Can two lawyers and a nonlawyer run a company out of the lawyers' office offering trucking-industry regulatory services without holding it to the rules of professional conduct?
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This page answers the general question as of 1983. 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-83-14 concerned the propriety of a corporation owned by two attorneys and a nonlawyer, operating out of the lawyers' office, that proposed to advertise its availability to provide non-legal services to the trucking industry. The proposed company would be a Wisconsin business corporation with the attorney, the attorney's partner, and a nonlawyer as sole shareholders, offering services such as preparation of forms relating to licensing, registration, fuel tax reporting, and tariffs. It would use separate stationery and a separate phone number, would not indicate that the shareholders are attorneys or reference their firm, but would operate from the attorneys' law office and be staffed by the firm's secretaries.
The committee drew on its earlier Formal Opinion E-82-11, which had abandoned the view that certain second occupations are prohibitable per se as inherent "feeders" of a law practice and adopted the case-by-case approach of ABA Formal Opinion 328, with proscription based on specific violations of the Code. Quoting ABA Formal Opinion 328, the committee noted there is little ethical difficulty operating an unrelated occupation from the same location as a law office so long as the lawyer complies with DR 2-102(E) (the Wisconsin equivalent being SCR 20.08(5)), but that if the second occupation is so related as to be inseparable from the law practice, both practices are bound by the Code. Because ABA Formal Opinion 328 did not supply a test for distinguishing law-related from unrelated activities, the committee turned to New York State Bar Opinion 206 (1971), which treats an occupation as law-related where the participant's activity is likely to involve frequent solution of problems essentially legal in nature.
Applying those tests, the committee found the trucking-service company to be a law-related second occupation, because its main purpose was to facilitate compliance with state and federal regulations, an essentially legal activity, and because lawyers had historically undertaken such activities. It further found that, operating from the same office, the second occupation was so related as to be inseparable from the law practice, so the second occupation was subject to the existing Supreme Court Rules and statutes governing solicitation, advertising, and barratry.
Currency note
This opinion was issued in 1983, before Wisconsin's July 1, 2007 adoption of the revised Rules of Professional Conduct for Attorneys (the state's Ethics 2000 update), and it analyzes dual practice under the former Code (SCR 20.08(5) / DR 2-102(E)) and ABA Formal Opinion 328. Law-related ("ancillary") services are now addressed by SCR 20:5.7 / Model Rule 5.7. 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: Was the trucking-services company treated as unrelated to the law practice?
A: No. The committee found it law-related, because its main purpose, facilitating compliance with state and federal regulations, is essentially a legal activity.
Q: Did keeping separate stationery and a separate phone number put the company outside the rules?
A: No. Because the company operated from the lawyers' office and was staffed by the firm's secretaries, the committee found it so related as to be inseparable from the law practice, and therefore subject to the rules on solicitation, advertising, and barratry.
Q: What standard governs whether a second occupation is law-related?
A: Per the opinion, an occupation is law-related where the lawyer-participant's activity is likely to involve frequent solution of problems essentially legal in nature, drawing on New York State Bar Opinion 206 (1971).
Background and rules framework
The opinion interpreted the former Code's office-sharing provision for distinct occupations (SCR 20.08(5), equivalent to DR 2-102(E)), as applied through the committee's prior Opinion E-82-11 and the case-by-case framework of ABA Formal Opinion 328, with the law-related test drawn from New York State Bar Opinion 206 (1971). Law-related services are now addressed by SCR 20:5.7 / Model Rule 5.7.
Citations and references
Rules of Professional Conduct:
- Wis. SCR 20.08(5) / DR 2-102(E) (operating an unrelated occupation from the law office) (former Code provision)
Other opinions cited:
- Wis. Formal Opinion E-82-11: case-by-case analysis of dual business practice
- ABA Formal Opinion 328: second occupations analyzed case-by-case; same-office operation
- New York State Bar Opinion 206 (1971), 44 N.Y.S.B.J. 120: test for law-related vs unrelated occupations
See also
- WI Ethics Op. E-85-5: Law and Title Insurance Dual Practice
- WI Ethics Op. E-86-3: Attorney-Realtor Dual Practice Fees and Conflicts
- WI Ethics Op. E-00-02: Sharing Office Space With Unrelated Entities
Source
- Landing page: https://www.wisbar.org/formembers/ethics/pages/formal-opinions.aspx
- Original PDF: https://www.wisbar.org/formembers/ethics/Ethics%20Opinions/E-83-14.pdf
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