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Ethics Opinion

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THIS OPINION HAS BEEN MODIFIED BY RI-353

RI-144

August 25, 1992

SYLLABUS

    A lawyer who is the sole shareholder of a Michigan professional corporation for the delivery of legal services may not use a firm name which suggests the firm is a partnership, and may not use a firm name which contains the name of a person not licensed to practice law in Michigan.

    References: MRPC 5.4(b), 5.5, 7.1, 7.5(a) and (d), 8.4(c); MCL 450.222(b)

TEXT

A lawyer who is a registered patent attorney before the US Patent Office and licensed to practice law in Michigan has a spouse who is a registered patent attorney and licensed to practice in Indiana. Both lawyers reside and work in Michigan, and are employees of a Michigan professional corporation "[Lawyer's name] P.C." The lawyer asks if it is ethical to use letterhead designating the firm name "[Lawyer's name] and [Spouse's name]"?

MRPC 7.5(a) prohibits a lawyer from using a firm name, letterhead or other professional designation that violates MRPC 7.1. MRPC 7.5(d) states:

    "Lawyers may state or imply that they practice in a partnership or other organization only when that is the fact."

MRPC 7.1 states in part:

    "A lawyer may, on the lawyer's own behalf, on behalf of a partner or associate, or on behalf of any other lawyer affiliated with the lawyer or the lawyer's law firm, use or participate in the use of any form of public communication that is not false, fraudulent, misleading or deceptive . . . ."

The use of a firm name "[Lawyer's name] and [Spouse's name]" infers that the lawyer and the spouse are partners in the law firm. Since the law firm is in fact a professional corporation, the holding out as a partnership is misleading and violates MRPC 7.1 and 7.5.

Further, the proposed firm name holds out the Indiana lawyer as a partner; MRPC 5.4(b) prohibits a lawyer from forming a partnership with a nonlawyer if any of the activities of the partnership consist of the practice of law. Since the Indiana lawyer is not licensed to practice law in Michigan, use of the proposed firm name in this instance would violate MRPC 5.4(b).

MRPC 5.5 states:

    "A lawyer shall not:

      "(a) practice law in a jurisdiction where doing so violates the regulation of the legal profession in that jurisdiction; or

      "(b) assist a person who is not a member of the bar in the performance of activity that constitutes the unauthorized practice of law."

The proposed firm name holds the Indiana lawyer out as able to perform services equal to those the Michigan lawyer is authorized to perform; for the Michigan lawyer to allow use of the firm name would assist unauthorized practice of law.

We also note that the Michigan Professional Service Corporation Act, MCL 450.222(b) states:

    "'Professional corporation' means a corporation which is organized under this act for the sole and specific purpose of rendering 1 or more professional services and which has as its shareholders only individuals who themselves are duly licensed or otherwise legally authorized within this state to render the same professional services as the corporation, or the personal representatives or estates of individuals as provided in section 10." Emphasis added.

Thus, Michigan law prohibits persons who are not licensed to practice law in Michigan from forming a professional corporation for the practice of law. Since the inquirer's law firm is a professional corporation, and professional corporations of lawyers may only have as shareholders lawyers licensed in Michigan, the use of the proposed firm name is an attempt to circumvent the Professional Service Corporation Act, and constitutes conduct prejudicial to the administration of justice in violation of MRPC 8.4(c).

Therefore, use of the proposed firm name is prohibited.

 
     

 

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