02/14/2005
A Lawyer Retained to Incorporate a Corporation Generally Represents the Entity to be Incorporated and Not the Incorporator
Manion v. Nagin, et.al., ___ F3d ___, 2005 WL 66346 (8th Cir 2005)
Brief Summary
“Who is the client” can be a difficult question to answer in close corporate situations. This particular case holds that so long as a lawyer confines any legal services to formation of the entity and to the handling of entity matters, a lawyer may be viewed solely as counsel for the entity. On the other hand, lawyers who also act as personal counsel for someone who happens to be the incorporator will be held to have multiple clients. Notably, the case deals only with an entity that is subsequently incorporated. It leaves open the question of whether the “entity rule” would apply where a lawyer is retained to incorporate an entity but incorporation never actually occurs. Query also whether representation of the entity would have been considered representation of its incorporator if Mr. Manion’s intent all along had been to operate the entity as his wholly owned business. Cf. In re Banks, 283 Or 459, 584 P2d 284 (1978).
Hinshaws Lawyers for the ProfessionSM Alert can also be viewed at http://www.lawyeringlaw.com.
