When is using 'Associates' or '& Associates' in a Minnesota firm name misleading?

Plain-English summary

The opinion states that using the word "Associates" or the phrase "& Associates" in a law firm name, letterhead, or other professional designation is false and misleading if it conveys the impression that the firm has more attorneys practicing law in it than is actually the case.

It then sets numeric thresholds. Using "Associates" (as in "Doe Associates") is false and misleading unless at least two licensed attorneys practice law with the firm. Using "& Associates" (as in "Doe & Associates") is false and misleading unless at least three licensed attorneys practice with the firm. The opinion grounds this in Rule 7.1's prohibition on false or misleading communications and its Comments 2 and 5, and it surveys decisions and ethics opinions from other jurisdictions reaching the same conclusion about solo practitioners using "Associates."

The opinion adds two qualifications. Lawyers who merely share office space, or who associate on a particular matter but do not otherwise practice together as a firm, may not use "Associates" or "& Associates." And whether a name misleads depends on the facts: a three-attorney "Doe & Associates" that loses an attorney may keep the name during a reasonable interim period if another attorney joins, or is reasonably and objectively anticipated to join, within a reasonable time; part-time attorneys count as long as the requisite minimum regularly and actively practice with the firm.

In practice

Under this opinion, a Minnesota firm may use "Associates" in its name only if at least two licensed attorneys practice with the firm, and "& Associates" only if at least three do. The opinion treats lawyers who only share office space or associate on a single matter as not counting toward those numbers. It allows continued use during a reasonable interim period when a departed attorney is expected to be replaced, and it counts regularly and actively practicing part-time attorneys.

Common questions

Q: How many lawyers does a firm need to use "Associates" in its name?

A: At least two licensed attorneys practicing with the firm. The opinion treats "Doe Associates" as misleading otherwise.

Q: How many lawyers does "& Associates" require?

A: At least three. The opinion treats "Doe & Associates" as misleading unless at least three licensed attorneys practice with the firm.

Q: Can a solo practitioner use "& Associates" if they employ paralegals?

A: No. The opinion states the term, in the legal context, refers to attorneys, and using it without the requisite attorneys is misleading even if the firm employs non-lawyer staff.

Q: What happens if a firm loses an attorney and drops below the threshold?

A: The opinion permits continued use during a reasonable interim period if another attorney joins, or is reasonably and objectively anticipated to join, within a reasonable time; otherwise continued use is misleading.

Background and rules framework

The opinion applies Rule 7.1 of the Minnesota Rules of Professional Conduct (the analog of Model Rule 7.1 on communications concerning a lawyer's services), which prohibits false or misleading communications, including those that omit a fact necessary to keep the communication from being materially misleading. Comment 5 treats firm names, letterhead, and professional designations as communications about a lawyer's services. The opinion was adopted in 2009 and amended in 2022.

Citations and references

Rules of Professional Conduct:

• MR 7.1 (communications concerning a lawyer's services)
• Minnesota RPC 7.1 (false or misleading communications), Comments 2 and 5

Cases:

• In re Sussman, 405 P.2d 355 (Or. 1965); In re Mitchell, 614 S.E.2d 634 (S.C. 2005); In re Brandt, 670 N.W.2d 552 (Wis. 2003); Portage County Bar Ass'n v. Mitchell, 800 N.E.2d 1106 (Ohio 2003); Office of Disciplinary Counsel v. Furth, 754 N.E.2d 219 (Ohio 2001)

Other opinions cited:

• N.M. Formal Op. 2006-1; NYC Bar Formal Op. 1996-8; Utah Op. 04-03; Utah Op. 138 (1994); Cal. Formal Op. 1986-90; S.C. Op. 05-19 (2005)

See also

• New Mexico Ethics Op. 2006-1: Naming Firms "& Associates"
• Alabama Ethics Op. 1990-100: Law Firm Operating Under a Trade Name

Source

• Landing page: https://lprb.mncourts.gov/lawyers-professional-responsibility-board-opinions/
• Original PDF: https://lprb.mncourts.gov/wp-content/uploads/2024/10/Opinion-20_compressed.pdf

Original opinion text

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

LAWYERS PROFESSIONAL RESPONSIBILITY BOARD
OPINION NO. 20
USE OF THE WORD “ASSOCIATES”
IN A LAW FIRM NAME
The use of the word “Associates” or the phrase “& Associates” in a law firm name,
letterhead or other professional designation is false and misleading if the use conveys the
impression the law firm has more attorneys practicing law in the firm than is actually the
case.
Comment
Subject to qualifications below, the use of the word “Associates” in a law firm
name, letterhead or other professional designation—such as “Doe Associates”—is false
and misleading if there are not at least two licensed attorneys practicing law with the
firm. Similarly, the use of the phrase “& Associates” in a firm name, letterhead or other
professional designation—such as “Doe & Associates”—is false and misleading if there
are not at least three licensed attorneys practicing law with the firm. Rule 7.1, MRPC,
states:
A lawyer shall not make a false or misleading communication about the
lawyer or the lawyer’s services. A communication is false or misleading
if it contains a material misrepresentation of fact or law, or omits a fact
necessary to make the statement considered as a whole not materially
misleading.
Comment 2 to Rule 7.1, MRPC, provides:
Misleading truthful statements are prohibited by this rule. A truthful statement is
misleading if it omits a fact necessary to make the lawyer’s communication considered as
a whole not materially misleading. A truthful statement is misleading if a substantial
likelihood exists that it will lead a reasonable person to formulate a specific conclusion
about the lawyer or the lawyer’s services for which there is no reasonable factual
foundation. A truthful statement is also misleading if presented in a way that creates a
substantial likelihood that a reasonable person would believe the lawyer’s communication
requires that person to take further action when, in fact, no action is required.
Comment 5 to Rule 7.1, MRPC, provides in part:
Firm names, letterhead and professional designations are communications
concerning a lawyer’s services.
While the word “Associates” and the phrase “& Associates” undoubtedly have
other meanings and connotations in other contexts, in the practice of law the word and the
phrase have been used and are perceived as referring to an attorney practicing law in a
law firm. See In re Sussman, 405 P.2d 355, 356 (Or. 1965) (“Principally through custom
the word [“associates”] when used on the letterheads of law firms has come to be
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regarded as describing those who are employees of the firm. Because the word has
acquired this special significance in connection with the practice of law the use of the
word to describe lawyer relationships other than that of employer-employee is likely to
be misleading.”); St. B. of N.M. Ethics Advisory Comm., Formal Op. 2006-1 (2006) (“It
is well accepted in the legal community that an ‘associate’ is an attorney that works for a
firm. ‘Associates,’ at least in the legal context, do not include support staff such as legal
assistants or investigators.”); Ass’n of the B. of the City of N.Y. Comm. on Prof’l & Jud.
Ethics, Formal Op. 1996-8 (1996), 1996 WL 416301 (“[T]he term [‘associate’] has been
interpreted by courts and other ethics committees to mean a salaried lawyer-employee
who is not a partner of a firm.”); Utah St. B. Ethics Advisory Op. Comm., Op. 04-03
(2004), 2004 WL 1304775 (“We believe that, if a member of the public examined a firm
name such as ‘John Doe & Associates,’ he would conclude that John Doe works
regularly with at least two other lawyers.”).
While some members of the public may care little about the number of attorneys
practicing law at a law firm, clearly some members of the public seeking legal counsel do
care whether there is more than one attorney at a firm available to provide legal services.
“A client may wish to be represented by a law firm comprised of several or many
lawyers, and the implications of the law firm name may affect the client’s decision. Any
communication that suggests multiple lawyers creates the appearance that the totality of
the lawyers of the law firm could and would be available to render legal counsel to any
prospective client . . . .” Cal. St. B. Standing Comm. on Prof’l Responsibility & Conduct,
Formal Op. 1986-90 (1986), 1986 WL 69070 (opining that solo practitioners may not
ethically advertise using a group trade name such as “XYZ Associates” unless the
advertisement affirmatively discloses they are solo practitioners). A law firm name
which suggests there are multiple attorneys to service a client’s needs when there is only
one attorney is inherently misleading.
The Board’s opinion is consistent with decisions and ethics opinions from other
jurisdictions which have held that the use of “associates” in the name of a law firm with
one practicing lawyer is false and misleading. See, e.g., In re Mitchell, 614 S.E.2d 634
(S.C. 2005) (holding a solo practitioner made false and misleading communications by
using the word “associates” in his firm name); In re Brandt, 670 N.W.2d 552, 554-55
(Wis. 2003) (solo practitioner holding himself out as “Brandt & Associates” was in
violation of ethics rule prohibiting false and misleading communications); Portage
County B. Ass’n v. Mitchell, 800 N.E.2d 1106 (Ohio 2003) (solo practitioner engaged in
misleading conduct by holding himself out as “Mitchell and Associates”); Office of
Disciplinary Counsel v. Furth, 754 N.E.2d 219, 224, 231 (Ohio 2001) (a solo
practitioner’s use of letterhead referring to his firm as “Tom Furth and Associates,
Attorneys & Counselors at Law” was misleading); S.C. B. Ethics Advisory Comm., Op.
05-19 (2005), 2005 WL 3873354 (opining that a solo practitioner’s use of a firm name
such as “John Doe and Associates, P.A.” is misleading); Utah St. B. Ethics Advisory Op.
Comm., Op. 138 (1994), 1994 WL 579848 (“[A] sole practitioner may not use a firm
name of the type ‘Doe & Associates’ if he has no associated attorneys, even if the firm
formerly had such associates or employs one or more associated nonlawyers such as
paralegals or investigators.”).

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The use of “Associates” or “& Associates” in a firm name, letterhead or other
professional designation by lawyers who share office space or who associate with other
lawyers on a particular legal matter but who do not otherwise practice together as a law
firm is false and misleading.
Whether or not a law firm name using the word “Associates” or the phrase “&
Associates” is false and misleading will depend on the particular facts and circumstances
of each case. For example, there may be circumstances where three attorneys with a law
firm name such as “Doe & Associates” may lose one of the firm’s attorneys. In that
event, if another attorney joins the firm within a reasonable period of time thereafter, or if
the firm reasonably and objectively anticipates another attorney joining the firm within a
reasonable period of time, it is not false or misleading for the firm to continue using “&
Associates” in its name during the interim period. If neither circumstance exists, the
continued use of “& Associates” would be considered false and misleading. In addition,
there may be circumstances where one or more of the attorneys practicing with a firm
may be working part-time. As long as the requisite minimum number of attorneys,
parttime or otherwise, regularly and actively practice with the firm, the use of
“Associates” or “& Associates” would not be considered false or misleading.
Adopted: June 18, 2009.
Amended: October 28, 2022.

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