Five of us share office space with separate practices. Can we title the office by our last names and use stationery reading 'An Association of Independent Attorneys' while keeping separate accounts and malpractice insurance?

Plain-English summary

The inquiring attorney shared office space and expenses with four other attorneys while maintaining separate practices. The attorneys sought to formalize the title of their practices using the attorneys' last names, and proposed stationery bearing the phrase "An Association of Independent Attorneys." They would continue to maintain their own client accounts and malpractice insurance. The attorney asked whether this was permissible under the Rules of Professional Conduct.

The Panel drew on Rules 7.1 and 7.5. It stated that, for purposes of the Rules, lawyers may either be a law firm or share office space, but not both, and that an office-sharing arrangement means each lawyer keeps a separate letterhead, business cards, telephone number, directory listing, pleading papers, files, bank accounts, and financial records. A lawyer cannot imply a professional association where none exists. The Panel also noted that lawyers sharing space must be mindful of client confidences under Rule 1.6 and the fee-division restrictions of Rule 1.5, and may be disqualified from representing clients with adverse interests under Rule 1.10 (imputed disqualification).

On the last-names title, the Panel said Rule 7.5 and its comments prohibit lawyers who share office facilities from denominating themselves as, for example, "Smith and Jones," because that suggests a partnership. It cited the Rhode Island Disciplinary Board's policy that disclaimers such as "not a partnership" or "association of independent attorneys" are not sufficient to inform the public that the attorneys are not a firm, and therefore violate Rule 7.5(d). Because the phrase creates the appearance of a law firm, it also subjects the lawyers to Rule 1.10. The Panel noted its prior Opinion 93-66 had found the same phrase on an office sign post with names listed vertically did not violate Rules 7.1 or 7.5, though those lawyers would be regarded as a firm for Rule 1.10; to the extent Opinion 93-66 was inconsistent, the Panel stated the present opinion is correct.

Currency note

This opinion was issued in 1994 (Opinion 94-12, issued March 23, 1994), after the Rhode Island Supreme Court adopted the Model Rules of Professional Conduct effective November 15, 1988, and it applies Rules 7.1, 7.5, and 1.10 as originally adopted. The Rhode Island Supreme Court later revised the Rules of Professional Conduct in 2007 as part of the nationwide Ethics 2000 process, and the firm-name and advertising rules have been amended over time. 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 mentioned here.

Common questions

Q: Can office-sharing lawyers call themselves an "Association of Independent Attorneys"?

A: The Panel concluded that phrase creates the appearance of a law firm; under the Disciplinary Board's policy the disclaimer is insufficient, so if the lawyers are not in fact a firm it violates Rule 7.5.

Q: Can office-sharing lawyers title the office with their last names, like "Smith and Jones"?

A: No. The Panel said Rule 7.5 and its comments prohibit that for lawyers who merely share office facilities, because it suggests a partnership.

Q: What is the imputed-disqualification consequence?

A: Because the phrase creates the appearance of a firm, the Panel said it subjects the lawyers to Rule 1.10, so they may be treated as a firm for conflict purposes.

Q: How does this relate to Opinion 93-66?

A: Opinion 93-66 found the same phrase on a vertical-name sign post did not violate Rules 7.1 or 7.5, but treated the lawyers as a firm for Rule 1.10; to the extent 93-66 is inconsistent, the Panel said the present opinion is correct.

Background and rules framework

The opinion interprets Rhode Island Rules of Professional Conduct 7.1 (communications concerning a lawyer's services), 7.5 (firm names and letterheads), and 1.10 (imputed disqualification), and notes the bearing of Rules 1.6 (confidentiality) and 1.5 (fee division) on office sharing. Rule 7.5(a) barred a firm name or designation that violates Rule 7.1, and Rule 7.5(d) allowed lawyers to state or imply a partnership only where one exists. The Panel applied the Disciplinary Board's policy that disclaimers do not cure a designation implying a firm.

Citations and references

Rules of Professional Conduct:

• MR 7.1 / RI RPC 7.1 (false or misleading communications)
• MR 7.5 / RI RPC 7.5(a), (d) (firm names and letterheads; implying a partnership only where one exists)
• MR 1.10 / RI RPC 1.10 (imputed disqualification)
• MR 1.6 / RI RPC 1.6 (confidentiality; office-sharing concern)
• MR 1.5 / RI RPC 1.5 (division of fees; office-sharing concern)

Other opinions cited:

• RI EAP Opinion 93-66 (Issued September 14, 1993): the phrase on a vertical-name sign post did not violate Rules 7.1 or 7.5, but the lawyers are regarded as a firm for Rule 1.10

See also

• RI EAP Opinion 93-66: "association of independent attorneys" sign and firm status under Rules 7.1 and 1.10
• RI EAP Opinion 92-95: a firm title or trade name from partners' initials is misleading under Rules 7.1 and 7.5

Source

• Landing page: https://www.courts.ri.gov/attorney-resources/Pages/Ethics-Advisory-Panel-default.aspx
• Original PDF: https://www.courts.ri.gov/Opinions/EAP%2094-12.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

0646
FINAL

ETHICS ADVISORY PANEL
OPINION #94-12 REQUEST #465
Issued March 23, 1994

The inquiring attorney shares office space and expenses with four (4) attorneys while maintaining "separate practices." The attorneys seek to formalize the title of their practices by using the attorneys' last names. They also propose using the same stationery with the phrase "An Association of Independent Attorneys." The attorneys would continue to maintain their own client accounts and malpractice insurance. The inquiring attorney asks whether the attorneys' proposed conduct is permissible under the Rules of Professional Conduct.

Rules 7.1 and 7.5 set forth restrictions on information about legal services. Rule 7.1 provides that "[a] lawyer shall not make a false or misleading communication about the lawyer or the lawyer's services." Rule 7.5(a) provides that "[a] lawyer shall not use a firm name, letterhead, or other professional designation that violates Rule 7.1." Rule 7.5(d) states that "[l]awyers may state or imply that they practice in a partnership or organization only when that is the fact."

For the purposes of the Rules of Professional Conduct, lawyers may either be a law firm or share office space, however they may not be both. An office sharing arrangement consists of each lawyer maintaining his/her own letterhead, business cards, telephone number, telephone directory listing, pleading papers, separate files, bank accounts and other financial records. A lawyer cannot imply that there is a professional association where none exists. A lawyer who shares office space should be careful not to create an impression to the public that there is a partnership or any other professional relationship that does not exist.

Lawyers who share office space must also be mindful of the concern with client confidences pursuant to Rule 1.6, and the restrictions of the division of fees pursuant to Rule 1.5. In addition, lawyers sharing office space may be disqualified from representing clients with adverse interests as set forth in Rule 1.10 entitled "Imputed Disqualification."

With regard to the attorneys using their last names as the title of the practice, Rule 7.5 and the comments prohibit lawyers who share office facilities to denominate themselves as, for example, "Smith and Jones" because the title suggests a partnership to the public.

The Rhode Island Disciplinary Board's policy regarding the rules on office sharing states that disclaimers such as "not a partnership" or "association of independent attorneys" is not sufficient to inform the general public that the attorneys are not a law firm and therefore violate Rule 7.5(d). The phrase "An Association of Independent Attorneys" creates the appearance of a law firm and is therefore subject to Rule 1.10. If the attorneys use this language and they are not in fact a law firm, then Rule 7.5 will be violated.

This Panel opined in Opinion #93-66 (Issued September 14, 1993) that the phrase "an association of independent attorneys" when listed on an office sign post with the attorneys names listed vertically does not violate Rule 7.1 or 7.5. However, the Panel further stated that for the purposes of Rule 1.10, entitled "Imputed Disqualification" lawyers who use such a phrase will be regarded as a law firm. To the extent that the foregoing opinion is inconsistent with Opinion #93-66, the Panel believes that the foregoing opinion is correct.