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                                        87 N.J.L.J. 106
                                        February 13, 1964

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS

Appointed by the New Jersey Supreme Court


OPINION 29

Conflict of Interest
Attorney for Public Agencies

    The following question has been presented for our advisory

opinion:

        May an attorney who is counsel for the county sewer authority, and also municipal attorney for the municipality, advise and otherwise represent the municipality, concerning negotiations and the entering into of a contract between the county sewer authority and the municipality?

    The Canons of Professional Ethics, Canon 6 provides that:
        It is unprofessional to represent conflicting interests, except by express consent of all concerned given after a full disclosure of the facts. ...

Although an attorney may, in some instances, represent more than one private client with express consent and full disclosure of the
facts where a conflict of interest might arise, we have previously pointed out that, where the public interest is involved, it is improper to do so. In N.J. Advisory Committee on Professional Ethics, Opinion 4, 86 N.J.L.J. 357, 361 (1963), we said:
        While an attorney representing two private clients may properly act in exceptional cases with the consent of each, even though a possibility of conflicting interests exists, consent is generally unavailable where the public interest is involved. See Drinker,Legal Ethics 120 (1953).

    Chief Justice Weintraub in his "Notice To The Bar," 86 N.J.L.J. 713 (1963), stated the Supreme Court's view of the responsibility of a member of the Bar when he is an attorney for a public agency and also represents a private client whose interests come before or are affected by it, in the following language:
        In such circumstances the Supreme Court considers that the attorney has the affirmative ethical responsibility immediately and fully to disclose his conflict of interest, to withdraw completely from representing both the municipality or agency and the private client with respect to such matter, and to recommend to the municipality or agency that it retain independent counsel. Where the public interest is involved, disclosure alone is not sufficient since the attorney may not represent conflicting interests even with the consent of all concerned See Ahto v. Weaver, 39 N.J. 418, 431 (1963).

    The public interest which demands that an attorney must withdraw from representing the public agency and the private client as above related applies with equal, if not greater force, when both clients are public agencies. It is, therefore, the opinion of this Committee that where, as here, an attorney represents two public agencies, it would clearly be a breach of professional ethics to represent either one or both in negotiating a contract between them and occupiers consent after full disclosure of the facts would not justify such representation because of the public interest involved.
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