Upholding Integrity: Lawyers' Duty to Avoid Conflicts of Interest and Maintain Professional Conduct

The Supreme Court recently reminded members of the bar that once a lawyer-client relationship is established, lawyers owe a fiduciary duty to their client. In VERA LAW (Del Rosario Bagamasbad & Raboca) v. Atty. Editha R. Hechanova (A.C. No. 13986, February 26, 2025), the Court emphasized that a client's trust is sacred and must remain unsullied by doubt or unfaithfulness. The case serves as an important reminder that abiding by this duty is not only a mark of personal fidelity but a reflection of the integrity of the legal profession.

The Case

The complainant, VERA LAW, was a law partnership where respondent Atty. Editha R. Hechanova worked as an associate in 1991 and later became a partner in 1997, serving as partner-in-charge of the firm's Intellectual Property (IP) Department.

VERA LAW filed a complaint seeking Hechanova's disbarment, alleging that while still a partner, she:

• Registered a company with the Securities and Exchange Commission that directly competed with the firm
• Registered her name with the Intellectual Property Office as a service mark for legal services
• Executed a lease for office space in preparation for her departure
• Recruited two senior lawyers from the firm to join her new practice
• Allegedly took client files and made disparaging statements about the firm

The complaint also alleged that Hechanova violated the rule against representing conflicting interests by opposing a trademark application of a former client and representing parties adverse to another former client.

The Issues

The Court addressed three main issues: whether the complaint should be dismissed due to alleged defects and the complainant's motion to dismiss; whether Hechanova violated Canons 3, 8 and 8.02 of the Code of Professional Responsibility (CPR); and whether she violated Canon 15.03 prohibiting representation of conflicting interests.

The Ruling

The Court ruled that the complaint was validly instituted. While the firm named in the caption was no longer an existing legal entity when the complaint was filed, the complaint could be considered as instituted by one of the former partners, who represented both the firm and himself. The Court also noted that disbarment proceedings are not civil actions—they involve no private interest and are undertaken for public welfare.

The Court likewise held that the complainant's motion to dismiss could not terminate the proceedings. Disbarment proceedings are sui generis, and the desistance or withdrawal of charges by a complainant is looked upon with disfavor. Under Rule 139-B, Section 5 of the Rules of Court, no investigation shall be interrupted or terminated by reason of the complainant's desistance unless the Supreme Court determines there is no compelling reason to continue.

On the merits, the Court found that VERA LAW failed to prove with substantial evidence that Hechanova made false or disparaging statements about the firm, changed power of attorney templates to make herself exclusive attorney-in-fact, or poached the firm's clients. The powers of attorney presented in evidence showed that Hechanova was not designated as exclusive attorney-in-fact—the documents also authorized the firm's other partners and associate attorneys.

However, the Court found that Hechanova violated the duty of dignified conduct. The evidence showed that she recruited two senior lawyers from VERA LAW's IP department to join her new firm while she was still a partner. The offers were made clandestinely, with one lawyer asked to sign a Non-Disclosure Undertaking and another made to promise not to disclose what transpired. The Court found this conduct inconsistent with the courtesy, civility, fairness, and candor owed to professional colleagues.

The Court also found that Hechanova violated the rule against conflict of interest. She opposed a trademark application of a former client despite having previously served as its counsel and resident agent while with VERA LAW. She also represented parties adverse to another former client in a civil case before severing her professional relationship with that client.

The Court modified the penalty imposed by the Integrated Bar of the Philippines, taking into account that this was her first infraction.

Practical Takeaways

• Fiduciary duty is paramount. Once a lawyer-client relationship is established, lawyers owe their clients a sacred duty of loyalty that must remain free from doubt or unfaithfulness.

• Conflict of interest rules are strict. A lawyer cannot represent interests adverse to a former client on matters related to the previous engagement, even after the professional relationship has ended.

• Desistance does not end disciplinary cases. A complainant's withdrawal or settlement in a disbarment case is irrelevant—these proceedings protect the public and determine a lawyer's fitness to practice.

• Preparation to leave a firm is not itself misconduct. However, secretly recruiting colleagues while still a partner, and doing so in a clandestine manner, violates the duty of candor and fairness owed to professional colleagues.

• Substantial evidence is required. Complainants in disciplinary cases must prove their allegations with substantial evidence; mere allegations, without more, will not justify disciplinary action.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.