The Florida Bar

Ethics Opinion

Opinion 68-33

July 12, 1968
Advisory ethics opinions are not binding.
A law firm that represents a railroad company should refrain from using company
stationery denoting the firm as division counsel, except in dealings directly with employees or
representatives of the railroad company. To include the designation “Law Department” on
company stationery used by private practitioners would be misleading.
Note: Lawyer advertising rules are now in Rules Regulating The Florida Bar 4-7.11
through 4-7.22.

27, 35

Chairman MacDonald stated the opinion of the committee:
The committee is asked whether it is appropriate for a member of The Florida Bar and his
firm, who represent a railroad company, being paid a monthly retainer for their services, to
utilize, in the course of correspondence in matters pertaining to the railroad, stationery of the
railroad company bearing beneath the name of the railroad company the legend “Law
Department,” the name of the community in question, and in smaller print the name of the firm
of the inquirer and the legend “Division Counsel.” Neither the inquirer nor his firm hold
themselves out to the public or to other lawyers as “Division Counsel” or in any similar capacity.
We are told that insofar as the inquirer is concerned, such designations are meaningful only
within the railroad organization and that the stationery is used principally, if not entirely, for
correspondence with the employees of the railroad.
In our Opinion 66-19 [since withdrawn], we emphasized the long-established view of this
Committee that it was improper for an attorney to hold himself out to the public as “General
Counsel” of a corporation unless he was, in fact, a full-time employee of the corporation.
Although there may be some distinction between “Division Counsel” and “General Counsel,” it
is our opinion that the inquirer has acted correctly and in accord with Opinion 66-19 in refraining
from holding himself out to the public or other lawyers as “Division Counsel,” because neither
he nor his firm are, in fact, employees of the railroad company. In the same light, it is our
judgment that he must similarly refrain from using the stationery in question, except in dealings
with employees or representatives of the railroad company.
Although we have some doubt that the use of the stationery for any purpose is really
necessary or desirable, so long as its use is confined to correspondence between the lawyer and
his client, and the designation of “Division Counsel” carried thereon has some meaningful value
to the lawyer or his client, it is our judgment that it may properly be used. However, it is our
judgment that stationery under no circumstances may properly include the designation “Law
Department” when utilized by a private practitioner who is not an employee of the railroad
company. The use of this phrase is significantly broader than the term “Division Counsel” and

can have no connotation other than the inescapable one that the writer of the letter is, in fact, an
employee of the railroad company. Inasmuch as this is clearly not the case, it is our opinion that
it would not be appropriate or proper for the stationery to include this phrase.