Community Development Clinic Advanced Fellow Matt Walker Fall 2022
By Matt Walker
December 3, 2022
Confidentiality is central to an attorney’s professional relationship with their clients. When representing an individual, there is little doubt as to whom the confidentiality is owed. However, this is not always the case when representing a business entity. Especially when a business entity is newly formed or in the process of being formed, there can be ambiguity in terms of the authorized agents with whom an attorney may confer.
As per the Massachusetts Rules of Professional Conduct, Rule 1.13 (a) “a lawyer employed or retained by an organization represents the organization acting through its duly authorized constituents.” (Note 1) While this may seem simple when representing well-established businesses, issues can more easily arise with new business entities. Typically, this type of relationship begins with an individual as the attorney’s client, but transitions to the business entity as the client after the entity has been formed.
At UMass Law’s Community Development Clinic, we are frequently presented with clients looking to start new business entities and are therefore confronted with the issue of authorized agents quite often. Normally this isn’t an issue with new entities as they are typically sole proprietorships already in existence or entrepreneurs looking to incorporate as non-profits or C-corporations. Occasionally, we are approached by multiple individuals working on one project. Though it happens rarely, disputes over control of a new organization do happen in these situations.
Prior to formally incorporating a business entity, we are representatives of the individuals who come to our clinic. Once we have incorporated their entity, we transition to representatives of the organization rather than the individuals themselves. It is most difficult to determine who we may speak with in a situation where an entity has been formally incorporated before reaching out to the clinic, but where infighting has persisted. In such a situation, to maintain confidentiality, we are forced to look to the board of directors and officers of the organization, regardless of who has approached us on the organization’s behalf.
In one particular instance, we were faced with an organization that had two members claiming to be the organization’s sole representative, neither of whom had any paperwork to prove that the organization was even incorporated. Luckily, we were able to find the organization’s legal name and find its board of directors and officers on the Secretary of the Commonwealth of Massachusetts’ website. We found that both individuals were members of the board of directors which put to rest our fears of having to work with one person over the other, which we knew would cause even more in-fighting.
The project gave us some experience in mediation, and by the end of our semester both individuals cooperated to install one as the new president of the organization while the other chose to leave the organization and pursue a new career. This type of issue is a prime example of how this rule of professional conduct operates in a legal practice and how attorneys can find themselves constrained by confidentiality from the onset of a client’s legal representation.
Fellows at the Community Development Clinic have conducted more than 130 hours of research and client service in cutting-edge areas of law. When Nicole Egan and Mike Masci began the semester, their client presented with a complex set of legal needs. In order to fully address client needs, Egan and Masci engaged in substantive legal research which included topics recently litigated as first impression cases, Municipal Law, and complex property transactions. In light of this research, Egan and Masci were able to craft contractual language which addressed client concerns.
From Left: Fall 2022 CDC Fellows Alejandra Spruill and Stephanie Sabino
Alejandra Spruill and Stephanie Sabino have worked in complex transactions this semester. As Community Development Clinic Fellows, they will have spent around 130 hours drafting transactional documents, negotiating mergers, completing due diligence and meeting with stakeholders. A huge round of applause for these two talented fellows.
Pictured: Stefanie Grimando (left) and Raisa Choudhury (right) are 2022 Community Development Clinic Fellows.
CDC Fellows Raisa Choudhury and Stefanie Grimando have been busy this semester engaging in transactional work. Thus far, they’ve drafted contracts which address novel areas of law and have assisted clients in liability mitigation. By the end of the semester, Raisa and Stefanie will have each spent 130 hours supporting economic growth in our community.
Here at the Community Development Clinic, Student Fellows Andrew Ashkar and Jim Brady started the semester off with a bang–conducting the first client interview at the clinic early last week. Congratulations to Andrew and Jim for their excellent work!
The CDC has brought on several new clients this semester, with student fellows planning to assist them in transactional matters, including contract drafting and the formation of business organizations.
Fellows are busy with legal research, client interviewing, and memo-writing. They are excellent advocates for their clients, and are committed to helping their clients work towards their goals.
The Community Development Clinic was recently featured in an article by reporter Kathryn Gallerani of South Coast Today & The Standard-Times. The article highlights the CDC’s work in the South Coast community, and the wonderful things that UMass law students bring to the table for our clients. Read more here: