LEO #1631 CONFLICTS; CONFIDENCES; CONTINUED REPRESENTATION OF
          DIVORCE CLIENT AFTER CLIENT FILES BANKRUPTCY LISTING
          ATTORNEY AS UNSECURED CREDITOR ALTHOUGH CLIENT'S PARENTS
          ARE PAYING LEGAL FEES; WITHDRAWAL OF REPRESENTATION

You have presented a hypothetical situation in which Lawyer is
approached by the parents of a serviceman to represent their son in
a domestic relations matter, i.e., prosecuting a divorce action. 
You indicate that the parents signed a retainer agreement with
Lawyer agreeing to pay the firm for legal services and expenses in
representing their son in matters related to the pending divorce
action.  The parents have continued to pay the firm on a regular
basis in response to billings and show no signs of dissatisfaction
with the firm's services.  No court papers have yet been filed with
respect to the divorce action.

You further indicate that Lawyer has been providing continuing
services on behalf of the son, such as preparing a draft separation
agreement, attending a custody hearing, and corresponding with
counsel for the serviceman's wife on various matters including
support.  The serviceman and his wife have been separated for over
one year.

You advise that since the son is a poor correspondent, most if not
all of the information being received by Lawyer concerning the
relations between the son and his estranged wife comes from the
parents.

Finally, you indicate that Lawyer received notice that the son has
filed a voluntary petition in bankruptcy (Chapter 7) in the State
of Colorado.  The petition lists Lawyer personally as an unsecured
creditor and states that the son makes monthly payments to Lawyer
on his account, despite the fact that he personally has never paid
Lawyer or Lawyer's firm any amount.  All payments received by
Lawyer or Lawyer's firm were from the parents without any
indication that the son was the one actually making the payments.

You have asked the committee to opine whether, under the facts of
the inquiry, Lawyer must withdraw as counsel for the son in his
divorce proceeding in view of his bankruptcy filing.

The appropriate and controlling disciplinary rules relative to your
inquiry are DR 5-106(A and B) which provide respectively, in
pertinent part, that, except with the consent of his client, a
lawyer shall not accept compensation for his legal services from
one other than his client and shall not permit a person who pays
him to render legal services for another to direct or regulate his
professional judgment in rendering such services; DR 6-l0l(C) which
requires that a lawyer keep his client reasonably informed about
matters in which the lawyer's services are being rendered; DR 5-
l0l(A) which precludes a lawyer from accepting employment if the
exercise of his professional judgment on behalf of his client may
be affected by his own financial, business, property, or personal
interests, except with the consent of his client; DR 2-l08(B) which
permits a lawyer to withdraw from representation of a client under
certain circumstances; and DR 2-l08(D) which describes steps to be
taken upon termination of representation.  Further guidance is
available in Ethical Considerations 5-2l, 5-22 and 5-23, all of
which emphasize the need for a lawyer's judgment to be impervious
to influence by a third party who compensates a lawyer for the
provision of services to his client.

The committee has previously opined that where an intermediary or
third party has hired an attorney to provide legal services for
another who is the attorney's client, the attorney has the
obligation to provide zealous representation, exercise independent
professional judgment, and preserve the confidences and secrets of
that client.  See LEOs #1374, #l276, #609.  

In the facts you present, the committee believes it is clear that
the client to whom the Lawyer owes the duties of loyalty and
confidentiality is the son, irrespective of the fact that the
parents have agreed to pay the firm for legal services.  For
purposes of this opinion, the committee assumes that the
requirements of DR 5-l06(A) have been met and that the client has
consented to payment of his legal fees by his parents.  DR 5-l06(A)
and (B).  The committee is also of the opinion that it is incumbent
upon the Lawyer to attempt to communicate directly with the client
or with the Colorado attorney representing the client in the
bankruptcy matter.  Such communication should be made for the
purposes of (l) securing appropriate information relative to
Lawyer's representation of client in the domestic relations matter
and (2) ascertaining the facts underlying the listing of Lawyer as
an unsecured creditor on the client's bankruptcy petition.  DR 6-
l0l(C).  

The committee is further of the opinion that, although DR 5-l0l(A),
precluding a lawyer's acceptance of employment if his professional
judgment on behalf of the client may be affected by his own
personal interests, would be applicable at the outset of
representation, it is inapposite to the circumstances you describe
which involve an already-existing attorney-client relationship. 
Thus the committee is of the view that no cause exists for Lawyer's
mandatory withdrawal from representation of client.  However, the
committee opines that withdrawal would be permissible if Lawyer is
able to establish that one or more of the circumstances described
in DR 2-l08(B) has arisen, i.e., (l) withdrawal can be effected
without material prejudice to the client; (2) the client persists
in a course of conduct involving lawyer's services that the lawyer
reasonably believes is illegal or unjust; (3) the client
continually fails to fulfill an obligation to the lawyer regarding
the lawyer's services; or (4) the representation will result in an
unreasonable financial burden on the lawyer or has been rendered
unreasonably difficult by the client.  

Finally, the committee opines that, should Lawyer conclude that
withdrawal may be effected, Lawyer must comply with the dictates of
DR 2-l08(D) which require that reasonable steps be taken for the
continued protection of client's interests, including giving
reasonable notice to the client, allowing time for employment of
other counsel, delivering all papers and property to which the
client is entitled, and refunding any advance payment of fee that
has not been earned.

[DRs 2-108(B) and (D), 5-101(A), 5-106(A) and (B), 6-101(C); ECs 5-
21, 5-22, 5-23; LEOs 609, 1276, 1374]

Committee Opinion
February 7, 1995