Can a law firm partner also maintain a separate solo practice using his own letterhead at the firm's address?

Plain-English summary

The committee was asked whether a member of a law firm may individually represent particular clients on his own stationery, listing the same address as the partnership. It started from the principle that a lawyer may practice under his own name or in a partnership but must avoid any name that could mislead lay people (EC 2-11, EC 2-13, DR 2-102(B) and (C)).

The committee concluded that, assuming a valid reason for the dual practice (for example, the lawyer is not using the individual practice to accomplish something the partnership forbids him), individual representation of clients at the partnership's offices was not improper, so long as the clients understood that the lawyer, and not the partnership, represented them. The lawyer was also obligated to take whatever affirmative steps were necessary to prevent confusion about whether the representation was individual or by the firm (citing N.Y. City 868 (1965)).

The committee emphasized one limit. Under DR 5-105(D), if a lawyer must decline or withdraw from employment under DR 5-105, no partner or associate may take or continue it. The lawyer therefore could not, in his individual capacity, represent a client whose interests were adverse to a client of the partnership or of any partner or associate; doing so would violate DR 5-105(D) and would also offend Canon 9's command to avoid even the appearance of professional impropriety (citing N.Y. State 231 (1972)).

Currency note

This opinion was issued in 1975, before New York replaced the Code of Professional Responsibility with the Rules of Professional Conduct in 2009; firm-name and letterhead questions are now governed by Rule 7.5, concurrent conflicts by Rule 1.7, and imputation by Rule 1.10. 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 Treat this page as historical context, not current guidance.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 a partner in a firm also keep a separate individual practice?

A: Under this opinion, yes, provided there is a valid reason for the dual practice and the lawyer is not using the solo work to do something his partnership role forbids.

Q: Does it matter whether clients know who represents them?

A: Yes. The committee required that clients understand the lawyer, not the partnership, represents them, and that the lawyer take affirmative steps to prevent confusion.

Q: Can he individually take a client adverse to a firm client?

A: No. Per the opinion, DR 5-105(D) imputes the firm's disqualifications to him, so he may not individually represent a client whose interests are adverse to a partnership client.

Background and rules framework

The opinion applied the then-current Code's name and letterhead provisions (EC 2-11, EC 2-13, DR 2-102(B) and (C)) together with the conflict and imputation rules (DR 5-105 and DR 5-105(D)) and Canon 9's appearance-of-impropriety standard. The current New York analogues are Rule 7.5 (firm names and letterheads), Rule 1.7 (concurrent conflicts), and Rule 1.10 (imputation of conflicts within a firm).

Citations and references

Rules of Professional Conduct:

• MR 1.7 (conflict of interest; current clients)
• MR 1.10 (imputation of conflicts of interest)
• MR 7.5 (firm names and letterheads)
• NY Canon 9; EC 2-11, 2-13; DR 2-102(B), (C); DR 5-105, 5-105(D)

Other opinions cited:

• N.Y. City 868 (1965): individual practice alongside a partnership
• N.Y. State 231 (1972): avoiding the appearance of impropriety in firm representation

See also

• NY State Bar Op. 392: State estate-tax attorney in Surrogate's Court
• NY State Bar Op. 403: Telephone-directory listing content
• NY State Bar Op. 401: Firm-prepared client newsletter attribution

Source

• Landing page: https://nysba.org/opinion-388/