Could Nebraska lawyers use a partnership-style firm name if they added the words 'Not a Partnership'?

Plain-English summary

An announcement used "The Law Firm of" followed by two lawyers' names and then the parenthetical "Not a Partnership." The lawyers were described as associated in general practice.

Former DR 2-102(C) prohibited a lawyer from claiming a partnership with other lawyers unless they were partners in fact. Earlier Nebraska Opinion 73-11 applied that prohibition to office-sharing lawyers using a joint partnership name on signs, letterhead, directory entries, telephone responses, or elsewhere.

The committee found that the phrase "Law Firm" with joined surnames conveyed a partnership and therefore implied shared liability and responsibility. The parenthetical disclaimer did not remove that representation.

The committee also noted that the disclaimer could not practically accompany every use of the name, including telephone answers, pleadings, letterhead, and directories. The lawyers' Martindale-Hubbell entry omitted it and described them as firm members.

Currency note

This opinion was issued in 1980, before Nebraska's adoption of the 2005 Rules of Professional Conduct. Subsequent firm-name, partnership, advertising, and misleading-communication rules or later opinions may have changed the analysis. Treat this page as historical context, not current guidance.

Common questions

Q: Did the words "Not a Partnership" cure the firm name?

A: No. The committee treated DR 2-102(C) as a flat prohibition on claiming a partnership that did not exist.

Q: Why was the partnership-style name misleading?

A: It implied that the lawyers shared liability and responsibility when they did not.

Q: Did the rule apply only to formal announcements?

A: No. The opinion discussed firm-name use on doors, letterhead, pleadings, telephone and directory listings, and telephone answers.

Background and rules framework

The former rule tied public use of a partnership-style name to the lawyers' actual legal relationship. Nebraska Opinion 73-11 had already applied that principle to private practitioners who shared expenses but were not partners.

Citations and references

Former Nebraska Code of Professional Responsibility:

• DR 2-102(C)

Other opinions cited:

• Nebraska Ethics Advisory Opinion 73-11

See also

• Louisiana Public Op. 07-RPCC-012: Law-practice trade names
• Minnesota Opinion 20: Use of "Associates" in a firm name
• Virginia Ethics Op. 1813: Affiliated firms and advertising

Source

• Landing page: Nebraska lawyer ethics opinions archive
• Original PDF: Nebraska Ethics Advisory Opinion 80-10

Original opinion text

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

Nebraska Ethics Advisory Opinion for Lawyers No. 80-10

THE IMPROPRIETY OF TWO OR MORE LAWYERS HOLDING THEMSELVES OUT AS A PARTNERSHIP WHEN THEY ARE NOT IN FACT PARTNERS, IS NOT REMOVED BY INSERTION UNDER THE FIRM NAME OF THE WORDS: (NOT A PARTNERSHIP).

FACTS

The inquiring attorney states that he received an announcement from out-of-state attorneys of the formation of "The Law Firm of ___ and ___ (Not a Partnership)". The individual lawyers were then named as being associated with the firm in the general practice of law. The Advisory Committee is asked whether or not such an announcement would be proper in Nebraska.

DISCUSSION
This Committee held in Opinion No. 73-11 that:

"It is improper for two or more private practitioners who share office expenses but are not in fact partners to hold themselves out as a partnership. This precludes them from adopting a partnership name, such as 'Smith, Jones & Brown' and from using such name on the door of the law office, on letterheads, in the yellow pages of the telephone directory, in answering the telephone, or in any other manner."

Both then and now DR 2-102(C) provides:

"A lawyer shall not hold himself out as having a partnership with one or more other lawyers unless they are in fact partners."

The reasoning behind the prohibition is that use of the partnership name, such as "Smith and Jones", implies a sharing of liability and responsibility and it is misleading and a misrepresentation to the public if in fact such joint and several liability does not exist.

CONCLUSION

Does the fact that the announcement carries the disclaimer "Not a Partnership" eliminate the impropriety?

We do not feel that it does. For one thing, the Disciplinary Rule above quoted is a flat prohibition against a lawyer holding himself out as a partner with another lawyer when he in fact isn't, and there is no question but that the title "Smith and Jones", especially when preceded by the words, "Law Firm", indicates a partnership relation and is a holding out of themselves by the lawyers as having a partnership. DR 2-102(C) could easily have been made conditional and provided for the use of a disclaimer had that been the intention.

A second practical reason leads to the same conclusion. It would be virtually impossible to have the disclaimer effectively set forth each time the firm name was used--as, for example, in answering the telephone. It would have to appear everywhere the name is mentioned--on court pleadings, letterhead, telephone listings, directory listings, etc. In such connection, a check of the 1980 listing of this firm in Martindale- Hubbell does not include any disclaimer; on the contrary, the biographical section lists ___ and ___ as "Members of the Firm".

Nebraska Ethics Advisory Opinion for Lawyers No. 80-10