10/15/2017 Ethics Opinion 244: Inclusion of Name of Nonlawyer Partner in Firm Name

Ethics Opinion 244

Inclusion of Name of Nonlawyer Partner in Firm Name

Assuming compliance with the requirements of Rule 5.4(b), the name of a nonlawyer partner may be included in the name of a law
firm. However, the firm must make clear on firm stationery, business cards and professional listings that the nonlawyer partner is not
a lawyer.

Applicable Rules
Rule 5.4(b) (Practice With Nonlawyers)
Rule 7.5 (Firm Names and Letterhead)
Inquiry
The inquiring lawyer, whom we will refer to as Smith, is a sole practitioner in the District of Columbia. He proposes to form a
partnership with a nonlawyer, whom we will refer to as Jones, to provide legal services to clients in personal injury and property
damage cases. Jones, an experienced investigator, will provide various investigative services such as photographs of accident
scenes and interviews of clients and witnesses. He will also perform nonlegal research and provide administrative assistance in
preparation of cases for trial and settlement negotiations. These support services will be related solely to Smiths practice of law.
Smith and Jones will enter into a written agreement that will specify that the sole purpose of the partnership is the provision of legal
services to clients; that Jones will abide by the Rules of Professional Conduct; and that Smith will undertake to be responsible for
Joness compliance.
The proposed partnership will be called Smith & Jones or Smith & Jones Associates. Alternatively, Smith may form a
professional corporation, which would be called Smith & Jones, P.A. Such a professional corporation would be owned by Smith,
and Jones would contract with the corporate entity, as well as Smith individually, for the provision of his nonlegal services in return
for a share of fees. Jones would be designated as Chief Administrator of the corporate entity.

Discussion
The questions posed by the inquiry are (1) whether the proposed arrangement comports with Rule 5.4(b); (2) whether the name of
Jones, the nonlawyer, may be included in the firm name; and if so, (3) whether the firm must take affirmative steps to make clear to
clients and prospective clients that Jones is not a lawyer.
First, we find that the proposed arrangement comports with Rule 5.4(b), which provides:

A lawyer may practice law in a partnership or other form of organization in which a financial interest is held or
managerial authority is exercised by an individual nonlawyer who performs professional services which assist the
organization in providing legal services to clients, but only if:
(1) The partnership or organization has as its sole purpose providing legal services to clients;
(2) All persons having such managerial authority or holding a financial interest undertake to abide by these rules of
professional conduct;
(3) The lawyers who have a financial interest or managerial authority in the partnership or organization undertake to
be responsible for the nonlawyer participants to the same extent as if nonlawyer participants were lawyers under Rule
5.1;
(4) The foregoing conditions are set forth in writing.

This rule, unique to the District of Columbia, permits lawyers to form partnerships or other organizations in which nonlawyers have a
financial interestas partners or otherwiseso long as the specified conditions are met. On the basis of the representations made
by the inquiring lawyer, it appears that those conditions are met in this case. The business of Smith & Jones will be limited to the
provision of legal services to clients; Jones will undertake to comply with the Rules of Professional Conduct; Smith will undertake to
assure that compliance; and these undertakings will be set forth in writing.
The next question is whether Joness name may appear in the firm name. Nothing in Rule 5.4 or the Comment to the Rule suggests
that the name of a nonlawyer partner may not be included in a firm name. The question remains, however, whether the inclusion of
the name of a nonlawyer in the name of a partnership or other organization devoted to the provision of legal services is inherently
misleading. Rule 7.5(a) provides that a lawyer shall not use a firm name, letterhead, or other professional designation that violates
Rule 7.1. Rule 7.1(a), in turn, provides in pertinent part that a lawyer shall not make a false or misleading communication about the
lawyer or the lawyers services. A communication is false or misleading if it: (1) Contains a material misrepresentation of fact or law,
or omits a fact necessary to make the statement considered as a whole not materially misleading.
In Opinion No. 45 (1978), issued under the former Code of Professional Responsibility, we held that the name of a nonlawyer could

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10/15/2017 Ethics Opinion 244: Inclusion of Name of Nonlawyer Partner in Firm Name
not appear in a law firm name. However, that opinion was based on a construction of DR 2-102(B) as explicitly limiting firm names to
those of lawyers in the firm.1 (/bar-resources/legal-ethics/opinions/opinion244.cfm#footnote1) And it was also influenced by the
explicit prohibition of DR 3-103(A), which provided that a lawyer shall not form a partnership with a non-lawyer if any of the
activities of the partnership consist of the practice of law.
Under the Rules of Professional Conduct now in effect, however, the situation is quite different. The traditional bar against
partnerships with nonlawyers has been eliminated by Rule 5.4(b). And the detailed restrictions of the Code of Professional
Responsibility with respect to names of firms have been replaced in Rule 7.1 with the general injunction not to mislead. In light of
these changes, we believe that it is no longer misleading to include the name of a nonlawyer partner in the firm name of a partnership
that is devoted to the provision of legal services to clients and that complies in all other respects with Rule 5.4(b). The firm name of a
law firm constitutes an implicit representation that the firm is engaging in legal services, but, given Rule 5.4(b), it does not inherently
constitute a representation that every partner in the firm is a lawyer.
Nonetheless, we believe that if the name of a nonlawyer partner is included in the firm name, there is some possibility of
misunderstanding unless an appropriate disclosure is made. In such a case the firm must make an appropriate disclosure, on firm
letterhead, business cards, and professional listings, that the firm includes a nonlawyer partner. If individual names are not listed on
the letterhead, the fact that a nonlawyer is a name partner must be indicated in some fashione.g., by adding the phrase a
partnership including a nonlawyer after the firm name.2 (/bar-re source s/le gal-e thics/opinions/opinion244.cfm#footnote 2) Of course, in
any case, if individual names are listed on the letterhead, business card or firm listing, any listed nonlawyer partner should be
identified in an appropriate mannere.g., investigator, firm administrator, economistthat makes clear that he or she is not a
lawyer. See Opinion No. 38 (July 19, 1977) (nonlawyer patent agent employed by law firm may be listed on firm letterhead followed
by the designation patent agent); ABA Informal Opinion 89-1527 (Feb. 22, 1989) (nonlawyer executive director may be listed on
firm letterhead and business cards, so long as listing makes clear that person is a nonlawyer or responsible only for administration of
the office).

November 1993

1. DR 2-102(B) at the time provided, in pertinent part, that 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 of the lawyers in the firm.
(emphasis added).

2. We do not reach the question of what disclosure, if any, need be made in the case of a firm in which a
nonlawyer is a partner but is not included in the firm name and is not listed on the letterhead.

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