Can a Florida law firm keep deceased partners on its letterhead and note its former firm name after merging with a sole practitioner?

Plain-English summary

The inquiry came from a law firm that carried the names of deceased partners on its letterhead, showing the fact and date of death. That firm was merging with a sole practitioner (a professional association) and asked whether the new letterhead could both keep the deceased partners' names and indicate that the firm was formerly known by the name of one of the original firms.

The committee answered yes on both points. It concluded the merged firm may continue to show the deceased partners' names with the fact of their death, and, in this specific instance, because the merger was between a multi-partner firm and a sole practitioner, stating the firm's former name would not mislead the public.

The committee tied its conclusion to DR 2-102(A)(4), which allowed a firm letterhead to give the names of deceased and retired members and to give the names and dates of predecessor firms and a continuing line of succession. It noted that the controlling question for letterhead inquiries of this kind is whether the proposed action would mislead the public, and found it would not here.

Currency note

This opinion was issued in 1977 (and printed with an April 12, 1978 committee date), 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 Treat this page as historical context, not current guidance.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 Rule 4-7.21 before relying on any specific requirement mentioned here.

Common questions

Q: Could a merged Florida firm keep deceased partners' names on its letterhead?

A: The opinion concluded yes, the merged firm may continue to show the deceased partners' names along with the fact that they are deceased.

Q: Could the firm say it was "formerly" known by its prior name?

A: The opinion concluded yes in this instance, because the merger was between a multi-partner firm and a sole practitioner and stating the former name would not mislead the public.

Q: What test did the committee apply?

A: Per the opinion, the analysis turned on whether the proposed letterhead would be misleading to the public.

Background and rules framework

The opinion applied DR 2-102(A)(4) of the former Code of Professional Responsibility, which permitted a firm letterhead to list deceased and retired members and to show predecessor firm names and a continuing line of succession. The Florida Bar's own bracketed cross-reference points to current Rule 4-7.21 (firm names and letterhead), the successor provision, which corresponds to Model Rule 7.5; the broader against-misleading principle corresponds to Model Rule 7.1.

Citations and references

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

• CPR DR 2-102(A)(4) (letterhead may list deceased/retired members and predecessor firms) [bar cross-reference: Rule 4-7.21, Comment]

Other opinions cited:

• Florida Ethics Opinion 72-39: letterhead and predecessor firm names

See also

• FL Bar Ethics Op. 77-17: Letterhead Partner-Associate
• FL Bar Ethics Op. 00-1: Retired Partner in Firm Name
• CA Op. 2004-167: Firm Trade Names and Government Titles

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-76-42/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-76-42-2.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 76-42
April 12, 1978
Advisory ethics opinions are not binding.
A law firm that is merging with a sole practitioner may continue to list deceased partners on its letterhead and may also indicate on the letterhead the name of the firm prior to the merger.
CPR: DR 2-102(A)(4) [See 4-7.21, Comment]
Opinion: 72-39
The inquiry is from a law firm which carries the names of deceased partners on its letterhead, showing the fact and date of demise. That law firm is merging with a sole practitioner and inquires if it can ethically list on its new letterhead both the names of the deceased partners, as is presently done, and also designate that the law firm formerly was known as the name of one of the original firms before the merger.
It is the Committee's opinion that the merged law firm may continue to show on its letterhead the names of the deceased partners of the previous law firm showing the fact that they are deceased. Further, in this specific instance, since the merger took place between a firm with a number of partners in it and a sole practitioner, practicing as a professional association, it would not be misleading to the public to state on its letterhead that the law firm formerly was known as its prior name.
DR 2-102(A)(4) states, in substance, that a letterhead of a law firm may also give the names of deceased and retired members and that the letterhead of a law firm may give the names and dates of predecessor firms and a continuing line of succession. [See Rule 4-7.21, Comment.]
Opinion 72-39 of this Committee also addresses this subject.
Questions such as this are answered by determining whether or not the proposed action will be misleading to the public. The Committee feels, in this instance, that the proposed action would not mislead the public.