Can an Ohio solo lawyer call the practice 'X and Associates' if there are no other lawyer employees?

Plain-English summary

The Board addressed the meaning of "and Associates" in a firm name and the proper telephone salutation for lawyers who share office space. It started from DR 2-102(B), which requires that firm names not be misleading and contain only the names of lawyers in the firm, reinforced by DR 2-101(A)(1) (no false or misleading communication) and DR 2-102(C) (no holding out as partners when not partners).

The Board concluded that, although the Code does not define "associates," Ohio and national authority treats the term as denoting an employer-employee relationship among lawyers. It relied on EC 2-12 (a lawyer who only shares offices should not hold out as a partner or associate) and prior Board opinions treating office-sharing lawyers as not in the same firm. On that basis, a solo practitioner may not use "and Associates" to suggest office-sharing attorneys, co-counsel, or non-lawyer staff; the phrase may be used only when the lawyer employs other lawyers.

Applying the same reasoning to legal professional associations under DR 2-102(B) and Gov. Bar R. III, the Board concluded a sole shareholder with no lawyer employees may not use "X and Associates, Co. L.P.A." Finally, the Board concluded that a common telephone line shared by office-sharing lawyers should be answered with the generic salutation "Law Offices" or with the telephone number, signaling that the lawyers do not practice under a common firm name; lawyers wanting their own name as a greeting may establish separate lines.

Currency note

The Ohio Board flags this opinion as a "CPR Opinion" interpreting the former Ohio Code of Professional Responsibility, which was superseded by the Ohio Rules of Professional Conduct effective February 1, 2007. The Board also notes the opinion is "Not current" because of subsequent rule amendments to Gov. Bar R. III, effective November 1, 1995.

This opinion issued in 1995. Treat this page as historical context, not current guidance. Verify against the current Ohio Rules of Professional Conduct and Rules for the Government of the Bar before relying on any specific rule mentioned here.

Common questions

Q: Can a solo lawyer with no other attorneys use "and Associates" in the firm name?

A: No. The Board concluded "and Associates" indicates the lawyer employs other lawyers, so a solo practitioner may not use it to suggest office-sharing, co-counsel, or non-lawyer staff.

Q: What does "associate" mean in a firm name under this opinion?

A: The Board concluded that, through custom and usage, "associates" denotes an employer-employee relationship among lawyers, citing Ohio State Bar Op. 83-1 and authority from several states; lawyers who merely share office space are not "associates."

Q: How should office-sharing lawyers answer a shared phone line?

A: The Board concluded a common line should be answered "Law Offices" or with the telephone number, so the public is not misled into thinking the lawyers practice under a common firm name; separate lines allow individual-name greetings.

Background and rules framework

The opinion interprets the former Ohio Code of Professional Responsibility: DR 2-102(B) (firm names), DR 2-101(A)(1) (false or misleading communication), DR 2-102(C) (holding out as partners), and EC 2-12, together with Gov. Bar R. III, Section 2 governing the names of legal professional associations.

Citations and references

Rules of Professional Conduct:

• Former Ohio Code of Professional Responsibility DR 2-102(B), DR 2-101(A)(1), DR 2-102(C); EC 2-12

Other authorities:

• Ohio Supreme Court Rules for the Government of the Bar, Rule III, Section 2

Other opinions cited:

• Ohio State Bar Ass'n Op. 83-1 (1983); Ohio BPC Ops. 91-5, 91-9, 89-5, 88-019, 89-36
• Florida Bar Op. 86-1; Utah State Bar Op. 138; D.C. Bar Op. 189; Suffolk County Bar Op. 89-2; Connecticut Op. 90-27; Oregon Op. 1991-12

See also

• Ohio BPC Op. 1988-019: Firm Name Implying a Partnership Not in Fact
• Ohio BPC Op. 1989-036: Office-Sharing Common Letterhead and Disclaimers
• Ohio BPC Op. 1991-018: Firm Name, Letterhead, and "Of Counsel" for Retired Attorneys

Source

• Landing page: https://ohioadvop.org/advisory-opinion-index/
• Original PDF: https://www.ohioadvop.org/wp-content/uploads/2017/04/Op-95-001.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 95-1
                                         Issued February 3, 1995

[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.]

[Not current-subsequent rule amendments to Gov. Bar R. III, eff. Nov. 1, 1995.]

SYLLABUS: It is improper for an attorney in solo practice to use the phrase "and Associates" in
the law firm name to indicate any of the following practice arrangements: that the attorney shares
office space with other attorneys; that the attorney co-counsels with other attorneys; or that the
attorney employs non-attorney support staff. The phrase "and Associates" may be used in the law
firm name if the attorney employs other attorneys.

It is improper for an attorney who is a sole shareholder in a legal professional association to use the
phrase "X and Associates, Co. L.P.A." in the firm name, when there are no attorney employees.

A common telephone line utilized by attorneys who share office space with another attorney or law
firm should be answered with the salutation "Law Offices" or with the telephone number.

OPINION: This opinion addresses the use of the phrase "and associates" in a firm name. The
opinion also addresses the proper telephone salutation when an attorney shares office space with
another attorney, law partnership, or legal professional association.

    1. Is it proper for an attorney in solo practice to use the phrase "and Associates" in
    the law firm name to indicate any of the following practice arrangements: that the
    attorney employs other attorneys; that the attorney shares office space with other
    attorneys; that the attorney co-counsels with other attorneys; or that the attorney
    employs non-attorney support staff?

    2. Is it proper for an attorney who is a sole shareholder in a legal professional
    association to use the phrase "X and Associates, Co. L.P.A." in the firm name,
    when there are no attorney employees?

    3. What is the proper telephone salutation for attorneys who share office space with
    another attorney or with a law firm?

Op. 95-1 2

Question One

   Is it proper for an attorney in solo practice to use the phrase "and Associates" in the
   law firm name to indicate any of the following practice arrangements: that the
   attorney employs other attorneys; that the attorney shares office space with other
   attorneys; that the attorney co-counsels with other attorneys; or that the attorney
   employs non-attorney support staff?

Law firm names are carefully regulated within the Code of Professional Responsibility. Any
consideration of firm names must begin with a review of DR 2-101(B).

   DR 2-102 (B) A lawyer in private practice shall not practice under a trade name, a
   name that is misleading as to the identity of the lawyer or lawyers practicing under
   such name, or a firm name containing names other than those of one or more of the
   lawyers in the firm, except that the name of a professional corporation or
   professional association or legal clinic may contain "P.C." or "P.A." or similar
   symbols indicating the nature of the organization, and if otherwise lawful a firm
   may use as, or continue to include in, its name the name or names of one or more
   deceased or retired members of the firm or of a predecessor firm in a continuing line
   of succession. A lawyer who assumes a judicial, legislative, or public executive or
   administrative post or office shall not permit his [her] name to remain in the name of
   a law firm or to be used in professional notices of the firm during any significant
   period in which he [she] is not actively and regularly practicing law as a member of
   the firm, and during such period other members of the firm shall not use his [her]
   name in the firm name or in professional notices of the firm. (Emphasis added).

From this rule, it is indisputable that firm names must not be misleading. Firm names are only to
include the names of one or more attorneys in the firm.

Several other rules supplement this rule and are pertinent to the question raised. DR 2-101(A)(1)
prohibits all public forms of deceptive and misleading communication by lawyers. DR 2-102 (C)
prohibits lawyers from holding themselves out as partners when they are not partners.
Op. 95-1 3

   DR 2-101 (A) A lawyer shall not, on his or her own behalf or that of a partner,
   associate, or other lawyer affiliated with the lawyer or the lawyer's firm, use or
   participate in the use of, any form of public communication, including direct mail
   solicitation, that:

           (1) Contains any false, fraudulent, misleading, deceptive, self-
           laudatory, or unfair statement;

   DR 2-102 (C) A lawyer shall not hold himself [herself] out as having a partnership
   with one or more other lawyers or professional corporations unless they are in fact
   partners.

The phrase "and associates" is not mentioned within the disciplinary rule governing firm names.
Yet, it appears in firm names across the state. The questions raised to this Board indicate that there
may be ambiguity as to its meaning. For example, is the term "associate" a proper reference to an
office sharing attorney, to a co-counsel, or to a non-lawyer employee? Or, does the word
"associate" indicate an attorney partner, attorney shareholder, or attorney employee? If the latter is
the proper interpretation, then it would be misleading for an attorney with no partners,
shareholders, or attorney employees to use the term "and Associates" in a firm name.

The term "associates" is not defined within the Code of Professional Responsibility. However,
existing authority within Ohio suggests that the word "associate" is a reference to a partner or to an
attorney employee in a law firm. For example, Ethical Consideration 2-12 indicates that an
attorney who shares office space with another attorney is not an associate.

   EC 2-12 In order to avoid the possibility of misleading persons with whom he
   deals, a lawyer should be scrupulous in the representation of his [her] professional
   status. He [she] should not hold himself [herself] out as being a partner or associate
   of a law firm if he [she] is not one in fact, and thus should not hold himself [herself]
   out as a partner or associate if he [she] only shares offices with another lawyer.
   (Emphasis added).

Op. 95-1 4

This Board has consistently viewed office sharing attorneys as distinct from partners or associates
in the same law firm. For example, in interpreting the disciplinary rules, this Board has advised
that office sharing attorneys are not attorneys within the same firm under DR 2-107(A). See Ohio
SupCt, Bd of Comm'rs on Grievances and Discipline, Op. 91-5 (1991) (attorneys who share office
space must comply with DR 2-107(A) restrictions on division of fees by attorneys not in the same
firm); Op. 91-9 (attorneys who maintain separate law practices in the same building are not lawyers
in the same firm and must comply with the restrictions on division of fees contained within DR 2-
107(A) and must maintain separate filing systems in order to preserve client confidences and
secrets under DR 4-101). The Board has also advised that imputed disqualification rules should not
automatically be applied to attorneys who share office space. See Ohio SupCt, Bd of Comm'rs on
Grievances and Discipline, Op. 89-5 (1989) (when two individual attorneys share office space the
facts and circumstances of their relationship will determine if they can ethically represent
opposing sides in a case).

In addition, this Board has been adamant in its view that attorneys who share office space may not
operate under a common firm name or letterhead. See Ohio SupCt, Bd of Comm'rs on Grievances
and Discipline, Op. 88-019 (1988) (attorneys in an office sharing arrangement should not use the
name "Smith, Jones & Blank"); Op. 89-36 (1989) (attorneys who share office space should not use
letterhead with designations such as "Smith & Jones, An Association of Independent Attorneys,"
"Smith & Jones, Not a Partnership," "Law Offices of Smith &Jones," "Law Offices, John Smith,
Tom Jones," or "Smith & Jones, A Non-Partnership Association").

Within Ohio and across the nation, the weight of authority is that "associates" denotes at least, an
employer-employee relationship. Over ten years ago, the Ohio State Bar Association opined that
"[a]lthough the word ‘associates’ is not defined by the Ohio Code of Professional Responsibility, it
has, through custom and usage in the practice of law, acquired the special meaning of employer-
employee. Thus, the word 'Associates' is used to describe a situation where a firm or individual
lawyer has other lawyers working for them or him." See Ohio State Bar Ass'n, Op. 83-1 (1983).
Op. 95-1 5

Other states have also defined "associates" as a term describing attorneys employed by another
attorney. See Suffolk County Bar Ass'n, Op. 89-2 (undated); Florida Bar, Op. 86-1 (1986); Utah
State Bar, Op. 138 (1994), District of Columbia Bar, Op. 189 (1988). Several of these states also
caution against the continued use of the term "associates" by a firm that formerly employed staff
attorneys. Utah State Bar, Op.138 (1994) (may not continue to use), District of Columbia Bar, Op.
189 (1988) (use depends upon how long the firm has been without attorney employees). Several
other states advise that lawyers who share office space or expenses are not considered "associates."
Connecticut State Bar Ass'n, Op. 90-27 (1990), Oregon State Bar, Op. 1991-12 (1991). For
contrasting view see, Iowa State Bar Ass'n, Op. 80-25 (1980) (lawyers may refer to themselves as
"associates" under office sharing circumstances).

If attorneys who share office space are not considered "associates" then it follows that attorneys
who co-counsel on cases should not be considered "associates." It also follows that non-attorneys
should not be considered "associates." See e.g. Bar Ass'n of Nassau County, Op. 88-34 (1988);
Utah State Bar Ass'n, Op. 138 (1994).

This Board adopts the view that the phrase "and Associates" in a firm name indicates that an
attorney employs other attorneys. In summary, DR 2-102(B) and DR 2-101(A) (1) requires that
firm names must not be misleading. DR 2-102(C) prohibits attorneys from holding themselves out
as having partnerships when none exists. EC 2-12 states that an attorney should not hold himself or
herself out, as a partner or associate if he or she only shares office space. Based upon these rules of
ethics, the Board advises that it is improper for an attorney in solo practice to use the phrase "and
Associates" in the law firm name to indicate any of the following practice arrangements: that the
attorney shares office space with other attorneys; that the attorney co-counsels with other attorneys;
or that the attorney employs non-attorney support staff. The phrase "and Associates" may be used
in the law firm name if the attorney employs other attorneys.
Op. 95-1 6

Question Two

   Is it proper for an attorney who is a sole shareholder in a legal professional
   association to use the phrase "X and Associates, Co. L.P.A." in the firm name,
   when there are no attorney employees?

The names of legal professional associations are governed by DR2-102(B) cited above and Rule III
Section 2 of the Supreme Court Rules for the Government of the Bar of Ohio. Neither rule refers
to the use of "and Associates" in the firm name.

   Gov. Bar R. III § 2(A) The name of the legal professional association or legal
   clinic shall consist of the name of either or both of the following:

           (1) One or more of the active shareholders;

           (2) The name of one or more deceased, retired, or disabled attorneys
           who were associated with its individual, partnership, or corporate
           predecessor in the practice of law.

   The name shall end with the legend, "Co., L.P.A." or shall have immediately below
   it, in clearly legible form, the words "A Legal Professional Association." The name
   of any active shareholder may be retained in the corporate name after death,
   retirement, or inactivity because of age or disability of the shareholder. This division
   shall be interpreted with the provisions of the Code of Professional Responsibility
   with reference to law firm names.

   (B) If a shareholder whose surname appears in the association name becomes
   disqualified to practice law for any reason, the name of the association shall be
   promptly changed to eliminate the name of the shareholder, who promptly shall
   dispose of his or her stock in the association.

   (C) [Omitted].

As discussed in Question one, the phrase "and Associates" indicates that an attorney employs other
attorneys. Thus, in answer to Question Two this Board advises that it is improper for an attorney
who is a sole shareholder in a legal professional association to use the phrase "X and Associates,
Co. L.P.A." in the firm name, when there are no attorney employees.
Op. 95-1 7

Question Three

   What is the proper telephone salutation for attorneys who share office space with
   another attorney or with a law firm?

A common telephone line utilized by attorneys who share office space with another attorney or law
firm should be answered with the salutation "Law Offices" or with the telephone number. These
generic salutations indicate that the attorneys are not operating under a common firm name. The
"Law Offices" or telephone number greeting should help signal to the public that the attorney is not
practicing with another firm. Such greeting comports with DR 2-102(B), 2-101(A) (1), 2-102(C)
and EC 2-12.

This Board is not alone in the view that "Law Offices" is the proper telephone salutation when
attorneys share office space and a common telephone line. See Connecticut Bar Ass'n, Op.89-23
(1989), Rhode Island SupCt, Ethics Advisory Panel, Op. 88-5 (1988). Although some might find
this view too stringent, there are alternatives. If the attorneys who share office space wish their
phones to be answered using their own individual name as a greeting, they may establish separate
telephone lines.

Advisory Opinions of the Board of Commissioners on Grievances and Discipline are
informal, nonbinding opinions in response to prospective or hypothetical questions regarding
the application of the Supreme Court Rules for the Government of the Bar of Ohio, the
Supreme Court Rules for the Government of the Judiciary, the Code of Professional
Responsibility, the Code of Judicial Conduct, and the Attorney's Oath of Office.