Can a two-name law firm keep using a departed lawyer's name after he sells his interest but continues working in the office without being fully retired?

Plain-English summary

In 2002 the inquiring attorney formed a professional limited liability company with another lawyer, using both of their names as the firm trade name and on the firm website. He later sold his interest in the firm to the other lawyer but, under the sale documents, kept working in the same office space for two years; his relationship to the firm afterward was unclear. The firm name had not changed despite the sale, and someone questioned it. The attorney asked whether it would matter if he instead retained an equity interest in the PLLC but was fully retired and no longer working there.

The committee answered that a firm may not use a name that is misleading or implies a partnership where none exists, citing RPC 7.1 and RPC 7.5. It explained that prior committee opinions allow a firm to keep using a former partner's name where that partner is deceased, fully retired or inactive, or maintains some ownership stake in the firm. Because the inquiring attorney had sold his interest and was not fully retired, the committee concluded that neither he nor his former law partner may use the original name.

In practice

Under the Washington rules as they stood at the time of the opinion, the committee's answer turned on the departed lawyer's actual status. RPC 7.1 and RPC 7.5 bar a firm name that implies a partnership that no longer exists, and the committee read its earlier opinions to permit a former partner's name only where that partner is deceased, fully retired or inactive, or still holds an ownership stake. The inquiring attorney fit none of those categories, having sold his interest while continuing to work, so the committee held the two-name firm name could no longer be used by either lawyer. The committee noted that retaining an equity interest while fully retired would change the analysis, since continued ownership is one of the recognized bases for keeping a former partner's name.

Common questions

Q: Can a firm keep a former partner's name after he leaves?

A: Sometimes. The committee said a firm may continue using a former partner's name where the partner is deceased, fully retired or inactive, or maintains some ownership stake in the firm.

Q: Why couldn't this firm keep the name?

A: Because, per the committee, the lawyer had sold his interest and was not fully retired, so the name would imply a partnership that no longer existed, contrary to RPC 7.1 and RPC 7.5.

Q: Would keeping an ownership interest have helped?

A: The committee indicated it would matter: maintaining some ownership stake in the firm is one of the recognized bases for continuing to use a former partner's name.

Background and rules framework

The opinion interpreted Washington RPC 7.1 (Model Rule 7.1, communications about a lawyer's services) and RPC 7.5 (Model Rule 7.5, firm names and letterheads), which bar firm names that are misleading or imply a partnership that does not exist. The committee applied a line of its own informal opinions allowing a departed partner's name only where the partner is deceased, fully retired or inactive, or retains an ownership stake.

Citations and references

Rules of Professional Conduct:

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

Other opinions cited:

• Washington Informal Opinions 1144 (1987), 1231 (1988), 1571 (1994), 1868 (1999), and 1994 (2002) (continued use of a former partner's name)

See also

• ABA Formal Op. 90-357: the 'Of Counsel' designation
• ABA Formal Op. 94-388: relationships among law firms

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1604

Original opinion text

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

Advisory Opinion: 2164
Year Issued: 2007
RPC(s): RPC 7.1, 7.5
Subject: The continued use of a retiring partner`s name in a law firm named for both partners

In 2002, the inquiring attorney formed a professional limited liability company (PLLC) with another attorney, using their names as the firm trade name. The firm website also was established in their names. Subsequently, the inquiry attorney sold his interest in the firm to the other attorney. The sales document included an agreement allowing the inquiring attorney to continue working in the same office space for two years. His relationship to the firm at this point is not clear. Someone has raised questions about the firm name, which has not changed despite the sale. The inquiring attorney has asked if it would make any difference if he retained an equity interest in the PLLC but was fully retired and no longer working at the firm.

A firm may not use a firm name that is misleading or implies a partnership where none exists. RPC 7.1; RPC 7.5. Prior opinions of the Committee make clear that a firm may continue to use the name of a former partner where the former partner is deceased, fully retired or inactive, or maintains some ownership stake in the firm. See Informal Opinions 1144 (1987), 1231 (1988), 1571 (1994), 1868 (1999), and 1994 (2002). Since you have sold your interest in the firm and are not fully retired neither you nor your former law partner may use the original name.