May an out-of-state attorney who is a vice president and full-time house counsel of a national bank in New Jersey use a legal title like 'Vice President and Counsel' on the bank's letterhead?

Plain-English summary

The inquiry asked whether an attorney admitted in a state other than New Jersey, who is a vice president and full-time employee of a national bank doing business in New Jersey, may use a title indicating he is an attorney doing internal legal work for the bank. Four options were proposed: "Vice President and Counsel," "Vice President and Resident Counsel," "Vice President, Legal Department," and the attorney's name followed by "Esquire."

The Committee accepted that designating house counsel on a corporation's letterhead does not by itself raise an advertising problem, but cautioned that such a designation could still be unethical if it is misleading or misrepresents a person's status. Drawing on Opinion 36, where a patent attorney admitted only in Washington, D.C. could be listed on a New Jersey firm's stationery if marked "Admitted in Washington, D.C. Only," the Committee read DR 2-102(C) to require that the letterhead make clear the jurisdictional limitations on the attorney's practice. It declined to decide whether the out-of-state attorney could lawfully act as the bank's house counsel on New Jersey matters, treating that unauthorized-practice question as outside its jurisdiction.

Assuming the attorney is acting lawfully, the Committee concluded there is nothing unethical in stating his position as house counsel on his stationery, provided the letterhead also sets out the jurisdictional limitations on his practice and indicates he is a full-time bank employee. The first three designations would meet those requirements if the letterhead also indicates, immediately after or under his name, that he is admitted only in a state other than New Jersey. The fourth designation, name plus "Esquire," should not be used, because it does not make clear that he is a full-time bank employee and might give the impression he is holding himself out as available to the general public.

Currency note

This opinion was issued in 1975, 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. The letterhead and jurisdictional-limitation concern then in DR 2-102(C) is now treated under RPC 7.5, and the unauthorized-practice question the Committee left open falls under RPC 5.5. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can an out-of-state lawyer who is a bank's house counsel show a legal title on the bank letterhead?

A: Under this opinion, yes, using titles like "Vice President and Counsel," provided the letterhead also shows he is admitted only in another state and is a full-time bank employee.

Q: Why was the name-plus-"Esquire" option rejected?

A: Because it does not show he is a full-time bank employee and might give the impression he is holding himself out as an attorney available to the general public.

Q: Did the Committee decide whether the out-of-state lawyer could practice as the bank's house counsel?

A: No. It treated whether he could advise the bank on New Jersey law and perform other legal functions as an unauthorized-practice question outside its jurisdiction and expressed no opinion on it.

Background and rules framework

The opinion applied DR 2-102(C), which required a multijurisdictional firm's letterhead listings to make clear the jurisdictional limitations on members and associates not admitted everywhere listed, and noted the open unauthorized-practice question. In current New Jersey terms, letterhead and firm-designation rules are in RPC 7.5 and unauthorized practice in RPC 5.5.

Citations and references

Rules of Professional Conduct:

• DR 2-102(C) (jurisdictional limitations on letterhead listings), as in effect 1975; now MR 7.5 / NJ RPC 7.5
• Unauthorized-practice question now under MR 5.5 / NJ RPC 5.5

Other opinions cited:

• NJ ACPE Opinion 36, 87 N.J.L.J. 190 (1964)
• Committee on the Unauthorized Practice of Law, Opinion 14, 98 N.J.L.J. 399

See also

• NJ ACPE Op. 307: A Foreign Attorney's Name in the Firm Name
• NJ ACPE Op. 442: Letterhead Stating Various Court Admissions
• NJ ACPE Op. 512: Letterhead, Interstate Partnership, Affiliated Firm
• NJ ACPE Op. 475: An Interstate Firm Name Used in a Local Office

Source

• Full text (Justia mirror): https://law.justia.com/cases/new-jersey/advisory-committee-on-professional-ethics/2004/acp305-1.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.

98 N.J.L.J. 462, May 22, 1975

OPINION 305

Foreign Attorney Legal Title on Bank's Letterhead

This inquiry presents the following question:

May an attorney admitted to the bar of a state other than New Jersey who is a Vice President and full-time employee of a national bank located and doing business in New Jersey use one of the following titles that would indicate that he is an attorney and doing legal work internally for the bank:

1. Vice President and Counsel
2. Vice President and Resident Counsel
3. Vice President, Legal Department
4. Attorney's name, followed by the word "Esquire"?

As the inquirer notes, Wise, Legal Ethics, 221 (2d ed. 1970), states that the letterhead of a corporation may designate its house counsel as general counsel and that this would not raise a question of advertising. Even, however, if such a designation is not unethical because of the proscriptions against advertising, it might still be unethical if it is misleading or misrepresents the status of any individual listed on the letterhead.

In Opinion 36, 87 N.J.L.J. 190 (1964), we held that a patent attorney, licensed in Washington, D.C., but not in New Jersey, could not form an association with a New Jersey law firm, because the proposed partnership would be in violation of the Disciplinary Rules. That opinion did, however, point out that if the patent attorney were to join the New Jersey law firm in his capacity as a member of the bar of another state, it might be proper for him to have his name included on the stationery of the New Jersey firm with the following quotation: "Admitted in Washington, D.C. Only." This would be in accordance with Disciplinary Rule 2-102(C), which reads:

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, make clear of 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 questions of whether an attorney admitted to the bar of a state other than New Jersey may act as house counsel for a national bank located and doing business in New Jersey, and whether such house counsel may advise the bank on New Jersey law, prepare legal documents for the bank, and perform other legal functions not involving an actual appearance in court, is not within the jurisdiction of the Committee, and we express no opinion thereon.

Assuming that such out-of-state house counsel is acting legally and is not in violation of the proscriptions against the unauthorized practice of law in this State (see Opinion 14 of the Committee on the Unauthorized Practice of Law, 98 N.J.L.J. 399 (a)), there is nothing unethical in setting forth his position as house counsel on his stationery. The policy behind Disciplinary Rule 2-102(C) dictates, however, that the letterhead also clearly set forth the jurisdictional limitations on his practice and indicate that he is a full-time bank employee.

The first three designations set forth above would conform to these requirements, provided the letterhead also indicates, immediately after or under his name, that he is admitted only in a state other than New Jersey. The fourth designation does not make it clear that the attorney is a full-time employee of the bank, and might, therefore, give the impression that he is holding himself out as an attorney available to the general public. This designation should not, therefore, be used.