Ethics Opinion

Opinion 93-7

FLORIDA BAR ETHICS OPINION
OPINION 93-7
May 15, 1994
Advisory ethics opinions are not binding.
Generally speaking, an attorney is not ethically precluded from practicing simultaneously
in two separate, bona fide law firms. There are, however, ethical concerns that could arise as a
result of an attorney’s practice in more than one firm. These concerns include problems of
deceptive conduct, misleading advertising, and attempts to evade rules imposing limitations on
the division of contingent fees.
RPC:
Opinions:
Misc.:

4-1.5(f)(4)(D), 4-7.1 [See current 4-7.13], 4-7.7 [See current 4-7.21], 4-8.4(a)
76-7; ABA Informal Opinions 1253, 83-1499
Handbook on Lawyer Advertising and Solicitation, Florida Bar Standing
Committee on Advertising; Rule 4, Florida Bar Procedures for Ruling on
Questions of Ethics

A member of The Florida Bar has requested an advisory ethics opinion. The operative
facts as presented by the inquiring attorney are as follows.
The inquiring attorney has formed a professional association with another Florida
attorney for the purpose of practicing entertainment law under a trade name. The second
attorney is also the sole shareholder in a white collar criminal defense firm. The inquiring
attorney requests an opinion on the ethical considerations involved in such an arrangement.
As a general rule, an attorney is not ethically precluded from practicing simultaneously in
two bona fide law firms. See Florida Ethics Opinion 76-7; ABA Informal Opinions 83-1499 and
1253. There are however, particular circumstances under which ethical problems could arise as a
result of an attorney’s membership in two firms.
For example, the Supreme Court of Florida has mandated that, in personal injury-type
cases (including medical malpractice cases) handled on a contingent fee basis, attorneys in
different firms must obtain court approval if they wish to share the fees in a proportion other than
25%-75% (i.e., no more than 25% to the “secondary” firm and no less than 75% to the “primary”
firm). Rule 4-1.5(f)(4)(D), Rules Regulating The Florida Bar. Under this rule, attorneys in two
different firms may co-counsel a medical malpractice case and share the fee on, for example, a
50%-50% basis only with the court’s approval. It would be improper for members of two
different law firms to form a third firm for the sole purpose of evading this fee-division rule. See
Rule 4-8.4(a). This does not appear to be an issue here since personal injury law is not involved.
Another example of how an attorney’s membership in two firms might be ethically
improper under some circumstances is the “parallel law firm” situation. In essence, this
arrangement is used in order to hide the true nature of the firm and its members. The Florida
Bar’s Standing Committee on Advertising has concluded that such intentional misleading
conduct violates Rules 4-7.1 and 4-7.7 [See current Rules 4-7.13 and 4-7.21]. In its Handbook
on Lawyer Advertising and Solicitation, the Standing Committee on Advertising addressed the

ethical considerations involved in a hypothetical firm arrangement by using the following
example:
The law firm of “Smith & Brown” creates a professional association solely for the
purpose of handling personal injury matters. “The Personal Injury Firm” would
be wholly owned by “Smith & Brown” or the shareholders of “Smith & Brown.”
The personal injury practice would have its own letterhead, and pleadings would
be signed in the name of the new entity. Business cards would contain the
attorney’s name and the new entity’s name when the attorney is handling a
personal injury matter. Separate books and records would be kept for the personal
injury practice. “Smith & Brown” would agree to provide the new entity with
employees, facilities, and equipment and in return the new entity would pay
“Smith & Brown” a fee based on the amount of profit earned by the new entity.
The new entity would be “parallel firm” to “Smith & Brown.” The committee
believes that the creation of a “parallel firm” appears contrary to 4-7.7 [See
current Rule 4-7.21] because it is deceptive and misleading contrary to 4-7.1. [See
current Rule 4-7.13]. Clients and prospective clients should know the full extent
of the nature of a firm’s practice. Such considerations are matters that play a
significant role when a prospective client decides which firm to hire. For
example, an insurance company may not wish to retain a firm that represents
personal injury plaintiffs, or vice versa.
A third example of potential impropriety could arise if a misleading trade name is used
by the proposed new firm. Use of a trade name such as “Entertainment Law Center” [not the
name proposed here] could be misleading, and thus violative of Rule 4-7.1 and 4-7.7 [See current
Rules 4-7.13 and 4-7.21], if it falsely suggests to the public that members of the trade name firm
limit their practice to entertainment law. Prospective clients could then reasonably infer that the
trade name firm’s members possess special skills and qualifications in the area of entertainment
law that may not be possessed by attorneys who have chosen not to limit their practice to one
area of the law, or that clients will be dealing with a firm whose members concentrate their
efforts totally in one area of the law, when in reality those attorneys handle not only
entertainment law matters but other types of cases as well.
In view of the considerations discussed above, it can be concluded that it will be ethically
permissible for the inquiring attorneys to participate in the proposed arrangement provided the
new specialty firm actually is organized and operated as a separate, bona fide law firm in
compliance with the attorney advertising rules and not for the sole purpose of evading the 25%75% fee-division rule.
(Although advertising issues have been mentioned in this opinion for illustrative
purposes, specific questions requiring interpretation or application of the advertising rules, Rules
4-7.1 through 4-7.7 of the Rules Regulating The Florida Bar [See current Rules 4-7.11 and 47.22], should be directed to the Bar’s Standing Committee on Advertising. See Rule 4, Florida
Bar Procedures for Ruling on Questions of Ethics.)