MRPC Rule 5.7

(a) A lawyer shall be subject to the Michigan Rules of Professional Conduct with respect to the

provision of law-related services, as defined in paragraph (b), if the law-related services are

provided:

(1) by the lawyer in circumstances that are not distinct from the lawyer’s provision of legal

services to clients; or

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(2) in other circumstances by an entity controlled by the lawyer individually or with others

if the lawyer fails to take reasonable measures to assure 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 in

conjunction 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.

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

for whom the law-related services are performed fails to understand that the services may not

carry with them 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 maintain professional independence apply to the provision of law -

related services when that may not be the case.

Rule 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 regardless of whether the law-related services are performed through a law firm or a separate

entity. This rule identifies the circumstances in which all the Michigan Rules of Professional

Conduct apply to the provision of law-related services. Even when those circumstances do not

exist, however, the conduct of a lawyer involved in the provision of law-related services is

subject to those rules that apply generally to lawyer conduct, regardless whether the conduct

involves the provision of legal services. See, e.g., Rule 8.4.

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 providing the law-related

services must adhere to the requirements of the Michigan Rules of Professional Conduct as

provided in paragraph (a)(1). Even when the law-related and legal services are provided in

circumstances that are distinct from each other, for example through separate entities or different

support staff within the law firm, the Michigan Rules of Professional Conduct apply to the

lawyer as provided in paragraph (a)(2) unless the lawyer takes reasonable measures to assure 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.

Law-related services also may be provided through an entity that is distinct from that through

which the lawyer provides legal services. If the lawyer individually or with others has control of

such an entity’s operations, this rule requires the lawyer to take reasonable measures to assure

that each person using the services of the entity knows that the services provided by the entity

are not legal services and that the Michigan 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.

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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 1.8(a).

In taking the reasonable measures referred to in paragraph (a)(2) to assure that a person using

law-related services understands the practical effect or significance of the inapplicability of the

Michigan Rules of Professional Conduct, the lawyer should communicate to the person receiving

the law-related services, in a manner sufficient to assure that the person understands the

significance of the fact, that the relationship of the person to the business entity will not be a

client-lawyer relationship. The communication should be made, preferably in writing, before

law-related services are provided or before an agreement is reached for provision of such

services.

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 than

someone unaccustomed to making distinctions between legal services and law-related services,

such as an individual seeking tax advice from a lawyer-accountant or investigative services in

connection with a lawsuit.

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 to

minimize 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

with respect 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, a lawyer will be responsible for assuring that both the lawyer’s conduct and,

to the extent required by Rule 5.3, that of nonlawyer employees in the distinct entity that the

lawyer controls, comply in all respects with the Michigan Rules of Professional Conduct.

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 title

insurance, financial planning, accounting, trust services, real estate counseling, legislative

lobbying, economic analysis, social work, psychological counseling, tax preparation, and patent,

medical, or environmental consulting.

When a lawyer is obliged to accord the recipients of such services the protections of those rules

that apply to the client-lawyer relationship, the lawyer must take special care to heed the

proscriptions of the rules addressing conflicts of interest, and to scrupulously adhere to the

requirements of Rule 1.6 relating to disclosure of confidential information. The promotion of the

law-related services must also in all respects comply with Rules 7.1 through 7.3, dealing with

advertising and solicitation. In that regard, lawyers should take special care to identify the

obligations that may be imposed as a result of a jurisdiction’s decisional law.

When the full protections of all the Michigan Rules of Professional Conduct do not apply to the

provision of law-related services, principles of law external to the rules, for example, the law of

principal 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

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confidentiality of information, conflicts of interest, and permissible business relationships with

clients. See also Rule 8.4 (Misconduct).

RULES 6.1–6.6. PUBLIC SERVICE.