• 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
•  

COMMENTS

[1] Paragraph (a) applies to lawyers who have managerial authority over the professional work of a law firm. See RPC 1.0(d) (defining law firm to include not only a private law firm, but also a legal department of a corporation, government agency, or other organization, including a legal services organization). Each partner in a law partnership, or their counterparts in firms organized as professional corporations, professional limited liability companies, or professional limited liability partnerships, will be deemed to possess managerial authority for all aspects of the firm’s practice. A law firm or other organization of lawyers described in this Rule may, however, agree that the managerial authority for the conduct of the firm or organization will be centralized in some but not all of the partners or managing lawyers. In such a case, only the partners or managing lawyers possessing such managerial authority will be subject to the duty imposed by paragraph (a). On the other hand, however, paragraph (a) may be applicable when a lawyer in a firm or other organization of lawyers described in this Rule, whether or not a partner or a managing lawyer, is assigned intermediate-level managerial responsibilities for a department or an office within the firm. Because many lawyers do not practice in traditional law firms, but rather practice law in legal departments of business firms, legal services organizations, or in legal departments of governmental agencies, this Rule also applies to lawyers possessing managerial authority in such organizations.

[2] The measures required to fulfill the responsibility prescribed in paragraph (a) can depend on the organization’s structure and the nature of its practice. In a small law firm or legal department, for example, informal supervision and occasional admonition ordinarily might be sufficient. In large firms or legal departments, however, or in practice situations in which intensely difficult ethical problems frequently arise, more elaborate procedures may be necessary. Some firms, for example, have a procedure whereby junior lawyers can make confidential referrals of ethical problems directly to a designated senior partner or special committee. See RPC 5.2. Firms and legal departments, whether large or small, may also rely on continuing legal education in professional ethics. In any event, the ethical atmosphere of a firm or organization can influence the conduct of all its members and a lawyer having authority over the work of another may not assume that the conduct of a subordinate lawyer will inevitably conform to the Rules.

[3] Paragraph (b) applies to lawyers, without regard to their status in a firm or other organization of lawyers described in this Rule, who assume direct supervisory responsibility for the oversight of the work of another lawyer.

[4] Paragraph (c)(1) expresses a general principle of responsibility for acts of another. See also RPC 8.4(a).

[5] Paragraph (c)(2) specifies the circumstances in which one lawyer will be held accountable for the professional misconduct of another lawyer because he or she knows the other lawyer has engaged in professional misconduct and fails to take reasonable action to prevent or mitigate the harm caused by the professional misconduct. Whether a lawyer has such supervisory authority in particular circumstances is a question of fact. Partners of a private firm have at least indirect responsibility for all work being done by the firm, while a partner in charge of a particular matter ordinarily has direct authority over other firm lawyers engaged in the matter. Appropriate remedial action by a partner would depend on the immediacy of the partner’s involvement and the seriousness of the misconduct. The supervisor is required to intervene to prevent avoidable consequences of misconduct if the supervisor knows that the misconduct occurred. If, for example, a partner in a law firm knows that another lawyer in the firm misrepresented a matter to an opposing party in a negotiation, the partner as well as the subordinate has a duty to correct the resulting misapprehension. Such would also be the case if a lawyer who was associated with another lawyer as a direct supervisor, co-counsel, or as a party to a fee-sharing agreement learned that the other lawyer had engaged in misconduct in connection with the representation. This duty is in addition to the lawyer’s Rule 8.3(a) duty to report professional misconduct to the Office of Disciplinary Counsel. The obligation to take reasonable remedial action, however, does not require the lawyer to take any action that would violate these Rules, e.g., disclosing information related to the representation of a client in violation of Rule 1.6. Nor does the duty to mitigate harm require the lawyer to compensate a person for losses suffered by virtue of the misconduct the lawyer knows has occurred.

[6] Professional misconduct by a lawyer in a firm or other organization of lawyers described in this Rule, or a lawyer who is working under the direct supervision of another lawyer, could reveal a violation of paragraphs (a) or (b) on the part of the partner or the supervisory lawyer even though it does not entail a violation of paragraph (c) by the partner, the managing lawyer, or supervisory lawyer because there was no direction, ratification, or knowledge of the violation.

[7] Apart from this Rule and Rule 8.4(a), a lawyer does not have disciplinary liability for the conduct of a partner, associate, or another lawyer with whom the lawyer is associated in connection with the representation of a client. Whether a lawyer may be held civilly or criminally liable for another lawyer’s conduct is a question of law beyond the scope of these Rules. This Rule is only intended to provide a basis for professional discipline and is not intended to alter the legal rights and responsibilities of partners, supervisory lawyers, co-counsel, or parties to fee-sharing agreements with respect to the conduct of other lawyers with whom they are associated.

DEFINITIONAL CROSS-REFERENCES

"Firm" and "Law Firm" See RPC 1.0(e)
"Knows" See RPC 1.0(g)
"Partner" See RPC 1.0(i)
"Reasonable" See RPC 1.0(j)