NEW YORK STATE BAR ASSOCIATIONProfessional
Ethics Committee Opinion
Opinion #84 - 07/12/1968
Topic: House Counsel
Digest: Legal Services to friends, corporate employees, other
Canons: Former Canon 35, 47
An attorney who is a fulltime house counsel to a corporation employed
on a salary basis has inquired as to the ethical limitations on his
activities as a lawyer.
A full-time house counsel is entitled to render legal services to the
corporation without limitation. Also, with the approval of his
employer and in the absence of conflicts of interest, he may render
legal services to friends and other outside clients provided he is
rendering such services as an independent lawyer, is not supplying such
services as an employee of the corporation and is not compensated by the
corporation for such services.
As regards services rendered to employees of the corporation, the
lawyer may, with his employer's approval and in the absence of conflicts
of interest, serve them as clients as in the case of outsiders provided
he is not paid by the corporation for rendering such services. (See
N.Y.State 53 and 53a.)
The inquiring attorney has also asked whether he may render legal
services to another corporation with which his employer has a contract
for supplying such services. This would violate Canons 35 and 47
which forbid the use of an intermediary for the rendering of legal
services. This would not preclude the lawyer from serving the
other corporation directly as a separate client for which he would be
separately compensated, provided his employer approved and no conflict
of interest existed.
The lawyer's relationship with his clients must be direct and
personal. His compensation must come from his client and not from an
intermediate agency and his services must not be supplied by contract or
otherwise as the services of his corporate employer.