Can a lawyer keep using the old partnership name after the partnership dissolves and the partners practice separately?

Plain-English summary

The opinion (rendered May 4, 1979, and amended April 6, 2013) addressed attorneys A and B who had practiced as the partnership "A and B." After an amicable dissolution, they agreed to keep cooperating only on matters pending at the date of dissolution, and each practiced separately in a different office. Despite B's objection, A continued to display the firm name "A and B" at his office, kept a bank account in that name, used stationery bearing the name, and answered the office phone as "A and B." The question was whether the partnership name could still be used.

The opinion applied MRPC 7.7(a) (a lawyer shall not use a firm name, letterhead, or other professional designation that violates Rule 7.1), MRPC 7.1 (no false, misleading, deceptive, or unfair communication about the lawyer or the lawyer's services), and MRPC 7.7(b) (no practice under a trade or fictitious name that is misleading as to the identity of the lawyers). It noted that MRPC 1.17, which addresses firm names after the sale of a law practice, did not apply to these facts.

The opinion concluded that permitting continued use of a partnership name when the former partners are separately engaged in the practice of law is misleading, so the name "A and B" should not continue to be used after the dissolution.

In practice

Under this opinion, once a Mississippi partnership dissolves and the former partners set up separate practices, one of them cannot keep holding out the old partnership name on signage, stationery, the bank account, or the phone greeting, because the opinion treats that as a misleading communication about who is practicing. The opinion holds that the sale-of-practice rule (MRPC 1.17) does not authorize the continued use on these facts.

Common questions

Q: Can a lawyer keep the old partnership name after the firm splits up?

A: No. The opinion concluded that continuing to use a former partnership name when the former partners practice separately is misleading under MRPC 7.7 and 7.1.

Q: Does it matter that the dissolution was amicable?

A: Per the opinion, the result turns on whether the continued use is misleading, not on how the partnership ended; here one partner objected and the partners practiced separately, so the name should not continue.

Q: Does the sale-of-practice rule allow keeping the name?

A: No. The opinion concluded that MRPC 1.17, which governs firm names after the sale of a law practice, did not apply to these facts.

Background and rules framework

The opinion interprets MRPC 7.7 (firm names and letterheads; trade or fictitious names), now corresponding to Model Rule 7.5, and MRPC 7.1 (false or misleading communications), corresponding to Model Rule 7.1. It also distinguishes MRPC 1.17 (sale of a law practice), corresponding to Model Rule 1.17.

Citations and references

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

• MRPC 7.7(a), 7.7(b) (firm names, letterheads, trade names) (cf. Model Rule 7.5)
• MRPC 7.1 (false or misleading communications) (cf. Model Rule 7.1)
• MRPC 1.17 (sale of a law practice; held inapplicable) (cf. Model Rule 1.17)

See also

• Hawaii Ethics Op. 42: Captive Law Firms
• Hawaii Ethics Op. 43: Use of the Title "Of Counsel"

Source

• Landing page: https://www.msbar.org/ethics-discipline/ethics-opinions/formal-opinions/48/
• Original PDF: https://www.msbar.org/media/1081/et_op_48-amended.pdf

Original opinion text

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

ETHICS OPINION NO. 48

OF THE MISSISSIPPI BAR

RENDERED May 04, 1979

AMENDED April 06, 2013

FIRM NAME - LETTERHEAD - Continued use of a partnership name subsequent to the dissolution of the partnership with the former partners continuing to practice law.

The Ethics Committee of The Mississippi Bar has been requested to render an opinion on the facts presented under the following hypothetical situation:

Attorneys A and B operated under the partnership name "A and B". There was an amicable dissolution of the partnership with the partners agreeing to continue to cooperate and work together on all matters pending with the partnership as of the day of the dissolution. Each partner, subsequent to the date of the dissolution, has continued the practice of law separately in different offices with only the matters pending at the time of the dissolution of the partnership continuing to be the responsibility of both the partners. However, subsequently despite attorney B's objections, attorney A continued to display the firm name "A and B" at his offices, continued to maintain a bank account in the name of "A and B", continued to use stationery with the firm name "A and B", and answered the telephone at his law office as "A and B". May the partnership name "A and B" continued to be used?

Rule 7.7(a) of the Mississippi Rules of Professional Conduct (MRPC) provides that "[a] lawyer shall not use a firm name, letterhead, or other professional designation that violates Rule 7.1" Rule 7.1, MRPC, provides that "[a] lawyer shall not make or permit to be made a false, misleading, deceptive or unfair communication about the lawyer or lawyer's services." Rule 7.7(b), MRPC, provides that "[a] lawyer shall not practice under a trade or fictitious name of a name that is misleading as to the identity of the lawyer or lawyers practicing under such name."

In addition, Rule 1.17, MRPC, provides for the use of firm names after the sale of a law practice and is, therefore, not applicable to the fact situation presented here.

To permit the continued use of a partnership name when in fact the members of the former partnership are separately engaged in the practice of law is misleading.

Therefore, it is the opinion of the Ethics Committee that the partnership name "A and B" under the circumstances set forth in the above hypothetical should not continue to be used subsequent to the date of dissolution of the partnership.