Opinion 92-13
(September 1992)

You have asked the Professional Guidance Committee for opinions on several questions arising from your simultaneous practice of employment law and operation of a human resources business (business). You have advised the Committee that the work performed by the human relations business does not require a law degree. You have asked the following questions:
 
1.  Under what circumstances, if any, may you accept legal work from clients of the business?
 
2.  May you serve as in-house general counsel for the business, solely to give advice to the business, but not to the business' clients?
 
3.  Under what circumstances, if any, may you refer clients for whom you perform legal services, to the business?

Your questions implicate the following rules of professional conduct:

Rule 1.6 Confidentiality of Information

Rule 1.7 Conflict of Interest: General Rule

Rule 1.8 Conflict of Interest Prohibited Transactions

Rule 5.4 Professional Independence of a Lawyer

Rule 5.5 Unauthorized Practice of Law

Rule7.3 Direct Contact with Prospective Clients

Addressing the specific questions which you asked:

1. Your recommendation in your business capacity of yourself in your legal capacity has the potential of violating Rule 7.3(a) which provides that a lawyer may not solicit, in person or by an intermediary, professional employment from a perspective client with whom the lawyer has no family or prior professional relationship. You need to consider whether the representation would be limited by reason of your own interest (see Rule 1.7(b)). And, of course, you may not share fees between your legal business and your other business (Rule 5.4 prohibits sharing of fees with a non-lawyer).

2. There is no ethical inhibition to your serving as in-house general counsel for the business.

3. You may refer clients in need of human resource consulting work to the business. However, you must disclose to the clients your contact with the business. You must be conscious of the confidentiality of information relating to the representation of the client in the practice of law (Rule 1.6) and the prohibition in Rule 1.8 against entering into a business transaction with a client without complying with the requirements of that rule.

Finally, the Committee has a concern that the business not be engaged in the unauthorized practice of law since a lawyer may not aid a non-lawyer in the unauthorized practice of law (Rule 5.5).

   

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.