• Preamble
• Scope
• Chapter 1: Client-lawyer Relationship
  • Rule 1.0 Definitions
  • Rule 1.1 Competence
  • Rule 1.2 Scope of the Representation and the Allocation of Authority Between the Lawyer and Client
  • Rule 1.3 Diligence
  • Rule 1.4 Communication
  • Rule 1.5 Fees
  • Rule 1.6 Confidentiality
  • Rule 1.7 Conflict of Interest: General Rule
  • Rule 1.8 Conflict of Interest: Prohibited Transactions
  • Rule 1.9 Conflict of Interest: Former Client
  • Rule 1.10 Imputed Disqualification: General Rule
  • Rule 1.11 Successive Government and Private Employment
  • Rule 1.12 Former Judge or Arbitrator
  • Rule 1.13 Organizational Clients
  • Rule 1.14 Client under a Disability
  • Rule 1.15 Safekeeping Property
  • Rule 1.16 Declining and Terminating Representation
  • Rule 1.17 Sale of a Law Practice
• Chapter 2: The Lawyer as Counselor, Intermediary, and Dispute Resolution Neutral
  • Rule 2.1 Advisor
  • Rule 2.2 Lawyer Serving as Intermediary Between Clients
  • Rule 2.3 Evaluation for Use by Third Persons
  • Rule 2.4 Lawyer as Dispute Resolution Neutral
• Chapter 3: Advocate
  • Rule 3.1 Meritorious Claims and Contentions
  • Rule 3.2 Expediting Litigation
  • Rule 3.3 Candor Toward the Tribunal
  • Rule 3.4 Fairness to Opposing Party and Counsel
  • Rule 3.5 Impartiality and Decorum of the Tribunal
  • Rule 3.6 Trial Publicity
  • Rule 3.7 Lawyer as Witness
  • Rule 3.8 Special Responsibilities of a Prosecutor
  • Rule 3.9 Advocate in Non-adjudicative Proceedings
• Chapter 4: Transactions with Persons Other than Clients
  • Rule 4.1 Truthfulness and Candor in Statements to Others
  • Rule 4.2 Communication with Person Represented by Counsel
  • Rule 4.3 Dealing with Unrepresented Person
  • Rule 4.4 Respect for Rights of Third Persons
• Chapter 5: Law Firms, Legal Departments, and Legal Service Organizations
  • Rule 5.1 Responsibilities of a Partner, Managing Lawyer or Supervisory Lawyer
  • Rule 5.2 Responsibilities of a Subordinate Lawyer
  • Rule 5.3 Responsibilities Regarding Nonlawyer Assistants
  • Rule 5.4 Professional Independence of a Lawyer
  • Rule 5.5 Unauthorized Practice of Law
  • Rule 5.6 Restrictions on Right to Practice
  • Rule 5.7 Responsibilities Regarding Law-related Services
• Chapter 6: Public Service
  • Rule 6.1 Pro Bono Publico Representation
  • Rule 6.2 Accepting Court Appointments
  • Rule 6.3 Membership in Legal Services Organization
  • Rule 6.4 Law Reform Activities Affecting Client Interests
• Chapter 7: Information about Legal Services
  • Rule 7.1 Communications Concerning a Lawyer's Services
  • Rule 7.2 Advertising and Other Communications Not Directed to Specifically Identified Recipients
  • Rule 7.3 Solicitation and Other Communications Directed to Specifically Identified Recipients
  • Rule 7.4 Communication of Fields of Practice
  • Rule 7.5 Firm Names and Letterheads
  • Rule 7.6 Intermediary Organizations
• Chapter 8: Maintaining the Integrity of the Profession
  • Rule 8.1 Bar Admission and Disciplinary Matters
  • Rule 8.2 Judicial and Legal Officials
  • Rule 8.3 Reporting Professional Misconduct
  • Rule 8.4 Misconduct
  • Rule 8.5 Disciplinary Authority; Choice of Law
• Transition Rules Governing Implementation of Tennessee Rules of Professional Conduct
•  

(a) Subject to paragraphs (c) and (d), a lawyer shall abide by a client’s decisions concerning the objectives of the representation and may take such action on behalf of the client as is impliedly authorized to carry out the representation. A lawyer shall abide by a client’s decision whether to settle a matter. In a criminal case, the lawyer shall abide by the client’s decision as to a plea to be entered, whether to waive jury trial, and whether the client will testify.

(b) A lawyer’s representation of a client, including representation by appointment, does not constitute an endorsement of the client’s political, economic, social, or moral views or activities.

(c) A lawyer may limit the scope of a client’s representation if the limitation is reasonable under the circumstances and the client gives consent, preferably in writing, after consultation.

(d) A lawyer shall not counsel a client to engage, or assist a client, in conduct that the lawyer knows or reasonably should know is criminal or fraudulent, but a lawyer may discuss the legal consequences of any proposed course of conduct with a client and may counsel or assist a client to make a good faith effort to determine the validity, scope, meaning, or application of the law.

Allocation of Authority Between Client and Lawyer

[1] Both lawyer and client have authority and responsibility in the objectives and means of the representation. The client has ultimate authority to determine the purposes to be served by legal representation, within the limits imposed by law and the lawyer’s professional obligations. Also, the decisions specified in paragraph (a), such as whether to settle a civil matter, must be made by the client. Other decisions may be made by the lawyer pursuant to the lawyer’s implied authority to take action necessary to carry out the representation, subject to the lawyer’s duty to keep the client reasonably informed about the status of the representation. See RPC 1.4. A clear distinction between objectives and means sometimes cannot be drawn, and in many cases the client lawyer relationship partakes of a joint undertaking. In questions of means, for example, the lawyer normally will assume responsibility for technical and legal tactical issues, but the lawyer usually will defer to the client regarding such questions as the expense to be incurred and concern for third persons who might be adversely affected. Law defining the lawyer’s scope of authority in litigation varies among jurisdictions.

[2] Paragraph (a) recognizes that clients normally defer to the special knowledge and skill of their lawyer. At the same time, a lawyer is not required to pursue objectives or employ means simply because a client may instruct the lawyer do so. Although a lawyer, as an agent, normally must abide by the client’s instructions with respect to the representation, a lawyer may always refuse to engage in conduct that the lawyer reasonably believes to be unlawful or prohibited by the Rules of Professional Conduct and may take action that the lawyer reasonably believes to be required by law or the Rules of Professional Conduct. Also, if a lawyer has a fundamental disagreement with the client about the client’s objectives or the means to be used to accomplish them, the lawyer may withdraw from the representation. See RPC 1.16.

[3] Communication between the lawyer and the client is necessary for the client to effectively participate in decisions relating to client’s representation. The lawyer must, therefore, keep the client reasonably informed about the lawyer’s actions on behalf of the client. See RPC 1.4.

[4] At the outset of a representation, the client may authorize the lawyer to take action on the client’s behalf without further consultation. Ordinarily, a lawyer may rely on such an advance authorization. The client may, however, revoke such authority at any time, and a lawyer may not rely on an advance authorization if there has been such a material change in the circumstances known to the lawyer that the client’s prior authorization can no longer be regarded as an adequately informed decision.

[5] In a case in which the client appears to have a mental disability, the lawyer’s duty to abide by the client’s decisions is to be guided by reference to Rule 1.14.

Independence From Client’s Views or Activities

[6] Legal representation should not be denied to people who are unable to afford legal services, or whose cause is controversial or the subject of popular disapproval. By the same token, representing a client does not constitute approval of the client’s views or activities.

Agreements Limiting the Scope of the Representation

[7] The scope of services to be provided by a lawyer may be limited by agreement with the client or by the terms under which the lawyer’s services are made available to the client. When a lawyer has been retained by an insurer to represent an insured, for example, the representation may be limited to matters related to the insurance coverage. A limited representation may be appropriate because the client has limited objectives for the representation. In addition, the terms upon which representation is undertaken may exclude specific means that might otherwise be used to accomplish the client’s objectives. Such agreements limiting the scope of a representation may preclude the lawyer from taking actions that the client thinks are too costly or may permit the lawyer to refrain from taking action that the lawyer regards as repugnant or imprudent.

[8] Although this Rule affords the lawyer and client substantial latitude to limit the representation, the limitation must be reasonable under the circumstances. If, for example, a client’s objective is limited to securing general information about the law the client needs in order to handle a common and typically uncomplicated legal problem, the lawyer and client may agree that the lawyer’s services will be limited to a brief telephone consultation. Such a limitation, however, would not be reasonable if the time allotted was not sufficient to yield advice upon which the client could rely. Although an agreement for a limited representation does not exempt a lawyer from the duty to provide competent representation, the limitation is a factor to be considered when determining the legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation. See RPC 1.1.

[9] Other agreements concerning a lawyer’s representation of a client must accord with the Rules of Professional Conduct and other law. See, e.g., RPCs 1.1, 1.8, and 5.6.

Criminal, Fraudulent, and Prohibited Transactions

[10] Paragraph (d) prohibits a lawyer from counseling or assisting a client to engage in conduct that the lawyer knows or reasonably should know is criminal or fraudulent. This prohibition, however, does not preclude the lawyer from giving an honest opinion about the actual consequences that appear likely to result from a client’s conduct. Nor does the fact that a client uses advice in a course of action that is criminal or fraudulent of itself make a lawyer a party to the course of action. There is a critical distinction between presenting an analysis of legal aspects of questionable conduct and recommending the means by which a crime or fraud might be committed with impunity.

[11] When the client’s course of action has already begun and is continuing, the lawyer’s responsibility is especially delicate. The lawyer may be permitted, but is not required, by Rule 1.6 to reveal the client’s wrongdoing. In any case, however, the lawyer is required to avoid furthering the purpose, for example, by suggesting how it might be concealed. A lawyer may not continue assisting a client in conduct that the lawyer originally supposed was legally proper but then discovers is criminal or fraudulent. The lawyer must, therefore, withdraw from the representation of the client in the matter. See RPC 1.16(a).

[12] Where the client is a fiduciary, the lawyer may be charged with special obligations in dealings with a beneficiary.

[13] Paragraph (d) applies whether or not the defrauded party is a party to the transaction. Hence, a lawyer must not participate in a sham transaction; for example, a transaction to effectuate criminal or fraudulent escape of tax liability. Paragraph (d) does not preclude undertaking a criminal defense incident to a general retainer for legal services to a lawful enterprise. The last clause of paragraph (d) recognizes that determining the validity or interpretation of a statute or regulation may require a course of action involving disobedience of the statute or regulation or of the interpretation placed upon it by governmental authorities.

[14] If a lawyer comes to know or reasonably should know that a client expects assistance not permitted by the Rules of Professional Conduct or other law, or if the lawyer intends to act contrary to the client’s instructions, the lawyer must consult with the client regarding the limitations on the lawyer’s conduct. See RPC 1.4.

“Consultation” See RPC 1.0(c)
“Fiduciary” See RPC 1.0(d)
“Fraudulent” See RPC 1.0(f)
“Knows” See RPC 1.0(g)
“Reasonable” See RPC 1.0(h)
“Reasonably Should Know” See RPC 1.0(i)