ETHICS OPINION 522-1964 CONFLICT OF INTEREST

NUMBER 522

QUESTION

 

A was formerly general counsel to a cooperative housing corporation and as such attended all meetings of the Board of Directors.

 

A was discharged in August 1963 and is presently engaged in litigation with the corporation for breach of the retainer agreement. This action is scheduled for trial on January 8, 1964.

 

The Board of Directors had promulgated a rule with respect to conduct of the tenant-stockholders, which rule one of tenant-stockholders has refused to obey.

 

The corporation had previously threatened with summary proceedings, but has now commenced an action for declaratory judgment to confirm its right to make the rule to which objection has been made and to dispossess the tenant-stockholder.

 

The tenant-stockholder has communicated with A and has requested than A represent him in the action.

 

ANSWER.

 

It would not be proper for A to represent the tenant-stockholder if he was general counsel to the corporation at the time the rule under attack was adopted or if such representation might involve the disclosure or use of any secrets or confidences obtained by A while representing the corporation or while attending meetings of its Board of Directors, or if he had part in drafting and adopting the disputed rule or in advising the corporation with respect to any aspect of its dispute with tenant. (Canons 6 and 37, Drinker, Professional Ethics, pp. 113-114)

 

January 29, 1964