Can a salaried in-house lawyer litigate, file suits, handle agency appeals, and negotiate contracts for the employer corporation?

Plain-English summary

A Florida Bar member employed by a corporation on an annual salary asked four questions: whether he could defend the corporation in a breach-of-contract action filed against it; whether he could institute a civil action on the corporation's behalf as plaintiff to enforce its contract rights; whether he could represent the corporation in appeals before administrative agencies with which it was performing contract work; and whether he could hold himself out as attorney for the corporation and conduct negotiations with others on its behalf in preparing contracts with third parties, including governmental agencies.

The committee saw no ethical impropriety in the salaried corporate attorney performing any of the described functions and answered each question in the affirmative, citing In re Amendment to the Additional Rules, 220 So.2d 6 (Fla. 1969).

Currency note

This opinion was issued in 1970, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Canon 47. A lawyer's representation of an organizational employer is now addressed by Rule 4-1.13, and the authorized scope of practice by an employed lawyer relates to Rule 4-5.5. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific requirement mentioned here.

Common questions

Q: Can an in-house lawyer represent the employer corporation in court?

A: Under this opinion, yes. The committee found no impropriety in a salaried corporate attorney defending the corporation in litigation or filing suit on its behalf.

Q: Can in-house counsel handle agency appeals and contract negotiations for the employer?

A: Under this opinion, yes. The committee answered affirmatively as to representing the corporation in administrative-agency appeals and conducting contract negotiations on its behalf.

Background and rules framework

The opinion applied the former Canon 47 and relied on the Florida Supreme Court's decision in In re Amendment to the Additional Rules. The representation of an organizational client is now addressed by Rule 4-1.13, and the authorized practice of an employed lawyer relates to Rule 4-5.5. The Model Rule analogues are Rule 1.13 and Rule 5.5.

Citations and references

Rules of Professional Conduct:

• Canon 47 [Code of Professional Responsibility; organization as client now in Rule 4-1.13]

Cases:

• In re Amendment to the Additional Rules, 220 So.2d 6 (Fla. 1969)

See also

• FL Bar Ethics Op. 70-44: Corporate Counsel Business Cards

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-70-3/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-70-3-1.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

FLORIDA BAR ETHICS OPINION
OPINION 70-3
February 17, 1970
Advisory ethics opinions are not binding.
A member of The Florida Bar employed by a corporation may defend the corporation in a breach of contract action, may institute a civil action on behalf of the corporation as plaintiff to enforce its rights under a contract, may represent it in appeals before administrative agencies, and may represent himself as an attorney for the corporation and conduct negotiations with others on behalf of the corporation.
Canon: 47
Citation: In re Amendment to the Additional Rules, 220 So.2d 6 (Fla. 1969)
Chairman MacDonald stated the opinion of the committee:
A member of The Florida Bar asks the following questions:

1. May an attorney employed by a corporation on an annual salary defend the corporation in a breach of contract action filed against it?
2. May such an attorney institute a civil action on behalf of the corporation as the plaintiff to enforce the corporation's rights under a contact?
3. May such an attorney represent his corporate employer in appeals before administrative agencies with whom the corporation is performing work pursuant to a contract between the corporation and the agency?
4. May an attorney so employed represent himself as an attorney for the corporation and conduct negotiations with others on behalf of the corporation in preparing contracts which will be executed by the corporation and a third party, whether corporate or personal or a governmental agency?
   We see no ethical impropriety in the individual employed as an attorney by a corporation performing any of the functions described and would answer each question in the affirmative. See In re Amendment to the Additional Rules, 220 So.2d 6 (Fla. 1969).