An attorney in dealing with his client must make a full and fair disclosure of all material facts.1 If the transaction is advantageous for the attorney, he has the burden of showing that full disclosure was made and that the

20 Nevada Nickel Syndicate v. Nickel Co., 96 Fed. 133.

21 Morey v. Laird, 108 la. 670, 77 N. W. 835.

22Donovan v. Champion, 85 Fed. 71, 29 C. C. A. 30; Vinson v. Pugh, 173 N. Car. 189, 01 S. E. 838; Hunter Realty Co. v. Spencer, 21 Okla. 155, 95 Pac. 757 [sub nomine, Horner v. Spencer, 17 L. R. A. (N.S.) 622]; Miranovitz v. Gee, 163 Wis. 246, 157 N. W. 790.

23 Yeoman v. Lasley, 40 O. S. 190.

24 Wiley v. Stewart, 122 111. 545, 14 N. E. 835.

25 Vinson v. Pugh, 173 N. Car. 189, 91 S. E. 838. 26Hunter Realty Co. v. Spencer, 21

Okla. 155, 95 Pac. 757 [sub nomine, Horner v. Spencer, 17 L. R. A. (N.S.) 622].

27 Cannell v. Smith, 142 Pa. St. 2.5, 12 L. R. A. 395, 21 Atl. 793.

28Kidd v. Williams, 132 Ala. 140, 56 L. R. A. 879, 31 So. 458.

29Orlandi v. Gray, 125 Cal. 372, 58 Pac. 15.

30Ziebarth v. Donaldson, - Minn. - , 169 N. W. 253.

1 United States, Baker v. Humphrey, 101 U. S. 494, 25 L. ed. 1065.

California. Cox v. Del mas, 99 Cal. 104, 33 Pac. 836.

Illinois. Elmore v. Johnson, 143 111. 513, 21 L. R. A. 366, 32 N. E. 413; transaction was fair and reasonable.2 The attorney must use the utmost good faith in his dealings with his client.3 To uphold the transaction he must "prove that the transaction was fair, honest and honorable. Any doubt as to its fairness must be resolved in favor of his client."4 In the absence of such showing the contract will be presumed fraudulent.5

Miller v. Whelan, 158 111. 544, 42 N. E. 59; Warner v. Flack, 278 111. 303, 116 N. E. .197.

Iowa. Donaldson v. Eaton, 136 la. 650, 125 Am. St. Rep. 275, 114 N. W. 19.

Kentucky. Bibb v. Smith, 31 Ky. (1 Dana) 580; Williams v. Reese, 177 Ky. 679, 198 S. W. 27.

Michigan. Beedle v. Crane, 91 Mich. 429, 51 N. W. 1070; Roberts v. Sholes, 144 Mich. 215, 107 N. W. 904.

Minnesota. Svendsgaard v. Grimes, 130 Minn. 469, 162 N. W. 298.

Missouri. Bucher v. Hohl, 199 Mo. 320, 116 Am. St. Rep. 492, 97 S. W. 922; Crooks v. Looney, - Mo. - , 197 S. W. 125.

Nebraska. Diedrichs v. Stephenson, 101 Neb. 366, 163 N. W. 153.

New Jersey. Povey v. Ready, 87 N. J. Eq. 199, 100 Atl. 556.

Tennessee. Rose v. Mynatt, 13 Tenn. (7 Yerg.) 30.

Wisconsin. Vanasse v. Reid, 111 Wis. 303, 87 N. W. 192; Armstrong v. Morrow, 166 Wis. 1, 163 N. W. 179.

2 England. Wright v. Carter [1903], 1 Ch. 27.

Illinois. Ross v. Payson, 160 111. 349, 43 N. E. 399; Robinson v. Sharp, 201 111. 86, 66 N. E. 299 [affirming 103 111. App. 239]; Warner v. Flack, 278 111. 303, 116 N. E. 197.

Kentucky. Williams v. Reese, 177 Ky. 679, 198 S. W. 27 (obiter).

Missouri Bucher v. Hohl, 199 Mo. 320, 116 Am. St. Rep. 492, 97 S. W. 922; Crooks v. Looney, - Mo. - , 197 S. W. 123.

Wisconsin, Armstrong v. Morrow, 166 Wis. 1, 163 N. W. 179.

3 Svendsgaard v. Grimes, 136 Minn.

469, 162 N. W. 298; Diedrichs v. Stephenson, 101 Neb. 366, 163 N. W. 153; Armstrong v. Morrow, 166 Wis. 1, 163 N. W. 179.

"If an attorney purchase his client's property, concerning which his advice is sought, the transaction is always viewed with suspicion, and the attorney assumes the heavy burden of proving not only that there was no overreaching of the client, but that the client acted upon the fullest information and advice as to his rights. In other words, the attorney must prove uberrimae fides, or the transaction will be set aside by a court of equity. These principles are so well established as to need no citation of authorities, and to the credit of the profession, be it said, it is rarely necessary to invoke them." Young v. Murphy, 120 Wis. 49, 97 N. W. 496 [quoted in Armstrong v. Morrow, 166 Wis. 1, 163 N. W. 179].

4Cassem v. Heustis, 201 111. 208, 94 Am. St. Rep. 160, 66 N. E. 283.

5 Illinois. Willin v. Burdette, 172 111. 117, 49 N. E. 1000; Warner v. Flack, 278 111. 303, 116 N. E. 197.

Indiana. French v. Cunningham, 149 Ind. 632, 49 N. E. 797; Shirk v. Neible, 156 Ind. 66, 83 Am. St. Rep. 150, 59 N. E. 281.

Kentucky. Bibb v. Smith, 31 Ky. (1 Dana) 580.

Maryland. Merryman v. Euler, 59 Md. 588, 43 Am. Rep. 564.

Michigan. Gray v. Emmons, 7 Mich. 533.

New Jersey. Povey v. Ready, 87 N. J. Eq. 199, 100 Atl. 556.

Tennessee. Phillips v. Overton, 7 Tenn. (4 Hayw.) 291; Rose v. Mynatt, 13 Tenn. (7 Yerg.) 30.

In some states this rule has been applied to the original contract of employment, as to the contract fixing the compensation of the attorney.6 A contract for the payment to the attorney of one-half of the total amount to be recovered, which amounted to a large sum, will be set aside if the attorney knew that but little work to recover such amount would be involved, and if he did not disclose such fact to his client.7 A contract by which an attorney agrees to accept for his fees the difference between a certain amount and the amount for which he can compromise the claim of his client's wife for alimony, is voidable if the attorney does not disclose the fact that such wife has already agreed to take a certain amount as alimony.8 The most usual application of this rule, however, is to contracts between attorney and client after the employment has begun, and they have entered upon their confidential relations.9 A contract after the employment has begun fixing10 or increasing11 the attorney's compensation,12 or a contract whereby the attorney purchases from the client property with reference to which the employment has been entered on, as where the attorney buys from his client a note,13 or a judgment,14 or a claim,15 placed in his hands for collection, is treated as fraudulent. The existence of fraud is especially clear if it is shown that the client does not understand the nature of the transaction.16 "An attorney can in no case without the client's consent buy and hold otherwise than in trust any

6McMahan v. Smith, 53 Tenn. (6 Heisk.) 167.

7In re Hahn, 84 N. J. Eq. 523, 94 Atl. 953.

8 Donaldson v. Eaton, 136 la. 650,125 Am. St. Rep. 275, 114 N. W. 19.

9 Cassem v. Heustis, 201 III. 208, 94 Am. St. Rep. 160, 66 N. E. 283; Dunn v. Dunn, 42 N. J. Eq. 431, 7 Atl. 842; Thomas v. Turner, 87 Va. 1, 12 S. E. 149, 668.

10 Dickinson v. Bradford, 59 Ala. 581, 31 Am. Rep. 23; Shirk v. Neible, 156 Ind. 66, 83 Am. St. Rep. 150, 59 N. E. 281.

11 Lecatt v. Sallee, 3 Port. (Ala.) 115, 29 Am. Dec. 249; Cassem v. Heustis, 201 111. 208, 94 Am. St. Rep. 160, 66 N. E. 283; Vance v. Elleson, 76 W. Va. 592, 85 S. E. 776.

12 However a contract for compensation which is not upheld in its entirety, has been upheld as security for a reasonable compensation. Thomas v. Turner, 87 Va. 1, 12 S. E. 149, 668.

13Burnham v. Heselton, 82 Me. 495, 9 L. R. A. 90, 20 Atl. 80 (for much less than its value); to same effect see Marshall v. Joy, 17 Vt. 546.

14Stubinger v. Frey, 116 Ga. 396, 42 S. E. 713; Morrison v. Smith, 130 111. 304, 23 N. E. 241; Howell v. Ranson, 11 Paige (N. Y.) 538.

15 Brooks v. Pratt, 118 Fed. 725, 55 G. C. A. 515. (In this case the clients were incompetent to transact business, the attorney was a relative and they had no independent advice.) Kickland v. Egan, 36 S. D. 428, 155 N. W. 192.

16 Lothian v. Lothian, 88 la. 396, 55 N. W. 465. (In this case the client was a woman of seventy-five.) adverse title or interest touching the thing to which his employment relates."17 A, an attorney employed by B, the owner of realty, to draw a contract of sale of certain realty, discovered a technical defect in the title, the legal title being in X. A then induced X to quit-claim to A's brother. It was held that B could compel A to convey to B, on paying to A what A had paid to X for the quit-claim deed.18 A, an attorney employed by B to buy a certain tract from X, induced X to convey it indirectly to A's partner, Y, who sold it to B at a greatly increased price without B's knowledge. Relief was granted to B.19 The omission by the attorney for an estate to disclose material facts to the heirs, may avoid a contract.20 If the attorney buys his client's land at a sheriff's sale under a contract to hold it for his client, and this fact is announced to the bidders at the sale, the attorney will be held as a trustee for his client.21 An attorney can not use, for his own profit, as against his client, information which he has acquired in his professional capacity.22

An attorney can not represent conflicting interests in the same transaction.23

If fair, reasonable and made on full disclosure of facts, a contract between attorney and client,24 such as a contract for compensation,25 such as agreement in the nature of an account stated, fixing the amount of compensation of the attorney, the relationship having ceased and the client having independent legal advice;26 and also including a contract to pay the attorney the usual commission for selling realty other than that in litigation,27 or an assignment of the client's interest under a decree of foreclosure,28 is valid. The mere fact that the property is soon resold at an advance does not make the contract invalid.29 An agreement whereby an attorney is to buy his client's property on execution sale, for the attorney's own benefit, is upheld if fair and reasonable,30 and the client's creditors can not attack such sale.31

17 Baker v. Humphrey, 101 U. S. 494, 501, 25 L. ed. 1065. To the same effect flee:

England. Lewis v. Hillman, 3 H. L. Cm. 607.

Illinois. Moore v. Bracken, 27 111. 22.

New York. Case v. Carroll, 35 N. Y. 385.

Pennsylvania. Smith v. Brother-line, 62 Pa. St. 461.

Vermont. Davis v. Smith, 43 Vt. 269.

18 Baker v. Humphrey, 101 U. S. 494, 25 L. ed. 1065.

19 Roberts v. Sholes, 144 Mich. 215, 107 N. W. 904.

20Beedle v. Crane, 91 Mich. 429, 51 N. W. 1070.

21 Holmes v. Holmes, 106 Ga. 858, 33 S. E. 216.

22Healy v. Gray, - la. - , 168 N. W. 222.

23ln re Four Solicitors [1901], i Q.

B. 187.

24 Bowdoin College v. Merritt, 75 Fed. 480; Rochester v. Campbell, 184 Ind. 421, 111 N. E. 420; Tippett v. Brooks, 95 Tex. 335, 67 S. W. 512 [writ of error denied, 95 Tex. 335, 67 S. W. 495].

25 Ballard v. Carr, 48 Cal. 74; Stieg-litz v. Settle, 175 Cal. 131, 165 Pac. 436; Lindt v. Linder, 117 la. 110, 90 N. W. 596; Spaulding v. Beidleman, - Okla. - , 160 Pac. 1120.

26 In re Duntley, 227 Fed. 381, 142

C. C. A. 77.

These rules do not apply where the client has no real interest in the transaction.32 An attorney for a receiver may purchase property sold at the receiver's sale.33

If the transaction between attorney and client is not intended to be for the advantage of the attorney, fraud is not presumed. Thus fraud is not presumed in deed of trust from client to attorney where not to attorney's advantage.34