UNIVERSITY OF PITTSBURGH POLICY 01-05-01
SECTION: General Counsel
SUBJECT: Legal Services
EFFECTIVE DATE: April 27, 1990
This policy establishes the responsibilities of General Counsel for providing legal services
to other units of the University, and identifies those matters that require legal review by
General Counsel. It extends to all University matters for which any employee of the
University or its subsidiaries or affiliates might want or need to consult an attorney.
Compliance with this policy will enable the University to minimize the risk of litigation;
reduce uncertainty and disruption in its affairs; and take advantage of its legal rights,
protections, and opportunities.
General Counsel, for purposes of this policy, includes attorneys on General Counsel's
staff and, for matters specific to the Medical and Health Care Division (MHCD), the Vice
President - Legal and Corporate Affairs of the MHCD and his or her staff.
The major responsibility of General Counsel is to ensure that the legal rights and
opportunities of the University and its employees are protected, and that their legal
obligations are met. Any employee who suspects that an attorney's advice might be
helpful or necessary on a particular matter should promptly submit that matter for review
to General Counsel.
The matter should be submitted to General Counsel in writing, with full background
explanation and documentation, as far as possible in advance of the time for final action.
It should first have been reviewed by the chief administrator responsible for the activity.
General Counsel should be consulted in advance on the following particular matters,
- Contracts and agreements (see below)
- Incoming subpoenas and other legal papers (see below)
- Government investigations (see below)
- Proposed actions entailing a substantial risk of civil or criminal liability
- Involuntary terminations of employees
- Student disciplinary matters where the possible sanction may be suspension for one
term or more severe
- Government investigations
- Press inquires regarding pending or potential litigation
- Transactions where an adverse party is represented by counsel
- Any other situation in which legal or quasi-legal issues may be involved
General Counsel will manage all litigation and other legal proceedings on behalf of the
University and its employees, and will advise on all other legal matters. General Counsel
will not provide legal services to employees or students in their personal capacities (but
see Defense and Indemnification of Employees below).
Contracts and Agreements
All proposed contracts and agreements (including offers of employment, bid specifications,
intern placement agreements, leases, loans, letters of intent, and memoranda of
understanding) to which the University is to be a party should be referred in writing to
General Counsel for drafting or review as far as possible in advance of negotiations with
the other party. Exceptions to this rule are standard agreements that have already been
approved by General Counsel for routine use by other University units such as Purchasing
or the Office of Research.
Generally, agreements should be submitted to General Counsel only after they have been
approved in substance by the chief administrator responsible for the subject matter of the
agreements. The administrator will have primary responsibility of obtaining any required
review by other units of the University.
General Counsel will return the proposed agreement to the initiating administrator with
written comments and recommendations.
Incoming Subpoenas and Other Legal Papers
All subpoenas, summonses, complaints, wage attachments, and other legal papers served
on employees in their business capacity, whether or not the University is named as a party
to the proceedings, should be forwarded to General Counsel by hand immediately upon
If investigators from a government agency request an interview with a University employee,
or seek data, documents, or access to files, they should be told that the University will
generally cooperate, but only after consultation with its lawyers. Without any further
response to the investigators, the employee should immediately telephone General Counsel
for advice and instructions.
Defense and Indemnification of Employees
The University will defend and/or indemnify employees in connection with actual or
threatened legal proceedings that arise out of the employees' actions within the scope of
their University duties and authority, subject to the limitations contained in University policy
and procedure 07-06-06, Faculty and Staff Indemnification.
General Counsel will determine whether legal matters require the assistance of outside
counsel and, if so, will select outside counsel and will supervise and approve outside
counsel's services and fees. Employees may not contact outside counsel directly on
University business without the prior permission of General Counsel.
Confidentiality and Privilege
For both legal and ethical reasons, confidentiality is of utmost importance in many matters
referred to attorneys. In order to preserve confidentiality and legal privilege for oral and
written communications between General Counsel (or outside counsel) and other University
employees, all matters involving counsel should be treated confidentially, unless they are
obviously suitable for disclosure to the public. Administrators in their correspondence
with counsel should state explicitly if they are "requesting legal advice," "anticipating
litigation," or furnishing counsel "confidential information," since these points are important
to creating and maintaining a legal privilege for the communications. Employees should
also keep legal files segregated from open files. Legal files should be disclosed only on the
strictest need-to-know basis and only within the University. In sensitive matters, employees
should not create unnecessary documents.