A lawyer assists a client to set up a joint venture with another party. The other party is prohibited from being in the business the JV will engage in by a non-compete still in effect, stemming from the sale of his previously owned company. The lawyer creates a shell and multiple DBAs to conceal the participation of the other party from public view. The client is aware of this. A) Has the lawyer violated legal ethics? B) Does the client have exposure if the other party is sued for violation of his non-compete?
I doubt the attorney has violated any ethical violations. If the attorney believed the non-compete was unenforceable or tried to structure the JV to avoid breaching the non-compete he/she would be good shape. Who is "the other party" in part B? You may want to call the Minnesota Lawyers' Professional Responsibility Board. [http://lprb.mncourts.gov/Pages/Default.aspx]
Your description is a bit too hard to follow as it relates to who is who, it will depend on who is the lawyer's client. Let's say that we have partner A and partner B who want to do a joint venture and that partner A is subject to this non-compete. If the lawyer represented both partners A and B in that process, then what you describe would likely be a conflict of interest. However, if the lawyer only represents partner A, then I don't see a problem because the attorney has no obligation to partner B.
Communication (complaint) to the state attorneys' licensing board must take place in writing not by 'phone call'. I suggest you view the relevant sections of the MRPC which is available online at the state courts website.
Tricia Dwyer Esq.
MINNEAPOLIS/ST. PAUL - ST CLOUD. This law firm may accept avvo posters as clients but this post is not legal advice and does not create an attorney-client relationship. This post is to be considered general information which may or may not apply to your personal situation. Please do seek private attorney counsel as to your personal legal issues and needs.
Forget legal ethics. The attorney is not immune from being sued for conspiracy or interference with contract or any other applicable business tort for the assistance he's given to A and B when forming and structuring a company that he knows B may not lawfully join. To the extent the attorney is guilty of some such tort then, yes, of course that is also a violation of legal ethics. Your own attorney must evaluate all the facts, however, to come to a conclusion that takes into account the entire situation.
The above response is general information ONLY and is not legal advice, does not form an attorney-client relationship, and should NOT be relied upon to take or refrain from taking any action. I am not your attorney. You should seek the advice of competent counsel before taking any action related to your inquiry.
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