Rule 1.13 General
Hypotheticals
Rule 1.13 Reporting "Up and Out"
100
A lawyer represents the ______ , not its officers
A. employees
B. management team
C. authorized constituents
D. organization
D. Organization
Under Rule 1.13, the organization itself is the client
100
Hypo: My Clients Subsidiary
What do you tell Kerr about your reason for your call to him? (think 1.13(f))
That the firm represents someone (Dori) who's interest are adverse to the company as a result of the subsidiary's conflict (Pearl)
100
If an employee breaks a law that could hurt the company, what must the lawyer do first under Rule 1.13(b)? Report Up or Out?
Report up
Explanation: Simplest duty. Lawyer reports up to protect the organization unless unnecessary.
200
Fill in the blank: Under Rule 1.13, a lawyer employed or retained by an organization represents the organization acting through its ______.
A. controlling shareholders
B. individual employees
C. authorized constituents
D. board chair
C. Authorized Constituents
The rule labels these agents “authorized constituents” to capture anyone who has legal or organizational authority to act for the entity. Examples include officers, directors, general counsel, or others designated in bylaws or resolutions.
200
Hypo: My Clients Subsidiary
In the absence of informed consent from both clients, must the firm withdraw form representing Hathaway, Transport, neither, or both?
A) Hathaway
B) Transport
C) Neither
D) Both
A) Hathaway
Explanation: Received enough information to establish that Transport and Pearl are closely related entities, establishing a conflict of interest in representing both.
200
A mid-level manager plans an action violating law, likely causing big financial loss to the firm. You, the lawyer knows. Report Up or Out?
Report Up
Explanation: Violation of legal obligation to the organization combined with substantial injury triggers reporting up, considering seriousness and position.
300
When a lawyer represents an organization and also represents one of its constituents, the lawyer should clarify whether the representation of the constituent is ______ to that individual or only in their official capacity.
A) personal
B) conditional
C) informal
D) temporary
A) Personal
Personal representation means the individual is a separate client, with duties of loyalty and confidentiality owed specifically to them. Representation only in an official capacity, by contrast, primarily serves the organization’s interests. If this distinction is not clearly discussed and documented, the individual may later claim they thought the lawyer was their personal attorney and that certain communications were protected in a way that conflicts with the organization’s position.
300
Assume that the conflict is not consentable. May Kenney & Drogula continue to represent one or two of these clients, or must it withdraw from representation of all three? (1.6(a)(1))
Withdraw from representation of all 3 because it would violate the Rules of Professional Conduct or other law.
300
Board insists on clear illegal act (certain substantial injury) despite lawyer's up-reporting. Lawyer may:
A. Stay silent (Rule 1.6 controls)
B. Reveal info necessary to prevent injury
C. Quit without notice
D. Tell only employees
Answer: B
Explanation: (c) allows breach of confidentiality post-failure of highest authority to act timely/appropriately.
400
In representing an organization, a lawyer may also represent its directors, officers, or employees, subject to the conflict of interest rules, particularly Rule ______.
A 1.7
B 1.6
C 1.1
D 3.3
A 1.7
Rule 1.7 is the primary rule on concurrent conflicts of interest. When a lawyer represents an organization and is asked also to represent a director, officer, or employee in a related matter, the lawyer must decide whether such dual representation is ethically permissible.
400
You are pretty sure that Joline McCarthy has no knowledge of Maureen Carr’s baby and paternity suit. Assume that even if you have made a decision to withdraw, you have not done so yet, so Joline is still your client. Are you required, permitted, or forbidden to tell Joline about Maureen’s suit? If the rules permit you to tell her rather than requiring or forbidding you to do so, what will you do?
It depends! Explain
400
The highest authority in the organization fails to address violation, but injury is likely substantial. Can lawyer report out?
A. Yes, same as 1.13(b)
B. Only if criminal
C. No; (c) requires "reasonably certain" result
D. No; give them time
Answer: C
Explanation: (c)(2) escalates: "reasonably certain to result in substantial injury" vs. (b)'s "likely." Distinguishes reporting levels.
500
When deciding whether a parent’s subsidiary should also be treated as the lawyer’s client for conflict‑of‑interest purposes, which TWO of the following factors are especially important?
A) Whether the firm received confidential information from the parent related to the matter and whether the parent and subsidiary share overlapping functions and personnel
B) Whether the companies are in the same industry and have similar branding
C) Whether the parent’s stock is publicly traded and the subsidiary is privately held
D) Whether the parent and subsidiary are incorporated in the same state
A. Whether the firm received confidential information from the parent related to the matter and whether the parent and subsidiary share overlapping functions and personnel.
500
You (the McCarthys’ estate planning lawyer) just got off the phone with your partner, Gus Kenney, who told you he is representing Maureen Carr in a paternity suit against Hugh McCarthy. Now what? Does the firm have a conflict of interest under Rule 1.7? If so, is it consentable? If so, from whom would the firm need consent?
Yes, there is a conflict of interest under 1.7(a). It is consentable under 1.7(b). Consent from Hugh and Maureen. Possibly Joline if assets are shared 
500
Lawyer reported up per (b). CEO insists on fraud (certain harm). But lawyer was hired to investigate this fraud. Still report out?
A. Yes, full (c) power
B. No; 1.13(d) exception applies
C. Only to SEC
D. Yes, but only internally
Answer: B
Explanation: (d) carves out investigations/defenses; (b) duties continue, but no (c) disclosure.