The Florida Bar
www.floridabar.org
PROFESSIONAL ETHICS OF THE FLORIDA BAR

OPINION 63-37
January 11, 1964

If an attorney participates with his clients in a corporation formed as a consulting service for prospective sponsors of condominium housing developments, the personnel of which would be lawyers and real estate brokers, and legal services are rendered to the consulting service and to its clients, ethical violations are probable and inevitable.

Caveat: The validity of this opinion may be affected by United Mine Workers v. Illinois State Bar Association, 389 U.S. 217 (1967).

Canons: 6, 27, 33, 35, 47

Chairman Smith stated the opinion of the committee:

A member of The Florida Bar states that a client of his office wishes to form a corporation for the purpose of furnishing a consulting service for prospective sponsors of condominium housing developments under the Florida Condominium Act. Personnel of the corporation will consist of lawyers and real estate brokers or salesmen. He mentions the names of two of the lawyers but does not indicate whether they are members of The Florida Bar. He indicates that the service rendered will include consultation from the initial planning stage through the sale of a dwelling unit. He further states that his firm expects to furnish legal representation to some of the clients of the consulting service and that he has been asked to act as a legal advisor to the service and as a director and stockholder.

Attention is directed to the provisions of Canons 6, 27, 33 and 47 respectively. They are published in Florida Statutes Annotated and elsewhere. Subject to receipt of further details concerning the plan and his expected participation, it is the opinion of the Committee that violation of one or more of the Canons mentioned is probable.

Of course, any attorney duly admitted to practice in this state can form a corporation and act as legal advisor to it. Further, he may also be a director and/or stockholder of the corporation. His inquiry suggests the possibility, however, of rendering legal advice not only to the corporation but also to its clients. Conceivably a conflict of interests could develop which could offend the provisions of Canon 6.

More importantly, he suggests that his firm expects to receive professional employment from clients of the consulting service. Canon 27 prohibits the solicitation of legal representation either directly or indirectly. A lawyer can be engaged in more than one business or profession but they must be kept separate and apart and no other business or professional interest should be used to obtain or channel professional work.

It seems inevitable that the consulting service will render legal service through its personnel, some of whom are lawyers possibly not admitted to practice in this State. There is a strong possibility that the service contemplated will, at least partially, constitute unauthorized practice of law. Canon 47 provides that no lawyer shall permit his professional services, or name, to be used in aid of unauthorized practice of law by any lay agency, personal or corporate.

One member of this Committee refers to Canon 33, which relates to partnerships and prohibits the formation of partnerships between lawyers and non-lawyers where any part of the partnership's employment consists of the practice of law. It is suggested that to become intimately connected with the corporation as suggested would offend the spirit of this Canon since the corporation will advise its clients about legal matters and will necessarily interpret and apply the provisions of the Florida Condominium Act.

[Revised: 08-24-2011]