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Introduction

Under Washington law, a lawyer is sometimes asked to provide an evaluation relating to a client’s affairs not just for the client’s benefit — but for a third‐party (for example, a prospective buyer, lender, or other outside person). That is governed by RPC 2.3. The rule sets out when such evaluations are ethically permissible, what disclosures and protections apply, and when a client’s informed consent is required. In this article, we discuss what RPC 2.3 means, when it applies, and what both lawyers and clients should know before proceeding with third‑party evaluations.

What RPC 2.3 Says

The text of RPC 2.3 provides three core provisions: Washington Courts

  • (a) A lawyer may provide an evaluation of a matter affecting a client for use by someone other than the client — if the lawyer reasonably believes that providing the evaluation is compatible with other aspects of the lawyer’s relationship with the client. Washington Courts+1
  • (b) If the lawyer knows (or reasonably should know) that the evaluation is likely to affect the client’s interests materially and adversely, then the lawyer must obtain the client’s informed consent before providing the evaluation. Washington Courts
  • (c) Except for what is disclosed in the evaluation report, all information related to the evaluation remains protected under confidentiality (per RPC 1.6). Washington Courts+1

In short: third‑party evaluations are allowed, but with guardrails to protect the client’s interests and confidentiality.

What “Evaluation” Means — And When It Applies

The rule’s Commentary (applicable under Washington’s version) explains that “evaluation” under RPC 2.3 refers to an analysis or opinion about a client’s legal affairs, produced at the client’s direction (or when impliedly authorized) and intended for a third‑party’s use. Washington Courts+1

Common examples:

  • A lawyer is asked to give a legal opinion on property title for a prospective purchaser or lender. Washington Courts+1
  • A lawyer evaluates the legality of securities or compliance prior to a business sale or transfer, when a third‑party (e.g., an investor or regulator) requires assurance. Washington Courts+1

Importantly, an “evaluation” under RPC 2.3 is not the same as an investigation of a third person (for example, someone who is not the lawyer’s client). If a lawyer is retained by a purchaser to analyze a vendor’s title, the vendor is not the client, so the analysis of the vendor’s affairs would not fall under RPC 2.3. Washington Courts+1

RPC 2.3’s requirements — particularly subsection (b) — are designed to prevent harm to the client’s interests when an evaluation might disadvantage the client, or reveal sensitive information. Key ethical safeguards include:

  • The lawyer must determine whether the evaluation is “compatible” with other responsibilities to the client (e.g., advocacy, confidentiality, loyalty). If these conflict (for example, if the lawyer is defending the client in litigation), providing the evaluation may be inappropriate. Washington Courts+1
  • If there is a risk of materially adverse impact on the client, the lawyer must obtain informed consent: after explaining the risks and alternatives, the client must agree to the evaluation. Washington Courts+1
  • Confidentiality remains in effect: even when an evaluation is provided to a third‑party, only the evaluation itself may be disclosed — other information related to the evaluation must remain protected under RPC 1.6. Washington Courts+1
  • Any limitations on the scope of the evaluation (e.g., time constraints, scope of research, excluded sources) should be clearly described in the evaluation report. The lawyer must also avoid making false or misleading statements of material fact or law. Washington Courts+1

Why Rule 2.3 Matters in Washington Practice

In many legal transactions — real estate closings, corporate sales, securities offerings, business acquisitions — third parties need reliable legal assessments about a client’s affairs before proceeding. Rule 2.3 allows lawyers to provide these assessments in a way that balances the interests of the client, the third party, and the public.

But because the evaluation may affect the client’s legal or financial interests, RPC 2.3 protects clients by ensuring lawyers must carefully evaluate whether providing the evaluation is appropriate, and must obtain informed consent when there’s a risk of harm.

This helps preserve core obligations under Washington’s ethics rules: confidentiality, loyalty, and informed client decision‑making.

What Clients Should Know

If you’re a client in Washington and your attorney proposes to provide an evaluation for a third party (e.g., to a buyer, lender, investor, or government agency), you should expect:

  • A clear explanation of what the evaluation will cover, to whom it will be given, and for what purpose.
  • Disclosure of any possible risks or adverse effects on your interests — such as legal liability, confidentiality concerns, or business impact — along with alternatives.
  • A request for your informed consent if there is a meaningful risk to your interests.
  • Assurance that unrelated or confidential information not relevant to the evaluation will be kept private.

If you’re not comfortable giving consent, you have the right to decline — and your attorney should refuse to proceed with the evaluation under RPC 2.3(b).

Conclusion & Call to Action

Blanford Law recognizes the importance of ethical, client‑focused legal representation under Washington’s professional standards. If you need a lawyer to perform or review a third‑party evaluation — or simply want to understand how RPC 2.3 applies to your circumstances — contact Blanford Law today at ken@blanfordlaw.com or 253‑720‑9304for guidance on your legal matter.

Additional Resources