October 26, 1981
A law firm would be prohibited by the Code of Professional Responsibility from permitting the use of their name "The Doe & Roe Law Office" on computer hardware which is manufactured and distributed by a separate corporation when the law firm receives a royalty of $1,000.00 on each system sold.
The Code of Professional Conduct does not prohibit a member of a law firm becoming a partner with other persons in an investing banking business so long as the business does not in any way engage in the practice of law and is completely separate from the law office operations. This law firm may be general counsel for the investment firm so long as all partners of the lawyer consent to the representation after a full disclosure of any possibility of interests of the lawyer and the other partners differing.
You have requested an Opinion as to whether it is ethically permissible for your law firm to authorize Compuware Corporation to market a computer software package called "The Doe & Roe Law Office Management System." You have informed the Committee that Doe & Roe are the designers of this system for law firms. You further informed the Committee that Doe & Roe and its attorneys would have no ownership interest in this Corporation. They would have no control over the management of the Corporation or of this software. The law firm would, however, receive a royalty payment of $1,000.00 on each system sold. The undersigned would refer you to Canon 2 DR 2-102 (E) of the Code of Professional Responsibility. This Canon prohibits a lawyer who is engaged in both the practice of law and other business from either indicating this on his or her letterhead or identifying him or herself as a lawyer in any publication in connection with the other business or profession. It is the opinion of the undersigned, that this Disciplinary Rule would prohibit the use of the name of your law firm, "Doe & Roe Law Office" in the advertising of the other business.
You have also requested an Opinion as to whether it would be permissible for you to enter into a general partnership with others under the name of "Doe Smith & Company." Nothing in the Code of Professional Ethics prohibits a lawyer from engaging in other business activities as long as he keeps them separate from his law practice. It is the understanding of the undersigned that this investment banking firm's operations would be completely separate from your law office operations, with a separate location, separate personnel, etc. Generally the disciplinary rules only prohibit a lawyer from forming a partnership with a non-lawyer if the activities in the partnership consist of the practice of law. (See DR 3-103 (A)) As to whether your law firm can act as general counsel for this investment banking business in which you are a general partner, there would be nothing prohibiting your law firm acting as general counsel so long as all of the partners of the banking firm consent to this representation after a full disclosure. (See DR 5-104 (A))
Although the above is the opinion of the undersigned, it has been circulated to other members of the Ethics Committee for their approval prior to this being released to you.
In addition to the reasons given in Committee Member Opinion on the subject of marketing the system under the name "The Doe & Roe Law Office Management System," the proposed conduct is improper in that a law firm should not permit the use of its firm name by an unrelated business organization in which the lawyers have no name by the Corporation. A law firm and lawyers should be responsible and accountable for the use of its name. Absent management control over the entity using the law firm name with which it is associated, the professional responsibility to assure that the public is not in some way mislead or deceived, is practically non-existent.
Since the adoption of Supreme Court Administrative Order 1978-4, which has superceded Canon 2 in Disciplinary Rules thereunder on the subject of advertising, lawyers are free to disseminate just about any information concerning themselves and/or their practice, so long as the information is not false, fraudulent, misleading or deceptive.
This is not to say that a lawyer or a law firm could never use the firm name in connection with other businesses in which the lawyer or firm engages. However, if the firm name is utilized, the other business must be relevant to the practice of law, and the firm must retain absolute control over the use of its name.