2. Failure to Disclose Material Facts-Client's Crime or Fraud A lawyer must disclose material facts to a third person when necessary to avoid assisting the client in a crime or fraud-unless the lawyer is forbidden to do so by the ethical duty of confidentiality. [ABA Model Rule 4.1(b)] Under the ABA Model Rules 118. PROFESSIONAL RESPONSIBILITY view, where the duty of confidentiality prevents the lawyer from disclosing material facts, and where continued representation would require the lawyer to assist in the client's crime or fraud, the lawyer must withdraw. [See ABA Model Rules 1.16(a) (1), 1.2(d); ABA Formal Op. 92-366 (1992)] The lawyer may notify the affected third person of the withdrawal and may withdraw or disaffirm any opinion, document, or affirmation previously furnished in connection with the matter. [See ABA Model Rules 1.2, comment 10; 4.1, comment 3; and see ABA Formal Op. 92-366 (1992)] 2. A C EXAMPLE Client C hired attorney A to obtain import licenses to sell C's chemical fertilizer in apprectionS Sul bus to X Australia and New Zealand. While the license applications were pending, C and A negotiated a contract to sell C's entire fertilizer business to X. At C's request, A pre- pared a "Statement of Operations, Assets, and Liabilities" for X. In the statement, A represented that the Australian and New Zealand import licenses were pending and that in A's opinion they would be granted. Before the sale was closed, both Austra- lia and New Zealand notified C that they would not issue the import licenses, and C conveyed this information to A in confidence. A advised C that X must be informed of this material fact, but C responded: "To hell with X-your job is to get the sale com- pleted. Now get busy." Under the ABA Model Rules view, the duty of confidentiality forbids A from revealing the license denial to X, but if A continues with the represen- tation, he will be assisting C in defrauding X. A must withdraw. A may advise X of his withdrawal, and he may disaffirm his prior opinion as to the Australian and New Zea- land import licenses. The Restatement takes a simpler, more forthright position. The news of the license denial is not protected by the duty of confidentiality because the law of fraud requires A to disclose it to X. [See Restatement $$63, 98, comment d]