Legal Concerns in the Representation of Condominium Associations

Does an attorney representing a condominium association also represent the individual members of the association

In most cases, the identity of an attorneys client is clear. An individual who is alleging a breach of contract against a home contractor is clearly his or her attorneys client. Further, a business that is seeking to recover damages stemming from a fraudulent real estate conveyance is clearly its attorneys client. However, when an entity is composed of individuals, the identification of the client is not always clear.

This client-identification concern is best exemplified in the case of a condominium association. Occasionally, a condominium association is required to be a party in a legal action. While the condominium association is made up of the individual condominium owners and governed by a board, are those individual members or board members themselves also clients of the attorney representing the association

While Maryland law has yet to address the issue of an attorneys representation of individual members of a condominium association and the association itself, there is some guidance. Under the Maryland Lawyers’Rules of Professional Conduct, the constituents of an organizational client are not presumed to be clients of the attorney who is representing the organization. (Rule 1.13, cmt 2). Further, the caselaw of many states supports the idea that [a] lawyer employed or retained by a corporation or similar entity owes his [or her] allegiance to the entity and not to any of its constituent members. (Griva v. Davison). Thus, Maryland and other courts would likely rule that an attorney representing a condominium association does not also represent the individual members or board members of the association.

This distinction can be important. In the context of individual condominium association members, this distinction means that an associations attorney does not hold an allegiance to an owner or board member; thus, an individual owner must insure that his or her opinions on a legal matter are channeled through the association. If an owners opinion is not congruent with the associations position, the associations attorney is not required to adhere to the owners opinion. In the context of attorneys, this clarification means that an attorneys allegiance is only to the association, not to any individual owners. Further, depending on the content of the communication, that there may be no attorney-client privilege for communications between an associations attorney and individual owners/board members because the attorney represents the association and not the individual owners/board members.

This distinction is also true with regard to attorneys representing a corporation. As the United States Circuit Court for the District of Columbia has stated that the status as majority shareholder does not necessarily make him a client of the corporation’s attorneys. Shareholders, even majority shareholders, are not ordinarily deemed the clients of the corporation’s lawyers. (U.S. v. $6,976,934.65).

Longman & Van Grack regularly assists entities and individuals with regard to real estate litigation often addressing condominium associations. Adam Van Grack has represented multiple clients on issues related to real estate and condominiumsat the trial and appellate level. Additionally, Adam regularly assists clients with legal ethics and professional responsibility issues. Call us at (301) 291-5027 if you have any further questions or if you think we can help you out.