033117 RIEO, ETH 2017-02

• Case Date: March 31, 2017
• Court: Rhode Island

ETH 2017-02 Ethics Advisory Panel Op. 2017-02 Rhode Island Ethics Opinions Rhode Island Supreme Court March 31, 2017          FACTS          The inquiring attorney seeks the Panel's guidance regarding his/her law firm's representation of the seller and the buyer in a business transaction. The buyer, the manager of a division of the seller's business, will purchase certain tangible and intangible assets of this division of the business. The buyer will then lease from the seller the portion of the seller's business premises in which the division currently operates. The seller and the buyer are current clients of the law firm. The inquiring attorney has provided legal services to the buyer on matters unrelated to the business. Another lawyer in the law firm has provided legal services to the seller relative to the seller's business. The buyer and the seller want the law firm to represent them with regard to negotiations and the drafting of documents for the purchase and sale, and for the lease.          The inquiring attorney states that the seller is experienced in business, including the ownership, purchase, and sale of businesses. He/she states that the buyer is sophisticated in the industry of the division, but has never owned, purchased, or sold a business. He/she further states that the buyer and seller will negotiate the sale price and the rent, but they want the two attorneys who have been representing them to advise them on the negotiation of these economic terms.          The inquiring attorney also states that he/she has provided no legal services to the seller, and has no knowledge of the seller's confidential information that is relevant to the transaction. Likewise, the lawyer in the firm who has represented the seller has provided no legal services to the buyer, and has no knowledge of the buyer's confidential information. To prevent confidential information relevant to the transaction from becoming known by each client's lawyer, the firm will create a "screen" by placing all documents in a locked drawer and limiting access to electronic files to preserve confidentiality and the attorney-client privilege.          ISSUE PRESENTED ...