CHAPTER 1 the provisions of this Rule, and who is in good and regular standing,
Requirements “before admission to the bar” or for continuous
“practice of law”, etc.
What is practice of law?
• The Court ruled that the term “practice of law” implies customarily
or habitually holding oneself out to the public as a lawyer for
compensation as a source of livelihood or in consideration of his
services. The Court further ruled that holding one’s self out as a
lawyer may be shown by acts indicative of that purpose, such as
identifying oneself as attorney, appearing in court in
representation of a client, or associating oneself as a partner of
a law office for the general practice of law. - Atty. Noe-Lacsaman
v. Atty. Busmente, A.C. No. 7269 [2011]
• Any activity, in and out of court, that requires the application of
law, legal procedure, knowledge, training and experience.
Moreover, we ruled that to engage in the practice of law is to
perform those acts which are characteristics of the profession;
to practice law is to give notice or render any kind of service,
which device or service requires the use in any degree of legal
knowledge or skill. - Query of Atty. Silverio-Buffe, A.M. No. 08-6-
352-RTC [2009]
• The practice of law is not limited to the conduct of cases or
litigation in court; it embraces the preparation of pleadings and
other papers incident to actions and special proceedings, the
management of such actions and proceedings on behalf of clients
before judges and courts, and in addition, conveyancing.
• In general, all advice to clients, and all action taken for them in
matters connected with the law xxx. - Aguirre v. Rana, B. M. No.
1036. June 10, 2003
Who may practice law?
• Section 1, Rule 138 of the Rules of Court provides:
Who may practice law. – Any person heretofore duly admitted as a
member of the bar, or thereafter admitted as such in accordance with
is entitled to practice law.
Passing the bar exam is not enough
• A bar candidate does not acquire the right to practice law simply
by passing the bar examinations. The practice of law is a
privilege that can be withheld even from one who has passed the
bar examinations, if the person seeking admission had practiced
law without a license.
• True, respondent here passed the 2000 Bar Examinations and took
the lawyer’s oath. However, it is the signing in the Roll of
Attorneys that finally makes one a full-fledged lawyer. The fact
that respondent passed the bar examinations is immaterial. Passing
the bar is not the only qualification to become an attorn ey-at-law.
Respondent should know that two essential requisites for becoming
a lawyer still had to be performed, namely: his lawyer’s oath to be
administered by this Court and his signature in the Roll of
Attorneys. – Aguirre v. Rana, B. M. No. 1036. June 10, 2003
Signing of the Lawyer’s Oath is not equivalent to “taking the
oath”
• Respondent Abad should know that the circumstances which he
has narrated do not constitute his admission to the Philippine Bar
and the right to practice law thereafter. He should know that two
essential requisites for becoming a lawyer still had to be
performed, namely: his lawyer's oath to be administered by this
Court and his signature in the Roll of Attorneys. (Rule 138, Secs.
17 and 19, Rules of Court.) - Re: Elmo Abad, A. M. No. 139
[1983]
Whether or not a lawyer is entitled to exemption from payment of
his IBP dues during the time that he was inactive in the practice
of law
• Thus, payment of dues is a necessary consequence of
membership in the IBP, of which no one is exempt. This means
 that the compulsory nature of payment of dues subsists for as long
as one’s membership in the IBP remains regardless of the lack
of practice of, or the type of practice, the member is engaged
in.
• There is nothing in the law or rules which allows exemption from
payment of membership dues. At most, as correctly observed by
the IBP, he could have informed the Secretary of the Integrated
Bar of his intention to stay abroad before he left. In such case, his
membership in the IBP could have been terminated and his
obligation to pay dues could have been discontinued. - Letter of
Atty. Cecilio Y. Arevalo Jr. B.M. 1370 May 9, 2005
Is IBP membership fee a form of tax?
• For the court to prescribe dues to be paid by the members does not
mean that the Court is attempting to levy a tax.
• A membership fee in the Bar association is an exaction for
regulation, while tax purpose of a tax is a revenue. If the
judiciary has inherent power to regulate the Bar, it follows that as
an incident to regulation, it may impose a membership fee for that
purpose. It would not be possible to put on an integrated Bar
program without means to defray the expenses. The doctrine of
implied powers necessarily carries with it the power to impose
such exaction. - Letter of Atty. Cecilio Y. Arevalo Jr. B.M. 1370
May 9, 2005
There is no provision under the CPR which prohibits the
unauthorized practice of law
• CANON 9 - A lawyer shall not, directly or indirectly, assist in the
unauthorized practice of law.
• While a reading of Canon 9 appears to merely prohibit lawyers
from assisting in the unauthorized practice of law, the
unauthorized practice of law by the lawyer himself is
subsumed under this provision, because at the heart of Canon 9
is the lawyer's duty to prevent the unauthorized practice of law. -
Petition to sign in the Roll of Attorneys, Medado, B.M. No. 2540
[2013]
Examples of unauthorized practice of law
• In the cases where we found a party liable for the unauthorized
practice of law, the party was guilty of some overt act like:
1. signing court pleadings on behalf of his client;
2. appearing before court hearings as an attorney;
3. manifesting before the court that he will practice law despite
being previously denied admission to the bar; or
4. deliberately attempting to practice law and
5. holding out himself as an attorney through circulars with full
knowledge that he is not licensed to do so.
- Normatan & Pagayokan v. Balajadia, G.R. No. 169517 2006
Pre-law requirements
• Rule 138 Sec. 6. Pre-Law. - No applicant for admission to the bar
examination shall be admitted unless he presents a certificate that
he has satisfied the Secretary of Education that, before he began
the study of law, he had pursued and satisfactorily completed in
an authorized and recognized university or college, requiring
for admission thereto the completion of a four-year high school
course, the course of study prescribed therein for a bachelor's
degree in arts or sciences with any of the following subjects as
major or field of concentration: political science, logic, english,
spanish, history and economics.
Violation of Rule 138 section 6
• “[b]y utilizing the school records of his cousin and name-sake,
Juan M. Publico when, in actual fact, petitioner had not completed
Grade VI of his elementary schooling, much less, First and Second
Year High School.”
• For all the foregoing, we find and so hold that respondent falsified
his school records, by making it appear that he had finished or
completed Grade VI elementary and First and Second Year
 high school, when in truth and in fact he had not, thereby violating
the provisions of Sections 5 and 6, Rule 127 of the Rules of
Court, which require completion by a bar examinee or candidate of
the prescribed courses in elementary, high, pre-law and law school,
prior to his admission to the practice of law. - In re: Juan
Publico,Petition for Reinstatement in the Roll of Attorneys
February 20, 1981
Applicant should be ready to present evidence of good moral
character
• When applicants seek admission to the bar, they have placed their
character at issue. Therefore, the applicant bears the burden of
producing information proving good moral character. - Mitchell
Simon , Nick Smith and Nicole Negowetti
Grossly immoral act
• A grossly immoral act is one that is so corrupt and false as to
constitute a criminal act or so unprincipled or disgraceful as to be
reprehensible to a high degree. It is a willful, flagrant, or shameless
act which shows a moral indifference to the opinion of respectable
members of the community. - Figueroa v. Barranco, Jr. SBC Case
No. 519 1997
Is breach of promise to marry gross immorality?
 Respondent was prevented from taking the lawyer’s oath in 1971
because of the charges of gross immorality made by
complainant. To recapitulate, respondent bore an illegitimate child
with his sweetheart, Patricia Figueroa, who also claims that he did
not fulfill his promise to marry her after he passes the bar
examinations.
 We find that these facts do not constitute gross immorality
warranting the permanent exclusion of respondent from the legal
profession. His engaging in premarital sexual relations with
complainant and promises to marry suggests a doubtful moral
character on his part but the same does not constitute grossly
immoral conduct. The Court has held that to justify suspension or
disbarment the act complained of must not only be immoral, but
grossly immoral. - Figueroa v. Barranco, Jr. SBC Case No. 519
1997
Good moral character v. Rehabilitation
• When an applicant for admission to the bar has committed first-
degree murder, a crime that demonstrates an extreme lack of
good moral character, he must make an extraordinary showing of
present good moral character to establish that he or she is qualified
to be admitted to the practice of law xxx.
• To show rehabilitation, [one] must show that he has accepted
responsibility for his criminal conduct.
• Rehabilitation is a necessary, but not sufficient, ingredient of good
moral character of bar applicant who had been convicted of a
serious felony; applicant must establish his current good moral
character, independent of and in addition to, evidence of
rehabilitation. - In re: James Joseph Hamm 123 P.3d 652 [2005]
Rehabilitation is not enough
 Even assuming that [one] has established rehabilitation, showing
rehabilitation from criminal conduct does not, in itself, establish
good moral character.
 Rehabilitation is a necessary, but not sufficient, ingredient of good
moral character. An applicant must establish his current good
moral character, independent of and in addition to, evidence of
rehabilitation.
 Even assuming that he has established rehabilitation, showing
rehabilitation from criminal conduct does not, in itself,
establish good moral character. - In re: James Joseph Hamm 123
P.3d 652 [2005]
What is an “upright character” ?
• 'Upright character' is something more than an absence of bad
character. It means that he [an applicant for admission] must have
conducted himself as a man of upright character ordinarily would,
should, or does. Such character expresses itself not in negatives
 nor in following the line of least resistance, but quite often in the
will to do the unpleasant thing if it is right, and the resolve not to
do the pleasant thing if it is wrong. - In re: James Joseph Hamm
123 P.3d 652 [2005]
Past and Present moral character
• We also agree with Hamm that, under the Rule applicable to
Hamm's application, our concern must be with the applicant's
present moral character. In Greenberg, we explained that "it is
[the applicant's] moral character as of now with which we are
concerned." xxx Past misconduct, however, is not irrelevant.
Rather, this Court must determine what past bad acts reveal about
an applicant's current character. - In re: James Joseph Hamm 123
P.3d 652 [2005]
Effect of prior criminal conviction
• “Although a prior conviction is not conclusive of a lack of
present good moral character, ... it adds to his burden of
establishing present good character by requiring convincing
proof of his full and complete rehabilitation.”­ In re: James Joseph
Hamm 123 P.3d 652 [2005]
Can a lawyer-detainee practice law?
• As a matter of law, when a person indicted for an offense is
arrested, he is deemed placed under the custody of the law. He is
placed in actual restraint of liberty in jail so that he may be bound
to answer for the commission of the offense. He must be detained
in jail during the pendency of the case against him, unless he is
authorized by the court to be released on bail or on recognizance.
Let it be stressed that all prisoners whether under preventive
detention or serving final sentence can not practice their
profession nor engage in any business or occupation, or hold
office, elective or appointive, while in detention. This is a
necessary consequence of arrest and detention. – PP v. Hon.
Maceda and Javellana G.R. No. 89591-96 January 24, 2000
What is the effect of non-payment of IBP dues?
• Rule 139-A, Section 10 which provides that "default in the
payment of annual dues for six months shall warrant suspension
of membership in the Integrated Bar, and default in such payment
for one year shall be a ground for the removal of the name of the
delinquent member from the Roll of Attorneys.” - Santos, Jr. V.
Atty. Llamas A.C No. 4749 [2000]
Misrepresenting to the public and the courts that he had paid his
IBP dues
 By indicating "IBP-Rizal 259060" in his pleadings and thereby
misrepresenting to the public and the courts that he had paid
his IBP dues to the Rizal Chapter, respondent is guilty of violating
the Code of Professional Responsibility which provides:
 Rule 1.01 - A lawyer shall not engage in unlawful, dishonest,
immoral or deceitful conduct.
 CANON 7 - A LAWYER SHALL AT ALL TIMES UPHOLD
THE INTEGRITY AND DIGNITY OF THE LEGAL
PROFESSION, AND SUPPORT THE ACTIVITIES OF THE
INTEGRATED BAR.
 CANON 10 - A LAWYER OWES CANDOR, FAIRNESS AND
GOOD FAITH TO THE COURT.
 Rule 10.01 - A lawyer shall not do any falsehood, nor consent to
the doing of any court; nor shall he mislead or allow the court to be
misled by any artifice. - Santos, Jr. V. Atty. Llamas A.C No. 4749
[2000]
Is a “senior citizen” lawyer exempted from payment of ITR also
exempted from payment of IBP dues?
• While it is true that R.A. No. 7432, §4 grants senior citizens
"exemption from the payment of individual income taxes:
provided, that their annual taxable income does not exceed the
poverty level as determined by the National Economic and
Development Authority (NEDA) for that year," the exemption
 does not include payment of membership or association dues. -
Santos, Jr. V. Atty. Llamas A.C No. 4749 [2000]
Intent is necessary to be guilty of unauthorized practice of law
• In several cases, we have ruled that the unauthorized practice of
law by assuming to be an attorney and acting as such without
authority constitutes indirect contempt which is punishable by
fine or imprisonment or both. The liability for the unauthorized
practice of law under Section 3(e), Rule 71 of the Rules of Court is
in the nature of criminal contempt and the acts are punished
because they are an affront to the dignity and authority of the
court, and obstruct the orderly administration of justice. In
determining liability for criminal contempt, well-settled is the rule
that intent is a necessary element, and no one can be punished
unless the evidence makes it clear that he intended to commit
it. - Normatan & Pagayokan v. Balajadia, G.R. No. 169517 2006
Does giving up Philippine citizenship automatically result into lost
of membership in the Philippine bar?
• The Constitution provides that the practice of all professions in the
Philippines shall be limited to Filipino citizens save in cases
prescribed by law. Since Filipino citizenship is a requirement for
admission to the bar, loss thereof terminates membership in the
Philippine bar and, consequently, the privilege to engage in the
practice of law. In other words, the loss of Filipino citizenship
ipso jure terminates the privilege to practice law in the
Philippines. The practice of law is a privilege denied to foreigners.
- Petition for leave to resume practice of law,Dacanay B.M. No.
1678 December 17, 2007
May a lawyer who has lost his Filipino citizenship still practice law
in the Philippines?
• The Constitution provides that the practice of all professions in the
Philippines shall be limited to Filipino citizens save in cases
prescribed by law. Since Filipino citizenship is a requirement for
admission to the bar, loss thereof terminates membership in the
Philippine bar and, consequently, the privilege to engage in the
practice of law. In other words, the loss of Filipino citizenship ipso
jure terminates the privilege to practice law in the Philippines. The
practice of law is a privilege denied to foreigners. - Petition for
leave to resume practice of law,Dacanay B.M. No. 1678 December
17, 2007
Effect of reacquisition of Filipino citizenship
• A Filipino lawyer who becomes a citizen of another country and
later re-acquires his Philippine citizenship under R.A. No. 9225,
remains to be a member of the Philippine Bar. – Petition to
reacquire the privilege to practice law in the Philippines,
Muneses, B.M. 2112 [2012]
Requirements before one can resume practice of law after
reacquiring Filipino citizenship
• Before a lawyer who reacquires Filipino citizenship pursuant to
RA 9225 can resume his law practice, he must first secure from
this Court the authority to do so, conditioned on:
a) the updating and payment in full of the annual membership dues
in the IBP;
b) the payment of professional tax;
c) the completion of at least 36 credit hours of mandatory
continuing legal education; this is specially significant to refresh
the applicant/petitioner’s knowledge of Philippine laws and update
him of legal developments and
d) the retaking of the lawyer’s oath which will not only remind him
of his duties and responsibilities as a lawyer and as an officer of
the Court, but also renew his pledge to maintain allegiance to the
Republic of the Philippines. – Petition for leave to resume practice
of law, Dacanay B.M. No. 1678 December 17, 2007
What is the purpose for requiring the retaking of Lawyer’s Oath?
• The retaking of the lawyer’s oath which will not only remind
him of his duties and responsibilities as a lawyer and as an officer
of the Court, but also renew his pledge to maintain allegiance to
the Republic of the Philippines.
Citizenship requirement in order to practice law in the Philippines
• Constitution Art. 12 Section 14. xxx. The practice of all
professions in the Philippines shall be limited to Filipino citizens,
save in cases prescribed by law.
Requirements for all applicants for admission to the bar
• Section 2, Rule 138 (Attorneys and Admission to Bar) of the Rules
of Court:
Requirements for all applicants for admission to the bar. –
Every applicant for admission as a member of the bar must be
a citizen of the Philippines, at least twenty-one years of age,
of good moral character, and a resident of the Philippines;
and must produce before the Supreme Court satisfactory
evidence of good moral character, and that no charges
against him, involving moral turpitude, have been filed or are
pending in any court in the Philippines.
Continuing requirements to practice law
• The second requisite for the practice of law ― membership in
good standing ― is a continuing requirement. This means
continued membership and, concomitantly, payment of annual
membership dues in the IBP; payment of the annual professional
tax; compliance with the mandatory continuing legal education
requirement; faithful observance of the rules and ethics of the legal
profession and being continually subject to judicial disciplinary
control. -Petition for leave to resume practice of law,Dacanay
B.M. No. 1678 December 17, 2007
Phases of admission to the bar
• Moreover, admission to the bar involves various phases such as
furnishing satisfactory proof of educational, moral and other
qualifications; passing the bar examinations; taking the lawyer’s
oath and signing the roll of attorneys and receiving from the clerk
of court of this Court a certificate of the license to practice. -
Petition for leave to resume practice of law,Dacanay B.M. No.
1678 December 17, 2007
Can a successful examinee take his oath before any person allowed
by law to administer an oath?
• Rule 138 Sec. 17. Admission and oath of successful applicants. -
An applicant who has passed the required examination, or has been
otherwise found to be entitled to admission to the bar, shall take
and subscribe before the Supreme Court the corresponding oath
of office.
• Inasmuch as the oath as lawyer is a prerequisite to the practice of
law and may be taken only, before the Supreme Court, by those
authorized by the latter to engage in such practice xxx. – PP v. De
Luna, et. al. G.R. Nos. L-10236-48. January 31, 1958
Section 2. Section 41 of the Administrative Code of 1987 is hereby
amended to read as follows
Sec. 41. Officers Authorized to Administer Oath. - The following
officers have general authority to administer oaths:
• President;
• Vice-President;
• Members and Secretaries of both Houses of the Congress;
• Members of the Judiciary;
• Secretaries of Departments;
• provincial governors and lieutenant-governors;
• city mayors;
• municipal mayors;
• bureau directors;
• regional directors;
• clerks of courts;
• registrars of deeds;
• other civilian officers in the public service of the government
of the Philippines whose appointments are vested in the
 President and are subject to confirmation by the Commission
on Appointments;
• all other constitutional officers;
• and notaries public."
Duties of Attorneys
• Rule 138 section 20 - It is the duty of an attorney:
(a) To maintain allegiance to the Republic of the Philippines and to
support the Constitution and obey the laws of the Philippines;
(b) To observe and maintain the respect due to the courts of justice and
judicial officers;
(c) To counsel or maintain such actions or proceedings only as appear
to him to be just, and such defenses only as he believes to be honestly
debatable under the law;
(d) To employ, for the purpose of maintaining the causes confided to
him, such means only as are consistent with truth and honor, and never
seek to mislead the judge or any judicial officer by an artifice or false
statement of fact or law;
(e) To maintain inviolate the confidence, and at every peril to himself,
to preserve the secrets of his client, and to accept no compensation in
connection with his client's business except from him or with his
knowledge and approval;
(f) To abstain from all offensive personality and to advance no fact
prejudicial to the honor or reputation of a party or witness, unless
required by the justice of the cause with which he is charged;
(g) Not to encourage either the commencement or the continuance of
an action or proceeding, or delay any man's cause, from any corrupt
motive or interest;
(h) Never to reject, for any consideration personal to himself, the cause
of the defenseless or oppressed;
(i) In the defense of a person accused of crime, by all fair and
honorable means, regardless of his personal opinion as to the guilt of
the accused, to present every defense that the law permits, to the end
that no person may be deprived of life or liberty, but by due process of
law.
What is a lawyer’s proof of authority to practice of law?
• Rule 138 Sec. 18. Certificate. - The Supreme Court shall thereupon
admit the applicant as a member of the bar for all the courts of the
Philippines, and shall direct an order to be entered to that effect
upon its records, and that a certificate of such record be given to
him by the clerk of court, which certificate shall be his authority
to practice.
Failure to sign in the Roll of Attorneys
• Petitioner did not sign in the Roll of Attorneys for 32 years. What
he had signed at the entrance of the PICC was probably just an
attendance record.
• As Medado is not yet a full-fledged lawyer, we cannot suspend
him from the practice of law. However, we see it fit to impose
upon him a penalty akin to suspension by allowing him to sign in
the Roll of Attorneys one ( 1) year after receipt of this Resolution.
For his transgression of the prohibition against the unauthorized
practice of law, we likewise see it fit to fine him in the amount of
P32,000. – Petition to sign in the Roll of Attorneys, Medado, B.M.
No. 2540 [2013]
Certificate of Membership & Certificate of Membership in Good
Standing in IBP
• Certificate of Membership in the Integrated Bar of the
Philippines as well as a Certificate of Membership in Good
Standing with the Quezon City Chapter of the Integrated Bar of
the Philippines do not constitute his admission to the Philippine
Bar and the right to practice law thereafter. - Re: Elmo Abad,
A. M. No. 139 [1983]
Requirements after flunking the bar 3 times
• Sec. 16. Failing candidates to take review course. - Candidates
who have failed the bar examinations for three times shall be
disqualified from taking another examination unless they show to
the satisfaction of the court that they have enrolled in and passed
regular fourth year review classes as well as attended a pre-bar
review course in a recognized law school.

• Enrollment and completion of pre-bar review course is an
additional requirement under Rule 138 of the Rules of Court for
those who failed the bar examinations for three (3) or more times. -
In re: Purisima, B.M. Nos. 979 and 986 [2002]
The professors of the individual review subjects attended by the
candidates under this rule shall certify under oath that the candidates
have regularly attended classes and passed the subjects under the same
conditions as ordinary students and the ratings obtained by them in the
particular subject.
Authority to appear in behalf of a client
• Sec. 21. Authority of attorney to appear. - An attorney is
presumed to be properly authorized to represent any cause in
which he appears, and no written “power of attorney” is
required to authorize him to appear in court for his client, but
the presiding judge may, on motion of either party and on
reasonable grounds therefor being shown, require any attorney
who assumes the right to appear in a case to produce or prove
the authority under which he appears, and to disclose,
whenever pertinent to any issue, the name of the person who
employed him, and may thereupon make such order as justice
requires. An attorney wilfully appearing in court for a person
without being employed, unless by leave of the court, may be
punished for contempt as an officer of the court who has
misbehaved in his official transactions.
A “Counselor” is not an “Attorney”
• The title of "attorney" is reserved to those who, having obtained
the necessary degree in the study of law and successfully taken the
Bar Examinations, have been admitted to the Integrated Bar of the
Philippines and remain members thereof in good standing; and it is
they only who are authorized to practice law in this jurisdiction.
• His disinclination to use the title of "counselor" does not warrant
his use of the title of attorney. - Alawi v. Alauya, A.M. SDC-97-2-
P. February 24, 1997
Prohibited acts of an examinee
• Rule 138 Sec. 12. Committee of examiners. - Examinations shall
be conducted by a committee of bar examiners to be appointed by
the Supreme Court. This committee shall be composed of a Justice
of the Supreme Court, who shall act as chairman, and who shall be
designated by the court to serve for one year, and eight members of
the bar of the Philippines, who shall hold office for a period of one
year. The names of the members of this committee shall be
published in each volume of the official reports.
• Rule 138 Sec. 13. Disciplinary measures. - No candidate shall
endeavor to influence any member of the committee, and
during examination the candidates shall not communicate with
each other nor shall they give or receive any assistance. The
candidate who violates this provision, or any other provision of
this rule, shall be barred from the examination, and the same to
count as a failure against him, and further disciplinary action,
including permanent disqualification, may be taken in the
discretion of the court.
Can an “indefinite suspension” from the practice of law prohibit a
lawyer from filing a citizen or taxpayer suit?
• Petitioner Alan F. Paguia (petitioner), as citizen and taxpayer,
filed this original action for the writ of certiorari to invalidate
President Gloria Macapagal­Arroyo’s nomination of respondent
former Chief Justice Hilario G. Davide, Jr. (respondent Davide) as
Permanent Representative to the United Nations (UN) for violation
of Section 23 of Republic Act No. 7157 (RA 7157), the Philippine
Foreign Service Act of 1991.
• In their separate Comments, respondent Davide, the Office of the
President, and the Secretary of Foreign Affairs (respondents) raise
threshold issues against the petition. First, they question
 petitioner’s standing to bring this suit because of his indefinite filed, must be signed by the supervising attorney for and in
suspension from the practice of law. behalf of the legal clinic.

• An incapacity to bring legal actions peculiar to petitioner also • The phrase "direct supervision and control" requires no less
obtains. Petitioner’s suspension from the practice of law bars him than the physical presence of the supervising lawyer during the
from performing “any activity, in or out of court, which requires hearing.
the application of law, legal procedure, knowledge, training and
experience.” Certainly, preparing a petition raising carefully • Sec. 3. Privileged communications. — The Rules safeguarding
crafted arguments on equal protection grounds and employing privileged communications between attorney and client shall
highly legalistic rules of statutory construction to parse Section apply to similar communications made to or received by the
23 of RA 7157 falls within the proscribed conduct. - Paguia v. law student, acting for the legal clinic.
Office of the President, G.R. No. 176278 [2010]
• Sec. 4. Standards of conduct and supervision. — The law
CHAPTER 2
student shall comply with the standards of professional
Law Student Rule
conduct governing members of the Bar. Failure of an attorney
RULE 138-A
to provide adequate supervision of student practice may be a
LAW STUDENT PRACTICE RULE
ground for disciplinary action.
SC Circular No. 19, prom. Dec. 19, 1986
Rule 138 (RRC) Sec. 34
• SECTION 1. Conditions for Student Practice. — A law student
• Rule 138 (RRC) Sec. 34. By whom litigation conducted. - In the
who has successfully completed his 3rd year of the regular
court of a justice of the peace a party may conduct his
four-year prescribed law curriculum and is enrolled in a
litigation in person, with the aid of an agent or friend
recognized law school's clinical legal education program
appointed by him for that purpose, or with the aid of an
approved by the Supreme Court, may appear without
attorney.
compensation in any civil, criminal or administrative case
before any trial court, tribunal, board or officer, to present any
In any other court, a party may conduct his litigation personally
indigent clients accepted by the legal clinic of the law school.
or by aid of an attorney, and his appearance must be either
personal or by a duly authorized member of the bar.
• Sec. 2. Appearance. — The appearance of the law student
authorized by this rule, shall be under the direct supervision
Rule 138 section 34 does not apply in cases before the RTC
and control of a member of the Integrated Bar of the
• The Rules are clear. In municipal courts, the litigant may be
Philippines duly accredited by the law school. Any and all
assisted by a friend, agent, or an attorney. However, in cases
pleadings, motions, briefs, memoranda or other papers to be
before the regional trial court, the litigant must be aided by a
duly authorized member of the bar. The rule invoked by the
 Torcinos applies only to cases filed with the regional trial court
and not to cases before a municipal court. - Bulacan v. Torcino, BAR MATTER NO.730, June 13, 1997
G.R. No. L-44388 January 30, 1985 • For the guidance of the bench and bar, we hold that a law student
• But for the protection of the parties and in the interest of justice, appearing before the Regional Trial Court under Rule 138-A
the requirement for appearances in regional trial courts and should at all times be accompanied by a supervising lawyer.
higher courts is more stringent. – Bulacan v. Torcino, G.R. No.
L-44388 January 30, 1985 Law student can appear without supervision of a lawyer
• The rule, however, is different if the law student appears before an
inferior court, where the issues and procedure are relatively
Reconciling the 2 rules simple. In inferior courts, a law student may appear in his personal
• There is really no problem as to the application of Section 34 of capacity without the supervision of a lawyer.
Rule 138 and Rule 138-A. In the former, the appearance of a non- • Thus, a law student may appear before an inferior court as an
lawyer, as an agent or friend of a party litigant, is expressly agent or friend of a party without the supervision of a member
allowed, while the latter rule provides for conditions when a law of the bar.
student, not as an agent or a friend of a party litigant, may appear
before the courts. - Cruz v. Mina GR no. 154207 April 27, 2007
Caution when one act as his own attorney
• This provision means that in a litigation, parties may personally do
The phrase“In the court of a justice of the peace”means:
everything during its progress -- from its commencement to its
• The phrase “In the court of a justice of the peace” in Bar Matter
termination. When they, however, act as their own attorneys, they
No. 730 is subsequently changed to “In the court of a
are restricted to the same rules of evidence and procedure as
municipality” as it now appears in Section 34 of Rule 138, thus:
those qualified to practice law; otherwise, ignorance would be
• SEC. 34. By whom litigation is conducted. — In the Court of a
unjustifiably rewarded. Individuals have long been permitted to
municipality a party may conduct his litigation in person, with the
manage, prosecute and defend their own actions; and when they
aid of an agent or friend appointed by him for that purpose, or with
do so, they are not considered to be in the practice of law. "One
the aid of an attorney. In any other court, a party may conduct his
does not practice law by acting for himself any more than he
litigation personally or by aid of an attorney and his appearance
practices medicine by rendering first aid to himself.“ – Maderada
must be either personal or by a duly authorized member of the bar.
v. Judge Mediodea, A.M. No. MTJ-02-1459. October 14, 2003
- Cruz v. Mina GR no. 154207 April 27, 2007
Appearing as his own attorney is not “practice of law”
The term "Municipal Trial Courts" as used in these Rules shall
• Clearly, in appearing for herself, complainant was not customarily
include:
or habitually holding herself out to the public as a lawyer.
1. Metropolitan Trial Courts,
Neither was she demanding payment for such services. Hence, she
2. Municipal Trial Courts in Cities,
cannot be said to be in the practice of law. - Maderada v. Judge
3. Municipal Trial Courts, and
4. Municipal Circuit Trial Courts. Mediodea, A.M. No. MTJ-02-1459. October 14, 2003
- Cruz v. Mina GR no. 154207 April 27, 2007
• The law allows persons who are not lawyers by profession to
litigate their own case in court. The right of complainant to
litigate her case personally cannot be taken away from her. -
Maderada v. Judge Mediodea, A.M. No. MTJ-02-1459. October
14, 2003
UNAUTHORIZED PRACTICE OF LAW
• CANON 9 - A LAWYER SHALL NOT, DIRECTLY OR
INDIRECTLY, ASSIST IN THE UNAUTHORIZED
PRACTICE OF LAW.
• Rule 9.01 - A lawyer shall not delegate to any unqualified
person the performance of any task which by law may only be
performed by a member of the bar in good standing.
Threefold rationale behind the Law Student Practice Rule
• 1. to ensure that there will be no miscarriage of justice as a
result of incompetence or inexperience of law students, who, not
having as yet passed the test of professional competence, are
presumably not fully equipped to act a counsels on their own;
• 2. to provide a mechanism by which the accredited law school
clinic may be able to protect itself from any potential vicarious
liability arising from some culpable action by their law students;
and
• 3. to ensure consistency with the fundamental principle that no
person is allowed to practice a particular profession without
possessing the qualifications, particularly a license, as required by
law.
Presiding judge has no discretion
• The matter of allowing a law student to appear before the court
unaccompanied by a supervising lawyer cannot be left to the
discretion of the presiding judge. The rule clearly states that the
appearance of the law student shall be under the direct control
and supervision of a member of the Integrated Bar of the
Philippines duly accredited by law schools. The rule must be
strictly construed because public policy demands that legal work
should be entrusted only to those who possess tested qualifications,
are sworn to observe the rules and ethics of the legal profession
and subject to judicial disciplinary control. - BAR MATTER NO.
730 June 13, 1997
Appearance of a law student in inferior courts does not require
supervision of lawyer
• For relatively simple litigation before municipal courts, the Rules
still allow a more educated or capable person in behalf of a
litigant who cannot get a lawyer. - Bulacan v. Torcino, G.R. No. L-
44388 January 30, 1985
• The rule, however, is different if the law student appears before
an inferior court, where the issues and procedure are relatively
simple. In inferior courts, a law student may appear in his
personal capacity without the supervision of a lawyer. - BAR
MATTER NO. 730 June 13, 1997
• A law student may appear before an inferior court as an agent or
friend of a party without the supervision of a member of the
bar. - BAR MATTER NO. 730 June 13, 1997
The respondent alleges that the complaint is irregular as it was
signed not by the plaintiff but by one who was not a member of the
bar and who designated himself merely as "Friend counsel for the
Plaintiff." The appellants argue that the municipal court did not
acquire jurisdiction over the case.
• They invoke Section 5, Rule 7 which states that [SEC. 5. Signature
and address] [e]very pleading of a party represented by an attorney
shall be signed by at least one attorney of record in his
individual name, whose address shall be stated. A party who is not
represented by an attorney shall sign his pleading and state his
address.
• DECIDE.

Held:
• Under the facts of this case, however, the applicable provision is
Section 34, Rule 138 of the Rules of Court which states:
• SEC. 34. By whom litigation is conducted. In the Court of a
municipality a party may conduct his litigation in person with the
aid of an agent or friend appointed by him for that purpose, or
with the aid of an attorney. In any other court, a party may conduct
his litigation personally or by aid of an attorney and his appearance
must be either personal or by a duly authorized member of the bar.
- Bulacan v. Torcino, G.R. No. L-44388 January 30, 1985
Supervising lawyer should be the one to sign the pleadings
 Rule 7 (RRC) Section 3. Signature and address. — Every
pleading must be signed by the party or counsel representing
him, stating in either case his address which should not be a post
office box.
Signing amounts to certification of lawyer
 Rule 7 (RRC) Section 3. xxx The signature of counsel constitutes a
certificate by him that he has read the pleading; that to the best of
his knowledge, information, and belief there is good ground to
support it; and that it is not interposed for delay.
Effect of unsigned pleadings
 Rule 7 (RRC) Section 3. An unsigned pleading produces no legal
effect. However, the court may, in its discretion, allow such
deficiency to be remedied if it shall appear that the same was due
to mere inadvertence and not intended for delay. Counsel who
deliberately files an unsigned pleading,xxx, shall be subject to
appropriate disciplinary action.
Can a third year law student appear as private prosecutor in a
criminal case and within the jurisdiction of the inferior court?
 The petitioner, describing himself as a third year law student,
justifies his appearance as private prosecutor on the bases of
Section 34 of Rule 138 of the Rules of Court.
 The petitioner furthermore avers that his appearance was with the
prior conformity of the public prosecutor and a written authority
of Mariano Cruz appointing him to be his agent in the prosecution
of the said criminal case.
 The MeTC denied permission for petitioner to appear as private
prosecutor on the ground that Circular No. 19 (1997) governing
limited law student practice in conjunction with Rule 138-A of
the Rules of Court (Law Student Practice Rule) should take
precedence over the ruling of the Court laid down in
Cantimbuhan (1983).
Held:
• Petitioner expressly anchored his appearance on Section 34 of Rule
138. The court a quo must have been confused by the fact that
petitioner referred to himself as a law student in his entry of
appearance. Rule 138-A should not have been used by the
courts a quo in denying permission to act as private prosecutor
against petitioner for the simple reason that Rule 138-A is not the
basis for the petitioner’s appearance.
• Section 34, Rule 138 is clear that appearance before the inferior
courts by a non-lawyer is allowed, irrespective of whether or not
he is a law student. As succinctly clarified in Bar Matter No. 730,
by virtue of Section 34, Rule 138, a law student may appear, as
an agent or a friend of a party litigant, without the supervision
of a lawyer before inferior courts. - Cruz v. Mina GR no. 154207
April 27, 2007
Fiscal’s role when there is a private prosecutor
• The permission of the fiscal is not necessary for one to enter his
appearance as private prosecutor. In the first place, the law does
not impose this condition. What the fiscal can do, if he wants to
handle the case personally is to disallow the private prosecutor's
 participation, whether he be a lawyer or not, in the trial of the
case. On the other hand, if the fiscal desires the active participation
of the private prosecutor, he can just manifest to the court that the
private prosecutor, with its approval, will conduct the prosecution
of the case under his supervision and control. – Cantimbuhan v.
Hon. Cruz, Jr., G.R. No. L-51813-14 November 29, 1983
Sections 4 and 15, Rule 110 of the Rules of Court
• SEC. 4. Who must prosecute criminal actions. — All criminal
actions either commenced by complaint or by information shall
be prosecuted under the direction and control of the fiscal.
• xxx xxx xxx
• SEC. 15. Intervention of the offended party in criminal action.
— Unless the offended party has waived the civil action or
expressly reserved the right to institute it separately from the
criminal action, and subject to the provisions of section 4
hereof, he may intervene, personally or by attorney, in the
prosecution of the offense.
CHAPTER 3
Solicitation of legal services
Code of Professional Responsibility
• CANON 2 - A LAWYER SHALL MAKE HIS LEGAL
SERVICES AVAILABLE IN AN EFFICIENT AND
CONVENIENT MANNER COMPATIBLE WITH THE
INDEPENDENCE, INTEGRITY AND EFFECTIVENESS OF
THE PROFESSION.
• Rule 2.01 - A lawyer shall not reject, except for valid reasons, the
cause of the defenseless or the oppressed.
• Rule 2.02 - In such cases, even if the lawyer does not accept a
case, he shall not refuse to render legal advice to the person
concerned if only to the extent necessary to safeguard the latter's
rights.
• Rule 2.03 - A lawyer shall not do or permit to be done any act
designed primarily to solicit legal business.
• Rule 2.04 - A lawyer shall not charge rates lower than those
customarily prescribed unless the circumstances so warrant.
CANON 3 - A LAWYER IN MAKING KNOWN HIS LEGAL
SERVICES SHALL USE ONLY TRUE, HONEST, FAIR,
DIGNIFIED AND OBJECTIVE INFORMATION OR STATEMENT
OF FACTS.
• Rule 3.01 - A lawyer shall not use or permit the use of any false,
fraudulent, misleading, deceptive, undignified, self-laudatory or
unfair statement or claim regarding his qualifications or legal
services.
• Rule 3.02 - In the choice of a firm name, no false, misleading or
assumed name shall be used. The continued use of the name of a
deceased partner is permissible provided that the firm indicates in
all its communications that said partner is deceased.
• Rule 3.03 - Where a partner accepts public office, he shall
withdraw from the firm and his name shall be dropped from the
firm name unless the law allows him to practice law currently.
• Rule 3.04 - A lawyer shall not pay or give anything of value to
representatives of the mass media in anticipation of, or in return for
publicity to attract legal business.
Rule 138
• Sec. 27. Attorneys removed or suspended by Supreme Court on
what grounds. - A member of the bar may be removed or
suspended from his office as attorney by the Supreme Court for
any deceit, malpractice, or other gross misconduct in such office,
 grossly immoral conduct, or by reason of his conviction of a crime
involving moral turpitude, or for any violation of the oath which he
is required to take before admission to practice, or for a wilfull
disobedience of any lawful order of a superior court, or for
corruptly or wilfully appearing as an attorney for a party to a case
without authority so to do. The practice of soliciting cases at law
for the purpose of gain, either personally or through paid
agents or brokers, constitutes malpractice.
Rule 2.03 should be read in connection with Rule 1.03 of the CPR
• Rule 2.03 - A lawyer shall not do or permit to be done any act
designed primarily to solicit legal business.
• RULE 1.03. A LAWYER SHALL NOT, FOR ANY CORRUPT
MOTIVE OR INTEREST, ENCOURAGE ANY SUIT OR
PROCEEDING OR DELAY ANY MAN’S CAUSE.
• This rule proscribes “ambulance chasing” (the solicitation of
almost any kind of legal business by an attorney, personally or
through an agent in order to gain employment) as a measure to
protect the community from barratry and champerty. -
Linsangan v. Atty. Tolentino, A.C. No. 6672, September 4, 2009
Do not “pirate” a client
• CANON 8 - A LAWYER SHALL CONDUCT HIMSELF WITH
COURTESY, FAIRNESS AND CANDOR TOWARDS HIS
PROFESSIONAL COLLEAGUES, AND SHALL AVOID
HARASSING TACTICS AGAINST OPPOSING COUNSEL.
• Rule 8.02 - A lawyer shall not, directly or indirectly, encroach
upon the professional employment of another lawyer, however, it
is the right of any lawyer, without fear or favor, to give proper
advice and assistance to those seeking relief against unfaithful or
neglectful counsel.
The following elements distinguish the legal profession from a
business:
1. A duty of public service, of which the emolument is a by-
product, and in which one may attain the highest eminence
without making much money;
2. A relation as an “officer of the court” to the administration of
justice involving thorough sincerity, integrity and reliability;
3. A relation to clients in the highest degree of fiduciary;
4. A relation to colleagues at the bar characterized by candor,
fairness, and unwillingness to resort to current business
methods of advertising and encroachment on their practice, or
dealing directly with their clients.
- Atty. Khan Jr. v. Atty. Simbillo, A.C. No. 5299, August 19,
2003
General rule
• Hence, lawyers are prohibited from soliciting cases for the purpose
of gain, either personally or through paid agents or brokers.
Such actuation constitutes malpractice, a ground for disbarment. -
Linsangan v. Atty. Tolentino, A.C. No. 6672, September 4, 2009
• “Solicitation or obtaining of professional employment by any
means of communication." - Geffen v. Moss, 53 Cal.App.3d 215,
125 Cal.Rptr. 687 [1975]
Solicitation or Ambulance chasing
• We need not labor the point that solicitation or ambulance
chasing, so-called, either directly or indirectly through the services
of runners or others, is conduct which is reprehensible and
inimicable to the traditions and best interests of the legal
profession. Not only does it provoke derision and disrespect in the
eyes of the public, but it is an overreaching of the other members
of the profession who adhere to the standards fixed by canons of
ethics and the dictates of good conscience. To permit such
conduct to continue undeterred could only result in unsavory
competitions and consequences materially detrimental to the
dignity and honor of the legal profession as a whole. - In re
Krasner 204 N.E.2d 10 (1965)
Ambulance chasing
• This rule proscribes “ambulance chasing” (the solicitation of
almost any kind of legal business by an attorney, personally or
through an agent in order to gain employment) as a measure to
protect the community from barratry and champerty. - Linsangan
v. Atty. Tolentino, A.C. No. 6672, September 4, 2009
Champertous contract
• Champerty n. an agreement between the party suing in a lawsuit
(plaintiff) and another person, usually an attorney, who agrees to
finance and carry the lawsuit in return for a percentage of the
recovery (money won and paid.) In Common Law this was illegal
on the theory that it encouraged lawsuits.
Contingent fee is valid
• Contingent fee contracts are permitted in this jurisdiction because
they redound to the benefit of the poor client and the lawyer
"especially in cases where the client has meritorious cause of
action, but no means with which to pay for legal services unless
he can, with the sanction of law, make a contract for a contingent
fee to be paid out of the proceeds of litigation. Oftentimes, the
contingent fee arrangement is the only means by which the poor
clients can have their rights vindicated and upheld."
• As long as the lawyer does not exert undue influence on his
client, that no fraud is committed or imposition applied, or that
the compensation is clearly not excessive as to amount to
extortion, a contract for contingent fee is valid and enforceable. –
Fabillo v. IAC G.R. No. L-68838 March 11, 1991
Acceptance fee
• An acceptance fee is not a contingent fee, but is an absolute fee
arrangement which entitles a lawyer to get paid for his efforts
regardless of the outcome of the litigation. - Yu v. Bondal, A.C. No.
5534, January 17, 2005
• Touters - someone who advertises for customers in an especially
brazen way.
• Common barratry consisting of frequently stirring up suits and
quarrels between individuals.
Only way to announce legal service
• For this reason, lawyers are only allowed to announce their
services by publication in reputable law lists or use of simple
professional cards. - Linsangan v. Atty. Tolentino, A.C. No. 6672,
September 4, 2009
• Nonetheless, the solicitation of legal business is not altogether
proscribed. However, for solicitation to be proper, it must be
compatible with the dignity of the legal profession. If it is made
in a modest and decorous manner, it would bring no injury to the
lawyer and to the bar. - Atty. Khan Jr. v. Atty. Simbillo, A.C. No.
5299, August 19, 2003
• For this reason, lawyers are only allowed to announce their
services by publication in reputable law lists or use of simple
professional cards.Linsangan v. Atty. Tolentino, A.C. No. 6672,
September 4, 2009
• Professional calling cards may only contain the following details:
1. lawyer’s name;
2. name of the law firm with which he is connected;
3. address;
4. telephone number and
5. special branch of law practiced.
- Linsangan v. Atty. Tolentino, A.C. No. 6672, September 4,
2009
Brief biographical and informative data
• Such data must not be misleading and may include only the
following:
1. a statement of the lawyer’s name and the names of his
professional associates;
2. addresses, telephone numbers, cable addresses;
3. branches of law practiced;
 4. date and place of birth and admission to the bar;
5. schools attended with dates of graduation, degrees and other
educational distinctions;
6. public or quasi-public offices;
7. posts of honor;
8. legal authorships;
9. legal teaching positions;
10. membership and offices in bar associations and committees
thereof, in legal and scientific societies and legal fraternities;
11. the fact of listings in other reputable law lists;
12. the names and addresses of references; and,
13. with their written consent, the names of clients regularly
represented.
- Atty. Khan Jr. v. Atty. Simbillo, A.C. No. 5299, August 19,
2003
Acceptable law list publication
• The law list must be a reputable law list published primarily for
that purpose; it cannot be a mere supplemental feature of a paper,
magazine, trade journal or periodical which is published
principally for other purposes. For that reason, a lawyer may not
properly publish his brief biographical and informative data in a
daily paper, magazine, trade journal or society program. Nor may a
lawyer permit his name to be published in a law list the conduct,
management, or contents of which are calculated or likely to
deceive or injure the public or the bar, or to lower dignity or
standing of the profession. - Atty. Khan Jr. v. Atty. Simbillo, A.C.
No. 5299, August 19, 2003
Acceptable publication
• The use of an ordinary simple professional card is also permitted.
The card may contain only a statement of his name, the name of
the law firm which he is connected with, address, telephone
number and special branch of law practiced. The publication of a
simple announcement of the opening of a law firm or of
changes in the partnership, associates, firm name or office
address, being for the convenience of the profession, is not
objectionable. - Atty. Khan Jr. v. Atty. Simbillo, A.C. No. 5299,
August 19, 2003
Telephone directory
• He may likewise have his name listed in a telephone directory but
not under a designation of special branch of law. - Atty. Khan
Jr. v. Atty. Simbillo, A.C. No. 5299, August 19, 2003
Whether or not the firm of Velasquez, Rodriguez, Respicio,
Ramos, Nidea, and Prado may call itself “A law Firm Of St.
Thomas More and Associate Members”
• We agree with the OBC. Rule 3.02 is clear. No name not
belonging to any of the partners or associates may be used in
the firm name for any purpose. In one case, we have ruled that
the use of the firm name of a foreign law firm is unethical
because that firm is not authorized to practice law in this
jurisdiction. In this case, “The Law Firm of St. Thomas More and
Associate Members” is not a law firm in this jurisdiction or even in
any other jurisdiction. A “St. Thomas More and Associates” or
STMA is in fact the socio-political ministry or the couples for
Christ, a Christian family-renewal community. - PP v. Gonzalez,
Jr., G.R. No. 139542 June 10, 2003
• To appellate to the name of the lawyers “The Law Firm of St.
Thomas More and Associate Members” indeed appears
misleading. It implies that St. Thomas More is a Law Firm
when in fact it is not it would also convey to the public the
impression that the lawyers are members of the law firm which
does not exist. To the public, it would seem that the purpose or
intention of adding “The Law Firm of St. Thomas More and
Associates Members” is to bask in the name of a Saint, although
that may not really, be the purpose or intention of the lawyers. The
appellation only tends to confuse the public and in a way
demean both the saints and the legal profession whose members
must depend on their own name and record and merit and not on
the name/glory of other persons living or dead. – PP v. Gonzalez,
Jr., G.R. No. 139542 June 10, 2003
Philippine Daily Inquirer, which reads:

“ANNULMENT OF MARRIAGE Specialist 532­4333/521­2667.”

- Atty. Khan Jr. v. Atty. Simbillo, A.C. No. 5299, August 19, 2003

• Thus, the use of simple signs stating the name or names of the
lawyers, the office and residence address and fields of practice, as
well as advertisement in legal periodicals bearing the same brief
data, are permissible. Even the use of calling cards is now
acceptable. Publication in reputable law lists, in a manner
consistent with the standards of conduct imposed by the canon, of
brief biographical and informative data is likewise allowable. -
Atty. Khan Jr. v. Atty. Simbillo, A.C. No. 5299, August 19, 2003

Calling card of Atty. Tolentino

• Complainant alleged that respondent, with the help of paralegal Fe

Marie Labiano, convinced his clients to transfer legal
representation. Respondent promised them financial assistance and
expeditious collection on their claims. To induce them to hire his
services, he persistently called them and sent them text messages.

• To support his allegations, complainant presented the sworn

affidavit of James Gregorio attesting that Labiano tried to prevail
upon him to sever his lawyer-client relations with complainant and
utilize respondent’s services instead, in exchange for a loan of
P50,000.
• Moreover, by engaging in a money-lending venture with his clients
as borrowers, respondent violated Rule 16.04:
• Rule 16.04 – A lawyer shall not borrow money from his client
unless the client’s interests are fully protected by the nature of
the case or by independent advice. Neither shall a lawyer lend
money to a client except, when in the interest of justice, he has
to advance necessary expenses in a legal matter he is handling
for the client. - Linsangan v. Atty. Tolentino, A.C. No. 6672,
September 4, 2009
• The rule is that a lawyer shall not lend money to his client. The
only exception is, when in the interest of justice, he has to advance
necessary expenses (such as filing fees, stenographer’s fees for
transcript of stenographic notes, cash bond or premium for surety
bond, etc.) for a matter that he is handling for the client.
• The rule is intended to safeguard the lawyer’s independence of
mind so that the free exercise of his judgment may not be
adversely affected. It seeks to ensure his undivided attention to the
case he is handling as well as his entire devotion and fidelity to the
client’s cause. - Linsangan v. Atty. Tolentino, A.C. No. 6672,
September 4, 2009
Lending money to client
• If the lawyer lends money to the client in connection with the
client’s case, the lawyer in effect acquires an interest in the subject
matter of the case or an additional stake in its outcome. Either of
these circumstances may lead the lawyer to consider his own
recovery rather than that of his client, or to accept a settlement
which may take care of his interest in the verdict to the prejudice
of the client in violation of his duty of undivided fidelity to the
client’s cause. - Linsangan v. Atty. Tolentino, A.C. No. 6672,
September 4, 2009
Uninformative fact
• Somewhat more troubling is appellant's listing, in large capital
letters, that he was a member of the Bar of the Supreme Court of
the United States. The emphasis of this relatively uninformative
fact is at least bad taste. - In re: R.M.J. 455 U.S. 191 [1982]
Including a government lawyer in a business card
• Thus, while he may not be actually and directly employed with the
firm, the fact that his name appears on the calling card as a partner
in the Baligod, Gatdula, Tacardon, Dimailig & Celera Law Offices
give the impression that he is connected therein and may constitute
an act of solicitation and private practice which is declared
unlawful under Republic Act No. 6713. - Samonte v. Atty.
Gatdula A.M. No. P-99-1292 [1999]
A verified complaint, sought to enjoin Juan G. Collas, Jr. and nine
other lawyers from practicing law under the name of Baker &
McKenzie, a law firm organized in Illinois
• We hold that Baker & McKenzie, being an alien law firm, cannot
practice law in the Philippines (Sec. 1, Rule 138, Rules of Court).
As admitted by the respondents in their memorandum, Baker &
McKenzie is a professional partnership organized in 1949 in
Chicago, Illinois with members and associates in 30 cities around
the world. Respondents, aside from being members of the
Philippine bar, practicing under the firm name of Guerrero &
Torres, are members or associates of Baker &Mckenzie. -
Dacanay v. Baker & McKenzie, et. al. Adm. Case No. 2131
[1985]
• As pointed out by the Solicitor General, respondents' use of the
firm name Baker & McKenzie constitutes a representation that
being associated with the firm they could "render legal services of
the highest quality to multinational business enterprises and others
engaged in foreign trade and investment“. This is unethical
because Baker & McKenzie is not authorized to practice law here.
- Dacanay v. Baker & McKenzie, et. al. Adm. Case No. 2131
[1985]
Director of Religious Affairs v. Bayot, A.C. No. L-1117, March 20,
1944
• Sunday Tribune of June 13, 1943, which reads as follows:
Marriage license promptly secured thru our assistance & the
annoyance of delay or publicity avoided if desired, and
marriage arranged to wishes of parties. Consultation on any
matter free for the poor. Everything confidential.
Legal assistance service
12 Escolta, Manila, Room, 105
Tel. 2-41-60.
Admonition to a young lawyer
• "The most worth and effective advertisement possible, even for a
young lawyer, . . . is the establishment of a well-merited reputation
for professional capacity and fidelity to trust. This cannot be forced
but must be the outcome of character and conduct.“ - Director of
Religious Affairs v. Bayot, A.C. No. L-1117, March 20, 1944
Unacceptable advertisement
LUIS B. TAGORDA
Attorney
Notary Public
CANDIDATE FOR THIRD MEMBER
Province of Isabela
(NOTE. — As notary public, he can execute for you a deed of sale for
the purchase of land as required by the cadastral office; can renew lost
documents of your animals; can make your application and final
requisites for your homestead; and can execute any kind of affidavit.
As a lawyer, he can help you collect your loans although long overdue,
as well as any complaint for or against you. Come or write to him in
his town, Echague, Isabela. He offers free consultation, and is willing
to help and serve the poor.)
Volunteer [legal] advice is malpractice
• It is unprofessional for a lawyer to volunteer advice to bring a
lawsuit, except in rare cases where ties of blood, relationship or
trust make it his duty to do so. Stirring up strife and litigation is
not only unprofessional, but it is indictable at common law. -
Canons of Professionals Ethics adopted by the American Bar
Association in 1908 and by the Philippine Bar Association in
1917. Canons 27 and 28 of the Code of Ethics - In re: Tagorda, 53
Phil. 37 (1929)
Your best advertisement as a lawyer
• We repeat, the canon of the profession tell us that the best
advertising possible for a lawyer is a well-merited reputation for
professional capacity and fidelity to trust, which must be earned
as the outcome of character and conduct.
• Good and efficient service to a client as well as to the community
has a way of publicizing itself and catching public attention. That
publicity is a normal by-product of effective service which is right
and proper. A good and reputable lawyer needs no artificial
stimulus to generate it and to magnify his success. He easily sees
the difference between a normal by-product of able service and the
unwholesome result of propaganda. - Ulep vs. Legal Clinic 223
SCRA 378
Prohibited advertisement or solicitation In re: Tagorda, 53 Phil.
37 (1929)
• But solicitation of business by circulars or advertisements, or by
personal communications or interview not warranted by personal
relations,is unprofessional.
• It is equally unprofessional to procure business by indirection
through toutersof any kind, whether allied real estate firms or
trust companies advertising to secure the drawing of deeds or wills
or offering retainers in exchange for executorships or trusteeships
to be influenced by the lawyer.
• Indirect advertisement for business by furnishing or inspiring
newspaper comments concerning the manner of their conduct, the
magnitude of the interest involved, the importance of the lawyer's
position, and all other like self-laudation, defy the traditions and
lower the tone of our high calling, and are intolerable.
Best mode of advertisement
• The most worthy and effective advertisement possible, even for a
young lawyer, and especially with his brother lawyers, is the
establishment of a well-merited reputation for professional
capacity and fidelity to trust. This cannot be forced, but must be
the outcome of character and conduct. - In re: Tagorda, 53 Phil.
37 (1929)
Law firm with a foreign lawyer as partner
• In the year 1904 he made an arrangement with the defendant Ney,
a practicing attorney, to carry on business together, sending out a
circular signed "Ney & Bosque," stating that they had
established an office for the general practice of law in all the courts
of the Islands and that Bosque would devote himself especially to
consultation and office work relating to Spanish law. The paper
was headed "Law Office - Ney & Bosque. Juan G. Bosque,
jurisconsultoespañol - C.W. Ney, abogadoamericano."
• Since that time the defendant Bosque has not personally appeared
in the courts, and with one exception, occuring through an
inadvertance, papers from the office were signed not with the firm
name alone nor with any designation of the firm as attorneys, but
with the words "Ney & Bosque - C.W. Ney, abogado.“ - U.S. vs.
Ney and Bosque, 8 Phil. 146 (1907)
• Moreover the firm circular in setting forth the establishment of an
office for the general practice of law in all the courts of the Islands,
amounted to an assertion of his right and purpose, not effectively
qualified by the addition that he would devote himself to
consultation and office work relating to Spanish law.
• Rule 3.01 - A lawyer shall not use or permit the use of any false,
fraudulent, misleading, deceptive, undignified, self-laudatory or
unfair statement or claim regarding his qualifications or legal
services.
Rule 3.02 - In the choice of a firm name, no false, misleading or
assumed name shall be used. Xxx.
CHAPTER 4
Attorney’s fees and Compensation for legal services
CANON 20 - A LAWYER SHALL CHARGE ONLY FAIR AND
REASONABLE FEES.
 Rule 20.01 - A lawyer shall be guided by the following factors in
determining his fees:
 (a) the time spent and the extent of the service rendered or
required;
 (b) the novelty and difficulty of the questions involved;
 (c) The importance of the subject matter;
 (d) The skill demanded;
 (e) The probability of losing other employment as a result of
acceptance of the proffered case;
 (f) The customary charges for similar services and the schedule of
fees of the IBP chapter to which he belongs;
 (g) The amount involved in the controversy and the benefits
resulting to the client from the service;
 (h) The contingency or certainty of compensation;
 (i) The character of the employment, whether occasional or and commensurate with the services rendered, but also to maintain
established; and the dignity and integrity of the legal profession to which he
 (j) The professional standing of the lawyer. belongs. – Rayos v. Atty. Hernandez, G.R. No. 169079, February
12, 2007
 Rule 20.02 - A lawyer shall, in case of referral, with the consent of
Collection suit should be the last resort
the client, be entitled to a division of fees in proportion to the
work performed and responsibility assumed.  Rule 20.4 of the Code of Professional Responsibility advises
 Rule 20.03 - A lawyer shall not, without the full knowledge and lawyers to avoid controversies with clients concerning their
compensation and to resort to judicial action only to prevent
consent of the client, accept any fee, reward, costs, commission,
imposition, injustice or fraud. Suits to collect fees should be
interest, rebate or forwarding allowance or other compensation
avoided and should be filed only when circumstances force
whatsoever related to his professional employment from anyone
lawyers to resort to it. - Pineda v. Atty. De Jesus, et. al. G.R. No.
other than the client.
155224 August 23, 2006
 Rule 20.04 - A lawyer shall avoid controversies with clients
Rule 138
concerning his compensation and shall resort to judicial action
 Sec. 24. Compensation of attorneys; agreement as to fees. - An
only to prevent imposition, injustice or fraud.
attorney shall be 0entitled to have and recover from his client no
more than a reasonable compensation for his services, with a
Bases for just compensation
view:
 With his capital consisting of his brains and with his skill
1) to the importance of the subject matter of the controversy,
acquired at tremendous cost not only in money but in
2) the extent of the services rendered, and
expenditure of time and energy, he is entitled to the protection of 3) the professional standing of the attorney.
any judicial tribunal against any attempt on the part of his client to
escape payment of his just compensation.– Masmud v. NLRC,  No court shall be bound by the opinion of attorneys as expert
G.R. No. 183385, February 13, 2009
witnesses as to the proper compensation, but may disregard such
testimony and base its conclusion on its own professional
Professional fee is subject to court’s regulatory power
knowledge. A written contract for services shall control the
 Upon taking his attorney’s oath as an officer of the court, a
amount to be paid therefor unless found by the court to be
lawyer submits himself to the authority of the courts to regulate
unconscionable or unreasonable.
his right to charge professional fees. –Rayos v. Atty. Hernandez,
G.R. No. 169079, February 12, 2007  Section 25, Rule 138 of the Rules of Court:
Reasons why lawyer’s compensation is subject to the supervision
 SEC. 25. Unlawful retention of client’s funds; contempt — When
of the court
an attorney unjustly retains in his hands money of his client
 It follows that a lawyer’s compensation for professional services after it has been demanded he may be punished for contempt as
rendered is subject to the supervision of the court, not just to an officer of the Court who has misbehaved in his official
guarantee that the fees he charges and receives remain reasonable
 transactions; but proceedings under this section shall not be a bar
to a criminal prosecution.
Rule on division of legal fees
 Rule 9.02 - A lawyer shall not divide or stipulate to divide a fee
for legal services with persons not licensed to practice law,
except:
 (a) Where there is a pre-existing agreement with a partner or
associate that, upon the latter's death, money shall be paid over a
reasonable period of time to his estate or to persons specified in the
agreement; or
 (b) Where a lawyer undertakes to complete unfinished legal
business of a deceased lawyer; or
 (c) Where a lawyer or law firm includes non-lawyer employees in
a retirement plan even if the plan is based in whole or in part, on a
profit sharing agreement.
CANON 16 - A LAWYER SHALL HOLD IN TRUST ALL
MONEYS AND PROPERTIES OF HIS CLIENT THAT MAY
COME INTO HIS PROFESSION.
 Rule 16.01 - A lawyer shall account for all money or property
collected or received for or from the client.
 Rule 16.02 - A lawyer shall keep the funds of each client separate
and apart from his own and those of others kept by him.
 Rule 16.03 - A lawyer shall deliver the funds and property of his
client when due or upon demand. However, he shall have a lien
over the funds and may apply so much thereof as may be necessary
to satisfy his lawful fees and disbursements, giving notice
promptly thereafter to his client. He shall also have a lien to the
same extent on all judgments and executions he has secured for his
client as provided for in the Rules of Court.
 Rule 16.04 - A lawyer shall not borrow money from his client
unless the client's interest are fully protected by the nature of the
case or by independent advice. Neither shall a lawyer lend money
to a client except, when in the interest of justice, he has to advance
necessary expenses in a legal matter he is handling for the client.
 This rule is intended to prevent the lawyer from taking
advantage of his influence over the client. – Junio v. Atty.
Grupo, A.C. No. 5020, December 18, 2001
Non-payment of loan is a violation of PCR not misappropriation
or embezzlement
 Respondent’s liability is thus not for misappropriation or
embezzlement but for violation of Rule 16.04 of the Code of
Professional Responsibility which forbids lawyers from
borrowing money from their clients unless the latter’s interests
are protected by the nature of the case or by independent
advice. In this case, respondent’s liability is compounded by the
fact that not only did he not give any security for the payment of
the amount loaned to him but that he has also refused to pay
the said amount. His claim that he could not pay the loan
“because circumstances . . . did not allow it” and that, because of
the passage of time, “he somehow forgot about his obligation”
only underscores his blatant disregard of his obligation which
reflects on his honesty and candor.
Whether or not an attorney who was engaged on a contingent fee
basis may, in order to collect his fees, prosecute an appeal despite
his client's refusal to appeal the decision of the trial court.
 A practicing attorney, entered into a written agreement with the
private respondent to appear as her counsel in a petition for probate
of the holographic will. Under the will, a piece of real property at
Sales Street, Quiapo, Manila, was bequeathed to private
respondent. It was agreed that the attorney’s contigent fee would
be thirty-five per cent (35%) of the property that private
respondent may receive upon the probate of the will.
 The payment of his fees is contingent and dependent upon the
successful probate of the holographic will. Since the petition for
probate was dismissed by the lower court, the contingency did not
occur. Attorney Leviste is not entitled to his fee. - Leviste v. CA,
G.R. No. L-29184 [1989]

Is the right of a client to enter into a compromise agreement
without the consent of his lawyer defeated by a contrary written
contract ?
 It appears from the record that on July 31, 1921, the respondents
by means of a written contract, retained the petitioner to represent
them as their lawyer. The contract fixed the petitioner's fee at P200
in advance with an additional contigent fee of P1,300. It was also
provided in the contract that respondent should not compromise
the claim against the defendant in the case without express consent
of his lawyer.
 Through the sole effort of respondents the case was dismissed
without notice to their counsel.
Right of a client to compromise suit
 The client has also an undoubted right to compromise a suit
without the intervention of his lawyer.
 Though there is a valid agreement for the payment to the attorney
of a large proportion of the sum recovered in case of success this
does not give the attorney such an interest in the cause of
action that it prevents plaintiff from compromising the suit. –
Rustia v. The Judge of First Instance of Batangas, G.R. No. L-
19695 November 17, 1922
 We have recently held that a client has always the right to settle
his cause of action and stop litigation at any stage of the
proceeding, subject, however, to the right of the attorney to
receive compensation for services rendered. - Aro v. The Hon.
Nañawa, G.R. No. L-24163 [1969]
Applies only in civil cases
 Rule 1.04 - A lawyer shall encourage his clients to avoid, end or
settle a controversy if it will admit of a fair settlement.
Limitation of client’s right to compromise suit
 While We here reaffirm the rule that "the client has an undoubted
right to compromise a suit without the intervention of his lawyer",
We hold that when such compromise is entered into in fraud of
the lawyer, with intent to deprive him of the fees justly due
him, the compromise must be subject to the said fees, and that
when it is evident that the said fraud is committed in confabulation
with the adverse party who had knowledge of the lawyer's
contingent interest or such interest appears of record and who
would benefit under such compromise, the better practice is to
settle the matter of the attorney's fees in the same proceeding,
after hearing all the affected parties and without prejudice to the
finality of the compromise in so far as it does not adversely affect
the rights of the lawyer. - Aro v. The Hon. Nañawa, G.R. No. L-
24163 [1969]
Quantum meruit
 The principle of quantum meruit (as much as he deserves) may be
a basis for determining the reasonable amount of attorney’s fees.
 Quantum meruit is a device to prevent undue enrichment based on
the equitable postulate that it is unjust for a person to retain benefit
without paying for it. It is applicable even if there was a formal
written contract for attorney’s fees as long as the agreed fee was
found by the court to be unconscionable. - Atty. Orocio v. Angulan
et. al., G.R. No. 179892-93, January 30, 2009
2 purposes of application Quantum meruit
 The recovery of attorney’s fees on this basis is permitted, as in this
case, where there is no express agreement for the payment of
attorney’s fees. Basically, it is a legal mechanism which prevents
an unscrupulous client from running away with the fruits of
the legal services of counsel without paying for it. In the same
vein, it avoids unjust enrichment on the part of the lawyer
himself. - Pineda v. Atty. De Jesus, et. al. G.R. No. 155224 August
23, 2006
When is Quantum meruit authorized
 (1) there is no express contract for payment of attorney's fees
agreed upon between the lawyer and the client;
 (2) when although there is a formal contract for attorney's fees, the
fees stipulated are found unconscionable or unreasonable by the
court; and
 (3) when the contract for attorney's fee's is void due to purely
formal defects of execution;
 (4) when the counsel, for justifiable cause, was not able to finish
the case to its conclusion;
 (5) when lawyer and client disregard the contract for attorney's
fees, - Rilloza, et. al. v. Eastern Telecommunications Phils., Inc.,
G.R. No. 104600 [1999]
Factors for application of quantum meruit
 In fixing a reasonable compensation for the services rendered by a
lawyer on the basis of quantum meruit, factors such as the time
spent, and extent of services rendered; novelty and difficulty of the
questions involved; importance of the subject matter; skill
demanded; probability of losing other employment as a result of
acceptance of the proferred case; customary charges for similar
services; amount involved in the controversy and the benefits
resulting to the client; certainty of compensation; character of
employment; and professional standing of the lawyer, may be
considered. (Atty. Orocio v. Angulan et. al., G.R. No. 179892-93,
January 30, 2009)
The court shall fix the amount
 In fixing a reasonable compensation for the services rendered by a
lawyer on the basis of quantum meruit, the elements to be
considered are generally
(1) the importance of the subject matter in controversy,
(2) the extent of services rendered, and
(3) the professional standing of the lawyer.
 A determination of these factors would indispensably require
nothing less than a full-blown trial where private respondents can
adduce evidence to establish the right to lawful attorney's fees and
for petitioner to oppose or refute the same. The trial court has the
principal task of fixing the amount of attorney's fees. Hence,
the necessity of a hearing is beyond cavil. -Rilloza, et. al. v.
Eastern Telecommunications Phils., Inc., G.R. No. 104600 [1999]
Champertous contract
 "1. On all commission or attorney’s fees that we shall receive from
our clients by virtue of the collection that we shall be able to effect
on their accounts, we shall divide fifty-fifty. Likewise you are
entitled to commission, 50/50 from domestic, inheritance and
commercial from our said clients or in any criminal cases where
they are involved.”
 We hold that the said agreement is void because it was
tantamount to malpractice which is "the practice of soliciting
cases at law for the purpose of gain, either personally or through
paid agents or brokers" Sec. 27, Rule 138, Rules of Court).
Malpractice ordinarily refers to any malfeasance or dereliction of
duty committed by a lawyer. Section 27 gives a special and
technical meaning to the term "malpractice" (Act No. 2828,
amending sec. 21 of Act No. 190). – Tan Tek Beng v. David, A.C.
No. 1261. December 29, 1983
Agreement to pay all expenses of proceedings
 An agreement whereby an attorney agrees to pay expenses of
proceedings to enforce the client's rights is champertous [JBP
Holding Corp. v. U.S. 166 F. Supp. 324 (1958)]. Such agreements
are against public policy especially where, as in this case, the
attorney has agreed to carry on the action at his own expense in
consideration of some bargain to have part of the thing in dispute
[See Sampliner v. Motion Pictures Patents Co., et al., 255 F. 242
(1918)]. The execution of these contracts violates the fiduciary
relationship between the lawyer and his client, for which the
 former must incur administrative sanctions. - Atty. Orocio v.
Angulan et. al., G.R. No. 179892-93, January 30, 2009
Funding litigation
 “[A]s long as litigation and access to the courts remain expensive,
then anyone who has a right that stands in need of vindication
should be able to obtain funding from anyone willing to offer it
and on whatever terms it is offered.”
- Neuberger, From Barretry, Maintenance and Champerty to
Litigation Funding, Speech at Gray’s Inn, May 8, 2013.
Pay the law firm not the handling lawyer
 When a client employs the services of a law firm, he does not
employ the services of the lawyer who is assigned to personally
handle the case. Rather, he employs the entire law firm. In the
event that the counsel appearing for the client resigns, the firm is
bound to provide a replacement.
- Rilloza, et. al. v. Eastern Telecommunications Phils., Inc., G.R. No.
104600 [1999]
Retaining lien
 Rule 138 Sec. 37. Attorney's liens. — An attorney shall have a lien
upon the funds, documents and papers of his client, which have
lawfully come into his possession and may retain the same until
his lawful fees and disbursements have been paid, and may
apply such funds to the satisfaction thereof. He shall also have a
lien to the same extent upon all judgments for the payment of
money, and executions issued in pursuance of such judgments,
which he has secured in a litigation of his client, from and after the
time when he shall have caused a statement of his claim of such
lien to be entered upon the records of the court rendering such
judgment, or issuing such execution, and shall have caused written
notice thereof to be delivered to his client and to the adverse party;
and he shall have the same right and power over such judgments
and executions as his client would have to enforce his lien and
secure the payment of his just fees and disbursements."
Charging lien
 Rule 138 Section 37. xxx He shall also have a lien to the same
extent upon all judgments for the payment of money, and
executions issued in pursuance of such judgments, which he has
secured in a litigation of his client, from and after the time when he
shall have caused a statement of his claim of such lien to be
entered upon the records of the court rendering such judgment, or
issuing such execution, and shall have caused written notice
thereof to be delivered to his client and to the adverse party; and he
shall have the same right and power over such judgments and
executions as his client would have to enforce his lien and secure
the payment of his just fees and disbursements."
There must be a favorable judgment
 A charging lien to be enforceable as security for the payment of
attorney's fees requires as a condition sine qua non a judgment for
money and execution in pursuance of such judgment secured in the
main action by the attorney in favor of his client. A charging lien
presupposes that the attorney has secured a favorable money
judgment for his client. - Rilloza, et. al. v. Eastern
Telecommunications Phils., Inc., G.R. No. 104600 [1999]
The following are the circumstances to be considered in
determining the compensation of an attorney
1. the amount and character of the services rendered;
2. the labor, time, and trouble involved;
3. the nature and importance of the litigation or business in which the
services were rendered; the responsibility imposed;
4. the amount of money or the value of the property affected by the
controversy, or involved in the employment,
5. the skill and experience called for in the performance of the
services;
6. the professional character and social standing of the attorney;
7. the results secured; and
8. whether or not the fee is absolute or contingent, it being a
recognized rule that an attorney may properly charge a much a larger
fee when it is to be contingent that when it is not.
9. The financial ability of the defendant may also be considered not to
enhance the amount above a reasonable compensation, but to
determine whether or not he is able to pay a fair and just compensation
for the services rendered, or as incident in ascertaining the importance
and gravity of the interests involved in the litigation.
Forum does not qualify payment of compensation
 We have noted in the beginning that the services here were
rendered in a case of an administrative nature. But that does not
alter the application of the proper rule:
Professional services, to prepare and advocate just claims for
compensation, are as legitimate as services rendered in court in
arguing a cause to convince a court or jury that the claim presented or
the defense set up against a claim presented by the other party ought to
be allowed or rejected. Parties in such cases require advocates; and the
legal profession must have a right to accept such employment and
to receive compensation for their services. – De Guzman v. Visayan
Rapid Transport Co. Inc. G.R. No. 46396 September 30, 1939
Written contract is not required to prove lawyer-client
relationship
 The absence of a written contract will not preclude the finding that
there was a professional relationship which merits attorney's fees
for professional services rendered. Documentary formalism is not
an essential element in the employment of an attorney; the contract
may be express or implied. To establish the relation, it is sufficient
that the advice and assistance of an attorney is sought and
received in any matter pertinent to his profession. An
acceptance of the relation is implied on the part of the attorney
from his acting on behalf of his client in pursuance of a request
from the latter. - Dee vs. Court of Appeals, G.R. No. 77439, August
24, 1989
Options to enforce right to professional fees
 A lawyer may enforce his right to his fees by filing the necessary
petition as an incident of the main action in which his services
were rendered or in an independent suit against his client. The
former is preferable to avoid multiplicity of suits. - Pineda v.
Atty. De Jesus, et. al. G.R. No. 155224 August 23, 2006
Only reason to file suit
 Rule 20.4 of the Code of Professional Responsibility advises
lawyers to avoid controversies with clients concerning their
compensation and to resort to judicial action only to prevent
imposition, injustice or fraud. Suits to collect fees should be
avoided and should be filed only when circumstances force
lawyers to resort to it. - Pineda v. Atty. De Jesus, et. al. G.R. No.
155224 August 23, 2006
Two commonly accepted concepts of attorney’s fees
 In its ordinary concept, an attorney’s fee is the reasonable
compensation paid to a lawyer by his client for the legal services
he has rendered to the latter. The basis of this compensation is the
fact of his employment by and his agreement with the client.
 In its extraordinary concept, an attorney’s fee is an indemnity for
damages ordered by the court to be paid by the losing party in a
litigation. The basis of this is any of the cases provided by law
where such award can be made, such as those authorized in
Article 2208, Civil Code, and is payable not to the lawyer but to
the client, unless they have agreed that the award shall pertain to
the lawyer as additional compensation or as part thereof. - Traders
Royal Bank Employees Union-Independent v. NLRC G.R. No.
120592. March 14, 1997
Award of (extraordinary) attorney’s fee is discretionary
 The power of this Court to reduce or even delete the award of
attorneys’ fees cannot be denied. Lawyers are officers of the
 Court and they participate in the fundamental function of
administering justice. When they took their oath, they submitted
themselves to the authority of the Court and subjected their
professional fees to judicial control. – Pineda v. Atty. De Jesus, et.
al. G.R. No. 155224 August 23, 2006
Contingent fee agreement does not violate Article 1491(5) of the
NCC
 The contract of services did not violate said provision of law.
Article 1491 of the Civil Code, specifically paragraph 5 thereof,
prohibits lawyers from acquiring by purchase even at a public or
judicial auction, properties and rights which are the objects of
litigation in which they may take part by virtue of their profession.
The said prohibition, however, applies only if the sale or
assignment of the property takes place during the pendency of
the litigation involving the client's property.
 Hence, a contract between a lawyer and his client stipulating a
contingent fee is not covered by said prohibition under Article
1491 (5) of the Civil Code because the payment of said fee is not
made during the pendency of the litigation but only after judgment
has been rendered in the case handled by the lawyer. In fact, under
the 1988 Code of Professional Responsibility, a lawyer may have a
lien over funds and property of his client and may apply so much
thereof as may be necessary to satisfy his lawful fees and
disbursements. - Fabillo and Tana v. IAC G.R. No. L-68838
[1991]
Mere demand for delivery of the litigated property is not unethical
 In the instant case, there was no actual acquisition of the property
in litigation since the respondent only made a written demand for
its delivery which the complainant refused to comply. Mere
demand for delivery of the litigated property does not cause
the transfer of ownership, hence, not a prohibited transaction
within the contemplation of Article 1491. - Ramos v. Atty. Ngaseo,
A.C. No. 6210 [2004]
Commission/referral fees prohibited
 By openly admitting he divided the Php70,000.00 to other
individuals as commission/referral fees respondent violated Rule
9.02, Canon 9 of the Code of Professional Responsibility which
provides that a lawyer shall not divide or stipulate to divide a fee
for legal services with persons not licensed to practice law. -
Lijauco v. Atty. Terrado, A.C. No. 6317 [2006]
CANON 9 - A LAWYER SHALL NOT, DIRECTLY OR
INDIRECTLY, ASSIST IN THE UNAUTHORIZED PRACTICE OF
LAW.
 Rule 9.02 - A lawyer shall not divide or stipulate to divide a fee for
legal services with persons not licensed to practice law, except:
 (a) Where there is a pre-existing agreement with a partner or
associate that, upon the latter's death, money shall be paid over a
reasonable period of time to his estate or to persons specified in the
agreement; or
 (b) Where a lawyer undertakes to complete unfinished legal
business of a deceased lawyer; or
 (c) Where a lawyer or law firm includes non-lawyer employees in
a retirement plan even if the plan is based in whole or in part, on a
profit sharing agreement.
Quality of legal service should not vary if rendered for free
 It is true that he is a court-appointed counsel. But we do say that as
such counsel de oficio, he has as high a duty to the accused as
one employed and paid by defendant himself. Because, as in the
case of the latter, he must exercise his best efforts and professional
ability in behalf of the person assigned to his care. His is to render
effective assistance. The accused defendant expects of him due
diligence, not mere perfunctory representation. We do not accept
the paradox that responsibility is less where the defended party
is poor. - In Re: Atty. Adriano, G.R. No. L-26868 [1969]
 Rule 14.04 - A lawyer who accepts the cause of a person unable to
pay his professional fees shall observe the same standard of
conduct governing his relations with paying clients.
Case law
 Mr. Culpepper sent Mr. Cole a letter in which he confirmed that he
would accept the representation on a contingent fee basis of
one-third "of whatever additional property or money we can get for
you.
 After negotiation between Mr. Culpepper and counsel for the estate
of Mr. Cole's mother, Mr. Cole was offered property worth
$21,600.03 over and above what he would have received under the
terms of the decedent's will. Mr. Culpepper thought the
compromise was reasonable and recommended to Mr. Cole that he
accept the offer. However, Mr. Cole refused to settle his claim
for that amount, believing he was entitled to a larger share of
his mother's succession as a forced heir. When Mr. Culpepper
refused to file suit in the matter, Mr. Cole terminated his
representation.
 Pursuant to the parties' agreement, Mr. Culpepper is entitled to
one-third "of whatever additional property or money" he obtained
on behalf of Mr. Cole. It is undisputed that Mr. Cole recovered
no additional property or money as a result of the litigation
against his mother's estate. Because Mr. Cole obtained no
recovery, it follows that Mr. Culpepper is not entitled to any
contingent fee.
 Nonetheless, Mr. Culpepper urges us to find that his contingency
should attach to the settlement offer he obtained on behalf of his
client, even though his client refused to accept that offer.
According to Mr. Culpepper, he did the work for which Mr. Cole
retained him, and he is therefore entitled to one-third of the
amount offered in settlement, notwithstanding Mr. Cole's rejection
of the settlement offer.
Decision
 To allow Mr. Culpepper to recover a contingent fee under these
circumstances would penalize Mr. Cole for exercising his right
to reject the settlement. We find no statutory or jurisprudential
support for such a proposition. Indeed, this court has rejected any
interpretation of the Rules of Professional Conduct which would
place restrictions on the client's fundamental right to control
the case.
 In summary, we find that Mr. Culpepper did not obtain any
recovery on behalf of Mr. Cole. In the absence of a recovery, it
follows that Mr. Culpepper cannot collect a contingent fee for his
services. - Culpepper v. Cole 929 So.2d 1224 [2006]
Acceptance fee is not necessary to establish lawyer-client
relationship
 A lawyer-client relationship was established from the very first
moment complainant asked respondent for legal advice
regarding the former’s business. To constitute professional
employment, it is not essential that the client employed the
attorney professionally on any previous occasion. It is not
necessary that any retainer be paid, promised, or charged;
neither is it material that the attorney consulted did not
afterward handle the case for which his service had been sought.
- Burbe v. Atty. Magulta AC No. 99-634. June 10, 2002
“Money down first” policy is unethical
 The impropriety lies in the fact that she suggested that complainant
borrow money from Domingo Natavio for the payment thereof.
This act impresses upon the Court that respondent would do
nothing to the cause of complainant’s mother­in­law unless
payment of the acceptance fee is made. Her duty to render legal
services to her client with competence and diligence should not
depend on the payment of acceptance fee. – Ceniza v. Atty.
Rubia, A.C. No. 6166, October 2, 2009
 I, do solemnly swear that xxx I will delay no man for money xxx.
Establishment of lawyer-client relationship not influenced by
personal affiliation
 Respondent takes further refuge in the intimate and close
relationship existing between himself and the complainant’s
family on the basis of which his legal services were purely
gratuitous or “simply an act of a friend for a friend” with “no
consideration involved.” Unfortunately, his efforts to redeem the
foreclosed property, as already stated, did not produce the desired
result because the mortgagee “would not budge anymore” and
“would not accept the sum offered.”
 Thus, the respondent concluded that there was, strictly speaking,
no attorney-client [relationship] existing between them. Rather,
right from the start[,] everything was sort of personal, he added.
xxx This contention has no merit. - Junio v. Atty. Grupo, A.C. No.
5020. December 18, 2001
Right to a lien versus duty to account
 Lawyers who convert the funds entrusted to them are in gross
violation of professional ethics and are guilty of betrayal of public
confidence in the legal profession. It may be true that they have
a lien upon the client’s funds, documents and other papers that
have lawfully come into their possession; that they may retain
them until their lawful fees and disbursements have been paid; and
that they may apply such funds to the satisfaction of such fees and
disbursements. However, these considerations do not relieve
them of their duty to promptly account for the moneys they
received. Their failure to do so constitutes professional
misconduct. In any event, they must still exert all effort to protect
their client’s interest within the bounds of law. – Burbe v. Atty.
Magulta AC No. 99-634. June 10, 2002
Duty of accounting
 When a lawyer receives money from a client for a particular
purpose involving the client-attorney relationship, he is bound to
render an accounting to the client showing that the money was
spent for that particular purpose. If the lawyer does not use the
money for the intended purpose, he must immediately return the
money to his client. - Navarro & Presbitero, A.C. No. 9872,
January 28, 2014
Change of attorney
 Section 26 of Rule 138 of the Revised Rules of Court provides:
 "Sec. 26. Change of attorneys -- An attorney may retire at any
time from any action or special proceeding, by the written consent
of his client filed in court. He may also retire at any time from an
action or special proceeding, without the consent of his client,
should the court, on notice to the client and attorney, and on
hearing, determine that he ought to be allowed to retire. In case of
substitution, the name of the attorney newly employed shall be
entered on the docket of the court in place of the former one, and
written notice of the change shall be given to the adverse party.
Withdrawal of counsel
 A lawyer may retire at any time from any action or special
proceeding with the written consent of his client filed in court
and copy thereof served upon the adverse party. Should the client
refuse to give his consent, the lawyer must file an application with
the court. The court, on notice to the client and adverse party, shall
determine whether he ought to be allowed to retire. The
application for withdrawal must be based on a good cause. -
Orcino v. Atty. Gaspar, A.C. No. 3773. September 24, 1997
Grounds for withdrawal
 Respondent's withdrawal was made on the ground that "there no
longer exist[ed] the xxx confidence" between them and that there
had been "serious diffferences between them relating to the manner
of private prosecution.” - Orcino v. Atty. Gaspar, A.C. No. 3773.
September 24, 1997
Court approval required before counsel can withdraw
 Assuming, nevertheless, that respondent was justified in
terminating his services, he, however, cannot just do so and leave
complainant in the cold unprotected. The lawyer has no right to
presume that his petition for withdrawal will be granted by the
court. Until his withdrawal shall have been approved, the lawyer
remains counsel of record who is expected by his client as well as
by the court to do what the interests of his client require. He must
still appear on the date of hearing for the attorney-client relation
does not terminate formally until there is a withdrawal of record. –
Orcino v. Atty. Gaspar, A.C. No. 3773. September 24, 1997
What is a contingency contract
 The client and his lawyer may enter into a written contract
whereby the latter would be paid attorney’s fees only if the suit
or litigation ends favorably to the client. This is called a
contingency fee contract. The amount of attorney’s fees in this
contract may be on a percentage basis, and a much higher
compensation is allowed in consideration of the risk that the
lawyer may get nothing if the suit fails.
 In the case at bar, the non-EPIRA separated members and
petitioner voluntarily entered into a contingency fee contract
whereby petitioner did not receive any acceptance fee or
appearance/meeting fee. - Atty. Orocio v. Angulan et. al., G.R. No.
179892-93 [2009]
Why contingency fee is allowed
 Contingent fee contracts are permitted in this jurisdiction because
they redound to the benefit of the poor client and the lawyer
“especially in cases where the client has meritorious cause of
action, but no means with which to pay for legal services unless
he can, with the sanction of law, make a contract for a contingent
fee to be paid out of the proceeds of litigation. Oftentimes, the
contingent fee arrangement is the only means by which the poor
clients can have their rights vindicated and upheld.”­ Atty. Orocio
v. Angulan et. al., G.R. No. 179892-93 [2009]
Contingent fee arrangement must be written
 It bears to stress that a contingent fee arrangement is valid in this
jurisdiction and is generally recognized as valid and binding but
must be laid down in an express contract. – Felicisima Mendoza
vda. De Robosa v. Atty. Mendoza & Atty. Navarro, Jr., A.C. no.
6056, September 09, 2015
Limitations of a contingency agreement
 However, in cases where contingent fees are sanctioned by law, the
same should be reasonable under all the circumstances of the
case, and should always be subject to the supervision of a court,
as to its reasonableness, such that under Canon 20 of the Code of
Professional Responsibility, a lawyer is tasked to charge only fair
and reasonable fees. - Atty. Orocio v. Angulan et. al., G.R. No.
179892-93 [2009]
Contingent fee to a witness
 Witnesses should always testify truthfully and should be free from
any financial inducements that might tempt them to do otherwise.
A lawyer should not pay or agree to pay a non-expert witness
an amount in excess of reimbursement for expenses and
financial loss incident to being a witness; however, a lawyer
may pay or agree to pay an expert witness a reasonable fee for
services as an expert. But in no event should a lawyer pay or
agree to pay a contingent fee to any witness. – Swafford v.
Harris, 967 S.W.2d 319 (1998)
When is an attorney’s fees unconscionable?
 Attorney’s fees are unconscionable if they affront one’s sense of
justice, decency or reasonableness, or if they are so
disproportionate to the value of the services rendered. In such a
case, courts are empowered to reduce the attorney’s fee or fix a
reasonable amount thereof taking into consideration the
surrounding circumstances and the established parameters. - Atty.
Orocio v. Angulan et. al., G.R. No. 179892-93 [2009]

Lawyer’s compensation for professional services rendered is
subject to the supervision of the court
 Under Section 24, Rule 138 of the Rules of Court, a written
contract for services shall control the amount to be paid therefor
unless found by the court to be unconscionable or unreasonable.
 It follows that a lawyer’s compensation for professional services
rendered is subject to the supervision of the court, not just to
guarantee that the fees he charges and receives remain
reasonable and commensurate with the services rendered, but also
to maintain the dignity and integrity of the legal profession to
which he belongs. Upon taking his attorney’s oath as an officer of
the court, a lawyer submits himself to the authority of the
courts to regulate his right to charge professional fees. - Atty.
Orocio v. Angulan et. al., G.R. No. 179892-93 [2009]
CHAPTER 5
The lawyer and the “[Law] Firm”
Choice of a Firm name
• Rule 3.02 of the Code of Professional Responsibility which states
that “in the choice of a firm name, no false, misleading or
assumed name shall be used.”
• No name not belonging to any of the partners or associates may
be used in the firm name for any purpose. - PP v. Gonzalez, Jr.,
G.R. No. 139542 June 10, 2003
Negligence of clerks in a law firm
• Time and again the Court has admonished law firms to adopt a
system of distributing pleadings and notices, whereby lawyers
working therein receive promptly notices and pleadings intended
for them, so that they will always be informed of the status of their
cases.
• Their Court has also often repeated that the negligence of clerks
which adversely affect the cases handled by lawyers, is binding
upon the latter. - B.R. Sebastian Enterprises, Inc. v. CA, G.R. No.
L-41862 [1992]
Law firm represents the client
• Respondent judge should not have accommodated so many
Motions for Postponement filed by the then ailing Atty. Rosendo
Castillo Sr. because a law firm (Castillo & Castillo), to which
the latter belonged, was really representing the defendants,
there certainly were other competent lawyers who could have
handled the matter. – Sps. Reaport v. Judge Mariano, A.M. No.
MTJ-00-1253. July 11, 2001
Main and branch office constitute one personality
• Petitioner's counsel was and is the firm of Ledesma, Saludo and
Associates (and not any particular member or associate of that
firm) which firm happens to have a main office in Makati and a
branch office in Cebu City. The Court notes that both the main and
branch offices operate under one and the same name, Saludo
Ledesma and Associates. Having represented itself to the public
as comprising a single firm, LSA should not be allowed at this
point to pretend that its main office and its branch office in
effect constitute separate law firms with separate and distinct
personalities and responsibilities. Ouano Arrastre Service Inc. v.
Judge Aleonor, G.R. No. 97664 October 10, 1991
Death of a handling lawyer of the firm
• Hence, the death of the latter did not extinguish the lawyer-client
relationship between said firm and petitioner. - B.R. Sebastian
Enterprises, Inc. v. CA, G.R. No. L-41862 [1992]
Duties of Firms and Lawyers When Someone Leaves
• A. Ethical Obligation to Communicate to Certain clients
• B. Trust Account Monies
• C. Fee Divisions In General
• D. Files
• E. Phones
• Partners and Associates Leaving Must Abide By Fiduciary Duties
to Firm
Ethical Obligation to Communicate to Certain Clients
1) lawyers have a duty to tell “their” clients that they are leaving.
2) clients are not chattels – the firm and departing lawyer cannot
decide which clients can stay and which can go – the clients decide.
Rule of confidentiality in a law firm
• Rule 21.04 - A lawyer may disclose the affairs of a client of the
firm to partners or associates thereof unless prohibited by the
client.
Duty to notify a client
• “The departing lawyer and responsible members of the law
firm who remain have an ethical obligation to assure that prompt
notice is given to clients on whose active matters she currently is
working.”
• Rule 18.04 - A lawyer shall keep the client informed of the status
of his case and shall respond within a reasonable time to the
client's request for information.
Lawyer who has had “significant personal contacts”
• A departing lawyer who has had “significant personal contacts”
with the client, should inform the client that the lawyer is leaving
the firm.
• Note: this does not mean that an associate who met a client once or
twice and has prepared discovery requests has had “significant
personal contacts” – the standard is that if the client were asked
“which lawyer(s) at the firm represents you?” the lawyers
mentioned would be those that have had“significant personal
contacts.”
Ethical obligations of departing lawyers
• In addition to the ethical obligations departing lawyers have, they
also must avoid interfering with the contracts the firm has with
existing clients.
• However, the caution to avoid stealing clients must be balanced
against the departing lawyer’s ethical obligation to notify clients
that an attorney is departing.
How to tell clients
• The preferred method of advising firm clients about the impending
departure of an attorney is a joint letter from the firm and
departing lawyer to all clients with whom the lawyer had
significant personal contacts.
A letter should advise the clients
• When the lawyer is leaving
• The client has the option of going with the lawyer, staying with the
firm, or getting a new firm
• How any advance fee deposit will be treated
• A place for the client to sign and return the letter, with instructions
on where their file should go.
Separate letters may be sent by the lawyer (or the firm) to clients
with whom the departing lawyer had substantial personal contact
as long as:
• 1) the letters do not disparage the firm or the lawyer; and
• 2) the letters do not involve improper solicitation
Trust Account Monies
• Clients that have given the firm an advance fee or advance cost
deposit take the money with them (less earned fees and costs), if
they go with the departing lawyer. While simple in theory,
application sometimes can be problematic.
• The“old” firm should write a check, consistent with the written
instructions of the client, to either the client or to the trust account
for the departed lawyer’s new firm.
Fee Divisions In General
• In contingent fee cases where some or much of the work was
performed at the existing firm, but the case is going with the
departing lawyer, the firm and lawyer must agree how the
contingent fee will be apportioned among them, based upon their
respective contributions to the case (i.e., quantum meruit) or based
upon terms in the partnership agreement.
But can a departing lawyer keep all of a contingent fee case that
came into
the old firm but ultimately settled when the lawyer was at a new
firm?
• Probably not, according to several cases.
• A lawyer may be entitled to only his partnership portion of the fees
earned on a case, even if he performed most of the work after the
dissolution of the firm.
• Nevertheless, some courts will find that when a lawyer leaves a
firm and takes a case with him, he may be entitled to the quantum
meruit value of the work he performed.
Client’s interests not be prejudiced when the attorney/client
relationship is terminated
• Do not hold client files hostage, even if the client that is leaving
with the lawyer owes the current firm money.
• Model Rule 1.16(d) requires that the client’s interests not be
prejudiced when the attorney/client relationship is terminated.
Have the client or a runner from the departed lawyer’s new firm
sign for the file, if it is going to the new firm.
• Also, it is appropriate to request in a litigation matter that the
departed lawyer file a substitution of counsel or at least notification
of address change with the court, to assure that the old firm is still
not listed as counsel of record.
Client’s file = paper and electronic documents
• When a client asks for their file, you must give them both the
paper and the electronic documents – including emails.
• And remember that the client file is client property, so you cannot
charge the client for the cost of downloading everything to
disks….
Phones
• It is ethically inappropriate to have the receptionist tell callers
who are looking for a lawyer who recently left the firm “we don’t
know where he is.” That game is not professional and not
acceptable.
• Assure that all staff are instructed to provide the departed lawyer’s
phone number and mailing address.
• Also, assign a partner to answer any client inquiries.
• Moreover, mail should be forwarded to the departed lawyer.
Partners and Associates Leaving Must Abide By Fiduciary Duties
to
Firm
• It is worth noting again that lawyers who are leaving a firm have
certain fiduciary duties to the firm to not interfere with the
contracts that the firm has with existing clients, to not use firm
resources to set up their new firm, and to not attempt to steal
away associates and staff while the lawyers are still working for
the firm. - Lynda C. Shely
A lawyer whose spouse is associated with a firm representing an
opposing party
• [T]he lawyer should advise the client of all circumstances that
might cause one to question the undivided loyalty of the law firm
and let the client make the decision as to its employment. If the
client prefers not to employ a law firm containing a lawyer whose
spouse is associated with a firm representing an opposing party,
that decision should be respected.
WON the firm of “Velasquez, Rodriguez, Respicio, Ramos, Nidea,
and Prado”may call itself “A law Firm Of St. Thomas More and
Associate Members”.
• It implies that St. Thomas More is a Law Firm when in fact it is
not it would also convey to the public the impression that the
lawyers are members of the law firm which does not exist. To the
public, it would seem that the purpose or intention of adding “The
Law Firm of St. Thomas More and Associates Members” is to bask
in the name of a Saint, although that may not really, be the purpose
or intention of the lawyers. The appellation only tends to confuse
the public and in a way demean both the saints and the legal
profession whose members must depend on their own name and
record and merit and not on the name/glory of other persons living
or dead. - PP v. Gonzalez, Jr., G.R. No. 139542 June 10, 2003
Duties When Switching Firms
• Duties of Lawyers Interviewing With Other Firms
• Screening an “Infected” Lateral Hire
• Death of a Lawyer
CHAPTER 6
Confidentiality & privilege communications between lawyers and
clients
CANON 15 - A lawyer shall observe candor, fairness and loyalty
in all his dealings and transactions with his clients
• Rule 15.02. - A lawyer shall be bound by the rule on privilege
communication in respect of matters disclosed to him by a
prospective client.
• Rule 130 Sec. 24.Disqualification by reason of privileged
communication. — The following persons cannot testify as to
matters learned in confidence:
(b) An attorney cannot, without the consent of his client, be
examined as to any communication made by the client to him,
or his advice given thereon in the course of, or with a view to,
professional employment, nor can an attorney's secretary,
stenographer, or clerk be examined, without the consent of the
client and his employer, concerning any fact the knowledge of
which has been acquired in such capacity;
Canon 21 – A lawyer shall preserve the confidence and secrets of his
client even after the
attorney-client relation is terminated
• Rule 21.01 - A lawyer shall not reveal the confidences or secrets of
his client except;
(a) When authorized by the client after acquainting him of the
consequences of the disclosure;
(b) When required by law;
(c) When necessary to collect his fees or to defend himself,
his employees or associates or by judicial action.
• Rule 21.02 - A lawyer shall not, to the disadvantage of his client,
use information acquired in the course of employment, nor shall he
use the same to his own advantage or that of a third person,
unless the client with full knowledge of the circumstances
consents thereto.
• Rule 21.03 - A lawyer shall not, without the written consent of
his client, give information from his files to an outside agency
seeking such information for auditing, statistical, bookkeeping,
accounting, data processing, or any similar purpose.
• Rule 21.04 - A lawyer may disclose the affairs of a client of the
firm to partners or associates thereof unless prohibited by the
client.
• Rule 21.05 - A lawyer shall adopt such measures as may be
required to prevent those whose services are utilized by him, from
disclosing or using confidences or secrets of the clients.
• Rule 21.06 - A lawyer shall avoid indiscreet conversation about a
client's affairs even with members of his family.
• Rule 21.07 - A lawyer shall not reveal that he has been consulted
about a particular case except to avoid possible conflict of interest.
Rule 138 of the Rules of Court
• Sec. 20. It is the duty of an attorney: (e) to maintain inviolate the
confidence, and at every peril to himself, to preserve the secrets
of his client, and to accept no compensation in connection with his
client's business except from him or with his knowledge and
approval.
• Canon 17. A lawyer owes fidelity to the cause of his client and he
shall be mindful of the trust and confidence reposed in him.
Revised Penal Code
• Art. 209. Betrayal of trust by an attorney or solicitor. — Revelation
of secrets. — In addition to the proper administrative action,
xxx shall be imposed upon any attorney-at-law or solicitor
( procurador judicial) who, by any malicious breach of professional
duty or of inexcusable negligence or ignorance, shall prejudice his
client, or reveal any of the secrets of the latter learned by him in
his professional capacity.
• The same penalty shall be imposed upon an attorney-at-law or
solicitor (procurador judicial) who, having undertaken the
defense of a client or having received confidential information
from said client in a case, shall undertake the defense of the
opposing party in the same case, without the consent of his first
client.
Confidentiality is not the same as the attorney-client privilege
• The lawyer’s duty of confidentiality (an ethical duty) is not the
same as the client’s right to assert the attorney client privilege (a
rule of evidence).
• The attorney/client privilege extends only to communications
between lawyers and clients relating to legal services and which
the client reasonably believes is confidential.
• Any disclosure may waive the attorney/client privilege as to other
otherwise protected matters; not so with the duty of confidentiality.
• The privilege applies only to limiting testimony in a legal
proceeding. The duty of confidentiality limits voluntary
disclosures anywhere.
Why lawyer-client relationships requires confidentiality
• Considerations favoring confidentially in lawyer-client
relationships are many and serve several constitutional and policy
concerns. In the constitutional sphere, the privilege gives flesh to
one of the most sacrosanct rights available to the accused, the right
to counsel. If a client were made to choose between legal
representation without effective communication and disclosure and
legal representation with all his secrets revealed then he might be
compelled, in some instances, to either opt to stay away from the
judicial system or to lose the right to counsel. If the price of
disclosure is too high, or if it amounts to self incrimination, then
the flow of information would be curtailed thereby rendering the
right practically nugatory. The threat this represents against
another sacrosanct individual right, the right to be presumed
innocent is at once self-evident. - Regala et. al. v.
Sandiganbayan, G. R. No. 105938 [1996]
Extent of Confidentiality Rule
• The confidentiality rule, for example, applies not only to matters
communicated in confidence by the client but also to all
information relating to the representation, whatever its source. A
lawyer may not disclose such information except as authorized or
required by the Rules of Professional Conduct or other law.
Lawyer’s duty to keep the confidentiality
• An effective lawyer-client relationship is largely dependent upon
the degree of confidence which exists between lawyer and
client which in turn requires a situation which encourages a
dynamic and fruitful exchange and flow of information. It
necessarily follows that in order to attain effective representation,
the lawyer must invoke the privilege not as a matter of option but
as a matter of duty and professional responsibility. - Regala et.
al. v. Sandiganbayan, G. R. No. 105938 [1996]
Duty of lawyer when receiving a material not intended for him
• A lawyer who receives on an unauthorized basis materials of an
adverse party that she knows to be privileged or confidential
should, upon recognizing the privileged or confidential nature of
the materials, either refrain from reviewing such materials or
review them only to the extent required to determine how
appropriately to proceed;
• She should notify her adversary's lawyer that she has such
materials and should either follow instructions of the adversary's
lawyer with respect to the disposition of the materials, or refrain
from using the materials until a definitive resolution of the proper
disposition of the materials is obtained from a court. - ABA
Comm. on Ethics and Prof'l Responsibility, Formal Op. 382
(1994).
General Rule on client’s identity
• As a matter of public policy, a client's identity should not be
shrouded in mystery. Under this premise, the general rule in our
jurisdiction as well as in the United States is that a lawyer may not
invoke the privilege and refuse to divulge the name or identity of
this client. - Regala et. al. v. Sandiganbayan, G. R. No. 105938
[1996]
Reasons advanced for the general rule
• First, the court has a right to know that the client whose privileged
information is sought to be protected is flesh and blood.
• Second, the privilege begins to exist only after the attorney-
client relationship has been established. The attorney-client
privilege does not attach until there is a client.
• Third, the privilege generally pertains to the subject matter of
the relationship.
• Finally, due process considerations require that the opposing
party should, as a general rule, know his adversary. "A party
suing or sued is entitled to know who his opponent is." He cannot
be obliged to grope in the dark against unknown forces.
Exceptions
1) Client identity is privileged where a strong probability exists that
revealing the client's name would implicate that client in the very
activity for which he sought the lawyer's advice.
2) Where disclosure would open the client to civil liability; his identity
is privileged.
3) Where the government's lawyers have no case against an attorney's
client unless, by revealing the client's name, the said name would
furnish the only link that would form the chain of testimony necessary
to convict an individual of a crime, the client's name is privileged. -
Regala et. al. v. Sandiganbayan, G. R. No. 105938 [1996]
• Summarizing these exceptions, information relating to the identity
of a client may fall within the ambit of the privilege when the
client's name itself has an independent significance, such that
disclosure would then reveal client confidences. - Regala et. al.
v. Sandiganbayan, G. R. No. 105938 [1996]
Communication to commit crime or fraud not privileged
• "The reason of the principle which holds such communications not
to be privileged is that it is not within the professional character
of a lawyer to give advice upon such subjects, and that it is no
part of the profession of an attorney or counselor at law to be
advising persons as to how they may commit crimes or frauds,
or how they may escape the consequences of contemplated
crimes and frauds.
• The relation of attorney and client cannot exist for the purpose of
counsel in concocting crimes.
• The protection which the law affords to communications between
attorney and client has reference to those which are legitimately
and properly within the scope of a lawful employment, and does
not extend to communications made in contemplation of a
crime, or perpetration of a fraud. -Dissenting opinion, Regala et.
al. v. Sandiganbayan, G. R. No. 105938 [1996]

• It does not extend to those made in contemplation of a crime or
perpetration of a fraud. If the unlawful purpose is avowed, as in
this case, the complainant’s alleged intention to bribe government
officials in relation to his case, the communication is not covered
by the privilege as the client does not consult the lawyer
professionally. It is not within the profession of a lawyer to
advise a client as to how he may commit a crime as a lawyer is
not a gun for hire. Thus, the attorney-client privilege does not
attach, there being no professional employment in the strict sense. -
Genato v. Atty. Silapan, A.C. No. 4078. July 14, 2003
Cause of client defense is not absolute
• Whatever the contours of the line between traditional lawyering
and criminal conduct, they must inevitably be drawn case-by-case.
We refuse to accept the notion that lawyers may do anything,
including violating the law, to zealously advocate their clients'
interests and then avoid criminal prosecution by claiming that
they were "just doing their job." - United States v. Cueto (7th
Cir. 1998) 151 F.3d 620, 634
Permanent nature of duty to keep confidentiality
• The duty to maintain inviolate the client’s confidences and
secrets is not temporary but permanent. It is in effect perpetual
for "it outlasts the lawyer’s employment" (Canon 37, Code of
Professional Responsibility) which means even after the
relationship has been terminated, the duty to preserve the client’s
confidences and secrets remains effective.
• This obligation to preserve the confidences and secrets of a client
arises at the inception of their relationship. The protection given to
the client is perpetual and does not cease with the termination
of the litigation, nor is it affected by the party’s ceasing to employ
the attorney and retaining another, or by any other change of
relation between them. It even survives the death of the client. –
Genato v. Atty. Silapan, A.C. No. 4078. July 14, 2003
Secrets or confidential communications must be obtained in a
lawyer-client relationship
• The alleged "secrets" of complainant were not specified by him in
his affidavit-complaint. Whatever facts alleged by respondent
against complainant were not obtained by respondent in his
professional capacity but as a redemptioner of a property
originally owned by his deceased son and therefore, when
respondent filed the complaint for estafa against herein
complainant, which necessarily involved alleging facts that would
constitute estafa, respondent was not, in any way, violating Canon
21. xxx To hold otherwise would be precluding any lawyer from
instituting a case against anyone to protect his personal or
proprietary interests. – Uy v. Atty. Gonzales, A.C. No. 5280, March
30, 2004
• It must be stressed, however, that the privilege against disclosure
of confidential communications or information is limited only to
communications which are legitimately and properly within
the scope of a lawful employment of a lawyer. - Genato v. Atty.
Silapan, A.C. No. 4078. July 14, 2003
Starting point of duty of confidentiality
• The moment complainant approached the then receptive
respondent to seek legal advice, a veritable lawyer-client
relationship evolved between the two. Such relationship imposes
upon the lawyer certain restrictions circumscribed by the ethics of
the profession. Among the burdens of the relationship is that which
enjoins the lawyer, respondent in this instance, to keep inviolate
confidential information acquired or revealed during legal
consultations. - Hadjula v. Atty. Madianda, A.C. No. 6711 [2007]
• This duty of confidentiality also extends to prospective clients
even though an attorney-client relationship is never established.
Not a defense to justify breaching the duty of confidentiality
1. Lawyer not inclined to handle the client's case after consultation.
2. no formal professional engagement follows the consultation.
3. no contract whatsoever was executed by the parties to memorialize
the relationship.
- Hadjula v. Atty. Madianda, A.C. No. 6711 [2007]
The essential factors to establish the existence of the attorney-
client privilege communication
(1) Where legal advice of any kind is sought
(2) from a professional legal adviser in his capacity as such,
(3) the communications relating to that purpose,
(4) made in confidence
(5) by the client,
(6) are at his instance permanently protected
(7) from disclosure by himself or by the legal advisor,
(8) except the protection be waived.
- Hadjula v. Atty. Madianda, A.C. No. 6711 [2007]
Characteristics of the Attorney-Client Privilege
1. A-C privilege where legal advice is professionally sought from an
attorney.
2. The client must intend the above communication to be confidential.
3. A-C privilege embraces all forms of communication and action.
4. As a general rule, A­C privilege also extends to the attorney’s
secretary, stenographer, clerk or agent with reference to any fact
required in such capacity.
5. The above duty is perpetual and is absolutely privileged from
disclosure.
Attorney-Client Privilege cannot be invoked
1. There is consent or waiver or client.
2. Such is required by law.
3. Such is made to protect the lawyer’s rights (i.e. to collect his fees or
associates or by judicial action).
4. When such communication are made in contemplation of a crime or
the perpetuation of a fraud.
The principle of client-lawyer confidentiality is given effect by
related bodies of law
1. the attorney-client privilege,
2. the work product doctrine and
3. the rule of confidentiality established in professional ethics.
• The attorney-client privilege and work-product doctrine apply in
judicial and other proceedings in which a lawyer may be called
as a witness or otherwise required to produce evidence concerning
a client.
• The rule of client-lawyer confidentiality applies in situations other
than those where evidence is sought from the lawyer through
compulsion of law.
Confidentiality does not extend to partners and associates
• Lawyers in a firm may, in the course of the firm's practice, disclose
to each other information relating to a client of the firm, unless the
client has instructed that particular information be confined to
specified lawyers.
• Rule 21.04 - A lawyer may disclose the affairs of a client of the
firm to partners or associates thereof unless prohibited by the
client.
Protection from third party
• This prohibition also applies to disclosures by a lawyer that do not
in themselves reveal protected information but could reasonably
lead to the discovery of such information by a third person.
Disclosure of the Client's Identity and Whereabouts
• The general rule is that a client's identity and whereabouts are not
covered by the attorney-client privilege, as opposed to the
ethical duty of confidentiality.
• However, exceptions have been made if disclosure would
implicate the client in the criminal activity for which legal advice
was sought or "if the net effect of the disclosure would be to reveal
 the nature of a client communication." - Charles McCormick,
McCormick on Evidence § 90 (5th ed. 1999)
• Lawyer must testify about identity of client who paid with
counterfeit $100 bill.
• Client's name not considered confidential unless "intertwined" with
confidential information or last link tying client to crime. - Alexiou
v. United States), 39 F.3d 973 (9th Cir. 1994)
• Client identity is privileged in exceptional cases when disclosure
would provide "last link" in chain of evidence leading to
conclusion that client committed crime, and would reveal
confidential communication between lawyer and client;
• Client who accused divorce lawyer of improper sexual advances
may not obtain client list in discovery. - Brett v. Berkowitz, 706
A.2d 509 (Del. 1998)
• Lawyer for client sought in hit-and-run accident may withhold
client's identity when disclosure would implicate client in
criminal activity for which legal advice sought. - Dietz v. Doe, 935
P.2d 611 (Wash. 1997)
Certain instances where a court order is not involved, courts have
held the client's whereabouts protected
• Lawyer may not be compelled to disclose address of defendant
father in child custody proceeding when he specifically requested
that lawyer not reveal the home address and telephone number of
the father and the name and address of the school the children were
attending; information that the client requests be kept
confidential is protected unless protection permits a fraud or
crime or clearly frustrates the administration of justice. - Brennan
v. Brennan, 422 A2d 510 (Pa SuperCt 1980)
• Domestic relations case where confidentiality of address was
necessary for client safety. - Waldman v. Waldman,358 NE2d 521
(1976)
As a rule a lawyer should challenge an order to disclose
information about client
• In sum, the attorney-client privilege ordinarily will not cover the
information sought by a subpoena directed to a lawyer. Yet even
when faced with a subpoena seeking fee information or a client's
identity, the lawyer should generally assert the attorney-client
privilege and obtain a court ruling rather than make his own
determination whether the information is privileged. The existence
of exceptions to the general rule holding that fee and client identity
are not privileged, as well as the lawyer's ethical duty to oppose
disclosure of information learned during a client's
representation, make it advisable to follow this course of action.
• A lawyer faced with a subpoena for information about a client
must resist the subpoena if the lawyer's testimony or the
document production would violate either the attorney-client
privilege or the ethical duty of confidentiality and the client
does not consent to the disclosure. - In re Grand Jury Witness,
695 F2d 359 (CA 9 1982); In re Grand Jury Subpoena (U.S.), 831
F2d 225 (CA 11 1987
• A lawyer who receives a subpoena to testify about a client may file
a motion to quash asserting the attorney-client privilege, along
with any other possible grounds for refusing to comply.
• A subpoena duces tecum issued to a lawyer that makes no
attempt whatsoever to confine its scope to relevant, non-
privileged matters is unenforceable and must be quashed. - U.S. v.
Horn, 976 F2d 1314 (CA9 1992)
Representing a fugitive
• Assuming the client is indeed properly characterized as a fugitive,
defense counsel must take into account the boundaries of
permissible advocacy. It bears noting that any physical act
intended to harbor or conceal a fugitive so as to prevent his
discovery or arrest arguably could constitute a separate criminal
violation.
• A lawyer “is free to continue to give legal advice to [a fugitive]
client and to represent him before the authorities, as long as [the
lawyer] does nothing to aid the client to escape trial.
Client is under conditions of bail
• “Where a client is under conditions of bail and defies a lawful
court order to appear, his 'whereabouts' are not unqualifiedly
protected by the attorney-client privilege, and the attorney may
be compelled to disclose information of the client's whereabouts." -
Commonwealth v. Maguigan,511 A2d 1327 (Pa SupCt 1986)
• Lawyer who learned from client's wife that client had left with
suitcase for "parts unknown" had firm factual basis for believing
client jumped bond and did not intend to appear for trial, thus had
duty to advise court to avoid assisting in criminal act. - U.S. v.
DelCarpio-Cotrina,733 FSupp 95 (DC SFla 1990)
• An attorney representing an individual who has violated the
terms of bail and fled the jurisdiction arguably has an even
greater obligation as an officer of the court to seek the prompt
return of the client in compliance with a judicial release order.
• An attorney “may not assist the [fugitive] client in any way that
the lawyer knows will further an illegal or fraudulent
purpose.”­ Association of the Bar of the City of New York Formal
Opinion 1999-02
• Where an attorney believes, but does not know, conduct to be
illegal or fraudulent, the attorney may act on behalf of the fugitive
client, but “only after assuring him or herself that there is
reasonable support for an argument that the client’s intended use
of the fruits of the representation will not further a criminal
scheme or act. - Association of the Bar of the City of New York
Formal Opinion 1999-02
Can the metal filing cabinet containing the records and documents
of clients be subject of a search warrant?
• It is clear that the court could not and can not order the opening of
the art metal filing cabinet in question because, it having been
proven that it belongs to the appellant attorney and that in it he
keeps the records and documents of his clients, to do so would be
in violation of his right as such attorney, since it would be
tantamount to compelling him to disclose or divulge facts or things
belonging to his clients, which should be kept secret, unless she is
authorized by them to make such disclosure, it being a duty
imposed by law upon an attorney to strictly preserve the secrets or
communications made to him. - PP v. Sy Juco, G.R. No. L-41957
August 28, 1937
CHAPTER 7
Conflict of interest in a regular lawyer-client relationship
COI is everywhere
• Conflicts of interest are not the exclusive headache of large,
urban, multi-office law firms. Conflicts of interest arise within and
affect law practices of every size, geographical location and
discipline. The number of clients, adverse parties, and interested
non-parties with whom attorneys become involved throughout
their careers is truly staggering and invariably underestimated.
Extreme case of Conflict of Interest
• The most obvious conflicts of interest are those in which the
lawyer's personal interests clash with those of the client.
Rule on Conflicting Interests
• It is generally the rule based on sound public policy that attorney
cannot represent diverse interest. It is highly improper to represent
both sides of an issue.
Competitor Conflicts
• Courts have found that a competitor conflict is present when the
lawyer attempts to represent two competitors on a material
aspect of their competition.
Whose interest?
• It is, of course, a hornbook proposition that it is the client, and not
the lawyer, that defines the client's interests and instructs the
lawyer about them.
Degree of involvement
• The greater the involvement in the client's affairs the greater the
danger that confidences (where such exist) will be revealed.
“Closed file” conflicts
• Involve representation adverse to a former client in the same or
substantially related matters.
Absolute prohibition from representation
• Hornilla case provides an absolute prohibition from representation
with respect to opposing parties in the same case.
• In other words, a lawyer cannot change his representation from one
party to the latter's opponent in the same case, as in this case. –
Tulio v. Atty. Buhangin, A.C. No. 7110, April 20, 2016
Doctrine of “imputed knowledge”
• Doctrine of imputed knowledge is based on the assumption that an
attorney, who has notice of matter affecting his client, has
communicated the same to his principal in the course of
professional dealings. The doctrine applies regardless of whether
or not the lawyer actually communicated to the client what he
learned in his professional capacity, the attorney and his client
being one judicial person.
• Knowledge of one member of a law firm will be imputed by
inference to all members of that firm; free flow of information
within the partnership.
Preliminary conflict of interest check
• Whenever a prospective client seeking legal assistance contacts an
attorney, the attorney should politely but firmly decline to discuss
the matter in detail until a preliminary conflict of interest check
can be performed.
• As the adjective suggests, preliminary conflict of interest checks
should ideally be performed before the prospective client
divulges additional confidential information which may conflict
the attorney out of current or future representations.
• Rule 15.01. - A lawyer, in conferring with a prospective client,
shall ascertain as soon as practicable whether the matter would
involve a conflict with another client or his own interest, and if so,
shall forthwith inform the prospective client.
CANON 21 - A lawyer shall preserve the confidence and secrets of
his client even after the attorney-client relation is terminated
• Rule 21.02 - A lawyer shall not, to the disadvantage of his client,
use information acquired in the course of employment, nor
shall he use the same to his own advantage or that of a third
person, unless the client with full knowledge of the circumstances
consents thereto.
• Rule 21.07 - A lawyer shall not reveal that he has been
consulted about a particular case except to avoid possible
conflict of interest.
General Rule in a law firm
• Rule 21.04 - A lawyer may disclose the affairs of a client of the
firm to partners or associates thereof unless prohibited by the
client.
• An information obtained from a client by a member or assistant of
a law firm is information imparted to the firm. This is not a
mere fiction or an arbitrary rule; for such member or assistant, as
in our case, not only acts in the name and interest of the firm, but
his information, by the nature of his connection with the firm is
available to his associates or employers. – Hilado v. David, et.
Al., G.R. No. L-961, September 21, 1949
CANON 15 - A lawyer shall observe candor, fairness and loyalty
in all his dealings and transactions with his clients
• Rule 15.01. - A lawyer, in conferring with a prospective client,
shall ascertain as soon as practicable whether the matter would
involve a conflict with another client or his own interest, and if so,
shall forthwith inform the prospective client.
• Rule 15.03. - A lawyer shall not represent conflicting interests
except by written consent of all concerned given after a full
disclosure of the facts.
• Rule 15.04. - A lawyer may, with the written consent of all
concerned, act as mediator, conciliator or arbitrator in settling
disputes.
• Rule 15.05. - A lawyer when advising his client, shall give a
candid and honest opinion on the merits and probable results of the
client's case, neither overstating nor understating the prospects of
the case.
• Rule 15.08. - A lawyer who is engaged in another profession or
occupation concurrently with the practice of law shall make clear
to his client whether he is acting as a lawyer or in another capacity.
Confidentiality of information is not relevant in COI
• The rule on conflict of interests covers not only cases in which
confidential communications have been confided but also those in
which no confidence has been bestowed or will be used. - Atty.
Jalandoni v. Atty. Villarosa, AC 5303, June 15, 2006
Unqualified opposing interest of new and former clients
• The rule prohibits a lawyer from representing new clients whose
interests oppose those of a former client in any manner, whether
or not they are parties in the same action or in totally unrelated
cases. - Atty. Jalandoni v. Atty. Villarosa, AC 5303, June 15, 2006
• Another test of the inconsistency of interests is whether the
acceptance of a new relation will prevent an attorney from the full
discharge of his duty of undivided fidelity and loyalty to his client
or invite suspicion of unfaithfulness or double-dealing in the
performance thereof, and also whether he will be called upon in
his new relation to use against his first client any knowledge
acquire in the previous employment.
• The first part of the rule refers to cases in which the opposing
parties are present clients either in the same action or in a totally
unrelated case; the second part pertains to those in which the
adverse party against whom the attorney appears is his former
client in a matter which is related, directly or indirectly, to the
present controversy. - Atty. Jalandoni v. Atty. Villarosa, AC 5303,
June 15, 2006
Counsel of corporation cannot represent members of board of
directors
• After due deliberation on the wisdom of this doctrine, we are
sufficiently convinced that a lawyer engaged as counsel for a
corporation cannot represent members of the same corporation’s
board of directors in a derivative suit brought against them. To do
so would be tantamount to representing conflicting interests, which
is prohibited by the Code of Professional Responsibility.(Hornilla
v. Atty. Salunat, A.C. No. 5804, July 1, 2003)
Degree of adverse interest, intention or motive are not material
• An attorney owes to his client undivided allegiance. After being
retained and receiving the confidences of the client, he cannot,
without the free and intelligent consent of his client, act both for
his client and for one whose interest is adverse to, or conflicting
with that of his client in the same general matter…. The
prohibition stands even if the adverse interest is very slight;
neither is it material that the intention and motive of the attorney
may have been honest- Lim Jr. v. Atty. Villarosa, A.C. No. 5303,
June 15, 2006
As to who initiate engagement is immaterial
• To negate any culpability, respondent explained that he did not
offer his legal services to accused Avila and Ilo but it was the two
accused who sought his assistance in executing their extrajudicial
confessions. Nonetheless, he acceded to their request to act as
counsel after apprising them of their constitutional rights and after
being convinced that the accused were under no compulsion to
give their confession. - Perez v. Atty. Dela Torre, AC 6160, March
30, 2006
Retained counsel of either party cannot act as mediator without
consent
• Even respondent’s alleged effort to settle the existing controversy
among the family members was improper because the written
consent of all concerned was still required. A lawyer who acts
as such in settling a dispute cannot represent any of the parties
to it. - Lim Jr. v. Atty. Villarosa, A.C. No. 5303, June 15, 2006
• Rule 15.04. - A lawyer may, with the written consent of all
concerned, act as mediator, conciliator or arbitrator in settling
disputes.
Nature of the case is irrelevant
• The claim of respondent that there is no conflict of interests in this
case, as the civil case handled by their law firm where Gonzales is
the complainant and the criminal cases filed by Gonzales against
the Gatcheco spouses are not related, has no merit. The
representation of opposing clients in said cases, though unrelated,
constitutes conflict of interests or, at the very least, invites
suspicion of double-dealing which this Court cannot allow. -
Gonzales v. Atty. Cabucana, A.C. No. 6836, January 23, 2006
Dismissed employee and counsel of record incompatible
• In the instant case, quite apart from the issue of validity of the
1990 compromise agreement, this Court finds fault in respondent's
omission of that basic sense of fidelity to steer clear of situations
that put his loyalty and devotion to his client, the faculty members
of UST, open to question. Atty. Mariño both as lawyer and
president of the union was duty bound to protect and advance
the interest of union members and the bargaining unit above
his own. This obligation was jeopardized when his personal
interest as one of the dismissed employees of UST complicated the
negotiation process and eventually resulted in the lopsided
compromise agreement that rightly or wrongly brought money to
him and the other dismissed union officers and directors,
seemingly or otherwise at the expense of the faculty members. -
Dr. Gamilla et. al. v. Atty. Mariño Jr., A.C. No. 4763, March 20,
2003
Client of law firm is the client of every partners and associates
• Respondent further argued that it was his brother who represented
Gonzales in the civil case and not him, thus, there could be no
conflict of interests. We do not agree. As respondent admitted, it
was their law firm which represented Gonzales in the civil case.
Such being the case, the rule against representing conflicting
interests applies. - Gonzales v. Atty. Cabucana, A.C. No. 6836,
January 23, 2006
Vicarious disqualification
• Traditionally, if a lawyer is ineligible to represent a particular
client, all members of the lawyer's firm also are ineligible.
• The basis for vicarious disqualification is the "presumption of
shared confidences," which seeks to prevent disclosure of client
confidences, preserve counsel loyalty, and avoid the appearance of
impropriety.
Professional engagement starts the moment the lawyer listens to
his prospective client
• An attorney is employed that is, he is engaged in his professional
capacity as a lawyer or counselor when he is listening to his client
s preliminary statement of his case, or when he is giving advice
thereon, just as truly as when he is drawing his client s pleadings,
or advocating his client s pleadings, or advocating his client s
 cause in open court. - Atty. Catalan v. Atty. Silvosa A.C. No. 7360
[2012]
Good faith is not a defense
• Indeed, the prohibition against representation of conflicting
interests applies although the attorney’s intentions were honest and
he acted in good faith. - Atty. Catalan v. Atty. Silvosa A.C. No.
7360 [2012]
Consent ineffective
• A lawyer may not properly represent conflicting interests even
though the parties concerned agree to the dual representation
where:
1. the conflict is between the attorney’s interest and that of a
client, or
2. between a private client’s interests and that of the
government or any of its instrumentalities.
3. between an accused and counsel.
• Section 12. (Article III of the Constitution)
(1) Any person under investigation for the commission of an
offense shall have the right to be informed of his right to remain
silent and to have competent and independent counsel
preferably of his own choice. If the person cannot afford the
services of counsel, he must be provided with one. These rights
cannot be waived except in writing and in the presence of counsel.
Three tests to determine conflicting interests
• The first is when, on behalf of one client, it is the attorney’s duty to
contest for that which his duty to another client requires him to
oppose or when this possibility of such situation will develop
(conflicting duties).
• The second test is whether the acceptance of the new relation will
prevent a lawyer from the full discharge of his duty of undivided
fidelity and loyalty to his client or will invite suspicion of
unfaithfulness or double-dealing in the performance thereof
(Invitation of suspicion).
• The third test is whether a lawyer will be called upon in his new
relation to use against the first client any knowledge acquired in
the previous employment (use of prior knowledge obtained).
• Representing conflicting interests would occur only where the
attorney’s new engagement would require her to use against a
former client any confidential information gained from the
previous professional relation.
• The prohibition did not cover a situation where the subject matter
of the present engagement was totally unrelated to the previous
engagement of the attorney.
• - Seares, Jr. v. Atty. Gonzales-Alzate, Adm. Case No. 9058
November 14, 2012
• Remember: The test to determine whether there is a conflict of
interest in the representation is PROBABILITY, not certainty of
conflict.
• It is of no moment that the lawyer would not be called upon to
contend for one client that which the lawyer has to oppose for the
other client, or that there would be no occasion to use the
confidential information acquired from one to the disadvantage of
the other as the two actions are wholly unrelated. It is enough
that the opposing parties in one case, one of whom would lose
the suit, are present clients and the nature or conditions of the
lawyer’s respective retainers with each of them would affect the
performance of the duty of undivided fidelity to both clients. -
Quiambao v. Atty. Bamba, Adm. Case No. 6708 August 25, 2005
Effects of Representing Adverse Interests
1. Disqualification as counsel of new client on petition of former
client.
2. Where such is unknown to, becomes prejudicial interests of the
new client, a judgment against such may, on that ground be set aside.
 3. A lawyer can be held administratively liable through
disciplinary action and may be held criminally liable for betrayal of
trust.
4. The attorney’s right to fees may be defeated if found to be
related to such conflict and such was objected to by the former client,
or if there was a concealment and prejudice by reason of the attorney’s
previous professional relationship with the opposite party.
What are the types of conflict of interest?
1. Concurrent or multiple or simultaneous representation:
» A lawyer represents clients whose objectives are adverse to each
other, no matter how slight or remote these are
» Take note of this minimal degree
» Ex. A CPA-lawyer being part of a firm that represents the estate
and being part of the accountancy firm that represents the
creditors. The conflict need not arise from two legal
relationships.
2. Sequential or successive representation:
» Representation of present client who may have an interest adverse
to prior client.
• Successive representation - when a lawyer or law firm seeks to
represent a client whose interests are adverse to a former client
without the former client's consent. The rule against simultaneous
representation is based principally on the duty of undivided
loyalty.
• Unlike simultaneous representation, successive representation is
not prima facie improper. The duty to preserve client
confidences is the primary ethical consideration implicated by
successive representation.
• Successive representation implicates both the duty of loyalty and
the preservation of the attorney-client relationship.
Suspicion of Double-dealing even if the case is unrelated
• We do not sustain respondent’s theory that since the ejectment case
and the replevin case are unrelated cases fraught with different
issues, parties, and subject matters, the prohibition is
inapplicable. His representation of opposing clients in both
cases, though unrelated, obviously constitutes conflict of
interest or, at the least, invites suspicion of double-dealing. -
Quiambao v. Atty. Bamba, Adm. Case No. 6708 August 25, 2005
Does the lawyer have to be the counsel-of-record for the other
party to violate this provision?
• To be guilty of representing conflicting interests, a counsel-of-
record of one party need not also be counsel-of-record of the
adverse party. He does not have to publicly hold himself as the
counsel of the adverse party, nor make his efforts to advance the
adverse party’s conflicting interests of record­­­ although these
circumstances are the most obvious and satisfactory proof of the
charge. It is enough that the counsel of one party had a hand in
the preparation of the pleading of the other party, claiming
adverse and conflicting interests with that of his original client. To
require that he also be counsel-of-record of the adverse party
would punish only the most obvious form of deceit and reward,
with impunity, the highest form of disloyalty. – Artezuela v. Atty.
Maderazo, A.C. No. 4354. April 22, 2002
Only instance when a lawyer can represent conflicting interest
• A lawyer cannot represent conflicting interests except by written
consent of all concerned given after a full disclosure of the facts.
– Santos Ventura Hocorma Foundation, Inc. v. Atty. Funk, A.C.
No. 9094 August 15, 2012
Limit of full disclosure
• A lawyer is forbidden from representing a subsequent client
against a former client when the subject matter of the present
controversy is related, directly or indirectly, to the subject matter
of the previous litigation in which he appeared for the former
client. Conversely, he may properly act as counsel for a new client,
 with full disclosure to the latter, against a former client in a matter
wholly unrelated to that of the previous employment, there
being in that instance no conflict of interests.
• Where, however, the subject matter of the present suit between the
lawyer’s new client and his former client is in some way
connected with that of the former client’s action, the lawyer
may have to contend for his new client that which he previously
opposed as counsel for the former client or to use against the latter
information confided to him as his counsel. - Pormento, Sr. v. Atty.
Pontevedra, A.C. No. 5128. March 31, 2005
Purpose and intention is immaterial
• Respondent contends that he handled the defense of the accused in
the subject criminal case for humanitarian reasons and with the
honest belief that there exists no conflict of interests. However,
the rule is settled that the prohibition against representation of
conflicting interests applies although the attorney’s intentions and
motives were honest and he acted in good faith. Moreover, the
fact that the conflict of interests is remote or merely probable does
not make the prohibition inoperative. - Pormento, Sr. v. Atty.
Pontevedra, A.C. No. 5128. March 31, 2005
Termination of A-C relations is not a justification
• Respondent also asserts that when he accepted employment in
Criminal Case No. 3159, the attorney-client relations between him
and complainant in Civil Case No. 1648 had already been
terminated. This defense does not hold water because the
termination of the relation of attorney and client provides no
justification for a lawyer to represent an interest adverse to or
in conflict with that of the former client. – Pormento, Sr. v. Atty.
Pontevedra, A.C. No. 5128. March 31, 2005
Acquired knowledge of former client’s doings is indelible
• The reason for this is that a lawyer acquires knowledge of his
former client's doings, whether documented or not, that he would
ordinarily not have acquired were it not for the trust and
confidence that his client placed on him in the light of their
relationship. It would simply be impossible for the lawyer to
identify and erase such entrusted knowledge with faultless
precision or lock the same into an iron box when suing the former
client on behalf of a new one. - Santos Ventura Hocorma
Foundation, Inc. v. Atty. Funk, A.C. No. 9094 August 15, 2012
Good faith and honest intention is not a defense
• That the representation of conflicting interest is in good faith and
with honest intention on the part of the lawyer does not make the
prohibition inoperative. - Quiambao v. Atty. Bamba, Adm. Case
No. 6708 August 25, 2005
• Although there are instances where lawyers cannot decline
representation, they cannot be made to labor under conflict of
interest between a present client and a prospective one. –
Quiambao v. Atty. Bamba, Adm. Case No. 6708 August 25, 2005
The prohibition against conflict of interest rests on five rationales,
rendered as follows:
• x x x. First, the law seeks to assure clients that their lawyers will
represent them with undivided loyalty. A client is entitled to be
represented by a lawyer whom the client can trust. Instilling such
confidence is an objective important in itself. x x x.
• Second, the prohibition against conflicts of interest seeks to
enhance the effectiveness of legal representation. To the extent that
a conflict of interest undermines the independence of the lawyer’s
professional judgment or inhibits a lawyer from working with
appropriate vigor in the client’s behalf, the client’s expectation of
effective representation x x x could be compromised. - Samson v.
Atty. Era, A.C. No. 6664 July 16, 2013
• Third, a client has a legal right to have the lawyer safeguard the
client’s confidential information xxx. Preventing use of
confidential client information against the interests of the client,
either to benefit the lawyer’s personal interest, in aid of some other
client, or to foster an assumed public purpose is facilitated through
conflicts rules that reduce the opportunity for such abuse.
• Fourth, conflicts rules help ensure that lawyers will not exploit
clients, such as by inducing a client to make a gift to the lawyer
xxx.
• Finally, some conflict-of-interest rules protect interests of the legal
system in obtaining adequate presentations to tribunals. In the
absence of such rules, for example, a lawyer might appear on both
sides of the litigation, complicating the process of taking proof and
compromise adversary argumentation x x x. - Samson v. Atty. Era,
A.C. No. 6664 July 16, 2013
Informed consent must be written
• A client's implied consent is insufficient to waive a potential
conflict of interest.
• Rule 15.03. - A lawyer shall not represent conflicting interests
except by written consent of all concerned given after a full
disclosure of the facts.
• While the respondent may assert that the complainant expressly
consented to his continued representation in the ejectment case, the
respondent failed to show that he fully disclosed the facts to both
his clients and he failed to present any written consent of the
complainant and AIB as required under Rule 15.03, Canon 15 of
the Code of Professional Responsibility. - Quiambao v. Atty.
Bamba, Adm. Case No. 6708 August 25, 2005
COI remains after termination of attorney-client relationship
• The termination of the attorney-client relationship does not justify
a lawyer to represent an interest adverse to or in conflict with that
of the former client. The spirit behind this rule is that the client’s
confidence once given should not be stripped by the mere
expiration of the professional employment. Even after the
severance of the relation, a lawyer should not do anything that will
injuriously affect his former client in any matter in which the
lawyer previously represented the client. – Samson v. Atty. Era,
A.C. No. 6664 July 16, 2013
Current observations husband and wife lawyers in legal practice
• Where both husband and wife are lawyers but they are not
practicing in association with one another, may they or their firms
represent differing interests?
• Some firms apparently have been reluctant to employ one spouse-
lawyer where that person's husband or wife is, or may soon be,
practicing with another firm in the same city or area.
• Some law firms are concerned whether a law firm is disqualified,
by reason of its employment of one spouse, to represent a client
opposing an interest represented by another law firm that employs
the husband or wife of the inquiring firm's associate.
• It is not necessarily improper for husband-and-wife lawyers who
are practicing in different offices or firms to represent differing
interests. No disciplinary rule expressly requires a lawyer to
decline employment if a husband, wife, son, daughter, brother,
father, or other close relative represents the opposing party in
negotiation or litigation.
• Likewise, it is not necessarily improper for a law firm having a
married partner or associate to represent clients whose interests are
opposed to those of other clients represented by another law firm
with which the married lawyer's spouse is associated as a lawyer.
• Married partners who are lawyers must guard carefully at all times
against inadvertent violations of their professional responsibilities
arising by reason of the marital relationship.
• The disqualification of married or related lawyers who oppose one
another professionally is not generally imputed to other lawyers in
the related lawyer's law offices.
• Such personal disqualification is not imputed to the spouses' firms
unless the lawyers have a personal interest in the outcome of the
case.
Special circumstances that highlight the concern
1. whether the fee of either firm is contingent,
2. whether the disputed matter is one of negotiation or
litigation, and whether the married lawyer in question will or
will not actually be working on the particular matter.
 3. Another variation of the problem is the situation in which a
governmental agency, such as a district attorney or an
attorney general, is the employer of either the husband or the
wife, and the spouse is associated with a law firm in the same
community.
Concerns about husband & wife lawyers
• Yet it also must be recognized that the relationship of husband
and wife is so close that the possibility of an inadvertent breach of
a confidence or the unavoidable receipt of information concerning
the client by the spouse other than the one who represents the
client (for example, information contained in a telephoned message
left for the lawyer at home) is substantial. Because of the closeness
of the husband-and-wife relationship, a lawyer who is married to
a lawyer must be particularly careful.
Recommendations
• Married partners who are lawyers must guard carefully at all times
against inadvertent violations of their professional responsibilities
arising by reason of the marital relationship.
Lawyer Relatives
• Ethical precepts admonish lawyers related by blood or marriage to
avoid adversarial representations without the informed consent of
the parties.
• Lawyers related by blood or marriage have long been permitted to
represent adversarial interests provided that a reasonable effort is
made to anticipate and expose potential conflicts to clients before
obtaining their consent to representation.
• Faced with client consent, courts have consistently required an
actual conflict of interest rather than simply the fact of adversarial
lawyer relatives before ordering disqualification.
Personal Relationships
• A lawyer is romantically involved with the opposing party’s
attorney, or sexually involved with a client, the lawyer’s loyalty or
judgment can be impaired.
• Lawyers who are dating and also representing adversaries in
litigation should disclose their relationship if it is sufficiently close
that their clients might have questions about the lawyers' ability to
represent them zealously.
• Lawyers who are otherwise personally close should do likewise.
• The lawyer had enjoyed an "intimate physical relationship" with
the secretary and talked with her "about significant aspects of the
case," for which he was disqualified.
• A lawyer is prohibited from having sex with a client unless a
consensual sexual relationship existed prior to the start of
professional representation.
Duty to protect only matters acquired during the lawyer-client
relationship
• The intent of the law is to impose upon the lawyer the duty to
protect the client’s interests only on matters that he previously
handled for the former client and not for matters that arose after
the lawyer-client relationship has terminated. – Palm v. Atty.
Iledan, Jr. A.C. No. 8242 [2009]
CHAPTER 8
“Conflict of interest” of Corporate Lawyers
CPR provisions
 Rule 15.03. - A lawyer shall not represent conflicting interests
except by written consent of all concerned given after a full
disclosure of the facts.
 Canon 21. A lawyer shall preserve the confidence and secrets of
his client even after the attorney-client relationship is terminated.
Corporate counsel and possibility of COI
 Members of the Board of Directors
 Employees of the corporation
 General public
  Counsel’s private interest
Duty of attorney to a corporate client
 “[a]n attorney for a corporate client owes his duty [of loyalty] ot
the corporate entity rather than a particular officer, director, or
shareholder.” ­ ABC Trans Natl Transport, Inc. v. Aeronautics
Forwarders, Inc, 413 NE.2d 1299, 1310 1980
 “[a] corporate attorney represents the corporation, not the
individual directors or officers.” ­ Heim v. Signcraft Screenprint
Inc, No 01C50014, 2001 WL 1018228 2001
 “[t]he attorney for a corporation, even a closely held one, does not
have a specific fiduciary duty toward the individual
shareholders.” ­ Kopka v. Kamensky and Rubenstein, 821 NE.2d
719, 727 (2004)
 He should resolve all doubts against the propriety of the
representation. – Cannon v. U.S. Acoustics Corp. 398 F.Supp. 209
(1975)
Can a lawyer engaged by a corporation defend members of the
board of the same corporation in a derivative suit?
 We are sufficiently convinced that a lawyer engaged as counsel for
a corporation cannot represent members of the same corporation’s
board of directors in a derivative suit brought against them. To do
so would be tantamount to representing conflicting interests, which
is prohibited by the Code of Professional Responsibility.
 Furthermore, this restriction on dual representation should not be
waivable by consent in the usual way; the corporation should be
presumptively incapable of giving valid consent. – Hornilla v.
Atty. Salunat, A.C. No. 5804. July 1, 2003
Palm v. Atty. Iledan, Jr. A.C. No. 8242 [2009]
 Complainant is the President of Comtech, a corporation engaged in
the business of computer software development.
 From February 2003 to November 2003, respondent served as
Comtech’s retained corporate counsel for the amount of P6,000
per month as retainer fee.
 From September to October 2003, complainant personally met
with respondent to review corporate matters, including potential
amendments to the corporate by-laws.
 In a meeting held on 1 October 2003, respondent suggested that
Comtech amend its corporate by-laws to allow participation
during board meetings, through teleconference, of members of
the Board of Directors who were outside the Philippines.
 Comtech decided to terminate its retainer agreement with
respondent effective November 2003.
 On 24 March 2004, Comtech’s new counsel sent a demand letter to
Soledad [a former officer and director of Comtech, who resigned
and who was suspected of releasing unauthorized disbursements of
corporate funds] to return or account for the amount of P90,466.10
representing her unauthorized disbursements when she was the
Corporate Treasurer of Comtech.
 On 22 April 2004, Comtech received Soledad’s reply, signed by
respondent.
 In July 2004, due to Soledad’s failure to comply with Comtech's
written demands, Comtech filed a complaint for Estafa against
Soledad before the Makati Prosecutor’s Office. In the proceedings
before the City Prosecution Office of Makati, respondent
appeared as Soledad’s counsel.
 In his Answer, respondent alleged that in January 2002, Soledad
consulted him on process and procedure in acquiring property.
 In April 2002, Soledad again consulted him about the legal
requirements of putting up a domestic corporation. In February
2003, Soledad engaged his services as consultant for Comtech.
 Respondent alleged that from February to October 2003, neither
Soledad nor Palm consulted him on confidential or privileged
matter concerning the operations of the corporation.
Respondent further alleged that he had no access to any record of
Comtech.
 Respondent admitted that during the months of September and
October 2003, complainant met with him regarding the
procedure in amending the corporate by-laws to allow board
members outside the Philippines to participate in board meetings.
 Respondent alleged that there was no conflict of interest when he
represented Soledad in the case for Estafa filed by Comtech. He
alleged that Soledad was already a client before he became a
consultant for Comtech. He alleged that the criminal case was
not related to or connected with the limited procedural queries
he handled with Comtech.
 In addition, although the information about the necessity to amend
the corporate by-laws may have been given to respondent, it could
not be considered a confidential information.
 Further, whenever any amendment or adoption of new by-laws is
made, copies of the amendments or the new by-laws are filed with
the Securities and Exchange Commission (SEC) and attached to
the original articles of incorporation and by-laws. The documents
are public records and could not be considered confidential.
 We agree with the IBP that in the course of complainant’s
consultations, respondent obtained the information about the
need to amend the corporate by-laws to allow board members
outside the Philippines to participate in board meetings
through teleconferencing. Respondent himself admitted this in
his Answer.
 It is settled that the mere relation of attorney and client does not
raise a presumption of confidentiality. The client must intend the
communication to be confidential. Since the proposed
amendments must be approved by at least a majority of the
stockholders, and copies of the amended by-laws must be filed
with the SEC, the information could not have been intended to
be confidential. Thus, the disclosure made by respondent
during the stockholders’ meeting could not be considered a
violation of his client’s secrets and confidence within the
contemplation of Canon 21 of the Code of Professional
Responsibility.
 We find no conflict of interest when respondent represented
Soledad in a case filed by Comtech. The case where respondent
represents Soledad is an Estafa case filed by Comtech against its
former officer. There was nothing in the records that would
show that respondent used against Comtech any confidential
information acquired while he was still Comtech’s retained
counsel.
 Further, respondent made the representation after the
termination of his retainer agreement with Comtech. A
lawyer’s immutable duty to a former client does not cover
transactions that occurred beyond the lawyer’s employment with
the client.
 The intent of the law is to impose upon the lawyer the duty to
protect the client’s interests only on matters that he previously
handled for the former client and not for matters that arose after
the lawyer-client relationship has terminated.
Santos Ventura Hocorma Foundation, Inc. v. Atty. Funk, A.C. No.
9094 August 15, 2012
 It alleged that Atty. Funk used to work as corporate secretary,
counsel, chief executive officer, and trustee of the Santos Ventura
Hocorma foundation from 1983 to 1985. He also served as its
counsel in several criminal and civil cases.
 Hocorma Foundation further alleged that on November 25, 2006
Atty. Funk filed an action for quieting of title and damages against
Hocorma Foundation on behalf of Mabalacat Institute, Inc.
(Mabalacat Institute). Atty. Funk did so, according to the
foundation, using information that he acquired while serving as
its counsel xxx.
 Here, it is undeniable that Atty. Funk was formerly the legal
counsel of Hocorma Foundation. Years after terminating his
relationship with the foundation, he filed a complaint against it
 on behalf of another client, the Mabalacat Institute, without the
foundation's written consent.
 Here, the evidence shows that Hocorma Foundation availed
itself of the legal services of Atty. Funk in connection with,
among others, the transfer of one of the properties subject of the
several suits that the lawyer subsequently filed against the
foundation. Indeed, Atty. Funk collected attorney's fees from
the foundation for such services.
 An attorney may not, without being guilty of professional
misconduct, act as counsel for a person whose interest conflicts
with that of his present or former client. This rule is so absolute
that good faith and honest intention on the erring lawyer's part
does not make it inoperative.
 The reason for this is that a lawyer acquires knowledge of his
former client's doings, whether documented or not, that he
would ordinarily not have acquired were it not for the trust
and confidence that his client placed on him in the light of their
relationship.
 It would simply be impossible for the lawyer to identify and erase
such entrusted ledge with faultless precision or lock the same into
an iron box when suing the former client on behalf of a new one.
Hornilla v. Atty. Salunat A.C. No. 5804, July 1, 2003
 They alleged that respondent is a member of the ASSA Law and
Associates, which was the retained counsel of the Philippine
Public School Teachers Association (PPSTA). Respondent’s
brother, Aurelio S. Salunat, was a member of the PPSTA Board
which approved respondent’s engagement as retained counsel of
PPSTA.
 Complainants, who are members of the PPSTA, filed an intra-
corporate case against its members of the Board of Directors
for the terms 1992-1995 and 1995-1997 before the Securities and
Exchange Commission. which was docketed as SEC Case No. 05-
97-5657, and a complaint before the Office of the Ombudsman,
docketed as OMB Case No. 0-97-0695, for unlawful spending and
the undervalued sale of real property of the PPSTA.
 Respondent entered his appearance as counsel for the PPSTA
Board members in the said cases.
 Complainants contend that respondent was guilty of conflict of
interest because he was engaged by the PPSTA, of which
complainants were members, and was being paid out of its
corporate funds where complainants have contributed. Despite
being told by PPSTA members of the said conflict of interest,
respondent refused to withdraw his appearance in the said
cases.
 Respondent admits that the ASSA Law Firm, of which he is the
Managing Partner, was the retained counsel of PPSTA. Yet, he
appeared as counsel of record for the respondent Board of
Directors in the said case. Clearly, respondent was guilty of
conflict of interest when he represented the parties against
whom his other client, the PPSTA, filed suit.
What is a “derivative suit”?
 Where corporate directors have committed a breach of trust either
by their frauds, ultra vires acts, or negligence, and the corporation
is unable or unwilling to institute suit to remedy the wrong, a
stockholder may sue on behalf of himself and other
stockholders and for the benefit of the corporation, to bring
about a redress of the wrong done directly to the corporation and
indirectly to the stockholders.
 This is what is known as a derivative suit, and settled is the
doctrine that in a derivative suit, the corporation is the real party in
interest while the stockholder filing suit for the corporation’s
behalf is only nominal party. The corporation should be included
as a party in the suit.
 A lawyer engaged as counsel for a corporation cannot represent
members of the same corporation’s board of directors in a
derivative suit brought against them. To do so would be
 tantamount to representing conflicting interests, which is
prohibited by the Code of Professional Responsibility.
 The interest of the corporate client is paramount and should
not be influenced by any interest of the individual corporate
officials.
Corporation cannot “consent” to a representation of a lawyer with
COI
 The cases and ethics opinions differ on whether there must be
separate representation from the outset or merely from the time the
corporation seeks to take an active role. Furthermore, this
restriction on dual representation should not be waivable by
consent in the usual way; the corporation should be
presumptively incapable of giving valid consent.
 Outside counsel must thus be retained to represent one of the
defendants.
 Rule 15.03. - A lawyer shall not represent conflicting interests
except by written consent of all concerned given after a full
disclosure of the facts.
Quiambao v. Atty. Nestor Bamba A. C. No. 6708 August 25, 2005
 Complainant Felicitas S. Quiambao charges respondent Atty.
Nestor A. Bamba with violation of the Code of Professional
Responsibility for representing conflicting interests when the
latter filed a case against her while he was at that time
representing her in another case, and for committing other acts
of disloyalty and double-dealing.
 The complainant was the president and managing director of
Allied Investigation Bureau, Inc. (AIB), a family-owned
corporation engaged in providing security and investigation
services. She avers that she procured the legal services of the
respondent not only for the corporate affairs of AIB but also for
her personal case.
 Particularly, the Spouses Santiago and Florita Torroba filed by her
on 29 December 2000 before the Metropolitan Trial Court (MeTC)
of Parañaque City.
 About six months after she resigned as AIB president, or on 14
June 2001, the respondent filed on behalf of AIB a complaint for
replevin and damages against her before the MeTC of Quezon
City for the purpose of recovering from her the car of AIB
assigned to her as a service vehicle. This he did without
withdrawing as counsel of record in the ejectment case, which
was then still pending.
 We do not sustain respondent’s theory that since the ejectment case
and the replevin case are unrelated cases fraught with different
issues, parties, and subject matters, the prohibition is inapplicable.
His representation of opposing clients in both cases, though
unrelated, obviously constitutes conflict of interest or, at the least,
invites suspicion of double-dealing.
 While the respondent may assert that the complainant expressly
consented to his continued representation in the ejectment case, the
respondent failed to show that he fully disclosed the facts to
both his clients and he failed to present any written consent of
the complainant and AIB as required under Rule 15.03, Canon 15
of the Code of Professional Responsibility.
 Neither can we accept respondent’s plea that he was duty-bound to
handle all the cases referred to him by AIB, including the
personal cases of its officers which had no connection to its
corporate affairs. That the representation of conflicting interest is
in good faith and with honest intention on the part of the lawyer
does not make the prohibition inoperative.
Extent or degree of prohibition on representing COI
 It must be noted that the proscription against representation of
conflicting interests finds application where the conflicting
interests arise with respect to the same general matter however
slight the adverse interest may be.
 It applies even if the conflict pertains to the lawyer’s private interest of SBHI since the latter was the real owner of the land
activity or in the performance of a function in a non- in controversy.
professional capacity.  Respondent claims that there was no attorney-client relationship
between her and complainant. The claim has no merit. It was
 Business transactions between an attorney and his client are complainant who retained respondent to form a corporation.
disfavored and discouraged by the policy of the law. She appeared as counsel in behalf of complainant.
 The present situation shows a clear case of conflict of interest of
De Guzman v. Atty. L. De Dios, A.C. No. 4943 January 26, 2001 the respondent.
 In 1995, complainant engaged the services of respondent as
counsel in order to form a corporation.
 On January 10, 1996, with the assistance of Atty. De Dios,
complainant registered Suzuki Beach Hotel, Inc. (SBHI) with the
Securities and Exchange Commission.
 On December 15, 1997, the corporation required complainant to
pay her unpaid subscribed shares of stock amounting to two
million two hundred and thirty five thousand pesos
(P2,235,000.00) or 22,350 shares, on or before December 30,
1997.
 Complainant soon learned that her shares had been acquired by
Ramon del Rosario, one of the incorporators of SBHI. The sale
ousted complainant from the corporation completely. While
respondent rose to be president of the corporation,
complainant lost all her life's savings invested therein.
 Complainant alleged that she relied on the advice of Atty. de Dios
and believed that as the majority stockholder, Atty. de Dios would
help her with the management of the corporation.
 Complainant pointed out that respondent appeared as her
counsel and signed pleadings in a case where complainant was
one of the parties. Respondent, however, explained that she only
appeared because the property involved belonged to SBHI.
 Respondent alleged that complainant misunderstood the role of
respondent as legal counsel of Suzuki Beach Hotel, Inc.
Respondent manifested that her appearance as counsel for
complainant Diana de Guzman was to protect the rights and