Ethics Opinion 244
在公司名称中包含非澳门赌场官网合伙人的姓名
假设符合规则5的要求.(b)澳门赌场官网事务所的名称中可以包括非澳门赌场官网合伙人的名称. However, 公司必须在固定的信纸上写明, 名片和职业列表表明非澳门赌场官网合伙人不是澳门赌场官网.
Applicable Rules
- Rule 5.4(b) (Practice with Nonlawyers)
- Rule 7.5 (Firm Names and Letterhead)
Inquiry
The inquiring lawyer, whom we will refer to as Smith, 是哥伦比亚特区的唯一执业医师. 他提议与一位非澳门赌场官网合伙, whom we will refer to as Jones, 为客户提供人身伤害和财产损害案件的法律服务. Jones, an experienced investigator, will provide various investigative services such as photographs of accident scenes and interviews of clients and witnesses. He will also perform nonlegal research and provide administrative assistance in preparation of cases for trial and settlement negotiations. 这些支持服务将仅与史密斯的法律业务有关. Smith and Jones will enter into a written agreement that will specify that the sole purpose of the partnership is the provision of legal services to clients; that Jones will abide by the Rules of Professional Conduct; and that Smith will undertake to be responsible for Jones’s compliance.
拟议中的合伙企业将被命名为“史密斯” & Jones” or “Smith & Jones Associates.” Alternatively, Smith may form a professional corporation, which would be called “Smith & Jones, P.A.这样一家专业公司将归史密斯所有, 琼斯将与公司签订合同, as well as Smith individually, 为他提供非法律服务以换取一定比例的费用. 琼斯将被指定为公司实体的“首席行政官”.
Discussion
The questions posed by the inquiry are (1) whether the proposed arrangement comports with Rule 5.4(b); (2) whether the name of Jones, the nonlawyer, may be included in the firm name; and if so, (3) whether the firm must take affirmative steps to make clear to clients and prospective clients that Jones is not a lawyer.
首先，我们发现提议的安排符合规则5.4(b), which provides:
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:
(1) The partnership or organization has as its sole purpose providing legal services to clients;
(2) All persons having such managerial authority or holding a financial interest undertake to abide by these rules of professional conduct;
(3) The lawyers who have a financial interest or managerial authority in the partnership or organization undertake to be responsible for the nonlawyer participants to the same extent as if nonlawyer participants were lawyers under Rule 5.1;
(4)上述条件以书面形式规定.
This rule, 哥伦比亚特区独有的, 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. 根据询问澳门赌场官网的陈述, 在这种情况下，这些条件似乎都满足了. 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.
下一个问题是琼斯的名字是否会出现在公司名称中. 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.第5(a)条规定“澳门赌场官网不得使用事务所名称, letterhead, 或其他违反规则7的专业名称.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), 根据前《澳门赌场官网》发出, 我们认为非澳门赌场官网的名字不能出现在澳门赌场官网事务所的名字中. 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 同时也受到DR 3-103(A)明确禁止的影响, 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. 规则5取消了与非澳门赌场官网合伙的传统限制.4(b). And the detailed restrictions of the Code of Professional Responsibility with respect to names of firms have been replaced in Rule 7.我有不误导的一般禁令. 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, 我们认为，如果公司名称中包含非澳门赌场官网合伙人的名字, 除非作出适当的披露，否则有可能产生误解. 在这种情况下，公司必须作出适当的披露, on firm letterhead, business cards, and professional listings, 公司里有一个非澳门赌场官网合伙人. 如果个人的名字没有列在信头上, 非澳门赌场官网是冠名合伙人这一事实必须以某种方式加以说明.g.在公司名称后面加上“包括非澳门赌场官网在内的合伙企业”.2 Of course, in any case, 如果每个人的名字都列在信头上, business card or firm listing, 任何被列入名单的非澳门赌场官网合伙人都应以适当的方式加以确认.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, (非澳门赌场官网身份的执行董事可以在抬头牢固的信纸和名片上列出, so long as listing makes clear that person is a nonlawyer or responsible only for administration of the office).
Inquiry No. 92-11-46
Adopted: November 23, 1993
1. DR 2-102(B), in pertinent part, “私人执业的澳门赌场官网不得使用商业名称执业, a name that is misleading as to the identity of the lawyer or lawyers practicing under such name, or a firm name containing names other than those of one or more of the lawyers in the firm.” (emphasis added).
2. 我们没有触及什么披露的问题, if any, need be made in the case of a firm in which a nonlawyer is a partner but is not included in the firm name and is not listed on the letterhead.
