Can a law firm give the title 'principal' to an employee-lawyer who has no ownership interest in the firm?

Plain-English summary

A firm asked whether it could use the title "principal" for an employee-lawyer of a professional corporation, to signal a position of responsibility, where that lawyer did not have an ownership interest in the corporation. The committee was of the opinion that there is nothing inherently wrong with the firm's use of the term "principal" in this manner and that it will not violate RPC 7.5(d).

The committee added a caution: used this way, the term may have the capacity to mislead the general public under RPC 7.1. The committee observed that the firm could incur liability from the acts of the "principal" if the public imputes from the title that the lawyer has apparent authority to act on the firm's behalf.

Currency note

This opinion was issued in 1995, before the Washington State Bar Association's adoption of the 2006 revisions to the Rules of Professional Conduct. 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 Treat this page as historical context, not current guidance.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. Washington's RPC 7.1 and 7.5 correspond to ABA Model Rules 7.1 (communications about a lawyer's services) and 7.5 (firm names and letterheads).

Common questions

Q: Can a firm call a non-owner employee-lawyer a "principal"?

A: The committee was of the opinion that there is nothing inherently wrong with the term used this way and that it will not violate RPC 7.5(d).

Q: Could that title still be a problem?

A: Yes. The committee said the term may have the capacity to mislead the general public under RPC 7.1.

Q: What practical risk did the committee identify?

A: The committee observed that the firm could incur liability from the principal's acts if the public imputes from the title that the lawyer has apparent authority to act for the firm.

Background and rules framework

The opinion applied RPC 7.5(d) (firm names and letterheads, corresponding to ABA Model Rule 7.5) and RPC 7.1 (communications about a lawyer's services, corresponding to ABA Model Rule 7.1). The committee treated the firm-designation rule as permitting the title while making the misleading-communication rule the limit, with the public's potential inference of apparent authority as the factor it identified.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 7.5 (firm names and letterheads); Washington RPC 7.5(d)
• ABA Model Rule 7.1 (communications concerning a lawyer's services); Washington RPC 7.1

See also

• WA Ethics Op. 1623: "Tax Attorneys" in Letterhead and Advertising

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=705

Original opinion text

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

Advisory Opinion: 1622
Year Issued: 1995
RPC(s): RPC 7.1; 7.5(d)
Subject: Firm designation; use of term "principal" for lawyer who has no ownership interest in firm

The Committee discussed your inquiry regarding the use of the title "principal" for an employee-lawyer of a professional corporation to indicate a position of responsibility when the employee-lawyer "principal" does not have an ownership interest in the corporation. The Committee was of the opinion that there is nothing inherently wrong with the firm's use of the term "principal" in this manner, and will not violate RPC 7.5(d). However, the use of the term in this manner may have the capacity to mislead the general public under RPC 7.1. The firm could incur liability from the acts of the Principal, if the general public imputes from the title that apparent authority to act on the firm's behalf has been conferred.