May an out-of-state lawyer review Missouri business-purchase documents from the state where the lawyer and client are located?

Plain-English summary

The lawyer and client were in State A, where the lawyer was licensed and regularly represented the client in business matters. The client planned to buy part of a Missouri business with a Missouri co-buyer, and the seller's Missouri lawyer was preparing the transaction documents.

The opinion permits the State A lawyer to review those documents from State A under Rule 4-5.5(c)(5). The work is reasonably related to the lawyer's practice in the jurisdiction where the lawyer is admitted and authorized.

The lawyer must tell the client that the lawyer is not licensed in Missouri and that the client may seek advice from Missouri counsel. Rule 4-8.5(b)(2) also requires attention to State A's rules, so the lawyer must determine whether the home jurisdiction treats the conduct as unauthorized practice.

In practice

Under this opinion, the existing State A business-lawyer relationship and the location of the lawyer and client make remote document review reasonably related to the lawyer's authorized practice. The permission is coupled with disclosure of the licensing boundary and a separate check of home-state regulation.

Common questions

Q: May the State A lawyer review the Missouri purchase documents from State A?

A: Yes. The opinion permits the review under Rule 4-5.5(c)(5) as work reasonably related to the lawyer's authorized practice.

Q: Must the lawyer disclose the lack of a Missouri license?

A: Yes. The lawyer must also tell the client that Missouri counsel may be sought.

Q: Why do State A's rules matter?

A: The lawyer must determine whether the home state considers the conduct unauthorized practice, with Rule 4-8.5(b)(2) governing the choice-of-law issue.

Q: Does the opinion authorize the lawyer to practice generally in Missouri?

A: No. It addresses review from State A of documents for an existing State A client in the stated transaction.

Background and rules framework

Missouri Rule 4-5.5(c)(5) permits temporary or cross-border services reasonably related to a lawyer's authorized practice elsewhere. Rule 4-8.5(b)(2) addresses which jurisdiction's professional-conduct rules govern nontribunal conduct.

Citations and references

Rules of Professional Conduct:

• Missouri Rule 4-5.5(c)(5) (services reasonably related to authorized out-of-state practice)
• Missouri Rule 4-8.5(b)(2) (choice of law for other conduct)

Other opinions cited:

• Missouri Informal Opinions 970073 and 940177

See also

• Missouri Informal Op. 2024-13: Pro Hac Vice Choice of Law
• Vermont Ethics Op. 13-02: Cross-Border Federal Practice
• Alaska Ethics Op. 2010-1: Out-of-State Immigration Office

Source

• Landing page: Missouri Informal Opinion 2024-05

Original opinion text

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

Question: Lawyer is licensed in State A, and Lawyer represents Client in State A on a number of business matters. Client lives in State A. Client is purchasing a portion of a business located in Missouri with another buyer who is also located in Missouri. A Missouri lawyer for the seller of the business is preparing the purchase documents. May Lawyer in State A review the purchase documents from State A for Client?

Answer: Pursuant to Rule 4–5.5(c)(5), Lawyer is permitted to review the documents for Client in State A, as such conduct may be considered to be “reasonably related to the lawyer’s practice in a jurisdiction in which the lawyer is admitted and authorized to practice.” However, Lawyer must disclose to Client that Lawyer is not licensed in Missouri, and that Client may wish to seek legal counsel from a lawyer licensed in Missouri. See also Informal Opinions 970073 and 940177. Lawyer should consult the rules of State A to ensure that such conduct is not considered to be the unauthorized practice of law in State A. See also Rule 4–8.5(b)(2).