Is An Outside Trial Attorney Considered a Corporation Agent ?
It is well established that a corporation cannot represent itself in court. (Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal. 3d 724, 729-730 [147 Cal. Rptr. 631, 581 P.2d 636].)
A trial attorney performs services in a court of justice ( id. at p. 730), "and the court is entitled to expect to be aided in resolution of the issues by presentation of the cause through qualified professionals rather than a lay person." ( Id. at p. 732.)
Moreover, a licensed attorney is subject to professional rules of conduct and is required to adhere to ethical standards which would not apply to a layperson. (Ibid.)
Therefore, the relationship of an outside trial attorney and a corporate client does not readily satisfy all of the usual criteria of agency.
When a corporation retains a trial attorney to defend it in litigation, it hires the attorney to perform services in a court of justice (Merco Constr. Engineers, Inc. v. Municipal Court, supra, 21 Cal. 3d at p. 730), rather than to act for, and in its place, in dealings with third persons (cf. Civ. Code, 2295).
A corporation is not free to appoint any person to represent it in court; it may hire only a licensed attorney. (Cf. Civ. Code, 2296.)
A corporation does not hire an attorney by authorizing him or her to do acts which the corporation might do, since the corporation is legally prohibited from doing what it hires the attorney to do. (Cf. Civ. Code, 2304.)