LEO #1685 CONFLICT OF INTERESTS: REPRESENTING SPOUSE OF STOCKHOLDER
          OF CORPORATION FOR WHICH ATTORNEY HANDLED COLLECTIONS AND
          PREPARED CORPORATE MINUTES

You have presented a hypothetical situation in which Attorney
represented a corporation in the past.  Attorney's work for the
corporation included preparation of minutes, mechanic's lien
litigation, collections and landlord matters.  The Attorney did not
perform any work necessitating an evaluation of the corporation or
any review of financial records of the corporation.  The
corporation now has one remaining stockholder, who has never been
represented by Attorney as an individual.  That sole stockholder's
spouse has approached Attorney for representation in a divorce.

Under the facts you presented, you have asked the committee to
opine as to whether Attorney has a conflict of interest in
representing the wife of a stockholder in a corporation previously
represented by Attorney, when Attorney has no knowledge of the
financial status of the corporation and has never represented the
stockholder individually.

The appropriate and controlling disciplinary rules relative to your
inquiry are DR 4-101(A) which defines a "confidence" as information
protected by the attorney-client privilege under applicable law,
and "secret" as other information gained in the professional
relationship that the client has requested be held inviolate or the
disclosure of which would be embarrassing or likely to be
detrimental to the client; DR 4-101(B) which precludes a lawyer
from knowingly revealing a client's confidence or secret and from
using a client's confidence or secret to the disadvantage of the
client or to the advantage of the lawyer or a third person; and  DR
5-105(D) which provides that a lawyer who has represented a client
in a matter shall not thereafter represent another person in the
same or substantially related matter if the interest of that person
is adverse in any material respect to the interest of the former
client unless the former client consents after disclosure.  Further
guidance is available through Ethical Consideration 5-18 which, in
pertinent part, exhorts the lawyer to recognize that a lawyer
employed or retained by a corporation or similar entity owes his
allegiance to the entity and not to a stockholder, director,
officer, employee, representative, or other person connected with
the entity.

Pursuant to DR 5-105, the committee has previously opined that an
attorney who had represented a partnership may represent one
partner in bringing a suit on behalf of the partnership against
other partners so long as the attorney neither represented the
defendant partner individually and provided that the attorney never
obtained confidences or secrets from that defendant partner during
the course of the attorney's representation of the partnership. 
See, LEO No. 1458.  Also, the committee previously opined that an
attorney who had represented a corporation may represent a
plaintiff shareholder against a fellow shareholder in a derivative
action as the attorney had not represented the defendant
shareholder individually and so long as the attorney had never
obtained confidences or secrets from that defendant shareholder
during the course of the representation of the corporation.  See,
LEO NO. 1517.  
The Committee opined in LEO No. 344, however, that it was not
ethically permissible for a lawyer to represent a party against a
corporation when one person owned all of the stock and the lawyer
represented the sole shareholder in other matters.  In that
circumstance, there may be an imputed identity between the
corporation and the sole stockholder.  See ABA Formal Op. 95-390. 
The facts presented do not, however, suggest an imputed attorney-
client relationship with the remaining stockholder of the
corporation.

Therefore, in response to your inquiry, the committee opines that
the Attorney may represent the shareholder's spouse in the divorce,
as attorney never represented the shareholder  individually, so
long as no confidences or secrets were obtained from that
shareholder or the corporation during attorney's representation of
the corporation that would be pertinent to the divorce action.  

[DRS 4-101(A) and (B), 5-105(D); LEOs 344, 1548, 1517; ABA Formal
Op. 95-390]

Committee Opinion
September 23, 1996