If two lawyers share an office and use a joint 'Law Offices of A and B' letterhead, is one disqualified from a case because the other talked to and turned away the opposing party?

Plain-English summary

Two attorneys, A and B, had officed together for some time. Their letterheads read "Law Offices of A and B," and pleadings were signed that way when either appeared as counsel, although each kept his files separately and fees were sometimes split and sometimes kept by one alone. C consulted A about a case against D; A declined the employment, and C then hired E. D later sought to hire B. The question was whether B could ethically represent D.

The Committee answered no. It first noted the settled rule that when A and B are partners and one becomes disqualified to represent D, both are disqualified; on that basis, if A and B were partners, B would be disqualified because A had become disqualified by discussing the matter with C when C tendered employment. The Committee said whether A and B were in fact partners was a question of partnership law and fact it could not decide.

Assuming without deciding that A and B were not partners, the Committee held that the relationship shown by the shared office and the joint "Law Offices of A and B" holding-out was nonetheless so close that A's disqualification carried over to B. It concluded that B would violate Canon 6 by representing D without C's consent, citing Opinions 59, 67, 100, 187, 197, 234, and 243 and ABA Opinions 33, 104, and 296. The ruling was 9-0.

Currency note

This opinion was issued in 1963, under the former Texas Canons of Ethics, which the Texas Disciplinary Rules of Professional Conduct replaced effective January 1, 1990. 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 Treat this page as historical context, not current guidance.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: Does sharing an office and a joint letterhead create the same conflict imputation as a partnership?

A: Under this opinion, yes. The Committee said that even assuming the two lawyers were not partners, their shared office and joint "Law Offices of A and B" holding-out made the relationship so close that one lawyer's disqualification disqualified the other under Canon 6.

Q: Why was the first lawyer disqualified when he turned the case down?

A: The Committee said A became disqualified by discussing the matter with C when C tendered employment, citing Opinion 59; declining the case did not erase the disqualification arising from that consultation.

Q: Could the office-mate take the case with consent?

A: The opinion frames the prohibition as applying absent C's consent, stating that B would violate Canon 6 "by representing D without the consent of C."

Background and rules framework

The opinion interprets former Texas Canon 6, which governed conflicting interests, as applied to lawyers who share an office and present themselves jointly to the public. The modern analogs are ABA Model Rule 1.7 (concurrent conflicts of interest), Model Rule 1.10 (imputation of conflicts within a firm), and Model Rule 1.18 (duties to a prospective client), which addresses the conflict that arises after a consultation with a person who does not become a client.

Citations and references

Rules of Professional Conduct:

• MR 1.7 (concurrent conflicts of interest), as the modern analog
• MR 1.10 (imputation of conflicts), as the modern analog
• MR 1.18 (duties to prospective clients), as the modern analog
• Texas Canon 6 (former canon)

Other opinions cited:

• Texas Opinions 59, 67, 100, 187, 197, 234, and 243: conflicting interests and imputed disqualification
• ABA Opinions 33, 104, and 296: imputed disqualification within a firm

See also

• TX Ethics Op. 272: Mayor's Law Partners and City Court
• TX Ethics Op. 288: Firm vs. Its Own Co-Client
• TX Ethics Op. 294: Switching Sides in a Divorce
• TX Ethics Op. 299: Suing a Current Client

Source

• Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-259/
• Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_259.pdf

Original opinion text

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

QUESTION PRESENTED

A and B, duly licensed attorneys, have officed together for some time. Their letterheads are printed "Law Offices of A and B," and pleadings are signed in this manner when filed by either attorney in cases where either or both appear as counsel for one of the parties. However, each attorney keeps his files separately and, in some instances, one or the other might retain all of a fee and, in other instances, the fee is divided between the two.

C goes to A and discusses the merits of a case he has against D. After such discussion, A declines employment, whereupon C employs Attorney E to represent him in his suit against D. Thereafter, D employs B to represent him. Is it ethical, under such circumstances for B to represent D?

18 Baylor L. Rev. 336 (1966)

CONFLICT OF INTEREST
If two attorneys share an office and use on their letterhead "Law Offices of A and B" and also sign pleadings in this manner in cases where either or both appear as counsel, even though each attorney maintains his files separately and fees are sometimes divided but sometimes not and their operations are such that it may be assumed that they are not partners, the relationship between them would nevertheless be considered so close that it would he unethical for one of the attorneys to accept employment by one party in a case when the attorney with whom he offices has discussed the case with but has declined employment by the opposing party in the case.

Canon 6.

It has been clearly established that, when A and B are partners and one becomes disqualified to represent D, both are disqualified to represent D. See Opinions 100, 197, 234, 243 and ABA Opinion 33. Therefore, if in the present inquiry A and B are partners, B is disqualified to represent D for the reason that A became disqualified to represent D by discussing the matter with C when C tendered employment. See Opinion 59.

The question of whether or not A and B are partners is one of partnership law and of facts and one which this committee cannot answer. However, assuming (without deciding) that A and B are not partners, the committee may consider whether or not the relationship between A and B is so close that disqualification of A works a disqualification of B. On this point, the committee is of the opinion that the relationship is so close that B is disqualified because of A's disqualification and that B would violate Canon 6 by representing D without the consent of C. See ABA Opinion 104. The following authorities lend further support to this view: Opinion 187, ABA Opinion 296, and Opinion 67. (9-0.)

Tex. Comm. On Professional Ethics, Op. 259 (1963)