MRPC Rule 5.1

(a) A partner 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 relevant facts and the specific conduct,

ratifies the conduct involved; or

(2) the lawyer is a partner 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.

Paragraphs (a) and (b) refer to lawyers who have supervisory authority over the professional

work of a firm or a legal department of a government agency. This includes members of a

partnership and the shareholders in a law firm organized as a professional corporation. This also

includes lawyers having supervisory authority in the law department of an enterprise or

government agency and lawyers who have intermediate managerial responsibilities in a firm.

The measures required to fulfill the responsibility prescribed in paragraphs (a) and (b) can

depend on the firm’s structure and the nature of its practice. In a small firm, informal

supervision and occasional admonition ordinarily might be sufficient. In a large firm, or in

practice situations in which intensely difficult ethical problems frequently arise, more elaborate

procedures 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 a lawyer having authority over the work of another

may not assume that the subordinate lawyer will inevitably conform to the rules.

Paragraph (c)(1) expresses a general principle concerning responsibility for acts of another. See

also Rule 8.4(a).

Paragraph (c)(2) defines the duty of a lawyer having direct supervisory authority over

performance of specific legal work by another lawyer. Whether a lawyer has such supervisory

authority in particular circumstances is a question of fact. Partners of a private firm have at least

indirect responsibility for all work being done by the firm, while a partner in charge of a

particular matter ordinarily has direct authority over other firm lawyers engaged in the matter.

Appropriate remedial action by a partner would depend on the immediacy of the partner’s

involvement and the seriousness of the misconduct. The 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

resulting misapprehension.

Michigan Rules of Professional Conduct 70 Updated with MSC order(s)

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.

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.