Can a lawyer who bought out a partnership keep using the partnership name when the former partner is now an employed associate?
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This page answers the general question as of 1988. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
The committee was of the opinion that the inquiring lawyer could not continue to use the partnership name where the lawyer had bought the partnership and the former partner was now an employed associate of the law firm.
The committee added that if the lawyer organized the law firm as a professional service corporation and the former partner were a shareholder, albeit a minor one, the former partner would continue to be a co-owner. On that structure, the continued use of the partnership name would be permissible.
Currency note
This opinion was issued in 1988, before the 2006 revisions to the Washington Rules of Professional Conduct. The rule it discusses, RPC 7.5(d) (firm names and letterhead), corresponds to Model Rule 7.5 and has since been amended. Treat this page as historical context, not current guidance.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: After buying out a partnership, can the remaining lawyer keep the old partnership name?
A: Per the opinion, not where the former partner has become an employed associate. The committee was of the opinion that the partnership name could not continue in that situation.
Q: Does it change if the firm becomes a professional service corporation?
A: Per the opinion, yes. The committee said that if the firm is organized as a professional service corporation and the former partner is a shareholder, even a minor one, he remains a co-owner, and continued use of the partnership name would be permissible.
Background and rules framework
The opinion interprets Washington RPC 7.5(d) (firm names and letterhead), corresponding to Model Rule 7.5. The committee made continued use of the partnership name turn on the former partner's status: as an employed associate he is not a co-owner, so the partnership name may not continue, but as a shareholder of a professional service corporation he remains a co-owner, so the name may continue.
Citations and references
Rules of Professional Conduct:
- Washington RPC 7.5(d) (firm names and letterhead), corresponding to Model Rule 7.5.
See also
- WSBA Ethics Op. 1007: keeping a withdrawn partner's name on the letterhead after he goes solo
- WSBA Ethics Op. 1005: including a non-partner associate in the firm name
- WSBA Ethics Op. 1224: a sole practitioner's associate using the firm letterhead
Source
- Landing page: https://ao.wsba.org/print.aspx?ID=311
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
Advisory Opinion: 1231
Year Issued: 1988
RPC(s): RPC 7.5(d)
Subject: Firm name; partnership; partnership purchased by one partner
The Committee was of the opinion that you could not continue to use your partnership name where you had bought the partnership and your former partner was now an employed associate of your law firm. However, the Committee was of the opinion that if you organized the law firm as a professional service corporation, and your former partner was a shareholder, albeit a minor one, he would continue to be a co-owner and therefore the continued use of the partnership name would be permissible.
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