Can a lawyer practice in two separate law firms at the same time?

Plain-English summary

The inquiring attorney had formed a professional association with another Florida lawyer to practice entertainment law under a trade name; the second lawyer was also the sole shareholder of a white-collar criminal defense firm. The inquirer asked about the ethical considerations of practicing in more than one firm. The committee stated the general rule that a lawyer is not ethically precluded from practicing simultaneously in two bona fide firms, then identified circumstances where problems could arise.

First, in contingent-fee personal injury matters (including medical malpractice), lawyers in different firms must obtain court approval to divide a fee other than 25%/75% (Rule 4-1.5(f)(4)(D)); it would be improper to form a third firm solely to evade that rule (Rule 4-8.4(a)), though personal injury was not involved here. Second, the committee described the "parallel law firm" arrangement, used to hide the true nature of a firm and its members, which the Standing Committee on Advertising had concluded is intentionally misleading conduct violating the advertising rules (then Rules 4-7.1 and 4-7.7, now 4-7.13 and 4-7.21), quoting that committee's hypothetical at length. Third, a misleading trade name (such as one falsely suggesting the firm limits its practice to a single area) could violate the advertising rules.

The committee concluded the proposed arrangement would be permissible provided the new specialty firm is actually organized and operated as a separate, bona fide firm in compliance with the advertising rules and not for the sole purpose of evading the 25%/75% fee-division rule. It noted that specific advertising questions should be directed to the Standing Committee on Advertising.

Currency note

This opinion was issued in 1994, 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 Treat this page as historical context, not current guidance.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. The opinion notes the advertising rules it cites (then Rules 4-7.1 and 4-7.7) correspond to current Rules 4-7.13 and 4-7.21.

Common questions

Q: Can a Florida lawyer belong to two law firms at the same time?

A: Under this opinion, yes, generally; a lawyer is not ethically precluded from practicing simultaneously in two separate, bona fide firms.

Q: When does practicing in two firms become improper?

A: Per the opinion, when the arrangement is used to mislead the public (such as a "parallel firm" or a misleading trade name) or to evade the contingent-fee division rule by forming a firm solely for that purpose.

Q: What about a trade name limited to one practice area?

A: The committee said a trade name that falsely suggests the firm limits its practice to one area could be misleading and violate the advertising rules.

Background and rules framework

The opinion applied the advertising and trade-name rules (then Rules 4-7.1 and 4-7.7, now 4-7.13 and 4-7.21; Model Rules 7.1 and 7.5), the contingent-fee division rule for personal injury matters (Rule 4-1.5(f)(4)(D); Model Rule 1.5), and the prohibition on circumventing a rule through the acts of another (Rule 4-8.4(a); Model Rule 8.4).

Citations and references

Rules of Professional Conduct:

• Model Rule 7.1 / Fla. Rule 4-7.1 (misleading communications; now Rule 4-7.13)
• Model Rule 7.5 / Fla. Rule 4-7.7 (trade names; now Rule 4-7.21)
• Model Rule 1.5 / Fla. Rule 4-1.5(f)(4)(D) (contingent-fee division in personal injury matters)
• Model Rule 8.4 / Fla. Rule 4-8.4(a) (violating the rules through the acts of another)

Other opinions cited:

• Fla. Ethics Op. 76-7; ABA Informal Opinions 1253, 83-1499

See also

• FL Bar Ethics Op. 93-6: Joint Venture Between Two Law Firms
• FL Bar Ethics Op. 94-6: Operating a Mediation Department Within a Law Firm
• FL Bar Ethics Op. 00-1: Keeping a Retired Partner's Name in the Firm Name

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-93-7/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-93-7-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 93-7
May 15, 1994
Advisory ethics opinions are not binding.
Generally speaking, an attorney is not ethically precluded from practicing simultaneously in two separate, bona fide law firms. There are, however, ethical concerns that could arise as a result of an attorney's practice in more than one firm. These concerns include problems of deceptive conduct, misleading advertising, and attempts to evade rules imposing limitations on the division of contingent fees.
RPC: 4-1.5(f)(4)(D), 4-7.1 [See current 4-7.13], 4-7.7 [See current 4-7.21], 4-8.4(a)
Opinions: 76-7; ABA Informal Opinions 1253, 83-1499
Misc.: Handbook on Lawyer Advertising and Solicitation, Florida Bar Standing Committee on Advertising; Rule 4, Florida Bar Procedures for Ruling on Questions of Ethics

A member of The Florida Bar has requested an advisory ethics opinion. The operative facts as presented by the inquiring attorney are as follows.

The inquiring attorney has formed a professional association with another Florida attorney for the purpose of practicing entertainment law under a trade name. The second attorney is also the sole shareholder in a white collar criminal defense firm. The inquiring attorney requests an opinion on the ethical considerations involved in such an arrangement.

As a general rule, an attorney is not ethically precluded from practicing simultaneously in two bona fide law firms. See Florida Ethics Opinion 76-7; ABA Informal Opinions 83-1499 and 1253. There are however, particular circumstances under which ethical problems could arise as a result of an attorney's membership in two firms.

For example, the Supreme Court of Florida has mandated that, in personal injury-type cases (including medical malpractice cases) handled on a contingent fee basis, attorneys in different firms must obtain court approval if they wish to share the fees in a proportion other than 25%-75% (i.e., no more than 25% to the "secondary" firm and no less than 75% to the "primary" firm). Rule 4-1.5(f)(4)(D), Rules Regulating The Florida Bar. Under this rule, attorneys in two different firms may co-counsel a medical malpractice case and share the fee on, for example, a 50%-50% basis only with the court's approval. It would be improper for members of two different law firms to form a third firm for the sole purpose of evading this fee-division rule. See Rule 4-8.4(a). This does not appear to be an issue here since personal injury law is not involved.

Another example of how an attorney's membership in two firms might be ethically improper under some circumstances is the "parallel law firm" situation. In essence, this arrangement is used in order to hide the true nature of the firm and its members. The Florida Bar's Standing Committee on Advertising has concluded that such intentional misleading conduct violates Rules 4-7.1 and 4-7.7 [See current Rules 4-7.13 and 4-7.21]. In its Handbook on Lawyer Advertising and Solicitation, the Standing Committee on Advertising addressed the ethical considerations involved in a hypothetical firm arrangement by using the following example:

The law firm of "Smith & Brown" creates a professional association solely for the purpose of handling personal injury matters. "The Personal Injury Firm" would be wholly owned by "Smith & Brown" or the shareholders of "Smith & Brown." The personal injury practice would have its own letterhead, and pleadings would be signed in the name of the new entity. Business cards would contain the attorney's name and the new entity's name when the attorney is handling a personal injury matter. Separate books and records would be kept for the personal injury practice. "Smith & Brown" would agree to provide the new entity with employees, facilities, and equipment and in return the new entity would pay "Smith & Brown" a fee based on the amount of profit earned by the new entity. The new entity would be "parallel firm" to "Smith & Brown." The committee believes that the creation of a "parallel firm" appears contrary to 4-7.7 [See current Rule 4-7.21] because it is deceptive and misleading contrary to 4-7.1. [See current Rule 4-7.13]. Clients and prospective clients should know the full extent of the nature of a firm's practice. Such considerations are matters that play a significant role when a prospective client decides which firm to hire. For example, an insurance company may not wish to retain a firm that represents personal injury plaintiffs, or vice versa.

A third example of potential impropriety could arise if a misleading trade name is used by the proposed new firm. Use of a trade name such as "Entertainment Law Center" [not the name proposed here] could be misleading, and thus violative of Rule 4-7.1 and 4-7.7 [See current Rules 4-7.13 and 4-7.21], if it falsely suggests to the public that members of the trade name firm limit their practice to entertainment law. Prospective clients could then reasonably infer that the trade name firm's members possess special skills and qualifications in the area of entertainment law that may not be possessed by attorneys who have chosen not to limit their practice to one area of the law, or that clients will be dealing with a firm whose members concentrate their efforts totally in one area of the law, when in reality those attorneys handle not only entertainment law matters but other types of cases as well.

In view of the considerations discussed above, it can be concluded that it will be ethically permissible for the inquiring attorneys to participate in the proposed arrangement provided the new specialty firm actually is organized and operated as a separate, bona fide law firm in compliance with the attorney advertising rules and not for the sole purpose of evading the 25%-75% fee-division rule.

(Although advertising issues have been mentioned in this opinion for illustrative purposes, specific questions requiring interpretation or application of the advertising rules, Rules 4-7.1 through 4-7.7 of the Rules Regulating The Florida Bar [See current Rules 4-7.11 and 4-7.22], should be directed to the Bar's Standing Committee on Advertising. See Rule 4, Florida Bar Procedures for Ruling on Questions of Ethics.)