Multistate Professional Responsibility Examination (MPRE) Law Firms, Counselors, and Nonadjudicative Roles Syllabus

Under Rule 2.4(b), what must a lawyer-neutral explain to unrepresented parties?

The lawyer must inform unrepresented parties that the lawyer is not representing them, and when the lawyer knows or reasonably should know a party does not understand the lawyer's role, the lawyer must explain the difference between the neutral role and representing a client.

How does a lawyer's role as a third-party neutral differ from the role of an advisor or advocate?

A third-party neutral does not represent any party; the neutral helps non-client parties resolve a dispute, owing no client duties of loyalty/confidentiality to them, unlike an advisor or advocate who represents one client's interests.

Under Rule 1.13(a), who is the client when a lawyer represents an organization?

The lawyer represents the organization (the entity) itself, acting through its duly authorized constituents, not the individual officers, directors, employees, or shareholders.

Under Rule 1.13(b), what must a lawyer do upon learning that a constituent is engaged in action (or refusal to act) that violates a legal obligation to the organization or law and is likely to cause substantial injury to the organization?

The lawyer must proceed as is reasonably necessary in the best interest of the organization, ordinarily referring the matter to higher authority, including, if warranted, the highest authority that can act on the organization's behalf.

Under Rule 1.13(c), when may a lawyer report information relating to the representation OUTSIDE the organization ('reporting out')?

When the highest authority insists upon or fails to address, in a timely and appropriate manner, a clear violation of law, and the lawyer reasonably believes the violation is reasonably certain to result in substantial injury to the organization—then the lawyer may reveal information whether or not Rule 1.6 permits, but only to the extent necessary to prevent substantial injury.

What is the exception to Rule 1.13(c) reporting-out (per Rule 1.13(d))?

The reporting-out authority does NOT apply when the lawyer was retained to investigate an alleged violation of law or to defend the organization or a constituent against a claim arising out of an alleged violation of law.

Under Rule 1.13(f), what is the corporate 'Miranda' / Upjohn warning duty?

In dealing with an organization's constituents, when the lawyer knows or reasonably should know that the organization's interests are adverse to those of the constituents, the lawyer must explain that the lawyer represents the organization, not the constituent.

Under Rule 1.13(g), may an organizational lawyer also represent an individual constituent (dual representation)?

Yes, subject to Rule 1.7's conflict rules. If consent is required, it must be given by an appropriate official of the organization other than the individual being represented, or by the shareholders.

Under Rule 1.13(e), what protection exists for a lawyer discharged or withdrawing after reporting up or out?

The lawyer must proceed as reasonably necessary to assure that the organization's highest authority is informed of the discharge or withdrawal.

In a joint representation of co-clients, who holds the privilege and what happens to confidentiality between them?

There is generally no privilege between the jointly represented clients themselves; information must usually be shared among co-clients, and the privilege is held jointly so one client typically cannot assert it against another in later disputes between them.

When identifying the client, what is the key question for a lawyer who deals with an entity through its agents?

Whether the lawyer's professional duties run to the entity itself or to the individual constituent; absent agreement otherwise, the entity is the client (Rule 1.13), and the lawyer must clarify when interests diverge.

For a lawyer representing a partnership or unincorporated association, who is the client?

The organization (the partnership/association) is the client, not the individual partners or members, unless the lawyer has separately agreed to represent an individual as well.

How do government lawyers' client-identification questions differ from private practice?

A government lawyer may represent the government agency, the government as a whole, or the public interest, and may have authority concerning legal matters that ordinarily rests with the client in private practice; the relevant 'client' is defined by law and may differ from a private organizational client.

Under the Rules, what special authority do government lawyers have that private lawyers typically lack?

Government lawyers may have authority to make decisions normally reserved to the client (e.g., whether to settle or appeal in the public interest), because their 'client' and authority are defined by constitutional, statutory, and other law.

What is a defining feature of public-interest/legal-aid representation regarding the client?

The individual served is the client and is owed full duties of competence, loyalty, and confidentiality, even though the organization is funded to serve a class or the public; the funder is not the client and cannot direct the representation (see also Rule 5.4(c)).

Under Rule 7.1, what is the core prohibition for communications about a lawyer's services?

A lawyer shall not make a false or misleading communication about the lawyer or the lawyer's services.

Under Rule 7.1, when is a communication considered 'false or misleading'?

When it contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement considered as a whole not materially misleading.

Under Rule 7.1, are truthful statements about past results permitted?

They may be misleading if presented so as to lead a reasonable person to form an unjustified expectation of similar results, or if they create unsubstantiated comparisons with other lawyers; appropriate qualifying language may be required.

Under Rule 7.2(a), through what media may a lawyer advertise services?

A lawyer may communicate information about services through any media (e.g., print, broadcast, internet), so long as the communication is not false or misleading under Rule 7.1.

Under Rule 7.2(b), what is the general rule about giving something of value for recommending a lawyer's services?

A lawyer shall not give anything of value to a person for recommending the lawyer's services, subject to enumerated exceptions.

List the main exceptions to the no-payment-for-recommendations rule in Rule 7.2(b).

A lawyer may: (1) pay the reasonable costs of advertisements/communications; (2) pay the usual charges of a legal service plan or a qualified lawyer referral service; (3) pay for a law practice purchase under Rule 1.17; (4) refer clients by reciprocal agreement if not exclusive and the client is informed; and (5) give nominal gifts of gratitude not intended as inducement.

Under Rule 7.2(d) (formerly 7.2(c)), what identifying disclosure must any communication about services include?

It must include the name and contact information of at least one lawyer or law firm responsible for its content.

Under Rule 7.3(a), how is 'solicitation' defined?

A solicitation is a communication initiated by or on behalf of a lawyer that is directed to a specific person the lawyer knows or reasonably should know needs legal services in a particular matter, and that offers to provide legal services.

Under Rule 7.3(b), what is the general prohibition on live solicitation?

A lawyer shall not solicit professional employment by live person-to-person contact (in-person, live telephone, or real-time electronic) when a significant motive is the lawyer's pecuniary gain, unless an exception applies.

List the three categories of persons a lawyer MAY solicit by live person-to-person contact under Rule 7.3(b).

(1) Another lawyer; (2) a person with whom the lawyer has a family, close personal, or prior professional relationship; and (3) a person who routinely uses the type of legal services involved for business purposes.

Under Rule 7.3(c), even when solicitation is otherwise permitted, when is it prohibited?

When the target has made known a desire not to be solicited, or the solicitation involves coercion, duress, or harassment.

Under Rule 7.3(d), what is required for communications under a legal service plan or lawyer referral service?

A lawyer may participate in and pay the usual charges of a legal service plan or qualified lawyer referral service that uses live person-to-person contact to enroll members or sell subscriptions, provided the plan/service itself is not owned/directed by the lawyer and does not engage in conduct the lawyer is prohibited from doing.

Why is live person-to-person solicitation treated more strictly than written or recorded advertising?

Live contact creates a heightened risk of overreaching, intimidation, and undue influence on a vulnerable layperson who has no chance to reflect, and it is not subject to third-party scrutiny—dangers largely absent from written, recorded, or electronic communications.

Under Rule 7.1 and the 7.4-style provisions, what may a lawyer state about fields of practice and specialization?

A lawyer may communicate the fields in which the lawyer practices or limits practice, but may not state or imply certification as a 'specialist' unless certified by an organization approved/accredited by an appropriate authority, with the certifying organization's name clearly identified.

Under the firm-name rules (Rule 7.1/7.5-style), what is the basic limit on law firm names and letterheads?

A firm may use a trade name or the names of lawyers so long as it is not false or misleading; it may not imply a connection with a government agency or public/charitable legal services organization, and the name of a lawyer holding public office may not be used during any substantial period the lawyer is not actively and regularly practicing with the firm.

Under the firm-name rules, may a multistate firm use the same name in each jurisdiction, and how are non-licensed lawyers indicated?

Yes—a firm with offices in more than one jurisdiction may use the same name in each, but identification of lawyers in an office must indicate the jurisdictional limitations of those not licensed to practice where the office is located.