Michigan Rules of Professional Conduct 91 Last Updated 5/1/2024
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 confidentiality of information, conflicts