May an Indiana lawyer affiliate with a nonlawyer company or out-of-state firm that sells Indiana legal services?

Plain-English summary

Opinion 2-18 addresses the recurring-business model in which a nonlawyer company or out-of-state firm offers Indiana legal services, directs matters to an Indiana lawyer, keeps much of the fee, and requires limited local involvement. The opinion calls this the license-rental model.

Rule 5.5(a) is implicated when a company sells legal services or an out-of-state firm performs the bulk of Indiana work without temporary admission. Using a local lawyer nominally to support Indiana advertising does not cure unauthorized practice by the company or firm.

Rules 1.8(f) and 5.4(c) require the Indiana lawyer to retain professional independence. A company-created, one-size-fits-all service can prevent meaningful consultation and place the objectives, strategy, fee, and work process under outside control. Rule 5.4(a) separately prohibits sharing fees with a nonlawyer, while Rule 1.5(e) requires disclosure when lawyers outside one firm divide fees.

Rules 1.2(c) and 1.4 require a reasonable limitation, client consent, and meaningful communication. Rules 5.3 and the Indiana nonlawyer-assistant guidelines require supervision and prohibit nonlawyers from creating the attorney-client relationship, setting the fee, or rendering legal opinions. Rule 8.4(a) can make the local lawyer responsible for knowingly assisting other rule violations.

In practice

Under this opinion, an "Of Counsel" label or local-counsel contract does not determine whether the arrangement is permissible. The analysis follows who sells the service, performs the work, controls professional judgment, receives the fees, communicates with the client, defines the scope, and supervises staff.

Common questions

Q: Can an Indiana lawyer serve as local counsel while the out-of-state firm does most of the work?

A: The opinion identifies a Rule 5.5(a) violation when the out-of-state firm performs the bulk of Indiana work without temporary admission.

Q: Can the company dictate the legal strategy and service package?

A: No. The opinion applies Rules 1.8(f) and 5.4(c) to require the Indiana lawyer's independent professional judgment.

Q: May the company keep part of the legal fee?

A: A nonlawyer company's share creates a Rule 5.4(a) risk. A division between lawyers outside one firm requires the client disclosure specified by Rule 1.5(e).

Q: Does client consent make every limited role permissible?

A: No. The opinion states that the limitation must be reasonable and that consent does not cure the other violations it identifies.

Q: Can out-of-state paralegals contract with clients and set fees?

A: The opinion applies Indiana's nonlawyer guidelines to prohibit nonlawyers from establishing the attorney-client relationship, setting the fee, or rendering legal opinions.

Background and rules framework

The opinion applies Indiana Rules 1.2(c), 1.4, 1.5(e), 1.8(f), 5.3(b), 5.4(a), 5.4(c), 5.5(a), and 8.4(a), Indiana nonlawyer-assistant Guidelines 9.1 and 9.3, and Admission and Discipline Rule 3(2).

Citations and references

Indiana Rules of Professional Conduct:

• Rules 1.2(c), 1.4, 1.5(e), 1.8(f), 5.3(b), 5.4(a), 5.4(c), 5.5(a), and 8.4(a)
• Guidelines 9.1 and 9.3 for the Use of Non-Lawyer Assistants

Other authorities:

• Indiana Admission and Discipline Rule 3(2), temporary admission

See also

• Indiana Advisory Op. 1-18: Online Referral Fees
• Virginia LEO 1850: Outsourcing Legal Services
• OSB Ethics Op. 2005-137: Nonlawyer Legal-Information Joint Venture

Source

• Landing page: Indiana attorney advisory opinions
• Original PDF: Opinion 2-18