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