## Facts

- A law firm sued Markwoods, Inc. on behalf of a personal-injury plaintiff seeking substantial damages.
- Markwoods’ vice president, manager, and majority shareholder was Vickie Lynn McMillen, who had a personal economic stake in the corporation’s value.
- About a year after the suit began, Clark B. Frame represented McMillen in a divorce in which she sought to protect her interest in Markwoods from her husband.
- McMillen did not appreciate that the firm’s ongoing lawsuit against Markwoods could conflict with Frame’s divorce representation.
- An associate, J. Michael Benninger, identified the potential conflict and raised it with senior lawyers.
- Frame and a partner concluded there was no conflict because the corporate defendant was Markwoods rather than McMillen personally; they did not disclose the conflict to either client or obtain consent.
- In the personal-injury case, the firm proceeded to trial and cross-examined McMillen extensively about Markwoods’ business operations.
- McMillen later filed a disciplinary complaint alleging a conflict of interest.

## Issues

1. Whether Frame’s concurrent representation of a plaintiff suing Markwoods and of Markwoods’ principal officer/shareholder in a divorce, without disclosure and consent, violated Rule 1.7(a).
2. Whether Benninger’s limited role after identifying and reporting the conflict warranted discipline.

## Decision

- The court held Frame violated Rule 1.7(a) due to directly adverse concurrent representation and failure to disclose and obtain informed consent.
- The court imposed a public reprimand on Frame and assessed costs of $840.20.
- The court imposed no discipline on Benninger, accepting the finding that he attempted in good faith to alert senior lawyers to the conflict.

## Legal Principles

- The Rules of Professional Conduct set minimum standards; violation may warrant discipline even absent proof of client harm.
- Under Rule 1.7(a), a lawyer may not represent a client when the representation is directly adverse to another client unless full disclosure is made and informed consent is obtained when permitted.
- Direct adversity is assessed by the practical and economic realities of the representations, not solely by formal party alignment.
- Loyalty and conflict disclosure are central duties; internal rationalizations do not excuse failure to address a known concurrent conflict.

## Conclusion

The court publicly reprimanded Frame for mishandling a concurrent conflict where his firm sued a corporation while he represented its majority owner in a matter tied to her interest in that corporation, and it declined to sanction an associate who identified and reported the conflict.


Comm. on Legal Ethics v. Frame, 433 S.E.2d 579 (W. Va. 1993)