Can lawyers who share an office but are not true partners adopt a single firm name in Kentucky?

Plain-English summary

A Kentucky attorney asked whether he and three associates, whose professional relationship was "something less than a true partnership," could adopt a firm name. The committee answered no. It anchored the answer in Canon 33 of the older Canons of Professional Ethics ("In the selection and use of a firm name, no false, misleading, assumed, or trade name should be used") and in the inquiring lawyer's own concern about DR 2-102(C) of the Code of Professional Responsibility.

The committee drew on a line of ABA opinions. ABA Formal Opinion 219 stated that using the word "associates" with an individual's name negates the existence of a partnership, and ABA Formal Opinion 310 explained that it is improper to call a lawyer an "associate" when he in fact shares fully in the responsibilities and liabilities of the office, and equally improper to call someone a "partner" who does not share fully. Citing ABA Informal Opinion C-865, the committee reasoned that there is no such thing as a "limited partnership" as to responsibilities and liabilities, and that the public is inclined to believe a firm's entire mental and legal resources are available to it.

The committee concluded that so long as the attorneys work independently, keep separate records, and do not jointly share responsibilities and liabilities, they must not hold themselves out as a partnership. It added, again following ABA Informal Opinion C-865, that even a name like "John Doe Associates" would mislead the public by implying the other attorneys are Doe's employees. Lawyers in such an arrangement should each use his own name separately on letterheads, cards, announcements, law lists, telephone directories, and office signs.

Currency note

This opinion was issued in 1972 under Kentucky's former Code of Professional Responsibility (in effect 1971 to 1990), before the Kentucky Bar Association's 1990 adoption of the Rules of Professional Conduct (SCR 3.130) and the substantial 2009 revisions to those rules, including the advertising and firm-name rules (SCR 3.130 Rules 7.01 through 7.50). Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can lawyers who share an office but are not partners use a single firm name?

A: No. The committee held that a firm name implies a partnership with shared responsibility and liability, so lawyers whose relationship is less than a true partnership may not adopt one.

Q: What made a firm name misleading in the committee's view?

A: The committee reasoned, following ABA opinions, that the public believes a firm's entire legal resources are available to it. A name suggesting partnership where none exists misrepresents that shared responsibility, contrary to Canon 33's bar on false or misleading firm names.

Q: Is a name like "John Doe Associates" acceptable for office-sharers?

A: No. Citing ABA Informal Opinion C-865, the committee held that such a name would mislead the public by implying the other lawyers are Doe's employees. Each lawyer should use his own name separately on letterheads, cards, announcements, and signs.

Background and rules framework

The opinion applied Canon 33 of the Canons of Professional Ethics and DR 2-102(C) of the then-current Code of Professional Responsibility, which governed firm names and the manner in which lawyers held themselves out. The modern analogs are Model Rule 7.5 (firm names and letterheads) and Model Rule 7.1 (communications about a lawyer's services that must not be false or misleading).

Citations and references

Rules of Professional Conduct:

• Canon 33 (Canons of Professional Ethics) and DR 2-102(C) (Code of Professional Responsibility); modern analogs Model Rules 7.5 and 7.1

Other opinions cited:

• ABA Formal Opinion 219 (use of "associates" with an individual's name negates a partnership)
• ABA Formal Opinion 310 (improper to label a lawyer "associate" or "partner" inconsistently with his actual sharing of responsibility and liability)
• ABA Informal Opinion C-865 (no "limited partnership" as to responsibilities and liabilities; "John Doe Associates" is misleading)

See also

• KBA Ethics Op. E-84: Public Office on Letterhead
• KBA Ethics Op. E-85: Branch Office in Another County
• KBA Ethics Op. E-114: Branch Supervising Partner

Source

• Landing page: https://kybar.org/For-Members/Rules-Ethics-Information/Ethics-Opinions
• Original PDF: https://kybar.org/Portals/0/Admin/Ethics%20Opinions/KBA_E-062.pdf

Original opinion text

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

KENTUCKY BAR ASSOCIATION
Ethics Opinion KBA E-62
Issued: September 1972

This opinion was decided under the Code of Professional Responsibility, which was in effect from 1971 to 1990. Lawyers should consult the current version of the Rules of Professional Conduct and Comments, SCR 3.130 (available at http://www.kybar.org), especially Rules 7.01-7.50 and the Attorneys' Advertising Commission Regulations, before relying on this opinion.

Question:

May associates who have a relationship that is something less than a true partnership adopt a firm name?

Answer:

No.

References:

Canon 33

OPINION

A recent inquiry by a Kentucky attorney poses a very precise question in the first paragraph of his inquiry letter:
"My three associates and I have recently been considering the adoption of a firm name, though our professional relationship is something less than a true partnership."
The attorney making the inquiry expresses an understandable reluctance to proceed in light of the provisions of DR 2-102(C) of the Code of Professional Responsibility.
The crux of this inquiry is revealed by the words in italics above. In Canon 33 of the older Canons of Professional Ethics, it is stated: "In the selection and use of a firm name, no false, misleading, assumed, or trade name should be used."
The Standing Committee on Professional Ethics of the American Bar Association, in Formal Opinion 219, made the following statement: "The use of the word 'associates' in conjunction with the name of an individual negates the existence of a partnership."
A thorough discussion of this whole problem is contained in ABA Formal Opinion 310 and deals with the use of the terms "partners" and "associates." It is both improper to designate a lawyer as an "associate" who shares fully in the responsibilities and liabilities of other attorneys in the office and it is improper to utilize the term "partner" to designate an attorney who does not share fully in the responsibilities and liabilities of the other attorneys involved.

As pointed out in ABA Informal Opinion C-865, there cannot be such a thing as a "limited partnership" as far as responsibilities and liabilities are concerned. In such situations the public is inclined to believe that the entire mental and legal resources of the firm are available, if need be. So long as the attorneys work independently of one another, maintain separate records, and refrain from jointly sharing responsibilities and liabilities, they must refrain from holding themselves out as a partnership.
As also pointed out in ABA Informal Opinion C-865, even the use of a name such as "John Doe Associates" would likewise be misleading to the public, because such a name implies that the other attorneys are employees of "John Doe." Notwithstanding the fact that they may practice from the same office and share some office expenses, in this type of situation each attorney should use his own name separately on his letterheads, cards, announcements, law list and telephone directories. Any signs about the offices should list their names separately.

Note to Reader
This ethics opinion has been formally adopted by the Board of Governors of the Kentucky Bar Association under the provisions of Kentucky Supreme Court Rule 3.530 (or its predecessor rule). The Rule provides that formal opinions are advisory only.