Does a law firm using the phrase 'An Association of Attorneys' after its members' names need to add a further disclaimer like 'Not a Partnership'?

Plain-English summary

The opinion addressed whether a law firm using "An Association of Attorneys" after the names of its members needed an additional disclaimer. Formal Ethics Opinion 84-F-64 had stated that "An Association of Attorneys" is not by itself an adequate disclaimer that the arrangement is not a partnership, reasoning that the average client or the general public would not understand the term that way, and required adding the phrase "Not a Partnership" to any non-partnership arrangement, both to signal the members' limited liability and to inform the legal community of the association's exact nature.

This opinion rejected that reasoning as erroneous, observing that the general public and average client are not in fact aware of the distinctions between a partnership, a corporation, and an association, or of the differing liability protections each carries, so the supposed extra notice value of "Not a Partnership" did not hold up. The opinion noted that individual attorneys and groups of firms may lawfully practice as an association, and that many firms already practice under names like "A.B.C. Law Offices" with no disclaimer at all, implying a partnership. It concluded the legal profession and the public are better served by a reasonable rule, requiring only "An Association of Attorneys" where no partnership exists, that will actually be followed and enforced, rather than a harsher rule likely to be ignored, illustrated by the absurdity of carrying the logic further to require a partnership to state "A.B.C. Law Office, A Partnership, Not a Corporation." The opinion therefore vacated the contrary dictum in 84-F-64 and held that "An Association of Attorneys" alone is a proper way to identify the firm's members, with no additional disclaimer required.

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 Treat this page as historical context, not current guidance.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.

Common questions

Q: Is "An Association of Attorneys" enough by itself to show a firm is not a partnership?

A: Yes. The opinion held this phrase alone properly identifies the firm's members and needs no additional disclaimer such as "Not a Partnership."

Q: Did an earlier Board opinion require more than "An Association of Attorneys"?

A: Yes, Formal Ethics Opinion 84-F-64 had required adding "Not a Partnership," but this opinion vacated that dictum as resting on a mistaken assumption about what the public understands.

Background and rules framework

The opinion vacated the contrary dictum of Formal Ethics Opinion 84-F-64 on firm-name disclaimers for non-partnership associations of attorneys. The modern correlate is Model Rule 7.5 (firm names and letterheads), 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 84-F-64 (dictum requiring an additional "Not a Partnership" disclaimer, vacated by this opinion)

See also

• Tennessee Op. 84-F-64: Firm Naming for a Non-Partnership Office-Sharing Arrangement (its "Not a Partnership" dictum is vacated by this opinion)
• KBA Ethics Op. E-396: Common Firm Name for Lawyers in Separate Firms
• KBA Ethics Op. E-299: Three Separate Firms Holding Out Under a Common Name or as Affiliated

Source

• Landing page: https://www.tbpr.org/ethic_opinions/84-f-82

Original opinion text

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

84-F-82 - Law firm name "An Association of Attorneys"

BOARD OF PROFESSIONAL RESPONSIBILITY OF THE SUPREME COURT OF TENNESSEE

FORMAL ETHICS OPINION 84-F-82

The use of the disclaimer "An Association of Attorneys" following the names of the members of an association is a proper method of identifying the members of the law firm and no additional disclaimer is required.

Formal Ethics Opinion 84-F-64 states:

... the term 'An Association of Attorneys' is not the only appropriate disclaimer to use in designating that the arrangement is, in fact, not a partnership. The average client or the general public will not perceive such a term as meaning that no partnership exists. An additional disclaimer is necessary and, therefore, the term 'Not a Partnership' must be included in any arrangement where a partnership does not exist.

The use of such a disclaimer is necessary not only to indicate to the public the limited liability of the individual members of the association, but also to indicate to the legal community the exact nature of the association.

This logic appears to terminate the usefulness of the phrase "An Association of Attorneys" which is intended to designate the absence of a partnership. The previous opinion 84-F-64 indicates that the phrase is a technical term not understood by the general public or the average client to indicate the absence of a partnership. The opinion further implies that the general public or the average client is placed on notice of the limited liability of the members of law firm by the use of the additional disclaimer. This is erroneous. The general public or average client is not aware of either the elements of a partnership versus a corporation or association, or of the protection or lack thereof associated with each.

Individual attorneys as well as two or more law firms are permitted to practice law as an association. It is recognized that in numerous instances, attorneys practice under the firm name of "A.B.C. Law Offices" with no disclaimer at all, thus implying a partnership. The interest of the legal profession and the general public will be better served by having a reasonable rule of only requiring the designation of "An Association of Attorneys" that will be followed and enforced when no partnership exists, rather than having a harsh rule requiring the additional disclaimer which may be ignored and unenforced. The harshness of the rule can be clearly manifested by carrying the rule one step further to require a law partnership to state, "A.B.C. Law Office, A Partnership, Not a Corporation."

Therefore, the dictum of 84-F-64 cited hereinabove is vacated.

The use of the disclaimer "An Association of Attorneys" following the names of the members of an association is a proper method of identify the members of the law firm and no additional disclaimer is required.

This 17th day of October, 1984.

ETHICS COMMITTEE:

O. B. Hofstetter, Jr., Chairman

Jerry Colley

William R. Willis

APPROVED AND ADOPTED BY THE BOARD