TNBPR June 13, 1984

Can an in-house corporate attorney represent the corporation itself in court, and can that attorney also handle legal matters for the corporation's customers?

Short answer: Yes for the corporation itself: an attorney employee may assist, advise, counsel, represent, or appear on behalf of the corporation in its own affairs, in or out of court. No for customers: corporate counsel performing legal services for the corporation's customers violates DR 3-101(A)'s ban on aiding a non-lawyer's unauthorized practice of law.

Apply this to your situation

This page answers the general question as of 1984. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.

Disclaimer: Advisory only. Not binding precedent.

About this page: The plain-English summary, reader guidance, and Q&A below were written by Ezel based on the official ethics opinion. The original opinion (linked on this page) is the authoritative source for any reliance.

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 Treat this page as historical context, not current guidance.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

The inquiry asked about the ethical propriety of self-representation by corporations, in court, through their attorney employees. The opinion noted that "the Code of Professional Responsibility only addresses the ethical responsibilities of attorneys' acts or conduct in relation to the unauthorized practice of law," and on that basis found "no impropriety in an attorney employee of a corporation assisting, advising, counseling, representing or appearing on behalf of the corporation in the conduct of its affairs, either in or out of court."

The opinion drew a sharp line at the corporation's customers, however. It held that "any participation by corporate counsel in performing legal services to corporate customers is in violation of Disciplinary Rule 3-101(A) of the Code which prohibits a lawyer from aiding a non-lawyer in the unauthorized practice of law," citing Formal Ethics Opinions 83-F-44 and 83-F-44(a), which had reached the same conclusion about a corporation billing its customers for in-house counsel's services.

Common questions

Q: Can a corporation be represented in court by its own employee-attorney?

A: Yes. The opinion found "no impropriety in an attorney employee of a corporation assisting, advising, counseling, representing or appearing on behalf of the corporation in the conduct of its affairs, either in or out of court."

Q: Can that same in-house attorney also perform legal work for the corporation's customers?

A: No. The opinion held that "any participation by corporate counsel in performing legal services to corporate customers is in violation of Disciplinary Rule 3-101(A)," which bars a lawyer from aiding a non-lawyer in the unauthorized practice of law.

Background and rules framework

The opinion applied Disciplinary Rule 3-101(A) of the Code of Professional Responsibility, which prohibited a lawyer from aiding a non-lawyer in the unauthorized practice of law, and relied on Formal Ethics Opinions 83-F-44 and 83-F-44(a) for the customer-billing analysis. The modern correlate is Model Rule 5.5 (unauthorized practice of law), cited here as a navigational cross-reference rather than a rule the opinion itself applied.

Citations and references

Other opinions cited:

Tennessee Formal Ethics Opinion 83-F-44, corporate billing for in-house counsel's customer-facing legal services
Tennessee Formal Ethics Opinion 83-F-44(a), same subject

Source

Landing page: https://www.tbpr.org/ethic_opinions/84-f-74

Original opinion text

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

84-F-74 - Employee Attorney representing corporation

BOARD OF PROFESSIONAL RESPONSIBILITY OF THE SUPREME COURT OF TENNESSEE

FORMAL ETHICS OPINION 84-F-74

Inquiry is made concerning the ethical propriety of self-representation, in court, by corporations through attorney employees.

The Code of Professional Responsibility only addresses the ethical responsibilities of attorneys' acts or conduct in relation to the unauthorized practice of law.

There is no impropriety in an attorney employee of a corporation assisting, advising, counseling, representing or appearing on behalf of the corporation in the conduct of its affairs, either in or out of court.

Any participation by corporate counsel in performing legal services to corporate customers is in violation of Disciplinary Rule 3-101(A) of the Code which prohibits a lawyer from aiding a non-lawyer in the unauthorized practice of law. See Formal Ethics Opinions 83-F-44 and 83-F-44(a).

This 13th day of June, 1984.

ETHICS COMMITTEE:

Henry H. Hancock

W. J. Flippin

Edwin C. Townsend

APPROVED AND ADOPTED BY THE BOARD

Get today's answer for your situation

You just read a 1984 opinion on this question. Ezel checks the current rules of professional conduct in your state and answers your specific situation, with citations.

Opens in Ezel Pro. Every answer cites the rules it relies on.