Can three separate Mississippi law firms share a single combined letterhead and split fees from work it generates?

Plain-English summary

The Committee addressed a hypothetical in which three law firms (A & B, C & D, and E & F), located in three separate towns, agreed to use a letterhead showing a combined firm name of "A, C, & E" at the top, with the three separate firms listed individually with their addresses at the bottom. The firms did not share losses, no firm controlled any lawyer in the others, and they planned to share fees from work generated by the letterhead. The question was whether this complied with the Mississippi Rules of Professional Conduct.

The opinion explained that Rule 7.7 bars a lawyer from using a firm name, letterhead, or professional designation that violates Rule 7.1, and that a communication is false, deceptive, or misleading if it contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement as a whole not materially misleading.

The opinion noted the question had not previously been addressed in Mississippi, but that ABA Informal Opinion 1404 (1978) concluded separate firms are not permitted to carry the names of more than one firm on a letterhead, reasoning that the rule avoids a possibly misleading impression where the partners in each firm are not all the same and do not share responsibility. The opinion adopted that reasoning and concluded that, to avoid possible misleading in violation of Rule 7.1, the letterhead should carry the name of only one firm unless the firms are "Of Counsel" to each other, citing Opinion No. 180.

In practice

Under this opinion, separate Mississippi firms that do not share responsibility may not present a combined firm name on a shared letterhead; the letterhead should carry the name of only one firm unless the firms stand in an "Of Counsel" relationship (Rules 7.7 and 7.1). The opinion holds that fee-sharing arrangements among separate firms do not cure the misleading impression a combined name creates.

Common questions

Q: Can three separate firms put a combined name like "A, C, & E" on one letterhead?

A: The opinion concluded no, unless the firms are "Of Counsel" to each other. A combined name for separate firms that do not share responsibility is misleading under Rule 7.1.

Q: Does listing each firm's address at the bottom fix the problem?

A: Per the opinion, the combined top-line firm name still gives a possibly misleading impression where the partners are not all the same and do not share responsibility, so the arrangement remained improper.

Q: When can more than one firm name appear?

A: The opinion concluded the letterhead may carry more than one firm name where the firms are "Of Counsel" to each other, citing Opinion No. 180.

Background and rules framework

The opinion interprets Mississippi Rules of Professional Conduct 7.7 (firm names and professional designations) and 7.1 (false, deceptive, or misleading communications), which correspond to Model Rules 7.5 and 7.1. It relies on ABA Informal Opinion 1404 (1978) and Mississippi Bar Opinion No. 180.

Citations and references

Rules of Professional Conduct (Mississippi; cf. Model Rules):

• MRPC 7.7 (firm names and professional designations) (cf. Model Rule 7.5)
• MRPC 7.1 (false, deceptive, or misleading communications) (cf. Model Rule 7.1)

Other opinions cited:

• ABA Informal Opinion 1404 (1978): separate firms may not carry more than one firm name on a letterhead.
• Mississippi Bar Opinion No. 180: firms "Of Counsel" to each other.

See also

• MS Bar Ethics Op. 180: Firms 'Of Counsel' to Each Other
• MS Bar Ethics Op. 198: 'Of Counsel' on Letterhead
• MS Bar Ethics Op. 48: Old Firm Name After Split

Source

• Landing page: https://www.msbar.org/ethics-discipline/ethics-opinions/formal-opinions/181/
• Original PDF: https://www.msbar.org/media/1053/et_op_181-amended.pdf

Original opinion text

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

ETHICS OPINION NO. 181

OF THE MISSISSIPPI BAR

RENDERED March 09, 1991

AMENDED April 06, 2013

FIRM NAME - LETTERHEAD - It is not ethically proper for a law firm to carry the name of more than one firm on its letterhead, unless the firms are "Of Counsel" to each other.

The Ethic Committee of The Mississippi Bar has been requested to render an opinion on the following hypothetical question:

Three law firms, called A & B, C & D, and E & F have agreed to use a letterhead which would indicate a firm name of A, C, & E at the top of the letterhead with the three separate firms, which are located in three separate towns, being listed individually with their addresses at the bottom of the letterhead. The three firms do not share losses among themselves, also, no firm has a control over any lawyer in either of the other two firms. The three firms plan to share fees from work done as a result of use of the letterhead. Does this situation comply with the Mississippi Rules of Professional Conduct?

The question presented is controlled by Rule 7.7 of the Mississippi Rules of Professional Conduct which provides that a lawyer shall not use a firm name, letterhead, or professional designation that violates Rule 7.1. Rule 7.1 states that a lawyer shall not make a false, deceptive or misleading communication about the lawyer or the lawyer's services. A communication is false, deceptive or misleading if it: (a) contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement considered as a whole not materially misleading.

Although, this question has not been addressed by the Ethics Committee of The Mississippi Bar, American Bar Association Informal Opinion 1404 (1978) concluded that separate firms were not permitted to carry the names of more than one firm on letterhead. The ABA Opinion concluded "The rule avoids giving a possibly misleading impression where the partners in each law firm are not all the same and do not share responsibility." The Committee feels that the reasoning of the ABA Opinion applies in the hypothetical presented herein and that to avoid possible misleading which is in violation of Rule 7.1, the letterhead should only carry the name of one firm, unless the firms are "Of Counsel" to each other. See Mississippi Bar Ethics Opinion Number 180.