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Ethics Articles: Lawyers Sharing Office Space

Lawyers Sharing Office Space
By Thomas K. Byerley, Regulation Counsel

    Many lawyers, especially solo practitioners, find it advantageous to share office space with others—either lawyers or individuals not engaged in the law business. Overhead expenses, such as receptionists, meeting rooms, libraries, copy machines, etc. can be reduced if these expenses are shared with others.

    There are ethics considerations for lawyers who choose to "office share" with others. Although office sharing is not prohibited under ethics rules, considerable care must be exercised to avoid ethics problems.

    When sharing office space with another lawyer, a lawyer must diligently protect the independence of the practices. Each firm should have its own telephone line and the phones may not be answered as "Lawyer A and B" when the two lawyers are not actually practicing together. CI-1045, CI-1047 and MRPC 7.1. Lawyers having separate businesses may not use joint letterhead and the signs outside the building should also not lead potential clients to believe that the lawyers are practicing together in an association. CI-1179.

    Unassociated office sharers must have procedures in place to ensure compliance with ethics rules. First, lawyers should take affirmative steps to preserve the confidences and secrets of clients. MRPC 1.6. Confidential files of one lawyer may not be accessible by other office sharers, and must be securely stored to maintain all confidences. This usually involves locking the files when the lawyer is not present in the office.

    Second, the lawyer must accurately communicate the lawyer's status. No advertisement, sign or telephone should be established in any way that would lead a potential client to believe that the lawyer is in a partnership, is "associated," or is "affiliated" with the other lawyer(s) sharing office space.

    Third, the lawyer should make sure that there is no improper solicitation of clients or referrals of business to or from other independent occupants of the office. MRPC 7.2(c) and 7.3. A lawyer must also take care to exercise independent professional judgment regarding the legal representation and not be influenced by the office sharing status. MRPC 5.4(c).

    Unassociated lawyers who share office space are also faced with issues of disqualification and conflict of interest when dealing with clients whose adversaries are represented by another office sharer. As long as office sharers are truly independent entities and all confidences and secrets are protected, there is no per se conflict of interest by sharing office space. MRPC 1.7, 1.9 and 1.10(a). However, if the unassociated lawyers regularly "cover" for each other or if they frequently appear as co-counsel, conflict of interest disqualification may be unavoidable.

    In RI-249, three lawyers were practicing separately under their individual names, but shared office space, the services of a receptionist, a fax line and secretaries. They maintained separate telephone numbers. The Ethics Committee opined that the sharing of a fax line may compromise confidentiality and found that practice to be unethical. With that modification, however, the committee opined that when one office sharer has a conflict of interest prohibiting representation of a private client, the conflict is not per se imputed to other office sharers.

    If a lawyer is ultimately disqualified from acting as trial counsel for a client, another lawyer who is an office sharer with the original attorney is not disqualified from acting as subsequent counsel, provided that the new counsel is not independently disqualified from acting as counsel under MRPC 1.7 or 1.9. See RI-299.

    Although even more problematic, lawyers are not ethically prohibited from sharing office space with a nonlaw business. In that situation, issues of confidentiality are even more troublesome. In addition to the separation of files, extra care must be taken to convey to the public that the law business is not affiliated with the nonlaw business in any way. For example, a conference room used by the nonlaw business should not also be the law library for the lawyer. See RI-118. File retention procedures should also be firmly in place to avoid the possibility that individuals associated with the nonlaw business would have any access to law files.

    In some cases, a lawyer may share space with the lawyer's own nonlaw business. For example, a lawyer may also operate as a licensed real estate agent or may operate an insurance business. A lawyer may share office space with the lawyer's nonlaw business, as long as the businesses are segregated, client confidences are protected, and public communications about each business entity are clear and do not create unjustified expectations about the results which can be achieved. See RI-135. The same conditions, if in place, would also allow a lawyer to share office space with a nonlaw business operated by the lawyer's spouse. RI-206.

    A lawyer also engaged in another occupation must take care not to allow the representation of the lawyer's clients to be materially limited by the lawyer's nonlegal business interests. See MRPC 1.7(b) and RI-135. When a lawyer also operates a nonlaw business at the same office site, the risk of a claim for an improper "referral" to the nonlaw business increases.

    Therefore, lawyers who decide to share office space with other lawyers or nonlaw businesses must carefully consider the ethics requirements for doing so. As long as ethical guidelines are adhered to, however, office sharing arrangements can be both ethical and cost effective.

Pro Bono Honor Roll

    In January, 1991, former State Bar President James K. Robinson encouraged law firms, corporations and organizations to endorse the voluntary State Bar Pro Bono Standard adopted by the Representative Assembly, and to adopt written Pro Bono policies for their lawyers. Listed below are the names of those firms, corporations and organizations which have both adopted such policies and advised that their attorneys are making a good faith effort to comply with the Standard.

    The Pro Bono Involvement Committee salutes these firms, corporations and organizations for their important public service efforts.

Firms
Alex J. Miller
Barris, Sott, Denn & Driker
Bator, Roualet & Berlin PC
Blaske & Blaske PC
Bodman, Longley & Dahling
Bos & Glazier
Brinks & Associates
Butzel Long
Charfoos & Christensen PC
Charles P. Reisman
Clark Hill PLC
Daniel L. Kraft
David E. Bulson PC
Dickinson, Wright, Moon, Van Dusen & Freeman
Dunnings and Frawley PC
Dykema Gossett
Flanigan, Traver, Emerson & Lepley
Foster, Swift, Collins & Smith PC
Francine Cullari
Freeman McKenzie PC
Grant W. Parsons PC
Herrington, Menezes, Smathers & Gregg PC
Honigman Miller Schwartz and Cohn
Howard & Howard PC
J. Thomas Carroll Jr. PC
John B. Payne Jr.
Josephson & Fink
Kerr, Russell and Weber
Kreis, Enderle, Callander & Hudgins PC
Law, Weathers & Richardson PC
Leon J. Weiss
Marietta S. Robinson
McCurdy & Wotila PC
Michelle L. Gullet
 

Miller, Canfield, Paddock & Stone PLC
Miller, Johnson, Snell & Cummiskey
Morganroth, Morganroth, Alexander & Nye PC
Mossner, Majoros & Alexander PC
Nita Murray-Grier
Pepper, Hamilton & Scheetz
Ronald D. Ambrose
Rudolph A. Serra
Sachs, Waldman, O'Hare, Helveston, Bogas & McIntosh PC
Serra and Isopi PC
Shaltz & Royal PC
Warner, Norcross & Judd
Zerrenner & Roane

Corporations
Dow Corning Corp.
Ford Motor Company
General Motors Corp.
Kellogg Company
Ronart Industries, Inc.
Budd Company

Organizations
American Corporate Counsel Ass'n, MI Chapter
Genesee County Bar Ass'n
Grand Traverse-Leelanau-Antrim Counties Bar Ass'n
Legal Services Ass'n of Michigan
Legal Services of Southeastern MI, Inc.
Macomb County Bar Ass'n
Michigan Trial Lawyers Ass'n
Oakland County Bar Ass'n
Saginaw County Bar Ass'n
State Bar of Michigan
Washtenaw County Bar Ass'n

    Every reader is urged to initiate steps within the firm, corporate legal department, or organization with which he or she is associated leading to adoption of this policy. We ask that notice of adoption be provided to the State Bar office in Lansing (Attn: Alycia McIntyre-Johnson); and a list will be compiled of firms and legal departments which have taken this action. See the December 1990 Bar Journal at page 1259 for more information.

"Focus on Professional Responsibility" is presented as a monthly feature to address ethics, professionalism, and other regulatory issues affecting Michigan lawyers.

     

 

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