Can lawyers who only share office space use a common letterhead if it carries a disclaimer that they are not partners?
Ohio BPC Opinion 89-036: Office Sharing, Common Letterhead, and Disclaimers
Short answer: The Board concluded that lawyers who share office space but are not partners should use separate letterheads, and that disclaimers do not cure a joint letterhead that implies 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.
Plain-English summary
The Board considered whether lawyers in an office-sharing arrangement could use a single letterhead that included a disclaimer about their professional relationship. The request listed five sample formats, including "Smith & Jones / An Association of Independent Attorneys," "Smith & Jones / Not a Partnership," and "Smith & Jones / A Non-Partnership Association."
The Board applied DR 2-102(C), which prohibits lawyers from holding themselves out as having a partnership unless they are in fact partners. Drawing on ABA Formal Opinion 330 (1972) and a prior Board informal opinion, it reasoned that titles like "Smith and Jones" suggest a partnership, and that listing other lawyers on a letterhead implies they are available to lend skill and expertise in any given case, which is not true of a typical office-sharing arrangement. It noted that office-sharing lawyers, unlike partners, have not agreed to share liability for losses.
The Board concluded that disclaimers like the five proposed would not clarify the relationship and instead tend to confuse and mislead the public, who may not understand the terms used. It cited Michigan, Pennsylvania, and Oregon ethics opinions reaching similar results. The Board concluded that lawyers who share space but are not associated as partners or members of a professional corporation should use separate letterheads.
Currency note
This opinion issued in 1989 under Ohio's former Code of Professional Responsibility, which the bar notes is superseded by the Ohio Rules of Professional Conduct effective February 1, 2007. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against the current Ohio Rules of Professional Conduct before relying on any specific rule mentioned here.
Common questions
Q: Can office-sharing lawyers who are not partners use one combined letterhead?
A: Under this opinion, no. The Board concluded they should use separate letterheads, because a joint letterhead implies a partnership or association that does not exist, contrary to DR 2-102(C).
Q: Does adding "not a partnership" or "an association of independent attorneys" fix the problem?
A: The Board concluded it does not. It reasoned that such disclaimers tend to confuse and mislead the public rather than clarify the relationship.
Q: Why does listing the other lawyers matter if they only share space?
A: The Board reasoned that listing other lawyers implies they are available to lend skill and expertise on any case and that the lawyers share liability, neither of which is true in a typical office-sharing arrangement.
Background and rules framework
The opinion interprets the former Code of Professional Responsibility, DR 2-102(C), which prohibits lawyers from holding themselves out as partners unless they are in fact partners.
Citations and references
Rules of Professional Responsibility (Ohio, former):
- DR 2-102(C), holding out as partners only if in fact partners
Other opinions cited:
- ABA Committee on Ethics and Professional Responsibility, Formal Op. 330 (1972): stating the relationship among lawyers clearly so the public is not misled
- Board of Commissioners, Informal Op. 88-19 (1988): office-sharing lawyers may not denominate themselves as a partnership
- Michigan Ethics Op. CI-1178 (1988); Pennsylvania Ethics Op. 85-100 (1985); Oregon Ethics Op. 486 (1983): disclaimers do not cure misleading letterhead
See also
- Ohio BPC Op. 1988-019: Firm Name Implying a Partnership Not in Fact
- Ohio BPC Op. 1989-016: Nonlawyer Not Listed on Letterhead
- Ohio BPC Op. 1989-011: Nonlawyer Employee Signing Firm Letterhead
- Ohio BPC Op. 1988-023: "Of Counsel" and Dual-Profession Letterhead
Source
- Landing page: https://ohioadvop.org/advisory-opinion-index/
- Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/04/Op-89-036.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 89-36
Issued December 15, 1989
[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: Lawyers are prohibited from holding themselves out as partners unless they are in fact partners under DR 2-102 (C) of the Code of Professional Responsibility. Lawyers who share office space should not use common letterhead because it implies the lawyers are partners or are associated in a Legal Professional Association. In our view, the use of disclaimers on a joint letterhead in an office sharing arrangement would not clarify the otherwise misleading letterhead. In fact, terminology such as "an association of independent attorneys," or "a non-partnership association" tend to confuse and mislead the public, who may be unaware of the meaning of those terms.
OPINION: We have before us your request for an opinion relating to the use of one letterhead by attorneys in an office sharing arrangement when the letterhead includes some form of disclaimer regarding the professional relationship. Your request includes the following five specific examples of letterhead forms and disclaimers.
a) Smith & Jones
An Association of Independent Attorneys
b) Smith & Jones
Not a Partnership
c) Law offices of Smith & Jones
d) Law Offices
John Smith
Tom Jones
e) Smith & Jones
A Non-Partnership Association
Your question is whether or not any of the above examples are sufficient to avoid violating DR 2-102(C) prohibiting lawyers from holding themselves out as having a partnership, unless they are in fact partners.
As we noted in a prior opinion, the ABA has stated 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." Board of Commissioners Informal Op. 88-19 (1988), citing, Annotated Model Rules of Professional Conduct, 329 (1984). Lawyers are prohibited from holding themselves out as partners unless they are in fact partners in order to insure that the particular relationship existing between or among lawyers is stated clearly so that the public will not be misled. ABA Committee on Ethics and Professional Responsibility, Formal Op. 330 (1972).
In our view, lawyers who are in an office sharing arrangement can avoid misleading or confusing the public by having separate letterheads for each practitioner. Lawyers in an office sharing arrangement, unlike a partnership arrangement, have not agreed to share liability for any loss attributable to activities of the partnership. ABA/BNA Lawyers' Manual on Professional Conduct, 81:3004 (1989). The listing of other lawyers on a letterhead implies that those listed are available to lend skill and expertise in any given case, which is not the case in a typical office sharing arrangement. Id.
A disclaimer on the letterhead, such as the five listed in your request, would not clarify the relationship among the lawyers on the letterhead. Instead, disclaimers tend to confuse and mislead the public, who may be unaware of the meaning of the terms used. See, e.g., Michigan Ethics Op. CI-1178 (1988), Pennsylvania Ethics Op. 85-100 (1985), Oregon Ethics Op. 486 (1983).
In conclusion, it is our opinion and you are so advised that lawyers who share space but are not associated as partners or members of a professional corporation should use separate letterheads. The use of a common letterhead by lawyers who only share office space implies a beneficial association or organization when, in fact, there is none. Instead of informing consumers, additional information on such a letterhead disclaiming any association between the lawyers tends to mislead or confuse consumers.
This is an informal, non-binding advisory opinion based upon the facts presented and limited to questions arising under the Code of Professional Responsibility.