Client Sets Objectives

Client Sets Objectives

The client decides what the representation is for. Under Model Rule 1.2(a), a lawyer shall abide by the client's decisions concerning the objectives of the representation, subject to paragraphs (c) and (d).¹ An objective is the end the client hired the lawyer to reach. The rule gives that choice to the client because, as Professors Hazard and Hodes and attorney Jarvis explain, "[t]he lawyer 'shall abide' by the client's desires with respect to objectives, because realization of those objectives is the very reason the client-lawyer relationship was established in the first place."² A lawyer who could overrule a goal the lawyer thought unwise would be changing the purpose of the engagement. How the objective is pursued is a separate question, taken up in the next section.

The client may choose an objective other than winning. The client has the power to define the objectives of the representation, and they may not always be the simple goal of success in litigation or a transaction.³ A defendant may value a quiet, early resolution above vindication at trial. A seller may care more about finding a buyer who will keep the employees than about the highest price. The lawyer takes the objective as the client states it.

Abiding by an objective does not require silence. If the lawyer thinks the objectives are not in the client's own best interests, or are of questionable legality, the lawyer should discuss the matter with the client.⁴ The client who hears those concerns and still chooses the original course has decided with the benefit of the lawyer's advice, and the lawyer then abides by that choice.

The lawyer may not substitute the lawyer's own goals for the client's. Under no circumstances may a lawyer surreptitiously subvert the client's objectives or put the lawyer's own objectives in their place.⁵ The temptation to do so is particularly strong for the legislative drafter.⁶

A lawyer who cannot in conscience pursue the client's objective has a lawful exit: withdrawal. If the client is dedicated to an objective that is deeply and morally offensive to the lawyer, withdrawal is the appropriate response.⁷ The client holds a matching power. The client ordinarily may control the relationship by discharging or threatening to discharge the lawyer, while the lawyer ordinarily may withdraw if there is a fundamental disagreement with the client.⁸ The two exits differ in what the client learns. Withdrawal discloses the disagreement and lets the client find another lawyer. Secret substitution conceals it and leaves the client believing the objective is still being pursued.

Staying in the engagement does not make the lawyer a supporter of the client's cause. A lawyer's representation of a client, including representation by appointment, does not constitute an endorsement of the client's political, economic, social, or moral views or activities.⁹ The lawyer carries out the client's lawful objectives without adopting the client's views.

The duty to abide reaches only lawful objectives. Rule 1.2(a) is itself subject to paragraphs (c) and (d), and a lawyer is bound by the client's decisions on objectives unless they are criminal or fraudulent.¹⁰ A client whose objective is to conceal an ongoing fraud from regulators therefore receives no deference on that objective, and the limits on the lawyer's assistance appear in the section on the crime or fraud limit below. Where the client appears to suffer from diminished capacity that may impair the ability to decide on objectives, the lawyer looks to Model Rule 1.14.¹¹