Could lawyers from opposing Vermont firms partner briefly to purchase and divide an office building?
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This page answers the general question as of 1995. Ask about yours and see what the current Vermont Rules of Professional Conduct say for your facts, with citations.
Plain-English summary
Lawyers from two separate family-law firms, which sometimes represented opposing clients, proposed a partnership to own an office building, convert it into two condominium units, and sell one unit to each firm.
The committee found no conflict on the stated assumptions: only lawyers would join the partnership, it would not practice law, and no partner would exercise legal judgment for another. DR 3-103’s nonlawyer partnership bar and DR 5-104(A)’s lawyer-client business transaction restriction therefore did not apply as prohibitions on these facts.
The committee expected the partnership to end after the condominium sales, leaving the two law practices separate despite sharing a building.
Currency note
This opinion was issued in 1995 under Vermont's former Code of Professional Responsibility. The Vermont Supreme Court's rules history says the Rules of Professional Conduct replaced the Code and applied to lawyer conduct after September 1, 1999; the court later made comprehensive amendments in 2009. 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 Treat this page as historical context, not current guidance.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.
Common questions
Q: Did the firms’ occasional opposition bar the building transaction?
A: No. The committee found no conflict in the limited property partnership as described.
Q: Did the partnership practice law?
A: No. Its stated purpose was to own and divide the building.
Q: Which assumptions mattered?
A: The committee assumed all partners were lawyers, no partner was another’s legal client, and the partnership would end after the unit sales.
Background and rules framework
The opinion examined former Code DR 3-103 on partnerships with nonlawyers and DR 5-104(A) on business transactions with clients. Neither barred the described lawyers-only property venture.
Citations and references
Vermont Code of Professional Responsibility:
- DR 3-103, DR 5-104(A)
See also
Source
- Landing page: VBA conflict of interest opinions
- Original PDF: Vermont Advisory Opinion 95-14
- Rules history: Vermont Rules of Professional Conduct, “These rules apply to lawyer conduct after September 1, 1999.”
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