The Florida Bar
OPINION 79-1An attorney practicing as a professional association can participate, in the form of his corporation, as a partner in a partnership of attorneys.
September 27, 1979
September 27, 1979
CPR: EC 2-13
Vice Chairman Mead stated the opinion of the committee:
This inquiry involves the question of whether an attorney practicing as a professional association can participate, in the form of his corporation, as a partner in a partnership of attorneys.
This Committee found such a proposal to be improper in Opinion 71-58 [since withdrawn]. The rationale expressed at that time was that, while the traditional partnership of attorneys reflected a relationship clearly understood by the public, interjecting a corporate partner into this relationship "would surely lead to confusion and perhaps even some measure of deception because of the hybrid nature of the entity created." The Committee also relied on language similar to that found in EC 2-13 to the effect that a lawyer "should not hold himself out as being a partner or associate of a law firm if he is not one in fact."
The basic issue here is whether or not the proposed course of action is such that it will create the confusion that 71-58 was designed to prevent. In this connection, it must be noted that the number of attorneys practicing in professional associations has increased dramatically from 1971 to date, and the public has become aware of the use of the corporate form by lawyers. Further, in a partnership consisting of professional associations, unlimited liability exists as to each corporate partner; this should protect the clients' interests, as long as full disclosure is made, in dealing with that partner.
The majority of the Committee finds that as long as the professional corporation partners in the law firm partnership are clearly identified in all instances in which the names of the partners are listed, the likelihood of confusion arising out of this relationship, which may have existed eight years ago, is no longer strong enough to require us to dictate to any attorney the type of entity to be used by him in his practice of law. Accordingly, we find Opinion 71-58 no longer viable and it is hereby overruled.
A minority of the Committee takes the view that a combination of different entities in a single organization engaged in the practice of law would be misunderstood by the public and would require proscription of the proposed course of action in accordance with 71-58.