Can a lawyer form a commercial 'traffic consultant' corporation that audits freight bills and handles related legal work, and advertise it under that name?
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This page answers the general question as of 1979. Ezel answers yours: whether it's allowed on your facts, under the current rules of professional conduct in your state, with citations.
Plain-English summary
Opinion E-79-3 considered an attorney who wished to form a corporation that would audit companies' freight bills and handle related legal work, such as appearances before the Interstate Commerce Commission or the Public Service Commission, and who proposed to solicit business under the letterhead "Auditors and Consultants in Traffic, Ltd."
On unauthorized practice, the committee looked to the nature of the corporation. Under Wis. Stat. § 180.99, attorneys and other professionals may incorporate to carry on the particular profession for which their licensure is required; had the corporation been such a professional service corporation, offering legal or nonlegal services would have violated no canon. But the committee found this corporation's major function was to solicit and audit clients' freight bills, and the lawyer served only as its general counsel rather than practicing law through it. As an ordinary commercial corporation, it could not render legal services to the public, and an attorney's participation would clearly violate Canon 3 by aiding the unauthorized practice of law. The committee noted there is no objection to a corporation rendering purely technical traffic services (rate studies, route analyses), but that appearing before the ICC or PSC to assert clients' rights is the practice of law, citing State ex rel. State Bar v. Keller and Sperry v. Florida. Even as a minor part of the corporation's activities, such legal work was unauthorized practice and was prohibited.
On the letterhead, the committee found "Auditors and Consultants in Traffic, Ltd." misleading and deceptive, because the public has a right to know whether it is dealing with a law corporation, which is not authorized to practice law, or a professional service corporation of lawyers organized under § 180.99. The inquirer was free to set up a corporation for purely technical services while avoiding advertisements holding it out as authorized to practice law; if he wanted to practice law in trucking matters, he had to do so as a lawyer, not under a law-corporation name. The committee disapproved the letterhead.
Currency note
This opinion was issued in 1979, before Wisconsin's July 1, 2007 adoption of the revised Rules of Professional Conduct for Attorneys (the state's Ethics 2000 update), and it applies the former Code's Canon 3 together with Wis. Stat. § 180.99. The current counterparts are SCR 20:5.5 / Model Rule 5.5 (unauthorized practice of law) and SCR 20:7.5 / Model Rule 7.5 (firm names and letterheads; misleading designations). 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 a lawyer provide legal services to the public through a commercial corporation?
A: No. The committee concluded that an ordinary commercial corporation may not render legal services even though one of its officers is a lawyer, and an attorney who participates aids the unauthorized practice of law.
Q: Is a corporation that provides only technical traffic services allowed?
A: Yes. The committee said there is no objection to a corporation rendering purely technical services such as rate studies and route analyses, as long as it does not hold itself out as authorized to practice law.
Q: Why was the letterhead disapproved?
A: Because it was misleading: the public has a right to know whether it is dealing with a law corporation that may not practice law or a professional service corporation of lawyers organized under § 180.99.
Background and rules framework
The opinion turned on the distinction between a professional service corporation of lawyers (Wis. Stat. § 180.99) and an ordinary commercial corporation, and on the former Code's Canon 3 prohibition against aiding the unauthorized practice of law. The current counterparts are SCR 20:5.5 / Model Rule 5.5 (unauthorized practice) and SCR 20:7.5 / Model Rule 7.5 (firm names and letterheads).
Citations and references
Rules of Professional Conduct:
- Model Rule 5.5 / SCR 20:5.5 (unauthorized practice of law); former Code Canon 3
- Model Rule 7.5 / SCR 20:7.5 (firm names and letterheads)
Statutes:
- Wis. Stat. § 180.99 (professional service corporations)
Cases:
- State ex rel. State Bar v. Keller, 16 Wis. 2d 377 (1962), rev'd in part, 21 Wis. 2d 100 (1963), practice of law before the PSC
- Sperry v. Florida, 373 U.S. 379 (1963), federal-agency practice and unauthorized practice
See also
- WI Ethics Op. E-80-16: Law Office Trade Name
- WI Ethics Op. E-80-2: Paralegal at a Real Estate Closing
- WI Ethics Op. E-80-9: Attorney in an Eviction Corporation
Source
- Landing page: https://www.wisbar.org/formembers/ethics/pages/formal-opinions.aspx
- Original PDF: https://www.wisbar.org/formembers/ethics/Ethics%20Opinions/E-79-3.pdf
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