May a lawyer be listed as 'General Counsel' or 'Consultant' on a client's letterhead?

Plain-English summary

The committee consolidated two inquiries. In 79-2, a lawyer asked whether his name (followed by "attorney") could appear under "Consultants" on a regional planning council's letterhead, alongside other professionals serving as consultants. In 81-2, a lawyer asked whether he could be listed as "General Counsel" on a regular client's letterhead, in articles he wrote for the client's newsletter, and in the client's membership directory. Because 79-2 was received before, and 81-2 after, the Florida Supreme Court's 1980 amendment of the advertising provisions of the Code of Professional Responsibility, the committee re-examined the issue.

The committee traced the history: before the Code, it had allowed the "General Counsel" designation only where the attorney devoted his full time to the client; the Code's DR 2-102(A)(4) then allowed it where the lawyer devoted a "substantial amount" of time to the client; and the Supreme Court's 1980 revisions deleted that "substantial amount" criterion. Under the amended provisions, which bar letterhead statements that are false, fraudulent, misleading, or deceptive within DR 2-101(B), the committee concluded that an attorney may be listed as "General Counsel" by a client on the client's letterhead, in a client directory, and in newsletter articles where the attorney serves in a bona fide relationship as general counsel, meaning a continuing relationship as the client's primary attorney for most or all matters requiring legal counsel or representation.

The committee reached the same result for the less precise "Consultant" designation, allowing it where a bona fide, continuing consultant relationship exists and the attorney is in fact the primary and usual attorney called upon for general legal guidance. It cautioned that using either term without such a bona fide relationship would be misleading and contrary to DR 2-101(A) and (B) and DR 2-102(A), and it receded from prior Opinion 70-42 to the extent of any conflict.

Currency note

This opinion was issued in 1981, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Florida Code of Professional Responsibility, including DR 2-101 and DR 2-102, as amended by the Florida Supreme Court in 1980. The opinion's own note states that lawyer advertising rules are now in Rules Regulating The Florida Bar 4-7.11 through 4-7.22. 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 a client list its lawyer as "General Counsel" on the client's letterhead?

A: The committee concluded yes, where the attorney serves in a bona fide relationship as the client's primary attorney for most or all matters requiring legal counsel or representation.

Q: Does the "General Counsel" designation require full-time work for the client?

A: Not under the rule as the committee read it after the 1980 amendments. The committee noted that the Supreme Court had deleted the earlier "substantial amount" of time criterion, and it keyed the designation to a bona fide continuing primary-attorney relationship instead.

Q: What about being listed as a "Consultant"?

A: The committee found that listing permissible as well where a bona fide, continuing consultant relationship exists and the attorney is in fact the primary and usual attorney called on for general legal guidance.

Background and rules framework

The opinion applied the former Florida Code of Professional Responsibility, DR 2-101 (publicity and advertising) and DR 2-102 (professional notices and letterheads), as amended by the Florida Supreme Court in 1980 (380 So.2d 435). Under current law, letterhead and firm-name matters are addressed by Rules 4-7.11 through 4-7.22 of the Rules Regulating The Florida Bar (Model Rule 7.1, communications concerning a lawyer's services). The committee's analysis turned on whether a bona fide continuing relationship made the designation accurate rather than misleading.

Citations and references

Rules of Professional Conduct:

• Former DR 2-101 and DR 2-102, Florida Code of Professional Responsibility [now Rules 4-7.11 through 4-7.22; Model Rule 7.1]

Cases:

• The Florida Bar re Amendments to The Florida Bar Code of Professional Responsibility (Advertising), 380 So.2d 435 (Fla. 1980), 1980 amendment of the advertising provisions.

Other opinions cited:

• Florida Opinions 63-20, 64-50, 66-19, 70-42 (prior letterhead opinions, since withdrawn or receded from).

See also

• FL Bar Ethics Op. 67-38: Corporate General Counsel's Office and Letterhead
• FL Bar Ethics Op. 79-6 and 80-2: Listing Other-State Admissions on Letterhead
• FL Bar Ethics Op. 74-10: Letterhead for Political or Charitable Solicitation

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-79-2-81-2/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-79-2-81-2-Consol-2.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
CONSOLIDATED OPINION 79-2 AND 81-2
March 12, 1981
Advisory ethics opinions are not binding.
An attorney may be listed as "General Counsel" or "Consultant" on a client's letterhead and elsewhere if attorney and client have a continuing relationship and the attorney is the client's primary and usual attorney for matters requiring legal guidance or representation.
Note: Lawyer advertising rules are now in Rules Regulating The Florida Bar 4-7.11 through 4-7.22.
CPR: DR 2-101(A), (B); DR 2-102(A)
Opinions: 63-20, 64-50, 66-19, 70-42, 79-2
Chairman Ervin stated the opinion of the committee:
In inquiry 79-2 the Committee is asked whether a lawyer may permit his name to appear on a regional planning council's letterhead under the designation "Consultants." The lawyer's name (or his firm name) would be followed by the word "attorney," or like designation, and other professionals who serve as consultants would also be listed with indication of the professional areas of consultation.
In inquiry 81-2 the Committee is asked whether a lawyer may permit his name to appear on a regular client's letterhead as "General Counsel;" whether he may be indicated as "General Counsel" in articles written by him for the client's newsletter; and whether he may be listed as "General Counsel" in the client's membership directory.
Inquiry 79-2 was received prior to the most recent amendment of the Florida Code of Professional Responsibility (see 380 So.2d 435) and was under consideration at the time of said amendment. Inquiry 81-2 was received after the effective date of the amendment. The Committee is of the view that amendment of the Code by the Florida Supreme Court requires re-examination of prior opinions. A synopsis of the history of this issue may be helpful.
Prior to adoption of the Florida Code of Professional Responsibility the Professional Ethics Committee, relying on Canon 27, expressed its opinion that an attorney could be identified as "General Counsel" by a client on client letterhead and other publications only where the attorney devoted his full and complete time to that client. (See Advisory Opinions 63-20 [since withdrawn], 64-50 [since withdrawn], 66-19 [since withdrawn]).
Thereafter, the Florida Code of Professional Responsibility was adopted by the Supreme Court of Florida. DR 2-102(A)(4) of that Code provided in pertinent part that:
. . . A lawyer or law firm may be designated as "General Counsel" or by similar professional reference on stationery of a client if he or the firm devotes a substantial amount of his or its professional time in the representation of that client. . . .
In Advisory Opinion 70-42 [since withdrawn] the Committee recognized the new "substantial amount" of time criteria adopted by the Supreme Court of Florida, noting, however, that:
. . . It would seem to be rare wherein an attorney engaged in private practice would be justified in listing himself as "general counsel" on a letterhead, much less in any other materials such as publications or literature. . . .
The Supreme Court of Florida in 1980 significantly revised those portions of the Florida Code of Professional Responsibility governing "public communications," advertising and other forms of professional announcement and notices. (See 380 So.2d 435 and The Florida Bar Journal, September 1980, pp. 80-89.) In these revisions DR 2-102(A)(4) in its past form, and its express criteria of "substantial amount" of time, was deleted.
The present inquiries are governed by new Code provisions including, but not necessarily limited to, the following pertinent provisions:
DR 2-102 Professional Notices, Letterheads, Offices, and Law Lists.
(A) A lawyer or law firm shall not use or participate in the use of a professional card, professional announcement card, office sign, letterhead, telephone directory listing, law list, legal directory listing or a similar professional notice or device if it includes a statement or claim that is false, fraudulent (sic), misleading, or deceptive within the meaning of DR 2-101(B) or that violates the regulations contained in DR 2-101(C).

DR 2-101 Publicity and Advertising
(A) A lawyer shall not, on behalf of himself, his partner, associate or any other lawyer affiliated with him or his firm, use or participate in the use of any form of public communication containing a false, fraudulent, misleading, or deceptive statement or claim.
(B) Without limitation a false, fraudulent, misleading, or deceptive statement or claim includes a statement or claim which:
(1) Contains a material misrepresentation of fact;
(2) Omits to state any material fact necessary to make the statement, in the light of all circumstances, not misleading;
(3) Is intended or is likely to create an unjustified expectation;

(5) Is intended or is likely to convey the impression that the lawyer is in a position to influence improperly any court, tribunal, or other public body or official;

(7) Contains a representation or implication that is likely to cause an ordinary prudent person to misunderstand or be deceived or fails to contain reasonable warnings or disclaimers necessary to make a representation or implication not deceptive.
It is the opinion of the Committee that, in light of the foregoing amendments to the Florida Code of Professional Responsibility, an attorney may be listed, or indicated, as "General Counsel" by the attorney's client on client letterhead, in a client directory, and in connection with newsletter articles where the attorney serves in a bona fide relationship with the client as general counsel. While the term "General Counsel" is not defined in the Code, the Committee is of the opinion that the attorney should, in order for such designation to be publicly employed by the attorney or the client, have a continuing relationship and status as the client's primary attorney for most, if not all, matters of the client requiring legal counsel or representation.
While the listing of an attorney as "Consultant" is of less precision, the Committee is of the opinion that under revised Code provisions such listing is not prohibited where the bona fide, continuing consultant relationship exists and the attorney is, in fact, the primary and usual attorney to be called upon for general legal guidance and consultation when matters requiring such arise. The Committee recognizes that it may be helpful to the regional planning council and the public to have the names of such professional consultants on agency letterhead.
The Committee is of the opinion that the use of such terms by a lawyer, or his authorization of their use by a client, in the absence of a bona fide relationship as "General Counsel" or as attorney "Consultant" as described above, would be misleading and contrary to the commands of DR 2-101(A) and (B) and DR 2-102(A). To the extent prior Advisory Opinion 70-42 [since withdrawn] is in conflict with the foregoing, it is hereby receded from by reason of amendment of the Florida Code of Professional Responsibility.