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Rule 5.1. Responsibilities ofPartners, Managers, and Supervisory Lawyers.

(a)A partner in a law firm, and a lawyer who individually or together with otherlawyers possesses comparable managerial authority in a law firm, shall makereasonable efforts to ensure that the firm has in effect measures givingreasonable assurance that all legal professionals in the firm conform to the applicableRules of Professional Conduct.

(b)A lawyer having direct supervisory authority over another lawyer or other legalprofessional shall make reasonable efforts to ensure that the other lawyer orother legal professional conforms to the applicable Rules of ProfessionalConduct.

(c)A lawyer shall be responsible for another legal professional?s violation of theapplicable Rules of Professional Conduct if:

(c)(1)The lawyer orders or, with knowledge of the specific conduct, ratifies theconduct involved; or

(c)(2)The lawyer is a partner or has comparable managerial authority in the law firmin which the other legal professional practices or has direct supervisoryauthority over the other legal professional, and knows of the conduct at a timewhen its consequences can be avoided or mitigated but fails to take reasonableremedial action.

Comment

[1]Paragraph (a) applies to lawyers who have managerial authority over theprofessional work of a firm. This includes members of a partnership, theshareholders in a law firm organized as a professional corporation and membersof other associations authorized to practice law; lawyers having comparablemanagerial authority in a legal services organization or a law department of anenterprise or government agency; and lawyers who have intermediate managerialresponsibilities in a firm. Paragraph (b) applies to lawyers who havesupervisory authority over the work of other legal professionals in a firm.

[2]Paragraph (a) requires lawyers with managerial authority within a firm to makereasonable efforts to establish internal policies and procedures designed toprovide reasonable assurance that all legal professionals in the firm willconform to the applicable 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 forclient funds and property and ensure that inexperienced legal professionals areproperly supervised. The responsibility for the firm?s compliance withparagraph (a) resides with each partner, or otherlawyer in the firm with comparable authority.

[2a]Utah?s Comment [2] to this Rule differs from the ABA Model Rule?s Comment [2].The Model Rule Comment [2] might suggest the possibility that a firm could bein violation of the Rule without an individual or group of individuals alsobeing in violation. Utah?s Comment [2] makes clear that even though the conceptof firm discipline is possible, a firm should not be responsible in the absenceof individual culpability for a rule violation.

[3]Other measures that may be required to fulfill the responsibility prescribed inparagraph (a) can depend on the firm's structure and the nature of itspractice. In a small firm of experienced legal professionals, informalsupervision and periodic review of compliance with the required systemsordinarily will suffice. In a large firm, or in practice situations in whichdifficult ethical problems frequently arise, more elaborate measures may benecessary. Some firms, for example, have a procedure whereby junior legalprofessionals can make confidential referral of ethical problems directly to adesignated senior partner or special committee. See Rule 5.2. Firms, whetherlarge or small, may also rely on continuing legal education in professionalethics. In any event, the ethical atmosphere of a firm can influence theconduct of all its members and the partners may not assume that all legalprofessionals associated with the firm will inevitably conform to the Rules.

[4]Paragraph (c)(1) expresses a general principle ofpersonal responsibility for acts of another. See also Rule 8.4(a).

[5]Paragraph (c)(2) defines the duty of a partner or other lawyer havingcomparable managerial authority in a law firm, as well as a lawyer who hasdirect supervisory authority over performance of specific legal work by anotherlegal professional. Whether a lawyer has such supervisory authority in particularcircumstances is a question of fact. Partners and lawyers with comparableauthority have at least indirect responsibility for all work being done by thefirm, while a partner or manager in charge of a particular matter ordinarilyalso has supervisory responsibility for the work of other firm legalprofessionals engaged in the matter. Appropriate remedial action by a partneror managing lawyer would depend on the immediacy of that lawyer?s involvementand the seriousness of the misconduct. A supervisor is required to intervene toprevent avoidable consequences of misconduct if the supervisor knows that themisconduct occurred. Thus, if a supervising lawyer knows that a subordinatemisrepresented a matter to an opposing party in negotiation, the supervisor aswell as the subordinate has a duty to correct the resulting misapprehension.

[6]Professional misconduct by a legal professional under supervision could reveala violation of paragraph (b) on the part of the supervisory lawyer even thoughit 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 8.4(a), a lawyer does not have disciplinaryliability for the conduct of a partner, associate or subordinate. Whether alawyer may be liable civilly or criminally for another legal professional?s conductis a question of law beyond the scope of these Rules.

[8]The duties imposed by this Rule on managing and supervising lawyers do notalter the personal duty of each lawyer in a firm to abide by the Rules ofProfessional Conduct. See Rule 5.2(a).