Can a New Jersey lawyer form an interstate partnership and use the out-of-state firm's name on the New Jersey letterhead?

Plain-English summary

A New Jersey sole practitioner proposed a partnership for the practice of law in New Jersey consisting of himself, several Pennsylvania attorneys (partners in a Pennsylvania firm but not admitted in New Jersey), and one attorney admitted in both states. The proposed firm name would use the last names of the inquiring attorney and the dual-admitted attorney. The Pennsylvania members would continue practicing in Pennsylvania under their existing name, an agreement of association would link the two firms, and the New Jersey letterhead would indicate its association with the Pennsylvania firm.

The Committee explained that forming partnerships between attorneys authorized to practice in different jurisdictions is not unethical; where one may practice is a matter of law, not ethics. The objectionable feature is a false or misleading name. A New Jersey firm is presumed to consist of lawyers admitted in New Jersey, and no firm name may induce a belief that all members are New Jersey-admitted if that is not so. Applying DR 2-102(C), the Committee noted that an interstate partnership's letterhead and listings must make clear the jurisdictional limitations on members not licensed in all listed jurisdictions, and that a firm name may not be used in New Jersey unless all those named are or were New Jersey bar members; it emphasized that New Jersey's rule deliberately differs from the ABA version permitting the same firm name in each jurisdiction. The Committee concluded that the use of the Pennsylvania firm name on the letterhead, even with the qualification, is improper; the proper course is to enumerate the members and associates with jurisdictional limits noted, and to use in New Jersey a firm name including only New Jersey bar members. It added that, under R. 1:21-1, unless the dual-admitted attorney is domiciled in New Jersey he must maintain his principal office for the practice of law in New Jersey, and held that unless these conditions are met the proposed partnership or association, and the proposed use of the Pennsylvania name on the letterhead, are improper.

Currency note

This opinion was issued in 1971, before New Jersey's adoption of the 2004 revisions to the Rules of Professional Conduct, and predates the 1984 replacement of the Disciplinary Rules by the RPCs. Firm-name and multijurisdictional-practice rules of this kind are now governed by RPC 7.5 and 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: Are interstate law partnerships allowed in New Jersey?

A: Yes. The Committee said forming partnerships across jurisdictions is not unethical; the concern is only a misleading firm name.

Q: Can the New Jersey letterhead carry the out-of-state firm's name?

A: No. The Committee held the Pennsylvania firm name on the letterhead, even with a qualifying note, is improper; the New Jersey name may include only New Jersey bar members.

Q: What must the letterhead disclose about out-of-state lawyers?

A: Under DR 2-102(C), it must make clear the jurisdictional limitations on members and associates not licensed to practice in all listed jurisdictions.

Background and rules framework

The opinion applied DR 2-102(C) on interstate-partnership listings and the misleading-name principle, and noted the office-location rule (R. 1:21-1). In current New Jersey terms the analysis falls under RPC 7.5 and RPC 5.5.

Citations and references

Rules of Professional Conduct:

• Canon 33 (former) and DR 2-102(C), as in effect 1971; now MR 7.5 / 5.5 and NJ RPC 7.5 / 5.5

Court rules:

• R. 1:21-1 (principal office in New Jersey)

Other opinions cited:

• NJ ACPE Opinions 152, 92 N.J.L.J. 333 (1969); 36, 87 N.J.L.J. 190 (1964)
• ABA Opinions 316 (1967), 277 (1948); N.Y. County Opinions 457 (1957), 507 (1962); Illinois State Bar Opinion 250 (1965)

See also

• NJ ACPE Op. 224: Naming a Firm After One Partner
• NJ ACPE Op. 307: A Foreign Attorney in the Firm Name and Management

Source

• Full text (Justia mirror): https://law.justia.com/cases/new-jersey/advisory-committee-on-professional-ethics/2004/acp223-1.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.

94 N.J.L.J. 1197, December 23, 1971

OPINION 223

Interstate Partnerships

An attorney makes the following inquiry:

He is a New Jersey attorney and at present a sole practitioner in this state. It is proposed that a partnership be formed for the practice of law in New Jersey, consisting of the inquiring attorney, various Pennsylvania attorneys who are partners in a Pennsylvania law firm but who are not admitted to practice in New Jersey, and an additional attorney who is associated with the same Pennsylvania law firm and who is admitted to practice in both New Jersey and Pennsylvania. The name of the proposed partnership would be composed of the last names of the inquiring attorney and the attorney admitted to practice in both New Jersey and Pennsylvania.

The members of the firm admitted to practice in Pennsylvania would continue to practice law in that state under their present name. Neither of the lawyers admitted to practice in New Jersey would be partners in that firm. An agreement of association would exist between the New Jersey firm and the Pennsylvania firm. The letterhead of the New Jersey firm would indicate its association with the Pennsylvania firm, in the manner set forth in an exhibit attached to the petition which with identities changed is as follows:

The attorney asks two questions:

Question 1. Do the Canons of Professional Ethics, Canon 33 and the Rules of the New Jersey Supreme Court permit the formation of the above-described firm and the use by that firm of the proposed firm name?

Question 2. If so, is it permissible under Canon 33 for the firm to indicate only those members of the firm admitted to practice in New Jersey and its association with the above-described Pennsylvania firm or in the manner set forth in the exhibit?

Canons of Professional Ethics, Canon 33, formerly in effect in New Jersey, provided:

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 amenable to professional discipline. In the selection and use of a firm name, no false, misleading, assumed or trade name should be used....

The ethical considerations involved in such interstate partnerships were set forth in our Opinion 152, 92 N.J.L.J. 333 (1969), and are reviewed here.

The formation of partnerships between attorneys authorized to practice in different jurisdictions is not unethical. A.B.A. 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 are admitted to practice in the State of New Jersey, if such is not the case.

In our 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 notation "Admitted in Washington, D.C. only."

In N.Y. County Lawyers Ass'n., 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 Ass'n., 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. Committee on Professional Ethics and Grievances, Opinion 277 (1948).

Disciplinary Rule 2-102(C), adopted July 7, 1971 by the New Jersey Supreme Court, effective September 13, 1971, now provides:

(C) 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; provided, however, a firm name may not be used in New Jersey unless all those named are or were members of the bar in New Jersey.

The Code of Professional Responsibility adopted by the American Bar Association's Committee on Evaluation of Ethical Standards differed from the rule adopted by our Court in that it provided that "the same firm name may be used in each jurisdiction." The New Jersey Supreme Court's change in the rule must be regarded as of significance.

The use of the Pennsylvania firm name on the letterhead, even with the qualification noted, is improper, the proper procedure being the enumeration of the members and associates of the interstate firm with the appropriate jurisdictional limits noted and the use in New Jersey of a firm name including only those who are or were members of the bar in New Jersey.

We also note that the inquiry fails to state whether the attorney licensed in both New Jersey and Pennsylvania is domiciled in New Jersey. Unless that attorney is actually domiciled in New Jersey, he must maintain his principal office for the practice of law here. R. 1:21-1.

Accordingly, we hold that unless these conditions are met the proposed partnership or association is improper. In addition, the proposed use of the Pennsylvania partnership name on the letterhead would be improper.