Ind. Prof. Cond. Rule 1.2

Authority Between Client and Lawyer

Effective January 1, 2005

(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 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 of the

client as is impliedly authorized to carry out the representation. A lawyer shall abide by a

client's decision whether to settle a matter. In a criminal case, the lawyer shall abide by the client'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 not

constitute an endorsement of the client's political, economic, social or moral views or activities.

(c) A lawyer may limit the scope and objectives of the representation if the limitation is reasonable under the circumstances and the client gives informed consent.

(d) A lawyer shall not counsel a client to engage, or assist a client, in conduct that the lawyer

knows is criminal or fraudulent, but a lawyer may discuss the legal consequences of any proposed course of conduct with a client and may counsel or assist a client to make a good 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

to be 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, must also be made by the client. See Rule 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 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 to accomplish the client's objectives. Clients normally defer to the special knowledge and skill of their lawyer 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 concerns 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, this Rule

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 client and seek a mutually acceptable resolution of the disagreement. If such efforts

are unavailing and the lawyer has a fundamental disagreement with the client, the lawyer

may withdraw from the representation. See Rule 1.16(b)(4). Conversely, the client may

resolve the disagreement by discharging the lawyer. See Rule 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 and subject to Rule 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 to abide by the client's decisions is to be guided by reference to Rule 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 or whose 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 be limited 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 or that the lawyer

regards as repugnant, unethical, 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 is limited 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 to provide competent representation,

the limitation is a factor to be considered when determining the legal knowledge, skill, thor-

oughness and preparation reasonably necessary for the representation. See Rule 1.1.

[8] All agreements concerning a lawyer's representation of a client must accord with the

Rules of Professional Conduct and other law. See, e.g., Rules 1.1, 1.8 and 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 a lawyer a party to the course of action. There is a critical

distinction between presenting an analysis of 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 that the 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 Rule 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 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

not permitted by the 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 1.4(a)(5).