CHAPTER 1 - 1-12 USE OF CLIENT MATERIALS BY THIRD PARTIES

• Jurisdiction: United States

1-12 Use of Client Materials by Third Parties

A lawyer may provide an evaluation of a client's matter for the use of a third party if the lawyer reasonably believes that making such an evaluation is compatible with the other aspects of the lawyer's relationship with a client.⁶⁰⁸ If the evaluation is likely to affect the client's interests materially and adversely, informed consent is required.⁶⁰⁹ The duty of confidentiality remains in place in such a circumstance.⁶¹⁰

Connecticut law recognizes that an attorney may acquire a duty to a third-party during the representation of a client.⁶¹¹ In Westport Bank & Trust Co. v. Corcoran, Malin & Aresco the Supreme Court recognized that a law firm representing a borrower in a real estate transaction may have a duty to the lender despite the possibility of a conflict of interest. Another area where attorneys may undertake obligations to third parties on behalf of their clients is when attorneys representing corporations give opinion letters to independent auditors on pending litigation. Such opinions are governed by the protocols established by the ABA Legal Opinion Accord.⁶¹²

Lawyers may also be asked to opine on matters concerning corporate organization, incumbency, authorization to act and such for business transaction purposes. A good treatment of this issue can be found in an article by Kimberly Love that appeared in the Tennessee Business Journal.⁶¹³ Issues related to such opinions are complex and require careful analysis and attention.

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Notes:

^[608] Conn. Rules of Prof'l Conduct R 2.3(a).

^[609] Conn. Rules of Prof'l Conduct R 2.3(b).

^[610] Conn. Rules of Prof'l Conduct R 2.3(c).

^[611] Westport Bank & Trust Co. v. Corcoran, Malin & Aresco, 221 Conn. 490 (1992).

^[612] ABA Committee on Legal Opinions, Third Party Legal Opinion Report, Including the Legal Opinion Accord, of the Section of Business Law, American Bar Association, 47 BUS. LAW. 167 (1991).

^[613] Kelly A. Love, A Primer on Opinion Letters: Explanation and Analysis, 9 Tennessee Bus. J...