Can Texas lawyers who only share office space and split costs practice under a common name like 'Law Offices of A and B' without being actual partners?

Plain-English summary

Four lawyers, A, B, C, and D, agreed to practice together in a single, contiguous office under the name "Law Offices of A and B." Each held himself out to clients and the public as a member of that firm through pleadings, business cards, and letterhead, and each consented to vicarious liability and to disclosing client-representation difficulties to the others. At the same time, each kept an autonomous practice: separate bank accounts, trust accounts, books, and tax returns, with no pooling of income and no sharing of net profits. The question was whether continuing to hold out collectively as associated attorneys was consistent with Rule 7.04(d).

The Committee explained that Rule 7.04(d) bars a lawyer from holding himself out as a partner or associate of other lawyers unless they are in fact partners or associates, and that the Comment to Rule 7.04 forbids office-sharing lawyers who are not partners or employees of a single firm from using a name that suggests an ongoing professional relationship. The purpose of the rule is to keep lawyers from misleading the public, through a firm name, into believing they have assumed joint professional responsibility for clients' legal services.

Applying the rule, the Committee concluded that a reasonable prudent person would conclude that lawyers practicing as members of "the Law Offices of A and B" had represented to the general public the existence of a partnership, because the public is not privy to the private cost-sharing and separate-finances arrangements among them. To avoid that improper holding out, the Committee concluded, the "Law Offices of A and B" should disclaim partnership status by adding appropriate language of disclaimer.

Currency note

This opinion was issued in 1991, under the Texas Disciplinary Rules of Professional Conduct that took effect January 1, 1990. Texas did not adopt the ABA's Ethics 2000 revisions; its rules have been amended only piecemeal since, including the comprehensive 2021 revisions adopted by Texas Supreme Court order. 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 Treat this page as historical context, not current guidance.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: Can lawyers who only share office space use a joint name like "Law Offices of A and B"?

A: The Committee concluded that doing so represents to the public that a partnership exists. Because the lawyers were not in fact partners, Rule 7.04(d) required them to add a disclaimer of partnership status.

Q: Did keeping separate finances and not sharing profits make the joint name acceptable?

A: No. The Committee reasoned that the public is not privy to those private arrangements, so a reasonable person would still conclude from the name alone that the lawyers were partners who had assumed joint responsibility.

Q: What does Rule 7.04(d) actually prohibit?

A: Per the opinion, it prohibits a lawyer from holding himself out as a partner or associate of other lawyers unless they are in fact partners or associates, to prevent the public from being misled by a firm name.

Background and rules framework

The opinion interprets Texas Disciplinary Rule 7.04(d) (firm names and letterhead; analogous to ABA Model Rule 7.5 on firm names and the prohibition on misleading designations) together with the Comment to Rule 7.04. The rule turns on whether the lawyers are "in fact partners or associates"; if they are not, a name suggesting an ongoing joint professional relationship is treated as a misrepresentation to the public.

Citations and references

Rules of Professional Conduct:

• MR 7.5 (firm names and letterhead)
• Texas Disciplinary Rule 7.04(d) and the Comment to Rule 7.04

See also

• TX Ethics Op. 491: Using a Deceased Former Partner's Name in a New Firm's Name
• TX Ethics Op. 486: Practicing Law as a Texas Limited Liability Company
• TX Ethics Op. 493: Limited Liability Partnership With Nonlawyer Professionals
• ABA Formal Op. 507: Office Sharing Arrangements With Other Lawyers

Source

• Landing page: https://www.legalethicstexas.com/resources/opinions/opinion-478/
• Original PDF: https://tcle-web.s3.amazonaws.com/public/documents/Opinion_478.pdf

Original opinion text

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

QUESTION PRESENTED

Is the relationship of lawyers A, B, C, and D and their collective continuing holding out as attorneys associated in the practice of law consistent with Rule 7.04(d), Texas Disciplinary Rules of Professional Conduct?

STATEMENT OF FACTS

Lawyers A, B, C, and D agree to practice law together within a single, contiguous office space as "Law Offices of A and B." The organization and practice of the "Law Offices of A and B" is set up as follows:
Each attorney represents to his clients and the public that the attorney is a member of the firm of A and B through the use of pleadings, business cards, letterheads and the like.
Each attorney recognizes that because of such representation as opposed to merely sharing an office space as independent practitioners, each attorney is vicariously liable for the other attorneys' professional acts and/or omission and has consented to disclosing potential difficulties concerning representation of a client to all participating attorneys.
All participating attorneys are insured for legal negligence through a common insurance policy in the name of "Law Offices of A and B" identifying each participating attorney as a member of the firm, and with each attorney paying a pro-rata share of the premiums.
Each attorney maintains an autonomous practice with independent bank accounts, trust accounts, and books and records.
Each attorney has his own clientele from whom he is, in most circumstances, solely responsible, but there is frequent cooperation or participation between two or more attorneys on cases warranting or requiring such involvement. All attorneys regularly seek and receive informal advice from the other members of the firm regarding the handling of current client matters.
There is no pooling of the income generated by the several attorneys from their individual rendition of legal services, nor is there a sharing of the net profits.
Each attorney separately bills for legal services rendered although each attorney may pay a fee to another attorney within the firm for referral or for hourly work on behalf of the attorney's client. Each attorney filed his own tax return reflecting such attorney's operations.
The attorney-client contracts usually refer to the retention of "attorney C of the Law Firm of A and B" or the "Law Offices of A and B" or merely "attorney C."
Common assets are leased from a non-professional corporation the shares of which are exclusively owned by the participating attorneys and the common liabilities such as office rent are incurred by the non-professional corporation, which has two common employees leased to each attorney member and their staff and all other staff personnel are employed directly by the attorney for whom they work. The variable expenses such as long distance, copying expense, incurred by the non-professional corporation is paid for by each participating attorney on the basis of personal usage while fixed expenses incurred by the non-professional corporation such as rent and equipment leases are paid by the participating attorney on a per capita basis. Shareholders make majority rule decisions regarding the purchase of new assets and services and the "Law Office of A and B" has substantial library and computer research facilities.
The participating attorneys of "A and B" do not have any written agreement concerning the relationship other than the By-Laws of the non-professional corporation.
Except for the addition of new attorneys, the relationship of the participating attorneys "A and B" has remained static for several years with no deviation from the purposeful holding out as a firm of attorneys associated in the practice of law.

DISCUSSION

Rule 7.04(d) provides: "A lawyer shall not hold himself out as being a partner or associate with one or more other lawyers unless they are in fact partners or associates."

Comment of Rule 7.04 provides: "Lawyers who share office facilities but who are not in fact partners or employees of a single law firm may not denominate themselves in any manner suggesting such an ongoing professional relationship as, for example 'Smith & Jones' or "Smith & Jones Associates', or 'Smith & Associates'. Such titles create the false impression that the lawyers named have assumed a joint professional responsibility for clients' legal affairs."

The intent of Rule 7.04(d) is to prevent lawyers who are not partners from appearing to be partners. The purpose of Rule 7.04(d) is to prevent lawyers from misleading the public through the use of a firm name into believing the lawyers have assumed joint professional responsibility for the clients' legal services.

A reasonable prudent person would conclude that lawyers practicing as members of "the Law Offices of A and B" have represented to the general public the existence of a partnership, since the general public is not privy to private arrangements between the lawyers. To avoid such holding out, the "Law Offices of A and B" should disclaim partnership status by adding appropriate language of disclaimer.

CONCLUSION

A reasonable prudent person would conclude that lawyers practicing as members of "the Law Offices of A and B" have represented to the general public the existence of a partnership, since the general public is not privy to private arrangements between the lawyers. To avoid such holding out, the "Law Offices of A and B" should disclaim partnership status by adding appropriate language of disclaimer.

Tex. Comm. On Professional Ethics, Op. 478 (1991)