After buying a retired lawyer's practice, can a firm note 'former office of [retired lawyer]' and that lawyer's dates of practice on the letterhead of the acquired office?

Plain-English summary

A firm with two offices bought the practice of a lawyer who retired and then shortly died, and plans to keep that practice open as its third office. It asked whether it may state "former office of [retired lawyer]" or list the retired lawyer's dates of practice on that office's letterhead.

The opinion answers yes. It applies Rule 7.5(a), which after the June 24, 2020 amendment is a single sentence allowing letterheads and similar professional notices so long as they do not violate the Rules or any statute or court rule, read together with Rule 7.1(a), which bars advertisements that are false, deceptive, or misleading or that violate a rule. The committee finds nothing false, deceptive, or misleading in noting "Former Office of [Retired Lawyer]" or the retired lawyer's dates of practice on the acquired office's letterhead.

The committee adds that purchasing a practice from a retiring lawyer includes purchasing that lawyer's goodwill, citing N.Y. State 1168 (2019) on the centrality of a firm's name to its goodwill and N.Y. State 45 (1967). Calling attention on the letterhead to the fact that the firm acquired the former office allows the firm to benefit from the goodwill it bought, consistent with Rule 7.5(a).

In practice

Under this opinion, a New York firm that buys a retired lawyer's practice may identify the acquired location on its letterhead as the former office of that lawyer, and may list the lawyer's dates of practice, because such a notation is not false, deceptive, or misleading under Rules 7.1(a) and 7.5(a). The opinion holds that this notation properly lets the purchasing firm benefit from the goodwill it acquired. Per the opinion, the governing limit is the general bar on false, deceptive, or misleading communications, so the notation must accurately reflect the facts.

Common questions

Q: Can a firm say "former office of" a retired lawyer it bought out?

A: Yes. Per the opinion, that notation on the acquired office's letterhead is not false, deceptive, or misleading and complies with Rules 7.1(a) and 7.5(a).

Q: Can the letterhead include the retired lawyer's dates of practice?

A: Yes. The opinion concludes listing the dates of practice of the retired (now deceased) lawyer is permissible for the same reason.

Q: Why is this allowed?

A: Per the opinion, buying a practice includes buying the seller's goodwill, and noting the acquisition on the letterhead lets the firm benefit from that goodwill, consistent with Rule 7.5(a) (citing N.Y. State 1168).

Background and rules framework

The opinion interprets New York Rule 7.5(a) (professional notices and letterhead, as amended effective June 24, 2020) and Rule 7.1(a) (false, deceptive, or misleading advertising). These correspond to ABA Model Rules 7.5 and 7.1.

Citations and references

Rules of Professional Conduct:

• New York Rules of Professional Conduct 7.5(a) (as amended June 24, 2020) and Cmt. [1]; 7.1(a)
• ABA Model Rules 7.5, 7.1 (analogues)

Other opinions cited:

• N.Y. State 1168 (2019): a firm's name and goodwill on acquisition
• N.Y. State 45 (1967): goodwill attached to a firm name

See also

• NY State Bar Op. 1230: Deceased Attorney's Name on Firm Letterhead
• NY State Bar Op. 1207: Law Firm Trade Names After the 2020 Rule 7.5(b) Amendment
• NY State Bar Op. 1217: Keeping a Departed Partner's Name
• NY State Bar Op. 1235: A Law Firm Operating Under Multiple Assumed Names

Source

• Landing page: https://nysba.org/ethics-opinion-1204/