Ind. Prof. Cond. Rule 5.1

Lawyer

Effective January 1, 2005

(a) A partner in a law firm, and a lawyer who individually or together with other lawyers possess comparable managerial authority in a law firm, shall make reasonable efforts to ensure

that the firm has in effect measures giving reasonable assurance that all lawyers in the firm

conform to the 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 Rules of Professional Conduct.

(c) A lawyer shall be responsible for another lawyer's violation of the Rules of Professional

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, and

knows of the conduct at a time when its consequences can be avoided or mitigated but

fails to take reasonable remedial action.

Comment

[1] Paragraph (a) applies to lawyers who have managerial authority over the professional

work of a firm. See Rule 1.0(c). This includes members of a partnership, the shareholders

in a law firm organized as a professional corporation, and members of other associations

authorized to practice law; 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 the work 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 all lawyers in the firm will conform to the Rules of Professional

Conduct. Such policies and procedures may 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 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 associated with

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 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 performance of 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 least indirect responsibility for all work being done

by the firm, while a partner or manager in charge of a 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 depend on 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

knows that 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 to correct the misrepresentation.

[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 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

criminally for 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 Rules of Professional Conduct. See

Rule 5.2(a).