Can an interstate law firm use its out-of-state firm name at its Florida office?

Plain-English summary

A member of The Florida Bar contemplated forming an interstate partnership with a New York law firm and asked for guidance on operating the partnership in Florida. The committee explained that interstate partnerships are sanctioned by DR 2-102(D), which permits a partnership among lawyers licensed in different jurisdictions where all listings of the firm's members make clear the jurisdictional limitations on those not licensed in all listed jurisdictions, and provides that the same firm name may be used in each jurisdiction. In view of that language, the New York firm name may be used in Florida even though none of the lawyers in the firm name are admitted in Florida; the committee noted that former Opinion 65-15 (since withdrawn), to the contrary, had been overruled by the rule amendment.

The committee reaffirmed surviving principles from Opinion 65-15: the partnership must be a full, bona fide partnership actually sharing profits and losses, not a mere referral-and-fee-sharing arrangement; all members must be amenable to professional discipline where they practice and authorized to practice there; and the public and other lawyers must not be misled about any member's authority to practice in a particular jurisdiction. If a lawyer not admitted in Florida is listed on a Florida firm's letterhead, an affirmative statement must indicate the lawyer is not authorized to practice in the state, and a lawyer may not be listed in a Florida telephone directory unless admitted in Florida. The committee approved the proposed letterhead, which used the New York firm name at the top and a left-margin heading "Partners Admitted in Florida" listing only those partners, as an appropriate method to avoid misleading the public, while cautioning that care should be taken to avoid any false impression that other partners are Florida lawyers. The opinion's headnote cites The Florida Bar v. Savitt, 363 So.2d 559 (Fla. 1978), on the requirements of a bona fide interstate partnership.

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 Treat this page as historical context, not current guidance.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 4-7.21 and 4-8.6 before relying on any specific requirement mentioned here.

Common questions

Q: Can an interstate firm use its out-of-state name at a Florida office?

A: The opinion concluded it may, under DR 2-102(D), even where none of the named lawyers are admitted in Florida, so long as the letterhead shows which members are admitted in Florida.

Q: Does the partnership have to be a real partnership?

A: Yes. The committee reaffirmed that it must be a full, bona fide partnership actually sharing profits and losses, not merely an arrangement to refer matters and share fees on referred cases.

Q: How should the letterhead handle non-Florida lawyers?

A: Per the opinion, an affirmative statement must indicate that a listed lawyer is not authorized to practice in Florida; the approved letterhead listed Florida-admitted partners under a separate heading.

Background and rules framework

The opinion applied DR 2-102(D) of the former Code of Professional Responsibility, governing interstate partnerships and firm-name listings. That subject corresponds to Model Rule 7.5 (firm names and letterhead) and Model Rule 7.1 (truthful communications), with multijurisdictional implications; the current Florida counterparts are Rules 4-7.21 and 4-8.6.

Citations and references

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

• CPR DR 2-102(D) [See current 4-7.21 and 4-8.6] (interstate partnerships and firm-name listings)

Cases:

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

Other opinions cited:

• Florida Bar Opinion 65-15 [withdrawn] (overruled in part by the rule amendment)

See also

• FL Bar Ethics Op. 76-7: Own-Name Practice, Out-of-State
• FL Bar Ethics Op. 75-34: Former Judge's Title on Letterhead

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-74-48/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-74-48-2.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 74-48
December 26, 1974
Advisory ethics opinions are not binding.
It is permissible for an interstate partnership with an office in Florida to use its firm name in this state even though none of the lawyers listed in the firm name are admitted in Florida, but the letterhead should indicate which members of the firm are admitted 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) [See current 4-7.21 and 4-8.6]
Opinion: 65-15
Vice Chairman Daniels stated the opinion of the committee:
A member of The Florida Bar contemplates formation of an interstate partnership with a New York law firm and requests guidance regarding operations of the interstate partnership in Florida.
The formation of interstate partnerships is sanctioned by DR 2-102(D), which provides:
A partnership shall not be formed or continued between or among lawyers licensed in different jurisdictions unless all enumerations of the members and associates of the firm on its letterhead and in other permissible listings make clear the jurisdictional limitations on those members and associates of the firm not licensed to practice in all listed jurisdictions; however, the same firm name may be used in each jurisdiction.
In view of the underscored language above, the New York firm name may be used in Florida although none of the lawyers in such firm name are admitted in Florida. Former opinions to the contrary, such as 65-15 [since withdrawn], have been overruled by the subsequent amendment to the Code of Professional Responsibility underscored above. However, the Committee reaffirms the following language from former Opinion 65-15:
. . . it is not improper for a Florida lawyer to be a member of an interstate law firm which maintains offices both in Florida and elsewhere. The partnership, however, must be a full, bona fide partnership in which the profits and losses of the several offices are actually shared according to the terms of the partnership agreement. It is improper to engage in such an arrangement if its true effect is merely to create an association whereby legal matters are referred from one office to another and fees are shared only with reference to the particular matters so referred.

. . . all attorneys who are members or associates of such firm must be "amenable to professional discipline" at the place where the partner or associate is actually engaged in practice and the partner or associate must be a member of the bar authorized to practice law at that place; and that the public and other lawyers must not in any way be misinformed or misled concerning the authority of any member of an interstate firm to practice in a particular jurisdiction. In the latter connection, if the name of a lawyer is listed on the letterhead of a Florida firm when that lawyer is not admitted to practice in Florida, then an affirmative statement must appear on the letterhead indicating that the lawyer is not authorized to practice in this state. Further, it is not proper to list the name of any attorney in a telephone directory, published and used in Florida, unless the attorney is admitted to practice in this state.
Under the contemplated interstate partnership, the partnership letterhead used in Florida will use the New York firm name at the top. On the left margin the letterhead will have a heading "Partners Admitted in Florida" and will thereafter list only the partners admitted in Florida. The Committee deems this an appropriate method to avoid misleading the public as it will indicate to the public that the lawyers in the firm name are not admitted in Florida. However, care should be exercised in the conduct of the firm's Florida practice to avoid any false impression that other partners are Florida lawyers.