CONFIDENCE OF CLIENT CONTRACT Texas Canons neither prohibit nor compel attorney furnishing to Y, without Xs consent, a copy of partnership contract drafted by attorney for client X, and under which X and Y operated as partners in the past, unless attorney in drafting such contract was in fact representing both X and Y, in which case Y is entitled to a copy.
Canons 6, 34.
Xs attorney received a request from Ys attorney for a copy of a contract drafted by Xs attorney, and under the terms of which X and Y operated as a partnership in past years, the requesting attorney asserting that Xs attorney had represented both X and Y in the drafting of the contract, since he was the only attorney involved. Xs attorney replied that he had never represented Y and that he would not produce a copy of the contract unless Ys attorney obtained Xs consent to the disclosure. Ys attorney replied, reiterating that Xs attorney had in fact represented both X and Y, and threatening to take action through the Bar Association if the copy was not forthcoming.
1. Do the Canons prohibit Xs attorney giving a copy of the contract to Ys attorney without Xs consent?
2. Do the Canons compel Xs attorney to do so?
The ethical question of preserving a client's secrets and confidences under Texas Canon 34, and the legal question of admissibility of evidence regarding confidential communication are not always one and the same, however in this particular case it makes no difference. The contract in question is not a secret or confidence of Xs for the disclosure of which his attorney would need Xs consent within the meaning of Texas Canon 6 and 34. Compare A.B.A. Opinion No. 154. It would be ethical to furnish Ys attorney with a copy of the contract without Xs consent.
On the other hand, there is no Canon or law which requires Xs attorney, as a matter of legal ethics, to furnish Ys attorney with this document without Xs consent, unless in fact Y was also the client of said attorney in the matter of drafting the contract, in which case Y is entitled to a copy, and in which case the attorney's failure to deliver a copy would be unethical. The fact that Y was not represented by any other attorney in that matter is only evidentiary on this issue of fact. (6-0)