December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.i

CHAPTER 32
IOWA RULES OF PROFESSIONAL CONDUCTPREAMBLE AND SCOPE

Rule 32:1.0

Terminology
CLIENT-LAWYER RELATIONSHIP

Rule 32:1.1
Rule 32:1.2
Rule 32:1.3
Rule 32:1.4
Rule 32:1.5
Rule 32:1.6
Rule 32:1.7
Rule 32:1.8
Rule 32:1.9
Rule 32:1.10
Rule 32:1.11
Rule 32:1.12
Rule 32:1.13
Rule 32:1.14
Rule 32:1.15
Rule 32:1.16
Rule 32:1.17
Rule 32:1.18

Competence
Scope of representation and allocation of authority between client
and lawyer
Diligence
Communications
Fees
Confidentiality of information
Conflict of interest: current clients
Conflict of interest: current clients: specific rules
Duties to former clients
Imputation of conflicts of interest: general rule
Special conflicts of interest for former and current government officers
and employees
Former judge, arbitrator, mediator, or other third-party neutral
Organization as client
Client with diminished capacity
Safekeeping property
Declining or terminating representation
Sale of law practice
Duties to prospective client
COUNSELOR

Rule 32:2.1
Rule 32:2.2
Rule 32:2.3
Rule 32:2.4

AdvisorReserved
Evaluation for use by third persons
Lawyer serving as third-party neutral
ADVOCATE

Rule 32:3.1
Rule 32:3.2
Rule 32:3.3
Rule 32:3.4
Rule 32:3.5
Rule 32:3.6
Rule 32:3.7
Rule 32:3.8
Rule 32:3.9

Meritorious claims and contentions
Expediting litigation
Candor toward the tribunal
Fairness to opposing party and counsel
Impartiality and decorum of the tribunal
Trial publicity
Lawyer as witness
Special responsibilities of a prosecutor
Advocate in nonadjudicative proceedings
TRANSACTIONS WITH PERSONS OTHER THAN CLIENTSRule 32:4.1
Rule 32:4.2
Rule 32:4.3
Rule 32:4.4

Truthfulness in statements to others
Communication with person represented by counsel
Dealing with unrepresented person
Respect for rights of third persons
LAW FIRMS AND ASSOCIATIONSRule 32:5.1
Rule 32:5.2
Rule 32:5.3
Rule 32:5.4

Responsibilities of a partner or supervisory lawyer
Responsibilities of a subordinate lawyer
Responsibilities regarding nonlawyer assistanceProfessional independence of a lawyer

Ch 32, p.ii

Rule 32:5.5
Rule 32:5.6
Rule 32:5.7

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December 2020

Unauthorized practice of law; multijurisdictional practice of law
Restrictions on right to practice
Responsibilities regarding law-related services
PUBLIC SERVICE

Rule 32:6.1
Rule 32:6.2
Rule 32:6.3
Rule 32:6.4
Rule 32:6.5

Voluntary pro bono publico service
Accepting appointments
Membership in legal services organization
Law reform activities affecting client interests
Nonprofit and court-annexed limited legal services programs
INFORMATION ABOUT LEGAL SERVICES

Rule 32:7.1
Rule 32:7.2
Rule 32:7.3
Rule 32:7.4
Rule 32:7.5
Rule 32:7.6

Communications concerning a lawyer’s services
Communications concerning a lawyer’s services: specific rules
Solicitation of clientsReserved
Reserved
Political contributions to obtain government legal engagements or
appointments by judges
MAINTAINING THE INTEGRITY OF THE PROFESSION

Rule 32:8.1
Rule 32:8.2
Rule 32:8.3
Rule 32:8.4
Rule 32:8.5

Bar admission and disciplinary matters
Judicial and legal officials
Reporting professional misconduct
Misconduct
Disciplinary authority; choice of law

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.1

CHAPTER 32
IOWA RULES OF PROFESSIONAL CONDUCTPREAMBLE AND SCOPE

PREAMBLE:A LAWYER ’S RESPONSIBILITIES[1] A lawyer, as a member of the legal profession, is a representative of clients, an officer of thelegal system, and a public citizen having special responsibility for the quality of justice.
[2] As a representative of clients, a lawyer performs various functions. As advisor, a lawyer
provides a client with an informed understanding of the client’s legal rights and obligations andexplains their practical implications. As advocate, a lawyer zealously asserts the client’s position
under the rules of the adversary system. As negotiator, a lawyer seeks a result advantageous to theclient but consistent with requirements of honest dealings with others. As an evaluator, a lawyer acts
by examining a client’s legal affairs and reporting about them to the client or to others.
[3] In addition to these representational functions, a lawyer may serve as a third-party neutral, anonrepresentational role helping the parties to resolve a dispute or other matter. Some of these rules
apply directly to lawyers who are or have served as third-party neutrals. See, e.g., rules 32:1.12
and 32:2.4. In addition, there are rules that apply to lawyers who are not active in the practice oflaw or to practicing lawyers even when they are acting in a nonprofessional capacity. For example, alawyer who commits fraud in the conduct of a business is subject to discipline for engaging in conduct
involving dishonesty, fraud, deceit, or misrepresentation. See rule 32:8.4.
[4] In all professional functions a lawyer should be competent, prompt, and diligent. A lawyer
should maintain communication with a client concerning the representation. A lawyer should keepin confidence information relating to representation of a client except so far as disclosure is requiredor permitted by the Iowa Rules of Professional Conduct or other law.
[5] A lawyer’s conduct should conform to the requirements of the law, both in professional service
to clients and in the lawyer’s business and personal affairs. A lawyer should use the law’s procedures
only for legitimate purposes and not to harass or intimidate others. A lawyer should demonstrate
respect for the legal system and for those who serve it, including judges, other lawyers, and public
officials. While it is a lawyer’s duty, when necessary, to challenge the rectitude of official action, it
is also a lawyer’s duty to uphold legal process.
[6] As a public citizen, a lawyer should seek improvement of the law, access to the legal system,
the administration of justice, and the quality of service rendered by the legal profession. As a memberof a learned profession, a lawyer should cultivate knowledge of the law beyond its use for clients,
employ that knowledge in reform of the law, and work to strengthen legal education. In addition, alawyer should further the public’s understanding of and confidence in the rule of law and the justicesystem because legal institutions in a constitutional democracy depend on popular participation andsupport to maintain their authority. A lawyer should be mindful of deficiencies in the administration ofjustice and of the fact that the poor, and sometimes persons who are not poor, cannot afford adequate
legal assistance. Therefore, all lawyers should devote professional time and resources and use civic
influence to ensure equal access to our system of justice for all those who because of economic orsocial barriers cannot afford or secure adequate legal counsel. A lawyer should aid the legal professionin pursuing these objectives and should help the bar regulate itself in the public interest.
[7] Many of a lawyer’s professional responsibilities are prescribed in the Iowa Rules of Professional
Conduct, as well as substantive and procedural law. However, a lawyer is also guided by personal
conscience and the approbation of professional peers. A lawyer should strive to attain the highest
level of skill, to improve the law and the legal profession, and to exemplify the legal profession’s
ideals of public service.
[8] A lawyer’s responsibilities as a representative of clients, an officer of the legal system, and apublic citizen are usually harmonious. Thus, when an opposing party is well represented, a lawyer
can be a zealous advocate on behalf of a client and at the same time assume that justice is being done.
So also, a lawyer can be sure that preserving client confidences ordinarily serves the public interestCh 32, p.2

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December 2020

because people are more likely to seek legal advice, and thereby heed their legal obligations, when
they know their communications will be private.
[9] In the nature of law practice, however, conflicting responsibilities are encountered. Virtually all
difficult ethical problems arise from conflict between a lawyer’s responsibilities to clients, to the legal
system, and to the lawyer’s own interest in remaining an ethical person while earning a satisfactoryliving. The Iowa Rules of Professional Conduct often prescribe terms for resolving such conflicts.
Within the framework of these rules, however, many difficult issues of professional discretion canarise. Such issues must be resolved through the exercise of sensitive professional and moral judgment
guided by the basic principles underlying the rules. These principles include the lawyer’s obligation
zealously to protect and pursue a client’s legitimate interests, within the bounds of the law, while
maintaining a professional, courteous, and civil attitude toward all persons involved in the legal
system.
[10] The legal profession is largely self-governing. Although other professions also have been
granted powers of self-government, the legal profession is unique in this respect because of the close
relationship between the profession and the processes of government and law enforcement. Thisconnection is manifested in the fact that ultimate authority over the legal profession is vested largelyin the courts.
[11] To the extent that lawyers meet the obligations of their professional calling, the occasion
for government regulation is obviated. Self-regulation also helps maintain the legal profession’s
independence from government domination. An independent legal profession is an important force
in preserving government under law, for abuse of legal authority is more readily challenged by aprofession whose members are not dependent on government for the right to practice.
[12] The legal profession’s relative autonomy carries with it special responsibilities ofself-government. The profession has a responsibility to ensure that its regulations are conceived in
the public interest and not in furtherance of parochial or self-interested concerns of the bar. Everylawyer is responsible for observance of the Iowa Rules of Professional Conduct. A lawyer should
also aid in securing their observance by other lawyers. Neglect of these responsibilities compromises
the independence of the profession and the public interest which it serves.
[13] Lawyers play a vital role in the preservation of society. The fulfillment of this role requires anunderstanding by lawyers of their relationship to our legal system. The Iowa Rules of Professional
Conduct, when properly applied, serve to define that relationship.
SCOPE[14] The Iowa Rules of Professional Conduct are rules of reason. They should be interpretedwith reference to the purposes of legal representation and of the law itself. Some of the rules areimperatives, cast in the terms “shall” or “shall not.” These define proper conduct for purposes ofprofessional discipline. Others, generally cast in the term “may,” are permissive and define areas
under the rules in which the lawyer has discretion to exercise professional judgment. No disciplinary
action should be taken when the lawyer chooses not to act or acts within the bounds of such discretion.
Other rules define the nature of relationships between the lawyer and others. The rules are thus
partly obligatory and disciplinary and partly constitutive and descriptive in that they define a lawyer’s
professional role. Many of the comments use the term “should.” Comments do not add obligations
to the rules but provide guidance for practicing in compliance with the rules.
[15] The rules presuppose a larger legal context shaping the lawyer’s role. That context includes
court rules and statutes relating to matters of licensure, laws defining specific obligations of lawyers,
and substantive and procedural law in general. The comments are sometimes used to alert lawyers totheir responsibilities under such other law.
[16] Compliance with the rules, as with all law in an open society, depends primarily uponunderstanding and voluntary compliance, secondarily upon reinforcement by peer and public
opinion, and finally, when necessary, upon enforcement through disciplinary proceedings. The rules
do not, however, exhaust the moral and ethical considerations that should inform a lawyer, for noworthwhile human activity can be completely defined by legal rules. The rules simply provide aframework for the ethical practice of law.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.3[17] Furthermore, for purposes of determining the lawyer’s authority and responsibility, principles
of substantive law external to these rules determine whether a client-lawyer relationship exists. Mostof the duties flowing from the client-lawyer relationship attach only after the client has requested thelawyer to render legal services and the lawyer has agreed to do so. But there are some duties, suchas that of confidentiality under rule 32:1.6, that attach when the lawyer agrees to consider whether aclient-lawyer relationship shall be established. See rule 32:1.18. Whether a client-lawyer relationshipexists for any specific purpose can depend on the circumstances and may be a question of fact.
[18] Under various legal provisions, including constitutional, statutory, and common law, theresponsibilities of government lawyers may include authority concerning legal matters that ordinarily
reposes in the client in private client-lawyer relationships. For example, a lawyer for a government
agency may have authority on behalf of the government to decide upon settlement or whether toappeal from an adverse judgment. Such authority in various respects is generally vested in theattorney general and the state’s attorney in state government, and their federal counterparts, and thesame may be true of other government law officers. Also, lawyers under the supervision of theseofficers may be authorized to represent several government agencies in intragovernmental legal
controversies in circumstances where a private lawyer could not represent multiple private clients.
These rules do not abrogate any such authority.
[19] Failure to comply with an obligation or prohibition imposed by a rule is a basis for invoking thedisciplinary process. The rules presuppose that disciplinary assessment of a lawyer’s conduct will bemade on the basis of the facts and circumstances as they existed at the time of the conduct in question
and in recognition of the fact that a lawyer often has to act upon uncertain or incomplete evidence ofthe situation. Moreover, the rules presuppose that whether or not discipline should be imposed for aviolation, and the severity of a sanction, depend on all the circumstances, such as the willfulness andseriousness of the violation, extenuating factors, and whether there have been previous violations.
[20] Violation of a rule should not itself give rise to a cause of action against a lawyer nor should
it create any presumption in such a case that a legal duty has been breached. In addition, violationof a rule does not necessarily warrant any other nondisciplinary remedy, such as disqualificationof a lawyer in pending litigation. The rules are designed to provide guidance to lawyers and toprovide a structure for regulating conduct through disciplinary agencies. They are not designed to
be a basis for civil liability. Furthermore, the purpose of the rules can be subverted when they are
invoked by opposing parties as procedural weapons. The fact that a rule is a just basis for a lawyer’s
self-assessment, or for sanctioning a lawyer under the administration of a disciplinary authority, does
not imply that an antagonist in a collateral proceeding or transaction has standing to seek enforcementof the rule. Nevertheless, since the rules do establish standards of conduct by lawyers, a lawyer’s
violation of a rule may be evidence of breach of the applicable standard of conduct.
[21] The comment accompanying each rule explains and illustrates the meaning and purpose of therule. The Preamble and this note on Scope provide general orientation. The comments are intended
as guides to interpretation, but the text of each rule is authoritative.
Rule 32:1.0 TERMINOLOGY(a) “Belief” or “believes” denotes that the person involved actually supposed the fact in question
to be true. A person’s belief may be inferred from circumstances.
(b) “Confirmed in writing,” when used in reference to the informed consent of a person, denotes
informed consent that is given in writing by the person or a writing that a lawyer promptly transmits
to the person confirming an oral informed consent. See paragraph (e) for the definition of “informed
consent.” If it is not feasible to obtain or transmit the writing at the time the person gives informed
consent, then the lawyer must obtain or transmit it within a reasonable time thereafter.
(c) “Firm” or “law firm” denotes a lawyer or lawyers in a law partnership, professional
corporation, sole proprietorship, or other association authorized to practice law; or lawyers employed
in a legal services organization or the legal department of a corporation or other organization.
(d) “Fraud” or “fraudulent” denotes conduct that is fraudulent under the substantive orprocedural law of the applicable jurisdiction and has a purpose to deceive.
(e) “Informed consent” denotes the agreement by a person to a proposed course of conduct after
the lawyer has communicated adequate information and explanation about the material risks of andCh 32, p.4

RULES OF PROFESSIONAL CONDUCT

December 2020

reasonably available alternatives to the proposed course of conduct.
(f) “Knowingly,” “known,” or “knows” denotes actual knowledge of the fact in question. A
person’s knowledge may be inferred from circumstances.
(g) “Partner” denotes a member of a partnership, a shareholder in a law firm organized as aprofessional corporation, or a member of an association authorized to practice law.
(h) “Reasonable” or “reasonably” when used in relation to conduct by a lawyer denotes the
conduct of a reasonably prudent and competent lawyer.
(i) “Reasonable belief” or “reasonably believes” when used in reference to a lawyer denotesthat the lawyer believes the matter in question and that the circumstances are such that the belief isreasonable.
(j) “Reasonably should know” when used in reference to a lawyer denotes that a lawyer ofreasonable prudence and competence would ascertain the matter in question.
(k) “Screened” denotes the isolation of a lawyer from any participation in a matter through thetimely imposition of procedures within a firm that are reasonably adequate under the circumstances
to protect information that the isolated lawyer is obligated to protect under these rules or other law.
(l) “Substantial” when used in reference to degree or extent denotes a material matter of clear
and weighty importance.
(m) “Tribunal” denotes a court, an arbitrator in a binding arbitration proceeding, or a legislative
body, administrative agency, or other body acting in an adjudicative capacity. A legislative body,administrative agency, or other body acts in an adjudicative capacity when a neutral official, after thepresentation of evidence or legal argument by a party or parties, will render a binding legal judgment
directly affecting a party’s interests in a particular matter.
(n) “Writing” or “written” denotes a tangible or electronic record of a communication or
representation, including handwriting, typewriting, printing, photostating, photography, audio orvideorecording, and electronic communications. A “signed” writing includes an electronic sound,symbol, or process attached to or logically associated with a writing and executed or adopted by aperson with the intent to sign the writing.
Comment
Confirmed in Writing[1] If it is not feasible to obtain or transmit a written confirmation at the time the client gives
informed consent, then the lawyer must obtain or transmit it within a reasonable time thereafter. If alawyer has obtained a client’s informed consent, the lawyer may act in reliance on that consent solong as it is confirmed in writing within a reasonable time thereafter.
Firm[2] Whether two or more lawyers constitute a firm within paragraph (c) can depend on the specificfacts. For example, two practitioners who share office space and occasionally consult or assist eachother ordinarily would not be regarded as constituting a firm. However, if they present themselves tothe public in a way that suggests that they are a firm or conduct themselves as a firm, they should be
regarded as a firm for purposes of the rules. The terms of any formal agreement between associatedlawyers are relevant in determining whether they are a firm, as is the fact that they have mutual
access to information concerning the clients they serve. Furthermore, it is relevant in doubtful cases
to consider the underlying purpose of the rule that is involved. A group of lawyers could be regarded
as a firm for purposes of the rule that the same lawyer should not represent opposing parties inlitigation, while it might not be so regarded for purposes of the rule that information acquired by one
lawyer is attributed to another.
[3] With respect to the law department of an organization, including the government, there isordinarily no question that the members of the department constitute a firm within the meaning of
the Iowa Rules of Professional Conduct. There can be uncertainty, however, as to the identity of
the client. For example, it may not be clear whether the law department of a corporation represents
a subsidiary or an affiliated corporation, as well as the corporation by which the members of thedepartment are directly employed. A similar question can arise concerning an unincorporated
association and its local affiliates.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.5[4] Similar questions can also arise with respect to lawyers in legal aid and legal services
organizations. Depending upon the structure of the organization, the entire organization or different
components of it may constitute a firm or firms for purposes of these rules.
Fraud[5] When used in these rules, the terms “fraud” or “fraudulent” refer to conduct that ischaracterized as such under the substantive or procedural law of the applicable jurisdiction and has apurpose to deceive. This does not include merely negligent misrepresentation or negligent failure toapprise another of relevant information. For purposes of these rules, it is not necessary that anyone
has suffered damages or relied on the misrepresentation or failure to inform.
Informed Consent[6] Many of the Iowa Rules of Professional Conduct require the lawyer to obtain the informed
consent of a client or other person (e.g., a former client or, under certain circumstances, a prospective
client) before accepting or continuing representation or pursuing a course of conduct. See, e.g., rules
32:1.2(c), 32:1.6(a), 32:1.7(b), 32:1.9(a), 32:1.11(a), 32:1.12(a), and 32:1.18(d). The communicationnecessary to obtain such consent will vary according to the rule involved and the circumstances
giving rise to the need to obtain informed consent. The lawyer must make reasonable efforts toensure that the client or other person possesses information reasonably adequate to make an informed
decision. Ordinarily, this will require communication that includes a disclosure of the facts andcircumstances giving rise to the situation, any explanation reasonably necessary to inform the clientor other person of the material advantages and disadvantages of the proposed course of conduct, anda discussion of the client’s or other person’s options and alternatives. In some circumstances it may
be appropriate for a lawyer to advise a client or other person to seek the advice of other counsel. A
lawyer need not inform a client or other person of facts or implications already known to the clientor other person; nevertheless, a lawyer who does not personally inform the client or other person
assumes the risk that the client or other person is inadequately informed and the consent is invalid.
In determining whether the information and explanation provided are reasonably adequate, relevant
factors include whether the client or other person is experienced in legal matters generally and in
making decisions of the type involved, and whether the client or other person is independently
represented by other counsel in giving the consent. Normally, such persons need less informationand explanation than others, and generally a client or other person who is independently represented
by other counsel in giving the consent should be assumed to have given informed consent.
[7] Obtaining informed consent will usually require an affirmative response by the client or otherperson. In general, a lawyer may not assume consent from a client’s or other person’s silence.
Consent may be inferred, however, from the conduct of a client or other person who has reasonably
adequate information about the matter. A number of rules require that a person’s consent be
confirmed in writing. See rules 32:1.7(b), 32:1.9(a), 32:1.11(a), 32:1.12(a), and 32:1.18(d). For adefinition of “writing” and “confirmed in writing,” see paragraphs (n) and (b). Other rules requirethat a client’s consent be obtained in a writing signed by the client. See, e.g., rules 32:1.8(a) and (g).
For a definition of “signed,” see paragraph (n).
Screened[8] This definition applies to situations where screening of a personally disqualified lawyer ispermitted to remove imputation of a conflict of interest under rule 32:1.10, 32:1.11, 32:1.12, or
32:1.18.
[9] The purpose of screening is to assure the affected parties that confidential information known
by the personally disqualified lawyer remains protected. The personally disqualified lawyer should
acknowledge the obligation not to communicate with any of the other lawyers in the firm withrespect to the matter. Similarly, other lawyers in the firm who are working on the matter should
be informed that the screening is in place and that they may not communicate with the personallydisqualified lawyer with respect to the matter. Additional screening measures that are appropriate
for the particular matter will depend on the circumstances. To implement, reinforce, and remind allaffected lawyers of the presence of the screening, it may be appropriate for the firm to undertakeCh 32, p.6

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December 2020

such procedures as a written undertaking by the screened lawyer to avoid any communication withother firm personnel and any contact with any firm files or other information, including informationin electronic form, relating to the matter, written notice and instructions to all other firm personnel
forbidding any communication with the screened lawyer relating to the matter, denial of access by
the screened lawyer to firm files or other information, including information in electronic form,
relating to the matter, and periodic reminders of the screen to the screened lawyer and all other firm
personnel.
[10] In order to be effective, screening measures must be implemented as soon as practical after alawyer or law firm knows or reasonably should know that there is a need for screening.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015]
CLIENT-LAWYER RELATIONSHIP

Rule 32:1.1 COMPETENCE
A lawyer shall provide competent representation to a client. Competent representation
requires the legal knowledge, skill, thoroughness, and preparation reasonably necessary forthe representation.
Comment
Legal Knowledge and Skill[1] In determining whether a lawyer employs the requisite knowledge and skill in a particularmatter, relevant factors include the relative complexity and specialized nature of the matter, thelawyer’s general experience, the lawyer’s training and experience in the field in question, thepreparation and study the lawyer is able to give the matter, and whether it is feasible to refer thematter to, or associate or consult with, a lawyer of established competence in the field in question.
In many instances, the required proficiency is that of a general practitioner. Expertise in a particularfield of law may be required in some circumstances.
[2] A lawyer need not necessarily have special training or prior experience to handle legal
problems of a type with which the lawyer is unfamiliar. A newly admitted lawyer can be ascompetent as a practitioner with long experience. Some important legal skills, such as the analysis ofprecedent, the evaluation of evidence, and legal drafting, are required in all legal problems. Perhaps
the most fundamental legal skill consists of determining what kind of legal problems a situation
may involve, a skill that necessarily transcends any particular specialized knowledge. A lawyer
can provide adequate representation in a wholly novel field through necessary study. Competent
representation can also be provided through the association of a lawyer of established competencein the field in question.
[3] In an emergency a lawyer may give advice or assistance in a matter in which the lawyer does
not have the skill ordinarily required where referral to or consultation or association with anotherlawyer would be impractical. Even in an emergency, however, assistance should be limited to thatreasonably necessary in the circumstances, for ill-considered action under emergency conditions canjeopardize the client’s interest.
[4] A lawyer may accept representation where the requisite level of competence can be achievedby reasonable preparation. This applies as well to a lawyer who is appointed as counsel for an
unrepresented person. See also rule 32:6.2.
Thoroughness and Preparation[5] Competent handling of a particular matter includes inquiry into and analysis of the factualand legal elements of the problem, and use of methods and procedures meeting the standardsof competent practitioners. It also includes adequate preparation. The required attention andpreparation are determined in part by what is at stake; major litigation and complex transactions
ordinarily require more extensive treatment than matters of lesser complexity and consequence. An
agreement between the lawyer and the client regarding the scope of the representation may limit thematters for which the lawyer is responsible. See rule 32:1.2(c).

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.7

Retaining or Contracting With Other Lawyers[6] Before a lawyer retains or contracts with other lawyers outside the lawyer’s own firm toprovide or assist in the provision of legal services to a client, the lawyer should ordinarily obtain
informed consent from the client and must reasonably believe that the other lawyers’ services willcontribute to the competent and ethical representation of the client. See also rules 32:1.2 (allocationof authority), 32:1.4 (communication with client), 32:1.5(e) (fee sharing), 32:1.6 (confidentiality),and 32:5.5(a) (unauthorized practice of law). The reasonableness of the decision to retain or contract
with other lawyers outside the lawyer’s own firm will depend upon the circumstances, including the
education, experience, and reputation of the nonfirm lawyers; the nature of the services assigned to
the nonfirm lawyers; and the legal protections, professional conduct rules, and ethical environmentsof the jurisdictions in which the services will be performed, particularly relating to confidential
information.
[7] When lawyers from more than one law firm are providing legal services to the client on aparticular matter, the lawyers ordinarily should consult with each other and the client about the scopeof their respective representations and the allocation of responsibility among them. See rule 32:1.2.
When making allocations of responsibility in a matter pending before a tribunal, lawyers and parties
may have additional obligations that are a matter of law beyond the scope of these rules.
Maintaining Competence[8] To maintain the requisite knowledge and skill, a lawyer should keep abreast of changes in thelaw and its practice, including the benefits and risks associated with relevant technology, engage
in continuing study and education, and comply with all continuing legal education requirements towhich the lawyer is subject.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015; August 28, 2020, effective January 1,
2021]

Rule 32:1.2 SCOPE OF REPRESENTATION AND ALLOCATION OF AUTHORITY
BETWEEN CLIENT AND LAWYER(a) Subject to paragraphs (c) and (d), a lawyer shall abide by a client’s decisions concerning
the objectives of representation and, as required by rule 32:1.4, shall consult with the client
as to the means by which they are to be pursued. A lawyer may take such action on behalf ofthe client as is impliedly authorized to carry out the representation. A lawyer shall abide by aclient’s decision whether to settle a matter. In a criminal case, the lawyer shall abide by theclient’s decision, after consultation with the lawyer, as to a plea to be entered, whether to waive
jury trial, and whether the client will testify.
(b) A lawyer’s representation of a client, including representation by appointment, does notconstitute an endorsement of the client’s political, economic, social, or moral views or activities.
(c) A lawyer may limit the scope of the representation if the limitation is reasonable under
the circumstances and the client gives informed consent.
(1) The client’s informed consent must be confirmed in writing unless:(i) the representation of the client consists solely of telephone consultation;(ii) the representation is provided by a lawyer employed by a nonprofit legal services
program or participating in a nonprofit or court-annexed legal services program and thelawyer’s representation consists solely of providing information and advice or the preparationof court-approved legal forms; or(iii) the court appoints the attorney for a limited purpose that is set forth in the appointment
order.
(2) If the client gives informed consent in a writing signed by the client, there shall be apresumption that:(i) the representation is limited to the attorney and the services described in the writing; and(ii) the attorney does not represent the client generally or in any matters other than those
identified in the writing.
(d) A lawyer shall not counsel a client to engage, or assist a client, in conduct that thelawyer knows is criminal or fraudulent, but a lawyer may discuss the legal consequences ofany proposed course of conduct with a client and may counsel or assist a client to make a goodCh 32, p.8

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faith effort to determine the validity, scope, meaning, or application of the law.
Comment
Allocation of Authority between Client and Lawyer[1] Paragraph (a) confers upon the client the ultimate authority to determine the purposes tobe served by legal representation, within the limits imposed by law and the lawyer’s professional
obligations. The decisions specified in paragraph (a), such as whether to settle a civil matter, mustalso be made by the client. See rule 32:1.4(a)(1) for the lawyer’s duty to communicate with the client
about such decisions. With respect to the means by which the client’s objectives are to be pursued,
the lawyer shall consult with the client as required by rule 32:1.4(a)(2) and may take such action as
is impliedly authorized to carry out the representation.
[2] On occasion, however, a lawyer and a client may disagree about the means to be used toaccomplish the client’s objectives. Clients normally defer to the special knowledge and skill of theirlawyer with respect to the means to be used to accomplish their objectives, particularly with respect
to technical, legal, and tactical matters. Conversely, lawyers usually defer to the client regarding
such questions as the expense to be incurred and concern for third persons who might be adversely
affected. Because of the varied nature of the matters about which a lawyer and client might disagree
and because the actions in question may implicate the interests of a tribunal or other persons, thisrule does not prescribe how such disagreements are to be resolved. Other law, however, may be
applicable and should be consulted by the lawyer. The lawyer should also consult with the clientand seek a mutually acceptable resolution of the disagreement. If such efforts are unavailing andthe lawyer has a fundamental disagreement with the client, the lawyer may withdraw from therepresentation. See rule 32:1.16(b)(4). Conversely, the client may resolve the disagreement bydischarging the lawyer. See rule 32:1.16(a)(3).
[3] At the outset of a representation, the client may authorize the lawyer to take specific action
on the client’s behalf without further consultation. Absent a material change in circumstances andsubject to rule 32:1.4, a lawyer may rely on such an advance authorization. The client may, however,revoke such authority at any time.
[4] In a case in which the client appears to be suffering diminished capacity, the lawyer’s duty toabide by the client’s decisions is to be guided by reference to rule 32:1.14.
Independence from Client’s Views or Activities[5] Legal representation should not be denied to people who are unable to afford legal services, orwhose cause is controversial or the subject of popular disapproval. By the same token, representing
a client does not constitute approval of the client’s views or activities.
Agreements Limiting Scope of Representation[6] The scope of services to be provided by a lawyer may be limited by agreement with the client
or by the terms under which the lawyer’s services are made available to the client. When a lawyer
has been retained by an insurer to represent an insured, for example, the representation may belimited to matters related to the insurance coverage. A limited representation may be appropriate
because the client has limited objectives for the representation. In addition, the terms upon which
representation is undertaken may exclude specific means that might otherwise be used to accomplish
the client’s objectives. Such limitations may exclude actions that the client thinks are too costly orthat the lawyer regards as repugnant or imprudent.
[7] Although this rule affords the lawyer and client substantial latitude to limit the representation,
the limitation must be reasonable under the circumstances. If, for example, a client’s objective islimited to securing general information about the law the client needs in order to handle a common
and typically uncomplicated legal problem, the lawyer and client may agree that the lawyer’s
services will be limited to a brief telephone consultation. Such a limitation, however, would not
be reasonable if the time allotted was not sufficient to yield advice upon which the client could
rely. Although an agreement for a limited representation does not exempt a lawyer from the duty toprovide competent representation, the limitation is a factor to be considered when determining theDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.9

legal knowledge, skill, thoroughness, and preparation reasonably necessary for the representation.
See rule 32:1.1.
[8] All agreements concerning a lawyer’s representation of a client must accord with the Iowa
Rules of Professional Conduct and other law. See, e.g., rules 32:1.1, 32:1.8, and 32:5.6.
Criminal, Fraudulent, and Prohibited Transactions[9] Paragraph (d) prohibits a lawyer from knowingly counseling or assisting a client to commit
a crime or fraud. This prohibition, however, does not preclude the lawyer from giving an honest
opinion about the actual consequences that appear likely to result from a client’s conduct. Nor does
the fact that a client uses advice in a course of action that is criminal or fraudulent of itself make alawyer a party to the course of action. There is a critical distinction between presenting an analysisof legal aspects of questionable conduct and recommending the means by which a crime or fraud
might be committed with impunity.
[10] When the client’s course of action has already begun and is continuing, the lawyer’s
responsibility is especially delicate. The lawyer is required to avoid assisting the client, for example,
by drafting or delivering documents that the lawyer knows are fraudulent or by suggesting how
the wrongdoing might be concealed. A lawyer may not continue assisting a client in conduct thatthe lawyer originally supposed was legally proper but then discovers is criminal or fraudulent.
The lawyer must, therefore, withdraw from the representation of the client in the matter. See rule32:1.16(a). In some cases, withdrawal alone might be insufficient. It may be necessary for the
lawyer to give notice of the fact of withdrawal and to disaffirm any opinion, document, affirmation,or the like. See rule 32:4.1.
[11] Where the client is a fiduciary, the lawyer may be charged with special obligations in dealings
with a beneficiary.
[12] Paragraph (d) applies whether or not the defrauded party is a party to the transaction. Hence,a lawyer must not participate in a transaction to effectuate criminal or fraudulent avoidance of tax
liability. Paragraph (d) does not preclude undertaking a criminal defense incident to a general retainer
for legal services to a lawful enterprise. The last clause of paragraph (d) recognizes that determining
the validity or interpretation of a statute or regulation may require a course of action involving
disobedience of the statute or regulation or of the interpretation placed upon it by governmental
authorities.
[13] If a lawyer comes to know or reasonably should know that a client expects assistance notpermitted by the Iowa Rules of Professional Conduct or other law or if the lawyer intends to act
contrary to the client’s instructions, the lawyer must consult with the client regarding the limitations
on the lawyer’s conduct. See rule 32:1.4(a)(5).
[Court Order April 20, 2005, effective July 1, 2005; March 12, 2007]

Rule 32:1.3 DILIGENCE
A lawyer shall act with reasonable diligence and promptness in representing a client.
Comment[1] A lawyer should pursue a matter on behalf of a client despite opposition, obstruction, or personalinconvenience to the lawyer, and take whatever lawful and ethical measures are required to vindicate
a client’s cause or endeavor. A lawyer must also act with commitment and dedication to the interestsof the client and with zeal in advocacy upon the client’s behalf. A lawyer is not bound, however,to press for every advantage that might be realized for a client. For example, a lawyer may haveauthority to exercise professional discretion in determining the means by which a matter should be
pursued. See rule 32:1.2. The lawyer’s duty to act with reasonable diligence does not require the useof offensive tactics or preclude the treating of all persons involved in the legal process with courtesy
and respect. See Iowa Ct. R. ch. 33.
[2] A lawyer’s work load must be controlled so that each matter can be handled competently.
[3] Perhaps no professional shortcoming is more widely resented than procrastination. A client’s
interests often can be adversely affected by the passage of time or the change of conditions; in extreme
instances, as when a lawyer overlooks a statute of limitations, the client’s legal position may bedestroyed. Even when the client’s interests are not affected in substance, however, unreasonableCh 32, p.10

RULES OF PROFESSIONAL CONDUCT

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delay can cause a client needless anxiety and undermine confidence in the lawyer’s trustworthiness.
A lawyer’s duty to act with reasonable promptness, however, does not preclude the lawyer fromagreeing to a reasonable request for a postponement that will not prejudice the lawyer’s client.
[4] Unless the relationship is terminated as provided in rule 32:1.16, a lawyer should carry throughto conclusion all matters undertaken for a client. If a lawyer’s employment is limited to a specificmatter, the relationship terminates when the matter has been resolved. If a lawyer has served a client
over a substantial period in a variety of matters, the client sometimes may assume that the lawyer
will continue to serve on a continuing basis unless the lawyer gives notice of withdrawal. Doubt
about whether a client-lawyer relationship still exists should be clarified by the lawyer, preferably in
writing, so that the client will not mistakenly suppose the lawyer is looking after the client’s affairs
when the lawyer has ceased to do so. For example, if a lawyer has handled a judicial or administrative
proceeding that produced a result adverse to the client and the lawyer and the client have not agreed
that the lawyer will handle the matter on appeal, the lawyer must consult with the client about thepossibility of appeal before relinquishing responsibility for the matter. See rule 32:1.4(a)(2). Whether
the lawyer is obligated to prosecute the appeal for the client depends on the scope of the representation
the lawyer has agreed to provide to the client or other applicable law. See rule 32:1.2. See, e.g., Iowa
R. Crim. P. 2.29(6); Iowa Rs. App. P. 6.102(1)(b) and 6.201, 6.109(4) and 6.109(5).
[5] To prevent neglect of client matters in the event of a sole practitioner’s death or disability, theduty of diligence may require that each sole practitioner prepare a plan, in conformity with applicable
rules, that designates another competent lawyer to review client files, notify each client of the lawyer’s
death or disability, and determine whether there is a need for immediate protective action. See Iowa
Ct. R. 39.18; see also id. rs. 34.17(6), .18 (where reasonable necessity exists, the local chief judge
shall appoint a lawyer to serve as trustee to inventory files, sequester client funds, and take any otherappropriate action to protect the interests of the clients and other affected persons of a deceased,suspended, or disabled lawyer).
[Court Order April 20, 2005, effective July 1, 2005; February 20, 2012; August 28, 2020, effective January
1, 2021]

Rule 32:1.4 COMMUNICATIONS(a) A lawyer shall:(1) promptly inform the client of any decision or circumstance with respect to which theclient’s informed consent, as defined in rule 32:1.0(e), is required by these rules;(2) reasonably consult with the client about the means by which the client’s objectives are to
be accomplished;(3) keep the client reasonably informed about the status of the matter;(4) promptly comply with reasonable requests for information; and(5) consult with the client about any relevant limitation on the lawyer’s conduct when thelawyer knows that the client expects assistance not permitted by the Iowa Rules of Professional
Conduct or other law.
(b) A lawyer shall explain a matter to the extent reasonably necessary to permit the client tomake informed decisions regarding the representation.
Comment[1] Reasonable communication between the lawyer and the client is necessary for the client
effectively to participate in the representation.
Communicating with Client[2] If these rules require that a particular decision about the representation be made by the client,paragraph (a)(1) requires that the lawyer promptly consult with and secure the client’s consent prior
to taking action unless prior discussions with the client have resolved what action the client wants
the lawyer to take. For example, a lawyer who receives from opposing counsel an offer of settlement
in a civil controversy or a proffered plea bargain in a criminal case must promptly inform the clientof its substance unless the client has previously indicated that the proposal will be acceptable orunacceptable or has authorized the lawyer to accept or to reject the offer. See rule 32:1.2(a).
[3] Paragraph (a)(2) requires the lawyer to reasonably consult with the client about the means toDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.11

be used to accomplish the client’s objectives. The lawyer should also discuss relevant provisions of
the Standards for Professional Conduct and indicate the lawyer’s intent to follow those Standards
whenever possible. See Iowa Ct. R. ch. 33. In some situations–depending on both the importance of
the action under consideration and the feasibility of consulting with the client–this duty will requireconsultation prior to taking action. In other circumstances, such as during a trial when an immediate
decision must be made, the exigency of the situation may require the lawyer to act without priorconsultation. In such cases the lawyer must nonetheless act reasonably to inform the client of actions
the lawyer has taken on the client’s behalf. Additionally, paragraph (a)(3) requires that the lawyer
keep the client reasonably informed about the status of the matter, such as significant developments
affecting the timing or the substance of the representation.
[4] A lawyer’s regular communication with clients will minimize the occasions on which a client
will need to request information concerning the representation. When a client makes a reasonable
request for information, however, paragraph (a)(4) requires prompt compliance with the request, or
if a prompt response is not feasible, that the lawyer, or a member of the lawyer’s staff, acknowledge
receipt of the request and advise the client when a response may be expected. A lawyer should
promptly respond to or acknowledge client communications.
Explaining Matters[5] The client should have sufficient information to participate intelligently in decisions
concerning the objectives of the representation and the means by which they are to be pursued,
to the extent the client is willing and able to do so. Adequacy of communication depends in parton the kind of advice or assistance that is involved. For example, when there is time to explain aproposal made in a negotiation, the lawyer should review all important provisions with the client
before proceeding to an agreement. In litigation a lawyer should explain the general strategy andprospects of success and ordinarily should consult the client on tactics that are likely to result insignificant expense or to injure or coerce others. On the other hand, a lawyer ordinarily will not be
expected to describe trial or negotiation strategy in detail. The guiding principle is that the lawyer
should fulfill reasonable client expectations for information consistent with the duty to act in theclient’s best interests, and the client’s overall requirements as to the character of representation. In
certain circumstances, such as when a lawyer asks a client to consent to a representation affected bya conflict of interest, the client must give informed consent, as defined in rule 32:1.0(e).
[6] Ordinarily, the information to be provided is that appropriate for a client who is acomprehending and responsible adult. However, fully informing the client according to this standard
may be impracticable, for example, where the client is a child or suffers from diminished capacity.
See rule 32:1.14. When the client is an organization or group, it is often impossible or inappropriate
to inform every one of its members about its legal affairs; ordinarily, the lawyer should addresscommunications to the appropriate officials of the organization. See rule 32:1.13. Where manyroutine matters are involved, a system of limited or occasional reporting may be arranged with theclient.
Withholding Information[7] In some circumstances, a lawyer may be justified in delaying transmission of information
when the client would be likely to react imprudently to an immediate communication. Thus, alawyer might withhold a psychiatric diagnosis of a client when the examining psychiatrist indicatesthat disclosure would harm the client. A lawyer may not withhold information to serve the lawyer’s
own interest or convenience or the interests or convenience of another person. Rules or court orders
governing litigation may provide that information supplied to a lawyer may not be disclosed to theclient. Rule 32:3.4(c) directs compliance with such rules or orders.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015; August 28, 2020, effective January 1,
2021]

Rule 32:1.5 FEES(a) A lawyer shall not make an agreement for, charge, or collect an unreasonable fee or an
unreasonable amount for expenses, or violate any restrictions imposed by law. The factors to
be considered in determining the reasonableness of a fee include the following:Ch 32, p.12

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December 2020

(1) the time and labor required, the novelty and difficulty of the questions involved, and theskill requisite to perform the legal service properly;(2) the likelihood, if apparent to the client, that the acceptance of the particular employment
will preclude other employment by the lawyer;(3) the fee customarily charged in the locality for similar legal services;(4) the amount involved and the results obtained;(5) the time limitations imposed by the client or by the circumstances;(6) the nature and length of the professional relationship with the client;(7) the experience, reputation, and ability of the lawyer or lawyers performing the services;and(8) whether the fee is fixed or contingent.
(b) The scope of the representation and the basis or rate of the fee and expenses for which
the client will be responsible shall be communicated to the client, preferably in writing, before
or within a reasonable time after commencing the representation, except when the lawyer will
charge a regularly represented client on the same basis or rate. Any changes in the basis or
rate of the fee or expenses shall also be communicated to the client.
(c) A fee may be contingent on the outcome of the matter for which the service is rendered,
except in a matter in which a contingent fee is prohibited by paragraph (d) or other law. A
contingent fee agreement shall be in a writing signed by the client and shall state the methodby which the fee is to be determined, including the percentage or percentages that shall accrue
to the lawyer in the event of settlement, trial, or appeal; litigation and other expenses to be
deducted from the recovery; and whether such expenses are to be deducted before or after thecontingent fee is calculated. The agreement must clearly notify the client of any expenses forwhich the client will be liable whether or not the client is the prevailing party. Upon conclusionof a contingent fee matter, the lawyer shall provide the client with a written statement stating
the outcome of the matter and, if there is a recovery, showing the remittance to the client andthe method of its determination.
(d) A lawyer shall not enter into an arrangement for, charge, or collect:(1) any fee in a domestic relations matter, the payment or amount of which is contingent
upon the securing of a divorce or upon the amount of alimony or support, or property
settlement in lieu thereof; or(2) a contingent fee for representing a defendant in a criminal case.
(e) A division of a fee between lawyers who are not in the same firm may be made only if:(1) the division is in proportion to the services performed by each lawyer or each lawyer
assumes joint responsibility for the representation;(2) the client agrees to the arrangement, including the share each lawyer will receive, andthe agreement is confirmed in writing; and(3) the total fee is reasonable.
Comment
Reasonableness and Legality of Fee and Expenses[1] Paragraph (a) requires that lawyers charge fees that are reasonable under the circumstances.
The factors specified in (1) through (8) are not exclusive. Nor will each factor be relevant in each
instance. Paragraph (a) also requires that expenses for which the client will be charged must be
reasonable. A lawyer may seek reimbursement for the cost of services performed in-house, suchas copying, or for other expenses incurred in-house, such as telephone charges, either by charging
a reasonable amount to which the client has agreed in advance or by charging an amount thatreasonably reflects the cost incurred by the lawyer. A fee that is otherwise reasonable may be subject
to legal limitations, of which the lawyer should be aware. For example, a lawyer must comply withrestrictions imposed by statute or court rule on the timing and amount of fees in probate.
Basis or Rate of Fee[2] When the lawyer has regularly represented a client, they ordinarily will have evolved anunderstanding concerning the basis or rate of the fee and the expenses for which the client will beDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.13

responsible. In a new client-lawyer relationship, however, an understanding as to fees and expenses
must be promptly established. Generally, it is desirable to furnish the client with at least a simple
memorandum or copy of the lawyer’s customary fee arrangements that states the general nature of
the legal services to be provided, the basis, rate, or total amount of the fee, and whether and to what
extent the client will be responsible for any costs, expenses, or disbursements in the course of therepresentation. A written statement concerning the terms of the engagement reduces the possibilityof misunderstanding.
[3] Contingent fees, like any other fees, are subject to the reasonableness standard of paragraph(a) of this rule. In determining whether a particular contingent fee is reasonable, or whether it isreasonable to charge any form of contingent fee, a lawyer must consider the factors that are relevant
under the circumstances. Applicable law may impose limitations on contingent fees, such as aceiling on the percentage allowable, or may require a lawyer to offer clients an alternative basis
for the fee. Applicable law also may apply to situations other than a contingent fee, for example,
government regulations regarding fees in certain tax matters.
Terms of Payment[4] A lawyer may require advance payment of a fee, but is obliged to return any unearned portion.
See rule 32:1.16(d). A lawyer may accept property in payment for services, such as an ownershipinterest in an enterprise, providing this does not involve acquisition of a proprietary interest in thecause of action or subject matter of the litigation contrary to rule 32:1.8(i). However, a fee paid inproperty instead of money may be subject to the requirements of rule 32:1.8(a) because such fees
often have the essential qualities of a business transaction with the client.
[5] An agreement may not be made whose terms might induce the lawyer improperly to curtail
services for the client or perform them in a way contrary to the client’s interest. For example, alawyer should not enter into an agreement whereby services are to be provided only up to a statedamount when it is foreseeable that more extensive services probably will be required, unless thesituation is adequately explained to the client. Otherwise, the client might have to bargain for further
assistance in the midst of a proceeding or transaction. However, it is proper to define the extent ofservices in light of the client’s ability to pay. A lawyer should not exploit a fee arrangement based
primarily on hourly charges by using wasteful procedures.
Prohibited Contingent Fees
[6] Paragraph (d) prohibits a lawyer from charging a contingent fee in a domestic relations matter
when payment is contingent upon the securing of a divorce or upon the amount of alimony or support
or property settlement to be obtained. This provision does not preclude a contract for a contingent
fee for legal representation in connection with the recovery of post-judgment balances due under
support, alimony, or other financial orders because such contracts do not implicate the same policy
concerns.
Division of Fee[7] A division of fee is a single billing to a client covering the fee of two or more lawyers who are
not in the same firm. A division of fee facilitates association of more than one lawyer in a matter inwhich neither alone could serve the client as well, and most often is used when the fee is contingent
and the division is between a referring lawyer and a trial specialist. Paragraph (e) permits the lawyers
to divide a fee either on the basis of the proportion of services they render or if each lawyer assumes
responsibility for the representation as a whole. In addition, the client must agree to the arrangement,
including the share that each lawyer is to receive, and the agreement must be confirmed in writing.
Contingent fee agreements must be in a writing signed by the client and must otherwise comply
with paragraph (c) of this rule. Joint responsibility for the representation entails financial and ethicalresponsibility for the representation as if the lawyers were associated in a partnership. A lawyer
should only refer a matter to a lawyer whom the referring lawyer reasonably believes is competentto handle the matter. See rule 32:1.1.
[8] Paragraph (e) does not prohibit or regulate division of fees to be received in the future forwork done when lawyers were previously associated in a law firm.

Ch 32, p.14

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December 2020

Disputes over Fees
[9] If a procedure has been established for resolution of fee disputes, such as an arbitration or
mediation procedure established by the bar, the lawyer must comply with the procedure when it ismandatory, and, even when it is voluntary, the lawyer should conscientiously consider submitting to
it. Law may prescribe a procedure for determining a lawyer’s fee, for example, in representation ofan executor or administrator, a class or a person entitled to a reasonable fee as part of the measure ofdamages. The lawyer entitled to such a fee and a lawyer representing another party concerned withthe fee should comply with the prescribed procedure.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.6 CONFIDENTIALITY OF INFORMATION(a) A lawyer shall not reveal information relating to the representation of a client unless theclient gives informed consent, the disclosure is impliedly authorized in order to carry out the
representation, or the disclosure is permitted by paragraph (b) or required by paragraph (c).
(b) A lawyer may reveal information relating to the representation of a client to the extent
the lawyer reasonably believes necessary:(1) to prevent reasonably certain death or substantial bodily harm;(2) to prevent the client from committing a crime or fraud that is reasonably certain to
result in substantial injury to the financial interests or property of another and in furtheranceof which the client has used or is using the lawyer’s services;(3) to prevent, mitigate, or rectify substantial injury to the financial interests or property of
another that is reasonably certain to result or has resulted from the client’s commission of acrime or fraud in furtherance of which the client has used the lawyer’s services;(4) to secure legal advice about the lawyer’s compliance with these rules;(5) to establish a claim or defense on behalf of the lawyer in a controversy between thelawyer and the client, to establish a defense to a criminal charge or civil claim against thelawyer based upon conduct in which the client was involved, or to respond to allegations inany proceeding concerning the lawyer’s representation of the client; or(6) to comply with other law or a court order; or(7) to detect and resolve conflicts of interest arising from the lawyer’s change of employment
or from changes in the composition or ownership of a firm, but only if the revealed information
would not compromise the attorney-client privilege or otherwise prejudice the client.
(c) A lawyer shall reveal information relating to the representation of a client to the extent thelawyer reasonably believes necessary to prevent imminent death or substantial bodily harm.
(d) A lawyer shall make reasonable efforts to prevent the inadvertent or unauthorized
disclosure of, or unauthorized access to, information relating to the representation of a client.
Comment[1] This rule governs the disclosure by a lawyer of information relating to the representation ofa client during the lawyer’s representation of the client. See rule 32:1.18 for the lawyer’s duties
with respect to information provided to the lawyer by a prospective client, rule 32:1.9(c)(2) for the
lawyer’s duty not to reveal information relating to the lawyer’s prior representation of a former
client, and rules 32:1.8(b) and 32:1.9(c)(1) for the lawyer’s duties with respect to the use of suchinformation to the disadvantage of clients and former clients.
[2] A fundamental principle in the client-lawyer relationship is that, in the absence of the client’s
informed consent, the lawyer must not reveal information relating to the representation. See rule32:1.0(e) for the definition of informed consent. This contributes to the trust that is the hallmarkof the client-lawyer relationship. The client is thereby encouraged to seek legal assistance and tocommunicate fully and frankly with the lawyer even as to embarrassing or legally damaging subject
matter. The lawyer needs this information to represent the client effectively and, if necessary, toadvise the client to refrain from wrongful conduct. Almost without exception, clients come tolawyers in order to determine their rights and what is, in the complex of laws and regulations,deemed to be legal and correct. Based upon experience, lawyers know that almost all clients follow
the advice given, and the law is upheld.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.15

[3] The principle of client-lawyer confidentiality is given effect by related bodies of law: theattorney-client privilege, the work product doctrine, and the rule of confidentiality established inprofessional ethics. The attorney-client privilege and work-product doctrine apply in judicial andother 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 otherthan those where evidence is sought from the lawyer through compulsion of law. 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 suchinformation except as authorized or required by the Iowa Rules of Professional Conduct or otherlaw. See also Scope.
[4] Paragraph (a) prohibits a lawyer from revealing information relating to the representation ofa client. 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. A lawyer’s use of a hypothetical to discuss issues relating to the representation is permissible
so long as there is no reasonable likelihood that the listener will be able to ascertain the identity of
the client or the situation involved.
Authorized Disclosure[5] Except to the extent that the client’s instructions or special circumstances limit that authority,a lawyer is impliedly authorized to make disclosures about a client when appropriate in carrying out
the representation. In some situations, for example, a lawyer may be impliedly authorized to admit afact that cannot properly be disputed or to make a disclosure that facilitates a satisfactory conclusion
to a matter. Lawyers in a firm may, in the course of the firm’s practice, disclose to each otherinformation relating to a client of the firm, unless the client has instructed that particular information
be confined to specified lawyers.
Permissive Disclosure Adverse to Client[6] Although the public interest is usually best served by a strict rule requiring lawyers to preserve
the confidentiality of information relating to the representation of their clients, the confidentiality
rule is subject to limited exceptions. Paragraph (b)(1) recognizes the overriding value of life andphysical integrity and permits disclosure reasonably necessary to prevent reasonably certain deathor substantial bodily harm. Such harm is reasonably certain to occur if it will be suffered in thenear future or if there is a present and substantial threat that a person will suffer such harm at a later
date if the lawyer fails to take action necessary to eliminate the threat. Thus, a lawyer who knowsthat a client has accidentally discharged toxic waste into a town’s water supply may reveal thisinformation to the authorities if there is a present and substantial risk that a person who drinks thewater will contract a life-threatening or debilitating disease and the lawyer’s disclosure is necessary
to eliminate the threat or reduce the number of victims.
[7] Paragraph (b)(2) is a limited exception to the rule of confidentiality that permits the lawyer
to reveal information to the extent necessary to enable affected persons or appropriate authorities
to prevent the client from committing a crime or fraud, as defined in rule 32:1.0(d), that isreasonably certain to result in substantial injury to the financial or property interests of another andin furtherance of which the client has used or is using the lawyer’s services. Such a serious abuseof the client-lawyer relationship by the client forfeits the protection of this rule. The client can, ofcourse, prevent such disclosure by refraining from the wrongful conduct. Although paragraph (b)(2)does not require the lawyer to reveal the client’s misconduct, the lawyer may not counsel or assist
the client in conduct the lawyer knows is criminal or fraudulent. See rule 32:1.2(d). See also rule32:1.16 with respect to the lawyer’s obligation or right to withdraw from the representation of theclient in such circumstances, and rule 32:1.13(c), which permits the lawyer, where the client is anorganization, to reveal information relating to the representation in limited circumstances.
[8] Paragraph (b)(3) addresses the situation in which the lawyer does not learn of the client’s
crime or fraud until after it has been consummated. Although the client no longer has the option of
preventing disclosure by refraining from the wrongful conduct, there will be situations in which theloss suffered by the affected person can be prevented, rectified, or mitigated. In such situations, thelawyer may disclose information relating to the representation to the extent necessary to enable theCh 32, p.16

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affected persons to prevent or mitigate reasonably certain losses or to attempt to recoup their losses.
Paragraph (b)(3) does not apply when a person who has committed a crime or fraud thereafter
employs a lawyer for representation concerning that offense.
[9] A lawyer’s confidentiality obligations do not preclude a lawyer from securing confidential
legal advice about the lawyer’s personal responsibility to comply with these rules. In most situations,disclosing information to secure such advice will be impliedly authorized for the lawyer to carryout the representation. Even when the disclosure is not impliedly authorized, paragraph (b)(4)permits such disclosure because of the importance of a lawyer’s compliance with the Iowa Rules ofProfessional Conduct.
[10] Where a legal claim or disciplinary charge alleges complicity of the lawyer in a client’s
conduct or other misconduct of the lawyer involving representation of the client, the lawyer may
respond to the extent the lawyer reasonably believes necessary to establish a defense. The same istrue with respect to a claim involving the conduct or representation of a former client. Such a charge
can arise in a civil, criminal, disciplinary, or other proceeding and can be based on a wrong allegedly
committed by the lawyer against the client or on a wrong alleged by a third person, for example,
a person claiming to have been defrauded by the lawyer and client acting together. The lawyer’s
right to respond arises when an assertion of such complicity has been made. Paragraph (b)(5) does
not require the lawyer to await the commencement of an action or proceeding that charges suchcomplicity, so that the defense may be established by responding directly to a third party who hasmade such an assertion. The right to defend also applies, of course, where a proceeding has beencommenced.
[11] A lawyer entitled to a fee is permitted by paragraph (b)(5) to prove the services renderedin an action to collect it. This aspect of the rule expresses the principle that the beneficiary of afiduciary relationship may not exploit it to the detriment of the fiduciary.
[12] Other law may require that a lawyer disclose information about a client. Whether such alaw supersedes rule 32:1.6 is a question of law beyond the scope of these rules. When disclosureof information relating to the representation appears to be required by other law, the lawyer must
discuss the matter with the client to the extent required by rule 32:1.4. If, however, the other law
supersedes this rule and requires disclosure, paragraph (b)(6) permits the lawyer to make suchdisclosures as are necessary to comply with the law.
Detection of Conflicts of Interest[13] Paragraph (b)(7) recognizes that lawyers in different firms may need to disclose limited
information to each other to detect and resolve conflicts of interest, such as when a lawyer isconsidering an association with another firm, two or more firms are considering a merger, or alawyer is considering the purchase of a law practice. See rule 32:1.17, comment [7]. Under thesecircumstances, lawyers and law firms are permitted to disclose limited information, but only once
substantive discussions regarding the new relationship have occurred. Any such disclosure should
ordinarily include no more than the identity of the persons and entities involved in a matter, a briefsummary of the general issues involved, and information about whether the matter has terminated.
Even this limited information, however, should be disclosed only to the extent reasonably necessary
to detect and resolve conflicts of interest that might arise from the possible new relationship.
Moreover, the disclosure of any information is prohibited if it would compromise the attorney-client
privilege or otherwise prejudice the client (e.g., the fact that a corporate client is seeking advice on a
corporate takeover that has not been publicly announced; that a person has consulted a lawyer about
the possibility of divorce before the person’s intentions are known to the person’s spouse; or thata person has consulted a lawyer about a criminal investigation that has not led to a public charge).
Under those circumstances, paragraph (a) prohibits disclosure unless the client or former client
gives informed consent. A lawyer’s fiduciary duty to the lawyer’s firm may also govern a lawyer’s
conduct when exploring an association with another firm and is beyond the scope of these rules.
[14] Any information disclosed pursuant to paragraph (b)(7) may be used or further disclosed only
to the extent necessary to detect and resolve conflicts of interest. Paragraph (b)(7) does not restrict
the use of information acquired by means independent of any disclosure pursuant to paragraph(b)(7). Paragraph (b)(7) also does not affect the disclosure of information within a law firm when
the disclosure is otherwise authorized, see comment [5], such as when a lawyer in a firm discloses
information to another lawyer in the same firm to detect and resolve conflicts of interest that couldDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.17

arise in connection with undertaking a new representation.
[15] A lawyer may be ordered to reveal information relating to the representation of a client by
a court or by another tribunal or governmental entity claiming authority pursuant to other law tocompel the disclosure. Absent informed consent of the client to do otherwise, the lawyer should
assert on behalf of the client all nonfrivolous claims that the order is not authorized by other law orthat the information sought is protected against disclosure by the attorney-client privilege or otherapplicable law. In the event of an adverse ruling, the lawyer must consult with the client about
the possibility of appeal to the extent required by rule 32:1.4. Unless review is sought, however,paragraph (b)(6) permits the lawyer to comply with the court’s order.
[16] Paragraph (b) permits disclosure only to the extent the lawyer reasonably believes thedisclosure is necessary to accomplish one of the purposes specified. Where practicable, the lawyer
should first seek to persuade the client to take suitable action to obviate the need for disclosure. In
any case, a disclosure adverse to the client’s interest should be no greater than the lawyer reasonably
believes necessary to accomplish the purpose. If the disclosure will be made in connection with ajudicial proceeding, the disclosure should be made in a manner that limits access to the information
to the tribunal or other persons having a need to know it and appropriate protective orders or otherarrangements should be sought by the lawyer to the fullest extent practicable.
[17] Paragraph (b) permits but does not require the disclosure of information relating to a client’s
representation to accomplish the purposes specified in paragraphs (b)(1) through (b)(6). In exercising
the discretion conferred by this rule, the lawyer may consider such factors as the nature of thelawyer’s relationship with the client and with those who might be injured by the client, the lawyer’s
own involvement in the transaction, and factors that may extenuate the conduct in question. A
lawyer’s decision not to disclose as permitted by paragraph (b) does not violate this rule. Disclosure
may be required, however, by other rules. Some rules require disclosure only if such disclosure
would be permitted by paragraph (b). See rules 32:1.2(d), 32:4.1(b), 32:8.1, and 32:8.3. Rule 32:3.3,
on the other hand, requires disclosure in some circumstances regardless of whether such disclosure
is permitted by this rule. See rule 32:3.3(c).
Acting Competently to Preserve Confidentiality[18] Paragraph (c) requires a lawyer to act competently to safeguard information relating to therepresentation of a client against unauthorized access by third parties and against inadvertent orunauthorized disclosure by the lawyer or other persons who are participating in the representationof the client or who are subject to the lawyer’s supervision. See rules 32:1.1, 32:5.1, and 32:5.3.
The unauthorized access to, or the inadvertent or unauthorized disclosure of, information relating
to the representation of a client does not constitute a violation of paragraph (c) if the lawyer has
made reasonable efforts to prevent the access or disclosure. Factors to be considered in determining
the reasonableness of the lawyer’s efforts include, but are not limited to, the sensitivity of theinformation, the likelihood of disclosure if additional safeguards are not employed, the cost of
employing additional safeguards, the difficulty of implementing the safeguards, and the extent towhich the safeguards adversely affect the lawyer’s ability to represent clients (e.g., by making adevice or important piece of software excessively difficult to use). A client may require the lawyer toimplement special security measures not required by this rule or may give informed consent to forgo
security measures that would otherwise be required by this rule. Whether a lawyer may be required
to take additional steps to safeguard a client’s information in order to comply with other law, suchas state and federal laws that govern data privacy or that impose notification requirements upon theloss of, or unauthorized access to, electronic information, is beyond the scope of these rules. For alawyer’s duties when sharing information with nonlawyers outside the lawyer’s own firm, see rule32:5.3, comments [3]-[4].
[19] When transmitting a communication that includes information relating to the representationof a client, the lawyer must take reasonable precautions to prevent the information from coming into
the hands of unintended recipients. This duty, however, does not require that the lawyer use special
security measures if the method of communication affords a reasonable expectation of privacy.
Special circumstances, however, may warrant special precautions. Factors to be considered indetermining the reasonableness of the lawyer’s expectation of confidentiality include the sensitivityof the information and the extent to which the privacy of the communication is protected by law or bya confidentiality agreement. A client may require the lawyer to implement special security measures

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not required by this rule or may give informed consent to the use of a means of communication thatwould otherwise be prohibited by this rule. Whether a lawyer may be required to take additional
steps in order to comply with other laws, such as state and federal laws that govern data privacy, isbeyond the scope of these rules.
Former Client[20] The duty of confidentiality continues after the client-lawyer relationship has terminated. Seerule 32:1.9(c)(2). See rule 32:1.9(c)(1) for the prohibition against using such information to thedisadvantage of the former client.
Required Disclosure Adverse to Client[21] Rule 32:1.6(c) requires a lawyer to reveal information relating to the representation of aclient to the extent the lawyer reasonably believes necessary to prevent imminent death or substantial
bodily harm. Rule 32:1.6(c) differs from rule 32:1.6(b)(1) in that rule 32:1.6(b)(1) permits, butdoes not require, disclosure in situations where death or substantial bodily harm is deemed to bereasonably certain rather than imminent. For purposes of rule 32:1.6, “reasonably certain” includes
situations where the lawyer knows or reasonably believes the harm will occur, but there is still time
for independent discovery and prevention of the harm without the lawyer’s disclosure. For purposesof this rule, death or substantial bodily harm is “imminent” if the lawyer knows or reasonably
believes it is unlikely that the death or harm can be prevented unless the lawyer immediately
discloses the information.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015]

Rule 32:1.7 CONFLICT OF INTEREST: CURRENT CLIENTS(a) Except as provided in paragraph (b), a lawyer shall not represent a client if therepresentation involves a concurrent conflict of interest. A concurrent conflict of interest exists
if:(1) the representation of one client will be directly adverse to another client; or(2) there is a significant risk that the representation of one or more clients will be materiallylimited by the lawyer’s responsibilities to another client, a former client, or a third person or
by a personal interest of the lawyer.
(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a
lawyer may represent a client if:(1) the lawyer reasonably believes that the lawyer will be able to provide competent anddiligent representation to each affected client;(2) the representation is not prohibited by law;(3) the representation does not involve the assertion of a claim by one client against anotherclient represented by the lawyer in the same litigation or other proceeding before a tribunal;and(4) each affected client gives informed consent, confirmed in writing.
(c) In no event shall a lawyer represent both parties in dissolution of marriage proceedings.
Comment
General Principles[1] Loyalty and independent judgment are essential elements in the lawyer’s relationship to aclient. Concurrent conflicts of interest can arise from the lawyer’s responsibilities to another client,a former client or a third person, or from the lawyer’s own interests. For specific rules regarding
certain concurrent conflicts of interest, see rule 32:1.8. For former client conflicts of interest, seerule 32:1.9. For conflicts of interest involving prospective clients, see rule 32:1.18. For definitionsof “informed consent” and “confirmed in writing,” see rule 32:1.0(e) and (b).
[2] Resolution of a conflict of interest problem under this rule requires the lawyer to: 1) clearly
identify the client or clients; 2) determine whether a conflict of interest exists; 3) decide whether
the representation may be undertaken despite the existence of a conflict, i.e., whether the conflictDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.19

is consentable; and 4) if so, consult with the clients affected under paragraph (a) and obtain theirinformed consent, confirmed in writing. The clients affected under paragraph (a) include both ofthe clients referred to in paragraph (a)(1) and the one or more clients whose representation might bematerially limited under paragraph (a)(2).
[3] A conflict of interest may exist before representation is undertaken, in which event the
representation must be declined, unless the lawyer obtains the informed consent of each client under
the conditions of paragraph (b). To determine whether a conflict of interest exists, a lawyer should
adopt reasonable procedures, appropriate for the size and type of firm and practice, to determine inboth litigation and non-litigation matters the persons and issues involved. See also comment to rule32:5.1. Ignorance caused by a failure to institute such procedures will not excuse a lawyer’s violationof this rule. As to whether a client-lawyer relationship exists or, having once been established, is
continuing, see comment to rule 32:1.3 and Scope.
[4] If a conflict arises after representation has been undertaken, the lawyer ordinarily mustwithdraw from the representation, unless the lawyer has obtained the informed consent of the client
under the conditions of paragraph (b). See rule 32:1.16. Where more than one client is involved,
whether the lawyer may continue to represent any of the clients is determined both by the lawyer’s
ability to comply with duties owed to the former client and by the lawyer’s ability to represent
adequately the remaining client or clients, given the lawyer’s duties to the former client. See rule32:1.9. See also comments [5] and [29].
[5] Unforeseeable developments, such as changes in corporate and other organizational affiliationsor the addition or realignment of parties in litigation, might create conflicts in the midst of arepresentation, as when a company sued by the lawyer on behalf of one client is bought by anotherclient represented by the lawyer in an unrelated matter. Depending on the circumstances, the lawyer
may have the option to withdraw from one of the representations in order to avoid the conflict. The
lawyer must seek court approval where necessary and take steps to minimize harm to the clients.
See rule 32:1.16. The lawyer must continue to protect the confidences of the client from whose
representation the lawyer has withdrawn. See rule 32:1.9(c).
Identifying Conflicts of Interest: Directly Adverse[6] Loyalty to a current client prohibits undertaking representation directly adverse to that client
without that client’s informed consent. Thus, absent consent, a lawyer may not act as an advocate
in one matter against a person the lawyer represents in some other matter, even when the matters
are wholly unrelated. The client as to whom the representation is directly adverse is likely tofeel betrayed, and the resulting damage to the client-lawyer relationship is likely to impair the
lawyer’s ability to represent the client effectively. In addition, the client on whose behalf the adverse
representation is undertaken reasonably may fear that the lawyer will pursue that client’s case lesseffectively out of deference to the other client, i.e., that the representation may be materially limitedby the lawyer’s interest in retaining the current client. Similarly, a directly adverse conflict may
arise when a lawyer is required to cross-examine a client who appears as a witness in a lawsuit
involving another client, as when the testimony will be damaging to the client who is represented in
the lawsuit. On the other hand, simultaneous representation in unrelated matters of clients whose
interests are only economically adverse, such as representation of competing economic enterprises
in unrelated litigation, does not ordinarily constitute a conflict of interest and thus may not requireconsent of the respective clients.
[7] Directly adverse conflicts can also arise in transactional matters. For example, if a lawyer is
asked to represent the seller of a business in negotiations with a buyer represented by the lawyer,
not in the same transaction but in another, unrelated matter, the lawyer could not undertake therepresentation without the informed consent of each client.
Identifying Conflicts of Interest: Material Limitation[8] Even where there is no direct adverseness, a conflict of interest exists if there is a significant
risk that a lawyer’s ability to consider, recommend, or carry out an appropriate course of action forthe client will be materially limited as a result of the lawyer’s other responsibilities or interests. For
example, a lawyer asked to represent several individuals seeking to form a joint venture is likely to
be materially limited in the lawyer’s ability to recommend or advocate all possible positions thatCh 32, p.20

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December 2020

each might take because of the lawyer’s duty of loyalty to the others. The conflict in effect forecloses
alternatives that would otherwise be available to the client. The mere possibility of subsequent
harm does not itself require disclosure and consent. The critical questions are the likelihood thata difference in interests will eventuate and, if it does, whether it will materially interfere with thelawyer’s independent professional judgment in considering alternatives or foreclose courses ofaction that reasonably should be pursued on behalf of the client.
Lawyer’s Responsibilities to Former Clients and Other Third Persons[9] In addition to conflicts with other current clients, a lawyer’s duties of loyalty and independence
may be materially limited by responsibilities to former clients under rule 32:1.9 or by the lawyer’s
responsibilities to other persons, such as fiduciary duties arising from a lawyer’s service as a trustee,
executor, or corporate director.
Personal Interest Conflicts[10] The lawyer’s own interests should not be permitted to have an adverse effect on representationof a client. For example, if the probity of a lawyer’s own conduct in a transaction is in serious
question, it may be difficult or impossible for the lawyer to give a client detached advice. Similarly,
when a lawyer has discussions concerning possible employment with an opponent of the lawyer’s
client, or with a law firm representing the opponent, such discussions could materially limit thelawyer’s representation of the client. In addition, a lawyer may not allow related business interests
to affect representation, for example, by referring clients to an enterprise in which the lawyer has an
undisclosed financial interest. See rule 32:1.8 for specific rules pertaining to a number of personal
interest conflicts, including business transactions with clients. See also rule 32:1.10 (personal
interest conflicts under rule 32:1.7 ordinarily are not imputed to other lawyers in a law firm).
[11] When lawyers representing different clients in the same matter or in substantially related
matters are closely related by blood or marriage, there may be a significant risk that client confidences
will be revealed and that the lawyer’s family relationship will interfere with both loyalty andindependent professional judgment. As a result, each client is entitled to know of the existence
and implications of the relationship between the lawyers before the lawyer agrees to undertakethe representation. Thus, a lawyer related to another lawyer, e.g., a parent, child, sibling, spouse,cohabiting partner, or lawyer related in any other familial or romantic capacity, ordinarily may not
represent a client in a matter where that lawyer is representing another party, unless each client
gives informed consent. The disqualification arising from a close family relationship is personaland ordinarily is not imputed to members of firms with whom the lawyers are associated. See rule32:1.10.
[12] A lawyer is prohibited from engaging in sexual relationships with a client unless the sexual
relationship predates the formation of the client-lawyer relationship. See rule 32:1.8(j).
Interest of Person Paying for a Lawyer’s Service[13] A lawyer may be paid from a source other than the client, including a co-client, if the client
is informed of that fact and consents and the arrangement does not compromise the lawyer’s dutyof loyalty or independent judgment to the client. See rule 32:1.8(f). If acceptance of the payment
from any other source presents a significant risk that the lawyer’s representation of the client will bematerially limited by the lawyer’s own interest in accommodating the person paying the lawyer’s fee
or by the lawyer’s responsibilities to a payer who is also a co-client, then the lawyer must comply
with the requirements of paragraph (b) before accepting the representation, including determining
whether the conflict is consentable and, if so, that the client has adequate information about thematerial risks of the representation.
[13a] Where a lawyer has been retained by an insurer to represent the insured pursuant to theinsurer’s obligations under a liability insurance policy, the lawyer may comply with reasonable
cost-containment litigation guidelines proposed by the insurer if such guidelines do not materiallyinterfere with the lawyer’s duty to exercise independent professional judgment to protect thereasonable interests of the insured, do not regulate the details of the lawyer’s performance, and do
not materially limit the professional discretion and control of the lawyer. The lawyer may provide

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RULES OF PROFESSIONAL CONDUCTCh 32, p.21

the insurer with a description of the services rendered and time spent, but the lawyer may not agree
to provide detailed information that would undermine the protection of confidential client-lawyer
information, if the insurer will share such information with a third party. If the lawyer believes thatguidelines proposed by the insurer prevent the lawyer from exercising independent professional
judgment or from protecting confidential client information, the lawyer shall identify and explain
the conflict of interest to the insurer and insured and also advise the insured of the right to seek
independent legal counsel. If the conflict is not eliminated but the insured wants the lawyer tocontinue the representation, the lawyer may proceed if the lawyer reasonably believes that the lawyer
will be able to provide competent and diligent representation and the insured’s informed consent isobtained pursuant to paragraph (b)(4).
Prohibited Representations[14] Ordinarily, clients may consent to representation notwithstanding a conflict. However, as
indicated in paragraph (b), some conflicts are nonconsentable, meaning that the lawyer involved
cannot properly ask for such agreement or provide representation on the basis of the client’s consent.
When the lawyer is representing more than one client, the question of consentability must be
resolved as to each client.
[15] Consentability is typically determined by considering whether the interests of the clients will
be adequately protected if the clients are permitted to give their informed consent to representation
burdened by a conflict of interest. Thus, under paragraph (b)(1), representation is prohibited if inthe circumstances the lawyer cannot reasonably conclude that the lawyer will be able to provide
competent and diligent representation. See rule 32:1.1 (competence) and rule 32:1.3 (diligence).
[16] Paragraph (b)(2) describes conflicts that are nonconsentable because the representation isprohibited by applicable law.
[17] Paragraph (b)(3) describes conflicts that are nonconsentable because of the institutional
interest in vigorous development of each client’s position when the clients are aligned directly against
each other in the same litigation or other proceeding before a tribunal. Whether clients are aligned
directly against each other within the meaning of this paragraph requires examination of the context
of the proceeding. Paragraph (c) provides a specific example of such a nonconsentable conflict, thatis, where a lawyer is asked to represent both parties in a marriage dissolution proceeding. Although
this paragraph does not preclude a lawyer’s multiple representation of adverse parties to a mediation(because mediation is not a proceeding before a “tribunal” under rule 32:1.0(m)), such representation
may be precluded by paragraph (b)(1).
Informed Consent[18] Informed consent requires that each affected client be aware of the relevant circumstancesand of the material and reasonably foreseeable ways that the conflict could have adverse effects
on the interests of that client. See rule 32:1.0(e) (informed consent). The information required
depends on the nature of the conflict and the nature of the risks involved. When representation ofmultiple clients in a single matter is undertaken, the information must include the implications of thecommon representation, including possible effects on loyalty, confidentiality, and the attorney-client
privilege and the advantages and risks involved. See comments [30] and [31] (effect of common
representation on confidentiality).
[19] Under some circumstances it may be impossible to make the disclosure necessary to obtainconsent. For example, when the lawyer represents different clients in related matters and one of theclients refuses to consent to the disclosure necessary to permit the other client to make an informed
decision, the lawyer cannot properly ask the latter to consent. In some cases the alternative tocommon representation can be that each party may have to obtain separate representation with thepossibility of incurring additional costs. These costs, along with the benefits of securing separate
representation, are factors that may be considered by the affected client in determining whether
common representation is in the client’s interests.
Consent Confirmed in Writing[20] Paragraph (b) requires the lawyer to obtain the informed consent of the client, confirmed inCh 32, p.22

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December 2020

writing. Such a writing may consist of a document executed by the client or one that the lawyer
promptly records and transmits to the client following an oral consent. See rule 32:1.0(b). See alsorule 32:1.0(n) (writing includes electronic transmission). If it is not feasible to obtain or transmit thewriting at the time the client gives informed consent, then the lawyer must obtain or transmit it withina reasonable time thereafter. See rule 32:1.0(b). The requirement of a writing does not supplant theneed in most cases for the lawyer to talk with the client, to explain the risks and advantages, if any, ofrepresentation burdened with a conflict of interest, as well as reasonably available alternatives, and toafford the client a reasonable opportunity to consider the risks and alternatives and to raise questions
and concerns. Rather, the writing is required in order to impress upon clients the seriousness of thedecision the client is being asked to make and to avoid disputes or ambiguities that might later occur
in the absence of a writing.
Revoking Consent[21] A client who has given consent to a conflict may revoke the consent and, like any other client,may terminate the lawyer’s representation at any time. Whether revoking consent to the client’s
own representation precludes the lawyer from continuing to represent other clients depends on thecircumstances, including the nature of the conflict, whether the client revoked consent because ofa material change in circumstances, the reasonable expectations of the other clients, and whether
material detriment to the other clients or the lawyer would result.
Consent to Future Conflict[22] Whether a lawyer may properly request a client to waive conflicts that might arise in the futureis subject to the test of paragraph (b). The effectiveness of such waivers is generally determined by
the extent to which the client reasonably understands the material risks that the waiver entails. The
more comprehensive the explanation of the types of future representations that might arise and theactual and reasonably foreseeable adverse consequences of those representations, the greater the
likelihood that the client will have the requisite understanding. Thus, if the client agrees to consent
to a particular type of conflict with which the client is already familiar, then the consent ordinarily
will be effective with regard to that type of conflict. If the consent is general and open-ended, thenthe consent ordinarily will be ineffective, because it is not reasonably likely that the client will haveunderstood the material risks involved. On the other hand, if the client is an experienced user of thelegal services involved and is reasonably informed regarding the risk that a conflict may arise, suchconsent is more likely to be effective, particularly if, e.g., the client is independently represented byother counsel in giving consent and the consent is limited to future conflicts unrelated to the subjectof the representation. In any case, advance consent cannot be effective if the circumstances thatmaterialize in the future are such as would make the conflict nonconsentable under paragraph (b).
Conflicts in Litigation[23] Paragraphs (b)(3) and (c) prohibit representation of opposing parties in the same litigation,
regardless of the clients’ consent. On the other hand, simultaneous representation of parties
whose interests in litigation may conflict, such as coplaintiffs or codefendants, is governed byparagraph (a)(2). A conflict may exist by reason of substantial discrepancy in the parties’ testimony,
incompatibility in positions in relation to an opposing party or the fact that there are substantiallydifferent possibilities of settlement of the claims or liabilities in question. Such conflicts can arise
in criminal cases as well as civil. The potential for conflict of interest in representing multiple
defendants in a criminal case is so grave that ordinarily a lawyer should decline to represent morethan one codefendant. On the other hand, common representation of persons having similar interests
in civil litigation is proper if the requirements of paragraph (b) are met.
[24] Ordinarily a lawyer may take inconsistent legal positions in different tribunals at different
times on behalf of different clients. The mere fact that advocating a legal position on behalf of
one client might create precedent adverse to the interests of a client represented by the lawyer inan unrelated matter does not create a conflict of interest. A conflict of interest exists, however,if there is a significant risk that a lawyer’s action on behalf of one client will materially limit thelawyer’s effectiveness in representing another client in a different case; for example, when a decisionDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.23

favoring one client will create a precedent likely to seriously weaken the position taken on behalf ofthe other client. Factors relevant in determining whether the clients need to be advised of the risk
include: where the cases are pending, whether the issue is substantive or procedural, the temporal
relationship between the matters, the significance of the issue to the immediate and long-term
interests of the clients involved, and the clients’ reasonable expectations in retaining the lawyer. If
there is significant risk of material limitation, then absent informed consent of the affected clients,
the lawyer must refuse one of the representations or withdraw from one or both matters.
[25] When a lawyer represents or seeks to represent a class of plaintiffs or defendants in aclass-action lawsuit, unnamed members of the class are ordinarily not considered to be clients of thelawyer for purposes of applying paragraph (a)(1) of this rule. Thus, the lawyer does not typicallyneed to get the consent of such a person before representing a client suing the person in an unrelated
matter. Similarly, a lawyer seeking to represent an opponent in a class action does not typically need
the consent of an unnamed member of the class whom the lawyer represents in an unrelated matter.
Nonlitigation Conflicts[26] Conflicts of interest under paragraphs (a)(1) and (a)(2) arise in contexts other than litigation.
For a discussion of directly adverse conflicts in transactional matters, see comment [7]. Relevant
factors in determining whether there is significant potential for material limitation include theduration and intimacy of the lawyer’s relationship with the client or clients involved, the functions
being performed by the lawyer, the likelihood that disagreements will arise, and the likely prejudice
to the client from the conflict. The question is often one of proximity and degree. See comment [8].
[27] For example, conflict questions may arise in estate planning and estate administration. A
lawyer may be called upon to prepare wills for several family members, such as husband and wife,
and, depending upon the circumstances, a conflict of interest may be present. In order to comply
with conflict of interest rules, the lawyer should make clear the lawyer’s relationship to the parties
involved.
[28] Whether a conflict is consentable depends on the circumstances. For example, a lawyer may
not represent multiple parties to a negotiation whose interests are fundamentally antagonistic to eachother, but common representation is permissible where the clients are generally aligned in interest
even though there is some difference in interest among them. Thus, a lawyer may seek to establish or
adjust a relationship between clients on an amicable and mutually advantageous basis; for example,
in helping to organize a business in which two or more clients are entrepreneurs, working out thefinancial reorganization of an enterprise in which two or more clients have an interest, or arranging
a property distribution in settlement of an estate. The lawyer seeks to resolve potentially adverse
interests by developing the parties’ mutual interests. Otherwise, each party might have to obtainseparate representation, with the possibility of incurring additional cost, complication, or evenlitigation. Given these and other relevant factors, the clients may prefer that the lawyer act for all ofthem.
Special Considerations in Common Representation[29] In considering whether to represent multiple clients in the same matter, a lawyer should be
mindful that if the common representation fails because the potentially adverse interests cannot
be reconciled, the result can be additional cost, embarrassment, and recrimination. Ordinarily, thelawyer will be forced to withdraw from representing all of the clients if the common representation
fails. In some situations, the risk of failure is so great that multiple representation is plainly
impossible. For example, a lawyer cannot undertake common representation of clients where
contentious litigation or negotiations between them are imminent or contemplated. Moreover,because the lawyer is required to be impartial between commonly represented clients, representationof multiple clients is improper when it is unlikely that impartiality can be maintained. Generally, if
the relationship between the parties has already assumed antagonism, the possibility that the clients’interests can be adequately served by common representation is not very good. Other relevant
factors are whether the lawyer subsequently will represent both parties on a continuing basis andwhether the situation involves creating or terminating a relationship between the parties.
[30] A particularly important factor in determining the appropriateness of common representationis the effect on client-lawyer confidentiality and the attorney-client privilege. With regard to theCh 32, p.24

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attorney-client privilege, the prevailing rule is that, as between commonly represented clients, theprivilege does not attach. Hence, it must be assumed that if litigation eventuates between the clients,
the privilege will not protect any such communications, and the clients should be so advised.
[31] As to the duty of confidentiality, continued common representation will almost certainly beinadequate if one client asks the lawyer not to disclose to the other client information relevant to thecommon representation. This is so because the lawyer has an equal duty of loyalty to each client, andeach client has the right to be informed of anything bearing on the representation that might affectthat client’s interests and the right to expect that the lawyer will use that information to that client’s
benefit. See rule 32:1.4. The lawyer should, at the outset of the common representation and as partof the process of obtaining each client’s informed consent, advise each client that information will
be shared and that the lawyer will have to withdraw if one client decides that some matter material
to the representation should be kept from the other. In limited circumstances, it may be appropriate
for the lawyer to proceed with the representation when the clients have agreed, after being properly
informed, that the lawyer will keep certain information confidential. For example, the lawyer may
reasonably conclude that failure to disclose one client’s trade secrets to another client will notadversely affect representation involving a joint venture between the clients and agree to keep that
information confidential with the informed consent of both clients.
[32] When seeking to establish or adjust a relationship between clients, the lawyer should makeclear that the lawyer’s role is not that of partisanship normally expected in other circumstances and,thus, that the clients may be required to assume greater responsibility for decisions than when eachclient is separately represented. Any limitations on the scope of the representation made necessary
as a result of the common representation should be fully explained to the clients at the outset of therepresentation. See rule 32:1.2(c).
[33] Subject to the above limitations, each client in the common representation has the right toloyal and diligent representation and the protection of rule 32:1.9 concerning the obligations to aformer client. The client also has the right to discharge the lawyer as stated in rule 32:1.16.
Organizational Clients[34] A lawyer who represents a corporation or other organization does not, by virtue of that
representation, necessarily represent any constituent or affiliated organization, such as a parent or
subsidiary. See rule 32:1.13(a). Thus, the lawyer for an organization is not barred from accepting
representation adverse to an affiliate in an unrelated matter, unless the circumstances are such thatthe affiliate should also be considered a client of the lawyer, there is an understanding between thelawyer and the organizational client that the lawyer will avoid representation adverse to the client’s
affiliates, or the lawyer’s obligations to either the organizational client or the new client are likely tolimit materially the lawyer’s representation of the other client.
[35] A lawyer for a corporation or other organization who is also a member of its board of directors
should determine whether the responsibilities of the two roles may conflict. The lawyer may becalled on to advise the corporation in matters involving actions of the directors. Consideration
should be given to the frequency with which such situations may arise, the potential intensity of theconflict, the effect of the lawyer’s resignation from the board, and the possibility of the corporation’s
obtaining legal advice from another lawyer in such situations. If there is material risk that thedual role will compromise the lawyer’s independence of professional judgment, the lawyer should
not serve as a director or should cease to act as the corporation’s lawyer when conflicts of interest
arise. The lawyer should advise the other members of the board that in some circumstances matters
discussed at board meetings while the lawyer is present in the capacity of director might not beprotected by the attorney-client privilege and that conflict of interest considerations might require
the lawyer’s recusal as a director or might require the lawyer and the lawyer’s firm to decline
representation of the corporation in a matter.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.8 CONFLICT OF INTEREST: CURRENT CLIENTS: SPECIFIC RULES(a) A lawyer shall not enter into a business transaction with a client or knowingly acquire
an ownership, possessory, security, or other pecuniary interest adverse to a client unless:(1) the transaction and terms on which the lawyer acquires the interest are fair andreasonable to the client and are fully disclosed and transmitted in writing in a manner that canDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.25

be reasonably understood by the client;(2) the client is advised in writing of the desirability of seeking and is given a reasonable
opportunity to seek the advice of independent legal counsel on the transaction; and(3) the client gives informed consent, in a writing signed by the client, to the essential termsof the transaction and the lawyer’s role in the transaction, including whether the lawyer isrepresenting the client in the transaction.
(b) A lawyer shall not use information relating to representation of a client to thedisadvantage of the client unless the client gives informed consent, except as permitted or
required by these rules.
(c) A lawyer shall not solicit any substantial gift from a client, including a testamentary
gift, or prepare on behalf of a client an instrument giving the lawyer or a person related to
the lawyer any substantial gift unless the lawyer or other recipient of the gift is related tothe client. For purposes of this paragraph, related persons include a spouse, child, sibling,
grandchild, parent, grandparent, or other relative or individual with whom the lawyer or theclient maintains a close, familial relationship.
(d) Prior to the conclusion of representation of a client, a lawyer shall not make or negotiate
an agreement giving the lawyer literary or media rights to a portrayal or account based in
substantial part on information relating to the representation.
(e) A lawyer shall not provide financial assistance to a client in connection with pending orcontemplated litigation, except that:(1) a lawyer may advance court costs and expenses of litigation, the repayment of which
may be contingent on the outcome of the matter; and(2) a lawyer representing an indigent client may pay court costs and expenses of litigation
on behalf of the client.
(f) A lawyer shall not accept compensation for representing a client from one other than theclient unless:(1) the client gives informed consent;(2) there is no interference with the lawyer’s independence of professional judgment or withthe client-lawyer relationship; and(3) information relating to representation of a client is protected as required by rule 32:1.6.
(g) A lawyer who represents two or more clients shall not participate in making an aggregate
settlement of the claims of or against the clients, or in a criminal case an aggregated agreement
as to guilty or nolo contendere pleas, unless each client gives informed consent, in a writing
signed by the client. The lawyer’s disclosure shall include the existence and nature of all theclaims or pleas involved and of the participation of each person in the settlement.
(h) A lawyer shall not:(1) make an agreement prospectively limiting the lawyer’s liability to a client for malpractice;or(2) settle a claim or potential claim for such liability with an unrepresented client or former
client unless that person is advised in writing of the desirability of seeking and is given a
reasonable opportunity to seek the advice of independent legal counsel in connection therewith.
(i) A lawyer shall not acquire a proprietary interest in the cause of action or subject matterof litigation the lawyer is conducting for a client, except that the lawyer may:
(1) acquire a lien authorized by law to secure the lawyer’s fee or expenses; and(2) contract with a client for a reasonable contingent fee in a civil case.
(j) A lawyer shall not have sexual relations with a client, or a representative of a client, unlessthe person is the spouse of the lawyer or the sexual relationship predates the initiation of theclient-lawyer relationship. Even in these provisionally exempt relationships, the lawyer should
strictly scrutinize the lawyer’s behavior for any conflicts of interest to determine if any harm
may result to the client or to the representation. If there is any reasonable possibility that thelegal representation of the client may be impaired, or the client harmed by the continuation of
the sexual relationship, the lawyer should immediately withdraw from the legal representation.
(k) While lawyers are associated in a firm, a prohibition in the foregoing paragraphs (a)through (i) that applies to any one of them shall apply to all of them.
(l) A lawyer related to another lawyer shall not represent a client whose interests are
directly adverse to a person whom the lawyer knows is represented by the related lawyer
except upon the client’s informed consent, confirmed in a writing signed by the client. EvenCh 32, p.26

RULES OF PROFESSIONAL CONDUCT

December 2020

if the client’s interests do not appear to be directly adverse, the lawyer should not undertakethe representation of a client if there is a significant risk that the related lawyer’s involvement
will interfere with the lawyer’s loyalty and exercise of independent judgment, or will createa significant risk that client confidences will be revealed. For purposes of this paragraph,“related lawyer” includes a parent, child, sibling, spouse, cohabiting partner, or lawyer related
in any other familial or romantic capacity.
Comment
Business Transactions Between Client and Lawyer[1] A lawyer’s legal skill and training, together with the relationship of trust and confidence
between lawyer and client, create the possibility of overreaching when the lawyer participates in abusiness, property, or financial transaction with a client, for example, a loan or sales transaction or alawyer investment on behalf of a client. The requirements of paragraph (a) must be met even when
the transaction is not closely related to the subject matter of the representation, as when a lawyer
drafting a will for a client learns that the client needs money for unrelated expenses and offers tomake a loan to the client. The rule applies to lawyers engaged in the sale of goods or services
related to the practice of law, for example, the sale of investment services to existing clients of thelawyer’s legal practice. See rule 32:5.7. It also applies to lawyers purchasing property from estates
they represent. It does not apply to ordinary fee arrangements between client and lawyer, which aregoverned by rule 32:1.5, although its requirements must be met when the lawyer accepts an interestin the client’s business or other nonmonetary property as payment of all or part of a fee. In addition,
the rule does not apply to standard commercial transactions between the lawyer and the client for
products or services that the client generally markets to others, for example, banking or brokerage
services, medical services, products manufactured or distributed by the client, and utilities’ services.
In such transactions, the lawyer has no advantage in dealing with the client, and the restrictions inparagraph (a) are unnecessary and impracticable.
[2] Paragraph (a)(1) requires that the transaction itself be fair to the client and that its essential
terms be communicated to the client, in writing, in a manner that can be reasonably understood.
Paragraph (a)(2) requires that the client also be advised, in writing, of the desirability of seeking theadvice of independent legal counsel. It also requires that the client be given a reasonable opportunity
to obtain such advice. Paragraph (a)(3) requires that the lawyer obtain the client’s informed consent,
in a writing signed by the client, both to the essential terms of the transaction and to the lawyer’srole. When necessary, the lawyer should discuss both the material risks of the proposed transaction,
including any risk presented by the lawyer’s involvement, and the existence of reasonably available
alternatives and should explain why the advice of independent legal counsel is desirable. See rule32:1.0(e) (definition of informed consent).
[3] The risk to a client is greatest when the client expects the lawyer to represent the client in
the transaction itself or when the lawyer’s financial interest otherwise poses a significant risk thatthe lawyer’s representation of the client will be materially limited by the lawyer’s financial interestin the transaction. Here the lawyer’s role requires that the lawyer must comply, not only with therequirements of paragraph (a), but also with the requirements of rule 32:1.7. Under that rule, thelawyer must disclose the risks associated with the lawyer’s dual role as both legal adviser andparticipant in the transaction, such as the risk that the lawyer will structure the transaction or give
legal advice in a way that favors the lawyer’s interests at the expense of the client. Moreover, thelawyer must obtain the client’s informed consent. In some cases, the lawyer’s interest may be suchthat rule 32:1.7 will preclude the lawyer from seeking the client’s consent to the transaction.
[4] If the client is independently represented in the transaction, paragraph (a)(2) of this rule isinapplicable, and the paragraph (a)(1) requirement for full disclosure is satisfied either by a written
disclosure by the lawyer involved in the transaction or by the client’s independent counsel. The factthat the client was independently represented in the transaction is relevant in determining whether
the agreement was fair and reasonable to the client as paragraph (a)(1) further requires.
Use of Information Related to Representation[5] Use of information relating to the representation to the disadvantage of the client violates theDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.27

lawyer’s duty of loyalty. Paragraph (b) applies when the information is used to benefit either the
lawyer or a third person, such as another client or business associate of the lawyer. For example,
if a lawyer learns that a client intends to purchase and develop several parcels of land, the lawyer
may not use that information to purchase one of the parcels in competition with the client or torecommend that another client make such a purchase. The rule does not prohibit uses that do notdisadvantage the client. For example, a lawyer who learns a government agency’s interpretation of
trade legislation during the representation of one client may properly use that information to benefit
other clients. Paragraph (b) prohibits disadvantageous use of client information unless the client
gives informed consent, except as permitted or required by these rules. See rules 32:1.2(d), 32:1.6,
32:1.9(c), 32:3.3, 32:4.1(b), 32:8.1, and 32:8.3.
Gifts to Lawyers[6] A lawyer may accept a gift from a client, if the transaction meets general standards of fairness.
For example, a simple gift such as a present given at a holiday or as a token of appreciation ispermitted. If a client offers the lawyer a more substantial gift, paragraph (c) does not prohibit thelawyer from accepting it, although such a gift may be voidable by the client under the doctrine ofundue influence, which treats client gifts as presumptively fraudulent. In any event, due to concerns
about overreaching and imposition on clients, a lawyer may not suggest that a substantial gift bemade to the lawyer or for the lawyer’s benefit, except where the lawyer is related to the client as set
forth in paragraph (c).
[7] If effectuation of a substantial gift requires preparing a legal instrument such as a will orconveyance the client should have the detached advice that another lawyer can provide. The sole
exception to this rule is where the client is a relative of the donee.
[8] This rule does not prohibit a lawyer from seeking to have the lawyer or a partner or associateof the lawyer named as executor of the client’s estate or to another potentially lucrative fiduciary
position. Nevertheless, such appointments will be subject to the general conflict of interest
provision in rule 32:1.7 when there is a significant risk that the lawyer’s interest in obtaining theappointment will materially limit the lawyer’s independent professional judgment in advising theclient concerning the choice of an executor or other fiduciary. In obtaining the client’s informed
consent to the conflict, the lawyer should advise the client concerning the nature and extent of thelawyer’s financial interest in the appointment, as well as the availability of alternative candidates forthe position.
Literary Rights[9] An agreement by which a lawyer acquires literary or media rights concerning the conduct of
the representation creates a conflict between the interests of the client and the personal interests of
the lawyer. Measures suitable in the representation of the client may detract from the publication
value of an account of the representation. Paragraph (d) does not prohibit a lawyer representing aclient in a transaction concerning literary property from agreeing that the lawyer’s fee shall consistof a share in ownership in the property, if the arrangement conforms to rule 32:1.5 and paragraphs(a) and (i).
Financial Assistance[10] Lawyers may not subsidize lawsuits or administrative proceedings brought on behalf of theirclients, including making or guaranteeing loans to their clients for living expenses, because to do sowould encourage clients to pursue lawsuits that might not otherwise be brought and because suchassistance gives lawyers too great a financial stake in the litigation. These dangers do not warrant aprohibition on a lawyer lending a client court costs and litigation expenses, including the expenses of
medical examination and the costs of obtaining and presenting evidence, because these advances are
virtually indistinguishable from contingent fees and help ensure access to the courts. Similarly, an
exception allowing lawyers representing indigent clients to pay court costs and litigation expenses
regardless of whether these funds will be repaid is warranted.
Person Paying for a Lawyer’s Services

Ch 32, p.28

RULES OF PROFESSIONAL CONDUCT

December 2020[11] Lawyers are frequently asked to represent a client under circumstances in which a third
person will compensate the lawyer, in whole or in part. The third person might be a relative or
friend, an indemnitor (such as a liability insurance company), or a co-client (such as a corporation
sued along with one or more of its employees). Because third-party payers frequently have intereststhat differ from those of the client, including interests in minimizing the amount spent on the
representation and in learning how the representation is progressing, lawyers are prohibited fromaccepting or continuing such representations unless the lawyer determines that there will be nointerference with the lawyer’s independent professional judgment and there is informed consent fromthe client. See also rule 32:5.4(c) (prohibiting interference with a lawyer’s professional judgment by
one who recommends, employs, or pays the lawyer to render legal services for another).
[12] Sometimes, it will be sufficient for the lawyer to obtain the client’s informed consent
regarding the fact of the payment and the identity of the third-party payer. If, however, the fee
arrangement creates a conflict of interest for the lawyer, then the lawyer must comply with rule 32:1.7.
The lawyer must also conform to the requirements of rule 32:1.6 concerning confidentiality. Under
rule 32:1.7(a), a conflict of interest exists if there is significant risk that the lawyer’s representationof the client will be materially limited by the lawyer’s own interest in the fee arrangement or by
the lawyer’s responsibilities to the third-party payer (for example, when the third-party payer isa co-client). Under rule 32:1.7(b), the lawyer may accept or continue the representation with theinformed consent of each affected client, unless the conflict is nonconsentable under that paragraph.
Under rule 32:1.7(b), the informed consent must be confirmed in writing.
[12a] When the lawyer is publicly-compensated, such as in the case of a public defender in acriminal case or a guardian appointed in a civil case or when civil legal services are provided by alegal aid organization, the fee arrangement ordinarily does not pose the same risk of interferencewith the lawyer’s independent professional judgment that exists in other contexts. Under paragraph(f), such a lawyer must disclose the fact that the lawyer is being compensated through public fundingor that legal services are being provided as part of a legal aid organization; however, formal consent
by the client to the fee arrangement is not required under such circumstances given the limited abilityof an indigent client as a practical matter to refuse the services of the lawyer being compensatedthrough public funding or through legal aid.
Aggregate Settlements[13] Differences in willingness to make or accept an offer of settlement are among the risks ofcommon representation of multiple clients by a single lawyer. Under rule 32:1.7, this is one of
the risks that should be discussed before undertaking the representation, as part of the process ofobtaining the clients’ informed consent. In addition, rule 32:1.2(a) protects each client’s right to havethe final say in deciding whether to accept or reject an offer of settlement and in deciding whether
to enter a guilty or nolo contendere plea in a criminal case. The rule stated in this paragraph is acorollary of both these rules and provides that, before any settlement offer or plea bargain is made or
accepted on behalf of multiple clients, the lawyer must inform each of them about all the material
terms of the settlement, including what the other clients will receive or pay if the settlement or plea
offer is accepted. See also rule 32:1.0(e) (definition of informed consent). Lawyers representing aclass of plaintiffs or defendants, or those proceeding derivatively, may not have a full client-lawyer
relationship with each member of the class; nevertheless, such lawyers must comply with applicable
rules regulating notification of class members and other procedural requirements designed to ensure
adequate protection of the entire class.
Limiting Liability and Settling Malpractice Claims[14] Agreements prospectively limiting a lawyer’s liability for malpractice are prohibited because
they are likely to undermine competent and diligent representation. Also, many clients are unable
to evaluate the desirability of making such an agreement before a dispute has arisen, particularly ifthey are then represented by the lawyer seeking the agreement. This paragraph does not, however,prohibit a lawyer from entering into an agreement with the client to arbitrate legal malpracticeclaims, provided such agreements are enforceable and the client is fully informed of the scope andeffect of the agreement. Nor does this paragraph limit the ability of lawyers to practice in the form

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.29

of a limited-liability entity, where permitted by law, provided that each lawyer remains personallyliable to the client for his or her own conduct and the firm complies with any conditions required bylaw, such as provisions requiring client notification or maintenance of adequate liability insurance.
Nor does it prohibit an agreement in accordance with rule 32:1.2 that defines the scope of therepresentation, although a definition of scope that makes the obligations of representation illusory
will amount to an attempt to limit liability.
[15] Agreements settling a claim or a potential claim for malpractice are not prohibited by thisrule. Nevertheless, in view of the danger that a lawyer will take unfair advantage of an unrepresentedclient or former client, the lawyer must first advise such a person in writing of the appropriateness of
independent representation in connection with such a settlement. In addition, the lawyer must givethe client or former client a reasonable opportunity to find and consult independent counsel.
Acquiring Proprietary Interest in Litigation[16] Paragraph (i) states the traditional general rule that lawyers are prohibited from acquiring aproprietary interest in litigation. Like paragraph (e), the general rule has its basis in common law
champerty and maintenance and is designed to avoid giving the lawyer too great an interest in the
representation. In addition, when the lawyer acquires an ownership interest in the subject of therepresentation, it will be more difficult for a client to discharge the lawyer if the client so desires.
The rule is subject to specific exceptions developed in decisional law and continued in these rules.
The exception for certain advances of the costs of litigation is set forth in paragraph (e). In addition,
paragraph (i) sets forth exceptions for liens authorized by law to secure the lawyer’s fees or expenses
and contracts for reasonable contingent fees. Iowa law determines which liens are authorized. Thesemay include liens granted by statute and liens acquired by contract with the client. When a lawyer
acquires by contract a security interest in property other than that recovered through the lawyer’s
efforts in the litigation, such an acquisition is a business or financial transaction with a client andis governed by the requirements of paragraph (a). Contracts for contingent fees in civil cases aregoverned by rule 32:1.5.
Client-Lawyer Sexual Relationships[17] The relationship between lawyer and client is a fiduciary one in which the lawyer occupies
the highest position of trust and confidence. The relationship is almost always unequal; thus, a sexual
relationship between lawyer and client can involve unfair exploitation of the lawyer’s fiduciaryrole, in violation of the lawyer’s basic ethical obligation not to use the trust of the client to theclient’s disadvantage. In addition, such a relationship presents a significant danger that, becauseof the lawyer’s emotional involvement, the lawyer will be unable to represent the client without
impairment of the exercise of independent professional judgment. Moreover, a blurred line between
the professional and personal relationships may make it difficult to predict to what extent client
confidences will be protected by the attorney-client evidentiary privilege, since client confidences areprotected by privilege only when they are imparted in the context of the client-lawyer relationship.
Because of the significant danger of harm to client interests and because the client’s own emotional
involvement renders it unlikely that the client could give adequate informed consent, this ruleprohibits the lawyer from having sexual relations with a client regardless of whether the relationshipis consensual and regardless of the absence of prejudice to the client.
[18] Sexual relationships that predate the client-lawyer relationship are not prohibited. Issues
relating to the exploitation of the fiduciary relationship and client dependency are diminishedwhen the sexual relationship existed prior to the commencement of the client-lawyer relationship.
However, before proceeding with the representation in these circumstances, the lawyer should
consider whether the lawyer’s ability to represent the client will be materially limited by the
relationship. See rule 32:1.7(a)(2).
[19] When the client is an organization, paragraph (j) of this rule prohibits a lawyer for theorganization (whether inside counsel or outside counsel) from having a sexual relationship witha constituent of the organization who supervises, directs, or regularly consults with that lawyer
concerning the organization’s legal matters.
Imputation of Prohibitions

Ch 32, p.30

RULES OF PROFESSIONAL CONDUCT

December 2020[20] Under paragraph (k), a prohibition on conduct by an individual lawyer in paragraphs (a)through (i) also applies to all lawyers associated in a firm with the personally prohibited lawyer.
For example, one lawyer in a firm may not enter into a business transaction with a client of anothermember of the firm without complying with paragraph (a), even if the first lawyer is not personallyinvolved in the representation of the client. The prohibitions set forth in paragraphs (j) and (l) arepersonal and are not applied to associated lawyers.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.9 DUTIES TO FORMER CLIENTS(a) A lawyer who has formerly represented a client in a matter shall not thereafter represent
another person in the same or a substantially related matter in which that person’s interests
are materially adverse to the interests of the former client unless the former client gives
informed consent, confirmed in writing.
(b) A lawyer shall not knowingly represent a person in the same or a substantially related
matter in which a firm with which the lawyer formerly was associated had previously
represented a client(1) whose interests are materially adverse to that person, and(2) about whom the lawyer had acquired information protected by rules 32:1.6 and 32:1.9(c)that is material to the matter, unless the former client gives informed consent, confirmed inwriting.
(c) A lawyer who has formerly represented a client in a matter or whose present or former
firm has formerly represented a client in a matter shall not thereafter:(1) use information relating to the representation to the disadvantage of the former client
except as these rules would permit or require with respect to a client, or when the information
has become generally known; or(2) reveal information relating to the representation except as these rules would permit or
require with respect to a client.
Comment[1] After termination of a client-lawyer relationship, a lawyer has certain continuing duties withrespect to confidentiality and conflicts of interest and thus may not represent another client except
in conformity with this rule. Under this rule, for example, a lawyer could not properly seek torescind on behalf of a new client a contract drafted on behalf of the former client. So also a lawyer
who has prosecuted an accused person could not properly represent the accused in a subsequentcivil action against the government concerning the same transaction. Nor could a lawyer who has
represented multiple clients in a matter represent one of the clients against the others in the same ora substantially related matter after a dispute arose among the clients in that matter, unless all affectedclients give informed consent. See comment [9]. Current and former government lawyers mustcomply with this rule to the extent required by rule 32:1.11.
[2] The scope of a “matter” for purposes of this rule depends on the facts of a particular situation
or transaction. The lawyer’s involvement in a matter can also be a question of degree. When a lawyer
has been directly involved in a specific transaction, subsequent representation of other clients withmaterially adverse interests in that transaction clearly is prohibited. On the other hand, a lawyer whorecurrently handled a type of problem for a former client is not precluded from later representing
another client in a factually distinct problem of that type even though the subsequent representation
involves a position adverse to the prior client. Similar considerations can apply to the reassignmentof military lawyers between defense and prosecution functions within the same military jurisdictions.
The underlying question is whether the lawyer was so involved in the matter that the subsequent
representation can be justly regarded as a changing of sides in the matter in question.
[3] Matters are “substantially related” for purposes of this rule if they involve the same transaction
or legal dispute or if there otherwise is a substantial risk that confidential factual information as
would normally have been obtained in the prior representation would materially advance the client’s
position in the subsequent matter. For example, a lawyer who has represented a businessperson andlearned extensive private financial information about that person may not then represent that person’s
spouse in seeking a divorce. Similarly, a lawyer who has previously represented a client in securingDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.31

environmental permits to build a shopping center would be precluded from representing neighbors
seeking to oppose rezoning of the property on the basis of environmental considerations; however,the lawyer would not be precluded, on the grounds of substantial relationship, from defending atenant of the completed shopping center in resisting eviction for nonpayment of rent. Informationthat has been disclosed to the public or to other parties adverse to the former client ordinarily
will not be disqualifying. Information acquired in a prior representation may have been renderedobsolete by the passage of time, a circumstance that may be relevant in determining whether two
representations are substantially related. In the case of an organizational client, general knowledgeof the client’s policies and practices ordinarily will not preclude a subsequent representation; on
the other hand, knowledge of specific facts gained in a prior representation that are relevant to thematter in question ordinarily will preclude such a representation. A former client is not required
to reveal the confidential information learned by the lawyer in order to establish a substantial riskthat the lawyer has confidential information to use in the subsequent matter. A conclusion about thepossession of such information may be based on the nature of the services the lawyer provided theformer client and information that would in ordinary practice be learned by a lawyer providing suchservices.
Lawyers Moving Between Firms[4] When lawyers have been associated within a firm but then end their association, the question ofwhether a lawyer should undertake representation is more complicated. There are several competing
considerations. First, the client previously represented by the former firm must be reasonably
assured that the principle of loyalty to the client is not compromised. Second, the rule should not be
so broadly cast as to preclude other persons from having reasonable choice of legal counsel. Third,
the rule should not unreasonably hamper lawyers from forming new associations and taking on newclients after having left a previous association. In this connection, it should be recognized that today
many lawyers practice in firms, that many lawyers to some degree limit their practice to one field or
another, and that many move from one association to another several times in their careers. If theconcept of imputation were applied with unqualified rigor, the result would be radical curtailment of
the opportunity of lawyers to move from one practice setting to another and of the opportunity ofclients to change counsel.
[5] Paragraph (b) operates to disqualify the lawyer only when the lawyer involved has actual
knowledge of information protected by rules 32:1.6 and 32:1.9(c). Thus, if a lawyer while with one
firm acquired no knowledge or information relating to a particular client of the firm, and that lawyer
later joined another firm, neither the lawyer individually nor the second firm is disqualified from
representing another client in the same or a related matter even though the interests of the two clientsconflict. See rule 32:1.10(b) for the restrictions on a firm once a lawyer has terminated association
with the firm.
[6] Application of paragraph (b) depends on a situation’s particular facts, aided by inferences,deductions, or working presumptions that reasonably may be made about the way in which lawyers
work together. A lawyer may have general access to files of all clients of a law firm and may
regularly participate in discussions of their affairs; it should be inferred that such a lawyer in fact isprivy to all information about all the firm’s clients. In contrast, another lawyer may have access tothe files of only a limited number of clients and participate in discussions of the affairs of no otherclients; in the absence of information to the contrary, it should be inferred that such a lawyer in fact
is privy to information about the clients actually served but not those of other clients. In such an
inquiry, the burden of proof should rest upon the firm whose disqualification is sought.
[7] Independent of the question of disqualification of a firm, a lawyer changing professional
association has a continuing duty to preserve confidentiality of information about a client formerly
represented. See rules 32:1.6 and 32:1.9(c).
[8] Paragraph (c) provides that information acquired by the lawyer in the course of representing
a client may not subsequently be used or revealed by the lawyer to the disadvantage of the client.
However, the fact that a lawyer has once served a client does not preclude the lawyer from using
generally known information about that client when later representing another client.
[9] The provisions of this rule are for the protection of former clients and can be waived if theclient gives informed consent, which consent must be confirmed in writing under paragraphs (a)and (b). See rule 32:1.0(e). With regard to the effectiveness of an advance waiver, see comment

Ch 32, p.32

RULES OF PROFESSIONAL CONDUCT

December 2020[22] to rule 32:1.7. With regard to disqualification of a firm with which a lawyer is or was formerly
associated, see rule 32:1.10.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.10 IMPUTATION OF CONFLICTS OF INTEREST: GENERAL RULE(a) While lawyers are associated in a firm, none of them shall knowingly represent a client
when any one of them practicing alone would be prohibited from doing so by rule 32:1.7 or
32:1.9, unless(1) the prohibition is based on a personal interest of the disqualified lawyer and does notpresent a significant risk of materially limiting the representation of the client by the remaining
lawyers in the firm; or(2) the prohibition is based upon rule 32:1.9(a) or (b) and arises out of the disqualified
lawyer’s association with a prior firm, and(i) the disqualified lawyer is timely screened from any participation in the matter and isapportioned no part of the fee therefrom;(ii) written notice is promptly given to any affected former client to enable the former client
to ascertain compliance with the provisions of this rule, which shall include a description of
the screening procedures employed; a statement of the firm’s and of the screened lawyer’s
compliance with these rules; a statement that review may be available before a tribunal; andan agreement by the firm to respond promptly to any written inquiries or objections by theformer client about the screening procedures; and(iii) certifications of compliance with these rules and with the screening procedures areprovided to the former client by the screened lawyer and by a partner of the firm, at reasonableintervals upon the former client’s written request and upon termination of the screening
procedures.
(b) When a lawyer has terminated an association with a firm, the firm is not prohibitedfrom thereafter representing a person with interests materially adverse to those of a client
represented by the formerly associated lawyer and not currently represented by the firm,
unless:(1) the matter is the same or substantially related to that in which the formerly associatedlawyer represented the client; and(2) any lawyer remaining in the firm has information protected by rules 32:1.6 and 32:1.9(c)that is material to the matter.
(c) A disqualification prescribed by this rule may be waived by the affected client under theconditions stated in rule 32:1.7.
(d) The disqualification of lawyers associated in a firm with former or current government
lawyers is governed by rule 32:1.11.
Comment
Definition of “Firm”[1] For purposes of the Iowa Rules of Professional Conduct, the term “firm” denotes lawyers
in a law partnership, professional corporation, sole proprietorship, or other association authorized
to practice law; or lawyers employed in a legal services organization or the legal department of acorporation or other organization. See rule 32:1.0(c). Whether two or more lawyers constitute a firm
within this definition can depend on the specific facts. See rule 32:1.0, comments [2] - [4].
Principles of Imputed Disqualification[2] The rule of imputed disqualification stated in paragraph (a) gives effect to the principle ofloyalty to the client as it applies to lawyers who practice in a law firm. Such situations can beconsidered from the premise that a firm of lawyers is essentially one lawyer for purposes of the rules
governing loyalty to the client, or from the premise that each lawyer is vicariously bound by the
obligation of loyalty owed by each lawyer with whom the lawyer is associated. Paragraph (a)(1)
operates only among the lawyers currently associated in a firm. When a lawyer moves from one firm
to another, the situation is governed by rules 32:1.9(b), 32:1.10(a)(2), and 32:1.10(b).

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.33

[3] The rule in paragraph (a) does not prohibit representation where neither questions of client
loyalty nor protection of confidential information are presented. Where one lawyer in a firm could
not effectively represent a given client because of strong political beliefs, for example, but thatlawyer will do no work on the case and the personal beliefs of the lawyer will not materially limit
the representation by others in the firm, the firm should not be disqualified. On the other hand,
if an opposing party in a case were owned by a lawyer in the law firm, and others in the firm
would be materially limited in pursuing the matter because of loyalty to that lawyer, the personal
disqualification of the lawyer would be imputed to all others in the firm.
[4] The rule in paragraph (a) also does not prohibit representation by others in the law firm where
the person prohibited from involvement in a matter is a nonlawyer, such as a paralegal or legal
secretary. Nor does paragraph (a) prohibit representation if the lawyer is prohibited from acting
because of events before the person became a lawyer, for example, work that the person did as alaw student. Such persons, however, ordinarily must be screened from any personal participationin the matter to avoid communication to others in the firm of confidential information that both thenonlawyers and the firm have a legal duty to protect. See rules 32:1.0(k) and 32:5.3.
[5] Rule 32:1.10(b) operates to permit a law firm, under certain circumstances, to represent a
person with interests directly adverse to those of a client represented by a lawyer who formerly
was associated with the firm. The rule applies regardless of when the formerly associated lawyer
represented the client. However, the law firm may not represent a person with interests adverseto those of a present client of the firm, which would violate rule 32:1.7. Moreover, the firm may
not represent the person where the matter is the same or substantially related to that in which theformerly associated lawyer represented the client and any other lawyer currently in the firm has
material information protected by rules 32:1.6 and 32:1.9(c).
[6] Rule 32:1.10(c) removes imputation with the informed consent of the affected client or former
client under the conditions stated in rule 32:1.7. The conditions stated in rule 32:1.7 require thelawyer to determine that the representation is not prohibited by rule 32:1.7(b) and that each affectedclient or former client has given informed consent to the representation, confirmed in writing. In
some cases, the risk may be so severe that the conflict may not be cured by client consent. For a
discussion of the effectiveness of client waivers of conflicts that might arise in the future, see rule32:1.7, comment [22]. For a definition of informed consent, see rule 32:1.0(e).
[7] Rule 32:1.10(a)(2) similarly removes the imputation otherwise required by rule 32:1.10(a), but
unlike section (c), it does so without requiring that there be informed consent by the former client.
Instead, it requires that the procedures laid out in sections (a)(2)(i)-(iii) be followed. A description ofeffective screening mechanisms appears in rule 32:1.0(k). Lawyers should be aware, however, that,even where screening mechanisms have been adopted, tribunals may consider additional factors in
ruling upon motions to disqualify a lawyer from pending litigation.
[8] Paragraph (a)(2)(i) does not prohibit the screened lawyer from receiving a salary or partnershipshare established by prior independent agreement, but that lawyer may not receive compensation
directly related to the matter in which the lawyer is disqualified.
[9] The notice required by paragraph (a)(2)(ii) generally should include a description of thescreened lawyer’s prior representation and be given as soon as practicable after the need for screening
becomes apparent. It also should include a statement by the screened lawyer and the firm that theclient’s material confidential information has not been disclosed or used in violation of the rules.
The notice is intended to enable the former client to evaluate and comment upon the effectiveness ofthe screening procedures.
[10] The certifications required by paragraph (a)(2)(iii) give the former client assurance that theclient’s material confidential information has not been disclosed or used inappropriately, either prior
to timely implementation of a screen or thereafter. If compliance cannot be certified, the certificate
must describe the failure to comply.
[11] Where a lawyer has joined a private firm after having represented the government, imputationis governed by rule 32:1.11(b) and (c), not this rule. Under rule 32:1.11(d), where a lawyer represents
the government after having served clients in private practice, nongovernmental employment,
or in another government agency, former-client conflicts are not imputed to government lawyers
associated with the individually disqualified lawyer.
[12] Where a lawyer is prohibited from engaging in certain transactions under rule 32:1.8,

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paragraph (k) of that rule, and not this rule, determines whether that prohibition also applies to otherlawyers associated in a firm with the personally prohibited lawyer.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015; August 28, 2020, effective January 1,
2021]

Rule 32:1.11 SPECIAL CONFLICTS OF INTEREST FOR FORMER AND CURRENTGOVERNMENT OFFICERS AND EMPLOYEES(a) Except as law may otherwise expressly permit, a lawyer who has formerly served as apublic officer or employee of the government:(1) is subject to rule 32:1.9(c); and(2) shall not otherwise represent a client in connection with a matter in which the lawyer
participated personally and substantially as a public officer or employee, unless the appropriate
government agency gives its informed consent, confirmed in writing, to the representation.
(b) When a lawyer is disqualified from representation under paragraph (a), no lawyer in a
firm with which that lawyer is associated may knowingly undertake or continue representationin such a matter unless:(1) the disqualified lawyer is timely screened from any participation in the matter and isapportioned no part of the fee therefrom; and(2) written notice is promptly given to the appropriate government agency to enable it toascertain compliance with the provisions of this rule.
(c) Except as law may otherwise expressly permit, a lawyer having information that thelawyer knows is confidential government information about a person, acquired when thelawyer was a public officer or employee, may not represent a private client whose interests
are adverse to that person in a matter in which the information could be used to the material
disadvantage of that person. As used in this rule, the term “confidential government
information” means information that has been obtained under governmental authority andwhich, at the time this rule is applied, the government is prohibited by law from disclosing to
the public or has a legal privilege not to disclose and which is not otherwise available to the
public. A firm with which that lawyer is associated may undertake or continue representationin the matter only if the disqualified lawyer is timely screened from any participation in thematter and is apportioned no part of the fee therefrom.
(d) Except as law may otherwise expressly permit, a lawyer currently serving as a public
officer or employee:(1) is subject to rules 32:1.7 and 32:1.9; and(2) shall not:(i) participate in a matter in which the lawyer participated personally and substantiallywhile in private practice or nongovernmental employment, unless the appropriate government
agency gives its informed consent, confirmed in writing; or(ii) negotiate for private employment with any person who is involved as a party or as lawyer
for a party in a matter in which the lawyer is participating personally and substantially, exceptthat a lawyer serving as a law clerk to a judge, other adjudicative officer, or arbitrator may
negotiate for private employment as permitted by rule 32:1.12(b) and subject to the conditions
stated in rule 32:1.12(b).
(e) As used in this rule, the term “matter” includes:(1) any judicial or other proceeding, application, request for a ruling or other determination,
contract, claim, controversy, investigation, charge, accusation, arrest, or other particularmatter involving a specific party or parties, and(2) any other matter covered by the conflict of interest rules of the appropriate government
agency.
(f) Prosecutors for the state or county shall not engage in the defense of an accused in any
criminal matter during the time they are engaged in such public responsibilities. However,this paragraph does not apply to a lawyer not regularly employed as a prosecutor for the stateor county who serves as a special prosecutor for a specific criminal case, provided that theemployment does not create a conflict of interest or the lawyer complies with the requirementsof rule 32:1.7(b).
Comment

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RULES OF PROFESSIONAL CONDUCTCh 32, p.35

[1] A lawyer who has served or is currently serving as a public officer or employee is personallysubject to the Iowa Rules of Professional Conduct, including the prohibition against concurrent
conflicts of interest stated in rule 32:1.7. In addition, such a lawyer may be subject to statutes
and government regulations regarding conflict of interest. Such statutes and regulations may
circumscribe the extent to which the government agency may give consent under this rule. See rule32:1.0(e) for the definition of informed consent.
[2] Paragraphs (a)(1), (a)(2), and (d)(1) restate the obligations of an individual lawyer who
has served or is currently serving as an officer or employee of the government toward a former
government or private client. Rule 32:1.10 is not applicable to the conflicts of interest addressed bythis rule. Rather, paragraph (b) sets forth a special imputation rule for former government lawyersthat provides for screening and notice. Because of the special problems raised by imputation withina government agency, paragraph (d) does not impute the conflicts of a lawyer currently serving as
an officer or employee of the government to other associated government officers or employees,
although ordinarily it will be prudent to screen such lawyers.
[3] Paragraphs (a)(2) and (d)(2) apply regardless of whether a lawyer is adverse to a former
client and are thus designed not only to protect the former client, but also to prevent a lawyer from
exploiting public office for the advantage of another client. For example, a lawyer who has pursued
a claim on behalf of the government may not pursue the same claim on behalf of a later private client
after the lawyer has left government service, except when authorized to do so by the government
agency under paragraph (a). Similarly, a lawyer who has pursued a claim on behalf of a privateclient may not pursue the claim on behalf of the government, except when authorized to do so byparagraph (d). As with paragraphs (a)(1) and (d)(1), rule 32:1.10 is not applicable to the conflicts ofinterest addressed by these paragraphs.
[4] This rule represents a balancing of interests. On the one hand, where the successive clients area government agency and another client, public or private, the risk exists that power or discretion
vested in that agency might be used for the special benefit of the other client. A lawyer should not be
in a position where benefit to the other client might affect performance of the lawyer’s professional
functions on behalf of the government. Also, unfair advantage could accrue to the other client byreason of access to confidential government information about the client’s adversary obtainable
only through the lawyer’s government service. On the other hand, the rules governing lawyers
presently or formerly employed by a government agency should not be so restrictive as to inhibittransfer of employment to and from the government. The government has a legitimate need to
attract qualified lawyers as well as to maintain high ethical standards. Thus a former government
lawyer is disqualified only from particular matters in which the lawyer participated personally andsubstantially. The provisions for screening and waiver in paragraph (b) are necessary to preventthe disqualification rule from imposing too severe a deterrent against entering public service. The
limitation of disqualification in paragraphs (a)(2) and (d)(2) to matters involving a specific party or
parties, rather than extending disqualification to all substantive issues on which the lawyer worked,
serves a similar function.
[5] When a lawyer has been employed by one government agency and then moves to a second
government agency, it may be appropriate to treat that second agency as another client for purposesof this rule, as when a lawyer is employed by a city and subsequently is employed by a federal
agency. However, because the conflict of interest is governed by paragraph (d), the latter agency is
not required to screen the lawyer as paragraph (b) requires a law firm to do. The question of whether
two government agencies should be regarded as the same or different clients for conflict of interest
purposes is beyond the scope of these rules. See rule 32:1.13 comment [9].
[6] Paragraphs (b) and (c) contemplate a screening arrangement. See rule 32:1.0(k) (requirements
for screening procedures). These paragraphs do not prohibit a lawyer from receiving a salary or
partnership share established by prior independent agreement, but that lawyer may not receive
compensation directly relating the lawyer’s compensation to the fee in the matter in which the lawyer
is disqualified.
[7] Notice, including a description of the screened lawyer’s prior representation and of thescreening procedures employed, generally should be given as soon as practicable after the need forscreening becomes apparent.
[8] Paragraph (c) operates only when the lawyer in question has knowledge of the information,
which means actual knowledge; it does not operate with respect to information that merely could beCh 32, p.36

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December 2020

imputed to the lawyer.
[9] Paragraphs (a) and (d) do not prohibit a lawyer from jointly representing a private party and agovernment agency when doing so is permitted by rule 32:1.7 and is not otherwise prohibited by law.
[10] For purposes of paragraph (e) of this rule, a “matter” may continue in another form. In
determining whether two particular matters are the same, the lawyer should consider the extent towhich the matters involve the same basic facts, the same or related parties, and the time elapsed.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.12 FORMER JUDGE, ARBITRATOR, MEDIATOR, OR OTHER THIRD-PARTY
NEUTRAL(a) Except as stated in paragraph (d), a lawyer shall not represent anyone in connection
with a matter in which the lawyer participated personally and substantially as a judge orother adjudicative officer or law clerk to such a person or as an arbitrator, mediator, or otherthird-party neutral, unless all parties to the proceeding give informed consent, confirmed inwriting.
(b) A lawyer shall not negotiate for employment with any person who is involved as aparty or as lawyer for a party in a matter in which the lawyer is participating personally andsubstantially as a judge or other adjudicative officer or as an arbitrator, mediator, or otherthird-party neutral. A lawyer serving as a law clerk to a judge or other adjudicative officer
may negotiate for employment with a party or lawyer involved in a matter in which the law
clerk is participating personally and substantially, but only after the law clerk has notified thejudge or other adjudicative officer.
(c) If a lawyer is disqualified by paragraph (a), no lawyer in a firm with which that lawyer isassociated may knowingly undertake or continue representation in the matter unless:(1) the disqualified lawyer is timely screened from any participation in the matter and isapportioned no part of the fee therefrom; and(2) written notice is promptly given to the parties and any appropriate tribunal to enable
them to ascertain compliance with the provisions of this rule.
(d) An arbitrator selected as a partisan of a party in a multimember arbitration panel is notprohibited from subsequently representing that party.
Comment[1] This rule generally parallels rule 32:1.11. The term “personally and substantially” signifies thata judge who was a member of a multimember court, and thereafter left judicial office to practice law,is not prohibited from representing a client in a matter pending in the court, but in which the former
judge did not participate. So also the fact that a former judge exercised administrative responsibility
in a court does not prevent the former judge from acting as a lawyer in a matter where the judge had
previously exercised remote or incidental administrative responsibility that did not affect the merits.
Compare the comment to rule 32:1.11. The term “adjudicative officer” includes such officials as
judges pro tempore, referees, special masters, hearing officers, and other parajudicial officers, andalso lawyers who serve as part-time judges. Application section III(B) of the Iowa Code of Judicial
Conduct provides that a magistrate or other continuing part-time judge “shall not act as a lawyer ina proceeding in which the judge has served as a judge or in any other proceeding related thereto.”
Although phrased differently from this rule, that rule corresponds in meaning.
[2] Like former judges, lawyers who have served as arbitrators, mediators, or other third-party
neutrals may be asked to represent a client in a matter in which the lawyer participated personallyand substantially. This rule forbids such representation unless all of the parties to the proceedings
give their informed consent, confirmed in writing. See rule 32:1.0(e) and (b). Other law or codes of
ethics governing third-party neutrals may impose more stringent standards of personal or imputed
disqualification. See rule 32:2.4.
[3] Although lawyers who serve as third-party neutrals do not have information concerning
the parties that is protected under rule 32:1.6, they typically owe the parties an obligation ofconfidentiality under law or codes of ethics governing third-party neutrals. Thus, paragraph (c)provides that conflicts of the personally disqualified lawyer will be imputed to other lawyers in a law
firm unless the conditions of this paragraph are met.
[4] Requirements for screening procedures are stated in rule 32:1.0(k). Paragraph (c)(1) doesDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.37

not prohibit the screened lawyer from receiving a salary or partnership share established by priorindependent agreement, but that lawyer may not receive compensation directly related to the matter
in which the lawyer is disqualified.
[5] Notice, including a description of the screened lawyer’s prior representation and of thescreening procedures employed, generally should be given as soon as practicable after the need forscreening becomes apparent.
[Court Order April 20, 2005, effective July 1, 2005; April 30, 2010, effective May 3, 2010]

Rule 32:1.13 ORGANIZATION AS CLIENT(a) A lawyer employed or retained by an organization represents the organization acting
through its duly authorized constituents.
(b) If a lawyer for an organization knows that an officer, employee, or other person
associated with the organization is engaged in action, intends to act, or refuses to act in amatter related to the representation that is a violation of a legal obligation to the organization,
or a violation of law that reasonably might be imputed to the organization, and that is likely toresult in substantial injury to the organization, then the lawyer shall proceed as is reasonably
necessary in the best interest of the organization. Unless the lawyer reasonably believes that
it is not necessary in the best interest of the organization to do so, the lawyer shall refer thematter to higher authority in the organization, including, if warranted by the circumstances tothe highest authority that can act on behalf of the organization as determined by applicablelaw.
(c) Except as provided in paragraph (d), if(1) despite the lawyer’s efforts in accordance with paragraph (b) the highest authority that
can act on behalf of the organization insists upon or fails to address in a timely and appropriatemanner an action, or a refusal to act, that is clearly a violation of law, and(2) the lawyer reasonably believes that the violation is reasonably certain to result in
substantial injury to the organization,then the lawyer may reveal information relating to the representation whether or not rule32:1.6 permits such disclosure, but only if and to the extent the lawyer reasonably believes
necessary to prevent substantial injury to the organization.
(d) Paragraph (c) shall not apply with respect to information relating to a lawyer’s
representation of an organization to investigate an alleged violation of law, or to defend theorganization or an officer, employee, or other constituent associated with the organization
against a claim arising out of an alleged violation of law.
(e) A lawyer who reasonably believes that the lawyer has been discharged because of
the lawyer’s actions taken pursuant to paragraphs (b) or (c), or who withdraws undercircumstances that require or permit the lawyer to take action under either of thoseparagraphs, shall proceed as the lawyer reasonably believes necessary to ensure that theorganization’s highest authority is informed of the lawyer’s discharge or withdrawal.
(f) In dealing with an organization’s directors, officers, employees, members, shareholders,or other constituents, a lawyer shall explain the identity of the client when the lawyer knowsor reasonably should know that the organization’s interests are adverse to those of theconstituents with whom the lawyer is dealing.
(g) A lawyer representing an organization may also represent any of its directors, officers,
employees, members, shareholders, or other constituents, subject to the provisions of rule32:1.7. If the organization’s consent to the dual representation is required by rule 32:1.7, theconsent shall be given by an appropriate official of the organization other than the individual
who is to be represented, or by the shareholders.
Comment
The Entity as the Client[1] An organizational client is a legal entity, but it cannot act except through its officers, directors,
employees, shareholders, and other constituents. Officers, directors, employees, and shareholders
are the constituents of the corporate organizational client. The duties defined in this comment apply
equally to unincorporated associations. “Other constituents” as used in this comment means theCh 32, p.38

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December 2020

positions equivalent to officers, directors, employees, and shareholders held by persons acting fororganizational clients that are not corporations.
[2] When one of the constituents of an organizational client communicates with the organization’s
lawyer in that person’s organizational capacity, the communication is protected by rule 32:1.6.
Thus, by way of example, if an organizational client requests its lawyer to investigate allegations ofwrongdoing, interviews made in the course of that investigation between the lawyer and the client’s
employees or other constituents are covered by rule 32:1.6. This does not mean, however, that
constituents of an organizational client are the clients of the lawyer. The lawyer may not disclose
to such constituents information relating to the representation except for disclosures explicitly
or impliedly authorized by the organizational client in order to carry out the representation or asotherwise permitted by rule 32:1.6.
[3] When constituents of the organization make decisions for it, the decisions ordinarily must be
accepted by the lawyer even if their utility or prudence is doubtful. Decisions concerning policy
and operations, including ones entailing serious risk, are not as such in the lawyer’s province.
Paragraph (b) makes clear, however, that when the lawyer knows that the organization is likely tobe substantially injured by action of an officer or other constituent that violates a legal obligation
to the organization or is in violation of law that might be imputed to the organization, the lawyer
must proceed as is reasonably necessary in the best interest of the organization. As defined in rule32:1.0(f), knowledge can be inferred from circumstances, and a lawyer cannot ignore the obvious.
[4] In determining how to proceed under paragraph (b), the lawyer should give due consideration
to the seriousness of the violation and its consequences, the responsibility in the organization andthe apparent motivation of the person involved, the policies of the organization concerning suchmatters, and any other relevant considerations. Ordinarily, referral to a higher authority would
be necessary. In some circumstances, however, it may be appropriate for the lawyer to ask theconstituent to reconsider the matter; for example, if the circumstances involve a constituent’s
innocent misunderstanding of law and subsequent acceptance of the lawyer’s advice, the lawyer
may reasonably conclude that the best interest of the organization does not require that the matterbe referred to higher authority. If a constituent persists in conduct contrary to the lawyer’s advice,
it will be necessary for the lawyer to take steps to have the matter reviewed by a higher authority
in the organization. If the matter is of sufficient seriousness and importance or urgency to theorganization, referral to higher authority in the organization may be necessary even if the lawyer
has not communicated with the constituent. Any measures taken should, to the extent practicable,
minimize the risk of revealing information relating to the representation to persons outside theorganization. Even in circumstances where a lawyer is not obligated by rule 32:1.13 to proceed, alawyer may bring to the attention of an organizational client, including its highest authority, mattersthat the lawyer reasonably believes to be of sufficient importance to warrant doing so in the bestinterest of the organization.
[5] Paragraph (b) also makes clear that when it is reasonably necessary to enable the organization
to address the matter in a timely and appropriate manner, the lawyer must refer the matter to higher
authority, including, if warranted by the circumstances, the highest authority that can act on behalf ofthe organization under applicable law. The organization’s highest authority to whom a matter may bereferred ordinarily will be the board of directors or similar governing body. However, applicable law
may prescribe that under certain conditions the highest authority reposes elsewhere, for example, in
the independent directors of a corporation.
Relation to Other Rules[6] The authority and responsibility provided in this rule are concurrent with the authority
and responsibility provided in other rules. In particular, this rule does not limit or expand thelawyer’s responsibility under rule 32:1.8, 32:1.16, 32:3.3, or 32:4.1. Paragraph (c) of this rulesupplements rule 32:1.6(b) by providing an additional basis upon which the lawyer may reveal
information relating to the representation, but does not modify, restrict, or limit the provisions ofrule 32:1.6(b)(1) - (6). Under paragraph (c) the lawyer may reveal such information only when theorganization’s highest authority insists upon or fails to address threatened or ongoing action thatis clearly a violation of law, and then only to the extent the lawyer reasonably believes necessary
to prevent reasonably certain substantial injury to the organization. It is not necessary that thelawyer’s services be used in furtherance of the violation, but it is required that the matter be related

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.39

to the lawyer’s representation of the organization. If the lawyer’s services are being used by anorganization to further a crime or fraud by the organization, rules 32:1.6(b)(2) and 32:1.6(b)(3) may
permit the lawyer to disclose confidential information. In such circumstances rule 32:1.2(d) may
also be applicable, in which event, withdrawal from the representation under rule 32:1.16(a)(1) may
be required.
[7] Paragraph (d) makes clear that the authority of a lawyer to disclose information relating to arepresentation in circumstances described in paragraph (c) does not apply with respect to information
relating to a lawyer’s engagement by an organization to investigate an alleged violation of law or
to defend the organization or an officer, employee, or other person associated with the organization
against a claim arising out of an alleged violation of law. This is necessary in order to enableorganizational clients to enjoy the full benefits of legal counsel in conducting an investigation or
defending against a claim.
[8] A lawyer who reasonably believes that the lawyer has been discharged because of the lawyer’s
actions taken pursuant to paragraph (b) or (c), or who withdraws in circumstances that requireor permit the lawyer to take action under either of these paragraphs, must proceed as the lawyer
reasonably believes necessary to assure that the organization’s highest authority is informed of thelawyer’s discharge or withdrawal.
Government Agency[9] The duty defined in this rule applies to governmental organizations. Defining precisely theidentity of the client and prescribing the resulting obligations of such lawyers may be more difficultin the government context and is a matter beyond the scope of these rules. See Scope [18]. Although
in some circumstances the client may be a specific agency, it may also be a branch of government,such as the executive branch, or the government as a whole. For example, if the action or failure toact involves the head of a bureau, either the department of which the bureau is a part or the relevant
branch of government may be the client for purposes of this rule. Moreover, in a matter involving
the conduct of government officials, a government lawyer may have authority under applicable law
to question such conduct more extensively than that of a lawyer for a private organization in similar
circumstances. Thus, when the client is a governmental organization, a different balance may beappropriate between maintaining confidentiality and ensuring that the wrongful act is prevented or
rectified, for public business is involved. In addition, duties of lawyers employed by the governmentor lawyers in military service may be defined by statutes and regulation. This rule does not limitthat authority. For example, the provisions of Iowa Code sections 232.90 and 232.114 adequately
accommodate the potentially conflicting roles of county attorneys in criminal prosecutions and childin need of assistance or termination of parental rights proceedings. See Scope.
Clarifying the Lawyer’s Role[10] There are times when the organization’s interest may be or become adverse to those of one
or more of its constituents. In such circumstances the lawyer should advise any constituent, whose
interest the lawyer finds adverse to that of the organization, of the conflict or potential conflict ofinterest, that the lawyer cannot represent such constituent, and that such person may wish to obtain
independent representation. Care must be taken to ensure that the individual understands that, when
there is such adversity of interest, the lawyer for the organization cannot provide legal representation
for that constituent individual, and that discussions between the lawyer for the organization and theindividual may not be privileged.
[11] Whether such a warning should be given by the lawyer for the organization to any constituent
individual may turn on the facts of each case.
Dual Representation[12] Paragraph (g) recognizes that a lawyer for an organization may also represent a principal
officer or major shareholder.
Derivative Actions

Ch 32, p.40

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December 2020[13] Under generally prevailing law, the shareholders or members of a corporation may bringsuit to compel the directors to perform their legal obligations in the supervision of the organization.
Members of unincorporated associations have essentially the same right. Such an action may bebrought nominally by the organization, but usually is, in fact, a legal controversy over managementof the organization.
[14] The question can arise whether counsel for the organization may defend such an action.
The proposition that the organization is the lawyer’s client does not alone resolve the issue.
Most derivative actions are a normal incident of an organization’s affairs, to be defended by
the organization’s lawyer like any other suit. However, if the claim involves serious charges ofwrongdoing by those in control of the organization, a conflict may arise between the lawyer’s duty
to the organization and the lawyer’s relationship with the board. In those circumstances, rule 32:1.7
governs who should represent the directors and the organization.
[Court Order April 20, 2005, effective July 1, 2005; June 13, 2013]

Rule 32:1.14 CLIENT WITH DIMINISHED CAPACITY(a) When a client’s capacity to make adequately considered decisions in connection with arepresentation is diminished, whether because of minority, mental impairment, or for someother reason, the lawyer shall, as far as reasonably possible, maintain a normal client-lawyer
relationship with the client.
(b) When the lawyer reasonably believes that the client has diminished capacity, is at
risk of substantial physical, financial, or other harm unless action is taken, and cannot
adequately act in the client’s own interest, the lawyer may take reasonably necessary protective
action, including consulting with individuals or entities that have the ability to take action toprotect the client and, in appropriate cases, seeking the appointment of a guardian ad litem,
conservator, or guardian.
(c) Information relating to the representation of a client with diminished capacity isprotected by rule 32:1.6. When taking protective action pursuant to paragraph (b), the lawyer
is impliedly authorized under rule 32:1.6(a) to reveal information about the client, but only tothe extent reasonably necessary to protect the client’s interests.
Comment[1] The normal client-lawyer relationship is based on the assumption that the client, whenproperly advised and assisted, is capable of making decisions about important matters. When theclient is a minor or suffers from a diminished mental capacity, however, maintaining the ordinaryclient-lawyer relationship may not be possible in all respects. In particular, a severely incapacitatedperson may have no power to make legally binding decisions. Nevertheless, a client with diminishedcapacity often has the ability to understand, deliberate upon, and reach conclusions about mattersaffecting the client’s own well-being. For example, children as young as five or six years of age,and certainly those of ten or twelve, are regarded as having opinions that are entitled to weight inlegal proceedings concerning their custody. So also, it is recognized that some persons of advanced
age can be quite capable of handling routine financial matters while needing special legal protection
concerning major transactions.
[2] The fact that a client suffers a disability does not diminish the lawyer’s obligation to treat theclient with attention and respect. Even if the person has a legal representative, the lawyer should
as far as possible accord the represented person the status of client, particularly in maintaining
communication.
[3] The client may wish to have family members or other persons participate in discussions withthe lawyer. When necessary to assist in the representation, the presence of such persons generally
does not affect the applicability of the attorney-client evidentiary privilege. Nevertheless, the lawyer
must keep the client’s interests foremost and, except for protective action authorized under paragraph(b), must look to the client, and not family members, to make decisions on the client’s behalf.
[4] If a legal representative has already been appointed for the client, the lawyer should ordinarily
look to the representative for decisions on behalf of the client. In matters involving a minor, whether
the lawyer should look to the parents as natural guardians may depend on the type of proceeding or
matter in which the lawyer is representing the minor. If the lawyer represents the guardian as distinct
from the ward, and is aware that the guardian is acting adversely to the ward’s interest, the lawyer

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.41

may have an obligation to prevent or rectify the guardian’s misconduct. See rule 32:1.2(d).
Taking Protective Action[5] If a lawyer reasonably believes that a client is at risk of substantial physical, financial, or otherharm unless action is taken, and that a normal client-lawyer relationship cannot be maintained asprovided in paragraph (a) because the client lacks sufficient capacity to communicate or to makeadequately considered decisions in connection with the representation, then paragraph (b) permits
the lawyer to take protective measures deemed necessary. Such measures could include: consultingwith family members, using a reconsideration period to permit clarification or improvement ofcircumstances, using voluntary surrogate decisionmaking tools such as durable powers of attorney, or
consulting with support groups, professional services, adult-protective agencies, or other individuals
or entities that have the ability to protect the client. In taking any protective action, the lawyer should
be guided by such factors as the wishes and values of the client to the extent known, the client’s bestinterests, and the goals of intruding into the client’s decisionmaking autonomy to the least extent
feasible, maximizing client capacities, and respecting the client’s family and social connections.
[6] In determining the extent of the client’s diminished capacity, the lawyer should consider andbalance such factors as: the client’s ability to articulate reasoning leading to a decision, variabilityof state of mind, and ability to appreciate consequences of a decision; the substantive fairness ofa decision; and the consistency of a decision with the known long-term commitments and valuesof the client. In appropriate circumstances, the lawyer may seek guidance from an appropriate
diagnostician.
[7] If a legal representative has not been appointed, the lawyer should consider whether
appointment of a guardian ad litem, conservator, or guardian is necessary to protect the client’s
interests. Thus, if a client with diminished capacity has substantial property that should be soldfor the client’s benefit, effective completion of the transaction may require appointment of a legal
representative. In addition, rules of procedure in litigation sometimes provide that minors or persons
with diminished capacity must be represented by a guardian or next friend if they do not have ageneral guardian. In many circumstances, however, appointment of a legal representative may be
more expensive or traumatic for the client than circumstances in fact require. Evaluation of suchcircumstances is a matter entrusted to the professional judgment of the lawyer. In considering
alternatives, however, the lawyer should be aware of any law that requires the lawyer to advocate
the least restrictive action on behalf of the client.
Disclosure of the Client’s Condition[8] Disclosure of the client’s diminished capacity could adversely affect the client’s interests.
For example, raising the question of diminished capacity could, in some circumstances, lead toproceedings for involuntary commitment. Information relating to the representation is protected byrule 32:1.6. Therefore, unless authorized to do so, the lawyer may not disclose such information.
When taking protective action pursuant to paragraph (b), the lawyer is impliedly authorized to makethe necessary disclosures, even when the client directs the lawyer to the contrary. Nevertheless,given the risks of disclosure, paragraph (c) limits what the lawyer may disclose in consulting withother individuals or entities or seeking the appointment of a legal representative. At the very least,
the lawyer should determine whether it is likely that the person or entity consulted with will act
adversely to the client’s interests before discussing matters related to the client. The lawyer’s
position in such cases is an unavoidably difficult one.
Emergency Legal Assistance[9] In an emergency where the health, safety, or a financial interest of a person with seriously
diminished capacity is threatened with imminent and irreparable harm, a lawyer may take legal
action on behalf of such a person even though the person is unable to establish a client-lawyer
relationship or to make or express considered judgments about the matter, when the person or
another acting in good faith on that person’s behalf has consulted with the lawyer. Even in such an
emergency, however, the lawyer should not act unless the lawyer reasonably believes that the person
has no other lawyer, agent, or other representative available. The lawyer should take legal action on

Ch 32, p.42

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December 2020

behalf of the person only to the extent reasonably necessary to maintain the status quo or otherwise
avoid imminent and irreparable harm. A lawyer who undertakes to represent a person in such an
exigent situation has the same duties under these rules as the lawyer would with respect to a client.
[10] A lawyer who acts on behalf of a person with seriously diminished capacity in an emergency
should keep the confidences of the person as if dealing with a client, disclosing them only to theextent necessary to accomplish the intended protective action. The lawyer should disclose to any
tribunal involved and to any other counsel involved the nature of his or her relationship with theperson. The lawyer should take steps to regularize the relationship or implement other protective
solutions as soon as possible. Normally, a lawyer would not seek compensation for such emergency
actions taken.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:1.15 SAFEKEEPING PROPERTY(a) A lawyer shall hold property of clients or third persons that is in a lawyer’s possessionin connection with a representation separate from the lawyer’s own property. Funds shallbe kept in a separate account. Other property shall be identified as such and appropriately
safeguarded. Complete records of such account funds and other property shall be kept by thelawyer and shall be preserved for a period of six years after termination of the representation.
(b) A lawyer may deposit the lawyer’s own funds in a client trust account for the sole
purpose of paying bank service charges on that account, but only in an amount necessary forthat purpose.
(c) A lawyer shall deposit into a client trust account legal fees and expenses that have been
paid in advance, to be withdrawn by the lawyer only as fees are earned or expenses incurred.
(d) Upon receiving funds or other property in which a client or third person has an interest,a lawyer shall promptly notify the client or third person. Except as stated in this rule orotherwise permitted by law or by agreement with the client, a lawyer shall promptly deliverto the client or third person any funds or other property that the client or third person isentitled to receive and, upon request by the client or third person, shall promptly render a fullaccounting regarding such property.
(e) When in the course of representation a lawyer is in possession of property in which two
or more persons (one of whom may be the lawyer) claim interests, the property shall be kept
separate by the lawyer until the dispute is resolved. The lawyer shall promptly distribute all
portions of the property as to which the interests are not in dispute.
(f) All client trust accounts shall be governed by chapter 45 of the Iowa Court Rules.
Comment[1] A lawyer should hold property of others with the care required of a professional fiduciary.
Securities should be kept in a safe deposit box, except when some other form of safekeeping iswarranted by special circumstances. All property that is the property of clients or third persons,
including prospective clients, must be kept separate from the lawyer’s business and personal property
and, if monies, in one or more trust accounts. Separate trust accounts may be warranted whenadministering estate monies or acting in similar fiduciary capacities. A lawyer should maintain on
a current basis books and records in accordance with generally accepted accounting practice andcomply with any recordkeeping rules established by law or court order. See, Iowa Ct. R. ch 45.
[2] While normally it is impermissible to commingle the lawyer’s own funds with client funds,
paragraph (b) provides that it is permissible when necessary to pay bank service charges on that
account. Accurate records must be kept regarding which part of the funds are the lawyer’s.
[3] Lawyers often receive funds from which the lawyer’s fee will be paid. The lawyer is not
required to remit to the client funds that the lawyer reasonably believes represent fees owed.
However, a lawyer may not hold funds to coerce a client into accepting the lawyer’s contention. The
disputed portion of the funds must be kept in a trust account and the lawyer should suggest meansfor prompt resolution of the dispute, such as arbitration. The undisputed portion of the funds shallbe promptly distributed.
[4] Paragraph (e) also recognizes that third parties may have lawful claims against specific funds
or other property in a lawyer’s custody, such as a client’s creditor who has a lien on funds recovered
in a personal injury action. A lawyer may have a duty under applicable law to protect such third-party

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RULES OF PROFESSIONAL CONDUCTCh 32, p.43

claims against wrongful interference by the client. In such cases, when the third-party claim is not
frivolous under applicable law, the lawyer must refuse to surrender the property to the client until
the claims are resolved. A lawyer should not unilaterally assume to arbitrate a dispute between theclient and the third party; but when there are substantial grounds for dispute as to the person entitledto the funds, the lawyer may file an action to have a court resolve the dispute.
[5] The obligations of a lawyer under this rule are independent of those arising from activity otherthan rendering legal services. For example, a lawyer who serves only as an escrow agent is governedby the applicable law relating to fiduciaries even though the lawyer does not render legal services inthe transaction and is not governed by this rule.
[6] A lawyers’ fund for client protection provides a means through the collective efforts of thebar to reimburse persons who have lost money or property as a result of dishonest conduct of alawyer. Such a fund has been established in Iowa, and lawyer participation is mandatory to theextent required by chapter 39 of the Iowa Court Rules.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:1.16 DECLINING OR TERMINATING REPRESENTATION(a) Except as stated in paragraph (c), a lawyer shall not represent a client or, where
representation has commenced, shall withdraw from the representation of a client if:(1) the representation will result in violation of the Iowa Rules of Professional Conduct orother law;(2) the lawyer’s physical or mental condition materially impairs the lawyer’s ability torepresent the client; or(3) the lawyer is discharged.
(b) Except as stated in paragraph (c), a lawyer may withdraw from representing a client if:(1) withdrawal can be accomplished without material adverse effect on the interests of theclient;(2) the client persists in a course of action involving the lawyer’s services that the lawyer
reasonably believes is criminal or fraudulent;(3) the client has used the lawyer’s services to perpetrate a crime or fraud;(4) the client insists upon taking action that the lawyer considers repugnant or with which
the lawyer has a fundamental disagreement;(5) the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer’s
services and has been given reasonable warning that the lawyer will withdraw unless theobligation is fulfilled;(6) the representation will result in an unreasonable financial burden on the lawyer or has
been rendered unreasonably difficult by the client; or(7) other good cause for withdrawal exists.
(c) A lawyer must comply with applicable law requiring notice to or permission of a tribunal
when terminating a representation. When ordered to do so by a tribunal, a lawyer shallcontinue representation notwithstanding good cause for terminating the representation.
(d) Upon termination of representation, a lawyer shall take steps to the extent reasonably
practicable to protect a client’s interests, such as giving reasonable notice to the client, allowing
time for employment of other counsel, surrendering papers and property to which the clientis entitled, and refunding any advance payment of fee or expense that has not been earned or
incurred. The lawyer may retain papers relating to the client to the extent permitted by law.
Comment[1] A lawyer should not accept representation in a matter unless it can be performed competently,
promptly, without improper conflict of interest, and to completion. Ordinarily, a representation in amatter is completed when the agreed-upon assistance has been concluded. See rules 32:1.2(c) and
32:6.5. See also rule 32:1.3, comment [4].
Mandatory Withdrawal[2] A lawyer ordinarily must decline or withdraw from representation if the client demands thatthe lawyer engage in conduct that is illegal or violates the Iowa Rules of Professional Conduct orCh 32, p.44

RULES OF PROFESSIONAL CONDUCT

December 2020

other law. The lawyer is not obliged to decline or withdraw simply because the client suggests
such a course of conduct; a client may make such a suggestion in the hope that a lawyer will not be
constrained by a professional obligation.
[3] When a lawyer has been appointed to represent a client, withdrawal ordinarily requires
approval of the appointing authority. See also rule 32:6.2. Similarly, court approval or notice tothe court is often required by applicable law before a lawyer withdraws from pending litigation.
Difficulty may be encountered if withdrawal is based on the client’s demand that the lawyer engage
in unprofessional conduct. The court may request an explanation for the withdrawal, while thelawyer may be bound to keep confidential the facts that would constitute such an explanation.
The lawyer’s statement that professional considerations require termination of the representation
ordinarily should be accepted as sufficient. Lawyers should be mindful of their obligations to bothclients and the court under rules 32:1.6 and 32:3.3.
Discharge[4] A client has a right to discharge a lawyer at any time, with or without cause, subject toliability for payment for the lawyer’s services. Where future dispute about the withdrawal may be
anticipated, it may be advisable to prepare a written statement reciting the circumstances.
[5] Whether a client can discharge appointed counsel may depend on applicable law. A client
seeking to do so should be given a full explanation of the consequences. These consequences may
include a decision by the appointing authority that appointment of successor counsel is unjustified,thus requiring self-representation by the client.
[6] If the client has severely diminished capacity, the client may lack the legal capacity todischarge the lawyer, and in any event the discharge may be seriously adverse to the client’s interests.
The lawyer should make special effort to help the client consider the consequences and may takereasonably necessary protective action as provided in rule 32:1.14.
Optional Withdrawal[7] A lawyer may withdraw from representation in some circumstances. The lawyer has theoption to withdraw if the withdrawal can be accomplished without material adverse effect on theclient’s interests. Withdrawal is also justified if the client persists in a course of action that thelawyer reasonably believes is criminal or fraudulent, for a lawyer is not required to be associatedwith such conduct even if the lawyer does not further it. Withdrawal is also permitted if the lawyer’s
services were misused in the past even if that would materially prejudice the client. The lawyer may
also withdraw where the client insists on taking action that the lawyer considers repugnant or withwhich the lawyer has a fundamental disagreement.
[8] A lawyer may withdraw if the client refuses to abide by the terms of an agreement relating to
the representation, such as an agreement concerning fees or court costs or an agreement limiting theobjectives of the representation.
Assisting the Client upon Withdrawal[9] Even if the lawyer has been unfairly discharged by the client, a lawyer must take all reasonable
steps to mitigate the consequences to the client. The lawyer may retain papers as security for a fee tothe extent permitted by Iowa Code sections 602.10116 to 602.10120 or other law. See rule 32:1.15.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:1.17 SALE OF LAW PRACTICE
A lawyer or a law firm may sell or purchase a law practice, or an area of law practice,including good will, if the following conditions are satisfied:(a) The seller ceases to engage in the private practice of law, or in the area of practice thathas been sold, in the geographic area in which the practice has been conducted;(b) The entire practice, or the entire area of practice, is sold to one or more lawyers or law
firms;(c) The seller gives written notice to each of the seller’s clients regarding:(1) the proposed sale;December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.45

(2) the client’s right to retain other counsel or to take possession of the file; and(3) the fact that the client’s consent to the transfer of the client’s files will be presumed if
the client does not take any action or does not otherwise object within 90 days of receipt of thenotice.
If a client cannot be given notice, the representation of that client may be transferred tothe purchaser only upon entry of an order so authorizing by a court having jurisdiction. The
seller may disclose to the court in camera information relating to the representation only to theextent necessary to obtain an order authorizing the transfer of a file.
(d) The fees charged clients shall not be increased by reason of the sale.
Comment[1] The practice of law is a profession, not merely a business. Clients are not commodities
that can be purchased and sold at will. Pursuant to this rule, when a lawyer or an entire firmceases to practice, or ceases to practice in an area of law, and other lawyers or firms take over the
representation, the selling lawyer or firm may obtain compensation for the reasonable value of thepractice as may withdrawing partners of law firms. See rules 32:5.4 and 32:5.6.
Termination of Practice by the Seller[2] The requirement that all of the private practice, or all of an area of practice, be sold is satisfied
if the seller in good faith makes the entire practice, or the area of practice, available for sale tothe purchasers. The fact that a number of the seller’s clients decide not to be represented by thepurchasers but take their matters elsewhere, therefore, does not result in a violation. Return toprivate practice as a result of an unanticipated change in circumstances does not necessarily resultin a violation. For example, a lawyer who has sold the practice to accept an appointment to judicial
office does not violate the requirement that the sale be attendant to cessation of practice if the lawyer
later resumes private practice upon being defeated in a retention election for the office or resigns
from a judiciary position.
[3] The requirement that the seller cease to engage in the private practice of law does not prohibit
employment as a lawyer on the staff of a public agency or a legal services entity that provides legal
services to the poor, or as in-house counsel to a business.
[4] This rule contemplates that a lawyer who sells an entire practice may continue in the practiceof law in Iowa provided that the lawyer practices in another geographic area of the state.
[5] This rule also permits a lawyer or law firm to sell an area of practice. If an area of practice
is sold and the lawyer remains in the active practice of law, the lawyer must cease accepting any
matters in the area of practice that has been sold, either as counsel or co-counsel or by assuming
joint responsibility for a matter in connection with the division of a fee with another lawyer as
would otherwise be permitted by rule 32:1.5(e). For example, a lawyer with a substantial numberof estate planning matters and a substantial number of probate administration cases may sell theestate planning portion of the practice but remain in the practice of law by concentrating on probate
administration; however, that practitioner may not thereafter accept any estate planning matters.
Although a lawyer who leaves a geographical area typically would sell the entire practice, this rule
permits the lawyer to limit the sale to one or more areas of the practice, thereby preserving thelawyer’s right to continue practice in the areas of the practice that were not sold.
Sale of Entire Practice or Entire Area of Practice[6] The rule requires that the seller’s entire practice, or an entire area of practice, be sold. The
prohibition against sale of less than an entire practice area protects those clients whose matters areless lucrative and who might find it difficult to secure other counsel if a sale could be limited to
substantial fee-generating matters. The purchasers are required to undertake all client matters in thepractice or practice area, subject to client consent. This requirement is satisfied, however, even if apurchaser is unable to undertake a particular client matter because of a conflict of interest.
Client Confidences, Consent, and NoticeCh 32, p.46

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December 2020

[7] Negotiations between seller and prospective purchaser prior to disclosure of information
relating to a specific representation of an identifiable client no more violate the confidentiality
provisions of rule 32:1.6 than do preliminary discussions concerning the possible association ofanother lawyer or mergers between firms, with respect to which client consent is not required.
See rule 32:1.6(b)(7). Providing the purchaser access to detailed information relating to therepresentation, such as the client’s file, however, requires client consent. The rule provides that
before such information can be disclosed by the seller to the purchaser the client must be given
actual written notice of the contemplated sale, including the identity of the purchaser, and must
be told that the decision to consent or make other arrangements must be made within 90 days. If
nothing is heard from the client within that time, consent to the sale is presumed.
[8] A lawyer or law firm ceasing to practice cannot be required to remain in practice becausesome clients cannot be given actual notice of the proposed purchase. Since these clients cannot
themselves consent to the purchase or direct any other disposition of their files, the rule requires anorder from a court having jurisdiction authorizing their transfer or other disposition. The court canbe expected to determine whether reasonable efforts to locate the client have been exhausted, andwhether the absent client’s legitimate interests will be served by authorizing the transfer of the file sothat the purchaser may continue the representation. Preservation of client confidences requires thatthe petition for a court order be considered in camera.
[9] All elements of client autonomy, including the client’s absolute right to discharge a lawyer
and transfer the representation to another, survive the sale of the practice or area of practice.
Fee Arrangements Between Client and Purchaser[10] The sale may not be financed by increases in fees charged the clients of the practice. Existingarrangements between the seller and the client as to fees and the scope of the work must be honoredby the purchaser.
Other Applicable Ethical Standards[11] Lawyers participating in the sale of a law practice or a practice area are subject to the ethicalstandards applicable to involving another lawyer in the representation of a client. These include,for example, the seller’s obligation to exercise competence in identifying a purchaser qualified toassume the practice and the purchaser’s obligation to undertake the representation competently(see rule 32:1.1); the obligation to avoid disqualifying conflicts, and to secure the client’s informed
consent for those conflicts that can be agreed to (see rule 32:1.7 regarding conflicts and rule 32:1.0(e)for the definition of informed consent); and the obligation to protect information relating to therepresentation (see rules 32:1.6 and 32:1.9).
[12] If approval of the substitution of the purchasing lawyer for the selling lawyer is required by
the rules of any tribunal in which a matter is pending, such approval must be obtained before thematter can be included in the sale. See rule 32:1.16.
Applicability of the Rule[13] This rule applies to the sale of a law practice of a deceased, disabled, or disappeared
lawyer. Thus, the seller may be represented by a nonlawyer representative not subject to these rules.
Since, however, no lawyer may participate in a sale of a law practice that does not conform to therequirements of this rule, the representatives of the seller as well as the purchasing lawyer can be
expected to see to it that they are met.
[14] Admission to or retirement from a law partnership or professional association, retirement
plans and similar arrangements, and a sale of tangible assets of a law practice, do not constitute asale or purchase governed by this rule.
[15] This rule does not apply to the transfers of legal representation between lawyers when suchtransfers are unrelated to the sale of a practice or an area of practice.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015]

Rule 32:1.18 DUTIES TO PROSPECTIVE CLIENT(a) A person who consults with a lawyer about the possibility of forming a client-lawyer

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.47

relationship with respect to a matter is a prospective client.
(b) Even when no client-lawyer relationship ensues, a lawyer who has learned informationfrom a prospective client shall not use or reveal that information, except as rule 32:1.9 would
permit with respect to information of a former client.
(c) A lawyer subject to paragraph (b) shall not represent a client with interests materiallyadverse to those of a prospective client in the same or a substantially related matter if thelawyer received information from the prospective client that could be significantly harmful tothat person in the matter, except as provided in paragraph (d). If a lawyer is disqualified from
representation under this paragraph, no lawyer in a firm with which that lawyer is associatedmay knowingly undertake or continue representation in such a matter, except as provided inparagraph (d).
(d) When the lawyer has received disqualifying information as defined in paragraph (c),representation is permissible if:(1) both the affected client and the prospective client have given informed consent, confirmedin writing, or;(2) the lawyer who received the information took reasonable measures to avoid exposure
to more disqualifying information than was reasonably necessary to determine whether torepresent the prospective client; and(i) the disqualified lawyer is timely screened from any participation in the matter and isapportioned no part of the fee therefrom; and(ii) written notice is promptly given to the prospective client.
Comment[1] Prospective clients, like clients, may disclose information to a lawyer, place documents orother property in the lawyer’s custody, or rely on the lawyer’s advice. A lawyer’s consultations witha prospective client usually are limited in time and depth and leave both the prospective client andthe lawyer free (and sometimes required) to proceed no further. Hence, prospective clients should
receive some but not all of the protection afforded clients.
[2] A person becomes a prospective client by consulting with a lawyer about the possibility offorming a client-lawyer relationship with respect to a matter. Whether communications, including
written, oral, or electronic communications, constitute a consultation depends on the circumstances.
For example, a consultation is likely to have occurred if a lawyer, either in person or through thelawyer’s advertising in any medium, specifically requests or invites the submission of information
about a potential representation without clear and reasonably understandable warnings and cautionary
statements that limit the lawyer’s obligations, and a person provides information in response. See
comment [4]. In contrast, a consultation does not occur if a person provides information to alawyer in response to advertising that merely describes the lawyer’s education, experience, areas ofpractice, and contact information, or provides legal information of general interest. Such a person
communicates information unilaterally to a lawyer, without any reasonable expectation that thelawyer is willing to discuss the possibility of forming a client-lawyer relationship, and is thus nota “prospective client.” Moreover, a person who communicates with a lawyer for the purpose of
disqualifying the lawyer is not a “prospective client.”[3] It is often necessary for a prospective client to reveal information to the lawyer during an
initial consultation prior to the decision about formation of a client-lawyer relationship. The lawyer
often must learn such information to determine whether there is a conflict of interest with an existingclient and whether the matter is one that the lawyer is willing to undertake. Paragraph (b) prohibits
the lawyer from using or revealing that information, except as permitted by rule 32:1.9, even if theclient or lawyer decides not to proceed with the representation. The duty exists regardless of how
brief the initial conference may be.
[4] In order to avoid acquiring disqualifying information from a prospective client, a lawyer
considering whether or not to undertake a new matter should limit the initial consultation to only
such information as reasonably appears necessary for that purpose. Where the information indicatesthat a conflict of interest or other reason for nonrepresentation exists, the lawyer should so informthe prospective client or decline the representation. If the prospective client wishes to retain thelawyer, and if consent is possible under rule 32:1.7, then consent from all affected present or former
clients must be obtained before accepting the representation.

Ch 32, p.48

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[5] A lawyer may condition a consultation with a prospective client on the person’s informed
consent that no information disclosed during the consultation will prohibit the lawyer from
representing a different client in the matter. See rule 32:1.0(e) for the definition of informed consent.
If the agreement expressly so provides, the prospective client may also consent to the lawyer’s
subsequent use of information received from the prospective client.
[6] Even in the absence of an agreement, under paragraph (c), the lawyer is not prohibitedfrom representing a client with interests adverse to those of the prospective client in the same or asubstantially related matter unless the lawyer has received from the prospective client informationthat could be significantly harmful if used in the matter.
[7] Under paragraph (c), the prohibition in this rule is imputed to other lawyers as provided in rule32:1.10, but, under paragraph (d)(1), imputation may be avoided if the lawyer obtains the informed
consent, confirmed in writing, of both the prospective and affected clients. In the alternative,
imputation may be avoided if the conditions of paragraph (d)(2) are met and all disqualified lawyers
are timely screened and written notice is promptly given to the prospective client. See rule 32:1.0(k)(requirements for screening procedures). Paragraph (d)(2)(i) does not prohibit the screened lawyer
from receiving a salary or partnership share established by prior independent agreement, butthat lawyer may not receive compensation directly related to the matter in which the lawyer isdisqualified.
[8] Notice, including a general description of the subject matter about which the lawyer was
consulted, and of the screening procedures employed, generally should be given as soon aspracticable after the need for screening becomes apparent.
[9] For the duty of competence of a lawyer who gives assistance on the merits of a matter to aprospective client, see rule 32:1.1. For a lawyer’s duties when a prospective client entrusts valuables
or papers to the lawyer’s care, see rule 32:1.15.
[Court Order April 20, 2005, effective July 1, 2005; August 29, 2012, effective January 1, 2013; October 15,
2015]
COUNSELOR

Rule 32:2.1 ADVISOR
In representing a client, a lawyer shall exercise independent professional judgment andrender candid advice. In rendering advice, a lawyer may refer not only to law but to otherconsiderations such as moral, economic, social, and political factors, that may be relevant tothe client’s situation.
Comment
Scope of Advice[1] A client is entitled to straightforward advice expressing the lawyer’s honest assessment. Legal
advice often involves unpleasant facts and alternatives that a client may be disinclined to confront.
In presenting advice, a lawyer endeavors to sustain the client’s morale and may put advice in as
acceptable a form as honesty permits. However, a lawyer should not be deterred from giving candid
advice by the prospect that the advice will be unpalatable to the client.
[2] Advice couched in narrow legal terms may be of little value to a client, especially wherepractical considerations, such as cost or effects on other people, are predominant. Purely technicallegal advice, therefore, can sometimes be inadequate. It is proper for a lawyer to refer to relevant
moral and ethical considerations in giving advice. Although a lawyer is not a moral advisor as such,
moral and ethical considerations impinge upon most legal questions and may decisively influence
how the law will be applied. In the final analysis, the lawyer should always remember that thedecision whether to pursue or forgo legally available objectives or methods because of nonlegal
factors is ultimately for the client and not for the lawyer.
[3] A client may expressly or impliedly ask the lawyer for purely technical advice. When such arequest is made by a client experienced in legal matters, the lawyer may accept it at face value. Whensuch a request is made by a client inexperienced in legal matters, however, the lawyer’s responsibility
as advisor may include indicating that more may be involved than strictly legal considerations.
[4] Matters that go beyond strictly legal questions may also be in the domain of another profession.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.49

Family matters can involve problems within the professional competence of psychiatry, clinicalpsychology, or social work; business matters can involve problems within the competence of theaccounting profession or of financial specialists. Where consultation with a professional in anotherfield is itself something a competent lawyer would recommend, the lawyer should make such a
recommendation. At the same time, a lawyer’s advice at its best often consists of recommending acourse of action in the face of conflicting recommendations of experts.
Offering Advice[5] In general, a lawyer is not expected to give advice until asked by the client. However, when alawyer knows that a client proposes a course of action that is likely to result in substantial adverse
legal consequences to the client, the lawyer’s duty to the client under rule 32:1.4 may require that thelawyer offer advice if the client’s course of action is related to the representation. Similarly, whena matter is likely to involve litigation, it may be necessary under rule 32:1.4 to inform the clientof forms of dispute resolution that might constitute reasonable alternatives to litigation. A lawyer
ordinarily has no duty to initiate investigation of a client’s affairs or to give advice that the client
has indicated is unwanted, but a lawyer may initiate advice to a client when doing so appears to bein the client’s interest.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:2.2 RESERVED
Rule 32:2.3 EVALUATION FOR USE BY THIRD PERSONS(a) A lawyer may provide an evaluation of a matter affecting a client for the use of someone
other than the client if the lawyer reasonably believes that making the evaluation is compatible
with other aspects of the lawyer’s relationship with the client.
(b) When the lawyer knows or reasonably should know that the evaluation is likely to affectthe client’s interests materially and adversely, the lawyer shall not provide the evaluation
unless the client gives informed consent.
(c) Except as disclosure is authorized in connection with a report of an evaluation,
information relating to the evaluation is otherwise protected by rule 32:1.6.
Comment
Definition[1] An evaluation may be performed at the client’s direction or when impliedly authorized in orderto carry out the representation. See rule 32:1.2. Such an evaluation may be for the primary purposeof establishing information for the benefit of third parties; for example, an opinion concerning thetitle of property rendered at the behest of a vendor for the information of a prospective purchaser,or at the behest of a borrower for the information of a prospective lender. In some situations, theevaluation may be required by a government agency; for example, an opinion concerning the legalityof the securities registered for sale under the securities laws. In other instances, the evaluation may
be required by a third person, such as a purchaser of a business.
[2] A legal evaluation should be distinguished from an investigation of a person with whom thelawyer does not have a client-lawyer relationship. For example, a lawyer retained by a purchaser toanalyze a vendor’s title to property does not have a client-lawyer relationship with the vendor. So
also, an investigation into a person’s affairs by a government lawyer, or by special counsel employedby the government, is not an evaluation as that term is used in this rule. The question is whether
the lawyer is retained by the person whose affairs are being examined. When the lawyer is retainedby that person, the general rules concerning loyalty to client and preservation of confidences apply,
which is not the case if the lawyer is retained by someone else. For this reason, it is essential toidentify the person by whom the lawyer is retained. This should be made clear not only to the person
under examination, but also to others to whom the results are to be made available.
Duties Owed to Third Person and ClientCh 32, p.50

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[3] When the evaluation is intended for the information or use of a third person, a legal duty to that
person may or may not arise. That legal question is beyond the scope of this rule. However, sincesuch an evaluation involves a departure from the normal client-lawyer relationship, careful analysisof the situation is required. The lawyer must be satisfied as a matter of professional judgment thatmaking the evaluation is compatible with other functions undertaken in behalf of the client. For
example, if the lawyer is acting as advocate in defending the client against charges of fraud, it would
normally be incompatible with that responsibility for the lawyer to perform an evaluation for others
concerning the same or a related transaction. Assuming no such impediment is apparent, however,the lawyer should advise the client of the implications of the evaluation, particularly the lawyer’s
responsibilities to third persons and the duty to disseminate the findings.
Access to and Disclosure of Information[4] The quality of an evaluation depends on the freedom and extent of the investigation uponwhich it is based. Ordinarily a lawyer should have whatever latitude of investigation seems
necessary as a matter of professional judgment. Under some circumstances, however, the terms of
the evaluation may be limited. For example, certain issues or sources may be categorically excluded,or the scope of search may be limited by time constraints or the noncooperation of persons having
relevant information. Any such limitations that are material to the evaluation should be describedin the report. If after a lawyer has commenced an evaluation, the client refuses to comply with theterms upon which it was understood the evaluation was to have been made, the lawyer’s obligations
are determined by law, having reference to the terms of the client’s agreement and the surrounding
circumstances. In no circumstances is the lawyer permitted to knowingly make a false statement ofmaterial fact or law in providing an evaluation under this rule. See rule 32:4.1.
Obtaining Client’s Informed Consent[5] Information relating to an evaluation is protected by rule 32:1.6. In many situations, providing
an evaluation to a third party poses no significant risk to the client; thus, the lawyer may be
impliedly authorized to disclose information to carry out the representation. See rule 32:1.6(a).
Where, however, it is reasonably likely that providing the evaluation will affect the client’s interests
materially and adversely, the lawyer must first obtain the client’s consent after the client has beenadequately informed concerning the important possible effects on the client’s interests. See rules
32:1.6(a) and 32:1.0(e).
Financial Auditors’ Requests for Information[6] When a question concerning the legal situation of a client arises at the instance of the client’s
financial auditor and the question is referred to the lawyer, the lawyer’s response may be made inaccordance with procedures recognized in the legal profession. Such a procedure is set forth in
the American Bar Association Statement of Policy Regarding Lawyers’ Responses to Auditors’
Requests for Information, adopted in 1975.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:2.4 LAWYER SERVING AS THIRD-PARTY NEUTRAL(a) A lawyer serves as a third-party neutral when the lawyer assists two or more persons
who are not clients of the lawyer to reach a resolution of a dispute or other matter that hasarisen between them. Service as a third-party neutral may include service as an arbitrator, amediator, or in such other capacity as will enable the lawyer to assist the parties to resolve thematter.
(b) A lawyer serving as a third-party neutral shall inform unrepresented parties that thelawyer is not representing them. When the lawyer knows or reasonably should know thata party does not understand the lawyer’s role in the matter, the lawyer shall explain the
difference between the lawyer’s role as a third-party neutral and a lawyer’s role as one who
represents a client.
Comment

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RULES OF PROFESSIONAL CONDUCTCh 32, p.51

[1] Alternative dispute resolution has become a substantial part of the civil justice system. Asidefrom representing clients in dispute-resolution processes, lawyers often serve as third-party neutrals.
A third-party neutral is a person, such as a mediator, arbitrator, conciliator, or evaluator, who assists
the parties, represented or unrepresented, in the resolution of a dispute or in the arrangement of atransaction. Whether a third-party neutral serves primarily as a facilitator, evaluator, or decision
maker depends on the particular process that is either selected by the parties or mandated by a court.
[2] The role of a third-party neutral is not unique to lawyers, although, in some court-connected
contexts, only lawyers are allowed to serve in this role or to handle certain types of cases. In
performing this role, the lawyer may be subject to court rules or other laws that apply either tothird-party neutrals generally or to lawyers serving as third-party neutrals. Lawyer-neutrals may
also be subject to various codes of ethics, such as the Code of Ethics for Arbitration in Commercial
Disputes prepared by a joint committee of the American Bar Association and the American
Arbitration Association or the Model Standards of Conduct for Mediators jointly prepared by theAmerican Bar Association, the American Arbitration Association, and the Society of Professionals
in Dispute Resolution. In 1987, the Iowa Supreme Court adopted the Rules Governing Standardsof Practice for Lawyer Mediators in Family Disputes, which is now the Standards of Conduct forMediators, chapter 11 of the Iowa Court Rules. Lawyers engaged in mediation should carefully
review these rules because they address matters of special concern and state different and more
restrictive rules on conflicts of interest.
[3] Unlike nonlawyers who serve as third-party neutrals, lawyers serving in this role may
experience unique problems as a result of differences between the role of a third-party neutral anda lawyer’s service as a client representative. The potential for confusion is significant when theparties are unrepresented in the process. Thus, paragraph (b) requires a lawyer-neutral to inform
unrepresented parties that the lawyer is not representing them. For some parties, particularly parties
who frequently use dispute-resolution processes, this information will be sufficient. For others,
particularly those who are using the process for the first time, more information will be required.
Where appropriate, the lawyer should inform unrepresented parties of the important differences
between the lawyer’s role as third-party neutral and a lawyer’s role as a client representative,
including the inapplicability of the attorney-client evidentiary privilege. The extent of disclosure
required under this paragraph will depend on the particular parties involved and the subject matterof the proceeding, as well as the particular features of the dispute-resolution process selected.
[4] A lawyer who serves as a third-party neutral subsequently may be asked to serve as a lawyer
representing a client in the same matter. The conflicts of interest that arise for both the individual
lawyer and the lawyer’s law firm are addressed in rule 32:1.12.
[5] Lawyers who represent clients in alternative dispute-resolution processes are governed by
the Iowa Rules of Professional Conduct. When the dispute-resolution process takes place before atribunal, as in binding arbitration (See rule 32:1.0(m)), the lawyer’s duty of candor is governed byrule 32:3.3. Otherwise, the lawyer’s duty of candor toward both the third-party neutral and otherparties is governed by rule 32:4.1.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]
ADVOCATE

Rule 32:3.1 MERITORIOUS CLAIMS AND CONTENTIONS
A lawyer shall not bring or defend a proceeding, or assert or controvert an issue therein,
unless there is a basis in law and fact for doing so that is not frivolous, which includes a goodfaith argument for an extension, modification, or reversal of existing law. A lawyer for the
defendant in a criminal proceeding, or the respondent in a proceeding that could result inincarceration, may nevertheless so defend the proceeding as to require that every element of
the case be established.
Comment[1] The advocate has a duty to use legal procedure for the fullest benefit of the client’s cause, butalso a duty not to abuse legal procedure. The law, both procedural and substantive, establishes thelimits within which an advocate may proceed. However, the law is not always clear and never isCh 32, p.52

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December 2020

static. Accordingly, in determining the proper scope of advocacy, account must be taken of the law’s
ambiguities and potential for change.
[2] The filing of an action, defense, or similar action taken for a client is not frivolous merely
because the facts have not first been fully substantiated or because the lawyer expects to develop vital
evidence only by discovery. What is required of lawyers, however, is that they inform themselves
about the facts of their clients’ cases and the applicable law and determine that they can make goodfaith arguments in support of their clients’ positions. Such action is not frivolous even though thelawyer believes that the client’s position ultimately will not prevail. The action is frivolous, however,if the lawyer is unable either to make a good faith argument on the merits of the action taken or
to support the action taken by a good faith argument for an extension, modification, or reversal ofexisting law.
[3] The lawyer’s obligations under this rule are subordinate to federal or state constitutional lawthat entitles a defendant in a criminal matter to the assistance of counsel in presenting a claim orcontention that otherwise would be prohibited by this rule.
[4] When an applicable rule or order prohibits an appellate attorney from withdrawing on the
ground that the appeal is frivolous, the lawyer is permitted to advocate grounds on appeal that thelawyer believes are ultimately without merit. The lawyer must, of course, comply with the remaining
rules of this chapter, including rule 32:3.3.
[Court Order April 20, 2005, effective July 1, 2005; May 21, 2012]

Rule 32:3.2 EXPEDITING LITIGATION
A lawyer shall make reasonable efforts to expedite litigation consistent with the interests ofthe client.
Comment[1] Dilatory practices bring the administration of justice into disrepute. Although there will beoccasions when a lawyer may properly seek a postponement for personal reasons, it is not proper fora lawyer to routinely fail to expedite litigation solely for the convenience of the advocates. Nor willa failure to expedite be reasonable if done for the purpose of frustrating an opposing party’s attempt
to obtain rightful redress or repose. It is not a justification that similar conduct is often tolerated by
the bench and bar. The question is whether a competent lawyer acting in good faith would regard
the course of action as having some substantial purpose other than delay. Realizing financial or otherbenefit from otherwise improper delay in litigation is not a legitimate interest of the client.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.3 CANDOR TOWARD THE TRIBUNAL(a) A lawyer shall not knowingly:(1) make a false statement of fact or law to a tribunal or fail to correct a false statement ofmaterial fact or law previously made to the tribunal by the lawyer;(2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to
the lawyer to be directly adverse to the position of the client and not disclosed by opposing
counsel; or(3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer’s client, or awitness called by the lawyer, has offered material evidence and the lawyer comes to know of its
falsity, the lawyer shall take reasonable remedial measures, including, if necessary, disclosure
to the tribunal. A lawyer may refuse to offer evidence, other than the testimony of a defendantin a criminal matter, that the lawyer reasonably believes is false.
(b) A lawyer who represents a client in an adjudicative proceeding and who knows that aperson intends to engage, is engaging, or has engaged in criminal or fraudulent conduct related
to the proceeding shall take reasonable remedial measures, including, if necessary, disclosure
to the tribunal.
(c) The duties stated in paragraphs (a) and (b) continue to the conclusion of the proceeding,and apply even if compliance requires disclosure of information otherwise protected by rule32:1.6.
(d) In an ex parte proceeding, a lawyer shall inform the tribunal of all material facts known

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.53

to the lawyer that will enable the tribunal to make an informed decision, whether or not thefacts are adverse.
Comment[1] This rule governs the conduct of a lawyer who is representing a client in the proceedings ofa tribunal. See rule 32:1.0(m) for the definition of “tribunal.” It also applies when the lawyer isrepresenting a client in an ancillary proceeding conducted pursuant to the tribunal’s adjudicative
authority, such as a deposition. Thus, for example, paragraph (a)(3) requires a lawyer to takereasonable remedial measures if the lawyer comes to know that a client who is testifying in adeposition has offered evidence that is false.
[2] This rule sets forth the special duties of lawyers as officers of the court to avoid conductthat undermines the integrity of the adjudicative process. A lawyer acting as an advocate inan adjudicative proceeding has an obligation to present the client’s case with persuasive force.
Performance of that duty while maintaining confidences of the client, however, is qualified by
the advocate’s duty of candor to the tribunal. Consequently, although a lawyer in an adversary
proceeding is not required to present an impartial exposition of the law or to vouch for the evidence
submitted in a cause, the lawyer must not allow the tribunal to be misled by false statements of law
or fact or evidence that the lawyer knows to be false.
Representations by a Lawyer[3] An advocate is responsible for pleadings and other documents prepared for litigation, but is
usually not required to have personal knowledge of matters asserted therein, for litigation documents
ordinarily present assertions by the client, or by someone on the client’s behalf, and not assertions
by the lawyer. Compare rule 32:3.1. However, an assertion purporting to be on the lawyer’s own
knowledge, as in an affidavit by the lawyer or in a statement in open court, may properly be madeonly when the lawyer knows the assertion is true or believes it to be true on the basis of a reasonably
diligent inquiry. There are circumstances where failure to make a disclosure is the equivalent of anaffirmative misrepresentation. The obligation prescribed in rule 32:1.2(d) not to counsel a client tocommit or assist the client in committing a fraud applies in litigation. Regarding compliance withrule 32:1.2(d), see the comment to that rule. See also the comment to rule 32:8.4(b).
Legal Argument[4] Legal argument based on a knowingly false representation of law constitutes dishonesty
toward the tribunal. A lawyer is not required to make a disinterested exposition of the law, but must
recognize the existence of pertinent legal authorities. Furthermore, as stated in paragraph (a)(2), an
advocate has a duty to disclose directly adverse authority in the controlling jurisdiction that has notbeen disclosed by the opposing party. The underlying concept is that legal argument is a discussion
seeking to determine the legal premises properly applicable to the case.
Offering Evidence[5] Paragraph (a)(3) requires that the lawyer refuse to offer evidence that the lawyer knows to
be false, regardless of the client’s wishes. This duty is premised on the lawyer’s obligation as an
officer of the court to prevent the trier of fact from being misled by false evidence. A lawyer does
not violate this rule if the lawyer offers the evidence for the purpose of establishing its falsity.
[6] If a lawyer knows that the client intends to testify falsely or wants the lawyer to introduce false
evidence, the lawyer should seek to persuade the client that the evidence should not be offered. If
the persuasion is ineffective and the lawyer continues to represent the client, the lawyer must refuse
to offer the false evidence. If only a portion of a witness’s testimony will be false, the lawyer may
call the witness to testify but may not elicit or otherwise permit the witness to present the testimonythat the lawyer knows is false.
[7] The duties stated in paragraphs (a) and (b) apply to all lawyers, including defense counsel
in criminal cases. An advocate’s obligation under the Iowa Rules of Professional Conduct issubordinate to a court’s directive requiring counsel to present the accused as a witness or to allow

Ch 32, p.54

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December 2020

the accused to give a narrative statement if the accused so desires. See also comment [9].
[8] The prohibition against offering false evidence only applies if the lawyer knows that theevidence is false. A lawyer’s reasonable belief that evidence is false does not preclude its presentation
to the trier of fact. A lawyer’s knowledge that evidence is false, however, can be inferred from thecircumstances. See rule 32:1.0(f). Thus, although a lawyer should resolve doubts about the veracityof testimony or other evidence in favor of the client, the lawyer cannot ignore an obvious falsehood.
[9] Although paragraph (a)(3) only prohibits a lawyer from offering evidence the lawyer knows to
be false, it permits the lawyer to refuse to offer testimony or other proof that the lawyer reasonably
believes is false. Offering such proof may reflect adversely on the lawyer’s ability to discriminate
in the quality of evidence and thus impair the lawyer’s effectiveness as an advocate. Because of
the special protections historically provided criminal defendants, however, this rule does not permit
a lawyer to refuse to offer the testimony of such a client where the lawyer reasonably believes but
does not know that the testimony will be false. Unless the lawyer knows the testimony will be false,the lawyer must honor the client’s decision to testify. See also comment [7].
Remedial Measures[10] Having offered material evidence in the belief that it was true, a lawyer may subsequently
come to know that the evidence is false. Or, a lawyer may be surprised when the lawyer’s client, or
another witness called by the lawyer, offers testimony the lawyer knows to be false, either during
the lawyer’s direct examination or in response to cross-examination by the opposing lawyer. In
such situations or if the lawyer knows of the falsity of testimony elicited from the client during adeposition, the lawyer must take reasonable remedial measures. In such situations, the advocate’s
proper course is to remonstrate with the client confidentially, advise the client of the lawyer’s
duty of candor to the tribunal, and seek the client’s cooperation with respect to the withdrawal orcorrection of the false statements or evidence. If that fails, the advocate must take further remedialaction. If withdrawal from the representation is not permitted or will not undo the effect of thefalse evidence, the advocate must make such disclosure to the tribunal as is reasonably necessary to
remedy the situation, even if doing so requires the lawyer to reveal information that otherwise would
be protected by rule 32:1.6. It is for the tribunal then to determine what should be done—making astatement about the matter to the trier of fact, ordering a mistrial, or perhaps nothing.
[11] The disclosure of a client’s false testimony can result in grave consequences to the client,including not only a sense of betrayal, but also loss of the case, and perhaps a prosecution for
perjury. But the alternative is that the lawyer cooperate in deceiving the court, thereby subverting
the truth-finding process which the adversary system is designed to implement. See rule 32:1.2(d).
Furthermore, unless it is clearly understood that the lawyer will act upon the duty to disclose theexistence of false evidence, the client can simply reject the lawyer’s advice to reveal the false
evidence and insist that the lawyer keep silent. Thus the client could in effect coerce the lawyer into
being a party to fraud on the court.
Preserving Integrity of Adjudicative Process[12] Lawyers have a special obligation to protect a tribunal against criminal or fraudulent conductthat undermines the integrity of the adjudicative process, such as bribing, intimidating, or otherwise
unlawfully communicating with a witness, juror, court official, or other participant in the proceeding,unlawfully destroying or concealing documents or other evidence, or failing to disclose information
to the tribunal when required by law to do so. Thus, paragraph (b) requires a lawyer to takereasonable remedial measures, including disclosure if necessary, whenever the lawyer knows that aperson, including the lawyer’s client, intends to engage, is engaging, or has engaged in criminal or
fraudulent conduct related to the proceeding.
Duration of Obligation[13] A proceeding has concluded within the meaning of this rule when it is beyond the power of atribunal to correct, modify, reverse, or vacate a final judgment, or to grant a new trial.
Ex Parte Proceedings

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.55

[14] Ordinarily, an advocate has the limited responsibility of presenting one side of the mattersthat a tribunal should consider in reaching a decision; the conflicting position is expected to bepresented by the opposing party. However, in any ex parte proceeding, such as an application for a
temporary restraining order, there is no balance of presentation by opposing advocates. The object ofan ex parte proceeding is nevertheless to yield a substantially just result. The judge has an affirmative
responsibility to accord the absent party just consideration. The lawyer for the represented party has
the correlative duty to make disclosures of material facts known to the lawyer and that the lawyer
reasonably believes are necessary to an informed decision.
Withdrawal[15] Normally, a lawyer’s compliance with the duty of candor imposed by this rule does not
require that the lawyer withdraw from the representation of a client whose interests will be or havebeen adversely affected by the lawyer’s disclosure. The lawyer may, however, be required by rule32:1.16(a) to seek permission of the tribunal to withdraw if the lawyer’s compliance with this rule’s
duty of candor results in such an extreme deterioration of the client-lawyer relationship that thelawyer can no longer competently represent the client. Also see rule 32:1.16(b) for the circumstancesin which a lawyer will be permitted to seek a tribunal’s permission to withdraw. In connection witha request for permission to withdraw that is premised on a client’s misconduct, a lawyer may reveal
information relating to the representation only to the extent reasonably necessary to comply withthis rule or as otherwise permitted by rule 32:1.6.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.4 FAIRNESS TO OPPOSING PARTY AND COUNSEL
A lawyer shall not:(a) unlawfully obstruct another party’s access to evidence or unlawfully alter, destroy, orconceal a document or other material having potential evidentiary value. A lawyer shall notcounsel or assist another person to do any such act;(b) falsify evidence, counsel or assist a witness to testify falsely, or offer an inducement to awitness that is prohibited by law;(c) knowingly disobey an obligation under the rules of a tribunal except for an open refusal
based on an assertion that no valid obligation exists;(d) in pretrial procedure, make a frivolous discovery request or fail to make a reasonably
diligent effort to comply with a legally proper discovery request by an opposing party;(e) in trial, allude to any matter that the lawyer does not reasonably believe is relevant orthat will not be supported by admissible evidence, assert personal knowledge of facts in issue
except when testifying as a witness, or state a personal opinion as to the justness of a cause,the credibility of a witness, the culpability of a civil litigant, or the guilt or innocence of an
accused; or(f) request a person other than a client to refrain from voluntarily giving relevant
information to another party unless:(1) the person is a relative or an employee or other agent of a client; and(2) the lawyer reasonably believes that the person’s interests will not be adversely affectedby refraining from giving such information.
Comment[1] The procedure of the adversary system contemplates that the evidence in a case is to be
marshaled competitively by the contending parties. Fair competition in the adversary system issecured by prohibitions against destruction or concealment of evidence, improperly influencing
witnesses, obstructive tactics in discovery procedure, and the like.
[2] Documents and other items of evidence are often essential to establish a claim or defense.
Subject to evidentiary privileges, the right of an opposing party, including the government, to obtainevidence through discovery or subpoena is an important procedural right. The exercise of that rightcan be frustrated if relevant material is altered, concealed, or destroyed. The law may make it anoffense to destroy material for the purpose of impairing its availability in a pending proceeding orCh 32, p.56

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one whose commencement can be foreseen. Falsifying evidence is also generally a criminal offense.
Paragraph (a) applies to evidentiary material generally, including computerized information. The
law may permit a lawyer to take temporary possession of physical evidence of client crimes for the
purpose of conducting a limited examination that will not alter or destroy material characteristics ofthe evidence. In such a case, the law may require the lawyer to turn the evidence over to the policeor other prosecuting authority, depending on the circumstances.
[3] With regard to paragraph (b), it is not improper to pay a witness’s expenses, including loss oftime in attending or testifying, or to compensate an expert witness on terms permitted by law. It is
improper to pay an occurrence witness any fee other than as authorized by law for testifying and it isimproper to pay an expert witness a contingent fee.
[4] Paragraph (f) permits a lawyer to advise employees of a client to refrain from giving
information to another party, for the employees may identify their interests with those of the client.
See also rule 32:4.2.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.5 IMPARTIALITY AND DECORUM OF THE TRIBUNAL
A lawyer shall not:(a) seek to influence a judge, juror, prospective juror, or other official by means prohibitedby law;(b) communicate ex parte with such a person during the proceeding unless authorized to do
so by law or court order;(c) communicate with a juror or prospective juror after discharge of the jury if:(1) the communication is prohibited by law or court order;(2) the juror has made known to the lawyer a desire not to communicate; or(3) the communication involves misrepresentation, coercion, duress, or harassment; or(d) engage in conduct intended to disrupt a tribunal.
Comment[1] Many forms of improper influence upon a tribunal are proscribed by criminal law. Others are
specified in the Iowa Code of Judicial Conduct, with which an advocate should be familiar. A lawyer
is required to avoid contributing to a violation of such provisions.
[2] During a proceeding a lawyer may not communicate ex parte with persons serving in an official
capacity in the proceeding, such as judges, masters, or jurors, unless authorized to do so by law or
court order.
[3] A lawyer may on occasion want to communicate with a juror or prospective juror after the jury
has been discharged. The lawyer may do so unless the communication is prohibited by law or a court
order but must respect the desire of the juror not to talk with the lawyer. The lawyer may not engage
in improper conduct during the communication.
[4] The advocate’s function is to present evidence and argument so that the cause may be decided
according to law. Refraining from abusive or obstreperous conduct is a corollary of the advocate’s
right to speak on behalf of litigants. A lawyer may stand firm against abuse by a judge but should
avoid reciprocation; the judge’s default is no justification for similar dereliction by an advocate. An
advocate can present the cause, protect the record for subsequent review, and preserve professional
integrity by patient firmness no less effectively than by belligerence or theatrics.
[5] The duty to refrain from disruptive conduct applies to any proceeding of a tribunal, including
a deposition. See rule 32:1.0(m).
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.6 TRIAL PUBLICITY(a) A lawyer who is participating or has participated in the investigation or litigation of amatter shall not make an extrajudicial statement that the lawyer knows or reasonably should
know will be disseminated by means of public communication and will have a substantial
likelihood of materially prejudicing an adjudicative proceeding in the matter.
(b) Notwithstanding paragraph (a), a lawyer may state:(1) the claim, offense, or defense involved and, except when prohibited by law, the identity

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RULES OF PROFESSIONAL CONDUCTCh 32, p.57

of the persons involved;(2) information contained in a public record;(3) that an investigation of a matter is in progress;(4) the scheduling or result of any step in litigation;(5) a request for assistance in obtaining evidence and information necessary thereto;(6) a warning of danger concerning the behavior of a person involved, when there is reason
to believe that there exists the likelihood of substantial harm to an individual or to the public
interest; and(7) in a criminal case, in addition to subparagraphs (1) through (6):(i) the identity, residence, occupation, and family status of the accused;(ii) if the accused has not been apprehended, information necessary to aid in apprehensionof that person;(iii) the fact, time, and place of arrest; and(iv) the identity of investigating and arresting officers or agencies and the length of theinvestigation.
(c) Notwithstanding paragraph (a), a lawyer may make a statement that a reasonable lawyer
would believe is required to protect a client from the substantial undue prejudicial effect ofrecent publicity not initiated by the lawyer or the lawyer’s client. A statement made pursuant
to this paragraph shall be limited to such information as is necessary to mitigate the recent
adverse publicity.
(d) No lawyer associated in a firm or government agency with a lawyer subject to paragraph(a) shall make a statement prohibited by paragraph (a).
(e) Any communication made under paragraph (b) that includes information that adefendant will be or has been charged with a crime must also include a statement explainingthat a criminal charge is merely an accusation and the defendant is presumed innocent until
and unless proven guilty.
Comment[1] It is difficult to strike a balance between protecting the right to a fair trial and safeguarding theright of free expression. Preserving the right to a fair trial necessarily entails some curtailment of theinformation that may be disseminated about a party prior to trial, particularly where trial by jury is
involved. If there were no such limits, the result would be the practical nullification of the protective
effect of the rules of forensic decorum and the exclusionary rules of evidence. On the other hand,
there are vital social interests served by the free dissemination of information about events having
legal consequences and about legal proceedings themselves. The public has a right to know about
threats to its safety and measures aimed at ensuring its security. It also has a legitimate interest in
the conduct of judicial proceedings, particularly in matters of general public concern. Furthermore,
the subject matter of legal proceedings is often of direct significance in debate and deliberation overquestions of public policy.
[2] Special rules of confidentiality may validly govern proceedings in juvenile, domestic relations,and mental disability proceedings, and perhaps other types of litigation. Rule 32:3.4(c) requires
compliance with such rules.
[3] The rule sets forth a basic general prohibition against a lawyer’s making statements thatthe lawyer knows or should know will have a substantial likelihood of materially prejudicing an
adjudicative proceeding. Recognizing that the public value of informed commentary is great andthe likelihood of prejudice to a proceeding by the commentary of a lawyer who is not involved in
the proceeding is small, the rule applies only to lawyers who are, or who have been involved in theinvestigation or litigation of a case, and their associates.
[4] Paragraph (b) identifies specific matters about which a lawyer’s statements would not
ordinarily be considered to present a substantial likelihood of material prejudice, and should not inany event be considered prohibited by the general prohibition of paragraph (a). Paragraph (b) is notintended to be an exhaustive listing of the subjects upon which a lawyer may make a statement, but
statements on other matters may be subject to paragraph (a).
[5] There are, on the other hand, certain subjects that are more likely than not to have a material
prejudicial effect on a proceeding, particularly when they refer to a civil matter triable to a jury, acriminal matter, or any other proceeding that could result in incarceration. These subjects relate to:Ch 32, p.58

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(1) the character, credibility, reputation, or criminal record of a party, suspect in a criminal
investigation or witness, or the identity of a witness, or the expected testimony of a party or witness;(2) in a criminal case or proceeding that could result in incarceration, the possibility of a plea of
guilty to the offense or the existence or contents of any confession, admission, or statement given bya defendant or suspect or that person’s refusal or failure to make a statement;(3) the performance or results of any examination or test or the refusal or failure of a person
to submit to an examination or test, or the identity or nature of physical evidence expected to bepresented;(4) any opinion as to the guilt or innocence of a defendant or suspect in a criminal case orproceeding that could result in incarceration;(5) information that the lawyer knows or reasonably should know is likely to be inadmissible asevidence in a trial and that would, if disclosed, create a substantial risk of prejudicing an impartial
trial; or(6) the fact that a defendant has been charged with a crime, unless there is included therein astatement explaining that the charge is merely an accusation and that the defendant is presumed
innocent until and unless proven guilty.
[6] Another relevant factor in determining prejudice is the nature of the proceeding involved.
Criminal jury trials will be most sensitive to extrajudicial speech. Civil trials may be less sensitive.
Non-jury hearings and arbitration proceedings may be even less affected. The rule will still place
limitations on prejudicial comments in these cases, but the likelihood of prejudice may be different
depending on the type of proceeding.
[7] Finally, extrajudicial statements that might otherwise raise a question under this rule may
be permissible when they are made in response to statements made publicly by another party,
another party’s lawyer, or third persons, where a reasonable lawyer would believe a public responseis required in order to avoid prejudice to the lawyer’s client. When prejudicial statements havebeen publicly made by others, responsive statements may have the salutary effect of lessening any
resulting adverse impact on the adjudicative proceeding. Such responsive statements should be
limited to contain only such information as is necessary to mitigate undue prejudice created by thestatements made by others.
[8] See rule 32:3.8(f) for additional duties of prosecutors in connection with extrajudicial
statements about criminal proceedings.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.7 LAWYER AS WITNESS(a) A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a necessary
witness unless:(1) the testimony relates to an uncontested issue;(2) the testimony relates to the nature and value of legal services rendered in the case; or(3) disqualification of the lawyer would work substantial hardship on the client.
(b) A lawyer may act as advocate in a trial in which another lawyer in the lawyer’s firm islikely to be called as a witness unless precluded from doing so by rule 32:1.7 or rule 32:1.9.
Comment[1] Combining the roles of advocate and witness can prejudice the tribunal and the opposing party
and can also involve a conflict of interest between the lawyer and client.
Advocate-Witness Rule[2] The tribunal has proper objection when the trier of fact may be confused or misled by alawyer serving as both advocate and witness. The opposing party has proper objection where the
combination of roles may prejudice that party’s rights in the litigation. A witness is required totestify on the basis of personal knowledge, while an advocate is expected to explain and commenton evidence given by others. It may not be clear whether a statement by an advocate-witness should
be taken as proof or as an analysis of the proof.
[3] To protect the tribunal, paragraph (a) prohibits a lawyer from simultaneously serving as
advocate and necessary witness except in those circumstances specified in paragraphs (a)(1) throughDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.59(a)(3). Paragraph (a)(1) recognizes that if the testimony will be uncontested, the ambiguities in the
dual role are purely theoretical. Paragraph (a)(2) recognizes that where the testimony concerns theextent and value of legal services rendered in the action in which the testimony is offered, permitting
the lawyers to testify avoids the need for a second trial with new counsel to resolve that issue.
Moreover, in such a situation the judge has firsthand knowledge of the matter in issue; hence, thereis less dependence on the adversary process to test the credibility of the testimony.
[4] Apart from these two exceptions, paragraph (a)(3) recognizes that a balancing is required
between the interests of the client and those of the tribunal and the opposing party. Whether thetribunal is likely to be misled or the opposing party is likely to suffer prejudice depends on the natureof the case, the importance and probable tenor of the lawyer’s testimony, and the probability that thelawyer’s testimony will conflict with that of other witnesses. Even if there is risk of such prejudice,in determining whether the lawyer should be disqualified, due regard must be given to the effect of
disqualification on the lawyer’s client. It is relevant that one or both parties could reasonably foreseethat the lawyer would probably be a witness. The conflict of interest principles stated in rules 32:1.7,
32:1.9, and 32:1.10 have no application to this aspect of the problem.
[5] Because the tribunal is not likely to be misled when a lawyer acts as advocate in a trial inwhich another lawyer in the lawyer’s firm will testify as a necessary witness, paragraph (b) permits
the lawyer to do so except in situations involving a conflict of interest.
Conflict of Interest[6] In determining if it is permissible to act as advocate in a trial in which the lawyer will be anecessary witness, the lawyer must also consider that the dual role may give rise to a conflict ofinterest that will require compliance with rule 32:1.7 or 32:1.9. For example, if there is likely to be
substantial conflict between the testimony of the client and that of the lawyer, the representation
involves a conflict of interest that requires compliance with rule 32:1.7. This would be true eventhough the lawyer might not be prohibited by paragraph (a) from simultaneously serving as advocate
and witness because the lawyer’s disqualification would work a substantial hardship on the client.
Similarly, a lawyer who might be permitted to simultaneously serve as an advocate and a witness byparagraph (a)(3) might be precluded from doing so by rule 32:1.9. The problem can arise whether the
lawyer is called as a witness on behalf of the client or is called by the opposing party. Determining
whether or not such a conflict exists is primarily the responsibility of the lawyer involved. If there
is a conflict of interest, the lawyer must secure the client’s informed consent, confirmed in writing.
In some cases, the lawyer will be precluded from seeking the client’s consent. See rule 32:1.7. Seerule 32:1.0(b) for the definition of “confirmed in writing” and rule 32:1.0(e) for the definition of“informed consent.”[7] Paragraph (b) provides that a lawyer is not disqualified from serving as an advocate becausea lawyer with whom the lawyer is associated in a firm is precluded from doing so by paragraph(a). If, however, the testifying lawyer would also be disqualified by rule 32:1.7 or rule 32:1.9 from
representing the client in the matter, other lawyers in the firm will be precluded from representing
the client by rule 32:1.10 unless the client gives informed consent under the conditions stated in rule32:1.7 or 32:1.9.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:3.8 SPECIAL RESPONSIBILITIES OF A PROSECUTOR
The prosecutor in a criminal case shall:(a) refrain from prosecuting a charge that the prosecutor knows or reasonably should know
is not supported by probable cause;(b) make reasonable efforts to ensure that the accused has been advised of the right to, andthe procedure for obtaining, counsel and has been given reasonable opportunity to obtaincounsel;(c) not seek to obtain from an unrepresented accused a waiver of important pretrial rights,
such as the right to a preliminary hearing;(d) make timely disclosure to the defense of all evidence or information known to theprosecutor that tends to negate the guilt of the accused or mitigates the offense, and, inconnection with sentencing, disclose to the defense and to the tribunal all unprivileged
mitigating information known to the prosecutor, except when the prosecutor is relieved of thisCh 32, p.60

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December 2020

responsibility by a protective order of the tribunal;(e) not subpoena a lawyer in a grand jury or other criminal proceeding to present evidence
about a past or present client unless the prosecutor reasonably believes:(1) the information sought is not protected from disclosure by any applicable privilege;(2) the evidence sought is essential to the successful completion of an ongoing investigationor prosecution; and(3) there is no other feasible alternative to obtain the information;(f) except for statements that are necessary to inform the public of the nature and extent
of the prosecutor’s action and that serve a legitimate law enforcement purpose, refrain frommaking extrajudicial comments that have a substantial likelihood of heightening publiccondemnation of the accused and exercise reasonable care to prevent investigators, law
enforcement personnel, employees, or other persons assisting or associated with the prosecutor
in a criminal case from making an extrajudicial statement that the prosecutor would beprohibited from making under rule 32:3.6 or this rule;(g) when a prosecutor knows of new, credible, and material evidence creating a reasonable
likelihood that a convicted defendant did not commit an offense of which the defendant wasconvicted,(1) promptly disclose that evidence to an appropriate court or authority, and(2) if the conviction was obtained in the prosecutor’s jurisdiction,(i) promptly disclose that evidence to the defendant unless a court authorizes delay, and(ii) undertake further investigation, or make reasonable efforts to cause an investigation,
to determine whether the defendant was convicted of an offense that the defendant did notcommit.
(h) when a prosecutor knows of clear and convincing evidence establishing that a defendantin the prosecutor’s jurisdiction was convicted of an offense that the defendant did not commit,
seek to remedy the conviction.
Comment[1] A prosecutor has the responsibility of a minister of justice and not simply that of an advocate.
This responsibility carries with it specific obligations to see that the defendant is accorded procedural
justice, that guilt is decided upon the basis of sufficient evidence, and that special precautions aretaken to prevent and to rectify the conviction of innocent persons. The extent of mandated remedialaction is a matter of debate and varies in different jurisdictions. See generally ABA Standards of
Criminal Justice Relating to the Prosecution Function. Competent representation of the sovereignty
may require a prosecutor to undertake some procedural and remedial measures as a matter ofobligation. Applicable law may require other measures by the prosecutor, and knowing disregard of
those obligations or a systematic abuse of prosecutorial discretion could constitute a violation of rule32:8.4.
[2] A defendant may waive a preliminary hearing and thereby lose a valuable opportunity tochallenge probable cause. Accordingly, prosecutors should not seek to obtain waivers of preliminary
hearings or other important pretrial rights from unrepresented accused persons. Paragraph (c) does
not apply, however, to an accused appearing pro se with the approval of the tribunal. Nor does
it forbid the lawful questioning of an uncharged suspect who has knowingly waived the rights tocounsel and silence. In addition, paragraph (c) does not apply to a defendant charged with a simple
misdemeanor for which the prosecutor reasonably believes the defendant will not be incarcerated.
[3] The exception in paragraph (d) recognizes that a prosecutor may seek an appropriate protective
order from the tribunal if disclosure of information to the defense could result in substantial harm to
an individual or to the public interest.
[4] Paragraph (e) is intended to limit the issuance of lawyer subpoenas in grand jury and othercriminal proceedings to those situations in which there is a genuine need to intrude into theclient-lawyer relationship.
[5] Paragraph (f) supplements rule 32:3.6, which prohibits extrajudicial statements that havea substantial likelihood of prejudicing an adjudicatory proceeding. In the context of a criminal
prosecution, a prosecutor’s extrajudicial statement can create the additional problem of increasing
public condemnation of the accused. Although the announcement of an indictment, for example, will
necessarily have severe consequences for the accused, a prosecutor can, and should, avoid comments

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.61

which have no legitimate law enforcement purpose and have a substantial likelihood of increasing
public opprobrium of the accused. Nothing in this comment is intended to restrict the statements
which a prosecutor may make which comply with rule 32:3.6(b) or 32:3.6(c) and with rule 32:3.6(e).
[6] Like other lawyers, prosecutors are subject to rules 32:5.1 and 32:5.3, which relate toresponsibilities regarding lawyers and nonlawyers who work for or are associated with the lawyer’s
office. Paragraph (f) reminds the prosecutor of the importance of these obligations in connection withthe unique dangers of improper extrajudicial statements in a criminal case. In addition, paragraph (f)requires a prosecutor to exercise reasonable care to prevent persons assisting or associated with theprosecutor from making improper extrajudicial statements, even when such persons are not under
the direct supervision of the prosecutor. Ordinarily, the reasonable care standard will be satisfied
if the prosecutor issues the appropriate cautions to law-enforcement personnel and other relevant
individuals.
[7] When a prosecutor knows of new, credible, and material evidence creating a reasonable
likelihood that a person outside the prosecutor’s jurisdiction was convicted of a crime that the person
did not commit, paragraph (g) requires prompt disclosure to the court or other appropriate authority,
such as the chief prosecutor of the jurisdiction where the conviction occurred. If the conviction
was obtained in the prosecutor’s jurisdiction, paragraph (g) requires the prosecutor to promptly
disclose the evidence to the court and, absent court-authorized delay, to the defendant. Consistent
with the objectives of rules 32:4.2 and 32:4.3, disclosure to a represented defendant must be madethrough the defendant’s counsel, and, in the case of an unrepresented defendant, would ordinarily be
accompanied by a request to a court for the appointment of counsel to assist the defendant in taking
such legal measures as may be appropriate.
[8] Under paragraph (h), once the prosecutor knows of clear and convincing evidence that thedefendant was convicted of an offense that the defendant did not commit, the prosecutor must seek
to remedy the conviction. Necessary steps may include disclosure of the evidence to the defendant,
requesting that the court appoint counsel for an unrepresented indigent defendant, and, whereappropriate, notifying the court that the prosecutor has knowledge that the defendant did not commit
the offense of which the defendant was convicted.
[9] A prosecutor’s independent judgment, made in good faith, that the new evidence is not ofsuch nature as to trigger the obligations of paragraphs (g) and (h), though subsequently determined
to have been erroneous, does not constitute a violation of this rule.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:3.9 ADVOCATE IN NONADJUDICATIVE PROCEEDINGSA lawyer representing a client before a legislative body or administrative agency in a
nonadjudicative proceeding shall disclose that the appearance is in a representative capacity
and shall conform to the provisions of rules 32:3.3(a) through (c), 32:3.4(a) through (c), and32:3.5.
Comment[1] In representation before bodies such as legislatures, municipal councils, and executive andadministrative agencies acting in a rule-making or policy-making capacity, lawyers present facts,
formulate issues, and advance argument in the matters under consideration. The decision-making
body, like a court, should be able to rely on the integrity of the submissions made to it. A lawyer
appearing before such a body must deal with it honestly and in conformity with applicable rules ofprocedure. In all such appearances the lawyer shall identify the client if identification of the client is
not prohibited by law. It is not improper, however, for a lawyer to seek from an agency information
available to the public without identifying a client. See rules 32:3.3(a)-(c), 32:3.4(a)-(c), and 32:3.5.
[2] Lawyers have no exclusive right to appear before nonadjudicative bodies, as they do before
a court. The requirements of this rule therefore may subject lawyers to regulations inapplicable toadvocates who are not lawyers. However, legislatures and administrative agencies have a right toexpect lawyers to deal with them as they deal with courts.
[3] This rule only applies when a lawyer represents a client in connection with an official hearing
or meeting of a governmental agency or a legislative body to which the lawyer or the lawyer’s client
is presenting evidence or argument. It does not apply to representation of a client in a negotiationor other bilateral transaction with a governmental agency or in connection with an application for a

RULES OF PROFESSIONAL CONDUCTCh 32, p.62

December 2020

license or other privilege or the client’s compliance with generally applicable reporting requirements,
such as the filing of income tax returns. Nor does it apply to the representation of a client inconnection with an investigation or examination of the client’s affairs conducted by government
investigators or examiners. Representation in such matters is governed by rules 32:4.1 through
32:4.4.
[4] A lawyer representing a client before a governmental body in a nonadjudicative proceeding is
engaged in the practice of law, even if such undertakings could also be engaged in by nonlawyers.
Accordingly, a client who employs a lawyer to represent that client in lobbying or other advocacy
before governmental bodies is entitled to assume that the lawyer will do so pursuant to the lawyer’s
professional obligations under these rules, specifically including those provisions concerning
confidentiality, competence, and conflicts of interest.
[Court Order April 20, 2005, effective July 1, 2005]
TRANSACTIONS WITH PERSONS OTHER THAN CLIENTSRule 32:4.1 TRUTHFULNESS IN STATEMENTS TO OTHERS
In the course of representing a client, a lawyer shall not knowingly:(a) make a false statement of material fact or law to a third person; or(b) fail to disclose a material fact to a third person when disclosure is necessary to avoid
assisting a criminal or fraudulent act by a client, unless disclosure is prohibited by rule 32:1.6.
Comment
Misrepresentation[1] A lawyer is required to be truthful when dealing with others on a client’s behalf, but generally
has no affirmative duty to inform an opposing party of relevant facts. A misrepresentation can occur
if the lawyer incorporates or affirms a statement of another person that the lawyer knows is false.
Misrepresentations can also occur by partially true but misleading statements or omissions that are
the equivalent of affirmative false statements. For dishonest conduct that does not amount to a false
statement or for misrepresentations by a lawyer other than in the course of representing a client, seerule 32:8.4.
Statements of Fact
[2] This rule refers to statements of fact. Whether a particular statement should be regarded as
one of fact can depend on the circumstances. Under generally accepted conventions in negotiation,certain types of statements ordinarily are not taken as statements of material fact. Estimates of priceor value placed on the subject of a transaction and a party’s intentions as to an acceptable settlementof a claim are ordinarily in this category, and so is the existence of an undisclosed principal except
where nondisclosure of the principal would constitute fraud. Lawyers should be mindful of their
obligations under applicable law to avoid criminal and tortious misrepresentation.
Crime or Fraud by Client[3] Under rule 32:1.2(d), a lawyer is prohibited from counseling or assisting a client in conduct thatthe lawyer knows is criminal or fraudulent. Paragraph (b) states a specific application of the principle
set forth in rule 32:1.2(d) and addresses the situation where a client’s crime or fraud takes the formof a lie or misrepresentation. Ordinarily, a lawyer can avoid assisting a client’s crime or fraud by
withdrawing from the representation. Sometimes it may be necessary for the lawyer to give noticeof the fact of withdrawal and to disaffirm an opinion, document, affirmation, or the like. In extreme
cases, substantive law may require a lawyer to disclose information relating to the representation to
avoid being deemed to have assisted the client’s crime or fraud. If the lawyer can avoid assistinga client’s crime or fraud only by disclosing this information, then under paragraph (b) the lawyer isrequired to do so, unless the disclosure is prohibited by rule 32:1.6.
[Court Order April 20, 2005, effective July 1, 2005]

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.63

Rule 32:4.2 COMMUNICATION WITH PERSON REPRESENTED BY COUNSEL(a) In representing a client, a lawyer shall not communicate about the subject of therepresentation with a person the lawyer knows to be represented by another lawyer in thematter, unless the lawyer has the consent of the other lawyer or is authorized to do so by law
or a court order.
(b) An otherwise unrepresented person to whom limited representation is being provided
or has been provided in accordance with rule 32:1.2(c) is considered to be unrepresented
for purposes of this rule unless the opposing lawyer knows of, or has been provided with, awritten notice of appearance under which, or a written notice of time period during which, theopposing lawyer is to communicate with the limited-representation lawyer as to the subject
matter within the limited scope of representation.
Comment[1] This rule contributes to the proper functioning of the legal system by protecting a person who
has chosen to be represented by a lawyer in a matter against possible overreaching by other lawyers
who are participating in the matter, interference by those lawyers with the client-lawyer relationship,
and the uncounseled disclosure of information relating to the representation.
[2] This rule applies to communications with any person who is represented by counsel concerning
the matter to which the communication relates.
[3] The rule applies even though the represented person initiates or consents to the communication.
A lawyer must immediately terminate communication with a person if, after commencing
communication, the lawyer learns that the person is one with whom communication is not permitted
by this rule.
[4] This rule does not prohibit communication with a represented person, or an employee oragent of such a person, concerning matters outside the representation. For example, the existenceof a controversy between a government agency and a private party, or between two organizations,does not prohibit a lawyer for either from communicating with nonlawyer representatives of theother regarding a separate matter. Nor does this rule preclude communication with a represented
person who is seeking advice from a lawyer who is not otherwise representing a client in the matter.
A lawyer may not make a communication prohibited by this rule through the acts of another. Seerule 32:8.4(a). Parties to a matter may communicate directly with each other, and a lawyer is notprohibited from advising a client concerning a communication that the client is legally entitled to
make. Also, a lawyer having independent justification or legal authorization for communicating witha represented person is permitted to do so.
[5] Communications authorized by law may include communications by a lawyer on behalf of aclient who is exercising a constitutional or other legal right to communicate with the government.
Communications authorized by law may also include investigative activities of lawyers representing
governmental entities, directly or through investigative agents, prior to the commencement ofcriminal or civil enforcement proceedings. When communicating with the accused in a criminal
matter, a government lawyer must comply with this rule in addition to honoring the constitutionalrights of the accused. The fact that a communication does not violate a state or federal constitutionalright is insufficient to establish that the communication is permissible under this rule.
[6] A lawyer who is uncertain whether a communication with a represented person is permissible
may seek a court order. A lawyer may also seek a court order in exceptional circumstances toauthorize a communication that would otherwise be prohibited by this rule, for example, where
communication with a person represented by counsel is necessary to avoid reasonably certain injury.
[7] In the case of a represented organization, this rule prohibits communications with a constituentof the organization who supervises, directs, or regularly consults with the organization’s lawyer
concerning the matter or has authority to obligate the organization with respect to the matter orwhose act or omission in connection with the matter may be imputed to the organization for purposesof civil or criminal liability. Consent of the organization’s lawyer is not required for communication
with a former constituent. If a constituent of the organization is represented in the matter by his or
her own counsel, the consent by that counsel to a communication will be sufficient for purposesof this rule. Compare rule 32:3.4(f). In communicating with a current or former constituent of anorganization, a lawyer must not use methods of obtaining evidence that violate the legal rights of theCh 32, p.64

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December 2020

organization. See rule 32:4.4.
[8] The prohibition on communications with a represented person only applies in circumstanceswhere the lawyer knows that the person is in fact represented in the matter to be discussed. Thismeans that the lawyer has actual knowledge of the fact of the representation; but such actual
knowledge may be inferred from the circumstances. See rule 32:1.0(f). Thus, the lawyer cannot
evade the requirement of obtaining the consent of counsel by closing eyes to the obvious.
[9] In the event the person with whom the lawyer communicates is not known to be represented
by counsel in the matter, the lawyer’s communications are subject to rule 32:4.3.
[Court Order April 20, 2005, effective July 1, 2005; March 12, 2007]

Rule 32:4.3 DEALING WITH UNREPRESENTED PERSONIn dealing on behalf of a client with a person who is not represented by counsel, a lawyer
shall not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably
should know that the unrepresented person misunderstands the lawyer’s role in the matter, thelawyer shall make reasonable efforts to correct the misunderstanding. The lawyer shall not give
legal advice to an unrepresented person, other than the advice to secure counsel, if the lawyer
knows or reasonably should know that the interests of such a person are or have a reasonable
possibility of being in conflict with the interests of the client.
Comment[1] An unrepresented person, particularly one not experienced in dealing with legal matters, mightassume that a lawyer is disinterested in loyalties or is a disinterested authority on the law even when
the lawyer represents a client. In order to avoid a misunderstanding, a lawyer will typically need
to identify the lawyer’s client and, where necessary, explain that the client has interests opposed tothose of the unrepresented person. For misunderstandings that sometimes arise when a lawyer for an
organization deals with an unrepresented constituent, see rule 32:1.13(f).
[2] The rule distinguishes between situations involving unrepresented persons whose interests
may be adverse to those of the lawyer’s client and those in which the person’s interests are not in
conflict with the client’s. In the former situation, the possibility that the lawyer will compromise theunrepresented person’s interests is so great that the rule prohibits the giving of any advice, apart fromthe advice to obtain counsel. Whether a lawyer is giving impermissible advice may depend on theexperience and sophistication of the unrepresented person, as well as the setting in which the behavior
and comments occur. This rule does not prohibit a lawyer from negotiating the terms of a transaction
or settling a dispute with an unrepresented person. So long as the lawyer has explained that the lawyer
represents an adverse party and is not representing the person, the lawyer may inform the person of theterms on which the lawyer’s client will enter into an agreement or settle a matter, prepare documentsthat require the person’s signature, and explain the lawyer’s own view of the meaning of the document
or the lawyer’s view of the underlying legal obligations.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:4.4 RESPECT FOR RIGHTS OF THIRD PERSONS(a) In representing a client, a lawyer shall not use means that have no substantial purpose
other than to embarrass, delay, or burden a third person, or use methods of obtaining evidence
that violate the legal rights of such a person.
(b) A lawyer who receives a document or electronically stored information relating to therepresentation of the lawyer’s client and knows or reasonably should know that the document
or electronically stored information was inadvertently sent shall promptly notify the sender.
Comment[1] Responsibility to a client requires a lawyer to subordinate the interests of others to those of
the client, but that responsibility does not imply that a lawyer may disregard the rights of third
persons. It is impractical to catalogue all such rights, but they include legal restrictions on methodsof obtaining evidence from third persons and unwarranted intrusions into privileged relationships,
such as the client-lawyer relationship. For example, present or former organizational employees

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.65

or agents may have information protected by the attorney-client evidentiary privilege or the work
product doctrine of the organization itself. If the person contacted by the lawyer has no authority towaive the privilege, the lawyer may not deliberately seek to obtain the information in this manner.
[2] Paragraph (b) recognizes that lawyers sometimes receive a document or electronically stored
information that was mistakenly sent or produced by opposing parties or their lawyers. A document
or electronically stored information is inadvertently sent when it is accidentally transmitted, suchas when an email or letter is misaddressed or a document or electronically stored informationis accidentally included with information that was intentionally transmitted. If a lawyer knowsor reasonably should know that such a document or electronically stored information was sent
inadvertently, then this rule requires the lawyer to promptly notify the sender in order to permit that
person to take protective measures. Whether the lawyer is required to take additional steps, such as
returning the document or electronically stored information, is a matter of law beyond the scope ofthese rules, as is the question of whether the privileged status of a document or electronically stored
information has been waived. Similarly, this rule does not address the legal duties of a lawyer who
receives a document or electronically stored information that the lawyer knows or reasonably should
know may have been inappropriately obtained by the sending person. For purposes of this rule,“document or electronically stored information” includes, in addition to paper documents, email
and other forms of electronically stored information, including embedded data (commonly referred
to as “metadata”), that is subject to being read or put into readable form. Metadata in electronic
documents creates an obligation under this rule only if the receiving lawyer knows or reasonably
should know that the metadata was inadvertently sent to the receiving lawyer.
[3] Some lawyers may choose to return a document or delete electronically stored information
unread, for example, when the lawyer learns before receiving it that it was inadvertently sent.
Where a lawyer is not required by applicable law to do so, the decision to voluntarily return such a
document or delete electronically stored information is a matter of professional judgment ordinarily
reserved to the lawyer. See rules 32:1.2 and 32:1.4.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015]
LAW FIRMS AND ASSOCIATIONSRule 32:5.1 RESPONSIBILITIES OF A PARTNER OR SUPERVISORY LAWYER(a) A partner in a law firm, and a lawyer who individually or together with other lawyers
possesses comparable managerial authority in a law firm, shall make reasonable efforts toensure that the firm has in effect measures giving reasonable assurance that all lawyers in thefirm conform to the Iowa Rules of Professional Conduct.
(b) A lawyer having direct supervisory authority over another lawyer shall make reasonable
efforts to ensure that the other lawyer conforms to the Iowa Rules of Professional Conduct.
(c) A lawyer shall be responsible for another lawyer’s violation of the Iowa Rules ofProfessional Conduct if:(1) the lawyer orders or, with knowledge of the specific conduct, ratifies the conduct
involved; or(2) the lawyer is a partner or has comparable managerial authority in the law firm in which
the other lawyer practices, or has direct supervisory authority over the other lawyer, andknows of the conduct at a time when its consequences can be avoided or mitigated but fails totake reasonable remedial action.
Comment[1] Paragraph (a) applies to lawyers who have managerial authority over the professional work ofa firm. See rule 32:1.0(c). This includes members of a partnership, the shareholders in a law firmorganized as a professional corporation, and members of other associations authorized to practicelaw; lawyers having comparable managerial authority in a legal services organization or a law
department of an enterprise or government agency; and lawyers who have intermediate managerial
responsibilities in a firm. Paragraph (b) applies to lawyers who have supervisory authority over thework of other lawyers in a firm.
[2] Paragraph (a) requires lawyers with managerial authority within a firm to make reasonable
efforts to establish internal policies and procedures designed to provide reasonable assurance thatCh 32, p.66

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all lawyers in the firm will conform to the Iowa Rules of Professional Conduct. Such policies andprocedures include those designed to detect and resolve conflicts of interest, identify dates by which
actions must be taken in pending matters, account for client funds and property, and ensure that
inexperienced lawyers are properly supervised.
[3] Other measures that may be required to fulfill the responsibility prescribed in paragraph (a) can
depend on the firm’s structure and the nature of its practice. In a small firm of experienced lawyers,
informal supervision and periodic review of compliance with the required systems ordinarily will
suffice. In a large firm, or in practice situations in which difficult ethical problems frequently arise,
more elaborate measures may be necessary. Some firms, for example, have a procedure whereby
junior lawyers can make confidential referral of ethical problems directly to a designated senior
partner or special committee. See rule 32:5.2. Firms, whether large or small, may also rely on
continuing legal education in professional ethics. In any event, the ethical atmosphere of a firm can
influence the conduct of all its members, and the partners may not assume that all lawyers associatedwith the firm will inevitably conform to the rules.
[4] Paragraph (c) expresses a general principle of personal responsibility for acts of another. See
also rule 32:8.4(a).
[5] Paragraph (c)(2) defines the duty of a partner or other lawyer having comparable managerial
authority in a law firm, as well as a lawyer who has direct supervisory authority over performanceof specific legal work by another lawyer. Whether a lawyer has supervisory authority in particular
circumstances is a question of fact. Partners and lawyers with comparable authority have at leastindirect responsibility for all work being done by the firm, while a partner or manager in charge ofa particular matter ordinarily also has supervisory responsibility for the work of other firm lawyers
engaged in the matter. Appropriate remedial action by a partner or managing lawyer would dependon the immediacy of that lawyer’s involvement and the seriousness of the misconduct. A supervisor
is required to intervene to prevent avoidable consequences of misconduct if the supervisor knowsthat the misconduct occurred. Thus, if a supervising lawyer knows that a subordinate misrepresented
a matter to an opposing party in negotiation, the supervisor as well as the subordinate has a duty tocorrect the resulting misapprehension.
[6] Professional misconduct by a lawyer under supervision could reveal a violation of paragraph(b) on the part of the supervisory lawyer even though it does not entail a violation of paragraph (c)because there was no direction, ratification, or knowledge of the violation.
[7] Apart from this rule and rule 32:8.4(a), a lawyer does not have disciplinary liability for the
conduct of a partner, associate, or subordinate. Whether a lawyer may be liable civilly or criminallyfor another lawyer’s conduct is a question of law beyond the scope of these rules.
[8] The duties imposed by this rule on managing and supervising lawyers do not alter the personal
duty of each lawyer in a firm to abide by the Iowa Rules of Professional Conduct. See rule 32:5.2(a).
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:5.2 RESPONSIBILITIES OF A SUBORDINATE LAWYER(a) A lawyer is bound by the Iowa Rules of Professional Conduct notwithstanding that thelawyer acted at the direction of another person.
(b) A subordinate lawyer does not violate the Iowa Rules of Professional Conduct if thatlawyer acts in accordance with a supervisory lawyer’s reasonable resolution of an arguable
question of professional duty.
Comment[1] Although a lawyer is not relieved of responsibility for a violation by the fact that the lawyer
acted at the direction of a supervisor, that fact may be relevant in determining whether a lawyer had
the knowledge required to render conduct a violation of the rules. For example, if a subordinate
filed a frivolous pleading at the direction of a supervisor, the subordinate would not be guilty of aprofessional violation unless the subordinate knew of the document’s frivolous character.
[2] When lawyers in a supervisor-subordinate relationship encounter a matter involving
professional judgment as to ethical duty, the supervisor may assume responsibility for making the
judgment. Otherwise a consistent course of action or position could not be taken. If the question
can reasonably be answered only one way, the duty of both lawyers is clear and they are equally
responsible for fulfilling it. However, if the question is reasonably arguable, someone has to decideDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.67

upon the course of action. That authority ordinarily reposes in the supervisor, and a subordinate
may be guided accordingly. For example, if a question arises whether the interests of two clientsconflict under rule 32:1.7, the supervisor’s reasonable resolution of the question should protect thesubordinate professionally if the resolution is subsequently challenged.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:5.3 RESPONSIBILITIES REGARDING NONLAWYER ASSISTANCE
With respect to a nonlawyer employed or retained by or associated with a lawyer:(a) a partner, and a lawyer who individually or together with other lawyers possesses
comparable managerial authority in a law firm shall make reasonable efforts to ensure that thefirm has in effect measures giving reasonable assurance that the person’s conduct is compatible
with the professional obligations of the lawyer;(b) a lawyer having direct supervisory authority over the nonlawyer shall make reasonable
efforts to ensure that the person’s conduct is compatible with the professional obligations of
the lawyer; and(c) a lawyer shall be responsible for conduct of such a person that would be a violation of
the Iowa Rules of Professional Conduct if engaged in by a lawyer if:(1) the lawyer orders or, with the knowledge of the specific conduct, ratifies the conduct
involved; or(2) the lawyer is a partner or has comparable managerial authority in the law firm in which
the person is employed, or has direct supervisory authority over the person, and knows of
the conduct at a time when its consequences can be avoided or mitigated but fails to takereasonable remedial action.
Comment[1] Paragraph (a) requires lawyers with managerial authority within a law firm to make reasonable
efforts to ensure that the firm has in effect measures giving reasonable assurance that nonlawyers in
the firm and nonlawyers outside the firm who work on firm matters act in a way compatible withthe professional obligations of the lawyer. See rule 32:1.1, comment [6] (retaining lawyers outside
the firm) and rule 32:5.1, comment [1] (responsibilities with respect to lawyers within a firm).
Paragraph (b) applies to lawyers who have supervisory authority over such nonlawyers within or
outside the firm. Paragraph (c) specifies the circumstances in which a lawyer is responsible for the
conduct of such nonlawyers within or outside the firm that would be a violation of the Iowa Rules ofProfessional Conduct if engaged in by a lawyer.
Nonlawyers Within the Firm
[2] Lawyers generally employ assistants in their practice, including secretaries, investigators,
law student interns, and paraprofessionals. Such assistants, whether employees or independent
contractors, act for the lawyer in rendition of the lawyer’s professional services. A lawyer must
give such assistants appropriate instruction and supervision concerning the ethical aspects of
their employment, particularly regarding the obligation not to disclose information relating torepresentation of the client, and should be responsible for their work product. The measures
employed in supervising nonlawyers should take account of the fact that they do not have legal
training and are not subject to professional discipline.
Nonlawyers Outside the Firm
[3] A lawyer may use nonlawyers outside the firm to assist the lawyer in rendering legal services
to the client. Examples include the retention of an investigative or paraprofessional service, hiring a
document management company to create and maintain a database for complex litigation, sending
client documents to a third party for printing or scanning, and using an Internet-based service tostore client information. When using such services outside the firm, a lawyer must make reasonable
efforts to ensure that the services are provided in a manner that is compatible with the lawyer’s
professional obligations. The extent of this obligation will depend upon the circumstances, including
the education, experience, and reputation of the nonlawyer; the nature of the services involved;

Ch 32, p.68

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December 2020

the terms of any arrangements concerning the protection of client information; and the legal andethical environments of the jurisdictions in which the services will be performed, particularly withregard to confidentiality. See also rules 32:1.1 (competence), 32:1.2 (allocation of authority), 32:1.4(communication with client), 32:1.6 (confidentiality), 32:5.4(a) (professional independence of thelawyer), and 32:5.5(a) (unauthorized practice of law). When retaining or directing a nonlawyer
outside the firm, a lawyer should communicate directions appropriate under the circumstances
to give reasonable assurance that the nonlawyer’s conduct is compatible with the professional
obligations of the lawyer.
[4] Where the client directs the selection of a particular nonlawyer service provider outside thefirm, the lawyer ordinarily should agree with the client concerning the allocation of responsibility formonitoring as between the client and the lawyer. See rule 32:1.2. When making such an allocation
in a matter pending before a tribunal, lawyers and parties may have additional obligations that are
a matter of law beyond the scope of these rules.
[Court Order April 20, 2005, effective July 1, 2005; October 15, 2015]

Rule 32:5.4 PROFESSIONAL INDEPENDENCE OF A LAWYER(a) A lawyer or law firm shall not share legal fees with a nonlawyer, except that:(1) an agreement by a lawyer with the lawyer’s firm, partner, or associate may provide
for the payment of money, over a reasonable period of time after the lawyer’s death, to thelawyer’s estate or to one or more specified persons;(2) a lawyer who purchases the practice of a deceased, disabled, or disappeared lawyer may,pursuant to the provisions of rule 32:1.17, pay to the estate or other representative of thatlawyer the agreed-upon purchase price; and(3) a lawyer or law firm may include nonlawyer employees in a compensation or retirement
plan, even though the plan is based in whole or in part on a profit-sharing arrangement.
(b) A lawyer shall not form a partnership with a nonlawyer if any of the activities of thepartnership consist of the practice of law.
(c) A lawyer shall not permit a person who recommends, employs, or pays the lawyer torender legal services for another to direct or regulate the lawyer’s professional judgment in
rendering such legal services.
(d) A lawyer shall not practice with or in the form of a professional corporation or
association authorized to practice law for a profit, if:(1) a nonlawyer owns any interest therein, except that a fiduciary representative of theestate of a lawyer may hold the stock or interest of the lawyer for a reasonable time duringadministration;(2) a nonlawyer is a corporate director or officer thereof or occupies the position of similar
responsibility in any form of association other than a corporation; or(3) a nonlawyer has the right to direct or control the professional judgment of a lawyer.
Comment[1] The provisions of this rule express traditional limitations on sharing fees. These limitations
are to protect the lawyer’s professional independence of judgment. Where someone other than theclient pays the lawyer’s fee or salary, or recommends employment of the lawyer, that arrangement
does not modify the lawyer’s obligation to the client. As stated in paragraph (c), such arrangements
should not interfere with the lawyer’s professional judgment.
[2] This rule also expresses traditional limitations on permitting a third party to direct or regulate
the lawyer’s professional judgment in rendering legal services to another. See also rule 32:1.8(f)(lawyer may accept compensation from a third party as long as there is no interference with thelawyer’s independent professional judgment and the client gives informed consent).
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:5.5 UNAUTHORIZEDPRACTICE OF LAW

PRACTICE

OF

LAW;

MULTIJURISDICTIONAL(a) A lawyer shall not practice law in a jurisdiction in violation of the regulation of the legal
profession in that jurisdiction, or assist another in doing so.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.69(b) A lawyer who is not admitted to practice in this jurisdiction shall not:(1) except as authorized by these rules or other law, establish an office or other systematicand continuous presence in this jurisdiction for the practice of law; or(2) hold out to the public or otherwise represent that the lawyer is admitted to practice law
in this jurisdiction.
(c) A lawyer admitted in another United States jurisdiction, and not disbarred or suspended
from practice in any jurisdiction, may provide legal services on a temporary basis in thisjurisdiction that:(1) are undertaken in association with a lawyer who is admitted to practice in thisjurisdiction and who actively participates in the matter;(2) are in or reasonably related to a pending or potential proceeding before a tribunal in thisor another jurisdiction, if the lawyer, or a person the lawyer is assisting, is authorized by law
or order to appear in such proceeding or reasonably expects to be so authorized;(3) are in or reasonably related to a pending or potential arbitration, mediation, or otheralternative dispute resolution proceeding in this or another jurisdiction, if the services ariseout of or are reasonably related to the lawyer’s practice in a jurisdiction in which the lawyer isadmitted to practice and are not services for which the forum requires pro hac vice admission;or(4) are not within paragraphs (c)(2) or (c)(3) and arise out of or are reasonably related to
the lawyer’s practice in a jurisdiction in which the lawyer is admitted to practice.
(d) A lawyer admitted in another United States jurisdiction or in a foreign jurisdiction,and not disbarred or suspended from practice in any jurisdiction or the equivalent thereof,or a person otherwise lawfully practicing as an in-house counsel under the laws of a foreign
jurisdiction, may provide legal services through an office or other systematic and continuouspresence in this jurisdiction that:(1) are provided to the lawyer’s employer or its organizational affiliates; are not services forwhich the forum requires pro hac vice admission; and when performed by a foreign lawyer andrequires advice on the law of this or another United States jurisdiction or of the United States,
such advice shall be based upon the advice of a lawyer who is duly licensed and authorized by
the jurisdiction to provide such advice; or(2) are services that the lawyer is authorized by federal or other law or rule to provide inthis jurisdiction.
(e) For purposes of paragraph (d):(1) the foreign lawyer must be a member in good standing of a recognized legal profession in
a foreign jurisdiction, the members of which are admitted to practice as lawyers or counselors
at law or the equivalent, and subject to effective regulation and discipline by a duly constituted
professional body or a public authority; or(2) the person otherwise lawfully practicing as an in-house counsel under the laws of aforeign jurisdiction must be authorized to practice under this rule by, in the exercise of its
discretion, the Iowa Supreme Court.
Comment[1] A lawyer may practice law only in a jurisdiction in which the lawyer is authorized to practice.
A lawyer may be admitted to practice law in a jurisdiction on a regular basis or may be authorizedby court rule or order or by law to practice for a limited purpose or on a restricted basis. Paragraph(a) applies to unauthorized practice of law by a lawyer, whether through the lawyer’s direct action orby the lawyer assisting another person. For example, a lawyer may not assist a person in practicing
law in violation of the rules governing professional conduct in that person’s jurisdiction.
[2] The definition of the practice of law is established by law and varies from one jurisdiction
to another. Whatever the definition, limiting the practice of law to members of the bar protects the
public against rendition of legal services by unqualified persons. This rule does not prohibit a lawyer
from employing the services of paraprofessionals and delegating functions to them, so long as thelawyer supervises the delegated work and retains responsibility for their work. See rule 32:5.3.
[3] A lawyer may provide professional advice and instruction to nonlawyers whose employment
requires knowledge of the law; for example, claims adjusters, employees of financial or commercial
institutions, social workers, accountants, and persons employed in government agencies. Lawyers

Ch 32, p.70

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December 2020

also may assist independent nonlawyers, such as paraprofessionals, who are authorized by thelaw of a jurisdiction to provide particular law-related services. In addition, a lawyer may counsel
nonlawyers who wish to proceed pro se.
[4] Other than as authorized by law or this rule, a lawyer who is not admitted to practice generally
in this jurisdiction violates paragraph (b)(1) if the lawyer establishes an office or other systematicand continuous presence in this jurisdiction for the practice of law. Presence may be systematic andcontinuous even if the lawyer is not physically present here. Such a lawyer must not hold out to the
public or otherwise represent that the lawyer is admitted to practice law in this jurisdiction. See also
rules 32:7.1(a) and 32:7.5(b).
[5] There are occasions in which a lawyer admitted to practice in another United States jurisdiction,and not disbarred or suspended from practice in any jurisdiction, may provide legal services on atemporary basis in this jurisdiction under circumstances that do not create an unreasonable risk to theinterests of their clients, the public, or the courts. Paragraph (c) identifies four such circumstances.
The fact that conduct is not so identified does not imply that the conduct is or is not authorized. With
the exception of paragraphs (d)(1) and (d)(2), this rule does not authorize a United States or foreign
lawyer to establish an office or other systematic and continuous presence in this jurisdiction without
being admitted to practice generally here.
[6] There is no single test to determine whether a lawyer’s services are provided on a “temporary
basis” in this jurisdiction, and may therefore be permissible under paragraph (c). Services may be“temporary” even though the lawyer provides services in this jurisdiction on a recurring basis, or foran extended period of time, as when the lawyer is representing a client in a single lengthy negotiation
or litigation.
[7] Paragraphs (c) and (d) apply to lawyers who are admitted to practice law in any United Statesjurisdiction, which includes the District of Columbia and any state, territory, or commonwealth of
the United States. The word “admitted” in paragraphs (c), (d), and (e) contemplates that the lawyer
is authorized to practice in the jurisdiction in which the lawyer is admitted and excludes a lawyer
who, while technically admitted, is not authorized to practice because, for example, the lawyer is on
inactive status.
[8] Paragraph (c)(1) recognizes that the interests of clients and the public are protected if a lawyer
admitted only in another jurisdiction associates with a lawyer licensed to practice in this jurisdiction.
For this paragraph to apply, however, the lawyer admitted to practice in this jurisdiction must
actively participate in and share responsibility for the representation of the client.
[9] Lawyers not admitted to practice generally in a jurisdiction may be authorized by law or orderof a tribunal or an administrative agency to appear before the tribunal or agency. This authority
may be granted pursuant to formal rules governing admission pro hac vice or pursuant to informal
practice of the tribunal or agency. Under paragraph (c)(2), a lawyer does not violate this rule when
the lawyer appears before a tribunal or agency pursuant to such authority. To the extent that a
court rule or other law of this jurisdiction requires a lawyer who is not admitted to practice in thisjurisdiction to obtain admission pro hac vice before appearing before a tribunal or administrative
agency, this rule requires the lawyer to obtain that authority.
[10] Paragraph (c)(2) also provides that a lawyer rendering services in this jurisdiction on atemporary basis does not violate this rule when the lawyer engages in conduct in anticipation ofa proceeding or hearing in a jurisdiction in which the lawyer is authorized to practice law or inwhich the lawyer reasonably expects to be admitted pro hac vice. Examples of such conduct include
meetings with the client, interviews of potential witnesses, and the review of documents. Similarly,
a lawyer admitted only in another jurisdiction may engage in conduct temporarily in this jurisdiction
in connection with pending litigation in another jurisdiction in which the lawyer is or reasonably
expects to be authorized to appear, including taking depositions in this jurisdiction.
[11] When a lawyer has been or reasonably expects to be admitted to appear before a court oradministrative agency, paragraph (c)(2) also permits conduct by lawyers who are associated withthat lawyer in the matter, but who do not expect to appear before the court or administrative agency.
For example, subordinate lawyers may conduct research, review documents, and attend meetings
with witnesses in support of the lawyer responsible for the litigation.
[12] Paragraph (c)(3) permits a lawyer admitted to practice law in another jurisdiction to perform
services on a temporary basis in this jurisdiction if those services are in or reasonably related to apending or potential arbitration, mediation, or other alternative dispute resolution proceeding in thisor another jurisdiction, if the services arise out of or are reasonably related to the lawyer’s practiceDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.71

in a jurisdiction in which the lawyer is admitted to practice. The lawyer, however, must obtain
admission pro hac vice in the case of a court-annexed arbitration or mediation or otherwise if court
rules or law so require.
[13] Paragraph (c)(4) permits a lawyer admitted in another jurisdiction to provide certain legal
services on a temporary basis in this jurisdiction that arise out of or are reasonably related to thelawyer’s practice in a jurisdiction in which the lawyer is admitted but are not within paragraphs(c)(2) or (c)(3). These services include both legal services and services that nonlawyers may performbut that are considered the practice of law when performed by lawyers.
[14] Paragraphs (c)(3) and (c)(4) require that the services arise out of or be reasonably related
to the lawyer’s practice in a jurisdiction in which the lawyer is admitted. A variety of factors
evidence such a relationship. The lawyer’s client may have been previously represented by thelawyer, or may be resident in or have substantial contacts with the jurisdiction in which the lawyer
is admitted. The matter, although involving other jurisdictions, may have a significant connection
with that jurisdiction. In other cases, significant aspects of the lawyer’s work might be conducted inthat jurisdiction or a significant aspect of the matter may involve the law of that jurisdiction. The
necessary relationship might arise when the client’s activities or the legal issues involve multiple
jurisdictions, such as when the officers of a multinational corporation survey potential business sites
and seek the services of their lawyer in assessing the relative merits of each. In addition, the services
may draw on the lawyer’s recognized expertise developed through the regular practice of law onbehalf of clients in matters involving a particular body of federal, nationally uniform, foreign, orinternational law. Lawyers desiring to provide pro bono legal services on a temporary basis in ajurisdiction that has been affected by a major disaster, but in which they are not otherwise authorized
to practice law, as well as lawyers from the affected jurisdiction who seek to practice law temporarily
in another jurisdiction, but in which they are not otherwise authorized to practice law, should consult
Iowa Court Rule 31.17.
[15] Paragraph (d) identifies two circumstances in which a lawyer who is admitted to practice inanother United States jurisdiction or a foreign jurisdiction, and is not disbarred or suspended frompractice in any jurisdiction, or the equivalent thereof, may establish an office or other systematic andcontinuous presence in this jurisdiction for the practice of law. Except as provided in paragraphs(d)(1) and (d)(2), a lawyer who is admitted to practice law in another United States or foreign
jurisdiction and who establishes an office or other systematic or continuous presence in thisjurisdiction must become admitted to practice law generally in this jurisdiction.
[16] Paragraph (d)(1) applies to a United States or foreign lawyer who is employed by a client
to provide legal services to the client or its organizational affiliates, i.e., entities that control, arecontrolled by, or are under common control with the employer. This paragraph does not authorize
the provision of personal legal services to the employer’s officers or employees. The paragraphapplies to in-house corporate lawyers, government lawyers, and others who are employed to render
legal services to the employer. The lawyer’s ability to represent the employer outside the jurisdictionin which the lawyer is licensed generally serves the interests of the employer and does not create an
unreasonable risk to the client and others because the employer is well situated to assess the lawyer’s
qualifications and the quality of the lawyer’s work. To further decrease any risk to the client, whenadvising on the domestic law of a United States jurisdiction or on the law of the United States, theforeign lawyer authorized to practice under paragraph (d)(l) of this rule needs to base that advice on
the advice of a lawyer licensed and authorized by the jurisdiction to provide it.
[17] If an employed lawyer establishes an office or other systematic and continuous presence inthis jurisdiction for the purpose of rendering legal services to the employer, the lawyer must registerand follow the requirements of Iowa Court Rule 31.16.
[18] Paragraph (d)(2) recognizes that a United States or foreign lawyer may provide legal services
in a jurisdiction in which the lawyer is not licensed when authorized to do so by federal or other law,which includes statute, court rule, executive regulation, or judicial precedent.
[19] A lawyer who practices law in this jurisdiction pursuant to paragraph (c) or (d) or otherwise
is subject to the disciplinary authority of this jurisdiction. See rule 32:8.5(a).
[20] In some circumstances, a lawyer who practices law in this jurisdiction pursuant to paragraph(c) or (d) may have to inform the client that the lawyer is not licensed to practice law in thisjurisdiction. For example, that may be required when the representation occurs primarily in thisjurisdiction and requires knowledge of the law of this jurisdiction. See rule 32:1.4(b).
[21] Paragraphs (c) and (d) do not authorize communications advertising legal services in thisCh 32, p.72

RULES OF PROFESSIONAL CONDUCT

December 2020

jurisdiction by lawyers who are admitted to practice in other jurisdictions. Whether and how lawyers
may communicate the availability of their services in this jurisdiction is governed by rules 32:7.1
to 32:7.5.
[Court Order April 20, 2005, effective July 1, 2005; May 14, 2007; August 29, 2012, effective January 1,
2013; October 15, 2015; August 28, 2020, effective January 1, 2021]

Rule 32:5.6 RESTRICTIONS ON RIGHT TO PRACTICE
A lawyer shall not participate in offering or making:(a) a partnership, shareholders, operating, employment, or other similar type of agreementthat restricts the right of a lawyer to practice after termination of the relationship, except anagreement concerning benefits upon retirement; or(b) an agreement in which a restriction on the lawyer’s right to practice is part of thesettlement of a client controversy.
Comment[1] An agreement restricting the right of lawyers to practice after leaving a firm not only limits
their professional autonomy but also limits the freedom of clients to choose a lawyer. Paragraph(a) prohibits such agreements except for restrictions incident to provisions concerning retirement
benefits for service with the firm.
[2] Paragraph (b) prohibits a lawyer from agreeing not to represent other persons in connection
with settling a claim on behalf of a client.
[3] This rule does not apply to prohibit restrictions that may be included in the terms of the saleof a law practice pursuant to rule 32:1.17.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:5.7 RESPONSIBILITIES REGARDING LAW-RELATED SERVICES(a) A lawyer shall be subject to the Iowa Rules of Professional Conduct with respect to theprovision of law-related services, as defined in paragraph (b), if the law-related services areprovided:(1) by the lawyer in circumstances that are not distinct from the lawyer’s provision of legal
services to clients; or(2) in other circumstances by an entity controlled by the lawyer individually or with others
if the lawyer fails to take reasonable measures to ensure that a person obtaining the
law-related services knows that the services are not legal services and that the protections of
the client-lawyer relationship do not exist.
(b) The term “law-related services” denotes services that might reasonably be performed inconjunction with and in substance are related to the provision of legal services, and that are
not prohibited as unauthorized practice of law when provided by a nonlawyer.
Comment[1] When a lawyer performs law-related services or controls an organization that does so, there
exists the potential for ethical problems. Principal among these is the possibility that the person forwhom the law-related services are performed fails to understand that the services may not carry withthem the protections normally afforded as part of the client-lawyer relationship. The recipient of the
law-related services may expect, for example, that the protection of client confidences, prohibitions
against representation of persons with conflicting interests, and obligations of a lawyer to maintainprofessional independence apply to the provision of law-related services when that may not be the case.
[2] Rule 32:5.7 applies to the provision of law-related services by a lawyer even when the lawyer
does not provide any legal services to the person for whom the law-related services are performed
and whether the law-related services are performed through a law firm or a separate entity. The rule
identifies the circumstances in which all of the Iowa Rules of Professional Conduct apply to theprovision of law-related services. Even when those circumstances do not exist, however, theconduct of a lawyer involved in the provision of law-related services is subject to those rules that
apply generally to lawyer conduct, regardless of whether the conduct involves the provision of legal

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.73

services. See, e.g., rule 32:8.4.
[3] When law-related services are provided by a lawyer under circumstances that are not distinct
from the lawyer’s provision of legal services to clients, the lawyer in providing the law-related
services must adhere to the requirements of the Iowa Rules of Professional Conduct as provided inparagraph (a)(1). Even when the law-related and legal services are provided in circumstances thatare distinct from each other, for example through separate entities or different support staff within
the law firm, the Iowa Rules of Professional Conduct apply to the lawyer as provided in paragraph(a)(2) unless the lawyer takes reasonable measures to ensure that the recipient of the law-related
services knows that the services are not legal services and that the protections of the client-lawyer
relationship do not apply.
[4] Law-related services also may be provided through an entity that is distinct from that throughwhich the lawyer provides legal services. If the lawyer individually or with others has control ofsuch an entity’s operations, the rule requires the lawyer to take reasonable measures to ensure thateach person using the services of the entity knows that the services provided by the entity are notlegal services and that the Iowa Rules of Professional Conduct that relate to the client-lawyer
relationship do not apply. A lawyer’s control of an entity extends to the ability to direct its operation.
Whether a lawyer has such control will depend upon the circumstances of the particular case.
[5] When a client-lawyer relationship exists with a person who is referred by a lawyer to a
separate law-related service entity controlled by the lawyer, individually or with others, the lawyer
must comply with rule 32:1.8(a).
[6] In taking the reasonable measures referred to in paragraph (a)(2) to ensure that a person using
law-related services understands the practical effect or significance of the inapplicability of the Iowa
Rules of Professional Conduct, the lawyer should communicate to the person receiving the
law-related services, in a manner sufficient to ensure that the person understands the significance ofthe fact, that the relationship of the person to the business entity will not be a client-lawyer
relationship. The communication should be made before entering into an agreement for provision ofor providing law-related services, and preferably should be in writing.
[7] The burden is upon the lawyer to show that the lawyer has taken reasonable measures under
the circumstances to communicate the desired understanding. For instance, a sophisticated user of
law-related services, such as a publicly held corporation, may require a lesser explanation thansomeone unaccustomed to making distinctions between legal services and law-related services.
[8] Regardless of the sophistication of potential recipients of law-related services, a lawyer
should take special care to keep separate the provision of law-related and legal services in order tominimize the risk that the recipient will assume that the law-related services are legal services. The
risk of such confusion is especially acute when the lawyer renders both types of services withrespect to the same matter. Under some circumstances the legal and law-related services may be so
closely entwined that they cannot be distinguished from each other, and the requirement of
disclosure and consultation imposed by paragraph (a)(2) of the rule cannot be met. In such a case, alawyer will be responsible for ensuring that both the lawyer’s conduct and, to the extent required byrule 32:5.3, that of nonlawyer employees in the distinct entity that the lawyer controls, comply in all
respects with the Iowa Rules of Professional Conduct.
[9] A broad range of economic and other interests of clients may be served by lawyers’ engaging
in the delivery of law-related services. Examples of law-related services include providing financial
planning, accounting, economic analysis, social work, psychological counseling, and non-legal
consulting such as engineering, medical, or environmental consulting.
[10] When a lawyer is obliged to accord the recipients of such services the protections of thoserules that apply to the client-lawyer relationship, the lawyer must take special care to heed theproscriptions of the rules addressing conflict of interest (rules 32:1.7 through 32:1.11, especiallyrules 32:1.7(a)(2) and 32:1.8(a), (b), and (f)), and to scrupulously adhere to the requirements of rule32:1.6 relating to disclosure of confidential information. The promotion of the law-related services
must also in all respects comply with rules 32:7.1 through 32:7.3, dealing with advertising andsolicitation. In that regard, lawyers should take special care to identify the obligations that may be
imposed as a result of this state’s decisional law.
[11] When the full protections of all of the Iowa Rules of Professional Conduct do not apply tothe provision of law-related services, principles of law external to the rules, for example, the law ofprincipal and agent, govern the legal duties owed to those receiving the services. Those other legal
principles may establish a different degree of protection for the recipient with respect toCh 32, p.74

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December 2020

confidentiality of information, conflicts of interest, and permissible business relationships withclients. See also rule 32:8.4 (Misconduct).
[12] Certain services that may be performed by nonlawyers nonetheless are treated as the practiceof law in Iowa when performed by lawyers, including consummation of real estate transactions,preparation of tax returns, legislative lobbying, and estate planning. See rule 32:3.9, cmt. [4]; Iowa
Ct. R. 37.5. Accordingly, the lawyer providing such services must at all times and under all
circumstances comply fully with the Iowa Rules of Professional Conduct.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]
PUBLIC SERVICE

Rule 32:6.1 VOLUNTARY PRO BONO PUBLICO SERVICE
Every lawyer has a professional responsibility to provide legal services to those unable topay. A lawyer should aspire to render at least 50 hours of pro bono publico legal services per
year. In fulfilling this responsibility, the lawyer should:(a) provide a substantial majority of the 50 hours of legal services without fee or expectationof fee to:(1) persons of limited means or(2) charitable, religious, civic, community, governmental, and educational organizations inmatters that are designed primarily to address the needs of persons of limited means; and(b) provide any additional services through:(1) delivery of legal services at no fee or substantially reduced fee to individuals, groups,
or organizations seeking to secure or protect civil rights, civil liberties, or public rights,
or charitable, religious, civic, community, governmental, and educational organizations inmatters in furtherance of their organizational purposes, where the payment of standard legal
fees would significantly deplete the organization’s economic resources or would be otherwise
inappropriate;(2) delivery of legal services at a substantially reduced fee to persons of limited means; or(3) participation in activities for improving the law, the legal system, or the legal profession.
In addition, a lawyer should voluntarily contribute financial support to organizations thatprovide legal services to persons of limited means.
Comment[1] Every lawyer, regardless of professional prominence or professional work load, has a
responsibility to provide legal services to those unable to pay, and personal involvement in the
problems of the disadvantaged can be one of the most rewarding experiences in the life of a lawyer. It
is recognized that in some years a lawyer may render greater or fewer hours than the annual standard
specified, but during the course of his or her legal career, each lawyer should render on average per
year, the number of hours set forth in this rule. Services can be performed in civil matters or in
criminal or quasi-criminal matters for which there is no government obligation to provide funds forlegal representation.
[2] Paragraphs (a)(1) and (2) recognize the critical need for legal services that exists among
persons of limited means by providing that a substantial majority of the legal services renderedannually to the disadvantaged be furnished without fee or expectation of fee. Legal services underthese paragraphs consist of a full range of activities, including individual and class representation,
the provision of legal advice, legislative lobbying, administrative rule making, and the provision offree training or mentoring to those who represent persons of limited means. The variety of these
activities should facilitate participation by government lawyers, even when restrictions exist on their
engaging in the outside practice of law.
[3] Persons eligible for legal services under paragraphs (a)(1) and (2) are those who qualify
for participation in programs funded by the Legal Services Corporation or by the Iowa Lawyer
Trust Account Commission, or other comparable non-profit programs offering legal services to theeconomically disadvantaged, and those whose incomes and financial resources are slightly above theguidelines utilized by such programs but, nevertheless, cannot afford counsel. Legal services can berendered to individuals or to organizations such as homeless shelters, battered women’s centers, andfood pantries that serve those of limited means. The term “governmental organizations” includes, but

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RULES OF PROFESSIONAL CONDUCTCh 32, p.75

is not limited to, public protection programs and sections of governmental or public sector agencies.
[4] Because service must be provided without fee or expectation of fee, the intent of the lawyer torender free legal services is essential for the work performed to fall within the meaning of paragraphs(a)(1) and (2). Accordingly, services rendered cannot be considered pro bono if an anticipated fee
is uncollected, but the award of statutory attorneys’ fees in a case originally accepted as pro bono
would not disqualify such services from inclusion under this section. Lawyers who do receive feesin such cases are encouraged to contribute an appropriate portion of such fees to organizations or
projects that benefit persons of limited means.
[5] While it is possible for a lawyer to fulfill the annual responsibility to perform pro bono
services exclusively through activities described in paragraphs (a)(1) and (2), to the extent that any
hours of service remained unfulfilled, the remaining commitment can be met in a variety of ways as
set forth in paragraph (b). Constitutional, statutory, or regulatory restrictions may prohibit or impede
government and public sector lawyers and judges from performing the pro bono services outlined
in paragraphs (a)(1) and (2) and paragraphs (b)(1) and (2). Accordingly, where those restrictions
apply, government and public sector lawyers and judges may fulfill their pro bono responsibility by
performing services outlined in paragraph (b)(3), to the extent permitted by such restrictions.
[6] Paragraph (b)(1) includes the provision of certain types of legal services to those whose
incomes and financial resources place them above limited means. It also permits the pro bonolawyer to accept a substantially reduced fee for services. Examples of the types of issues that
may be addressed under this paragraph include First Amendment claims, Title VII claims, andenvironmental protection claims. Additionally, a wide range of organizations may be represented,
including social service, medical research, cultural, and religious groups.
[7] Paragraph (b)(2) covers instances in which lawyers agree to and receive a modest fee for
furnishing legal services to persons of limited means. Participation in judicare programs andacceptance of court appointments in which the fee is substantially below a lawyer’s usual rate areencouraged under this paragraph.
[8] Paragraph (b)(3) recognizes the value of lawyers engaging in activities that improve the law,
the legal system or the legal profession. Serving on bar association committees, serving on boards of
pro bono or legal services programs, taking part in Law Day activities, acting as a continuing legal
education instructor, a mediator or an arbitrator, and engaging in legislative lobbying to improve thelaw, the legal system, or the profession are a few examples of the many activities that fall within thisparagraph.
[9] Because the provision of pro bono services is a professional responsibility, it is the individual
ethical commitment of each lawyer. Nevertheless, there may be times when it is not feasible fora lawyer to engage in pro bono services. At such times a lawyer may discharge the pro bono
responsibility by providing financial support to organizations providing free legal services to personsof limited means. Such financial support should be reasonably equivalent to the value of the hours
of service that would have otherwise been provided. In addition, at times it may be more feasible tosatisfy the pro bono responsibility collectively, as by a firm’s aggregate pro bono activities.
[10] Because the efforts of individual lawyers are not enough to meet the need for free legal
services that exists among persons of limited means, the government and the profession haveinstituted additional programs to provide those services. Every lawyer should financially support
such programs, in addition to either providing direct pro bono services or making financial
contributions when pro bono service is not feasible.
[11] Law firms should act reasonably to enable and encourage all lawyers in the firm to provide
the pro bono legal services called for by this rule.
[12] The responsibility set forth in this rule is not intended to be enforced through disciplinary
process.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:6.2 ACCEPTING APPOINTMENTS
A lawyer shall not seek to avoid appointment by a tribunal to represent a person except forgood cause, such as:(a) representing the client is likely to result in violation of the Iowa Rules of Professional
Conduct or other law;(b) representing the client is likely to result in an unreasonable financial burden on thelawyer; orCh 32, p.76

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December 2020(c) the client or the cause is so repugnant to the lawyer as to be likely to impair theclient-lawyer relationship or the lawyer’s ability to represent the client.
Comment[1] A lawyer ordinarily is not obliged to accept a client whose character or cause the lawyer
regards as repugnant. The lawyer’s freedom to select clients is, however, qualified. All lawyers havea responsibility to assist in providing pro bono publico service. See rule 32:6.1. An individual lawyer
fulfills this responsibility by accepting a fair share of unpopular matters or indigent or unpopularclients. A lawyer may also be subject to appointment by a court to serve unpopular clients or persons
unable to afford legal services.
Appointed Counsel[2] For good cause a lawyer may seek to decline an appointment to represent a person who cannot
afford to retain counsel or whose cause is unpopular. Good cause exists if the lawyer could nothandle the matter competently, see rule 32:1.1, or if undertaking the representation would result in
an improper conflict of interest, for example, when the client or the cause is so repugnant to thelawyer as to be likely to impair the client-lawyer relationship or the lawyer’s ability to represent
the client. A lawyer may also seek to decline an appointment if acceptance would be unreasonably
burdensome, for example, when it would impose a financial sacrifice so great as to be unjust.
[3] An appointed lawyer has the same obligations to the client as retained counsel, including theobligations of loyalty and confidentiality, and is subject to the same limitations on the client-lawyer
relationship, such as the obligation to refrain from assisting the client in violation of the rules.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:6.3 MEMBERSHIP IN LEGAL SERVICES ORGANIZATION
A lawyer may serve as a director, officer, or member of a legal services organization, apartfrom the law firm in which the lawyer practices, notwithstanding that the organization serves
persons having interests adverse to a client of the lawyer. The lawyer shall not knowingly
participate in a decision or action of the organization:(a) if participating in the decision or action would be incompatible with the lawyer’s
obligations to a client under rule 32:1.7; or(b) where the decision or action could have a material adverse effect on the representationof a client of the organization whose interests are adverse to a client of the lawyer.
Comment[1] Lawyers should be encouraged to support and participate in legal services organizations. A
lawyer who is an officer or a member of such an organization does not thereby have a client-lawyer
relationship with persons served by the organization. However, there is potential conflict between
the interests of such persons and the interests of the lawyer’s clients. If the possibility of such conflictdisqualified a lawyer from serving on the board of a legal services organization, the profession’s
involvement in such organizations would be severely curtailed.
[2] It may be necessary in appropriate cases to reassure a client of the organization that the
representation will not be affected by conflicting loyalties of a member of the board. Established,
written policies in this respect can enhance the credibility of such assurances.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:6.4 LAW REFORM ACTIVITIES AFFECTING CLIENT INTERESTS
A lawyer may serve as a director, officer, or member of an organization involved in reformof the law or its administration notwithstanding that the reform may affect the interests of aclient of the lawyer. When the lawyer knows that the interests of a client may be materiallybenefitted by a decision in which the lawyer participates, the lawyer shall disclose that fact but
need not identify the client.

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.77

Comment[1] Lawyers involved in organizations seeking law reform generally do not have a client-lawyer
relationship with the organization. Otherwise, it might follow that a lawyer could not be involved ina bar association law reform program that might indirectly affect a client. See also rule 32:1.2(b).
For example, a lawyer specializing in antitrust litigation might be regarded as disqualified fromparticipating in drafting revisions of rules governing that subject. In determining the nature andscope of participation in such activities, a lawyer should be mindful of obligations to clients underother rules, particularly rule 32:1.7. A lawyer is professionally obligated to protect the integrity ofthe program by making an appropriate disclosure within the organization when the lawyer knows aprivate client might be materially benefitted.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:6.5 NONPROFIT AND COURT-ANNEXED LIMITED LEGAL SERVICESPROGRAMS(a) A lawyer who, under the auspices of a program sponsored by a nonprofit organizationor court, provides short-term limited legal services to a client without expectation by either the
lawyer or the client that the lawyer will provide continuing representation in the matter:(1) is subject to rules 32:1.7 and 32:1.9(a) only if the lawyer knows that the representationof the client involves a conflict of interest; and(2) is subject to rule 32:1.10 only if the lawyer knows that another lawyer associated withthe lawyer in a law firm is disqualified by rule 32:1.7 or 32:1.9(a) with respect to the matter.
(b) Except as provided in paragraph (a)(2), rule 32:1.10 is inapplicable to a representation
governed by this rule.
Comment[1] Legal services organizations, courts, and various nonprofit organizations have establishedprograms through which lawyers provide short-term limited legal services—such as advice or thecompletion of legal forms—that will assist persons to address their legal problems without further
representation by a lawyer. In these programs, such as legal-advice hotlines, advice-only clinics, orpro se counseling programs, a client-lawyer relationship is established, but there is no expectationthat the lawyer’s representation of the client will continue beyond the limited consultation. Suchprograms are normally operated under circumstances in which it is not feasible for a lawyer
to systematically screen for conflicts of interest as is generally required before undertaking a
representation. See, e.g., rules 32:1.7, 32:1.9, and 32:1.10.
[2] A lawyer who provides short-term limited legal services pursuant to this rule must secure
the client’s informed consent to the limited scope of the representation. See rule 32:1.2(c). If ashort-term limited representation would not be reasonable under the circumstances, the lawyer may
offer advice to the client but must also advise the client of the need for further assistance of counsel.
Except as provided in this rule, the Iowa Rules of Professional Conduct, including rules 32:1.6 and
32:1.9(c), are applicable to the limited representation.
[3] Because a lawyer who is representing a client in the circumstances addressed by this ruleordinarily is not able to check systematically for conflicts of interest, paragraph (a) requires
compliance with rule 32:1.7 or 32:1.9(a) only if the lawyer knows that the representation presents a
conflict of interest for the lawyer, and with rule 32:1.10 only if the lawyer knows that another lawyer
in the lawyer’s firm is disqualified by rule 32:1.7 or 32:1.9(a) in the matter.
[4] Because the limited nature of the services significantly reduces the risk of conflicts of interest
with other matters being handled by the lawyer’s firm, paragraph (b) provides that rule 32:1.10
is inapplicable to a representation governed by this rule except as provided by paragraph (a)(2).
Paragraph (a)(2) requires the participating lawyer to comply with rule 32:1.10 when the lawyer
knows that the lawyer’s firm is disqualified by rule 32:1.7 or 32:1.9(a). By virtue of paragraph (b),however, a lawyer’s participation in a short-term limited legal services program will not preclude
the lawyer’s firm from undertaking or continuing the representation of a client with interests adverse
to a client being represented under the program’s auspices. Nor will the personal disqualification ofa lawyer participating in the program be imputed to other lawyers participating in the program.
[5] If, after commencing a short-term limited representation in accordance with this rule, a lawyer

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December 2020

undertakes to represent the client in the matter on an ongoing basis, rules 32:1.7, 32:1.9(a), and32:1.10 become applicable.
[Court Order April 20, 2005, effective July 1, 2005]
INFORMATION ABOUT LEGAL SERVICES

Rule 32:7.1 COMMUNICATIONS CONCERNING A LAWYER’S SERVICES
A lawyer shall not make a false or misleading communication about the lawyer orthe lawyer’s services. A communication is false or misleading if it contains a material
misrepresentation of fact or law, or omits a fact necessary to make the statement considered asa whole not materially misleading.
Comment[1] This rule governs all communications about a lawyer’s services, including advertising.
Whatever means are used to make known a lawyer’s services, statements about them must be
truthful.
[2] Misleading truthful statements are prohibited by this rule. A truthful statement is misleading
if it omits a fact necessary to make the lawyer’s communication considered as a whole not materiallymisleading. A truthful statement is misleading if a substantial likelihood exists that it will lead areasonable person to formulate a specific conclusion about the lawyer or the lawyer’s services forwhich there is no reasonable factual foundation. A truthful statement is also misleading if presented
in a way that creates a substantial likelihood that a reasonable person would believe the lawyer’scommunication requires that person to take further action when, in fact, no action is required.
[3] A communication that truthfully reports a lawyer’s achievements on behalf of clientsor former clients may be misleading if presented so as to lead a reasonable person to form an
unjustified expectation that the same results could be obtained for other clients in similar matterswithout reference to the specific factual and legal circumstances of each client’s case. Similarly,
an unsubstantiated claim about a lawyer’s or law firm’s services or fees, or an unsubstantiatedcomparison of the lawyer’s or law firm’s services or fees with those of other lawyers or law firms,
may be misleading if presented with such specificity as would lead a reasonable person to conclude
that the comparison or claim can be substantiated. The inclusion of an appropriate disclaimer or
qualifying language may preclude a finding that a statement is likely to create unjustified expectations
or otherwise mislead the public.
[4] It is professional misconduct for a lawyer to engage in conduct involving dishonesty, fraud,deceit, or misrepresentation. Rule 32:8.4(c). See also rule 32:8.4(e) for the prohibition against
stating or implying an ability to improperly influence a government agency or official or to achieve
results by means that violate the Iowa Rules of Professional Conduct or other law.
[5] Firm names, letterhead, and professional designations are communications concerning alawyer’s services. A firm may be designated by the names of all or some of its current members,by the names of deceased members where there has been a succession in the firm’s identity, or bya trade name if it is not false or misleading. A lawyer or law firm also may be designated by adistinctive website address, social media username, or comparable professional designation thatis not misleading. A law firm name or designation is misleading if it implies a connection witha government agency, with a deceased lawyer who was not a former member of the firm, with alawyer not associated with the firm or a predecessor firm, with a nonlawyer, or with a public orcharitable legal services organization. If a firm uses a trade name that includes a geographical namesuch as “Springfield Legal Clinic,” an express statement explaining that it is not a public legal aid
organization may be required to avoid a misleading implication.
[6] A law firm with offices in more than one jurisdiction may use the same name or otherprofessional designation in each jurisdiction.
[7] Lawyers may not imply or hold themselves out as practicing together in one firm when they
are not a firm, as defined in rule 32:1.0(c), because to do so would be false and misleading.
[8] It is misleading to use the name of a lawyer holding a public office in the name of a law firm,

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.79

or in communications on the law firm’s behalf, during any substantial period in which the lawyer is
not actively and regularly practicing with the firm.
[Court Order April 20, 2005, effective July 1, 2005; August 29, 2012, effective January 1, 2013; August 28,
2020, effective January 1, 2021]

Rule 32:7.2 COMMUNICATIONS CONCERNING A LAWYER’S SERVICES: SPECIFICRULES(a) A lawyer may communicate information regarding the lawyer’s services through any
media.
(b) A lawyer shall not compensate, give, or promise anything of value to a person forrecommending the lawyer’s services except that a lawyer may:
(1) pay the reasonable costs of advertisements or communications permitted by this rule;(2) pay the usual charges of a legal service plan or a not-for-profit or qualified lawyer
referral service;(3) pay for a law practice in accordance with rule 32:1.17;(4) refer clients to another lawyer or a nonlawyer professional pursuant to an agreement
not otherwise prohibited under these rules that provides for the other person to refer clientsor customers to the lawyer, if:(i) the reciprocal referral agreement is not exclusive; and(ii) the client is informed of the existence and nature of the agreement; and(5) give nominal gifts as an expression of appreciation that are neither intended nor
reasonably expected to be a form of compensation for recommending a lawyer’s services.
(c) A lawyer shall not state or imply that a lawyer is certified as a specialist in a particularfield of law, unless:(1) the lawyer has been certified as a specialist by an organization that has been approved by
an appropriate authority of the state or the District of Columbia or a United States Territoryor that has been accredited by the American Bar Association; and(2) the name of the certifying organization is clearly identified in the communication.
(d) Any communication made under this rule must include the name and contact informationof at least one lawyer or law firm responsible for its content.
Comment[1] This rule permits public dissemination of information concerning a lawyer’s or law firm’s
name, address, email address, website, and telephone number; the kinds of services the lawyer will
undertake; the basis on which the lawyer’s fees are determined, including prices for specific services
and payment and credit arrangements; a lawyer’s foreign language ability; names of references and,with their consent, names of clients regularly represented; and other information that might invite
the attention of those seeking legal assistance.
Paying Others to Recommend a Lawyer[2] Except as permitted under paragraphs (b)(1)-(b)(5), lawyers are not permitted to pay others forrecommending the lawyer’s services. A communication contains a recommendation if it endorses orvouches for a lawyer’s credentials, abilities, competence, character, or other professional qualities.
Directory listings and group advertisements that list lawyers by practice area, without more, do notconstitute impermissible “recommendations.”[3] Paragraph (b)(1) allows a lawyer to pay for advertising and communications permitted by thisrule, including the costs of print directory listings, on-line directory listings, newspaper ads, televisionand radio airtime, domain-name registrations, sponsorship fees, Internet-based advertisements, andgroup advertising. A lawyer may compensate employees, agents, and vendors who are engaged toprovide marketing or client development services, such as publicists, public-relations personnel,
business-development staff, television and radio station employees or spokespersons, and website
designers.
[4] Paragraph (b)(5) permits lawyers to give nominal gifts as an expression of appreciation to aperson for recommending the lawyer’s services or referring a prospective client. The gift may not
be more than a token item as might be given for holidays or other ordinary social hospitality. A giftCh 32, p.80

RULES OF PROFESSIONAL CONDUCT

December 2020is prohibited if offered or given in consideration of any promise, agreement, or understanding thatsuch a gift would be forthcoming or that referrals would be made or encouraged in the future.
[5] A lawyer may pay others for generating client leads, such as Internet-based client leads, as longas the lead generator does not recommend the lawyer, any payment to the lead generator is consistent
with rules 32:1.5(e) (division of fees) and 32:5.4 (professional independence of the lawyer), andthe lead generator’s communications are consistent with rule 32:7.1 (communications concerning alawyer’s services). To comply with rule 32:7.1, a lawyer must not pay a lead generator that states,
implies, or creates a reasonable impression that it is recommending the lawyer, is making the referral
without payment from the lawyer, or has analyzed a person’s legal problems when determining
which lawyer should receive the referral. See comment [2] (definition of “recommendation”). See
also rule 32:5.3 (duties of lawyers and law firms with respect to the conduct of nonlawyers); rule32:8.4(a) (duty to avoid violating the rules through the acts of another).
[6] A lawyer may pay the usual charges of a legal service plan or a not-for-profit or qualified
lawyer referral service. A legal service plan is a prepaid or group legal service plan or a similardelivery system that assists people who seek to secure legal representation. A lawyer referral service,on the other hand, is any organization that holds itself out to the public as a lawyer referral service.
Qualified referral services are consumer-oriented organizations that provide unbiased referrals tolawyers with appropriate experience in the subject matter of the representation and afford other client
protections, such as complaint procedures or malpractice insurance requirements. Consequently, thisrule only permits a lawyer to pay the usual charges of a not-for-profit or qualified lawyer referral
service. A qualified lawyer referral service is one that is approved by an appropriate regulatory
authority as affording adequate protections for the public. See, e.g., the American Bar Association’s
Model Supreme Court Rules Governing Lawyer Referral Services and Model Lawyer Referral andInformation Service Quality Assurance Act.
[7] A lawyer who accepts assignments or referrals from a legal service plan or referrals froma lawyer referral service must act reasonably to ensure that the activities of the plan or service
are compatible with the lawyer’s professional obligations. Legal service plans and lawyer referral
services may communicate with the public, but such communication must be in conformity
with these rules. Thus, advertising must not be false or misleading, as would be the case if thecommunications of a group advertising program or a group legal services plan would mislead the
public to think that it was a lawyer referral service sponsored by a state agency or bar association.
[8] A lawyer also may agree to refer clients to another lawyer or a nonlawyer professional, in
return for the undertaking of that person to refer clients or customers to the lawyer. Such reciprocal
referral arrangements must not interfere with the lawyer’s professional judgment as to making
referrals or as to providing substantive legal services. See rules 32:2.1 and 32:5.4(c). Except asprovided in rule 32:1.5(e), a lawyer who receives referrals from a lawyer or nonlawyer professionalmust not pay anything solely for the referral, but the lawyer does not violate paragraph (b) of this ruleby agreeing to refer clients to the other lawyer or nonlawyer professional, so long as the reciprocal
referral agreement is not exclusive and the client is informed of the referral agreement. Conflicts ofinterest created by such arrangements are governed by rule 32:1.7. Reciprocal referral agreements
should not be of indefinite duration and should be reviewed periodically to determine whether they
comply with these rules. This rule does not restrict referrals or divisions of revenues or net income
among lawyers within firms comprised of multiple entities.
Communications about Fields of Practice[9] Paragraph (a) of this rule permits a lawyer to communicate that the lawyer does or does
not practice in particular areas of law. A lawyer is generally permitted to state that the lawyer“concentrates in” or is a “specialist,” practices a “specialty,” or “specializes in” particular fields
based on the lawyer’s experience, specialized training, or education, but such communications are
subject to the “false and misleading” standard applied in rule 32:7.1 to communications concerninga lawyer’s services.
[10] The Patent and Trademark Office has a long-established policy of designating lawyers
practicing before the Office. The designation of Admiralty practice also has a long historical tradition
associated with maritime commerce and the federal courts. A lawyer’s communications about thesepractice areas are not prohibited by this rule.
[11] This rule permits a lawyer to state that the lawyer is certified as a specialist in a field of
law if such certification is granted by an organization approved by an appropriate authority of astate, the District of Columbia, or a United States Territory or accredited by the American Bar

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RULES OF PROFESSIONAL CONDUCTCh 32, p.81

Association or another organization, such as a state supreme court or a state bar association, that has
been approved by the authority of the state, the District of Columbia, or a United States Territory
to accredit organizations that certify lawyers as specialists. Certification signifies that an objective
entity has recognized an advanced degree of knowledge and experience in the specialty area greaterthan is suggested by general licensure to practice law. Certifying organizations may be expected
to apply standards of experience, knowledge, and proficiency to ensure that a lawyer’s recognition
as a specialist is meaningful and reliable. To ensure that consumers can obtain access to useful
information about an organization granting certification, the name of the certifying organizationmust be included in any communication regarding the certification.
Required Contact Information[12] This rule requires that any communication about a lawyer or law firm’s services include thename of, and contact information for, the lawyer or law firm. Contact information includes a website
address, a telephone number, an email address, or a physical official location.
[Court Order April 20, 2005, effective July 1, 2005; November 19, 2007; August 29, 2012, effective January
1, 2013; August 28, 2020, effective January 1, 2021]

Rule 32:7.3 SOLICITATION OF CLIENTS(a) “Solicitation” or “solicit” denotes a communication initiated by or on behalf of a lawyer
or law firm that is directed to a specific person the lawyer knows or reasonably should know
needs legal services in a particular matter and that offers to provide, or reasonably can beunderstood as offering to provide, legal services for that matter.
(b) A lawyer shall not solicit professional employment by live person-to-person contact
when a significant motive for the lawyer’s doing so is the lawyer’s or law firm’s pecuniary gain,
unless the contact is with a:(1) lawyer;(2) person who has a family, close personal, or prior business or professional relationshipwith the lawyer or law firm; or(3) person who routinely uses for business purposes the type of legal services offered by thelawyer.
(c) A lawyer shall not solicit professional employment even when not otherwise prohibitedby paragraph (b), if:(1) the target of the solicitation has made known to the lawyer a desire not to be solicited by
the lawyer; or(2) the solicitation involves coercion, duress, or harassment.
(d) This rule does not prohibit communications authorized by law or ordered by a court orother tribunal.
(e) Notwithstanding the prohibitions in this rule, a lawyer may participate with a prepaid orgroup legal service plan operated by an organization not owned or directed by the lawyer thatuses live person-to-person contact to enroll members or sell subscriptions for the plan frompersons who are not known to need legal services in a particular matter covered by the plan.
Comment[1] Paragraph (b) prohibits a lawyer from soliciting professional employment by live
person-to-person contact when a significant motive for the lawyer’s doing so is the lawyer’s or
the law firm’s pecuniary gain. A lawyer’s communication is not a solicitation if it is directed to
the general public, such as through a billboard, an Internet banner advertisement, a website or atelevision commercial, or if it is in response to a request for information or is automatically generated
in response to electronic searches.
[2] “Live person-to-person contact” means in-person, face-to-face, live telephone, and otherreal-time visual or auditory person-to-person communications, where the person is subject to a direct
personal encounter without time for reflection. Such person-to-person contact does not include
chats, text messages, email, personal messages within social media platforms, or other written
communications that recipients may easily disregard. A potential for overreaching exists when alawyer, seeking pecuniary gain, solicits a person known to be in need of legal services. This form ofcontact subjects a person to the private importuning of the trained advocate in a direct interpersonalencounter. The person, who may already feel overwhelmed by the circumstances giving rise to theCh 32, p.82

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December 2020

need for legal services, may find it difficult to fully evaluate all available alternatives with reasoned
judgment and appropriate self-interest in the face of the lawyer’s presence and insistence upon an
immediate response. The situation is fraught with the possibility of undue influence, intimidation,and overreaching.
[3] The potential for overreaching inherent in live person-to-person contact justifies its
prohibition, since lawyers have alternative means of conveying necessary information. In particular,
communications can be mailed or transmitted by email or other electronic means that do not violate
other laws. These forms of communications make it possible for the public to be informed about
the need for legal services, and about the qualifications of available lawyers and law firms, without
subjecting the public to live person-to-person persuasion that may overwhelm a person’s judgment.
[4] The contents of live person-to-person contact can be disputed and may not be subject tothird-party scrutiny. Consequently, they are much more likely to approach (and occasionally cross)the dividing line between accurate representations and those that are false and misleading.
[5] There is far less likelihood that a lawyer would engage in overreaching against a former client,or a person with whom the lawyer has close personal, family, business, or professional relationship,or in situations in which the lawyer is motivated by considerations other than the lawyer’s pecuniary
gain. Nor is there a serious potential for overreaching when the person contacted is a lawyer or is
known to routinely use the type of legal services involved for business purposes. Examples include
persons who routinely hire outside counsel to represent the entity; entrepreneurs who regularly
engage business, employment law, or intellectual property lawyers; small business proprietors whoroutinely hire lawyers for lease or contract issues; and other people who routinely retain lawyers
for business transactions or formations. Paragraph (b) is not intended to prohibit a lawyer fromparticipating in constitutionally protected activities of public or charitable legal service organizations
or bona fide political, social, civic, fraternal, employee, or trade organizations whose purposes
include providing or recommending legal services to their members or beneficiaries.
[6] Any solicitation that contains false or misleading information within the meaning of rule32:7.1, that involves coercion, duress, or harassment within the meaning of rule 32:7.3(c)(2), or thatinvolves contact with someone who has made known to the lawyer a desire not to be solicited by
the lawyer within the meaning of rule 32:7.3(c)(l) is prohibited. Live person-to-person contact ofindividuals who may be especially vulnerable to coercion or duress is ordinarily not appropriate, forexample, the elderly, those whose first language is not English, or the disabled.
[7] This rule does not prohibit a lawyer from contacting representatives of organizations or groups
that may be interested in establishing a group or prepaid legal plan for their members, insureds,
beneficiaries, or other third parties for the purpose of informing such entities of the availability ofand details concerning the plan or arrangement, which the lawyer or lawyer’s firm is willing to offer.
This form of communication is not directed to people who are seeking legal services for themselves.
Rather, it is usually addressed to an individual acting in a fiduciary capacity seeking a supplierof legal services for others who may, if they choose, become prospective clients of the lawyer.
Under these circumstances, the activity which the lawyer undertakes in communicating with such
representatives and the type of information transmitted to the individual are functionally similar toand serve the same purpose as advertising permitted under rule 32:7.2.
[8] Communications authorized by law or ordered by a court or tribunal include a notice topotential members of a class in class action litigation.
[9] Paragraph (e) of this rule permits a lawyer to participate with an organization which uses
personal contact to enroll members for its group or prepaid legal service plan, provided that thepersonal contact is not undertaken by any lawyer who would be a provider of legal services throughthe plan. The organization must not be owned by or directed (whether as manager or otherwise)by any lawyer or law firm that participates in the plan. For example, paragraph (e) would not
permit a lawyer to create an organization controlled directly or indirectly by the lawyer and use
the organization for the person-to-person solicitation of legal employment of the lawyer throughmemberships in the plan or otherwise. The communication permitted by these organizations
must not be directed to a person known to need legal services in a particular matter, but must be
designed to inform potential plan members generally of another means of affordable legal services.
Lawyers who participate in a legal service plan must reasonably ensure that the plan sponsors are incompliance with rules 32:7.1, 32:7.2, and 32:7.3(c).
[Court Order April 20, 2005, effective July 1, 2005; August 29, 2012, effective January 1, 2013; August 28,
2020, effective January 1, 2021]

December 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.83

Rule 32:7.4 RESERVED
Rule 32:7.5 RESERVED
Rule 32:7.6 POLITICAL CONTRIBUTIONS TO OBTAIN GOVERNMENT LEGALENGAGEMENTS OR APPOINTMENTS BY JUDGES
A lawyer or law firm shall not accept a government legal engagement or an appointment by
a judge if the lawyer or law firm makes a political contribution or solicits political contributions
for the purpose of obtaining or being considered for that type of legal engagement or
appointment.
Comment[1] Lawyers have a right to participate fully in the political process, which includes making andsoliciting political contributions for judicial retention election and other public office. Nevertheless,when lawyers make or solicit political contributions in order to obtain an engagement for legal workawarded by a government agency, or to obtain appointment by a judge, the public may legitimately
question whether the lawyers engaged to perform the work are selected on the basis of competence
and merit. In such a circumstance, the integrity of the profession is undermined.
[2] The term “political contribution” denotes any gift, subscription, loan, advance, or deposit ofanything of value made directly or indirectly to a candidate, incumbent, political party, or campaign
committee to influence or provide financial support for retention in a judicial election or election
to other government office. Political contributions in initiative and referendum elections are notincluded. For purposes of this rule, the term “political contribution” does not include uncompensatedservices.
[3] Subject to the exceptions below, (i) the term “government legal engagement” denotes any
engagement to provide legal services that a public official has the direct or indirect power to award;
and (ii) the term “appointment by a judge” denotes an appointment to a position such as referee,commissioner, special master, receiver, guardian, or other similar position that is made by a judge.
Those terms do not, however, include (a) substantially uncompensated services; (b) engagements
or appointments made on the basis of experience, expertise, professional qualifications, and costfollowing a request for proposal or other process that is free from influence based upon politicalcontributions; and (c) engagements or appointments made on a rotational basis from a list compiled
without regard to political contributions.
[4] The term “lawyer or law firm” includes a political action committee or other entity owned orcontrolled by a lawyer or law firm.
[5] Political contributions are for the purpose of obtaining or being considered for a governmental
legal engagement or appointment by a judge if, but for the desire to be considered for thelegal engagement or appointment, the lawyer or law firm would not have made or solicited thecontributions. The purpose may be determined by an examination of the circumstances in which thecontributions occur. For example, one or more contributions that in the aggregate are substantial
in relation to other contributions by lawyers or law firms, made for the benefit of an official in aposition to influence award of a government legal engagement, and followed by an award of thelegal engagement to the contributing or soliciting lawyer or the lawyer’s firm would support aninference that the purpose of the contributions was to obtain the engagement, absent other factorsthat weigh against existence of the proscribed purpose. Those factors may include among others
that the contribution or solicitation was made to further a political, social, or economic interest or
because of an existing personal, family, or professional relationship with a candidate.
[6] If a lawyer makes or solicits a political contribution under circumstances that constitutebribery or another crime, rule 32:8.4(b) is implicated.
[Court Order April 20, 2005, effective July 1, 2005; August 29, 2012, effective January 1, 2013; August 28,
2020, effective January 1, 2021]

Ch 32, p.84

RULES OF PROFESSIONAL CONDUCT

December 2020

MAINTAINING THE INTEGRITY OF THE PROFESSION

Rule 32:8.1 BAR ADMISSION AND DISCIPLINARY MATTERS
An applicant for admission to the bar, or a lawyer in connection with a bar admission
application or in connection with a disciplinary matter, shall not:(a) knowingly make a false statement of material fact; or(b) fail to disclose a fact necessary to correct a misapprehension known by the person tohave arisen in the matter, or knowingly fail to respond to a lawful demand for informationfrom an admissions or disciplinary authority, except that this rule does not require disclosureof information otherwise protected by rule 32:1.6 or Iowa Code section 622.10.
Comment[1] The duty imposed by this rule extends to persons seeking admission to the bar as well as tolawyers. Hence, if a person makes a material false statement in connection with an application foradmission, it may be the basis for subsequent disciplinary action if the person is admitted, and inany event may be relevant in a subsequent admission application. The duty imposed by this rule
applies to a lawyer’s own admission or disciplinary matter as well as that of others. Thus, it is aseparate professional offense for a lawyer to knowingly make a misrepresentation or omission inconnection with a disciplinary investigation of the lawyer’s own conduct. Paragraph (b) of this rulealso requires correction of any prior misstatement in the matter that the applicant or lawyer may
have made and affirmative clarification of any misunderstanding on the part of the admissions or
disciplinary authority of which the person involved becomes aware.
[2] This rule is subject to the provisions of the Fifth Amendment of the United States Constitution
and corresponding provisions of state constitutions. A person relying on such a provision in response
to a question, however, should do so openly and not use the right of nondisclosure as a justification
for failure to comply with this rule.
[3] A lawyer representing an applicant for admission to the bar, or representing a lawyer who
is the subject of a disciplinary inquiry or proceeding, is governed by the rules applicable to theclient-lawyer relationship, including rule 32:1.6, Iowa Code section 622.10, and, in some cases, rule32:3.3.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:8.2 JUDICIAL AND LEGAL OFFICIALS(a) A lawyer shall not make a statement that the lawyer knows to be false or with recklessdisregard as to its truth or falsity concerning the qualifications or integrity of a judge,
adjudicatory officer, or public legal officer, or of a candidate for election or appointment tojudicial or legal office.
(b) A lawyer who is a candidate for judicial office shall comply with the applicable provisionsof the Iowa Code of Judicial Conduct.
Comment[1] Assessments by lawyers are relied on in evaluating the professional or personal fitness of
persons being considered for election or appointment to judicial office and to public legal offices,such as attorney general, prosecuting attorney, and public defender. Expressing honest and candid
opinions on such matters contributes to improving the administration of justice. Conversely, false
statements by a lawyer can unfairly undermine public confidence in the administration of justice.
[2] When a lawyer seeks judicial office, the lawyer should be bound by applicable limitations onpolitical activity.
[3] To maintain the fair and independent administration of justice, lawyers are encouraged tocontinue traditional efforts to defend judges and courts unjustly criticized.
[Court Order April 20, 2005, effective July 1, 2005; August 28, 2020, effective January 1, 2021]

Rule 32:8.3 REPORTING PROFESSIONAL MISCONDUCTDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.85(a) A lawyer who knows that another lawyer has committed a violation of the Iowa Rules ofProfessional Conduct shall inform the appropriate professional authority.
(b) A lawyer who knows that a judge has committed a violation of applicable rules of judicial
conduct shall inform the appropriate authority.
(c) This rule does not require disclosure of information otherwise protected by rule 32:1.6
or Iowa Code section 622.10 or information gained by a lawyer or judge while participating in
an approved lawyers assistance program.
Comment[1] Self-regulation of the legal profession requires that members of the profession initiate
disciplinary investigation when they know of a violation of the Iowa Rules of Professional Conduct.
Lawyers have a similar obligation with respect to judicial misconduct. An apparently isolated
violation may indicate a pattern of misconduct that only a disciplinary investigation can uncover.
Reporting a violation is especially important where the victim is unlikely to discover the offense.
[2] A report about misconduct is not required where it would involve violation of rule 32:1.6 or
Iowa Code section 622.10. However, a lawyer should encourage a client to consent to disclosure
where prosecution of the professional misconduct would not substantially prejudice the client’s
interests.
[3] (Reserved)[4] The duty to report professional misconduct does not apply to a lawyer retained to represent
a lawyer whose professional conduct is in question. Such a situation is governed by the rules
applicable to the client-lawyer relationship and Iowa Code section 622.10.
[5] Information about a lawyer’s or judge’s misconduct or fitness may be received by a lawyer inthe course of that lawyer’s participation in an approved lawyers or judges assistance program. In
that circumstance, providing for an exception to the reporting requirements of paragraphs (a) and (b)of this rule encourages lawyers and judges to seek treatment through such a program. Conversely,
without such an exception, lawyers and judges may hesitate to seek assistance from these programs,
which may then result in additional harm to their professional careers and additional injury to
the welfare of clients and the public. These rules do not otherwise address the confidentiality of
information received by a lawyer or judge participating in an approved lawyers assistance program;
such an obligation, however, may be imposed by the rules of the program or other law.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:8.4 MISCONDUCTIt is professional misconduct for a lawyer to:(a) violate or attempt to violate the Iowa Rules of Professional Conduct, knowingly assist or
induce another to do so, or do so through the acts of another;(b) commit a criminal act that reflects adversely on the lawyer’s honesty, trustworthiness,or fitness as a lawyer in other respects;(c) engage in conduct involving dishonesty, fraud, deceit, or misrepresentation;(d) engage in conduct that is prejudicial to the administration of justice;(e) state or imply an ability to influence improperly a government agency or official or toachieve results by means that violate the Iowa Rules of Professional Conduct or other law;(f) knowingly assist a judge or judicial officer in conduct that is a violation of applicable
rules of judicial conduct or other law; or(g) engage in sexual harassment or other unlawful discrimination in the practice of law or
knowingly permit staff or agents subject to the lawyer’s direction and control to do so.
Comment[1] Lawyers are subject to discipline when they violate or attempt to violate the Iowa Rules ofProfessional Conduct, knowingly assist or induce another to do so or do so through the acts ofanother, as when they request or instruct an agent to do so on the lawyer’s behalf. Paragraph (a),however, does not prohibit a lawyer from advising a client concerning action the client is legally
entitled to take.
[2] Illegal conduct can reflect adversely on fitness to practice law. A pattern of repeated offenses,

Ch 32, p.86

RULES OF PROFESSIONAL CONDUCT

December 2020

even ones of minor significance when considered separately, can indicate indifference to legal
obligation.
[3] A lawyer who, in the course of representing a client, knowingly manifests, by words orconduct, bias or prejudice based upon race, sex, religion, national origin, disability, age, sexual
orientation or socioeconomic status, violates paragraph (d) when such actions are prejudicial to theadministration of justice. Legitimate advocacy respecting the foregoing factors does not violate
paragraph (d). A trial judge’s finding that peremptory challenges were exercised on a discriminatory
basis does not alone establish a violation of this rule. For another reference to discrimination as
professional misconduct, see paragraph (g).
[4] A lawyer may refuse to comply with an obligation imposed by law upon a good faith belief
that no valid obligation exists. The provisions of rule 32:1.2(d) concerning a good faith challenge tothe validity, scope, meaning, or application of the law apply to challenges of legal regulation of thepractice of law.
[5] Lawyers holding public office assume legal responsibilities going beyond those of othercitizens. A lawyer’s abuse of public office can suggest an inability to fulfill the professional role of alawyer. The same is true of abuse of positions of private trust such as trustee, executor, administrator,
guardian, agent, and officer, director, or manager of a corporation or other organization.
[6] It is not professional misconduct for a lawyer to advise clients or others about or to supervise
or participate in lawful covert activity in the investigation of violations of civil or criminal law orconstitutional rights or in lawful intelligence-gathering activity, provided the lawyer’s conduct isotherwise in compliance with these rules. “Covert activity” means an effort to obtain information on
unlawful activity through the use of misrepresentations or other subterfuge. Covert activity may becommenced by a lawyer or involve a lawyer as an advisor or supervisor only when the lawyer ingood faith believes there is a reasonable possibility that unlawful activity has taken place, is taking
place, or will take place in the foreseeable future. Likewise, a government lawyer who supervises orparticipates in a lawful covert operation which involves misrepresentation or deceit for the purposeof gathering relevant information, such as law enforcement investigation of suspected illegal activity
or an intelligence-gathering activity, does not, without more, violate this rule.
[Court Order April 20, 2005, effective July 1, 2005]

Rule 32:8.5 DISCIPLINARY AUTHORITY; CHOICE OF LAW(a) Disciplinary Authority. A lawyer admitted to practice in Iowa is subject to thedisciplinary authority of Iowa, regardless of where the lawyer’s conduct occurs. A lawyer not
admitted in Iowa is also subject to the disciplinary authority of Iowa if the lawyer provides
or offers to provide any legal services in Iowa. A lawyer may be subject to the disciplinary
authority of both Iowa and another jurisdiction for the same conduct.
(b) Choice of Law. In any exercise of the disciplinary authority of Iowa, the rules ofprofessional conduct to be applied shall be as follows:(1) for conduct in connection with a matter pending before a tribunal, the rules of thejurisdiction in which the tribunal sits, unless the rules of the tribunal provide otherwise; and(2) for any other conduct, the rules of the jurisdiction in which the lawyer’s conduct
occurred or, if the predominant effect of the conduct is in a different jurisdiction, the rules ofthat jurisdiction shall be applied to the conduct. A lawyer shall not be subject to discipline if
the lawyer’s conduct conforms to the rules of a jurisdiction in which the lawyer reasonably
believes the predominant effect of the lawyer’s conduct will occur.
Comment
Disciplinary Authority[1] It is longstanding law that the conduct of a lawyer admitted to practice in Iowa is subject tothe disciplinary authority of Iowa. Extension of the disciplinary authority of Iowa to other lawyers
who provide or offer to provide legal services in Iowa is for the protection of the citizens of Iowa.
Reciprocal enforcement of a jurisdiction’s disciplinary findings and sanctions will further advancethe purposes of this rule. See Iowa Ct. Rs. 34.10, .19. A lawyer who is subject to Iowa’s disciplinary
authority under rule 32:8.5(a) appoints the Clerk of the Supreme Court of Iowa to receive serviceof process with respect to Iowa disciplinary matters. The fact that the lawyer is subject to theDecember 2020

RULES OF PROFESSIONAL CONDUCTCh 32, p.87

disciplinary authority of Iowa may be a factor in determining whether personal jurisdiction may beasserted over the lawyer for civil matters.
Choice of Law[2] A lawyer may be potentially subject to more than one set of rules of professional conduct
which impose different obligations. The lawyer may be licensed to practice in more than one
jurisdiction with differing rules, or may be admitted to practice before a particular court with rulesthat differ from those of the jurisdiction or jurisdictions in which the lawyer is licensed to practice.
Additionally, the lawyer’s conduct may involve significant contacts with more than one jurisdiction.
[3] Paragraph (b) seeks to resolve such potential conflicts. Its premise is that minimizing conflicts
between rules, as well as uncertainty about which rules are applicable, is in the best interest ofboth clients and the profession (as well as the bodies having authority to regulate the profession).
Accordingly, it takes the approach of (i) providing that any particular conduct of a lawyer shall be
subject to only one set of rules of professional conduct, (ii) making the determination of which setof rules applies to particular conduct as straightforward as possible, consistent with recognitionof appropriate regulatory interests of relevant jurisdictions, and (iii) providing protection fromdiscipline for lawyers who act reasonably in the face of uncertainty.
[4] Paragraph (b)(1) provides that as to a lawyer’s conduct relating to a proceeding pending
before a tribunal, the lawyer shall be subject only to the rules of the jurisdiction in which the tribunal
sits unless the rules of the tribunal, including its choice of law rule, provide otherwise. As to allother conduct, including conduct in anticipation of a proceeding not yet pending before a tribunal,
paragraph (b)(2) provides that a lawyer shall be subject to the rules of the jurisdiction in which thelawyer’s conduct occurred, or, if the predominant effect of the conduct is in another jurisdiction, therules of that jurisdiction shall be applied to the conduct. In the case of conduct in anticipation ofa proceeding that is likely to be before a tribunal, the predominant effect of such conduct could be
where the conduct occurred, where the tribunal sits, or in another jurisdiction.
[5] When a lawyer’s conduct involves significant contacts with more than one jurisdiction, it may
not be clear whether the predominant effect of the lawyer’s conduct will occur in a jurisdiction otherthan the one in which the conduct occurred. So long as the lawyer’s conduct conforms to the rules ofa jurisdiction in which the lawyer reasonably believes the predominant effect will occur, the lawyer
shall not be subject to discipline under this rule. With respect to conflicts of interest, in determining
a lawyer’s reasonable belief under paragraph (b)(2), a written agreement between the lawyer andclient that reasonably specifies a particular jurisdiction as within the scope of that paragraph may
be considered if the agreement was obtained with the client’s informed consent confirmed in theagreement.
[6] If two admitting jurisdictions were to proceed against a lawyer for the same conduct, theyshould, in applying this rule, identify the same governing ethics rules. They should take allappropriate steps to see that they do apply the same rule to the same conduct, and in all events should
avoid proceeding against a lawyer on the basis of two inconsistent rules.
[7] The choice of law provision applies to lawyers engaged in transnational practice, unlessinternational law, treaties, or other agreements between competent regulatory authorities in theaffected jurisdictions provide otherwise.
[Court Order April 20, 2005, effective July 1, 2005; February 20, 2012; August 28, 2020, effective January
1, 2021]