One of my law firm's named partners was just suspended from practice. Do we have to take his or her name off the firm name, and can we still pay out earned fees for work done before the suspension?
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This page answers the general question as of 2001. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Currency note
This opinion was issued in 2001, before Rhode Island's later renumbering of 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 Treat this page as historical context, not current guidance.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 mentioned here.
Plain-English summary
A law firm's name included the name of a founding partner whose license had been suspended by the Rhode Island Supreme Court. The suspended attorney had worked full-time in a nonlawyer capacity elsewhere for several years but remained licensed, continued providing legal services at the firm, and remained a shareholder until the suspension; the firm's compensation practice was to calculate and pay each shareholder's share after the calendar year ended, so the suspended attorney's final payment for pre-suspension work would be calculated and paid after the suspension took effect.
On the firm-name question, the panel applied Rule 7.5(a), which allows a trade name only if it does not otherwise violate Rule 7.1's bar on false or misleading communications, and the commentary to Rule 7.5, which explains that a firm name may include deceased or retired members but is misleading if it includes a lawyer no longer associated with the firm. The panel found the suspended attorney was not retired, having remained licensed, active, and a shareholder until the suspension, and concluded continued use of the name was misleading and violated Rules 7.1 and 7.5(a). It separately noted that Article II, Rule 10(i) of the Rhode Island Supreme Court Rules, governing professional service corporations, independently barred continuing the name of an attorney-employee whose employment or partnership had terminated. The panel rejected the argument that characterizing the firm name as a mere trade name avoided this result, treating the misleading character of the name as controlling regardless of that characterization.
On the compensation question, the panel held Rule 5.4(a)'s bar on fee-sharing with nonlawyers did not prevent the firm from paying the suspended attorney a quantum meruit share for work performed before the suspension, citing its own prior opinions, R.I. Sup. Ct. Ethics Advisory Panel Op. 91-71 (1991) and Op. 92-58 (1992), and reasoning that deferring the calculation and payment date to after the suspension did not change the firm's obligation to pay for pre-suspension work.
Common questions
Q: Do we have to change our firm name if a named partner is suspended, even temporarily?
A: Yes, according to this opinion, if the suspended attorney is not retired and remains a firm shareholder providing services until the suspension; keeping the name is misleading under Rules 7.1 and 7.5(a) for as long as the suspension lasts.
Q: Does it matter if we call the firm name a "trade name" instead of a partner-name designation?
A: No. The panel found the name misleading regardless of whether it is characterized as a trade name.
Q: Can we still pay the suspended attorney for work done before the suspension if the final payout happens afterward?
A: Yes. The panel held Rule 5.4(a) does not bar paying a suspended attorney a quantum meruit share for pre-suspension work, even if payment is calculated and made after the suspension's effective date.
Background and rules framework
The opinion applies Rule 7.1 (Model Rule 7.1, false or misleading communications) and Rule 7.5(a) (Model Rule 7.5, Firm Names and Letterheads), under which a firm name is permissible only if it does not violate Rule 7.1, and is misleading if it includes the name of a lawyer no longer associated with the firm (other than a deceased or retired member, per the rule's commentary). It also applies Rule 5.4(a) (Model Rule 5.4, Professional Independence of a Lawyer), which generally bars fee-sharing with nonlawyers but does not bar paying a suspended lawyer for work performed while still licensed.
Citations and references
Rules of Professional Conduct:
- MR 7.1 (false or misleading communications) / RI Rule 7.1
- MR 7.5(a) (Firm Names and Letterheads) / RI Rule 7.5(a)
- MR 5.4(a) (fee-sharing with nonlawyers) / RI Rule 5.4(a)
- Rhode Island Supreme Court Rules, Article II, Rule 10(i) (naming requirements for professional service corporations practicing law)
Other opinions cited:
- R.I. Sup. Ct. Ethics Advisory Panel Op. 91-71 (1991): a suspended lawyer may be paid for work performed while licensed
- R.I. Sup. Ct. Ethics Advisory Panel Op. 92-58 (1992): same principle
See also
Source
- Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
- Original PDF: https://www.courts.ri.gov/Opinions/EAP%202001-07.pdf
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
Final 2001-07
Page 3
Rhode Island Supreme Court Ethics Advisory Panel
Opinion No. 2001-07 Request No. 833
Issued October 18, 2001
Facts:
The name of the inquiring attorney's law firm contains the name of an attorney whose license to
practice law has been suspended by the Rhode Island Supreme Court. The suspended attorney
is one of the founding partners of a partnership which was named after him/her and another partner.
The law firm now practices law as a personal service corporation with the same name.
For several years before the suspension, the attorney was employed full-time for another
corporation in a nonlawyer capacity. Although the inquiring attorney states that at the time of the order
of suspension, the attorney was "effectively retired" from the firm, the attorney remained licensed to
practice law and continued to provide legal services at the law firm until the suspension. He/she also
continued to be a shareholder in the firm. By agreement, the attorney's compensation was calculated
and paid after the end of each calendar year. The attorney was suspended from the practice of law
before the end of a calendar year.
Issues Presented:
The inquiring attorney asks the following: (1) May the law firm continue to use the firm name
which contains the name of the suspended attorney? (2) May the law firm pay the suspended attorney
for services he/she performed before the suspension where the final calculation and payment of
compensation is made after the effective date of the suspension?
Opinion:
(1) The suspended attorney's name must be removed from the law firm name during the period
of suspension. (2) The law firm may pay the suspended attorney on a quantum meruit
basis for services he/she rendered prior to his/her suspension.
Reasoning:
Rule 7.5(a) of the Rules of Professional Conduct entitled "Firm Names and Letterheads"
applies to this inquiry. It provides as follows:
(a) A lawyer shall not use a firm name, letterhead or other
professional designation that violates Rule 7.1. A trade name
may be used by a lawyer in private practice if it does not imply
a connection with a government agency or with a public or
charitable legal services organization and is not otherwise in
violation of Rule 7.1.
Final 2001-07
Page 3
Rule 7.1 prohibits lawyers from making " a false or misleading communication about the lawyer
or the lawyer's services." The Commentary to Rule 7.5 provides further guidance. It states in pertinent
part:
A firm may be designated by the names of all or some of its
members, by the names of deceased members where there has
been a continuing succession in the firm's identity or by a trade
name such as the "ABC Legal Clinic." Although the United
States Supreme Court has held that legislation may prohibit the
use of trade names in professional practice, use of such names
in law practice is acceptable so long as it is not misleading. . .
. It may be observed that any firm name including the name of a
deceased partner is, strictly speaking, a trade name. The
use of such names to designate law firms has proven a useful
means of identification. However, it is misleading to use the
name of a lawyer not associated with the firm or a predecessor
of the firm.
A suspended attorney is not associated with his/her law firm during a period of suspension. The
Panel is therefore of the opinion that the continued use of the suspended attorney's name in the firm
name is misleading, and violates Rule 7.1 and Rule 7.5(a).1
1
Other authority supports the Panel's conclusion that the suspended lawyer's name must be removed
from the firm name, specifically, Rhode Island Supreme Court Rules, Art. II, Rule 10, which governs
the practice of law by professional service corporations and limited liability partnerships. Subdivision (i)
of Rule 10 sets forth the requirements relating to the name of a professional service corporation that is
licensed to practice law. In pertinent part it states:
The name of every limited entity engaged in the practice of law shall contain the
name of one or more of its attorney-employees except as hereinafter provided.
. . . The use of a trade name, an assumed name, or any name that is misleading
as to the identity of the attorney or attorneys employed by the limited liability
entity in the practice of law is prohibited: however, if otherwise lawful, such
limited liability entity may use as, or continue to include in , its name the name or
names of one or more of its deceased or retired attorney-employees or of a
predecessor firm in a continuing line of succession. . . . nor shall the name of any
attorney-employee whose employment or partnership has been terminated be
continued in the name of the limited liability entity except as provided herein.
Final 2001-07
Page 3
The Rules of Professional Conduct and Rule 10(i) of Article II of the Supreme Court Rules
permit the continued use of names of retired or deceased lawyers in law firm names. Based on the
facts as presented in the instant inquiry, the Panel finds that the attorney in question was not retired.
He/she remained licensed to practice law, continued to provide legal services at the law firm, and
remained a shareholder in the corporation, until the suspension. The attorney is no longer associated
with the law firm because of the suspension.
The Panel rejects the assertion of the inquiring attorney that the firm name is a trade name and
as such, the removal of the suspended attorney's name from the firm name is not required. While the
issue of whether or not the name of the law firm in this inquiry constitutes a trade name is a matter of
substantive law and is not a question of ethics, the Panel concludes that the continued use of the
suspended attorney's name in the law firm's name, regardless of whether or not it is deemed a trade
name, is misleading, violates Rules 7.1 and 7.5(a) of the Rules of Professional Conduct, and violates
Rule 10(i) of Article II of the Supreme Court Rules. The inquiring attorney is therefore advised that the
suspended attorney's name be removed from the firm name during the period of suspension.
Rule 5.4(a) of the Rules of Professional Conduct prohibits lawyers from sharing fees with
nonlawyers. However, a suspended lawyer is entitled to, and a lawyer may pay a suspended lawyer,
his/her share of fees, as long as the fee to be paid to the suspended lawyer is calculated on the basis of
work performed by him/her. See R.I. Sup. Ct. Ethics Advisory Panel Op. 91-71(1991, R.I. Sup. Ct.
Ethics Advisory Panel Op. 92-58(1992). The fact that, in the instant inquiry, payment is deferred by
agreement to a date after the effective date of the suspension does not affect the law firm's obligation to
pay. The Panel concludes that the inquiring attorney's law firm may pay the suspended attorney on a
quantum meruit basis for services he/she rendered prior to his/her suspension.
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