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Ethics Opinion

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CI-1179

September 4, 1987

SYLLABUS

    It is improper for associating lawyers who are not stockholders in a professional corporation or in a partnership to utilize joint letterhead even if the letterhead contains a disclaimer that the lawyers are not a professional corporation or a partnership.

    References: MCPR DR 2-102(B); CI-111, CI-449, CI-536, CI-730.

TEXT

A sole practitioner who shares office space and overhead expenses with several other lawyers has asked whether the lawyers may list their names on joint letterhead and common signs, if the letterhead and signs contain a disclaimer indicating that the lawyers are not partners. Suggested examples of the letterhead description include:

    "X, Y, Z
    An Association of Attorneys
    X
    Y
    Z"

    "X, Y, Z
    A Non-Partnership Association of Attorneys
    X
    Y
    Z"

A number of informal opinions by this committee have concluded that lawyers who are not partners may not use joint letterhead. See CI-111, CI-449, CI-536, CI-730. This prohibition against joint letterhead is based upon MCPR DR 2-102 which provides, in pertinent part:

    "(B) A lawyer in private practice shall not practice under a trade name, a name that is misleading as to the identity of the lawyer or lawyers practicing under such name, or a firm name containing names other than those of one or more lawyers in the firm, except that the name of a professional corporation or professional association may contain "P.C." or "P.A." or similar symbols indicating the nature of the organization . . . .

    "(C) A lawyer shall not hold himself out as having a partnership with one or more other lawyers unless they are in fact a partnership."

While a disclaimer on the letterhead may explain that the lawyers listed on it are not partners, nonpersons who are unfamiliar with these terms that designate the relationship between the lawyers are likely to become confused or misled as to the lawyers' relationship with each other. The ABA Model Code of Professional Responsibility Ethical Consideration EC 2-11 states:

    "The name under which a lawyer conducts his practice may be a factor in the selection process. The use of a trade name or an assumed name could mislead lay persons concerning the identity, responsibility, and status of those practicing thereunder. Accordingly, a lawyer in private practice should practice only under a designation containing his own name, the name of the lawyer employing him, the name of one or more of the lawyers practicing in a partnership, or, permitted by law, the name of a professional legal corporation, which should be clearly designated as such." Emphasis added.

The name under which a lawyer conducts law practice may be a factor in the selection process. The proposed disclaimer places the burden upon the person seeking legal services to ascertain the meaning behind the disclaimer and the true relationship between the lawyers. During those times in which a client is overwhelmed by the legal process, attempting to sort out the relationship between the lawyers can only compound such confusion.

MCPR DR 2-102(B) dictates that only the firm name or the designation "P.C." or "P.A." or similar symbols indicating the nature of the organization may be placed on the letterhead. This disciplinary rule does not permit any other types of designation and for this reason, the disclaimer proposed is not sufficient.

 
     

 

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