Office-sharing lawyers advertise as 'an association of independent attorneys.' Is that misleading, and are we treated as a firm?

Plain-English summary

Attorneys A, B, C, and D share office space and operate four separate practices. Each maintains a separate client account and has separate business cards, stationery, files, and telephone directory listings, but they share secretarial and office expenses. They display a sign reading "Law Offices" that lists each attorney's name vertically, beneath which the sign states "An Association of Independent Attorneys," and they run a local newspaper advertisement containing the same phrase after their names. They asked whether the sign and advertisement are misleading and whether it is proper to share secretarial services.

The opinion applies Rules 7.1 and 7.5. Rule 7.1 bars a false or misleading communication about the lawyer or the lawyer's services; Rule 7.5(a) bars a firm name, letterhead, or professional designation that violates Rule 7.1; and Rule 7.5(d) permits stating or implying a partnership or organization only when that is the fact. The opinion concludes the attorneys are not stating or implying they are a partnership, and that the phrase "an association of independent attorneys" on the sign and in the advertisement does not violate these rules.

The opinion adds, however, that for purposes of Rule 1.10 ("Imputed Disqualification") the attorneys will be regarded as a firm. It notes the Comment to Rule 1.10 provides that any two or more lawyers who list their names successively in any form of advertising will be regarded as a firm for Rule 1.10 purposes, notwithstanding disclaimers such as "an association of independent attorneys." On the shared secretarial services, the opinion states the arrangement is not directly addressed by the Rules but cautions there is a potential risk of compromising client confidences, and that whether confidentiality is preserved depends on the attorneys' access to information and is a question of fact.

In practice

Under this opinion, the disclaimer works for advertising purposes but not for conflicts purposes. The "association of independent attorneys" language does not make the sign or advertisement misleading under Rules 7.1 and 7.5, because the attorneys are not holding themselves out as a partnership. But the same successive listing of names in advertising causes them to be treated as a firm under Rule 1.10, so imputed disqualification applies notwithstanding the disclaimer. The opinion treats shared secretarial services as unaddressed by the Rules and frames confidentiality as a fact question turning on access to information.

Common questions

Q: Is "an association of independent attorneys" a misleading designation?

A: No. The opinion concludes the phrase does not violate Rules 7.1 or 7.5 because the attorneys are not stating or implying that they are a partnership.

Q: Are office-sharing lawyers who advertise together treated as a firm?

A: Yes, for Rule 1.10. The opinion says lawyers who list their names successively in advertising are regarded as a firm for imputed-disqualification purposes despite a disclaimer.

Q: Can the attorneys share secretarial services?

A: The opinion says the arrangement is not directly addressed by the Rules, but cautions of a potential risk to client confidences that depends on the attorneys' access to information and is a question of fact.

Background and rules framework

The opinion interprets Rhode Island Rules of Professional Conduct 7.1 (communications about a lawyer's services), 7.5 (firm names and letterheads), and 1.10 (imputed disqualification), analogs of the corresponding Model Rules. Rule 7.5(d) permits implying a partnership only when it exists; the Comment to Rule 1.10 treats lawyers who list their names successively in advertising as a firm for imputation purposes regardless of a disclaimer.

Citations and references

Rules of Professional Conduct:

• MR 7.1 / RI RPC 7.1 (false or misleading communications)
• MR 7.5 / RI RPC 7.5(a), (d) (firm names; implying a partnership only when it is the fact)
• MR 1.10 / RI RPC 1.10 (imputed disqualification; Comment on successive name listing)

See also

• RI EAP Opinion 93-61: LL.M credentials, advertising, and a nonlawyer affiliation under 7.4 and 5.4
• RI EAP Opinion 93-50: lawyer-spouses are not a firm and 1.8(i) does not disqualify

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%2093-66.pdf

Original opinion text

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

(FINAL)
ETHICS ADVISORY PANEL
OPINION #93-66, REQUEST #405
Issued September 14, 1993

Attorneys A, B, C and D share office space and operate four (4) separate practices. Each attorney maintains a separate client account and has separate business cards, stationery, files and telephone directory listings. They do, however, share secretarial and office expenses. The attorneys display a sign in front of their office which states "Law Offices" and lists vertically each attorney's name. Beneath their names, the sign states the phrase "An Association of Independent Attorneys." From time to time, they also place an advertisement in a local newspaper which contains the same phrase after their names.

The attorneys inquire as to whether the office sign and the advertisement are misleading. They also ask whether it is proper to share secretarial services.

Rules 7.1 and 7.5 govern restrictions on information about legal services. Rule 7.1 states that "[a] lawyer shall not make a false or misleading communication about the lawyer or the lawyer's services." Rule 7.5(a) provides that "[a] lawyer shall not use a firm name, letterhead, or other professional designation that violates Rule 7.1." Rule 7.5(d) states that "[l]awyers may state or imply that they practice in a partnership or organization only when that is the fact."

In this situation, the Panel is of the opinion that the inquiring attorneys are not stating or implying that they are a partnership. The phrase "an association of independent attorneys," as stated on the attorneys' office sign and in their advertisement, does not violate the above stated Rules. However, for the purpose of Rule 1.10, entitled "Imputed Disqualification," they will be regarded as a firm. The comment to Rule 1.10 indicates that any two (2) or more lawyers who list their names successively in any form of advertising will be regarded as a firm for the purposes of Rule 1.10, notwithstanding disclaimers such as "an association of independent attorneys."

With respect to the propriety of the attorneys sharing secretarial services, the Panel believes that such an arrangement is not directly addressed by the Rules. The Panel cautions, however, that there is a potential risk of compromising client confidences under this practice. Whether confidentiality is preserved depends on the attorneys' access to information and is a question of fact depending on the particular circumstances.