Can a law firm advertise a service under a trade name like 'The Business Law Center, a division of Smith & Jones' without naming every lawyer involved?

Plain-English summary

A lawyer asked whether a firm could practice law as "The Business Law Center, a division of Smith & Jones, attorneys-at-law" or as "The Business Law Center, operated by Smith & Jones, attorneys-at-law."

The opinion concluded a trade name is permissible so long as a responsible lawyer is clearly associated with it. It applied the general advertising standard of Supreme Court Administrative Order 1978-4 (communications that are not false, fraudulent, misleading, or deceptive) and the parallel ABA Model Rule 7.1. Reviewing a long line of committee opinions (CI-343 through CI-854), it explained that using a fictitious or assumed trade name without identifying the associated lawyer is misleading, but a trade name in an otherwise proper advertisement is permissible when the lawyer or firm name appears in conjunction with it and is "clearly associated" with the trade name. The opinion concluded that listing every lawyer is unnecessary and impractical for large groups, so long as the advertisement refers the client to a lawyer who will take responsibility for the group's actions, consistent with the principle that lawyers be directly identified with their work product (CI-357).

Given that requirement, the opinion found no ethical distinction between "a division of" and "operated by" Smith & Jones, assuming Smith and Jones are in fact partners, since it would be misleading to indicate a relationship that does not exist (ABA Model Rule 7.5(d)). It concluded the use of a trade name in legal advertising is permissible where a responsible lawyer clearly associated with the trade name is named, and noted that whether an advertisement complies with Michigan trade-name law is beyond the committee's jurisdiction.

Currency note

This opinion was issued in 1984 under the former Michigan Code of Professional Responsibility (MCPR) and Administrative Order 1978-4, which the Michigan Supreme Court replaced with the Michigan Rules of Professional Conduct effective October 1, 1988, and amended further thereafter. The disciplinary rule it construes (MCPR DR 2-102) is no longer in force; the modern principles appear in MRPC 7.1 and 7.5. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule or requirement mentioned here.

Common questions

Q: Can a firm advertise under a trade name like "The Business Law Center"?

A: The opinion concluded yes, so long as a lawyer or firm responsible for the group's actions is clearly associated with the trade name in the advertisement.

Q: Does the firm have to list every lawyer involved?

A: No. The opinion concluded listing all lawyers is unnecessary and impractical for large groups, provided the advertisement refers the client to a responsible lawyer.

Q: Is there a difference between "a division of" and "operated by"?

A: The opinion concluded there is no ethical distinction between the two phrasings, assuming the named lawyers are in fact partners, because it would be misleading to imply a relationship that does not exist.

Background and rules framework

The opinion applied Administrative Order 1978-4 and MCPR DR 2-102, the predecessors of today's Michigan rules (the analogues of Model Rule 7.1 on misleading communications and Model Rule 7.5 on firm names and trade names). It relied on a line of committee informal opinions (CI-343, CI-357, CI-405, CI-646, CI-788, CI-852, CI-854).

Citations and references

Rules of Professional Conduct (as cited):

• Michigan Supreme Court Administrative Order 1978-4 (lawyer advertising standard)
• MCPR DR 2-102 (firm names and trade names)

Other opinions cited:

• Michigan CI-343, CI-357, CI-405, CI-646, CI-788, CI-852, CI-854: trade names and the responsible-lawyer requirement

See also

• Mich Ethics Op. RI-16: a lawyer's name in trade-name advertising
• Mich Ethics Op. RI-130: franchising a firm trade name
• Mich Ethics Op. RI-173: a common-surname trade name
• Mich Ethics Op. C-230: misleading "association of professional corporations" letterhead

Source

• Landing page: https://www.michbar.org/opinions/ethics/numbered_opinions?OpinionID=22&Type=6

Original opinion text

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

C-231

July, 1984

SYLLABUS

Use of a trade name in legal advertising is permissible where the name of a lawyer responsible for the actions of the group is clearly associated with the trade name.

References: Admin. Order 1978-4; CI-343, CI-357, CI-405, CI-646, CI-788, CI-852, CI-854.

TEXT

A lawyer asks whether a law firm practice law as "The Business Law Center, a division of Smith & Jones, attorneys-at-law" or as "The Business Law Center, operated by Smith & Jones, attorneys-at-law."

Supreme Court Administrative Order 1978-4 (as extended), expresses the general rule regarding advertising, and states:

"A lawyer may on behalf of himself, partner, or associate, or any other lawyer affiliated with him or his firm, use or participate in the use of any form of public communication that is not false, fraudulent, misleading, or deceptive. . . ."

ABA Model Rule of Professional Conduct 7.1 adopts the same approach, providing in part:

"A lawyer shall not make a false or misleading communications about the lawyer of lawyer's services. A communication is false or misleading if it:

"(a) contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement considered as a whole not materially misleading . . . ."

This committee consistently has held that it is misleading and therefore unethical to use a fictitious or assumed trade name without identifying the lawyer associated with the enterprise. CI-854, CI-852, CI-788, CI-646, CI-454, CI-405, CI-357, and CI-343. However, "use of a trade name in an otherwise proper advertisement is not unethical so long as the name or names of the lawyers or law firm appear in conjunction with the advertisement." CI-854; see CI-852, CI-454, CI-405, CI-357, CI-343. See also ABA Model Rule of Professional Conduct 7.5(a), use of a trade name is appropriate if it does not violate ABA Model Rule 7.1.

Thus use of a trade name is appropriate so long as the names of the lawyers are used and are "clearly associated" with the use of the trade name. CI-405. See CI-788, advertising stating that program administered "through" lawyer's office satisfies requirement of CI-405.

Although some ethics opinions have stated that it is necessary to list the names of all lawyers associated with the use of the trade name, e.g., CI-646, CI-854, such a requirement is impractical for large groups of lawyers and is unnecessary so long as the advertisement refers the client to a lawyer who will take responsibility for the actions of the group. The requirement that a responsible lawyer be named is consistent with the belief that "professional responsibility to the client and the public in general mandate that lawyers be directly identified with their work product," CI-357.

If this requirement is met, there appears to be no ethical distinction between the use of the terms "a division of" and "operated by" Smith & Jones.

In reaching the conclusion that it is proper to state that the Business Law Center "is operated by" Smith & Jones, or is "a division of" Smith & Jones, we assume that Smith and Jones are in fact partners. It is misleading and therefore unethical to indicate a relationship between Smith and Jones which does not in fact exist, CI-854; Administrative Order 1978-4; ABA Model Rule of Professional Conduct 7.5(d), lawyers may state or imply that they practice in a partnership or other organization only when that is the fact.

Therefore, use of a trade name in legal advertising is permissible where the name of a responsible lawyer clearly associated with the trade name is included in the advertisement.

Any questions regarding whether an advertisement comports with Michigan law concerning trade names is beyond the jurisdiction of this committee. CI-646.