THE BANK OF HARTFORD, INC. v. ALDA BULTRON, ET AL
NO. SP-H-9296-65684; H#999
SUPERIOR COURT OF CONNECTICUT
JUDICIAL DISTRICT OF HARTFORD-NEW BRITAIN HOUSING SESSION, AT HARTFORD
1992 Conn. Super. LEXIS 3551
December 21, 1992, Decided
RULING ON PLAINTIFF’S MOTION TO DISQUALIFY DEFENDANT’S COUNSEL
This matter is before the court in connection with plaintiff’s motion to disqualify defendant’s counsel, a staff attorney employed by Neighborhood Legal Services, Incorporated (NLS). Plaintiff argues that because Neighborhood Legal Services is incorporated, and because corporations are customarily prohibited from practicing law, NLS and its attorneys likewise should be prohibited from practicing law. Plaintiff’s claim raises questions concerning the relationship between: (1) the ethical responsibilities and obligations of an attorney; (2) the characteristics and purposes of a corporation; and (3) the special role of legal aid organizations in the administration of justice. For the reasons set forth below plaintiff’s motion is denied.
The basic facts giving rise to this motion are essentially undisputed. In April, 1992, plaintiff took title by foreclosure to the building in which defendants reside. In May, plaintiff initiated the present summary process action, alleging that for various reasons (principally that defendants permitted their apartment to be used for the sale of illegal drugs) it was entitled to possession of the apartment. n1 Attorney Wilfred Rodriguez of Neighborhood Legal Services appeared on behalf of defendant Alda Bultron. His written appearance indicated that he, not NLS, was counsel of record for Bultron.
n1 In its December 3, 1992, Memorandum of Decision the Court entered judgment for the defendant, ruling, inter alia, that plaintiff’s notice to quit was defective, thereby depriving the court of subject matter jurisdiction.
Neighborhood Legal Services, Inc., is a non-profit, non-stock corporation that was organized in March, 1966, in accordance with Connecticut corporation law, for the purpose of “employing attorneys and staff members to provide legal services to low income persons on all matters consistent with the needs of such clients and in a manner consistent with the ethics of the legal profession.” Certificate of Incorporation of Neighborhood Legal Services, Inc., Article 2. n2 Neighborhood Legal Services represents clients in civil matters only.
n2 Neighborhood Legal Services was organized “generally, to promote; encourage, perform and engage in charitable, educational and scientific activities, projects and undertakings and to aid, assist, and support organizations, institutions, agencies, societies or associations organized and operating for charitable, scientific or educational purposes.” Certificate of Incorporation of Neighborhood Legal Services, Inc., Article 2.
One of the incorporators was Jon O. Newman, now Circuit Judge, United States Court of Appeals, Second Circuit. Robert Satter, presently Senior Trial Judge of the Superior Court, drafted the Articles of Incorporation.
In 1974 the United States Congress passed the Legal Services Corporation Act of 1974, Pub. L. No. 93-355 (codified as amended at 42 U.S.C. § 2996). Congress found that “there is a need to provide high quality legal assistance to those who would be otherwise unable to afford adequate legal counsel; 42 U.S.C. § 2996(2); and that “attorneys providing legal assistance must have full freedom to protect the best interests of their clients in keeping with the Code of Professional Responsibility, the Canon of Ethics, and the high standards of the legal professions.” 42 U.S.C. § 2996(6). Consistent with its findings Congress created the Legal Services Corporation n3 and authorized it to “provide financial assistance to eligible clients”, and to enter into contracts for that purpose with “individuals, partnerships, firms, corporations, and nonprofit organizations.” 42 U.S.C. § 2996e(1)(A). (Emphasis supplied). Congress also prohibited the Corporation or its grantees from “interfering with any attorney in carrying out his professional responsibilities to his client as established in the Canons of Ethics and the Code of Professional Responsibility of the American Bar Association.” 42 U.S.C. § 2996e(1)(A)(3). Regulations adopted to implement the Act require each recipient of funds to have a governing body such as a board of directors. The governing body “shall establish and enforce broad policies governing the operation of a recipient, but shall not interfere with any attorney’s professional responsibilities to clients.” 45 CFR § 1607.4(b).
n3 The Legal Services Corporation Act of 1974 was created to replace the federal legal services program under the Office of Economic Opportunity. The 1974 Legal Services Act became necessary with the dismantling of the Office of Economic Opportunity in 1973. See H. R. Rep. No. 93-247, 93rd Cong., 2d Sess. (1974).
As a recipient of federal funds from the Legal Services Corporation, NLS is subject to the terms and conditions imposed by that legislation. n4 It is governed by a Board of Directors. The Board, while setting overall program priorities for the organization, is prohibited from participating in the attorney-client relationship. The day to day operations of NLS are the responsibility of its Executive Director who is charged, inter alia, with the administration of the budget, hiring and supervision of staff and establishment of program priorities.
n4 “Recipient” is defined as “any grantee or contractor receiving financial assistance from the [Legal Services] Corporation under section [ 42 U.S.C. 2996e (a)(1)] of the Act.” 45 CFR § 1601.3.
If a prospective client is determined to be financially and programmatically eligible for services his case is assigned to an NLS staff attorney. The attorney is given plenary authority and responsibility for the client’s representation. Consistent with federal law and its own policies the Board of Directors does not involve itself, directly or indirectly, in any aspect of a client’s case. All decisions concerning strategy and tactics are reserved to the attorney and client, consistent with the allocation of responsibility between the two as prescribed by Rule 1.2 of the Rules of Professional Conduct.
I.
Plaintiff’s motion to disqualify defendant’s counsel rests on a simple syllogism: (1) Neighborhood Legal Services is a corporation; (2) corporations are prohibited from practicing law; (3) therefore NLS and its attorneys should also be barred from practicing law. Because this issue has not been decided previously it is appropriate to indicate what this case does not involve. It does not concern the question of whether indigent clients are constitutionally entitled to appointed counsel at state expense in civil proceedings. Powell v. Alabama, 287 U.S. 45, 53 S. Ct.. 55, 77 L.Ed. 158 (1932); Gideon v. Wainwright, 372 U.S. 335, 83, S.Ct. 792, 9 L.Ed. 2d 799 (1963); In Re Martin-Trigona, 737 F.2d 1254 (2nd Cir. 1984); on remand 592 F. Supp. 1566, affirmed 763 F.2d 140, certiorari denied 196 S.Ct 807, 474 U.S. 1061, 88 L.Ed. 2d 782. Nor does this case raise the issue of whether attorneys employed by legal services agencies are subject to different ethical obligations and rules of procedure than all other lawyers. Rather, it concerns the more limited question of whether attorneys employed by a non-profit corporation are incapable, by virtue of their employment by the corporation, from discharging their professional obligations to their clients, as required by the Rules of Professional Conduct. As previously noted, resolution of that question requires consideration of an attorney’s ethical obligations to a client; the nature and purpose of a corporate organization; and the role of legal services organizations in our system of justice.
A.
Almost fifty year ago our Supreme Court stated “The practice of law is not a craft or a trade; it is a profession the main purpose of which is to aid in the doing of justice according to law between the State and the individual and between man and man. The occasions upon which an attorney may be required to act touch, in many instances, the deepest and most precious concern of men, women and children. They may involve the liberty, the property, the happiness, the character and the life of his client.” Rosenthal v. State Bar Examining Committee, 116 Conn. 410, 414 (1933). As a result, admission to practice law in Connecticut is open only to those individuals who have proved to the satisfaction of the court that they meet the exacting requirements for admission to the bar set forth in General Statutes § 51-80 and C.P.B. § 16.
The two principal requirements for admission are that the applicant possess sufficient general knowledge and special qualifications as to learning in the law, on the one hand, and be of good moral character, on the other. State Bar Association of Connecticut v. The Connecticut Bank and Trust Company, 145 Conn. 222 (1958); C.P.B. § 16. As to the latter, Mr. Justice Frankfurter wrote, “From a profession charged with such responsibilities there must be exacted those qualities of truth-speaking, of a high sense of honor, of granite discretion, of the strictest observance of fiduciary responsibility that have, throughout the centuries, been compendiously described as ‘moral character'”. Schware v. Board of Bar Examiners, 353 U.S. 232, 247, 77 S.Ct. 752, 761, 1 L.Ed.2d 796 (1957) (Frankfurter, J., concurring).
Once admitted to the bar an attorney must adhere to the obligations imposed by the Rules of Professional Conduct. State v. Jackson, 162 Conn. 440 (1972). The Preamble to the Rules notes that a “lawyer is a representative of clients, an officer of the legal system and a public citizen having special responsibility for the quality of justice.” Accordingly, the Rules impose on an attorney a set of obligations which govern his conduct with respect to these facets of his professional life. In the context of the attorney-client relationship Part 1 of the Rules “set forth the core principles of the law of lawyering, dealing with competency, communication, confidentiality and loyalty.” 1 G. Hazard and Hodes, The Law of Lawyering § 1:101 (1991). A lawyer shall be competent and diligent; he must maintain confidentiality of communications, and avoid conflicts of interest so that the client is always assured of his lawyer’s undivided loyalty. Connecticut Rules of Professional Conduct, Rules 1.1-1.10. The essence of the attorney-client relationship was described by the Court in State Bar Association v. Connecticut Bank & Trust Co., supra. “The relation of an attorney to his client is pre-eminently confidential. It demands on the part of the attorney undivided allegiance, a conspicuous degree of faithfulness and disinterestedness, absolute integrity and utter renunciation of every personal advantage conflicting in any way directly or indirectly with the interest of his client.” Id., 235.
With this as background we turn to the question of whether the practice of law by a corporation is inconsistent with the fundamental nature of the attorney-client relationship and the obligations imposed by the Rules of Professional Conduct. It is appropriate to consider first the purpose and characteristics of a corporation.
B.
In 1613 Lord Coke described the essential elements of a corporation. “A corporation aggregate of many is invisible, immortal and rests only in intendment and consideration of the law. They can’t commit treason, nor be outlawed, nor excommunicate, for they have no souls, neither can they appear in person, but by attorney. A corporation aggregate of many can’t do fealty, for an invisible body can neither be in person nor swear, it is not subject to imbecilities or death of the natural body and divers other cases.” Suttons Hospital, 10 Coke’s Rep. 1, 32 (1613). Chief Justice Marshall later wrote that a corporation is, “an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers Upon it, either expressly, or as incidental to its very existence.” Dartmouth College v. Woodward, 4 Wheat. 518, 636 (1819) . The central point of these and later definitions; 1A Fletcher, Cyclopedia of the Law of Private Corporations § 25 (rev’d 1991); is that a corporation exists separate and apart from its owners, directors and officers. Because it is solely an artificial construct of law, it has no personal attributes and therefore cannot assume or discharge individual, personal responsibilities. “It cannot be deemed a moral agent, subject to moral obligations; nor can it, like a natural person, be subject to personal suffering.” J. Angell and S. Ames, A Treatise on the Law of Private Corporations 3 (2nd Ed. 1972). It is the corporation’s inherent inability to discharge the professional obligations of an attorney that forms the basis, in part, for the prohibition against corporations practicing law. State Bar Association v. Connecticut Bank and Trust Company, 145 Conn. 222 (1945). See, § C, infra.
Modern corporation codes, including Connecticut’s, recognize three levels of corporate influence and decision making: stockholders, boards of directors and officers. General Statutes § 33-313 et seq; S. Cross, Connecticut Corporation Law and Practice, § 4.1 (1989). Generally, the shareholders elect the board of directors. The board is delegated authority to manage or direct the management of the business. The officers are responsible for the day to day operation of the corporation consistent with policies adopted by the directors. n5 Id.
n5 “An enterprise engaged in any business or enterprise which may lawfully be carried on by a corporation may be incorporated in Connecticut under the Stock or Nonstock Corporation Act, with a few exceptions.” S. Cross, Connecticut Corporation Law and Practice § 2.1 (1989); General Statutes § 33-2869(a) and 423(a). If the investors intend for the corporation’s income to be distributed to them, the business must be organized pursuant to the Stock Corporation Act. If distribution of income is not intended then the Nonstock Corporation Act is usually chosen. Cross, Supra. “A corporation is “nonprofit” if no part of its income is distributable to its members, directors or officers, provided the payment of reasonable compensation for services rendered, the granting of benefits to members in conformity with the corporation’s nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by this chapter shall not be deemed a distribution of income.” C.G.S. § 33-421(1). “Tradition holds those corporation dedicated to eleemosynary, religious or educational activities be organized as nonstock corporations.” Cross, supra. General Statutes § 33-182a authorizes creation of a professional corporation. This provision permits members of a profession required by law to obtain a license as a condition of practice, such as physicians and lawyers, to organize as a professional corporation. Its distinguishing characteristic is that it have “as its shareholders only individuals who themselves are licensed . . . to render the same professional service as the corporation.” General Statutes § 33-182a(2). Because the Legal Services Corporation Act and implementing regulations require that “at least one-third of a governing body shall be, when selected, eligible clients”; 42 U.S.C. 8 2996f(c); 45 C.F.R. § 1607-3(d); Neighborhood Legal Services could not organize as a professional corporation and thereby avoid the complaint raised by plaintiff.
Both the officers and directors must “administer the corporate affairs for the good and benefit of all stockholders, and exercise their best care, skill and judgment for the management of the corporate business and act solely in the interest of the corporation.” 2 Fletcher Cyclopedia of the Law of Private Corporations, § 278 (1990, rev’d). In one of the earliest formulations of the fiduciary duty owed to the corporation, the United States Supreme Court noted that directors and officers must act as would “ordinarily prudent and diligent men . . . under similar circumstances, and in determining that . . . the usages of business should be taken into account.” Briggs v. Spaulding, 141 U.S. 132, (1891). Described in contemporary terms as the “business judgment rule,” the fiduciary duty of officers and directors imposes a “duty of loyalty which prohibits faithlessness and self-dealing.” D. Block, The Business Judgment Rule, p. 1 (1989); Katz Corporation v. T. H. Canty & Co., 168 Conn. 201 (1975). The paramount obligation of employees, officers and directors, in short, is to the corporation. That obligation, it is believed, may be inconsistent with an attorney’s obligation to his client. In Re Education Law Center, N.J. 429, A.2d 1051 (1989). See, § C, infra.
C.
Courts and commentators have concluded that the nature and purpose of the corporate entity and the duty of loyalty owed to it is inconsistent with the practice of law. Connecticut, for example, holds that a corporation is inherently incapable of discharging the personal responsibilities and obligations which inhere in the practice of law.
The relationship of an attorney to his client is pre-eminently confidential. It demands on the part of the attorney undivided allegiance, a conspicuous degree of faithfulness and disinterestness, absolute integrity and utter renunciation of every personal advantage conflicting in any way directly or indirectly with the interests of his client. Only a human being can conform to these exacting requirements. Artificial creations such as corporations or associations cannot meet these prerequisites and therefore cannot engage in the practice of law.
State Bar Association v. Connecticut Bank & Trust Company, supra, 234 (emphasis supplied). n6 See, also, 1A Fletcher, Cyclopedia of the Law of Private Corporations, § 97 (1983). Annot., 26 A.L.R. 4th 614 (1983). Further, because of its inanimate nature, a corporation may lack sensitivity to the needs of our system of justice and commitment to its fair and efficient operation. Unlike licensed attorneys, a corporation is not subject to the direct control and discipline of the court. Id.
n6 In his treatise on Connecticut Corporations Attorney Cross notes that although, “of course it is settled law that a corporation cannot practice law,” citing Grievance Committee v. Dacey, 154 Conn. 129 (1965), certificates of incorporation for organizations designed to provide legal services have been duly filed by the Secretary of State under the Nonstock Corporation Act. In addition to Neighborhood Legal Services, New Haven Legal Assistance Association, Inc., and Norwalk-Stamford-Danbury Regional Legal Services, Inc., have filed with the Secretary of State’s office. Cross also points out that “the state attorney general’s office took the position in 1970 that an organization so incorporated nevertheless may not engage in the practice of law.” S. Cross, Connecticut Corporations Law and Practice § 2.1 n.8 (1989).
Other courts which have considered this issue have concluded that corporations cannot practice law because of the inherent conflict of interest between the duty of loyalty owed to the corporation and the duty of loyalty owed to the client. In Re Education Law Center, supra. An attorney has an obligation to his client to diligently represent him without interference from any conflicting loyalty or obligation. Rule 1.7, Rules of Professional Conduct. Simultaneously an attorney employed by a corporation owes a fiduciary duty to the corporation. Consequently, “the obligation of confidentiality, trust and undivided loyalty owed by an attorney to his client may be compromised if the lawyer is employed by a corporation.” In re Education Law Center, supra, 1057. The prohibition against corporations practicing law, therefore, derives from the “overriding fear . . . that the corporation may place its own interests, whether political goals or profits ahead of the interests of its clients . . . thereby subverting the responsibility of the lawyer to his client.” In re Education Law Center, Inc., supra, 1057. Recognizing this conflict, Rule 5.4(d) of the Rules of Professional Conduct prohibits a lawyer from practicing in a profit making corporation if: (1) any non-lawyer owns any interest in the corporation; or (2) any non-lawyer is a corporate director or officer; or (3) a non-lawyer has the right to direct or control the professional judgment of the attorney. This Rule, which does not apply unless the corporation is organized for profit, “is designed to prevent business relationships with non-lawyers from compromising a lawyer’s independence of thought and action.” G. Hazard, 2 The Law of Lawyering, § 5.4:502 (2d. Ed. 1990).
D.
Plaintiff’s motion to disqualify must be evaluated in light of the dual rationale for prohibiting corporations from practicing law. When measured against the concerns identified in State Bar Association v. Connecticut Bank & Trust Company, supra, and In re Education Law Center, supra, there is no basis for disqualifying defendant’s counsel.
The record in this case discloses that pursuant to C.P.B. § 64, defendant’s counsel filed an appearance in his own name, not that of Neighborhood Legal Services. Unlike the situation in State Bar Association v. Connecticut Bank & Trust Company, supra, it is an individual attorney and not a profit making corporation that represents the client. Equally important, the management structure of Neighborhood Legal Services and the allocation of responsibility between its staff attorneys and Board of Directors insures that the attorney is vested with full authority and responsibility for representing the client and discharging that duty as if his client had retained him for a fee.
Plaintiff has failed to produce any evidence suggesting that the Board of Directors of NLS has interfered with the attorney client relationship or otherwise directed the management of the case. Indeed the policies of NLS, as well as federal law; 45 CFR § 1607.4(b); explicitly forbid the Board from becoming involved, on any level, with a staff attorney’s representation of a client. The decision whether or not to accept a client, in the first instance, is one made by the attorney in accordance with financial and programmatic guidelines. Thereafter the attorney is given complete autonomy to represent the client. Decisions concerning strategy and tactics are reserved to the attorney and client. At all times it is the attorney personally, and not the entity known as Neighborhood Legal Services, Inc., or its board of directors, that represents the client. This is fully consistent with the intent of Rule 5.4(d), Rules of Professional Conduct; and the American Bar Association’s interpretation of the relationship between the governing board and staff attorneys in a legal services corporation.
The board’s functions are limited to formulating broad goals and policies pertaining to the operation of the society * * * (6) Once the attorney has accepted the client or case of the type sanctioned by board policy, the board must take special precautions not to interfere with its attorney’s independent professional judgment in the handling of the matter.
ABA Comm. of Ethics and Professional Responsibility, Formal Op. 324 (1970).
Under these circumstances the concerns identified in State Bar Association v. Connecticut Bank and Trust Company, supra, and In re Education Law Center, supra, are not implicated. There is nothing in the present record to suggest that the personal, ethical obligations imposed on an attorney — the duties of competence, loyalty, confidentiality and communication — are compromised when a client is represented by an attorney employed by a non-profit legal aid corporation that is required by federal law and its own policies to refrain from any direct or indirect involvement in, or interference with, the attorney client relationship.
Although this issue has not been the source of much litigation, the almost unanimous view is that the prohibition against corporations practicing law is not applicable to legal services organizations. Re Opinion of Justices, 259 Mass. 607, 194 N.E. 313 (1935); Dixon v. Georgia Indigent Legal Services, Inc., 388 F. Supp. 1156 (S.D. Ga. 1974), aff’d without opinion, 532 F.2d 1373 (5th Cir. 1976); In Re Education Law Center, supra; Touchy v. Houston Legal Foundation, Tex., 432 S.W. 2d 690 (1968); Azzarello v. Legal Aid Society of Cleveland, 117 Ohio App. 471, 85 N.E. 2d 566, 570 (1962) “The many Legal Aid societies throughout the United States, formed by lawyers or by the action of bar associations or public spirited citizens or charitable organizations, have been rendering such public services for almost one hundred years without serious challenge. So long as their activities stay within the purpose as set out in the [articles of incorporation], there is no legal basis upon which their activities can be challenged.” But, see, Application of Community Action for Legal Services, Inc., 26 App. Div. 2d 354, 274 N.Y.S. 2d 779 (1966).
II.
Because the practice of law by legal services attorneys does not raise the problems which informed the courts’ decisions in State Bar Association v. Connecticut Bank & Trust Company, supra, and In Re Education Law Center, supra, plaintiff’s motion to disqualify defendant’s counsel is denied. In reaching this decision it is impossible to ignore the consequences of a decision prohibiting legal services organizations from representing clients.
Access to the legal process by those unable to afford it is severely limited in this country, and consequently, the civil legal needs of the poor and underprivileged go largely unmet. “There is general consensus . . . that the outstanding legal needs far outnumber the resources currently allocated to meet those needs, and the situation is critical.” ABA/BNA Lawyers’ Manual on Professional Conduct 91:606 (1990 & Supp. 1992), and surveys cited therein. For example, the National Survey of the Civil Needs of the Poor reported that approximately 80% of the legal needs of the poor go unaddressed. A 1989 telephone survey of adults at all income levels found that, while 49 percent of adults in the top 25 percent of the income scale had consulted lawyers in the years 1986-89, only 27 percent of adults in the lowest income scale used legal services during the same period. ABA Consortium on Legal Services and the Public, Two Nationwide Surveys: 1989 Pilot Assessments of the Unmet Legal Needs of the Poor and of the Public Generally (1989).
Like the rest of the country Connecticut suffers from a shortage of legal services for indigent persons. Although no formal study of the need for civil legal assistance appears to have been conducted in this state, the available data suggests the magnitude of the problem. There are presently four legal services programs serving the entire state. In addition to Neighborhood Legal Services, there is the Legal Aid Society of Hartford, New Haven Legal Assistance Association and Connecticut Legal Services. Together these programs employ approximately 160 attorneys and paralegals (down from 180 in 1980) and in 1991 opened almost 14,000 cases, a 29% increase over 1987. New Haven Legal Assistance Association, “IOLTA Funding,” 1991 Annual Report.
Eligibility for legal services is primarily limited to low income persons who have a gross income of less than 125% of the poverty guidelines (e.g. $16,744 for a family of four). Under these guidelines, 356,565 persons or 11% of the State’s population are eligible for legal services. In 1991 there was only one legal services attorney available for every poor 2996 persons while the lawyer to population ratio is one for every 155. Because of staff shortages every two out of three eligible persons who seek assistance are turned down. Id. See, also, Legal Services Corporation, 1991 Annual Report; Legal Aid Society of Hartford, 1991 Annual Report; Neighborhood Legal Services, 1991 Annual Report; Connecticut Legal Services, 1991 Annual Report.
Both our state and federal governments, bar associations and the Rules of Professional Conduct have explicitly recognized the need for and existence of legal aid organizations. As previously noted, the National Legal Services Corporation was established by Congress in 1974 in recognition of the “need to provide high quality legal assistance to those who would be otherwise unable to afford adequate legal counsel.” The enabling legislation declared that “providing financial support for legal assistance to those who face an economic barrier to adequate legal counsel will serve the best ends of justice.” 42 U.S.C. § 2996(3).
Likewise, the Connecticut Legislature has created a funding source for legal services programs through enactment of General Statutes § 51-81c, which established a mandatory program for use of interest earned on lawyers’ trust accounts. Known as the “IOLTA” program, it was established for “the purpose of providing legal services to the poor.” § 51-81c(a)(1). As noted by one of its principal sponsors, Representative Thomas Ritter, the intent of the legislation “was to come up with a creative way to get another source of funding for Legal Services Programs,” made necessary by funding cuts and lack of participation by members of the bar in a voluntary IOLTA program. Journal of House Proceedings, May 4, 1989, p. 206. In response to this legislation the Rules of Professional Conduct were modified by the Judges of the Superior Court requiring that attorneys “shall participate in a statutory program for the use of interest earned on lawyers’ funds accounts to provide funding for (i) the delivery of legal services to the poor by nonprofit corporations.” Rules of Professional Conduct Rule, 1.15(d).
Additionally, the Rules of Professional Conduct — adopted by the American Bar Association and the Connecticut Bar Association and approved by the Judges of the Superior Court — specifically acknowledge the need to provide legal services to the poor and address the ethical responsibilities of the bar in this respect. The Preamble to the Rules, which defines a lawyer’s responsibilities, notes that a “lawyer should be mindful of deficiencies in the administration of justice and of the fact that the poor, and sometimes persons who are not poor, cannot afford adequate legal assistance, and should therefore devote professional time and civic influence in their behalf.” Rule 5.4(d) permits a lawyer, under certain circumstances, to practice law with a non-profit corporation. The express purpose of this provision is to sanction legal services organizations. G. Hazard, 1 The Law of Lawyering, § 5.4:500 (1991).
Rule 6.1 affirms the lawyer’s obligation to provide services pro bono publico. The comment to the Rule notes that the efforts of individual lawyers to meet the need for free legal services are not sufficient, making it “necessary for the profession and government to institute additional programs to provide legal services. Accordingly, legal aid offices . . . and other related programs have been developed, and others will be developed by the profession and government.” Comment, Rule 6.1, Rules of Professional Conduct. (Emphasis supplied). Finally, Rule 6.3 permits a lawyer to serve as a director, officer or member of a legal services organization apart from the firm in which the lawyer practices. The Comment to the Rule affirms that “lawyers should be encouraged to support and participate in legal services organizations.”
Taken together, state and federal law and the Rules of Professional Conduct constitute an affirmative policy to support legal services organizations. This is an acknowledgment that the provision of legal services to poor persons is not only necessary, but fully consistent with an attorney’s ethical obligations. While this alone is not dispositive of plaintiff’s claim, it weighs heavily in the balance. Those who enacted these laws and adopted the Rules recognized that the rich as well as the poor must have access to the courts. Otherwise the judicial system is no longer the guardian of justice, but merely the custodian of power. Tragically, legal services organizations are often the only voice for our forgotten neighbors — the needy, the homeless, the handicapped and the dying — and for many others whose legal problems may be routine but whose resolution is often the difference between hope and despair, shelter and homelessness, food and hunger, and sometimes, even life and death. Legal services organizations “provide legal voices for those muted by poverty and political impotence”; Township of Mount Laurel, 83 N.J. 522, 535, 416 A.2d 886, 891 (1980); and help our system fulfill its promise of equal justice under the law for all citizens.
III.
Plaintiff, although raising an interesting claim, has failed to demonstrate that the concerns giving rise to the prohibition against corporations practicing law are equally applicable to non-profit legal services organizations. Both in fact and law it is Attorney Rodriguez who represents his client, and not NLS. Neither the organizational structure nor the policies of NLS interfere with Attorney Rodriguez’ discharge of his professional obligations to his client. His only commitment and duty of loyalty is to his client. The concerns identified in State Bar Association v. Connecticut Bank & Trust Company, supra, and In Re Education Law Center, supra, are simply not present in this case. This, coupled with the overriding public policy in favor of legal services organizations, requires that plaintiff’s motion be denied.
SO ORDERED.
Holzberg, J.
n7 Although the Legal Services Corporation was an outgrowth of the Office of Economic opportunity, created as part of the “War on Poverty”; n.3, supra; the first legal aid office was attached to the Reconstruction era Freedman’s Bureau. Between 1865 and 1868 the Bureau provided attorneys in the District of Columbia to represent poor blacks. Reginald Heber Smith, Justice and the Poor (1919); Susan E. Lawrence, The Poor in Court (1990).
n8 Legal services organizations have achieved victories that have become so part of the fabric of our law that they are now taken for granted. In Boddie v. Connecticut, 401 U.S. 371, 91, S.Ct. 780, 211 ED. 2d 113 (1971) the Supreme Court ruled that the Connecticut law requiring payment of court fees in divorce actions violates due process by denying low income persons access to the courts. In Lynch v. Household Finance Corporation, 405 U.S. 538, 92 S.Ct. 1113, 31 L.Ed. 2d 424 (1972) pet. reh. den. 406 U.S. 911, 92 S.Ct. 1611 (1972) the Supreme Court ruled for the first time that the deprivation of property rights as well as personal liberties can violate the Constitution. Counsel in both cases was the New Haven Legal Assistance Association.