Can a New Jersey firm or lawyer form a partnership with a lawyer admitted only in another state, and how must the letterhead show it?

Plain-English summary

A New Jersey partnership (P) that did substantial work before federal agencies outside New Jersey asked whether it could let a lawyer (L), admitted only in another state and maintaining no office there, join it as partner or associate, shown as such on the letterhead, so long as L refrained from activities constituting the practice of law in New Jersey and the letterhead clearly showed L's out-of-state-only admission. A second question asked whether the answer changed if an individual New Jersey attorney were substituted for the partnership.

The Committee applied Canon 33, which states that partnerships among lawyers are common and not to be condemned, but that where partners are not all admitted in the state, care must be taken to avoid any misleading name or representation about the professional position of the member not locally admitted. It concluded that the formation of partnerships between attorneys authorized to practice in different jurisdictions is not unethical (citing ABA Opinion 316), and that where an individual may practice is a question of law, not ethics. The objectionable feature of such an interstate partnership lies in the use of a false or misleading name.

Quoting Drinker's "immutable rule," the Committee stated that the partnership name may not include the name of one not locally admitted, despite explanatory statements on the letterhead, because the name, used where no explanation accompanies it, would imply that all named partners are locally admitted. A New Jersey firm is presumed to consist of New Jersey-admitted lawyers, and no firm name may be chosen that tends to induce a belief that all members are admitted in New Jersey when they are not. The Committee recalled its Opinion 36 (a partnership name with a non-NJ patent attorney's name and the designation "Patent Attorney" was improper, though listing his name with "Admitted in Washington, D.C. Only" was proper), and cited supporting New York, Illinois, and ABA opinions, along with the draft Disciplinary Rule allowing the same firm name in each jurisdiction provided the listings make clear the jurisdictional limitations of members not licensed everywhere.

Currency note

This opinion was issued in May 1969, before New Jersey's September 13, 1971 adoption of the Disciplinary Rules (Code of Professional Responsibility), so the Committee was applying the Canons of Professional Ethics (Canon 33) and contemporaneous authorities, including a then-draft Disciplinary Rule. It also predates the 1984 Rules of Professional Conduct and all later revisions; modern rules treat the same firm name across jurisdictions more permissively, so long as jurisdictional limitations are stated. Firm names and letterheads are now governed by RPC 7.5 and multijurisdictional practice by RPC 5.5. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule or requirement mentioned here.

Common questions

Q: Is it unethical for a New Jersey firm to partner with a lawyer admitted only elsewhere?

A: No. The Committee held that an interstate partnership is not unethical; the constraint is on the firm name and letterhead, not the partnership itself.

Q: Can the out-of-state lawyer's name appear in the firm name?

A: No. The Committee held the firm name may not include the name of a lawyer not admitted in New Jersey, even with an explanatory note, because the name standing alone would imply all named partners are admitted in New Jersey.

Q: How should the out-of-state lawyer be shown?

A: The Committee, following its Opinion 36, indicated his name could appear on the letterhead with a clear jurisdictional notation (for example, "Admitted in Washington, D.C. Only").

Background and rules framework

The opinion applied Canon 33 of the Canons of Professional Ethics, treating interstate partnerships as permissible but policing firm names and letterheads against any implication that a non-NJ-admitted lawyer is admitted in New Jersey, drawing on ABA Opinion 316, Drinker, and Opinion 36. In current New Jersey terms, firm names and letterheads are governed by RPC 7.5 and multijurisdictional practice by RPC 5.5.

Citations and references

Other authorities:

• Canons of Professional Ethics, Canon 33 (partnerships and firm names)
• Drinker, Legal Ethics 205 (1961)
• ABA Committee on Professional Ethics, Opinion 316 (1967); Opinion 277 (1948)
• N.Y. County Lawyers Assn., Opinions 457 (1957) and 507 (1962)
• Illinois State Bar Association, Professional Ethics Opinion 250 (1965)
• NJ ACPE Opinion 36, 87 N.J.L.J. 190 (1964)

See also

• NJ ACPE Op. 223: Interstate Partnerships and Firm Names
• NJ ACPE Op. 512: Letterhead of an Interstate Partnership and Affiliated Firm
• NJ ACPE Op. 637: Division of Fees in a Partnership With Out-of-State Attorneys

Source

• Full text (Justia mirror): https://law.justia.com/cases/new-jersey/advisory-committee-on-professional-ethics/2004/acp152-1.html
• Issuing authority: New Jersey Supreme Court Advisory Committee on Professional Ethics, via the NJ Courts Supreme Court Committees page

Original opinion text

Reproduced from a full-text mirror of the official opinion for research purposes. The linked official source controls.

92 N.J.L.J. 333, May 22, 1969

OPINION 152

Partnership with Foreign Attorneys

An attorney inquires as follows:

1. P is a partnership of New Jersey attorneys maintaining an office only in New Jersey; a substantial part of P's practice is before federal agencies outside New Jersey. L is a lawyer practicing before the same agencies; L is admitted only in another state, but proposes to maintain no office there. May partnership P properly permit lawyer L, in his capacity as a member of the bar of another state, to join with it either as a partner or as an associate, in either case shown as such on P's letterhead, within the limitations that L himself refrain from activities constituting the practice of law in New Jersey, and that P's letterhead clearly show L's admission only outside New Jersey but no other data peculiar to L?

2. If A, an individual practicing New Jersey attorney, be substituted for partnership P in Question 1, does the answer remain the same?

Canons of Professional Ethics, Canon 33 provides:

Partnerships among lawyers for the practice of their profession are very common and are not to be condemned. In the formation of partnerships and use of partnership names, care should be taken not to violate any law, custom or rule of court locally applicable. Where partnerships are formed between lawyers who are not all admitted to practice in the courts of the state, care should be taken to avoid any misleading name or representation which would create a false impression as to the professional position or privileges of the member not locally admitted. In the formation of partnerships for the practice of law, no person should be admitted or held out as a practitioner or member who is not a member of the legal profession duly authorized to practice, and amendable to professional discipline. In the selection and use of a firm name, no false, misleading, assumed or trade name should be used.

The formation of partnerships between attorneys authorized to practice in different jurisdictions is not unethical. American Bar Association, Committee on Professional Ethics, Opinion 316 (1967). It is a matter of law, not of ethics, as to where an individual may practice law. The objectionable feature of such an interstate partnership is in the use of a false or misleading name. Drinker, Legal Ethics, 205 (1961), states this as an immutable rule:

The partnership name may not include that of one not locally admitted, despite explanatory statements on the letterhead, shingle, etc. since the name, used where no such explanation accompanied it, would imply that all the named partners were locally admitted.

A New Jersey firm is presumed, for all purposes, to consist of lawyers who have been admitted to practice in the State of New Jersey. No firm name may be chosen which would tend to induce a belief that all members of the firm were admitted to practice in the State of New Jersey, if such is not the case. In this Committee's Opinion 36, 87 N.J.L.J. 190 (1964), we held that a firm of New Jersey attorneys could not form an association restricted exclusively to the practice of patent law with an attorney who was admitted to the practice of law in the District of Columbia but not in New Jersey. We held that the proposed formation of a partnership and the inclusion of the attorney's name followed by the designation "Patent Attorney" was improper. We did say, however, it would be proper to have his name on the stationery with the quotation "Admitted in Washington, D.C. Only."

In N.Y. County Lawyers Assn., Committee on Professional Ethics, Opinion 457 (1957), a partnership between New York lawyers and lawyers of another state was held to be proper provided that the firm name did not contain the name of the foreign attorneys and the list of partners clearly indicated that they were not members of the New York bar. See also N.Y. County Lawyers Assn., Committee on Professional Ethics, Opinion 507 (1962), to the same effect.

In Illinois State Bar Association, Professional Ethics Opinion 250 (1965), it was held that a partnership of four attorneys in a neighboring state could not employ an Illinois attorney and open a branch office in a border city in Illinois using its firm name on a professional sign and on its letterhead. See also A.B.A. Comm. on Professional Ethics and Grievances, Opinion 277 (1948).

The preliminary draft of the Code of Professional Responsibility of the American Bar Association's Special Committee on Evaluation of Ethical Standards proposes as follows:

Disciplinary Rule 2-104:

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

(D) A partnership shall not be formed or continued between or among lawyers licensed in different jurisdictions unless all enumerations of the members and associates of the firm on its letterhead and in other permissible listings make clear the jurisdictional limitations on those members and associates of the firm not licensed to practice in all listed jurisdictions; however, the same firm name may be used in each jurisdiction.