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ETHICS OPINION 315-1933
ETHICS OPINION 315
NUMBER 315 1933
Question. A law firm, consisting of A and B, was formed many years ago. That partnership was dissolved by mutual agreement in writing.
B, in consideration of a sum of money, part of which was paid to him by A on account, the balance to be paid over a period of time, assigned, surrendered, and relinquished all of his interest in and to pending actions in the firm name of the partnership, which were at the time of the dissolution, pending in any of the courts within certain specified jurisdictions, with a few exceptions.
In addition to the sum of money provided in such agreement, A assigned, surrendered, and relinquished to B all of his interest in and to actions in the name of the partnership pending in other designated jurisdictions; and all of the partnership obligations were assumed by A. In other words, the business of the firm was distributed as mentioned, B received financial consideration, and A assumed the obligations. The dissolution agreement, by its terms, is binding upon the parties and their legal representatives.
Shortly after the dissolution of the partnership, A died. C is one of the executors named in the last will and testament of A. The will of A provides that, with respect to the pending actions of his law practice, those shall be disposed of in such manner as the executors deem fit and proper.
C was substituted in the place and stead of A, by stipulations signed by the clients of A, after his decease, with the approval and consent of the other executor of A. Included in such substitution were actions affected by the dissolution agreement. After these stipulations of substitution were signed and duly filed in the various courts, B brought on motions to have himself substituted as attorney in C’s place and stead, the clients joining in such petitions and requests.
The cases in which B now seeks to be substituted are among those which he, for the consideration mentioned above, surrendered, relinquished, and gave up all his right, title, and interest. The balance of the consideration has not been paid, by reason of the death of A, but claim has been made for payment of the balance by B upon the executors named in A’s will.
Has B prevented himself to act as attorney for the clients in the cases assigned and relinquished by him to A, and are the actions of B professionally improper in taking steps to have himself substituted in those actions which he assigned for a consideration, part of which consideration has been paid, and payment of the balance of which has been demanded by B from the executors of A’s will
Answer. This Committee does not construe contracts, nor express opinions upon legal rights, but in its opinion B should avoid the imputation of bad faith in his apparently inconsistent position and decline the new employment.