Item C: City Legal Services - Who's the Client?

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City, as a legal entity, rather than its officers or employees, that constitutes the client. One of the legal ethics specialists at a continuing legal education course gave the following hypothetical and answer: “QUERY: Suppose that a particular level of government – such as a county – has not only an elected board of county commissioners but also an elected assessor and an elected sheriff. Does county counsel then have three clients for conflict- The entity at issue is still the county of-interest purposes? The answer is no. and not the board members, the assessor, or the sheriff.” (Emphasis added.) More recently, another one of those specialists wrote an article for the Oregon State Bar Journal entitled “Drawing a Bright Line: The ‘Who is the Client?’ question.” In that article, the author states that Rule 1.13 “adopts the ‘entity approach’ to corporate representation: a lawyer representing a corporation is deemed to represent the corporation rather than its individual shareholders or officers.” Later in that article, the author specifically addresses governmental entities: “Under RPC 1.13(a), the entity approach applies to governmental representation and the ‘client’ is the governmental entity and not its constituent members.” The Salem city attorney, in a presentation to city officials, explained how the representation of the city itself does not mean the city attorney also represents individual employees or elected officials: “Representation of the municipal corporate entity does not mean that the attorney, as a matter of law, represents individual elected officials or public employees. In certain instances, representation of the corporate entity may include aspects of the attorney/client relationship which appear, to include representation of individual elected officials or public employees. As an example, the ABA Model Code of Professional Responsibility takes the position that when a ‘constituent’ of an organizational client communicates with the organization’s attorney in the constituent’s ‘organizational capacity,’ that communication is protected by attorney/client privilege. This representation is limited, however, to those aspects of the individual elected official and public employees which are in an ‘organizational capacity.’” The client of the law firm is the City of Eugene, not the City Manager or any other individual officer or not employee. The firm’s duty of loyalty is to the City Manager or City Council specifically, but to the municipal corporation. While the work the firm does usually is requested by the City Manager or city staff, the work also is often dictated by the council itself. Below are some examples that demonstrate this concept in practice. ?The City Council requested a work session on the concept of a givings tax. When that matter came back to the City Council, the City Manager recommended that no further action be taken. The council, however, directed that additional work be performed. We (together with city staff) performed that additional work, came back to the council, and then received additional direction from the council. Each time we came back to the council, our analysis was guided by the direction from the council, rather than what had been the City Manager’s initial recommendation to cease work. ?When the City Council raised questions more than a decade ago about the performance of a previous city manager, we worked with the City Council officers and Mayor on the process for L:\CMO\2007 Council Agendas\M070409\S070409C.doc