Mont. R. Prof'l Conduct 1.13

(a) A lawyer employed or retained by an organization represents the organization acting

through its duly authorized constituents.

(b) If a lawyer for an organization knows that an officer, employee or other person

associated with the organization is engaged in action, intends to act or refuses to act in a

matter related to the representation that is a violation of a legal obligation to the

organization, or a violation of law which reasonably might be imputed to the organization,

and is likely to result in substantial injury to the organization, the lawyer shall proceed as

is reasonably necessary in the best interest of the organization. Unless the lawyer

reasonably believes that it is not necessary in the best interest of the organization to do so,

the lawyer shall refer the matter to higher authority in the organization, including, if

warranted by the circumstances, to the highest authority that can act on behalf of the

organization as determined by applicable law.

(c) Except as provided in paragraph (d), if:

(1) despite the lawyer’s efforts in accordance with paragraph (b) the highest

authority that can act on behalf of the organization insists upon or fails to address in

a timely and appropriate manner an action, or a refusal to act, that is clearly a

violation of law; and

(2) the lawyer reasonably believes that the violation is reasonably certain to result

in substantial injury to the organization, then the lawyer may reveal information

relating to the representation whether or not Rule 1.6 permits such disclosure, but

only if and to the extent the lawyer reasonably believes necessary to prevent

substantial injury to the organization.

(d) Paragraph (c) shall not apply with respect to information relating to a lawyer’s

representation of an organization to investigate an alleged violation of law, or to defend the

organization or an officer, employee, or other constituent associated with the organization

against a claim arising out of an alleged violation of law.

(e) A lawyer who reasonably believes that he or she has been discharged because of the

lawyer’s actions taken pursuant to paragraphs (b) or (c), or who withdraws under

circumstances that require or permit the lawyer to take action under either of those

paragraphs, shall proceed as the lawyer reasonably believes necessary to assure that the

organization’s highest authority is informed of the lawyer’s discharge or withdrawal.

(f) In dealing with an organization’s directors, officers, employees, members, shareholders

or other constituents, a lawyer shall explain the identity of the client when the lawyer knows

or reasonably should know that the organization’s interests are adverse to those of the

constituents with whom the lawyer is dealing.

(g) A lawyer representing an organization may also represent any of its directors, officers,

employees, members, shareholders or other constituents, subject to the provisions of Rule

1.7. If the organization’s consent to the dual representation is required by Rule 1.7, the

consent shall be given by an appropriate official of the organization other than the

individual who is to be represented, or by the shareholders.