Q: Dear Ethics Lawyer, I am Associate General Counsel for Universal Shipping Company, a large transportation conglomerate. We have many subsidiaries, including some that are engaged in ancillary businesses and do not have “Universal” in their name. Today, I discovered that a law firm that is currently representing Universal Shipping in a transactional matter also represents a commercial party in a contract lawsuit against Smith Food Services, Inc., an ancillary business we acquired a few years ago as a wholly-owned subsidiary. Smith provides food and beverage service to airlines and railroads, and we left its management in place, so it functions as a free-standing subsidiary. Does the law firm have a conflict?

Q: Dear Ethics Lawyer, Several years ago I documented and closed a business deal for a client. The other party is now using what it considers a loophole in the contract to refuse to make a substantial payment that would otherwise be due. The client has made it pretty clear that he considers the loophole to be my fault, but wants our firm to advise him on whether he should accept a compromise being offered by the other side to mitigate the loss, and if not, whether to pursue litigation. What issues does this present?

Q: Dear Ethics Lawyer, I agreed to represent a husband and wife in putting together an estate plan. It appeared to be easy: they provided a list of assets and income, and a plan for distribution in the event that one or both passes. Then the husband called the following day and advised me that he also has a separate investment account (with a family member other than the wife currently named as a beneficiary) that contains a fairly large amount that he does not wish to advise his wife about just now. He may later decide to include it in the estate plan, but for now he wishes to keep it separate. What do I do now?

Q: Dear Ethics Lawyer, We represent a large company in corporate and real estate matters that generate a lot of fees for our firm. They have an equally large competitor in the same industry which they view as an arch-enemy, but we are not currently adverse to it. The competitor has asked for our help representing it in a city where we have an office to make a small acquisition. This is probably a one-shot thing that will be over in 90 days or so. The conflict check comes back clean. Can we do it?