Inclusion of Name of Nonlawyer Partner in Firm Name
Assuming compliance with the requirements of Rule 5.4(b), the name of a nonlawyer partner may be included in the name of a law firm. However, the firm must make clear on firm stationery, business cards and professional listings that the nonlawyer partner is not a lawyer.
A lawyer may practice law in a partnership or other form of organization in which a financial interest is held or managerial authority is exercised by an individual nonlawyer who performs professional services which assist the organization in providing legal services to clients, but only if:This rule, unique to the District of Columbia, permits lawyers to form partnerships or other organizations in which nonlawyers have a financial interest—as partners or otherwise—so long as the specified conditions are met. On the basis of the representations made by the inquiring lawyer, it appears that those conditions are met in this case. The business of Smith & Jones will be limited to the provision of legal services to clients; Jones will undertake to comply with the Rules of Professional Conduct; Smith will undertake to assure that compliance; and these undertakings will be set forth in writing.
The next question is whether Jones’s name may appear in the firm name. Nothing in Rule 5.4 or the Comment to the Rule suggests that the name of a nonlawyer partner may not be included in a firm name. The question remains, however, whether the inclusion of the name of a nonlawyer in the name of a partnership or other organization devoted to the provision of legal services is inherently misleading. Rule 7.5(a) provides that “a lawyer shall not use a firm name, letterhead, or other professional designation that violates Rule 7.1.” Rule 7.1(a), in turn, provides in pertinent part that “a lawyer shall not make a false or misleading communication about the lawyer or the lawyer’s services. A communication is false or misleading if it: (1) Contains a material misrepresentation of fact or law, or omits a fact necessary to make the statement considered as a whole not materially misleading.”
In Opinion No. 45 (1978), issued under the former Code of Professional Responsibility, we held that the name of a nonlawyer could not appear in a law firm name. However, that opinion was based on a construction of DR 2-102(B) as explicitly limiting firm names to those of “lawyers in the firm.”1 And it was also influenced by the explicit prohibition of DR 3-103(A), which provided that “a lawyer shall not form a partnership with a non-lawyer if any of the activities of the partnership consist of the practice of law.”
Under the Rules of Professional Conduct now in effect, however, the situation is quite different. The traditional bar against partnerships with nonlawyers has been eliminated by Rule 5.4(b). And the detailed restrictions of the Code of Professional Responsibility with respect to names of firms have been replaced in Rule 7.1 with the general injunction not to mislead. In light of these changes, we believe that it is no longer misleading to include the name of a nonlawyer partner in the firm name of a partnership that is devoted to the provision of legal services to clients and that complies in all other respects with Rule 5.4(b). The firm name of a law firm constitutes an implicit representation that the firm is engaging in legal services, but, given Rule 5.4(b), it does not inherently constitute a representation that every partner in the firm is a lawyer.
Nonetheless, we believe that if the name of a nonlawyer partner is included in the firm name, there is some possibility of misunderstanding unless an appropriate disclosure is made. In such a case the firm must make an appropriate disclosure, on firm letterhead, business cards, and professional listings, that the firm includes a nonlawyer partner. If individual names are not listed on the letterhead, the fact that a nonlawyer is a name partner must be indicated in some fashion—e.g., by adding the phrase “a partnership including a nonlawyer” after the firm name.2 Of course, in any case, if individual names are listed on the letterhead, business card or firm listing, any listed nonlawyer partner should be identified in an appropriate manner—e.g., “investigator,” “firm administrator,” “economist”—that makes clear that he or she is not a lawyer. See Opinion No. 38 (July 19, 1977) (nonlawyer patent agent employed by law firm may be listed on firm letterhead followed by the designation “patent agent”); ABA Informal Opinion 89-1527 (Feb. 22, 1989) (nonlawyer executive director may be listed on firm letterhead and business cards, so long as listing makes clear that person is a nonlawyer or responsible only for administration of the office).
Inquiry No. 92-11-46