Can a law firm hire out its nonlawyer IT staff to other law firms for profit?

Plain-English summary

The inquiring law firm had several nonlawyer employees skilled in computer and information technology. Other firms wanted to hire those employees for their administrative projects, and the inquiring firm wanted to provide the employees' services to other firms for a profit to itself.

The committee opined that it would be permissible under the Rules of Professional Conduct for the firm to hire out its computer and IT employees to other firms for profit, provided the firm complies with RPC 5.4(a) and (b), 5.3, and 1.8(a). It said RPC 5.3 required the firm to put measures in place giving reasonable assurance that the computer and information employees maintain confidences under RPC 1.6 and, more generally, that their conduct is consistent with the professional obligations of the firm's lawyers. The committee noted that confidentiality and non-disclosure agreements were among the steps the firm could take to address confidentiality under RPC 5.3, but it declined to opine on the adequacy of those measures.

Because the inquirer's third and fourth questions were predicated on a negative response to the first question, the committee did not consider them, and it offered no opinion on the obligations of the hiring firm.

Currency note

This opinion was issued in 2000, 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 Treat this page as historical context, not current guidance.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.

Common questions

Q: Could a law firm rent out its nonlawyer IT employees to other firms for a profit?

A: Yes. The committee concluded it would be permissible under the Rules of Professional Conduct, provided the firm complies with RPC 5.4(a) and (b), 5.3, and 1.8(a).

Q: What did RPC 5.3 require the firm to do about confidentiality?

A: The committee said RPC 5.3 required the firm to put measures in place giving reasonable assurance that the employees maintain client confidences under RPC 1.6 and that their conduct is consistent with the firm's lawyers' professional obligations. It identified confidentiality and non-disclosure agreements as among those steps but did not opine on their adequacy.

Q: Did the committee address the duties of the firms that hire the employees?

A: No. The committee offered no opinion on the obligations of the hiring firm, and it did not consider the inquirer's third and fourth questions because they assumed a negative answer to the first.

Background and rules framework

The opinion applies the Washington rules on nonlawyer relationships and confidentiality, which track their Model Rule counterparts. RPC 5.4(a) and (b) (Model Rule 5.4) govern fee-sharing and partnership with nonlawyers and protect professional independence; RPC 1.8(a) (Model Rule 1.8) governs business transactions; RPC 5.3 (Model Rule 5.3) requires reasonable measures to ensure nonlawyer assistants' conduct is compatible with the lawyer's obligations; and RPC 1.6 (Model Rule 1.6) governs confidentiality. The committee framed the arrangement as permissible so long as those rules are met, while declining to assess the adequacy of any particular safeguard.

Citations and references

Rules of Professional Conduct:

• Model Rule 5.4 / Washington RPC 5.4(a), 5.4(b) (professional independence; nonlawyer relationships)
• Model Rule 5.3 / Washington RPC 5.3 (responsibilities regarding nonlawyer assistants)
• Model Rule 1.8 / Washington RPC 1.8(a) (business transactions)
• Model Rule 1.6 / Washington RPC 1.6 (confidentiality of information)

See also

• WSBA Ethics Op. 1116: Collection-Agency Documents, Lawyer Review
• WSBA Ethics Op. 1848: Outside Agency Maintaining a Computer Network
• WSBA Ethics Op. 1143: Salaried Nonprofit Lawyer, Fee-Sharing
• WSBA Ethics Op. 1266: Auditing a Former Partner's Client Files

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=1162

Original opinion text

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

Advisory Opinion: 1922
Year Issued: 2000
RPC(s): RPC 1.6; 1.8(a); 5.3; 5.4(a); 5.4(b)
Subject: The hiring out by a law firm of nonlawyer staff to other law firms

[Editor's Note; Ethics inquiry #1922 concerns the hiring out of non-lawyer computer and information technology employees as consultants to other law firms.]

The Committee has reviewed your inquiry and determined the following:

The inquiring law firm wrote that several of its non-lawyer employees are skilled in computer and information technology. Other law firms are interested in hiring these employees for their administrative projects. The inquiring firm would like to provide the services of its computer information and technology employees to other firms for profit to the inquiring firm.

The committee opined that it would be permissible under the Rules of Professional Conduct for the inquiring firm to hire out to other firms computer and information technology employees of the inquiring firm, for profit, provided that the inquiring firm complies with RPC 5.4(a) and (b), 5.3 and 1.8(a). RPC 5.3 requires the inquiring firm to put in place measures giving reasonable assurance that its computer and information employees maintain confidences under RPC 1.6 and, more generally, to insure that their conduct is consistent with the professional obligations of lawyers in the firm. Confidentiality and non-disclosure agreements, mentioned in the inquirer’s second question, are among the steps that the inquiring firm may take to address confidentiality in the context of RPC 5.3. However, the committee does not opine on the adequacy of these measures under the Rules of Professional Responsibility. Because the third and fourth questions are predicated on a negative response to the first question, the committee does not consider them. Finally, the committee offers no opinion based on the inquiry as to the obligations of the hiring firm.