By Tarrian L. Ellis, Business Law Today
Although legal practice is governed by complex rules and nuanced statutes, the American Bar Association Business Law Section’s recent Fall Meeting program, “Yogi Berra Does Legal Ethics: A Legal Ethics Presentation in Nine Innings,” proved that even the most challenging ethical obligations can be grounded in common-sense wisdom.
On Friday, September 19, 2025, the Business Law Section’s Professional Responsibility Committee, in partnership with the Consumer Financial Services and In-House Counsel Committees, organized a panel highlighting an array of ethics issues encountered by in-house counsel and retained outside counsel.
Utilizing the unconventional wit of baseball legend Yogi Berra to delve into the ABA Model Rules of Professional Conduct, the panel provided essential lessons for both in-house and outside counsel navigating entity representation. The program drove home the idea that ethical practice requires proactive vigilance, reinforcing its supplemental materials’ warning: “If you don’t know where you are going, you might wind up someplace else.”
The Expert Lineup
The discussion, moderated by attorney Sanford “Sandy” Shatz, Of Counsel at McGlinchey Stafford LLP, featured expert insights from a distinguished lineup. The leadoff hitter was Amy Richardson, Chair of the ethics and malpractice group at HWG Law and a professor at Duke Law School. She was joined by Bridget M. McCormack, President and CEO of the American Arbitration Association-International Center for Dispute Resolution, and the cleanup hitter, A.J. Singleton, General Counsel and Member of Stoll Keenon Ogden PLLC.
Defining the Client and the Scope of Representation
The opening innings highlighted the foundational rules that define corporate legal work, beginning with the client’s primacy.
1st Inning: Clients (Rule 1.2)—“So I’m ugly. I never saw anyone hit with his face.”
The program started with Yogi’s famously humble quote. This was used to stress that under Rule 1.2, the client is the one who sets the goals and makes the material decisions. Richardson highlighted the crucial distinction between a client’s objectives and the lawyer’s means to achieve them, clarifying where the lawyer’s authority lies: “When it comes to the objectives of the work that they’re doing for the client, that is the client’s call. . . . But when it comes to the means, we as attorneys have providence over that.”
2nd Inning: Organization as Client (Rule 1.13(a))—“I’m a lucky guy, and I’m happy to be with the Yankees. And I want to thank everyone for making this night necessary.”
This segment focused on the core principle of entity representation: The entity itself—not its employees or officers—is the client. Singleton detailed the duty to “report up” under Rule 1.13(b) if a lawyer discovers that an action or inaction by a constituent will cause substantial injury to the organizational client. Singleton affirmed that in this situation, the lawyer is “required to take into account the best interest. . . of the organizational clients and report up.”
3rd Inning: Client-Lawyer Relationships—“Pair up in threes.”
Yogi’s contradictory grouping set the theme for the discussion of complex relationships, such as the Insured-Insurer-Attorney triangle. The key takeaway here was the importance of the Upjohn warning and maintaining a clear boundary, ensuring nonclient constituents do not mistake the lawyer for their personal counsel.
Core Duties: Confidentiality and Conflicts
The program then moved to the bedrock duties of loyalty and preservation of information.
4th Inning: Duty of Confidentiality (Rule 1.6(a))—“I don’t know (if they were men or women fans running naked across the field). They had bags over their heads.”
Tackling one of the most misunderstood rules, the panel used this quotation to discuss Rule 1.6(a). This rule prohibits a lawyer from revealing “information relating to the representation of a client” unless explicitly authorized or permitted by a narrow exception. Singleton clarified that even information filed in a public court pleading is not automatically exempt from the ethical duty of confidentiality.
McCormack offered her view from the business side, affirming her confidence in the bar’s commitment to the rule: “I do not worry about confidentiality. . . . I still feel pretty confident that the bar is going to meet its requirements here.”
5th Inning: Conflicts (Rule 1.7(a))—“He hits from both sides of the plate. He’s amphibious.”
The discussion of concurrent conflicts was introduced by this memorable, if slightly inaccurate, observation. Rule 1.7(a) governs concurrent conflicts and applies strictly to all business lawyers. Richardson stressed the high risk when representing startups, particularly when personal guarantees are involved. She advised, “I think it’s even more important to be really clear with founders of a small business that you have this ethical duty to the business.” Singleton added that while certain conflicts are waivable, the waiver must be in writing.
Maintaining Integrity and Managing the Endgame
The latter half of the program shifted focus to the lawyer’s personal duties of self-reflection and candor, and professional closing procedures.
6th Inning: Owning Up When You Make a Mistake—“We made too many wrong mistakes.”
The panel introduced the topic of remedial duty using this candid, if confusing, quote. The discussion focused on ABA Formal Opinion 481 and Rule 1.4, which together require a lawyer to inform a current client if the lawyer believes they may have materially erred. An error is material if a disinterested lawyer would conclude it is reasonably likely to harm the client or cause the client to consider terminating the representation.
7th Inning Stretch: Not Making False Statements (Rule 4.1)—“Half the lies they tell about me aren’t true.”
Candor was championed with this Yogi quote, which introduced Rule 4.1. Rule 4.1 prohibits lawyers from knowingly making false statements of material fact or law to third persons. The rule serves as a constant reminder that integrity is nonnegotiable in all professional dealings.
8th Inning: Dealing with Unrealistic Expectations (Rule 1.4)—“Making predictions is hard to do, especially about the future.”
The critical importance of managing client expectations was highlighted by this prescient quote. The discussion reinforced the lawyer’s obligation under Rule 1.4 (Communications) to clearly explain matters and advise the client on the probability of outcomes, particularly when predicting future litigation or transactional results.
9th Inning: Professional Misconduct (Rule 8.4(c))—“The towels were so thick there I could hardly close my suitcase.”
The panel closed the regulation innings with one of Berra’s most famous observations. This was used to discuss Rule 8.4(c), which prohibits conduct involving dishonesty, fraud, deceit, or misrepresentation, reinforcing the fundamental ethical mandate that lawyers must not deceive others, even via exaggeration.
Extra Innings: Declining or Terminating a Representation (Rule 1.16(d))—“It ain’t over ’til it’s over.”
The final, crucial lesson came in the form of possibly the most famous Yogi-ism. This lesson focused on Rule 1.16(d), which mandates that a lawyer must take reasonable steps to protect a client’s interests upon termination. The panel stressed the vital role of the “close-out” or disengagement letter. Shatz emphasized the value of this documentation.
