Rule 1.10.Imputed Disqualification:  General Rule 
 (a)While lawyers are associated in a firm, none of them shall 
 knowingly represent a client when any one of them practicing alone would 
 be prohibited from doing so by Rule 1.7, 1.8 (c), 1.9 or 2.2. 
  
 (b)When a lawyer has terminated an association with a firm, the 
 firm is not prohibited from thereafter representing a person with 
 interests materially adverse to those of a client represented by the 
 formerly associated lawyer and not currently represented by the firm, 
 unless: 
  
 (1)the matter is the same or substantially related to that in 
 which the formerly associated lawyer represented the client; and 
  
 (2)any lawyer remaining in the firm has information protected 
 by Rules 1.6 and 1.9(c) that is material to the matter. 
  
 (c)A disqualification prescribed by this rule may be waived by 
 the affected client under the conditions stated in Rule 1.7. 
  
 

                                                                
ANNOTATIONSCOMMENT 
 Definition of "Firm" 
 For purposes of the Rules of Professional Conduct, the term "firm" 
 includes lawyers in a private firm, and lawyers in the legal department 
 of a corporation or other organization, or in a legal services 
 organization.  Whether two or more lawyers constitute a firm within this 
 definition can depend on the specific facts.  For example, two 
 practitioners who share office space and occasionally consult or assist 
 each other ordinarily would not be regarded as constituting a firm. 
 However, if they present themselves to the public in a way suggesting 
 that they are a firm or conduct themselves as a firm, they should be 
 regarded as a firm for the purposes of the Rules.  The terms of any 
 formal agreement between associated lawyers are relevant in determining 
 whether they are a firm, as is the fact that they have mutual access to 
 information concerning the clients they serve.  Furthermore, it is 
 relevant in doubtful cases to consider the underlying purpose of the 
 Rule that is involved.  A group of lawyers could be regarded as a firm 
 for purposes of the rule that the same lawyer should not represent 
 opposing parties in litigation, while it might not be so regarded for 
 purposes of the rule that information acquired by one lawyer is 
 attributed to the other. 
  
 With respect to the law department of an organization, there is 
 ordinarily no question that the members of the department constitute a 
 firm within the meaning of the Rules of Professional Conduct.  However, 
 there can be uncertainty as to the identity of the client.  For example, it may 
 not be clear whether the law department of a corporation represents a 
 subsidiary or an affiliated corporation, as well as the corporation by which 
 the members of the department are directly employed.  A similar question can 
 arise concerning an unincorporated association and its local affiliates. 
  
 Similar questions can also arise with respect to lawyers in legal 
 aid.  Lawyers employed in the same unit of a legal service organization 
 constitute a firm, but not necessarily those employed in separate units. 
 As in the case of independent practitioners, whether the lawyers should 
 be treated as associated with each other can depend on the particular 
 rule that is involved, and on the specific facts of the situation. 
  
 Where a lawyer has joined a private firm after having represented 
 the government, the situation is governed by Rule 1.11(a) and (b); where 
 a lawyer represents the government after having served private clients, 
 the situation is governed by Rule 1.11(c)(1).  The individual lawyer 
 involved is bound by the Rules generally, including Rules 1.6, 1.7 and 
 1.9. 
  
 Different provisions are thus made for movement of a lawyer from 
 one private firm to another and for movement of a lawyer between a 
 private firm and the government.  The government is entitled to 
 protection of its client confidences and, therefore, to the protections 
 provided in Rules 1.6, 1.9 and 1.11.  However, if the more extensive 
 disqualification in Rule 1.10 were applied to former government lawyers, 
 the potential effect on the government would be unduly burdensome.  The 
 government deals with all private citizens and organizations and, thus, 
 has a much wider circle of adverse legal interests than does any private 
 law firm.  In these circumstances, the government's recruitment of 
 lawyers would be seriously impaired if Rule 1.10 were applied to the 
 government.  On balance, therefore, the government is better served in 
 the long run by the protections stated in Rule 1.11. 
  
 Principles of Imputed Disqualification 
 The rule of imputed disqualification stated in paragraph (a) gives 
 effect to the principle of loyalty to the client as it applies to 
 lawyers who practice in a law firm.  Such situations can be considered 
 from the premise that a firm of lawyers is essentially one lawyer for 
 purposes of the rules governing loyalty to the client, or from the 
 premise that each lawyer is vicariously bound by the obligation of 
 loyalty owed by each lawyer with whom the lawyer is associated. 
 Paragraph (a) operates only among the lawyers currently associated in a 
 firm.  When a lawyer moves from one firm to another, the situation is 
 governed by Rules 1.9(b) and 1.10(b). 
  
 Rule 1.10(b) operates to permit a law firm, under certain 
 circumstances, to represent a person with interests directly adverse to 
 those of a client represented by a lawyer who formerly was associated 
 with the firm.  The Rule applies regardless of when the formerly 
 associated lawyer represented the client.  However, the law firm may not 
 represent a person with interests adverse to those of a present client 
 of the firm, which would violate Rule 1.7.  Moreover, the firm may not 
 represent the person where the matter is the same or substantially 
 related to that in which the formerly associated lawyer represented the 
 client and any other lawyer currently in the firm has material 
 information protected by Rules 1.6 and 1.9(c). 
  
 COMMITTEE COMMENT 
 This rule and the comments to this rule are identical to amended 
 Model Rule 1.10 (amended at the February 1989 Mid-year ABA meeting). 
  
  
  
 ANNOTATION 
  
 Annotator's note. 
 Rule 1.10 is similar to 
 DR 5-105 as it 
 existed prior to the 1992 repeal and reenactment of the Code of 
 Professional Responsibility. 
 Relevant cases construing 
 that provision have 
 been included in the annotations to Rule 1.7. 
  
 The purpose of this rule and rule 1.9 is to protect a client's confidential 
 communications with his attorney.  Funplex Partnership v. FDIC, 19 F. Supp.2d 1202 
 (D. Colo. 1998). 
  
 When an attorney associates with a law firm, the principle of loyalty to the client 
 extends beyond the individual attorney and applies with equal force to the other 
 attorneys practicing in the firm.  People ex rel. Peters v. District Court, 951 P.2d 926 (Colo. 
 1998). 
  
 The rule of imputed disqualification can be considered from the premise that 
 a firm of attorneys is essentially one attorney for purposes of the rules governing loyalty to 
 the client, or from the premise that each attorney is vicariously bound by the obligation of 
 loyalty owed by each lawyer in the firm. People ex rel. Peters v. District Court, 951 P.2d 926 
 (Colo. 1998). 
  
 And the rule of imputed disqualification applies with equal force to court-appointed 
 attorneys.  People ex rel. Peters v. District Court, 951 P.2d 926 (Colo. 1998).