Chapter VI: Nature and Creation of Attorney-
Client Relationship the highest degree irrespective of whether
A. Nature of Relation
6.01 Nature of client-relationship, generally
 Historically, the nature of lawyer-client
relationship is premised on the Roman Law
concepts of:
 locatio conductio operarum
(contract of lease of services) where
one person lets his services for
compensation and another hires
them without reference to the
object which the services are to be
performed, and
 mandato (contract of agency)
whereby a friend on whom reliance
could be placed makes a contract in
his name but gives up all that he
graned by the contract to the
person who requested him.
 In modern day understanding of the lawyer-
client relationship, an attorney is more than
a mere agent or servant because he
possesses special powers of trust and
confidence reposed on him by his client.
 An attorney is also as independent as a
judge, with powers entirely different from
and superior to those of an ordinary agent.
Moreover, he is an officer of the court.
 The relation of attorney and client is strictly
personal and highly confidential and
fiduciary.
6.02 Relation as strictly personal
 The attorney-client relationship is strictly
personal.
 It involves mutual trust and confidence of
detachment will enable the
the client is a private person or a
government fiduciary.
 The relation should not be established as
the result of pressure or deception. This
underlies, to some extent, the reason for
the prohibition against advertising or
solicitation of employment.
 The personal character of the relation
prohibits its delegation in favor of another
attorney without the client’s consent. What
may not be delegated, as a rule, is the
relationship itself.
 The relationship terminates upon
the death of either the client or the
attorney.
 Accordingly the personal
representative of the deceased
attorney has no right to assign
pending cases to counsel of his
choice as the matter is for the client
to decide.
 A client can terminate the
relationship at any time with or
without cause.
 An attorney, however, enjoys no
similar right as he is, above all, an
officer of the court, and he may be
permitted to withdraw from the
case only with the consent of the
client or that of the court.
 The personal relation between attorney and
client does not require that an attorney
adopt, and he should not so adopt, as his
own the troubles of his client.
 Only a proper sense of personal
attorney to adequately serve the
interest of his client and to keep his
professional conduct within ethical
bounds.
6.03 Relation as fiduciary and confidential
 The relation of attorney and client is highly
fiduciary in nature.
 This should, however, be reconciled with his
duties to the court of which he is an officer,
to the bar of which he is a member and to
the public of which he is very much a part.
 Deviation from such limits may invite the
exercise of disciplinary power by the court.
6.04 Rules protective of relation:
 An attorney:
 Is to exert his best effort and
learning in the protection of the
interest of his client;
 Is to promptly account for any fund
or property entrusted by or
received for this client;
 Is not to purchase of acquire any
property or interest of his client in
litigation
 Is to forever keep inviolate his
client’s secrets or confidence and
not to abuse them; and
 Is not to represent a party whose
interest is adverse to that of his
client even after the termination of
the relation.
 The Supreme Court requires strict
obedience to those rules and subjects an
attorney to discipline and administrative
liability for inexcusable breach thereof.
B. Retainer or Employment
6.05 Concept of term “retainer”
 The relation of attorney and client begins
from the time an attorney is retained.
2 Concepts of RETAINER:
1. It may refer to the act of client by which he
engages the services of an attorney to
render legal advice, or to defend or
prosecute his cause in court. It is either:
 GENERAL retainer is one the
purpose of which is to secure
beforehand the services of an
attorney for any legal problem that
may afterward arise.
 SPECIAL retainer has reference to a
particular case or service.
2. It may also refer to the fee which a client
pays to an attorney when the latter is
retained, known as retaining fee.
 A retaining fee is a preliminary fee
paid to insure and secure his future
services, to remunerate him for
being deprived, by being retained
by one party, of the opportunity of
rendering services to the other
party and of receiving pay from
him.
 The payment of such fee, in the
absence of an agreement to the
contrary, is neither made nor
received in consideration of the
services contemplated. It is apart
from what the client has agreed to
pay for the services which he has
retained him to perform.
2 Concepts of Lawyer’s Fee
1. ORDINARY - attorney’s fees are the
reasonable compensation paid to a lawyer
by his client for legal services rendered.
2. EXTRAORDINARY - attorney’s fees represent
an indemnity for damages ordered by the
court to be paid by the losing party in a
litigation based on what the law provides; it
is payable to the client not to the lawyer,
unless there is an agreement to the
contrary.
6.06 Necessity of retainer
 There must be a contract of employment,
express or implied, between an attorney
and the party he purports to represent or
the latter’s authorized agent.
 Appearing as an attorney to a case without
authority is punishable for contempt.
 Neither the litigant whom he purports to
represent nor the adverse party may be
bound or affected by his appearance
UNLESS:
 The purported client ratifies or
 The client is estopped to deny his
assumed authority
6.07 Sufficiency of professional employment
 The absence of a written contract will not
preclude a finding that there is a
professional relationship.
 Documentary formalism is not an essential
element in the employment of an attorney.
 The contract may be express or implied.
In Hadjula v Madianda quoting Burbe v
Magulta:
 A lawyer-client relationship was established
form the very first moment asked
respondent for legal advice regarding the
former’s business. To constitute
professional employment, it is not essential
that the client employed the attorney
professionally on any previous occasion.
 It is not necessary that any retainer be paid,
promised, or charged; neither is it material
that the attorney consulted did not
afterward handle the case for which his
service had been sought.
 If a person, in respect to business affairs or
troubles of any kind, consults a lawyer with
a view to obtaining professional advice or
assistance, and the attorney voluntarily
permits or acquiesces with the consultation,
then the professional employment is
established.
6.08 Employment of law firm
 When a client employs the services of a law
firm, he does not employ the services of the
lawyer who is assigned to personally handle
the case; rather he employs the entire law
firm. In the event the counsel appearing for
the client resigns or dies, the firm is bound
to provide a replacement > does not
extinguish the lawyer-client relationship.
 The responsibility to continue
representation and file required pleadings
devolves upon the remaining lawyers of the
 firm, until they have withdrawn from the
case, and negligence of the latter binds the
client.
6.09 Who can employ attorney
 Generally, any person who has the legal
capacity contract. Thus, a person suffering
from some legal capacity to contract cannot
retain a lawyer to appear for him in court.
 Only a general guardian or guardian ad
litem has the authority to employ an
attorney to represent a minor or
incompetent.
 An agent authorized by his principal to deal
with the latter’s property or interest to
protect or preserve such property or
interest.
 An executor or administrator or trustee
may retain an attorney to act as counsel for
the estate or beneficiary.
 A wife in any of the instances where she
may prosecute or defend an action without
the necessity of joining her husband as a
party litigant has the authority to engage
the services of counsel even without her
husband’s consent. BUT she cannot bind
the conjugal partnership for the payment of
her lawyer’s fees without the husband’s
authority EXCEPT in a suit between her and
her husband which she is compelled to
institute or resist to protect her rights.
 As a rule, only the board of directors of a
corporation has the authority to employ an
attorney to sue or defend an action for the
corporation. HOWEVER, the Board may
delegate the power to employ an attorney
for the corporation in favor of any one of its
corporate officers either expressly or
impliedly.
 A single stockholder may in a proper case
institute a derivative suit on behalf of a
corporation and employ an attorney for
that purpose.
C. Ethical Norms and Considerations
6.10 Generally
 A lawyer cannot just accept any case nor
can he employ business methods to solicit
professional employment or to advertise his
talent and skill to attract prospective
clients.
 He should observe the restrictions and
ethical norms that make the law a
profession and not a commercial venture.
6.11 Lawyer shall ascertain possible conflict of
interests
Rule 15.01: A lawyer, in conferring with a
prospective client, shall ascertain as soon as
practicable whether the matter would involve a
conflict with another client or his own interest,
and if so, shall forthwith inform the prospective
client.
 The disclosure of circumstances of an
attorney’s relations to the parties and
any interest in with the controversy is
more for the protection of the lawyer
than that of the client so the new client
will have no reason to suspect, in case
of an unfavorable judgment, that the
circumstance prevented him from the
full discharge of his duty.
6.12 Duty to decline employment
 It is the duty of an attorney to decline
employment in cases representing conflict
of interests.
 A lawyer should not accept employment as
an advocate in any matter in which he had
intervened while in the government service
(Rule 6.03).
 A lawyer should not accept employment,
the nature of which might easily be used as
a means of advertising his professional
services or his skill.
 While there are no statutory restriction for
a lawyer to be an advocate and a witness
for a client in a case, the canons of the
profession forbid him from acting in that
double capacity as he will find it difficult to
disassociate his relation to the client as a
lawyer and his relation to the litigant as a
witness.
GR: A lawyer shall not, as a rule, refuse his
services to the needy.
XPN: He may refuse to accept representation of
an indigent client if he is not in a position to
carry it out effectively or competently or he
labors under conflict of interest between him
and the prospective client or between a present
client and the prospective client (Rule 14.03)
6.13 A lawyer shall preserve the secrets of a
prospective client
Rule 15.02: A lawyer shall be bound by the rule
on privileged communication in respect of
matters disclosed to him by a prospective client.
 Even if the such prospective client does
not thereafter retain the lawyer or the
latter declines the employment.
6.14 Ethical considerations in taking a bad case
CRIMINAL ACTION: It is the right of the lawyer
to undertake the defense of a person accused
of crime, regardless of his personal opinion as
to the guilt of the accused.
CIVIL ACTION: The rules and ethics of the
profession enjoin a lawyer from taking a bad
case.
 The attorney’s signature in every pleading
constitutes a certificate by him that there is
good cause to support it and that it is not
interposed for delay, and a willful violation
of such rule shall subject him to disciplinary
action.
 It is the attorney’s duty to “counsel or
maintain such actions or proceedings only
as appear to him to be just and such
defenses only as he believes to be honestly
debatable under the law (Rule 138, Sec
20c).
 He “is not to encourage either the
commencement or the continuance of an
action or proceeding, or delay any man’s
cause, for any corrupt motive or interest”
(Rule 138, Sec 20g).
 He must decline to conduct a civil cause or
to make a defense when convinced that it is
intended merely to harass or injure the
opposite party or to work oppression or
wrong.
 He will invite the exercise of disciplinary
power by the court if he were to take a
different course of action that will cause
undue delay in the disposition of
unmeritorious cases or the clogging of the
docket of defenseless suits.
D. Lawyer May Not Refuse His Services
6.15 Lawyer as advocate, generally
 Except a public prosecutor who cannot
choose to cases to prosecute, a private
practitioner, as a general rule, is not
obligated to act as counsel for any person
who may wish to become his client. He has
a right to decline employment.
XPN: Canon 14, Rule 14.01 – 14.04
 Canon 14 underscore the duty of a lawyer
to accept employment insofar as the needy
and the poor are concerned, refusal to
accept being made the exception.
Reason: The poor and the needy are the
persons who, when in trouble, need most
the services of a lawyer but hesitate to
secure such services because they cannot
afford to pay counsel’s fees or fear they will
be refused for their inability to compensate
the lawyer.
6.16 A lawyer shall not decline to represent
unpopular clients
 Rule 14.01 makes it a lawyer’s duty not to
decline to represent the accused regardless
of his opinion as to his guilt. (Because the
law presumes him innocent and he is
entitled to acquittal unless his guilt is
proved beyond reasonable doubt.)
Rule 14.01: A lawyer shall not decline to
represent a person solely on account of the
latter’s race, sex, creed or status of life, or
because of his own opinion regarding the guild
of said person.
6.17 A lawyer shall not decline appointment by
the court or by IBP
 The relation of attorney and client may be
created not only by the voluntary
agreement between them but also by
appointment of an attorney as counsel de
oficio for a poor or indigent litigant.
 A court may assign a lawyer to render
professional aid, free of charge, to any party
in a case if upon investigation it appears
that the party is destitute and unable to
employ a lawyer and that the services of
counsel are necessary to secure the ends of
justice and to protect the rights of the
party.
 An appellant who is not confined in prison
may, upon request, be assigned a counsel
de oficio within 10 days from receipt of the
notice to file brief and he establishes his
right thereto.
 The court MAY NOT assign a counsel de
oficio to defend an accused and require
such counsel to proceed with the trial when
the accused has previously manifested his
desire to secure the services of counsel de
parte.
6.18 Frequent appointment of same counsel
discouraged
 REASON: The overburdened counsel may
have too little time to spare for his de oficio
cases, or he may be inordinately eager to
finish such cases to be able to collect his
fees within the earliest possible time.
6.19 A lawyer may refuse to represent indigent
on valid grounds
GR:
 Rule 14.01
 Rule 14.02: A lawyer shall not decline,
except for serious and sufficient cause, an
appointment as counsel de oficio or as
 amicus curiae or a request form the extent of the lawyer’s devotion to his
Integrated Bar of the Philippines or any of client’s cause.
its chapter for rendition of free legal aid.
 The fact that a lawyer merely volunteered
XPN: When he is relieved from the his legal services or that he was a mere
responsibility as counsel de oficio. counsel de oficio neither diminishes nor
alters the degree of professional
 A government lawyer who is called upon, as
responsibility owed to his client.
required by law, to represent the
government or any of its agencies or any
officer in his official capacity, either as
plaintiff or as defendant in a case MAY NOT
generally decline the assignment UNLESS he
is disqualified to act as counsel. Otherwise,
he may be held administratively liable
therefor as a public officer.
 The Sol Gen has the discretion in choosing
whether to prosecute or not to prosecute
or to abandon a prosecution already
started; or to take a position adverse to the
People in a criminal case or to that of a
government agency or official. BUT he
cannot just refrain from performing his duty
as lawyer of the government.
 The government office adversely affected
by the position taken by the Sol Gen, if it
still believes in the merit of its case, may
appear on its own behalf through its legal
officer or representative.
6.20 A lawyer shall observe the same standard
for all clients
Rule 14.04: A lawyer who accepts the cause of a
person unable to pay his professional fees shall
observe the same standard of conduct
governing his relations with paying clients.
 Neither the amount of attorney’s fees nor
the client’s financial ability to pay such fees
should serve as the test to determine the