Mark Hinderks of Stinson, LLP. Courtesy photo

Dear Ethics Lawyer

This column, written by Mark Hinderks, of Stinson LLP, focuses on ethics questions. The discussion here is based on the ABA Model Rules of Professional Conduct, but the Model Rules are often adopted in different and amended versions, and interpreted in different ways in various places. Always check the rules and authorities applicable in your relevant jurisdiction—the result may be completely different.

Question: Our firm currently represents two sophisticated commercial parties: client A on certain specialized tax credit matters and client B in environmental work concerning one of its manufacturing plants in a particular state. Our firm's engagement letter with each defines the scope of each engagement, then contains a paragraph providing for an advance waiver of conflicts that confirms the client's consent to our firm being adverse to the client in future matters that may arise if they are unrelated to the engagement described.

A and B now desire to enter into a transaction between themselves, by which A will sell B a barge for grain transport, unrelated to any work done by our firm for either party. A has already secured different counsel. May our firm advise and represent B in this transaction, relying on the advance waiver to be adverse to A? Are there any additional requirements or disclosures that must be made?