## Facts

- J.G. Ries & Sons, Inc. owned industrial property in Kearny, New Jersey, adjacent to property where Spectraserv, Inc. operated a sewage-sludge processing facility.
- Ries alleged Spectraserv’s operations produced noxious odors and fumes that interfered with Ries’s property use and contributed to a tenant leaving.
- Ries retained Pearce Fleisig, LLC to sue Spectraserv and related entities for damages.
- Ries and Spectraserv were members of a local business association (Lincoln North Development Corporation), formed to advance members’ business interests.
- Pearce also represented the association in separate litigation challenging a municipal zoning amendment affecting trucking-related uses.
- Spectraserv claimed it had shared business information with an association representative during earlier zoning-related efforts and asserted the information was provided to obtain legal advice and should be treated as confidential.
- There was no showing Spectraserv requested confidentiality or that counsel or the association agreed to keep the information confidential; much of it was publicly available.

## Issues

1. Whether an attorney representing a trade association thereby forms an attorney-client relationship with each member, creating a concurrent conflict when representing one member against another in unrelated litigation under RPC 1.7(a).
2. Whether a member’s provision of information through association channels creates an attorney-client relationship or otherwise supports disqualification based on confidentiality or former-client principles under RPC 1.6 and RPC 1.9.
3. How RPC 1.13 (organization as client) applies when association counsel represents the association while litigating against a member in a separate matter.

## Decision

- The Appellate Division reversed the order disqualifying Pearce Fleisig, LLC from representing Ries.
- Membership in a trade association, without more, did not make Spectraserv a client of the association’s counsel.
- Spectraserv did not establish an express or implied attorney-client relationship with Pearce arising from its communications, nor did it show transmission of material confidential information.
- Because Spectraserv was not a current or former client, RPC 1.7(a) and RPC 1.9 did not require disqualification.
- The matter was remanded for further proceedings with Pearce permitted to continue representing Ries.

## Legal Principles

- Under RPC 1.13, counsel retained by an organization represents the organization, not its members or other constituents, absent a separate attorney-client relationship.
- A concurrent-conflict disqualification under RPC 1.7(a) generally requires that the attorney represent another client whose interests are directly adverse, or that the representation poses a significant risk of material limitation.
- Former-client disqualification under RPC 1.9 requires a prior attorney-client relationship and a same or substantially related matter with materially adverse interests, typically coupled with a risk of misuse of confidential information.
- An attorney-client relationship is not created by association membership alone; it requires mutual assent to provide legal services or a reasonable belief of representation supported by the lawyer’s conduct.
- Disqualification is an exceptional remedy; the moving party bears a heavy burden to show an actual conflict or a genuine risk to the fairness and integrity of the proceeding, not speculation or tactical advantage.

## Conclusion

The court held that representation of a trade association does not, by itself, create an attorney-client relationship with each member, and absent proof that the lawyer represented the member individually or received material confidences, disqualification from adverse representation in unrelated litigation is unwarranted.


J.G. Ries & Sons, Inc. v. Spectraserv, Inc., 384 N.J. Super. 216, 894 A.2d 681 (App. Div. 2006)