Does an in-house lawyer who is also a corporate officer have to disclose on his business card that he is a lawyer, and when must he tell third parties he is an attorney?

Plain-English summary

The inquirer was a senior vice president and general counsel of a corporation who used business cards showing both positions. He wanted to drop the "general counsel" reference for general business meetings and reserve the cards bearing his general counsel title for meetings with other lawyers or non-lawyers in more adversarial situations. He asked two questions: whether he must disclose on his business cards that he is a licensed attorney and general counsel, and at what point in discussions with third parties (business versus adversarial settings) the rules require him to disclose his status as a licensed attorney.

The committee concluded that the RPCs do not require the lawyer's business card to state that he is a licensed lawyer if the context or use of the card does not encompass representation of a client before a third party. But it said Title 4 of the RPCs requires that, to the extent the lawyer is functioning as a lawyer in any of the capacities described, he must disclose his lawyer status to a person who is not his client when failing to do so would have the potential of placing the non-client at a tactical or legal disadvantage, whether in a business or an adversarial setting. The committee also pointed to RPC 8.4(c), which makes it professional misconduct for a lawyer to engage in conduct involving dishonesty, fraud, deceit, or misrepresentation.

Currency note

This opinion was issued in 2002, before the Washington State Bar Association's adoption of the 2006 revisions to 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 Treat this page as historical context, not current guidance.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, deadline, or requirement mentioned here.

In practice

Under the Washington rules as they stood at the time of the opinion, the committee treated the business card itself as not requiring a "lawyer" designation where its use did not involve representing a client before a third party. It treated the disclosure duty as turning on function and effect: when the lawyer acts as a lawyer toward a non-client, Title 4 requires disclosure of lawyer status whenever concealing it could place the non-client at a tactical or legal disadvantage, in both business and adversarial settings, with RPC 8.4(c) reinforcing the bar on dishonesty and misrepresentation.

Common questions

Q: Does an in-house lawyer's business card have to say he is a lawyer?

A: The committee said the RPCs do not require the card to state that he is a licensed lawyer if the context or use of the card does not encompass representation of a client before a third party.

Q: When must an in-house lawyer tell a third party that he is an attorney?

A: The committee said Title 4 of the RPCs requires disclosure of lawyer status to a non-client, in a business or adversarial setting, when not disclosing it would have the potential of placing the non-client at a tactical or legal disadvantage, to the extent the lawyer is functioning as a lawyer.

Q: Does it matter whether the meeting is "business" rather than "adversarial"?

A: The committee applied the same disclosure standard to both: the duty turns on whether the lawyer is functioning as a lawyer and whether nondisclosure could disadvantage the non-client, not on the business-versus-adversarial label.

Background and rules framework

The opinion applies Title 4 of the Washington RPCs, which governs a lawyer's duties to persons other than clients, including RPC 4.1 (truthfulness in statements to others; corresponding to Model Rule 4.1). It also cites RPC 8.4(c) (corresponding to Model Rule 8.4(c)), which makes dishonesty, fraud, deceit, or misrepresentation professional misconduct. The committee tied the disclosure duty to whether the lawyer is functioning as a lawyer and whether nondisclosure could place a non-client at a tactical or legal disadvantage. The opinion reflects Washington's pre-2006 rule numbering.

Citations and references

Rules of Professional Conduct:

• Model Rule 4.1 / Washington RPC 4.1 (truthfulness in statements to others; Title 4 duties to non-clients)
• Model Rule 8.4(c) / Washington RPC 8.4(c) (dishonesty, fraud, deceit, or misrepresentation)

See also

• WSBA Ethics Op. 1080: Collection-Agency Letters Over a Lawyer's Name
• ABA Formal Op. 06-443: Contact With an Organization's Inside Counsel
• ABA Formal Op. 01-424: Former In-House Lawyer's Wrongful-Discharge Claim

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1225

Original opinion text

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

Advisory Opinion: 1982
Year Issued: 2002
RPC(s): 4.1
Subject: truthfulness in statements to others; disclosure by corporate vice president/lawyer of status as in-house counsel

The inquirer occupies the position of senior vice president and general counsel with a corporation and uses business cards that indicate his dual positions at the corporation. The inquirer wishes to delete the reference to general counsel for general business meetings and reserve use of business cards with his general counsel title for meetings with other lawyers or non-lawyers where the situation is more adversarial in nature.

The committee opined that the inquirer asks two questions. First, does the inquirer have to disclose on his business cards the fact that he is a licensed attorney and holds the position of general counsel for the corporation? Second, at what point in discussions with third parties in a business setting as opposed to an adversarial setting do the Rules of Professional Conduct require the inquirer disclose his status as a licensed attorney?

The RPCs do not require that the inquiring lawyer’s business card contain the fact that he is a licensed lawyer if the context or the use of the business card does not encompass representation of a client before a third party. Title 4 of the RPCs requires that to the extent that the inquirer is functioning as a lawyer in any of the capacities set forth in the inquiry, he must disclose his lawyer status to a person not his client when not to do so would have the potential of placing the non-client at a tactical or legal disadvantage, whether in a business of an adversarial setting. See also RPC 8.4(c) that states it is professional misconduct for a lawyer to engage in conduct involving dishonesty, fraud, deceit or misrepresentation.