December 6, 1995
In determining whether information on a lawyer's letterhead may be deceptive or misleading, a term like "law offices" applied to a solo practice, which offers legal services only at a single fixed location, could reasonably be misunderstood by the public as suggesting either that the lawyer has multiple offices in different physical locations, or that more than one lawyer does business out of the particular location, and is accordingly prohibited.
Whether a lawyer is a solo practitioner or not, letterhead descriptions like "legal services" or "a professional corporation," where the lawyer has formed a professional corporation, accurately represent the services offered to the public and the business organization form utilized by the lawyer, and are accordingly not proscribed.
References: MRPC 7.1, 7.5; RI-90, RI-144; Central Hudson Gas & Electric Corp v. Public Service Comm of New York, 447 US 557 (1980); Zauderer v. Office of Disciplinary Counsel of the Supreme Court of Ohio, 471 US 626 (1985).
Inquiry is made by a lawyer engaged in a solo practice, doing business as a professional corporation. The lawyer's office, where actual work is performed, is inside the lawyer's residence, and the telephone number for both personal and business purposes is one and the same. The lawyer does, however, rent a room in a small office building which is used for whatever rare client conferences are necessary in this particular practice. The lawyer has no regular staff, but uses an independent contractor for requisite secretarial services.
This mode of operation has characterized the practice for more than two years. The lawyer established the practice this way as a means of reducing time pressures and business volume to more manageable and less stressful proportions.
The inquiring lawyer wishes to adopt a new form of letterhead, something more "dignified" than the existing format, which is of this type:
"Number and Street
"City, Michigan, Zip +4
The question posed is whether this lawyer may ethically add to the letterhead a term like "Law Offices [of]," or describe the nature of the business by appending "legal services" or "a professional legal service corporation."
MRPC 7.1 states:
"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. A communication shall not:
"(a) contain a material misrepresentation of fact or law, or omit a fact necessary to make the statement considered as a whole not materially misleading:
"(b) be likely to create an unjustified expectation about results the lawyer can achieve, or state or imply that the lawyer can achieve results by means that violate the Rules of Professional Conduct or other law; or
"(c) compare the lawyers' services with other lawyers' services, unless the comparison can be factually substantiated."
MRPC 7.5(a) and (d) state:
"(a) A lawyer shall not use a firm name, letterhead or other professional designation that violates Rule 7.1. A trade name may be used by a lawyer in private practice if it does not imply a connection with a government agency or with a public or charitable legal services organization and it is not otherwise in violation of Rule 7.1.
". . .
"(d) Lawyers may state or imply that they practice in a partnership or other organization only when that is the fact."
A corporate or firm agnomen like "law offices" is facially plural. While Webster's Third New International Dictionary (Unabridged, 1993) indicates that, in British usage specifically, "offices" has the connotation "the company whose place of business is an office," Michigan is not England or the British Commonwealth, and absent qualifying words of explanation, the plural does import more than one office among speakers of English in this State.
While a lawyer might have true multiple offices, as when maintaining an office in each of two municipalities, or multiple law offices by being associated in practice with other lawyers, that is not the present case. A potential client could be misled into thinking the lawyer has a more geographically diverse practice, or more firm resources, than is the fact. Thus, although the letterhead is commercial speech entitled to First Amendment protection, the test of state-imposed limitations on such speech established in Central Hudson Gas & Electric Corp v. Public Service Comm of New York, 447 US 557; 100 S Ct 2343; 65 L Ed 2d 341 (1980) does not by its terms come into play unless it is first established that the speech is neither misleading, deceptive, false nor fraudulent.
In this regard, professional regulations which impinge on commercial speech are evaluated not solely by whether the communication is actually false, fraudulent, misleading or deceptive, but also by whether the communication is merely potentially misleading or deceptive. Zauderer v. Office of Disciplinary Counsel of the Supreme Court of Ohio, 471 US 626; 105 S Ct 2265; 85 L Ed 2d 652 (1985). Here, while the lawyer may technically do legal work from two locations, so the use of the term "law offices" might not be considered false in fact, still it would in this context be potentially misleading or deceptive, and it is accordingly prohibited, which proscription is not inconsistent with First Amendment considerations per Zauderer. RI-144.
This is not to suggest that the same problem would arise if the inquiring lawyer were to use the slightly more modest term, "Law Office." The use of the singular accurately describes the nature of the practice, and thus of the resources and geographic diversity a client might reasonably expect to be brought to bear on a legal problem.
The remaining terms in question are "legal services" and "a professional legal service corporation." Of course, "legal services" are what lawyers in private practice provide, so that term is unexceptionable. Notwithstanding that the lawyer may practice at a reduced level compared to other lawyers. Likewise, a term like "professional corporation" which accurately identifies the form of business organization utilized by the lawyer is unobjectionable. Neither term, standing alone or in combination, creates an identifiable risk a prospective or actual client will misapprehend the nature of the practice or the scope of services being offered. RI-90.