Can a Tennessee lawyer lease office space from a corporate client and share the client's reception room and receptionist?

Currency note

This opinion was issued in 1984, before Tennessee's adoption of the 2003 Rules of Professional Conduct, which replaced the former Code of Professional Responsibility. 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 Treat this page as historical context, not current guidance.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.

Plain-English summary

An attorney proposed leasing office space, for a monthly rent, in a building owned and partially occupied by a corporate client and its subsidiaries (a management and consulting business that also owned an automobile dealership, loan company, insurance agency, advertising agency, and entertainment agency). The lawyer's office would otherwise be separate and independent of the building's other occupants, but he would share use of an existing common reception room and the services of the receptionist/typist with the client and subsidiaries. The proposed location would become a branch office where the attorney would serve the corporate client/landlord and its subsidiaries as well as other consumers of legal services in the vicinity.

The opinion adopted ABA Informal Opinion 1482 (issued April 8, 1982), which found "no impropriety in a lawyer sharing office space with a private business provided the lawyer takes the necessary steps to avoid possible misunderstandings that may be created by sharing offices," quoting its requirement that "the physical layout of the office must be arranged in a fashion that makes it clear to all clients and others that they are dealing with the law firm at times when, in fact, this is the case," through measures like door signs, telephone listings, and receptionist contacts, and that "care also must be taken to separate legal files from those belonging to the business." Building on that standard, the opinion held the attorney is further ethically obligated to avoid using the client and shared facilities as a feeder of law business under DR 2-103, to preserve the confidences and secrets of all clients under DR 4-101, and to supervise and be responsible for the conduct of all employees as it relates to the lawyer's ethical and legal obligations.

Common questions

Q: Can a lawyer lease office space from a corporate client and share its receptionist?

A: Yes. The opinion found no impropriety in this arrangement, adopting ABA Informal Opinion 1482's standard that a lawyer may share office space with a private business "provided the lawyer takes the necessary steps to avoid possible misunderstandings that may be created by sharing offices."

Q: What steps must the lawyer take to avoid confusing visitors about when they are dealing with the law firm?

A: Per the adopted ABA standard, "the physical layout of the office must be arranged in a fashion that makes it clear to all clients and others that they are dealing with the law firm at times when, in fact, this is the case," using measures like "door signs, telephone listings and receptionist contacts," and "care also must be taken to separate legal files from those belonging to the business."

Q: Is there a risk that the client's business could become a source of referrals for the lawyer?

A: The opinion treats that as a specific obligation to guard against, holding the lawyer must "avoid the use of the client and the facilities as a feeder of law business" under DR 2-103.

Q: Does sharing a receptionist with the client raise confidentiality concerns?

A: Yes. The opinion holds the lawyer remains obligated "to preserve the confidences and secrets of all clients" under DR 4-101 and "to supervise and be responsible for the conduct of all his employees" in connection with his ethical and legal obligations.

Background and rules framework

The opinion applied ABA Informal Opinion 1482 (1982) on office-sharing with a private business, together with Disciplinary Rule 2-103 (prohibiting using a relationship as a feeder of law business) and Disciplinary Rule 4-101 (preservation of client confidences and secrets) of the Code of Professional Responsibility. The modern correlates are Model Rule 1.6 (confidentiality), Model Rule 1.7 (conflicts of interest), and Model Rule 5.3 (supervision of nonlawyer assistants), cited here as navigational cross-references rather than rules the opinion itself applied.

Citations and references

Other opinions cited:

• ABA Informal Opinion 1482 (April 8, 1982), office sharing with a private business

See also

• ABA Formal Op. 507: Office Sharing Arrangements With Other Lawyers

Source

• Landing page: https://www.tbpr.org/ethic_opinions/84-f-70

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

84-F-70 - Office sharing with client

BOARD OF PROFESSIONAL RESPONSIBILITY OF THE SUPREME COURT OF TENNESSEE

FORMAL ETHICS OPINION 84-F-70

Inquiry is made concerning the propriety of leasing law office space from a client, located in a building shared by the client; and, sharing the use of a common reception room and services of the receptionist/typist.

The inquiring attorney proposes to lease office space in a building owned and partially occupied by the corporate client and its subsidiaries. The client is engaged in the management and consulting business and owns and operates an automobile dealership, loan company, insurance agency, advertising agency and entertainment agency.

The lease agreement between the attorney and client provides for a monthly payment of rent. The attorney will be allowed to share the use of an existing common reception room and services of the receptionist/typist with the corporate client and subsidiaries. The attorney's office is otherwise separate and independent of all the occupants of the building.

The proposed law office will be a branch office for the attorney where he will provide legal services to the corporate client/landlord and subsidiaries and also to other consumers of legal services in the vicinity.

American Bar Association Informal Opinion 1482, issued on April 8, 1982, states there is no impropriety in a lawyer sharing office space with a private business provided the lawyer takes the necessary steps to avoid possible misunderstandings that may be created by sharing offices. The opinion, as adopted herein, states:

... the physical layout of the office must be arranged in a fashion that makes it clear to all clients and others that they are dealing with the law firm at times when, in fact, this is the case. Door signs, telephone listings and receptionist contacts, for example, must enable those who deal with the office-sharers to discern readily whether their dealings are with one acting as a lawyer ... Care also must be taken to separate legal files from those belonging to the business.

The attorney is further ethically obligated (i) to avoid the use of the client and the facilities as a feeder of law business (DR 2-103); (ii) to preserve the confidences and secrets of all clients (DR 4-101); and (iii) to supervise and be responsible for the conduct of all his employees as relates to his ethical and legal obligations.

This 12th day of April, 1984.

ETHICS COMMITTEE:

G. Wilson Horde

T. Maxfield Bahner

Charles T. Herndon, III

APPROVED AND ADOPTED BY THE BOARD