OPINION 176
May 1958

CONFLICTING INTERESTS - An attorney may not represent one party to a contract in a suit against the other party thereto for breach thereof where the attorney represented both parties in drafting the contract.

Canons 6, 34.

Question

An attorney prepared an employment contract for the employment of a general superintendent for a corporation for a period of one year. Prior to the time he prepared the contract the attorney had done some work for the corporation. Other attorneys had also done some work for the corporation on other matters. The said employment contract was outlined by the general superintendent and the president of the corporation and was then brought to the attorney by the superintendent. The attorney put the contract in final form. Both the general superintendent and the president of the corporation were aware of the fact that the said employment contract was prepared in its final form by the attorney. The said contract in its final form as prepared by the attorney merely restated the things which the general superintendent and the corporation had already agreed to in writing. Four months after the contract was signed the general superintendent was discharged by the corporation. Is it a violation of the Cannon of Ethics for the attorney who prepared the employment contract to represent the general superintendent in a suit against the corporation for damages based upon an alleged breach of such contract?

Opinion

It would appear that the attorney was representing both the general superintendent and the corporation in drafting the employment contract. That being true it would be a violation of Canons 6 and 34 for the attorney to represent the general superintendent in a suit against the corporation for breach of such contract. If the attorney had represented only the general superintendent in the preparation of the employment contract, there would be no violation of the Canons of Ethics by his representing him again in the suit against the corporation. (9-0.)