The Florida Bar

Ethics Opinion

Opinion 63-37

January 11, 1964
Advisory ethics opinions are not binding.
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).

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.