Opinion 2001-5
(April 2001)

The inquirer asks if there are any ethical limitations or conflicts with an attorney practicing as a member or partner of different firms that trade under different names simultaneously.

The following Pennsylvania Rules of Professional Conduct are implicated in the inquiry: Rule 1.6 Confidentiality of Information, Rule 1.7 Conflicts of Interest, Rule 1.10 Imputed Disqualification, Rule 7.1 Communications Concerning a Lawyer's Service and Rule 7.5 Firm Names and Letterheads.

The Committee finds that there is nothing unethical in the Rules per se about an attorney practicing as a partner or member in more than one law firm at the same time. In past Opinion 89-19, the Committee approved of an attorney being a member of one law firm and a partner or "Of Counsel" to another at the same time. The same reasoning applies to this present inquiry.

However, if an attorney is a participant of more than one firm at a time, be it as an associate, of counsel, partner or shareholder, Rule 1.7 requires that an ongoing conflict of interest check must be done between the clients not only of each firm, but also between the clients of the other firm(s) with which the attorney is associated. The conflict of interest check between firms is required because of imputed disqualification under Rule 1.10. That Rule provides (with very limited exception), that the conflict of one member of a firm becomes the conflict of all members of a firm. Thus, if an individual is a member of more than one firm, it follows under the Rule that the conflict of any member of any of the involved firms becomes the conflict of all the members of the involved firms. Moreover, since there are different firms involved, the dictates of client confidentiality under Rule 1.6 require that each firm obtain a client's or potential client's permission to circulate enough information outside the firm to the other firms involved in order to do the required conflicts check.

Regarding the use of different trade names for the firms that have the shared member or partner, providing they are in fact separate entities nothing prohibits the use of trade names. The names must each comply with the requirements of Rule 7.5. However, of greater concern is the potential for misleading a client into thinking he or she is establishing a professional relationship with only one specific firm, when in fact, at least for purposes of a conflict of interest check, the client is getting involved with several. Non-disclosure of the multiple firm relationships could be considered misleading under Rule 7.1a. Accordingly, the Committee advises that any attorneys in any firm who are also members or partners in other firms have this clearly noted on listings such as stationary and announcements which indicate which members of the firm are members of other firms, and what those other firms are, somewhat akin to the manner in which lawyers now "legend" their state bar admissions.

The Committee normally limits itself to questions of ethical conduct. However, it would like to point out that the proposed arrangement also gives rise to questions about the substantive fiduciary obligations that any participant in a law firm has to the other participants. These obligations can be significantly impacted by being a participant in more than one firm and the Committee urges the inquirer to research these issues carefully before proceeding.

 

The Philadelphia Bar Association's Professional Guidance Committee provides, upon request, advice for lawyers facing or anticipating facing ethical dilemmas. Advice is based on the consideration of the facts of the particular inquirer's situation and the Rules of Professional Conduct as promulgated by the Supreme Court of Pennsylvania. The Committee's opinions are advisory only and are based upon the facts set forth. The opinions are not binding upon the Disciplinary Board of the Supreme Court of Pennsylvania or any other Court. They carry only such weight as an appropriate reviewing authority may choose to give it.