Does the interstate-partnership rule let an out-of-state firm open a Florida branch office to serve its out-of-state clients?

Plain-English summary

A New York law firm wrote that it wished to establish a small office in Florida, primarily to serve its many clients who spend substantial periods of time in the state. Any partner or associate practicing in the contemplated Florida office would be admitted in Florida, and all partners in the Florida office would be admitted in both New York and Florida and would be partners in the New York firm. The firm asked whether, under DR 2-102(D), the interstate-partnership rules would let it practice in Florida under its firm name and list its Florida office on its letterhead.

The committee concluded that the contemplated Florida office would not qualify as an interstate partnership within the meaning of DR 2-102(D). It reasoned that no lawyer admitted in Florida was presently practicing in Florida on a full-time basis, so there was no Florida practitioner who could form an interstate partnership with the New York firm. The committee stated that the interstate-partnership concept does not encompass branch offices of an out-of-state firm designed primarily to serve out-of-state clients who happen to spend time in Florida.

Currency note

This opinion was issued in 1974, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Code of Professional Responsibility, which has since been replaced. Treat this page as historical context, not current guidance. Verify against current Rules 4-5.5 and 4-7.21 before relying on any specific requirement mentioned here.

Common questions

Q: Could the New York firm open a Florida branch under the interstate-partnership rule?

A: Under this opinion, no. The committee concluded the proposed office did not qualify as an interstate partnership under DR 2-102(D).

Q: What did the committee say an interstate partnership requires?

A: It reasoned that a lawyer admitted in Florida must be practicing in Florida full time before there can be a Florida practitioner to form an interstate partnership with the out-of-state firm.

Q: Did the branch's purpose matter?

A: Yes. The committee stated the interstate-partnership concept does not encompass branch offices designed primarily to serve out-of-state clients who happen to spend time in Florida.

Background and rules framework

The opinion applied DR 2-102(D) of the former Code of Professional Responsibility, which addressed interstate law partnerships and the use of a firm name and letterhead across jurisdictions. That subject corresponds in current practice to Rule 4-5.5 (multijurisdictional practice of law) and Rule 4-7.21 (firm names and letterhead), and to Model Rules 5.5 and 7.5. The official opinion appends a note citing The Florida Bar v. Savitt, 363 So. 2d 559 (Fla. 1978), which discusses the requirements of a bona fide interstate partnership.

Citations and references

Rules of Professional Conduct (as cited, former Code):

• CPR DR 2-102(D) (interstate partnerships; firm name and letterhead)

Cases:

• The Florida Bar v. Savitt, 363 So. 2d 559 (Fla. 1978), requirements of a bona fide interstate partnership (cited in the opinion's note)

See also

No sibling opinions yet indexed.

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-74-12/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-74-12-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 74-12
July 12, 1974
Advisory ethics opinions are not binding.
The "interstate partnership" concept does not encompass "branch offices" of an out-of-state law firm designed primarily to serve out-of-state clients who happen to spend time in Florida. A true interstate partnership requires a Florida partner practicing full-time in Florida.
Note: See, The Florida Bar v. Savitt, 363 So.2d 559 (Fla. 1978), which discusses the requirements of a bona fide interstate partnership.
CPR: DR 2-102(D)
Vice Chairman Daniels stated the opinion of the committee:
A New York law firm has written the Committee that it desires to establish "a small office within the State of Florida, primarily so that we might better serve those of our clients, of whom there are many, who spend substantial periods of time in your state during the course of any year." Any partner or associate practicing in the contemplated Florida office would be admitted to practice in Florida. Inquiry is made as to whether, under DR 2-102(D), the rules relating to interstate partnerships would apply so as to permit the firm "to conduct such practice [in Florida] under our firm name, and to list our Florida office on our above letterhead." All partners in the Florida office would be admitted to practice in both New York and Florida and would be partners in the New York firm. The firm's name does not contain the name of any Florida lawyer and its letterhead does not list any partners or associates of the firm.
Based on the facts presented, the Committee is of the opinion that the contemplated Florida office would not qualify as an interstate "partnership" within the meaning of DR 2-102(D). No lawyer admitted in Florida is presently practicing in Florida on a full-time basis. Consequently, there is no Florida practitioner who could form an "interstate partnership" with the New York firm.
The Committee believes that the "interstate partnership" concept does not encompass "branch offices" of an out-of-state law firm designed primarily to serve out-of-state clients who happen to spend time in Florida.