Also known as:same-or-substantially-related · substantially related goods · closely related
Written by attorneys · grounded in primary & secondary sources — see below
A standard for determining whether a current legal matter overlaps sufficiently with a prior representation to trigger imputed disqualification. The test examines whether the factual and legal issues are so closely aligned that confidential information from the earlier matter would likely prove material to the new one.
Sources & Authorities
How it applies
Common Examples
5
Departed Associate's Templates
An aerospace firm considers suing a launch provider on behalf of a satellite startup. Three years earlier a departed associate drafted standardized contract templates for the provider that supplied the termination and risk-allocation clauses now in dispute. No remaining lawyer possesses any confidential information from that work. The firm may accept the engagement because the second prong of the imputation test is not satisfied even though the clauses trace to the prior templates.
Patent Portfolio Overlap
Partner Jones joins a new firm after representing TechCo in a 2019 patent infringement suit against rival ChipCo. The new firm now wants to defend ChipCo in a 2023 suit brought by TechCo over a different patent in the same family. Because the technologies and claim-construction issues substantially overlap, the matters are substantially related and the firm is disqualified.
Put it into practice
Test Yourself
10
Practice Questions5
· 5 primary sources
Select any source to read its text and confirm it supports the definition.
Cases
Federal Rules
Uniform Acts
Model Codes
Restatements
Casebooks
Former Client's Acquisition
Lawyer Lee previously advised SellerCo on environmental liabilities in a factory sale. Two years later Lee’s new firm is asked to represent BuyerCo in a CERCLA action arising from the same factory’s contamination. The factual core and confidential cleanup data make the matters substantially related, barring the representation.
Unrelated Employment Dispute
Associate Rivera helped a hospital defend a 2018 nurse’s wrongful-termination claim. The same hospital now faces a 2024 class-action wage-and-hour suit brought by different nurses. Because the legal theories, time periods, and witnesses are distinct, the matters are not substantially related and the firm may proceed.
Successive Corporate Deals
Partner Patel negotiated a 2020 supply contract for Manufacturer Inc. with Supplier LLC. Patel’s new firm is later asked to sue Supplier LLC for breach of a separate 2023 distribution agreement. The contracts, products, and negotiation teams differ materially, so the matters are not substantially related.
Common questions
Frequently Asked
3
What two conditions must both be satisfied before a firm is prohibited from representing a client adverse to a former client of a departed lawyer?+
The current matter must be the same or substantially related to the prior representation, and a remaining lawyer must possess material confidential information protected by Rules 1.6 and 1.9(c). Both prongs are required under the rule.
Supporting sources
Does the mere fact that contract language derives from templates drafted in a prior representation automatically make the matters substantially related?+
No. The substantial-relationship test looks to whether factual and legal issues overlap so that confidential information would likely be material. Generic templates that do not involve the specific dispute or the adverse party may not satisfy the test when new factual issues dominate.
Supporting sources
Why does the rule focus on whether remaining lawyers possess confidential information rather than on screening?+
Rule 1.10(b) governs departed lawyers and does not authorize screening as a cure. Imputation occurs only when both the substantial-relationship and confidential-information prongs are met, thereby protecting client confidences while allowing lawyer mobility.
Supporting sources
Constitutional LawIndividual rights · Substantive due processNEXTGENFoundational