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                                         103 N.J.L.J. 495
                                        May 24, 1979

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS

Appointed by the New Jersey Supreme Court
        

OPINION 425

Conflict of Interest
Suit Against Former Client

    The inquirer was initially consulted by Party A for the purpose of forming several corporations with each proposed corporation to be billed separately. In connection with one of the proposed corporations, payment for services to be rendered was made in advance and the necessary documents prepared. At the time of the signing of the certificate of incorporation, party A appeared at the inquirer's office with party B who was to serve as an incorporator. The two incorporators, A and B, executed the necessary certificate of incorporation and a check and the certificate was forwarded to the Secretary of State who returned the papers because the check was in the wrong amount. Contemporaneously, A's check in payment of the services was returned by reason of insufficient funds. The check was never made good and the certificate of incorporation was never filed with the Secretary of State.
    The inquirer further emphasizes the fact that B, prior to his signing the certificate as incorporator, was unknown to any member of the firm and that no conversations took place between B and any member of the firm which could in any way be construed to be within the realm of confidentiality.

    It appears that some time thereafter, a client of inquirer's firm, party C, requested the firm to represent it in an unrelated contractual dispute between C and B. The inquiry relates to the question as to whether the firm may represent C's interests against B by reason of the firm's prior contact with B with reference to the corporation matter.
    Based upon the facts presented, there is a serious question as to whether an attorney client relationship assisted at any time between the inquirer's law firm and B. Assuming, however, that such a relationship did exist, it appears that the facts come within our holding in Opinion 154, 92 N.J.L.J. 353 (1969), wherein we stated that "it has been held elsewhere that a lawyer may bring a suit against a former client, if the representation of the former client has been ended and the matter does not involve confidential communication". See Drinker Legal Ethics 112 (1953).
    Based upon the facts submitted, we see no conflict of interest by the law firm in its representation of C adversely to B.

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