Can lawyers who share office space and some expenses but no longer share fee income keep using a combined firm name like 'Smith, Jones & Blank'?
Ohio BPC Opinion 88-019: Firm Name Implying a Partnership That No Longer Exists
Short answer: The Board concluded that under former DR 2-102(C) a lawyer may not hold himself out as having a partnership with other lawyers unless they are in fact partners, so lawyers who only share office space or some expenses should not keep using a combined firm name that suggests a partnership.
Disclaimer: This is an advisory ethics opinion. Advisory opinions are not binding; they interpret the Ohio Board of Professional Conduct's rules of professional conduct and are persuasive authority. This summary is for research purposes only and is not legal advice. Verify current rules before acting on any specific guidance.
About this page: The plain-English summary and Q&A below were written by Ezel based on the official opinion. The opinion text is reproduced at the bottom; the official source (linked) controls.
Currency note
This opinion was issued in 1988 under the former Ohio Code of Professional Responsibility, which was superseded by the Ohio Rules of Professional Conduct effective February 1, 2007. Treat this page as historical context, not current guidance. Verify against the current Ohio Rules of Professional Conduct (including Ohio Prof. Cond. R. 7.5 on firm names) before relying on any specific rule mentioned here.
Plain-English summary
A law firm asked whether it could continue using a firm name like "Smith, Jones & Blank" after the lawyers stopped sharing case income under a partnership agreement, while still sharing some operating expenses, with each attorney now paying for personal supplies, long distance, and a personal secretary.
The Board applied former DR 2-102(C), under which a lawyer may not hold himself out as having a partnership with another lawyer unless they are in fact partners. It noted that the ABA Model Rules (not adopted in Ohio) had a substantially identical provision in Rule 7.5(d), and that annotations explained lawyers who merely share office facilities may not denominate themselves as, for example, "Smith and Jones," because that title suggests a partnership. The Board pointed to EC 2-12 and to the purpose of ensuring the public is not misled about the relationship among lawyers (ABA Formal Op. 330 (1972)). It concluded that if the lawyers are not in fact engaged in a partnership, continuing to use a firm name like the one described might mislead the public into believing a partnership exists. The Board expressly noted it was not addressing situations involving deceased partners or legal professional associations.
Common questions
Q: Can lawyers keep a combined firm name after dissolving the partnership?
A: Not if it suggests a partnership that no longer exists. The Board concluded that under former DR 2-102(C), lawyers may not hold themselves out as partners unless they are in fact partners, and that continuing such a name might mislead the public.
Q: Does sharing offices or expenses make lawyers a partnership for naming purposes?
A: No. The Board, citing EC 2-12 and ABA authority, indicated that lawyers who merely share office facilities or some expenses are not partners and should not use a name that implies they are.
Background and rules framework
The opinion applies former DR 2-102(C) (holding out as a partnership) and EC 2-12 of the Ohio Code of Professional Responsibility, and compares the analogous ABA Model Rule 7.5(d). The current parallel on firm names is Ohio Prof. Cond. R. 7.5 and Model Rule 7.5.
Citations and references
Rules of Professional Conduct:
- Former DR 2-102(C), Ohio Code of Professional Responsibility
- Former EC 2-12, Ohio Code of Professional Responsibility
- ABA Model Rules of Professional Conduct, Rule 7.5(d) (compared; not adopted in Ohio at the time)
Other opinions cited:
- ABA Comm. on Ethics and Professional Responsibility, Formal Op. 330 (1972): stating the lawyer relationship clearly so the public is not misled
- ABA Comm. on Ethics and Professional Responsibility, Informal Op. 1265 (1973): holding out as a partner when only sharing offices
See also
- Ohio BPC Opinion 1988-016: Non-Shareholder Associate's Name in a Legal Professional Corporation
- Ohio BPC Opinion 1988-023: "Of Counsel" Designation and Dual-Profession Practice
- Ohio BPC Opinion 1988-018: Legal Research Service for Lawyers Under a Trade Name
Source
- Landing page: https://ohioadvop.org/advisory-opinion-index/
- Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/03/Op-88-019.pdf
Original opinion text
Reproduced from the official source for research purposes. The linked source is authoritative.
The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
41 SOUTH HIGH STREET-SUITE 3370, COLUMBUS, OH 43215-6105
(614) 644-5800 FAX: (614) 644-5804
OFFICE OF SECRETARY
Opinion 88-019
Issued August 12, 1988
[CPR Opinion-provides advice under the Ohio Code of Professional Responsibility which is superseded by the Ohio Rules of Professional Conduct, eff. 2/1/2007.]
SYLLABUS: Under DR 2-102(C), a lawyer shall not hold himself out as having a partnership with one or more other lawyers or professional corporations unless they are in fact partners.
OPINION: We have before us your request for an advisory opinion on whether your law firm may continue to use the name Smith, Jones & Blank for example, when the income from cases handled by attorneys in the office is no longer shared by all partners based upon a partnership agreement. You state in your letter that some of the expenses of operating the firm are still shared but now each attorney must pay his share of the expenses for personal supplies, long distance, and a personal secretary.
Under DR 2-102(C) of the Code of Professional Responsibility, a lawyer may not hold himself out as having a partnership with another lawyer or lawyers, unless they are in fact partners. The ABA Model Rules of Professional Conduct which have not been adopted by Ohio has a substantially identical provision which states: "[l]awyers may state or imply that they practice in a partnership or other organization only when that is the fact." ABA Model Rules of Professional Conduct, Rule 7.5(d). An annotated version of the Model Rules states that "lawyers sharing office facilities, but who are not in fact partners, may not denominate themselves as, for example, "Smith and Jones," for that title suggests partnership in the practice of law." Annotated Model Rules of Professional Conduct, 329 (1984).
Furthermore, Ethical Consideration 2-12 of the Code of Professional Responsibility states that a lawyer should not hold himself out as a partner or associate if he only shares offices with another lawyer. See also, ABA Committee on Ethics and Professional Responsibility, Informal Op. 1265 (1973). These Code provisions are designed to insure that the particular relationship existing between or among lawyers be stated clearly so that the public will not be misled. ABA Committee on Ethics and Professional Responsibility, Formal Op. 330 (1972). Notwithstanding the above, this opinion is not intended to address the situations regarding deceased partners and legal professional associations.
Therefore, if you are not in fact engaged in a partnership arrangement, we believe that continued use of a firm name similar to the one mentioned above, might mislead the public into believing a partnership exists.
In conclusion, it is our opinion and you are so advised that a lawyer should be scrupulous in the representation of his professional status and that a lawyer should not hold himself out as having a partnership with another lawyer or lawyers unless they are in fact partners.
This is an informal, non-binding advisory opinion based upon the facts presented and limited to questions arising under the Code of Professional Responsibility.
James W. Mason, Esq.
Secretary, Board of Commissioners