Can lawyers who share office space but are not partners use 'law offices,' or a solo use 'and associates,' or call someone 'of counsel'?

Plain-English summary

The inquiry asked whether sole practitioners who merely share office space may use a common letterhead reading "Law offices of Smith, Jones and Black." The committee reached three conclusions.

First, attorneys who are not in fact partners may not hold themselves out as partners by using the term "law offices," because RPC 7.5(d) prohibits lawyers from implying a partnership that does not exist. The committee said lawyers who only office together must keep separate letterheads, cards, pleading paper, and telephone listings, though they may share a telephone line or number; it noted this also avoids exposing each lawyer to malpractice claims based on another's work, and that a true partnership may use "law offices." It added that a fictitious composite name such as "Jones & Brown," where Jones is deceased and there was never a genuine partnership (or where Brown simply took over Jones's office space), is a misrepresentation that should not continue.

Second, the committee said it is inherently misleading for a sole practitioner to use "and associates" when there are no associates, because the term implies that other lawyers work for the named lawyer.

Third, the committee said "of counsel" can be used only in limited circumstances. It is not appropriate where the lawyer is a partner, an associate, an outside consultant, a forwarder-receiver of legal business, or one merely sharing office space. To be "of counsel," the lawyer must be an active WSBA member with a close, that is regular and frequent, continuing relationship with the firm, such as a retired or semi-retired former partner who remains available for consultation and advice.

Currency note

This opinion was issued in 1984 and amended in 2009. The amended text references the current Washington Rules of Professional Conduct (RPC 7.5 and 7.1). Later rule amendments or opinions may still have changed the analysis. Treat this page as historical context, not current guidance, and verify against the current rules before relying on any specific provision mentioned here.

Common questions

Q: Can lawyers who share office space but are not partners use "law offices" on a shared letterhead?

A: The committee said no. Under RPC 7.5(d), non-partners may not hold themselves out as partners; lawyers merely officing together must use separate letterheads, cards, pleading paper, and telephone listings, although they may share a telephone line.

Q: Can a solo practitioner with no associates advertise as "[Name] and Associates"?

A: The committee said no. It concluded that using "and associates" with no actual associates is inherently misleading, because the term implies other lawyers work for the named lawyer.

Q: Who can properly be listed as "of counsel"?

A: The committee said the designation fits only a lawyer with a close, regular, continuing relationship with the firm, such as a retired or semi-retired former partner who stays available for consultation; it does not fit a partner, associate, outside consultant, business forwarder, or office-sharer.

Q: Can a firm keep a deceased lawyer's name in the firm name?

A: The committee said a composite such as "Jones & Brown" is a misrepresentation where Jones is deceased and there was never a genuine Jones-Brown partnership, or where Brown's use of the name rests only on occupying Jones's former office space.

Background and rules framework

The opinion interpreted RPC 7.5 (Model Rule 7.5, firm names and letterheads), in particular RPC 7.5(d)'s bar on implying a non-existent partnership, together with RPC 7.1 (Model Rule 7.1, communications about a lawyer's services that are false or misleading). The committee framed each designation, "law offices," "and associates," and "of counsel," as a question of whether the name misleads the public about the lawyers' actual professional relationships.

Citations and references

Rules of Professional Conduct:

• Model Rule 7.5 / Washington RPC 7.5, 7.5(d) (firm names; implying a partnership that does not exist)
• Model Rule 7.1 / Washington RPC 7.1 (false or misleading communications about a lawyer's services)

See also

• WSBA Ethics Op. 1005: Non-Partner in the Firm Name
• WSBA Ethics Op. 1086: Solo Using 'Associates'
• ABA Formal Op. 90-357: The 'Of Counsel' Designation
• AL Ethics Op. 1993-11: 'Associates' in a Firm Name

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1521

Original opinion text

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

Advisory Opinion: 178
Year Issued: 1984
RPC(s): RPC 7.5(d), 7.1
Subject: Misleading Firm Names Are Prohibited

Conclusion: (1) Attorneys who are not partners may not hold themselves out as partners by using the term "law offices."

(2) It is inherently misleading for a sole practitioner to use the term "and associates" when there are in fact no associates.

(3) The "of counsel" designation can be used only in limited circumstances.

Discussion: An inquiry has been received as to whether sole practitioners sharing office space may use the same letterhead under the title, "Law offices of Smith, Jones and Black."

The Rules of Professional Conduct prohibit attorneys from holding themselves out as having a partnership with one or more other lawyers unless they are in fact partners. RPC 7.5(d).

The purpose of this rule is to avoid deceiving the public about a lawyer’s professional relationships.

In order to avoid any potential for misleading the public, lawyers merely officing together must have separate letterheads, cards, pleading paper and telephone listings, although they may use a common telephone line or number.

This rule has an advantage for lawyers who are not in fact partners, since it avoids potential claims that all members of the "law office" are liable for one member’s malpractice. Nothing in this opinion should be construed as prohibiting a true partnership from using the term "law offices" in the firm name.

Similarly, a lawyer should not use a fictitious composite such as "Jones & Brown" where Jones is deceased and either (a) there never existed prior to Jones’ death a genuine partnership between Jones and Brown or (b) Brown’s assumption of Jones’ name is based on his occupancy of the office space occupied by Jones prior to his death. This practice is a misrepresentation and should not continue.

(2) It is inherently misleading for a sole practitioner to use the term "and associates" when there are in fact no associates.

The use of the term "and associates" in a firm name implies that the named lawyer or lawyers have other attorneys working for them, which if true is not objectionable. If, however, there are no other lawyer employees, it is inherently deceptive to use the "and associates" designation.

(3) The "of counsel" designation can be used only in limited circumstances.

"Of counsel" is not the appropriate designation where the lawyer is a partner, associate, or an outside consultant, or a forwarder-receiver of legal business, or one merely sharing office space. To be listed as "of counsel," the lawyer must be an active member of the Washington State Bar Association and have a close, i.e. regular and frequent, continuing relationship with the lawyer or law firm, for example, the relationship of a retired or semi-retired former partner who remains available to the firm for consultation and advice.

[See RPC 7.1, 7.5]

[amended 2009]