Can a lawyer who takes over a dissolved firm's practice call himself 'successor to' that firm on his letterhead and notify the firm's old clients?

Plain-English summary

A three-lawyer firm had operated under a firm name including all three. The senior member died, the two survivors continued until one retired in early 1963, and the last surviving member died a few months later. The widow of the last member asked a lawyer from a neighboring community, who had never been associated with the firm, to take over the practice, keep the former office intact, and retain the employees. The lawyer, who intended to keep his own existing office, asked whether he could maintain two offices and place on his letterhead language such as "John Doe, successor to Black, Brown & White," and whether he could notify the firm's clients that he had taken over the practice and kept the records and files intact.

The Committee held the contemplated action definitely improper. The phrase "successor to," despite the restricted circulation proposed, constituted solicitation in contravention of Canon 27, citing New York City Bar opinions reaching the same conclusion about announcements that solicit a former firm's clients directly or indirectly.

The Committee added a second ground: with one partner retired and the other two deceased, the firm had been dissolved in fact. The continuance of a firm name is the privilege of continuing partners and is not available to an individual lawyer after the firm ceases to exist.

Currency note

This opinion was issued in January 1964, before New Jersey's September 13, 1971 adoption of the Disciplinary Rules (Code of Professional Responsibility), and well before the 1984 Rules of Professional Conduct and all later revisions. It applied Canon 27 of the former Canons of Professional Ethics; communications about a lawyer's services and firm names are now governed by RPC 7.1 and RPC 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 Treat this page as historical context, not current guidance.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: Could the lawyer use "successor to [the firm]" on his letterhead?

A: No. The Committee held the phrase constituted solicitation contravening Canon 27, even given the limited circulation the lawyer proposed.

Q: Could he keep using the old firm's name?

A: No. The Committee held the firm had dissolved, and continuing a firm name is the privilege of continuing partners, not available to an individual lawyer who was never a partner.

Q: Could he notify the firm's former clients that he had taken over?

A: The Committee treated the proposed notice as part of the improper plan, since announcing the takeover in this way solicited the former firm's clients.

Background and rules framework

The opinion applied Canon 27 of the former Canons of Professional Ethics, treating a "successor to" designation as solicitation, and the rule that a firm name belongs to continuing partners and cannot survive the firm's dissolution in an individual's hands. These subjects are now governed by RPC 7.1 and RPC 7.5.

Citations and references

Rules of Professional Conduct (as in effect at the time):

• Canon of Professional Ethics 27 (advertising and solicitation)

Other opinions cited:

• Association of the Bar of the City of New York, Committee on Professional Ethics, Opinions 735 (1949), 798 (1955), 803 (1955): "successor to" announcements as improper solicitation
• Drinker, Legal Ethics 208 (1953): a firm name is the privilege of continuing partners

See also

• NJ ACPE Op. 198: Firm Name of a Partner Who Leaves to Join Another Firm
• NJ ACPE Op. 109: Retirement Announcement
• NJ ACPE Op. 330: Office Letterhead, Associates, and an Administrator

Source

• Landing page: https://law.justia.com/cases/new-jersey/advisory-committee-on-professional-ethics/2004/acp25-1.html

Original opinion text

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

87 N.J.L.J. 19
January 9, 1964

OPINION 25

Professional Announcements
"Successor To"

An extensive law practice had been conducted by three lawyers under a firm name which included all three of them. The senior member died some time ago and the two surviving lawyers continued the practice until one of them retired in early 1963 and the remaining living member died a few months ago.

The widow of the last surviving member has requested another lawyer of a neighboring community, who was never associated with the firm, to take over the practice and, at the same time, the widow has indicated her desire that the former office remain intact and that the employees also continue in employment.

The attorney who is considering this move intends to continue his own office at his present address and he inquires as to whether it would be ethical if he maintained two offices, the first being his own where he has been for years, and the second at the address of the partnership, and if he placed on his letterheads of the partnership language similar to the following "John Doe, successor to Black, Brown & White, 123 Main Street, Garden State City, New Jersey."

He also wants to know whether it would be in order for him to send out a notice in some form to the clients of the partnership informing them that he has taken over the law practice and that all records and files have been kept intact.

It is the opinion of this Committee that this contemplated action is definitely improper. It is also the opinion of this Committee that the phrase "successor to," despite the restricted circulation which the applicant proposes, constitutes solicitation in contravention of the Canons of Professional Ethics, Canon 27. See Ass'n. of the Bar, City of N.Y., Committee on Professional Ethics, Opinion 735 (1949). See also Opinion 798 (1955) of that Committee, which has related language. In that opinion, the Committee reiterated that such conduct would be improper. See also Opinion 803 (1955) of that Committee, wherein it used specific language in stating that it was improper to announce a change in such a way as to solicit the business directly or indirectly of the former clients of the partnership. (See Canon 27, above referred to.)

In addition to the above, with the retirement of one of the partners, and with the death of the other two, it becomes quite obvious that the firm actually has indirectly or directly been dissolved. The continuance of a firm name is the privilege of continuing partners and is not available to an individual lawyer after the firm ceases, in fact, to exist. See Drinker, Legal Ethics 208 (1953).