Ethics Opinion 1220

By Ethics Opinions

Ethics Opinion 1220

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Topic: Falsely advertising a partnership among law firms

Digest: Separate and independent law firms may not form a PLLC and advertise themselves as members of “ABC Law Group PLLC” because (i) the name would be a false, deceptive or misleading trade name, (ii) the name would be misleading as to the identity of the lawyers practicing under that name, and (iii) the name would falsely imply that the separate firms were practicing law in association with each other.

Rules: 1.0(h), 7.1(c)(2), 7.5(b) & (c)

FACTS
1. The inquirer proposes to bring together separate law firms into a professional limited
liability corporation (“PLLC”), which we shall call “ABC Law Group PLLC.” The member law
firms in ABC Law Group PLLC will sign an operating agreement that will set forth various terms
and conditions of membership. Under this proposal, ABC Law Group PLLC will maintain a
website describing the services provided by the group as a whole and offering a profile of each
separate member firm. Each firm’s profile will be linked to the member firm’s own website.
Visitors to the ABC Law Group PLLC website who click on a link to a member firm’s website
will be advised that they are leaving the ABC Law Group PLLC website.

2. Each individual PLLC member’s letterhead (and other written materials, including
engagement letters) will include the words “Member Law Firm” under the name and trademark of
ABC Law Group LLC. Client engagement letters will be between the client and the member law
firm, not ABC Law Group PLLC. All billing will be done by the member law firms. Member firms
may collaborate with each other, and each attorney in a member firm must be insured under a
member law firm’s malpractice policy.

QUESTION
3. Is ABC Law Group PLLC a permissible name? Will ABC Law Group PLLC be considered
a “law firm” for the purpose of conflict-of-interest rules?

OPINION
4. Under Rule 7.5(b) of the New York Rules of Professional Conduct (“Rules”) as amended
effective June 24, 2020, lawyers are permitted to practice under a trade name so long as the name
is not false, deceptive or misleading. See N.Y. State 1207 (2020). Here, we have no reason to
conclude that, in isolation, the “ABC” portion of the proposed PLLC name violates Rule 7.5(b).
Rather, it is the combination of “Law Group” and “PLLC” in the name that violates Rule 7.5(b).
This is so because Limited Liability Company Law §1203(b) requires that all members of a PLLC
must be individuals who are professionally licensed in New York and who practice their profession
within the PLLC.

5. Thus, the combination of “PLLC” together with “ABC Law Group” necessarily implies
that it is formed to practice law and that the members of the PLLC are associated for that purpose.
As the inquiry makes clear, however, that is not the case. Rather, the PLLC members are not
practicing law within the PLLC, the PLLC does not enter into engagement agreements with clients,
and the PLLC does not bill clients or undertake legal work on their behalf. Accordingly, by
implying that the members of the PLLC are associated in the practice of law when they are not,
the use of ABC Law Group PLLC as a firm name violates Rule 7.5(b)(1), which provides that a
lawyer or law firm shall not practice under a “false, deceptive or misleading trade name” and Rule
7.5(b)(3), which provides that a lawyer or law firm shall not practice under, “a name that is
misleading as to the identity of the lawyer or lawyers practicing under such name.”

6. In addition, Rule 7.5(c) provides:

Lawyers shall not hold themselves out as having a partnership with one or more
lawyers unless they are in fact partners.

7. A law “partnership” is a form of law firm. The term “law firm” is defined in Rule 1.0(h)
as follows:

(h) “Firm” or “law firm” includes, but is not limited to, a lawyer or lawyers in a law
partnership, professional corporation, sole proprietorship or other association authorized to practice law; or lawyers employed in a qualified legal assistance organization, a government law office, or the legal department of a corporation or other organization.

8. Comment [5] to Rule 7.5 builds on Rule 1.0(h) by elaborating on the prohibition against
misrepresenting the business relationship among lawyers. Comment [5] states:

Lawyers may not imply or hold themselves out as practicing together in one firm
when they are not a “firm” as defined in Rule 1.0(h) because to do so would be
false and misleading. In particular, it is misleading for lawyers to hold
themselves out as having a partnership with one or more lawyers unless they
are in fact partners.
It is also misleading for lawyers to hold themselves out as
being counsel, associates, or other affiliates of a law firm if that is not a fact, or
to hold themselves out as partners, counsel or associates if they only share
offices. Likewise, law firms may not claim to be affiliated with other law firms
if that is not a fact. [Emphasis added.]

9. Thus, lawyers who share office space but have no professional association with each other
may not use a designation such as the “777 Lawyers Group” because that would deceive the public
about the business status of the lawyers. See N.Y. City 82-44 (1982). (Opinion 82-44 also noted3
that the designation “777 Lawyers Group” was at that time an “impermissible trade name” under
the predecessor to Rule 7.5(b) – but that objection would not apply today.)

10. Nor would our conclusion change if the proposed PLLC and its website were viewed
merely as a vehicle for joint advertising. Rule 7.1(c)(2) provides that an advertisement shall not:

(2) include the portrayal of a fictitious law firm, the use of a fictitious name to
refer to lawyers not associated together in a law firm, or otherwise imply that
lawyers are associated in a law firm if that is not the case.

11. Because we have determined that establishing an association of separate law firms in a
PLLC to be named “ABC Law Group PLLC” would violate Rules 7.1(c)(2), 7.5(b), and 7.5(c), we
do not reach the second issue posed by inquirer, as to whether that association would be deemed
to constitute a single law firm for conflict of interest purposes. However, law firms forming
associations should be aware that some forms of association among separate firms may be deemed
to be a single law firm, and therefore all member firms may be required to check for conflicts with
all other firms. See N.Y. State 876 (2011) (“Conflicts of interest will be imputed to all lawyers in
all firms with which a lawyer is associated as a partner, associate or of counsel”); N.Y. City 2000-
4 (2000) (“affiliated” attorneys or law firms “must consider themselves as one unit for conflict
clearing purposes”).

CONCLUSION
12. Separate and independent law firms may not form a PLLC and advertise themselves as
members of “ABC Law Group PLLC” because (i) the name would be a false, deceptive or
misleading trade name, (ii) the name would be misleading as to the identity of the lawyers
practicing under that name, and (iii) the name would falsely imply that the separate firms were
practicing law in association with each other.

(01-21)

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