Can a corporation owned by lawyers provide legal research services to other attorneys and law firms without engaging in the corporate or unauthorized practice of law?

Plain-English summary

The Committee was asked to opine on a proposed legal research service to be rendered by a corporation formed by members of the West Virginia State Bar. The corporation would provide legal research only to licensed attorneys and law firms, would limit itself to serving the legal profession, and the research would be performed by licensed attorneys, whether as officers or employees of the corporation or by research sources.

The initial question the Committee identified was whether the proposed service would constitute the "corporate practice of law" prohibited in West Virginia. It noted that W. Va. Code § 30-2-5 generally bars the practice of law by any corporation or voluntary association, with stated exceptions (partnerships of licensed attorneys, corporations engaged in examining and insuring titles to real property, and corporations employing attorneys solely in the affairs of the corporation), and that W. Va. Code § 30-2-5a provides for legal corporations and the rendering of professional services by corporations that comply with that statute. The Committee observed that whether a corporation violates the statute governing practice of law is not strictly within its jurisdiction, but that consideration of the proposed firm required it to consider the possible implication of corporate practice of law.

The Committee concluded that, so long as the service is limited to attorneys and the corporation itself does not furnish services or counsel to the public, hold itself out to the public as entitled to practice law, use or advertise the title of lawyer or attorney, convey the impression that it is a legal practitioner, or maintain a law office, then it is not engaged in the unlawful practice of law as defined by statute and by the West Virginia Supreme Court of Appeals in State Bar v. Earley. It pointed to longstanding research services in adjoining states, such as National Legal Research Group, Inc. of Charlottesville, Virginia (founded in 1969), and a similar Ohio organization, and noted that the growth of legal research organizations and services such as Westlaw reflects the profession's need for access to competent research as law grows more complex and specialized.

The Committee held that the proposed legal research service appears to fill a niche and provide practicing attorneys with necessary tools to serve the public. So long as the contemplated research service is limited to the legal profession and not to business or the public, and is not advertised or held out in any manner to provide such services to the public at large or outside the legal profession, providing the service is proper.

Currency note

This opinion was issued in 1984, before West Virginia replaced its Code of Professional Responsibility with the Rules of Professional Conduct, effective January 1, 1989, and before later rule revisions, including the comprehensive 2015 amendments. Subsequent rule amendments, statutory changes, 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 lawyers form a corporation to sell legal research to other lawyers?

A: Yes. The opinion concluded that providing a legal research service through a corporation formed by State Bar members is proper, provided the service is limited to licensed attorneys and law firms and performed by licensed attorneys.

Q: What kept the arrangement from being the unauthorized or corporate practice of law?

A: The opinion held the corporation must not furnish services or counsel to the public, hold itself out as entitled to practice law, advertise the title of lawyer or attorney, convey the impression it is a legal practitioner, or maintain a law office; confined to serving the legal profession, it is not engaged in unlawful practice.

Q: Could the service be marketed to the general public or to businesses?

A: No. The opinion conditioned its conclusion on the service being limited to the legal profession and not to business or the public, and not advertised or held out in any manner to the public at large or outside the legal profession.

Background and rules framework

The opinion turned on West Virginia's statutory prohibitions against the unauthorized and corporate practice of law rather than on a specific Disciplinary Rule. It construed W. Va. Code § 30-2-5 (barring practice of law by corporations and voluntary associations, with exceptions) together with § 30-2-5a (legal corporations) and the definitions of the practice of law in § 30-2-4 and the West Virginia Code. It identified the basic purpose of those prohibitions as protecting the public against incompetent persons and preserving the lawyer-client relationship, and applied the unauthorized-practice definition from State Bar v. Earley.

Citations and references

Statutes:

• W. Va. Code § 30-2-5 (prohibition against practice of law by corporations and voluntary associations, with exceptions)
• W. Va. Code § 30-2-5a (establishment of legal corporations and rendering of professional services)
• W. Va. Code § 30-2-4 (engaging in the practice of law without a license)

Cases:

• State Bar v. Earley, 144 W. Va. 504, 109 S.E.2d 420 (1959), definition of the practice of law

Other references:

• National Legal Research Group, Inc., Charlottesville, Virginia (founded 1969), cited as a typical example of an attorneys-only research service; a similar organization in Ohio; and Westlaw, cited as evidence of the profession's need for research facilities

See also

• WVSB Ethics Op. 85-2: Prosecutor's office is not a "law firm" for imputed disqualification
• WVSB Ethics Op. 84-5: Conflicts of prosecutors in the same private law firm

Source

• Landing page: https://wvodc.org/Legal-Ethics-Opinion
• Original PDF: https://storage.googleapis.com/msgsndr/Rgd68xOkcVdteTsBkf6O/media/66a7ea7d3c9fe0ff5945e808.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain; the linked PDF is authoritative.

L.E.I. 84-3

(November 30, 1984)

LEGAL RESEARCH SERVICE

A request has been made to the Committee on Legal Ethics for an advisory opinion respecting a proposed legal research service. The proposal contemplates a legal research service to be rendered by a corporation formed by members of The West Virginia State Bar. The corporation will provide legal research services for licensed attorneys and law firms and will be limited to serving the legal profession. The research will be performed by licensed attorneys, either as officers or employees of the corporation, or by research sources. It is to be noted that legal research services have for a long period of time been offered by organizations in adjoining states to West Virginia. In addition, legal publications concerns offer computer-type research in providing citations and case references on specific points of law.

An initial question arises as to whether the proposed service constitutes "corporate practice of law" and, as such, would be prohibited in West Virginia, except where such corporations comply with applicable statutes. West Virginia Code § 30-2-5 contains the prohibition against practice of law by any corporation or voluntary association, except by partnerships composed of licensed attorneys, corporations engaged in examining and insuring titles to real property, and corporations employing attorneys solely in the affairs of the corporation. West Virginia Code § 30-2-5a provides for the establishment of legal corporations and the rendering of professional services by such corporations that comply with the requirements of that statute. The Committee on Legal Ethics recognizes that a violation of the applicable statute governing practice of law by a corporation is not strictly within its jurisdiction. However, in this specific instance, proper consideration of the proposed legal research firm necessitates consideration of the possible implication of practice of law by a corporation.

As stated, the contemplated service would be limited strictly to providing of legal research to properly licensed and practicing lawyers and law firms. As previously noted, such service has been provided for many years in adjoining states and by corporate bodies. A typical example is the service provided by National Legal Research Group, Inc., a corporation situate in Charlottesville, Virginia. This group was founded in 1969. Its services are limited to attorneys. Similar services are offered by an organization in the state of Ohio. It is clear that so long as the service is limited to attorneys and the corporation itself does not furnish such services or counsel to the public or hold itself out to the public as being entitled to practice law, and does not in any other manner assume, use or advertise the title of lawyer, attorney, counselor at law, or the equivalent, or in any language or manner conveys the impression that it is a legal practitioner of law, or in any manner advertises that it either by itself or with other persons owns, conducts or maintains a law office, then it is not engaged in the unlawful practice of law as defined by W. Va. Code § 30-2-5 or engaged in the practice of law without a license as defined in W. Va. Code § 30-2-4. The practice of law is further defined in West Virginia Code, Volume 1A, page 267. See also State Bar v. Earley, 144 W. Va. 504, 109 S.E.2d 420 (1959).

The basic purpose of the prohibitions against unauthorized practice of law and corporate practice of law is protection of the public, both against incompetent persons and to ensure such protection by control of the Bar. There is further the desirable and, in fact, necessary purpose of maintaining the client-lawyer relationship that is essential to proper legal representation and the rendering of legal services. The increasingly rapid development of change and complexity in the law of today almost daily points out the necessity of having access to competent basic information and research facilities. Part of this is the growth of specialization and the need of assistance from qualified specialists. Much of the practice of law today involves use of competent specialists in accounting, engineering, medicine, environment, taxation, business, estate planning, management and business planning. Few law firms can provide all of the specialists or the writing and analytical abilities to utilize such specialties, and properly make this type service available to courts and clients. The growth of legal research organizations and services such as Westlaw indicates the need and efforts to fulfill these needs.

The proposed legal research service appears to fill a niche and provide practicing attorneys with necessary tools to properly serve the public. So long as the contemplated research service is limited to the legal profession and not to business or the public and is not advertised or held out in any manner to provide such services to the public at large or outside of the legal profession, then it is the opinion of this Committee that the providing of such service is proper.