# Is a contract lawyer obligated to be truthful to both sides? **URL:** \ **Category:** Factual Questions\ **Created:** [March 30, 2013, 8:51am UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334 "2013-03-30T08:51:20Z")\ **Posts on this page:** 13\ **Page:** 2
**Author:** ![deltasigma](https://avatars.discourse-cdn.com/v4/letter/d/e5b9ba/32.png) [@deltasigma](https://boards.straightdope.com/u/deltasigma)\ **Post date:** [March 30, 2013, 9:59pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/21 "2013-03-30T21:59:47Z")
> [@Really\_Not\_All\_That\_Bright](#): > > It’s the \*parol \*evidence rule. You’ll definitely want your own lawyer for any discussion involving _parole_ evidence. 😉 D’oh. Spell checking just doesn’t cut it. Some of us need a semantics checker. ☹ ---
**Author:** ![dstarfire](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/dstarfire/32/5762_2.png) [@dstarfire](https://boards.straightdope.com/u/dstarfire)\ **Post date:** [March 30, 2013, 10:12pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/22 "2013-03-30T22:12:28Z")
> [@Koxinga](#): > > Doesn’t this happen all the time with EULAs, though? I read somewhere recently that for a person to actually read through all of the end user license agreements he or she routinely clicks on to access software and web sites, it would require several months of eight-hour working days. After reading and understanding the first few, reading the remainder would take a small fraction of the time since a majority of the content of almost all EULA’s is very similar to the content in other EULA’s. After I read all the way through my first few EULA’s, I can now skim through even a (fairly) long one to spot the terms that actually matter. ---
**Author:** ![Koxinga](https://avatars.discourse-cdn.com/v4/letter/k/4af34b/32.png) [@Koxinga](https://boards.straightdope.com/u/Koxinga)\ **Post date:** [March 31, 2013, 2:20am UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/23 "2013-03-31T02:20:43Z")
> [@dstarfire](#): > > After reading and understanding the first few, reading the remainder would take a small fraction of the time since a majority of the content of almost all EULA’s is very similar to the content in other EULA’s. After I read all the way through my first few EULA’s, I can now skim through even a (fairly) long one to spot the terms that actually matter. Could there be subtle changes in (I dunno, maybe) verb tense or pronouns or what not such that a EULA could _look_ like every other EULA you’re accustomed to, but in aggregate its terms wind up being materially different? Say, the difference between “shall,” “will,” and “should” (whatever those may be in a legal context). Would a contract lawyer in real estate only skim over a lease agreement before advising his client whether to sign, since they all look pretty much alike? ---
**Author:** ![ralph124c](https://avatars.discourse-cdn.com/v4/letter/r/8797f3/32.png) [@ralph124c](https://boards.straightdope.com/u/ralph124c)\ **Post date:** [March 31, 2013, 4:25pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/24 "2013-03-31T16:25:22Z")
> [@Northern\_Piper](#): > > Again, this answer assumes that Lawyer A has to answer B’s question. That’s not correct. Interesting..so lawyer “A” has no duty to answer questions truthfully? That’s a new one on me..can you point to where such activity is legal? ---
**Author:** ![Procrustus](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/procrustus/32/2994_2.png) [@Procrustus](https://boards.straightdope.com/u/Procrustus)\ **Post date:** [March 31, 2013, 4:33pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/25 "2013-03-31T16:33:51Z")
> [@ralph124c](#): > > Interesting..so lawyer “A” has no duty to answer questions truthfully? That’s a new one on me..can you point to where such activity is legal? It’s prohibited by the model [rules](http://www.courts.wa.gov/court_rules/?fa=court_rules.display&group=ga&set=RPC&ruleid=garpc4.1) of professional conduct. ---
**Author:** ![Northern\_Piper](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/northern_piper/32/5304_2.png) [@Northern\_Piper](https://boards.straightdope.com/u/Northern_Piper)\ **Post date:** [March 31, 2013, 10:44pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/26 "2013-03-31T22:44:12Z")
> [@ralph124c](#): > > [QUOTE=Northern Piper] > > Again, this answer assumes that Lawyer A has to answer B’s question. That’s not correct. Interesting..so lawyer “A” has no duty to answer questions truthfully? That’s a new one on me..can you point to where such activity is legal? [/QUOTE] You’re adding a word to my statement. I repeat: Lawyer A, acting for A, does not normally have any obligation to answer any questions from B. Lawyer A works for A, and gives legal advice to A, and A alone. Lawyer A does not work for B, and does not give legal advice to B. Lawyer A therefore does not have to answer questions from B. If questioned, Lawyer A should simply state that he acts for A, not B, and will not give B any legal advice about the contract. B should retain a lawyer who will give legal advice to B about the contents of the contract. None of the above is intended as legal advice, of course, but simply to discuss a hypothetical situation of public interest. Anyone who finds themselves in the situation given in the OP should of course consult a lawyer. ---
**Author:** ![robert\_columbia](https://avatars.discourse-cdn.com/v4/letter/r/e79b87/32.png) [@robert\_columbia](https://boards.straightdope.com/u/robert_columbia)\ **Post date:** [April 1, 2013, 3:05am UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/27 "2013-04-01T03:05:01Z")
> [@Koxinga](#): > > Could there be subtle changes in (I dunno, maybe) verb tense or pronouns or what not such that a EULA could _look_ like every other EULA you’re accustomed to, but in aggregate its terms wind up being materially different? Say, the difference between “shall,” “will,” and “should” (whatever those may be in a legal context)… I don’t know about law, but in the world of software development, the terms “shall”, “will” and “should” have distinct meanings in the world of formal requirements specifications: Shall: This indicates a requirement that the developer is responsible for implementing, fixing, or verifying. Will: This indicates an assertion of fact that the person specifying the requirements (e.g. customer or project manager) believes is or will be true. The developer may presume that the statement is true without any further investigation. Should: This indicates that the requirements writer believes that the system would be best if it included what follows, but the developer is allowed to not fulfill it if they can show cause as to why it’s a bad idea or not feasible. There’s a world of difference between “The database shall respond to all queries within 5 milliseconds” and “The database will respond to all queries within 5 milliseconds”. The first tells the developer that they must develop the system in such a way as to prevent long-running queries. The second tells the developer that they may rest assured that someone, somehow will make or has made sure that queries take at most 5 milliseconds, honest injun, don’t worry about it. If there is a requirement that states that a page request SHALL take no more than 10 milliseconds and the developer knows that a page request involves one database call and has tested the other parts of the page and verified that the non-database parts always run in under 3 milliseconds, he can put two and two together and conclude that he has met the requirement without ever having to test the database response time, since he already knows it will never take more than 5 milliseconds based on the “will” statement. ---
**Author:** ![What\_the](https://avatars.discourse-cdn.com/v4/letter/w/f4b2a3/32.png) [@What\_the](https://boards.straightdope.com/u/What_the)\ **Post date:** [April 1, 2013, 11:37am UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/28 "2013-04-01T11:37:47Z")
> [@Northern\_Piper](#): > > You’re adding a word to my statement. > > I repeat: Lawyer A, acting for A, does not normally have any obligation to answer any questions from B. > > Lawyer A works for A, and gives legal advice to A, and A alone. > > Lawyer A does not work for B, and does not give legal advice to B. > > Lawyer A therefore does not have to answer questions from B. If questioned, Lawyer A should simply state that he acts for A, not B, and will not give B any legal advice about the contract. B should retain a lawyer who will give legal advice to B about the contents of the contract. But if Lawyer A does answer questions falsely (or maybe even volunteers info that is contrary to the contract) does B have any recourse against him even if he might still be bound by the contract? ---
**Author:** ![Really\_Not\_All\_That\_Bright](https://avatars.discourse-cdn.com/v4/letter/r/e8c25b/32.png) [@Really\_Not\_All\_That\_Bright](https://boards.straightdope.com/u/Really_Not_All_That_Bright)\ **Post date:** [April 1, 2013, 1:23pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/29 "2013-04-01T13:23:59Z")
If B relied on lawyer A’s false statement (or some other more convoluted scenarios occur) in signing the contract than B may be entitled to rescind it. ---
**Author:** ![Ambrosio\_Spinola](https://avatars.discourse-cdn.com/v4/letter/a/9de0a6/32.png) [@Ambrosio\_Spinola](https://boards.straightdope.com/u/Ambrosio_Spinola)\ **Post date:** [April 1, 2013, 1:38pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/30 "2013-04-01T13:38:16Z")
A lawyer doesn’t have the duty to advise anyone except his or her client. However, attorneys are usually prohibited from making materially false statements to other parties to litigation or negotiations. And they are not allowed to assist their clients in committing fraud. ---
**Author:** ![md2000](https://avatars.discourse-cdn.com/v4/letter/m/73ab20/32.png) [@md2000](https://boards.straightdope.com/u/md2000)\ **Post date:** [April 1, 2013, 1:55pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/31 "2013-04-01T13:55:54Z")
> [@Ambrosio\_Spinola](#): > > A lawyer doesn’t have the duty to advise anyone except his or her client. However, attorneys are usually prohibited from making materially false statements to other parties to litigation or negotiations. And they are not allowed to assist their clients in committing fraud. So if A says to B “Oh,no, this contract gives you a house for a dollar, it does not allow me to take all your worldly possessions - sign here!” - if A’s lawyer, sitting beside him, says nothing, is he participating in the fraud in factum / deception and equally liable? Does a lawyer have a duty to speak out when he sees something like this happening? Presumably, since it is not private between the lawyer and A, it is not privileged and the lawyer must (truthfully, of course) testify if asked in court about what happened. ---
**Author:** ![Ambrosio\_Spinola](https://avatars.discourse-cdn.com/v4/letter/a/9de0a6/32.png) [@Ambrosio\_Spinola](https://boards.straightdope.com/u/Ambrosio_Spinola)\ **Post date:** [April 1, 2013, 2:49pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/32 "2013-04-01T14:49:10Z")
> [@md2000](#): > > So if A says to B “Oh,no, this contract gives you a house for a dollar, it does not allow me to take all your worldly possessions - sign here!” - if A’s lawyer, sitting beside him, says nothing, is he participating in the fraud in factum / deception and equally liable? Does a lawyer have a duty to speak out when he sees something like this happening? > > Presumably, since it is not private between the lawyer and A, it is not privileged and the lawyer must (truthfully, of course) testify if asked in court about what happened. I’m not an ethics specialist, but the Texas Disciplinary Rules of Professional Conduct 4.01 require that an attorney disclose relevant material facts to third parties if this is the only way to prevent the attorney from knowingly assisting a client’s fraudulent or criminal conduct. If you know your client is going to do something like this then you’re supposed to try to talk them out of it or withdraw from representing them, but if it really came down to a situation where you’re sitting there and your client is trying to commit fraud on someone and you know it, you will probably have an ethical duty to intervene. ---
**Author:** ![Northern\_Piper](https://sea3.discourse-cdn.com/straightdope/user_avatar/boards.straightdope.com/northern_piper/32/5304_2.png) [@Northern\_Piper](https://boards.straightdope.com/u/Northern_Piper)\ **Post date:** [April 1, 2013, 5:29pm UTC](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334/33 "2013-04-01T17:29:36Z")
I agree with **Ambrosia Spinola** ’s response. Ultimately, a lawyer cannot be a fraud by the client. Note, however, how fact-specific the answers are. Tweak the facts of your hypothetical a bit, and the result changes accordingly. That’s why there aren’t simple “yes or no” answers to these types of questions. Factual context is crucial. [Previous page](https://boards.straightdope.com/t/is-a-contract-lawyer-obligated-to-be-truthful-to-both-sides/654334.md?page=1)