Can a Florida attorney practicing as a professional association be a partner, through the corporation, in a partnership of attorneys?

Plain-English summary

The committee considered whether an attorney practicing as a professional association can participate, in the form of his corporation, as a partner in a partnership of attorneys. It noted that the committee had found such a proposal improper in Opinion 71-58 (since withdrawn), on the rationale that interjecting a corporate partner into the traditional attorney partnership "would surely lead to confusion and perhaps even some measure of deception because of the hybrid nature of the entity created," and that a lawyer should not hold himself out as a partner or associate of a firm if he is not one in fact, drawing on language similar to EC 2-13.

The committee reasoned that the basic issue was whether the proposed structure would create the confusion that 71-58 sought to prevent. It observed that the number of attorneys practicing in professional associations had increased dramatically since 1971 and that the public had become aware of lawyers' use of the corporate form, and that unlimited liability exists as to each corporate partner in a partnership of professional associations, which protects clients' interests when full disclosure is made.

The majority concluded that so long as the professional-corporation partners are clearly identified wherever the partners' names are listed, the likelihood of confusion is no longer strong enough to dictate the type of entity a lawyer uses, and it overruled Opinion 71-58. A minority would have retained 71-58's proscription, taking the view that a combination of different entities in a single law organization would be misunderstood by the public.

Currency note

This opinion was issued in 1979, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can a lawyer's professional association be a partner in a law firm?

A: The opinion concluded it may, provided the professional-corporation partners are clearly identified in all listings of the partners' names.

Q: Did this overrule an earlier opinion?

A: Yes. The opinion expressly found Opinion 71-58 no longer viable and overruled it.

Q: What was the original concern with corporate partners?

A: The opinion explained the earlier concern, from 71-58, was that a corporate partner in a traditional attorney partnership could cause public confusion or deception because of the hybrid nature of the entity.

Background and rules framework

The opinion interprets language similar to CPR EC 2-13 governing how a lawyer holds out his firm associations; the current cross-reference is to Florida Rule 4-7.21 on firm names and information about legal services, corresponding to Model Rule 7.5.

Citations and references

Rules of Professional Conduct:

• CPR EC 2-13 [see current Florida Rule 4-7.21] (Model Rule 7.5)

Other opinions cited:

• Florida Ethics Opinion 71-58 (overruled by this opinion)

See also

• FL Bar Ethics Op. 93-7: Practicing in Two Law Firms Simultaneously
• FL Bar Ethics Op. 86-1: Associates in a Law Firm Name
• FL Bar Ethics Op. 94-7: Of Counsel and Fee Division Rules

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-79-1/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-79-1-2.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

FLORIDA BAR ETHICS OPINION
OPINION 79-1
September 27, 1979
Advisory ethics opinions are not binding.
An attorney practicing as a professional association can participate, in the form of his corporation, as a partner in a partnership of attorneys.
CPR: EC 2-13 [See current 4-7.21]
Opinion: 71-58
Vice Chairman Mead stated the opinion of the committee:
This inquiry involves the question of whether an attorney practicing as a professional association can participate, in the form of his corporation, as a partner in a partnership of attorneys.
This Committee found such a proposal to be improper in Opinion 71-58 [since withdrawn]. The rationale expressed at that time was that, while the traditional partnership of attorneys reflected a relationship clearly understood by the public, interjecting a corporate partner into this relationship "would surely lead to confusion and perhaps even some measure of deception because of the hybrid nature of the entity created." The Committee also relied on language similar to that found in EC 2-13 to the effect that a lawyer "should not hold himself out as being a partner or associate of a law firm if he is not one in fact."
The basic issue here is whether or not the proposed course of action is such that it will create the confusion that 71-58 was designed to prevent. In this connection, it must be noted that the number of attorneys practicing in professional associations has increased dramatically from 1971 to date, and the public has become aware of the use of the corporate form by lawyers. Further, in a partnership consisting of professional associations, unlimited liability exists as to each corporate partner; this should protect the clients' interests, as long as full disclosure is made, in dealing with that partner.
The majority of the Committee finds that as long as the professional corporation partners in the law firm partnership are clearly identified in all instances in which the names of the partners are listed, the likelihood of confusion arising out of this relationship, which may have existed eight years ago, is no longer strong enough to require us to dictate to any attorney the type of entity to be used by him in his practice of law. Accordingly, we find Opinion 71-58 no longer viable and it is hereby overruled.
A minority of the Committee takes the view that a combination of different entities in a single organization engaged in the practice of law would be misunderstood by the public and would require proscription of the proposed course of action in accordance with 71-58.