Ethics Opinon 1975-16

October 22, 1975

SUBJECT: LETTERHEAD

I
QUESTION PRESENTED

An attorney who is admitted to practice in California lists a California office address and also a Tijuana, B.C., Mexico branch office address on his letterhead. It is not known whether he is licensed to practice in Mexico. May the attorney ethically show such Tijuana listing on his letterhead?

II
SUMMARY

The attorney may list the Tijuana office on his letterhead only if he is licensed to practice law according to the laws of Mexico or if it is the bona fide office of an associate licensed to practice in Mexico and if the office regularly conducts business of the California attorney at the Tijuana office. However, the attorney's letterhead must clearly indicate to the public that the associate is license to practice in Tijuana.

III
STATUTES AND CANONS

Rule 2-103 of the Rules of Professional Conduct of the State Bar of California allows the letterhead of a member of the State Bar to identify himself by name and as a lawyer, and giving his addresses, telephone numbers, and the name of the law firm, his associates, and any information permitted under Rule 2-106. Rule 2 precludes solicitation of professional employment by advertisement or otherwise.

Cannon 41 provides that a lawyer must endeavor to rectify the results of deception and must not knowingly be guilty of any misrepresentation. Canon 33, although primarily concerned with partnerships among lawyers, declares that where partnerships are formed between lawyers who are not all admitted to practice in the Courts of a given state, care should be taken to avoid any misleading name or representation which would create a false impression as to the professional position or privileges of the member not admitted in the given state.

IV
FORMAL OPINIONS

The Committee on Professional Ethics of the American Bar Association has on several occasions considered substantially the same question presented. Formal Opinions 115 and 256 indicate that an attorney listed on a letterhead with branch offices in two separate jurisdictions represents to the public that he is licensed to practice in both jurisdictions.

In Formal Opinion 115 decided August 27, 1934, attorney A was licensed and practicing in Minnesota, and attorney B was licensed and practicing in North Dakota. They attempted to form an association using both their names when actually there was no real association between them, and in fact, each handled cases in their own states and in the border towns in which they practiced. The Committee concluded:

"The practice is improper in that it is a representation that A is authorized to practice law in North Dakota; that B is authorized to practice law in Minnesota; and that A and B are in partnership when none of the facts support the representations."

Opinion 81, as cited in Opinion 115, discussed misrepresentation in the above context at length: MISREPRESENTATION BY A LAWYER IS A CARDINAL PROFESSIONAL SIN. Of course, no canon expressly states that lawyers will not knowingly make misrepresentations, but neither does any canon expressly state that a lawyer shall not steal property entrusted to him by a client. If, however, it is necessary to cite canonical authority for the proposition that a lawyer must not knowingly be guilty of any misrepresentation, such authority will be found in Canon 41 which provides that the lawyer must endeavor to rectify the results of deception. If he must endeavor to rectify the results of deception practiced by others, it is certainly implied that he must himself be free from all deception. So fundamental is this requirement that the lawyer must abstain from all acts of deception, that he is also required to abstain from all acts which might tend to mislead.

The property of the lawyer's conduct does not hinge on the fact that he confines his practice within its legal limitations. It hinges upon the representations that he makes to the public as to the sphere within which he is entitled to practice. The terms "Attorney" and "Counselor" are generally understood to indicate that the person using such terms has been admitted to the general practice of law in the locality where he holds himself out as an attorney or counselor. Consequently, unless these terms are qualified to show that the lawyer in question is entitled to practice law only in a limited sphere, they are used by him as a misrepresentation calculated to mislead the public."

In Formal Opinion No. 256 the Committee held:

"There is no impropriety in listing in a law directory the professional card of a law firm, the members of which are not all admitted to practice in the State where their card is published, provided all representations of the firm name to the public make clear the states in which the members of the firm are licensed to practice.

"We see no impropriety in this relationship by the firm being so constituted providing the letterhead, listings and all other representations of the firm name to the public make it clear which members of the firm are licensed to practice only in Washington or wherever the branch office may be located."

See Drinkers LEGAL ETHICS, page 205, 230, 269.

V
INFORMAL OPINIONS

Informal opinions A-127 and 821 specifically provide that it is not proper for a letterhead to state that a lawyer is admitted to practice in another state. In Informal Opinion 830, an attorney licensed to practice in State A opened an office in State A under his name, but the office was maintained by a State B firm and the fees earned and collected by the State A office were paid to the State B firm. The opinion stated that the arrangement would mislead the public and would in effect be permitting the State B partnership to practice law in State A, when they are not licensed to practice in that state, and that such an arrangement would violate the Canons of Professional Ethics.

In Informal Decision No. C-702 cited in Informal Decision 380, the Committee stated that it would be improper to maintain an office in a state under a partnership name which includes the names of the partners not licensed to practice in that state.

Opinion No. 293 of the Los Angeles County Bar Committee on Legal Ethics states that a letterhead containing other than the lawyer's name, firm name, address, telephone number, and similar items is improper as solicitation and advertising in violation of both Rule 2, California Rules of Professional Conduct, and Canon 27, A.B.A. Canons, which preclude solicitation of professional employment by advertisement or otherwise. The opinion further states that assuming an attorney practices both in California and New York and maintains a bona fide office in each place, then he may list in a dignified manner both addresses and telephone numbers on the letterhead used in California (New York City Opinion No. 662).

A.B.A. Informal Decision No. 190 as cited in Los Angeles Opinion 193 declares it proper for the firm to maintain a branch office in a state where the members are not admitted and also proper to have a notation made of such branch office in law lists, if sufficient facilities are present at the branch office to make it a bona fide office through which firm business is regularly transacted (see A.B.A. Supp. Opinion No. 187, page 59), and further that noting the existence of an out-of-state office upon California firm letterhead is similar where the notation is not a mode of solicitation and advertisement, but serves to facilitate correspondence with attorneys who maintain several bona fide offices.

The Los Angeles Opinion further states that it is ethical for a California law firm to list on its letterhead an out-of-state branch office, its address and telephone number if it is a bona fide office of a firm associate, though he is the only person connected with the California firm who is admitted to practice at the location of the branch office.

VI
ANALYSIS

Formal Opinions 115 and 256 stand for the proposition that an attorney listed on letterhead as having offices in separate jurisdictions represents to the public that he is licensed to practice within those jurisdictions, and that if he is not licensed, he is guilty of a misrepresentation, notwithstanding the fact that he may actually confine his practice within its legal limitations. Opinion 256 also states that where law firms have offices in several cities, for example New York and Washington, it is proper to maintain such offices providing their letterhead and listings indicate those lawyers licensed to practice in their respective states. Informal Opinion C-702 indicates that where a partnership maintains offices in separate states, it is necessary on all letterheads to make appropriate indication in each case as to the jurisdiction of any lawyer whose name appears who is not admitted to practice in all the separate states.

Informal Opinions 127 and 821 prohibit a lawyer's letterhead from stating that he is admitted in other states. Formal Opinion 81 states that although no Canon expressly prohibits an attorney from knowingly making any misrepresentation, Canon 41 does provide that unless an attorney clearly represents to the public the sphere in which he is entitled to practice, he is misrepresenting and misleading the public.

Finally, Opinion No. 293 of the Los Angeles County Bar Association concludes that a California law firm can ethically list on its letterhead an out-of-state branch office as long as it is a bona fide office of a firm associate, though he is the only person connected with the California firm who is admitted to practice at the location of the branch office. However, the branch office must regularly conduct firm business at the location.

Although the cited opinions and decisions are concerned with partnerships and law firms having branch offices in various states or jurisdictions, it is clear that an attorney, be he a solo practitioner, partnership, associate, firm or otherwise, may not list on his letterhead a branch location in any jurisdiction in which he is not licensed to practice or in which no partner or associate of the firm is licensed to practice. By listing an office in another jurisdiction on his letterhead, the attorney is effectively representing to the public that he is licensed to practice in such jurisdiction. If he, in fact, is licensed to practice in the other jurisdiction, he may properly show such address on his letterhead if he maintains a bona fide office at that location or if an associate licensed to practice in the other jurisdiction maintains such office to conduct the attorney's business on a regular basis. The attorney may not show on the letterhead that he is licensed to practice in that jurisdiction, but if the associate is only licensed to practice in Mexico, that fact must be shown on the letterhead.

Accordingly, if the member is not licensed to practice in Tijuana, or if he is not associated with a lawyer licensed to practice there, the branch office indicated on the letterhead represents to the public that he is licensed to practice in that jurisdiction. Such a misrepresentation would be unethical and should be strictly prohibited in accordance with the A.B.A. Canons of Ethics and in accordance with the Rules of Professional Conduct of the State Bar of California.

This opinion is advisory only. It is not binding upon the State Bar, the Board of Governors, its agents or employees.


 

Disclaimer: This opinion was issued by the Legal Ethics Committee of the San Diego County Bar Association. It is advisory only and is not binding upon any member of the SDCBA, any other member of the State Bar of California, the State Bar of California or its Board of Governors, or any persons or tribunals charged with regulatory responsibilities. The SDCBA, its officers, directors, agents, and the Legal Ethics Committee members assume no responsibility or liability in rendering this opinion.