Can a lawyer be both a bank's trust officer and its attorney, handle legal work for the bank's customers, and keep a law office inside the bank?

Plain-English summary

The inquiry asked whether an attorney could serve both as Trust Officer and as attorney for a bank, handle legal matters for the bank's customers, and maintain an office within the bank for outside practice with "Attorney at Law" on the office door.

The Committee restated the general rule that a lawyer may engage in another business if it is not inconsistent with the lawyer's duties and is completely divorced from the law practice, but that when the other business readily lends itself to procuring professional employment, directly or indirectly, or is closely interrelated with the practice of law, a violation of Canons 24 and 32 is almost certain (citing several Texas and ABA opinions).

Applying that framework, the Committee held that while a lawyer may properly act as Trust Officer and as attorney for a bank, he may not at the same time engage in outside practice in which he would deal with bank customers on estate planning, trusts, probate, guardianships, and the like. Because a bank advertises and solicits business, it would be improper for a lawyer to practice law from an office within the bank, whether or not he holds a bank position, and improper for his shingle to appear on an office door within the bank. The Committee added that even the permitted dual role requires constant vigilance to avoid conflicts under Canon 6 between the bank's interests and the trust customers' interests. It noted that a practicing lawyer may also hold an administrative or executive bank position (such as President or Chairman) where he does not deal with customers on matters interrelated with his law practice, but must always guard against direct or indirect solicitation (Canon 24), intermediary control (Canon 32), and conflicts of interest (Canon 6). The vote was 8-0.

Currency note

This opinion was issued in 1968, under the former Texas Canons of Ethics, which the Texas Disciplinary Rules of Professional Conduct replaced effective January 1, 1990. It also predates Bates v. State Bar of Arizona, 433 U.S. 350 (1977), which loosened categorical advertising restrictions, though prohibitions on misleading communications were not eliminated. 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 Treat this page as historical context, not current guidance.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, deadline, or requirement mentioned here.

Common questions

Q: Can a lawyer be both a bank's attorney and its trust officer?

A: The Committee said yes, the dual role is permissible, but it requires constant vigilance to avoid conflicts under Canon 6 between the bank's interests and those of the trust department's customers.

Q: Can that lawyer handle legal work for the bank's customers?

A: No. The Committee said he may not at the same time engage in outside practice dealing with bank customers on estate planning, trusts, probate, guardianships, and similar matters.

Q: Can a lawyer keep a law office, with a shingle, inside a bank?

A: No. Because a bank advertises and solicits business, the Committee held it improper to practice law from an office within the bank, whether or not the lawyer holds a bank position, and improper for the shingle to appear on the office door.

Background and rules framework

The opinion interprets former Texas Canon 24 (advertising and solicitation), Canon 32 (lay intermediary control), and Canon 6 (conflicts of interest), as applied to a lawyer who also engages in the banking business. The modern analogs are ABA Model Rule 1.7 (conflicts of interest), Model Rule 5.4 (professional independence), and Model Rule 7.2 (advertising).

Citations and references

Rules of Professional Conduct:

• MR 1.7 (conflicts of interest), as the modern analog
• MR 5.4 (professional independence of a lawyer), as the modern analog
• MR 7.2 (advertising), as the modern analog
• Texas Canons 24, 32, and 6 (former canons)

Other opinions cited:

• Texas Opinions 91, 92, 119, 177, 186, 196, 249, and 262
• ABA Informal Opinion C-431 (June 1961); ABA Opinions 57, 225, 233, 234, 272, and 297; ABA Informal Opinions 39, 41, 42, 43, and 44

See also

• TX Ethics Op. 366: Lawyer's Financial Interest in a Bail-Bond Business
• TX Ethics Op. 359: Firm Representing a Savings and Loan and Its Title Insurer
• TX Ethics Op. 347: Attorney as Surety on a Criminal Bond and Jail Bondsman Lists

Source

• Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-336/
• Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_336.pdf

Original opinion text

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

QUESTION PRESENTED

May an attorney serve both as Trust Officer and attorney for a bank, handle legal matters for customers of the bank and maintain an office within the bank for outside practice with the designation "Attorney at Law" on his office door?

23 Baylor L. Rev. 869 (1972)

SOLICITATION - INTERMEDIARIES - CONFLICTING INTERESTS
An attorney may serve both as attorney for a bank and as Trust Officer of the Bank but he may not at the same time ethically handle legal matters for customers of the bank or maintain an office for outside law practice within the bank.

Canons 24, 32, 6.

An attorney may engage in any other business provided such business is of such a nature and is conducted in such a manner as not to be inconsistent with the lawyer's duties as a member of the bar and further provided that such business is completely divorced from his law practice. Texas Opinions 91 (November, 1953), 92 (November, 1993) and 119 (November, 1955) and ABA Informal Opinion C-431 (June, 1961). However, when such other business will readily lend itself as a means of procuring (either directly or indirectly) professional employment for the attorney or is closely interrelated with the practice of law, there is almost certain to be a violation of Canons 24 and 32. Texas Opinions 177 (May, 1958), 186 (October, 1958), 196 (June, 1960), 249 (June, 1962) and 262 (August, 1963), and ABA Informal Opinion C-431 (June, 1961). See, also, ABA Opinions 57, 225, 233, 234, 272 and 297, and ABA Informal Opinions 39, 41, 42, 43 and 44.

While an attorney may properly act as Trust Officer and as attorney for a bank, it is obvious that he may not at the same time engage in outside practice where he would be called upon to deal with customers of the bank regarding estate planning, trusts, probate of estates, guardianships, etc. Texas Opinions 249 and 262 and ABA Informal Opinion C-431. Furthermore, since a bank advertises and solicits business, it would be improper for an attorney to practice law from an office within the bank, whether he holds a position with the bank or not. It follows, of course, that it would be improper for the attorney's shingle to appear on his office door within the bank.

While we have stated above that an attorney may, properly serve as Trust Officer and as attorney for the bank, it would obviously be necessary for him to exercise eternal vigilance to avoid conflicts (as prohibited by Canon 6) between the interests of the bank and the interests of the trust department customers.

The foregoing does not mean that a practicing attorney may not ethically also hold a position in a bank as an administrative or an executive officer, such as President or Chairman of the Board, or other position where he is not called upon to deal with customers of the bank on matters which are interrelated with his law practice. He must, however, at all times carefully guard against either direct or indirect solicitation of law practice (Canon 24), intermediary control (Canon 32) and conflicts of interest (Canon 6). (8-0)

Tex. Comm. On Professional Ethics, Op. 336 (1968)