86 N.J.L.J. 718
December 19, 1963
Conflict of Interest
Action Against Former Client
An attorney represented a purchaser in the negotiation of a
conditional sales agreement for certain equipment required for the
operation of the purchaser's business. The vendor corporation was
not represented by an attorney, but one of its officers attended
the closing. Documents previously prepared by the vendor were
approved with some minor changes by the attorney for the purchaser.
About two years later, vendor, through the same officer, requested the attorney to represent it to proceed against the purchaser for the balance in default under the conditional sales agreement. The attorney has not represented the purchaser since the time of the execution of the agreement, but was in contact with him once relating to a rent adjustment matter.
The attorney inquires whether it is professionally proper for him to represent the vendor under these circumstances.
It is the Committee's opinion that it would not be proper professional conduct for the attorney to represent the vendor. Such representation might well require the attorney to assert an interpretation of, or a claim under the agreement which he approved for the purchaser. An attorney should not attempt to nullify his own work. A.B.A. Committee on Professional Ethics and Grievances, Opinions 64 (1932), 71 (1932); Drinker, Legal Ethics 113 (1953). Even if the attorney were not required to urge such a contention, he may not make such a change in allegiance. Such conduct would tend to impair the confidence which a client has the right to repose in his attorney and would thus tend to destroy one of the essentials of the professional relationship. Committee on Professional Ethics, N.Y. County Lawyers Assn., Opinion 157 (1918).
Irrespective of any actual detriment the purchaser might suffer, he might naturally feel that he had in some way been wronged when confronted by an action against him by the same attorney whom he had employed to advise him concerning the same agreement. To maintain public confidence in the bar, it is necessary not only to avoid actual wrongdoing, but even the appearance of wrongdoing. Committee on Professional Ethics, N.Y. County Lawyers Assn., Opinion 202 (1922). See Canons of Professional Ethics, Canon 6, which obliges an attorney to represent the client with undivided fidelity and forbids subsequent employment from others affecting any interest of the client with respect to which confidence has been reposed.