raising capital for a new fund and I would like to invest by accepting the terms of their offering, but I am concerned with the requirements of Model Rule 1.8(a) that appear to be triggered whenever a lawyer enters into a business transaction with a client. Do these requirements apply even though I don’t personally represent the client? Do they apply even though I am simply investing under the terms of an offer made to the market in general, i.e., there would be no negotiation about it?

Continue Reading October 1, 2025 Issue – General Commercial Transaction with Client