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                                         94 N.J.L.J. 44
                                         January 21, 1972


Appointed by the Supreme Court of New Jersey


Conflict of Interest
Assistant Municipal Attorney
Representing Developer

    We have been asked for our opinion as to an attorney's continued representation of a corporate client under the following circumstances. The attorney has been assistant township attorney for the past two and a half years. During that period he formed a corporation for a private client whose place of business is in the township. Sometime thereafter a developer entered into a contract with the township to purchase certain lands in the urban renewal area of the township. A short while ago the attorney was appointed urban renewal attorney for the purpose of handling acquisitions of land in the urban renewal area. Most recently the developer has acquired all of the stock of the corporation above referred to, which had been formed by the attorney and for which he is still the registered agent and which he still represents.
    It is obvious that in matters involving the corporation and the township, the attorney can represent neither. The more difficult question, however, concerns his continued representation of the corporation in any matter now that it is wholly owned by the developer.
    This problem has been considered in previous opinions of this Committee. See Opinion 90, 89 N.J.L.J. 241 (1966), and Opinion 157,

92 N.J.L.J. 593 (1969). In the latter opinion we quoted extensively from the Supreme Court's decision in In re A. & B., 44 N.J. 331 (1965). We quote again from that opinion (at page 334-335):
        Nonetheless the subject of land development is one in which the likelihood of transactions with a municipality and the room for public misunderstanding are so great that a member of the bar should not represent a developer operating in a municipality in which the member of the bar is the municipal attorney or the holder of any other municipal office of apparent influence. We all know from practical experience that the very nature of the work of the developer involves a probability of some municipal action, such as zoning applications, land subdivisions, building permits, compliance with the building code, etc.
    While it is true in the present case that the attorney's association with the developer is to some extent fortuitous, his client having been acquired by the developer, nevertheless he is now an attorney for the municipality and the attorney for the wholly owned subsidiary of the developer. Accordingly, it is our opinion that since he is a municipal attorney he should cease to represent the corporation in all matters.

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