JARED KARSTETTER and JULIE KARSTETTER, his spouse, who together form a marital community, Petitioners,
KING COUNTY CORRECTIONS GUILD, a nonprofit corporation doing business as a labor union; RANDY WEAVER, SONYA WEAVER, LEONARD ORTH, KATHERINE ORTH, GARRIN CLARK, GABRIEL VIGIL, Respondents, and WILLIAM B. AITCHISON, ANIL S. KARIA, TREVOR CALDWELL, individually and as representatives; and PUBLIC SAFETY LAW GROUP, a legal services public corporation, Defendants.
from the lawyers of old, who toiled "alone in a solitary
office . . . unhallowed by humanizing domestic associations,
" today's attorneys often work together
with lawyers and nonlawyers alike, for clients ranging from
nonprofits and government agencies to massive,
multijurisdictional corporations. See Hugh D.
Spitzer, Model Rule 5.7 and Lawyers in Government
Jobs-How Can They Ever Be "Non-Lawyers”?, 30
Geo. J. Legal Ethics 45, 47 (2017) ("An increasing
number of law graduates with licenses to practice are not
engaged in traditional legal jobs."); Orly Lobel,
Lawyering Loyalties: Speech Rights and Duties within
Twenty-First-Century New Governance, 77 Fordham L. Rev.
1245, 1262 (2009) (in-house attorneys have
"administrative, managerial, and compliance
responsibilities that are outside the direct scope of their
legal roles"); Grace M. Giesel, The Ethics or
Employment Dilemma of In-House Counsel, 5 Geo. J. Legal
Ethics 535, 544 (1992) (explaining that in-house counsel are
considered "an essential component of the management
team" by corporations and that these "attorneys
affect the full range of corporate decisions"). The
evolution in legal practice has uniquely affected the
in-house attorney employee and generated unique legal and
ethical questions unlike anything contemplated by our Rules
of Professional Conduct (RPCs).
case before us today presents just such a question: we must
decide whether modern in-house employee attorneys should be
treated differently from traditional private practice lawyers
under our RPCs. We conclude that they should.
in the narrow context of in-house employee attorneys,
contract and wrongful discharge suits are available, provided
these suits can be brought without violence to the integrity
of the attorney-client relationship. Accordingly, we hold
that Jared Karstetter alleged legally cognizable claims and
pleaded sufficient facts to overcome a CR 12(b)(6) motion of
dismissal. We reverse the Court of Appeals' ruling
dismissing Karstetter's claims and remand the case to the
trial court for further proceedings consistent with this
and Procedural History
worked for labor organizations representing King County
corrections officers for over 20 years. In 1987, Karstetter
began working directly for the King County Corrections
Officers Guild (Guild). Throughout his employment with the
Guild, Karstetter operated under successive 5-year contracts
that provided for just cause termination. This termination
Consistent with the rights and expectations of the members
that the GUILD represents ATTORNEY may be terminated for just
cause. The definition of Just Cause shall be the same
definition that is currently contained in the Collective
Bargaining Agreement for GUILD members. In the event that the
GUILD wishes to exercise this provision, due notice shall be
provided to ATTORNEY and an opportunity to correct any
behavior that GUILD deems inappropriate. ATTORNEY shall be
afforded fundamental due process and an opportunity to answer
to any and all charges. Termination of this Agreement shall
be reserved as a final option.
CP at 13 (employment contract).
Karstetter formed his own law firm and worked primarily for
the Guild. He offered services to at least one other client.
His employment contracts remained substantially the same.
Karstetter's wife also worked for the Guild as
Karstetter's office assistant.
2016, the King County ombudsman's office contacted
Karstetter regarding a whistle-blower complaint concerning
parking reimbursements to Guild members. The Guild's
vice-president directed Karstetter to cooperate with the
investigation. The Guild sought advice from an outside law
firm, which advised the Guild to immediately terminate
Karstetter. In April 2016, the Guild took this advice and,
without providing the remedial options listed in his
contract, fired Karstetter.
response, Karstetter and his wife filed suit against the
Guild, alleging, among other things, breach of contract and
wrongful discharge in violation of public policy. The Guild
moved to dismiss the suit for failure to state a claim. The
trial court partially granted the motion but allowed
Karstetter's claims for breach of contract and wrongful
termination to proceed. On interlocutory review, the Court of
Appeals reversed and remanded the case, directing the trial
court to dismiss Karstetter's remaining breach of
contract and wrongful termination claims. Karstetter v.
King County Corn Guild, 1 Wn.App. 2d 822, 407 P.3d 384
(2017). Karstetter sought review here, which we granted.
Guild argues that Karstetter's breach of contract and
wrongful discharge claims are precluded by our ethical rules
and should have been dismissed. Dismissal under CR 12(b)(6)
is warranted only if we conclude that the plaintiff cannot
prove any set of facts justifying recovery. Kinney v.
Cook, 159 Wn.2d 837, 842, 154 P.3d 206 (2007) (quoting
Tenore v. AT&T Wireless Servs., 136 Wn.2d 322,
330, 962 P.2d 104 (1998)). All facts alleged in the complaint
are taken as true, and we may consider hypothetical facts
supporting the plaintiff's claim. Id. Whether
Karstetter has alleged legally cognizable claims is a
question of law that we review de novo. Hoffer v.
State, 110 Wn.2d 415, 420, 755 P.2d 781 (1988),
adhered to on recons., 113 Wn.2d 148, 776 P.2d 963
1.16 does not necessarily prohibit in-house attorney
1.16(a)(3) states that "a lawyer shall not represent a
client... if... the lawyer is discharged." This rule
robustly protects a client's right to terminate an
attorney at any time, for any reason. RPC 1.16 cmt. 4;
Belli v. Shaw, 98 Wn.2d 569, 577, 657 P.2d 315
(1983). Clients must trust their lawyers. When a client loses
confidence in his or her attorney, the trust relationship is
fractured, and a client must be allowed to discharge that
attorney in order to engage another, better-suited advocate.
In this traditional attorney-client relationship, RPC 1.16
would almost certainly prohibit a lawyer from bringing
employment claims against a client. But such an
interpretation of RPC 1.16 is neither required nor reasonable
in the nontraditional circumstances of in-house attorney
Guild asserts that to protect individual clients and the
public generally, RPC 1.16 applies to all attorneys without
exception. But in and of itself, RPC 1.16 does not stand for
this proposition. The rule simply states that clients may
discharge their attorneys. RPC 1.16(a)(3). The rule specifies
no reasons or requirements a client must meet to discharge an
attorney-termination is allowed "at any time, with or
without cause." RPC 1.16 cmt. 4. Importantly, however,
RPC 1.16 does not recognize, let alone discuss, the
nontraditional circumstances surrounding in-house attorneys
and whether the rule does or should apply in that context. We
have not "set out any all-encompassing rule for how
violation of any RPC in connection with a contract might
affect that contract's enforceability." LK
Operating, LLC v. Collection Grp., LLC,181 Wn.2d 48,
89, 331 P.3d 1147 (2014). Nor have we interpreted our ethical
rules as providing absolute insulation from attorney-client
litigation. See Kimball v. Pub. Util.Dist. No.
1 of Douglas County,64 Wn.2d 252, 258, 391 P.2d 205
(1964) (discharged counsel may seek recovery for unjust
enrichment). Indeed, ...