Reese v. Georgia Power Co.

Benham, Judge,

concurring in part and dissenting in part.

Although I concur with the majority in its treatment of the merits of the grant of summary to Georgia Power, I am compelled to file this dissent because I disagree with the majority’s conclusions concerning the disqualification issue. I am of the opinion that the trial court erred in failing to disqualify the law firm representing both Georgia Power and Standley, and therefore the judgment in favor of Georgia Power must be reversed and the case remanded to allow both defendants to retain new counsel.

1. I do not agree with the majority that Reese has no standing to raise the disqualification issue. The majority’s assertion that “ ‘ “[t]he *130objection that an attorney is disqualified by reason of his representing adverse interests is available only to those as to whom the attorney in question sustains, or has sustained, the relation of attorney and client” [Cit.]’ ” is incorrect. On at least one occasion, this court has heard and decided a case involving a disqualification motion filed by a party who was not previously or at that time represented by the attorney against whom the motion was directed, and this court did not find a standing problem. See First Nat. Bank of Chattooga County v. Rapides Bank &c. Co., 145 Ga. App. 514 (4) (244 SE2d 51) (1978). For other cases in which the conflict of interest issue was examined by our courts even though it was raised by someone other than a client or former client of the attorney in question, see Georgia State Bd. of Pharmacy v. Lovvorn, 255 Ga. 259 (336 SE2d 238) (1985); Georgia Dept. of Human Resources v. Sistrunk, 249 Ga. 543 (291 SE2d 524) (1982); Blumenfeld v. Borenstein, 247 Ga. 406 (276 SE2d 607) (1981); Rivers v. Goodson, 184 Ga. App. 70 (360 SE2d 740) (1987). All of the cases upon which the majority relies are from foreign jurisdictions, and all but Tadier v. American Photocopy Equip. Co., 531 FSupp. 35 (S.D. N.Y.) (1981), were decided before the United States Supreme Court handed down its decision in Wood v. Georgia, 450 U. S. 261 (101 SC 1097, 67 LE2d 220) (1981). In Wood, the United States Supreme Court found that opposing counsel has standing to raise a conflict of interest issue, particularly when the attorney on whom the conflict of interest charge focused would be unlikely to concede that he had continued improperly to act as counsel, and his clients, low level employees of the codefendant, were not capable of protecting their own interests on their own initiative. Id. 450 U. S. at 265. Those elements are present in the case before us. Tadier makes no mention of the Wood case, but still concludes, based on a 1980 New York district court case, that the court should reach the merits of the disqualification motion. That decision is in line with Wood and the opinion of others who have examined the issue in depth. “[Standing to raise the conflict of interest issue is not limited to clients or former clients. An opposing lawyer, whether representing a former client or not, may properly complain about a lawyer’s conflict of interest. The justification for this rule is the public interest in protecting the integrity of the legal process. The right to complain about a conflict of interest, thus, is extended to persons who are placed at a disadvantage by reason of a lawyer’s breach of an ethical duty. . . . [Cit.]” Patterson, “An Analysis of Conflicts of Interest Problems,” 37 Mercer Law Rev. 569, 591 (Winter 1986). (Fn. ommitted.)

2. In addressing the merits of the motion to disqualify, our decision must be based, to a great extent, on those rules, regulations, and ethical considerations to which all members of our state bar must adhere. Standard 36 of the Rules and Regulations of the State Bar of *131Georgia states: “A lawyer shall not continue multiple employment if the exercise of his independent professional judgment on behalf of a client will be or is likely to be adversely affected by his representation of another client, except to the extent permitted under Standard 37 . . . Standard 37 states: “A lawyer may represent multiple clients if it is obvious that he can adequately represent the interest of each and if each consents to the representation after full disclosure of the possible effect of such representation on the exercise of his independent professional judgment on behalf of each. A violation of this standard may be punished by disbarment.” Standard 38 states: “If a lawyer is required to decline employment or to withdraw from employment under Standards 35, 36, or 37, no partner or associate of his or his firm may accept or continue such employment . . . .”

In the case before us, Georgia Power could have taken two positions with regard to its employee Standley, one of which conflicted with his interests and the other of which did not. There would be no conflict (i.e., both parties would benefit) if Standley is shown not to have been acting negligently at the time of the accident, regardless of whether or not he was acting within the scope of his employment. However, there is a conflict if Standley is shown to have been acting outside the scope of his employment when the accident occurred, since that would relieve Georgia Power, but not Standley, of all liability regardless of Standley’s negligence. When Georgia Power moved for summary judgment, its counsel prepared a supporting affidavit in which Standley admitted that he was acting outside the scope of his employment, thereby exposing himself to sole liability for the damages appellant seeks. The seriousness of this conflict made disqualification appropriate. Dunton v. County of Suffolk, 729 F2d 903, 908 (2nd Cir. 1984). Counsel for Georgia Power advocated a position that created a conflict between Georgia Power and its codefendant, the attorney’s other client, thereby impairing “the exercise of [its counsel’s] independent professional judgment on behalf of [Standley,] and [he] is likely to be adversely affected by [counsel’s] representation of [Georgia Power] . . . .” Standard 36, supra. It is also obvious that defendants’ counsel cannot adequately represent the interest of each of the clients. See Standard 37, supra. Moreover, the record contains absolutely no showing that either client consented to the attorney’s multiple employment “after full disclosure of the possible effect of such representation on the exercise of [the attorney’s] independent professional judgment on behalf of each.” Id. The circumstance of representing multiple clients in this manner was inconsistent with defendants’ attorney’s professional obligation to Standley, and created an impermissible appearance of impropriety prohibited by the Canons of Ethics. For that reason, the motion to disqualify should have been granted. Id.; Crawford W. Long Mem. Hosp. &c. v. Yerby, 258 *132Ga. 720, 722 (373 SE2d 749) (1988). This court has previously held that even “potentially conflicting interest [are a sufficient basis upon which to] grant the motion to disqualify the attorney from any further involvement in the case, even though he may have acted in good faith and with the consent of both clients. ‘Where the fact that an attorney represents conflicting interests comes to the attention of the court before which a cause is pending, the court is required to prevent thé attorney from continuing so to act. The test in such cases is not the actuality of conflict, but the possibility that conflict may arise.’ [Cits.]” First Nat. Bank of Chattooga County, supra at 518. That holding was reiterated in Collins v. Levine, 156 Ga. App. 502 (2) (274 SE2d 841) (1980), where this court stated, “[w]e held quite clearly in First Nat. Bank [supra], that where defendants represented by the same counsel have potentially conflicting interests in a case, the counsel should be withdrawn even though he may have acted in good faith and with the consent of both clients.” (Emphasis supplied.) In both cases, this court found that it was error to deny the appellants’ motions to disqualify counsel. See also Young v. Champion, 142 Ga. App. 687 (1) (236 SE2d 783) (1977), in which the same standard was applied and this court found that the trial court properly disqualified the attorney. While it is true that there is no per se rule to disqualify an attorney on the basis of an appearance of impropriety alone, where the appearance is coupled with a conflict of interest, “disqualification is always justified and indeed mandated, even when balanced against a client’s right to an attorney of choice .... In these instances, it is clear that the disqualification is necessary for the protection of the client.” Blumenfeld v. Borenstein, supra at 409. In the case before us, we have a clear conflict of interests, and thus disqualification is mandated. The majority’s position that “ ‘the appearance of impropriety, alone, “is too slender a reed on which to rest a disqualification order except in the rarest case” ’ ” flies in the face of the standard set by the Canons of Ethics and our own Supreme Court. See Crawford W. Long Mem. Hasp., supra at 722. “It is an old and well-established maxim of law that the appearance of evil is as much to be abhorred as is the evil itself .... It goes without citation that an attorney is an officer of the court, and, as such, occupies a unique and high calling with equally high obligations to maintain professional integrity and conduct. This high office as an attorney incapacitates the attorney from representing different interests which are adverse in the sense that they are hostile, antagonistic or in conflict with each other. [Cits.]” Young v. Champion, supra at 689.

It is my solemn belief that we of the judiciary cannot merely pay “lip service” to the ethical standards and boundaries that we are sworn to uphold. The public as a whole has become more aware of the role of ethics in our society. More and more, public scrutiny has fo*133cused on the personal and professional ethics of those who would govern us, and many have been found to be lacking in this regard. When, as here, we are given the opportunity to provide guidance to and instill public trust and confidence in our profession, we can do no less than to let the light of integrity shine. This is particularly true when the reason for failing to do so is, as the majority implies, so as not to “cause delay.” I am convinced that the bench, the bar, and the public deserve better. “ ‘In this State, where the stability of Courts and of all departments of government rests upon the approval of the people, it is peculiarly essential that the system for establishing and dispensing Justice be developed to a high point of efficiency and so maintained that the public shall have absolute confidence in the integrity and impartiality of its administration. The future of this State and the Republic, of which it is a member, to a great extent, depends upon our maintenance of Justice pure and unsullied. It cannot be so maintained unless the conduct and motives of the members of our profession are such as to merit the approval of all just men [and women]’. [Cit.]” Young v. Champion, supra.

Assuming, for the moment, that Standley has not expressed unhappiness with the representation that he has received thus far, it is my opinion that he must be given the opportunity to be represented by counsel that will truly serve as his sole advocate and act in his best interest. Under those circumstances, Georgia Power would also need to retain new counsel pursuant to Standard 38, supra. “ ‘[A]n attorney cannot, upon the termination of any employment, represent one whose interest in the transaction is adverse to that of his former client,’ and . . . the “ ‘ “incapacity of an attorney to represent adverse interests also disqualifies him from representing interest which are in conflict with the interest of his former client, for the obligation of fidelity and loyalty still continues.” ’ ” Summerlin v. Johnson, 176 Ga. App. 336 (335 SE2d 879) (1985) (on motion for rehearing). For all of the reasons discussed, I believe that we should remand the case to the trial court with direction to proceed in a manner not inconsistent with what I have outlined above.

In light of my foregoing analysis of the case, I am of the opinion that the grant of summary judgment to Georgia Power must be reversed on the ground that counsel should have been disqualified. Once the parties are represented by new counsel, the trial court could entertain new motions for summary judgment.

I am authorized to state that Presiding Judge Deen joins in this opinion.