My law partner is leaving to take a government job. He says I can keep his name in the firm name. Can I keep calling the firm by both our names?

Plain-English summary

Attorneys A and B had organized their firm as a professional service corporation named "A & B, Inc. Attorneys at Law." Attorney B was leaving to become a government attorney, and Attorney A wanted to keep the current firm name after B's departure. Attorney B had consented to the continued use of his name. Attorney A asked whether he could retain the firm name.

The panel concluded he could not. It reasoned that Rules 7.1 and 7.5 of the Rules of Professional Conduct, together with Article II, Rule 10 of the Supreme Court Rules governing admission to practice, made continued use of B's name impermissible. Rule 7.1 prohibits false or misleading communications about a lawyer's services, and Rule 7.5(a) bars a firm name that violates Rule 7.1. The panel drew on the Comment to Rule 7.5, which observes that using the name of a lawyer not associated with the firm or a predecessor of the firm is misleading.

The panel noted that Article II, Rule 10(i) requires a limited liability entity's name to contain the name of one or more of its attorney-employees, prohibits names misleading as to the identity of the attorneys employed, and provides that the name of an attorney who assumes a judicial, legislative, public-executive, or administrative post shall not be continued during any significant period in which he is not actively engaged in the firm's practice. The panel concluded that continued use of B's name after his severance from the firm was misleading and inconsistent with Article II, Rule 10, and advised Attorney A that he may not continue to use the current firm name.

Currency note

This opinion was issued in May 1999, after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rules 7.1 and 7.5 as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process. Subsequent rule amendments or later opinions may have changed the analysis, including the treatment of trade names. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule mentioned here.

Common questions

Q: Can a firm keep a departing partner's name in its name if the partner consents?

A: No, on these facts. The opinion concluded that continued use of the departing partner's name would be misleading under Rules 7.1 and 7.5 and inconsistent with Article II, Rule 10, and that the partner's consent did not change that result.

Q: Why was keeping the name considered misleading?

A: The opinion relied on the Comment to Rule 7.5, which states that it is misleading to use the name of a lawyer not associated with the firm or a predecessor of the firm, and on Rule 7.1's bar on false or misleading communications.

Q: Did it matter that the departing partner was becoming a government attorney?

A: Yes. The opinion cited Article II, Rule 10(i), which provides that the name of an attorney who assumes a judicial, legislative, public-executive, or administrative post shall not be continued during any significant period in which he is not actively and regularly engaged in the firm's practice.

Background and rules framework

The opinion applied Rhode Island Rules of Professional Conduct 7.1 (Model Rule 7.1) and 7.5 (Model Rule 7.5) as originally adopted, together with Article II, Rule 10 of the Rhode Island Supreme Court Rules governing admission to practice and the form of limited liability entities. Rule 7.1 bars false or misleading communications about a lawyer's services; Rule 7.5(a) bars a firm name that violates Rule 7.1; and Article II, Rule 10(i) governs the names of limited liability entities, including the treatment of departed and office-holding attorneys.

Citations and references

Rules of Professional Conduct:

• Model Rule 7.1 / RI RPC 7.1 (communications concerning a lawyer's services)
• Model Rule 7.5 / RI RPC 7.5 (firm names and letterheads)

Other authority cited:

• Article II, Rule 10 of the Rhode Island Supreme Court Rules (limited liability entities; firm-name requirements)

See also

• RI EAP Op. 2014-03: Including a deceased partner's name in the firm name
• Alaska Bar Op. 94-2: Simultaneous use of two firm names
• Arizona Op. 91-11: Firm names and letterheads

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%2099-10.pdf

Original opinion text

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

Final

                           RHODE ISLAND SUPREME COURT
                              ETHICS ADVISORY PANEL
                            Opinion No. 99-10, Request No. 780
                                  Issued May 13, 1999

Facts:

     Attorney A, who is the inquiring attorney, and Attorney B have organized their firm as a

professional service corporation. The name of the firm is "A & B, Inc. Attorneys at Law." Attorney B
is leaving the firm and will enter the public sector as a government attorney. Attorney A would like to
retain the current name of the firm after Attorney B terminates his/her association with the firm. Attorney
B has consented to the continued use of his/her name.

Issue Presented:

   The inquiring attorney asks whether he/she may retain the current name of the firm after

Attorney B terminates his/her association with the law firm.

Opinion:

     The continued use of B's name would be misleading and is inconsistent with Article II, Rule 10

of the Supreme Court Rules. Therefore, the inquiring attorney may not retain the current name of the
firm after B leaves the firm.

Reasoning:

   Rule 7.1 and 7.5 of the Rules of Professional Conduct and Rule 10 of the Supreme Court Rules

governing the admission to the practice of law lead the Panel to conclude that the continued use of B's
name is not permissible. Rule 7.1 provides in pertinent part as follows:

            Rule 7.1. Communications Concerning a Lawyer's Services. - A
            lawyer shall not make a false or misleading communication about the
            lawyer or the 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;

Final Op. 99-10
Page 2

      Pertinent provisions of Rule 7.5 are as follows:

            Rule 7.5. Firm Names and Letterheads . - (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.

                                          ***

            (d) Lawyers may state or imply that they practice in a
            partnership or other organization only when that is the fact.

      Article II, Rule 10 of the Rhode Island Supreme Court Rules authorizes attorneys admitted to

practice before the Rhode Island Supreme Court to engage in the practice of law in the form of a limited
liability entity. The term "limited liability entity" includes a professional service corporation and a
registered limited liability partnership organized pursuant to the applicable statutes. See Article II Rule
10(a). Paragraph (i) of Rule 10 states in relevant part:

            (i) The name of every limited liability 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. The name of any attorney employee who
            assumes a judicial, legislative, public-executive or administrative
            post or office shall not be continued in the corporate name
            during any significant period in which he or she is not actively
            and regularly engaged in the practice of law as an employee or
            partner of the limited liability entity; 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 Op. 99-10
Page 3

   The Panel is further guided by the Comment to Rule 7.5:

                   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 predecessor of the
                   firm.

    The Panel concludes that the continued use of Attorney B's name in the name of Attorney A's

law firm subsequent to Attorney B's severance from the firm, is misleading and is inconsistent with
Article II, Rule 10 of the Supreme Court Rules. The Panel therefore advises Attorney A that he/she
may not continue to use the current name of the firm after Attorney B's association with the firm is
terminated.