Lawyers can get into trouble when there are misunderstandings as to who they do and do not represent. This uncertainty can lead to claims of malpractice, assertions of conflicts, and other issues.
One helpful approach is to use a written engagement letter to clearly state both who the client is and who it is not.
Specifying who is your client is particularly important when representing corporate entity clients. Many entities have multiple owners, shareholders, and officers, and these subgroups may have little or no overlap.
And when representing an entity, lawyers will necessarily be dealing with one or more individual representatives. Those individuals (and the lawyer) may not fully understand exactly who it is the lawyer represents. At some point, the interests of the entity and the representatives could diverge, causing a conflict.
For these reasons, lawyers should clearly state that their client is the corporate entity and that they are not representing the owners, shareholders, and/or officers individually. See, e.g., Ga. Rule Prof’l Conduct 1.13(f); ABA Model Rule of Prof’l Conduct 1.13(f).
Another situation is when there are multiple affiliate or subsidiary companies, but the lawyer is only representing one of them. If so, the lawyer should state the precise legal name of each client entity that is being represented and which entities are not. Be sure not include over-inclusive, vague language, such as we are representing Company XYZ “and all of its affiliates,” “all of its subsidiaries,” or “all of its related entities.”
Engagement letters can be a useful tool in establishing expectations and setting boundaries. One of the first things to figure out is who the client really is.