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                                         94 N.J.L.J. 585
                                        July 8, 1971

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS

Appointed by the New Jersey Supreme Court

OPINION 213

Association with Attorneys
Suspended, Disbarred or Resigned

    This inquiry is from a lawyer in good standing, inquiring about his "association" with a disbarred attorney under the facts hereinafter stated, relative to the Regulations Governing Conduct of Attorneys Suspended, Disbarred or Resigned, promulgated by the Supreme Court.

Statement of Facts

        I am a full-time salaried Vice President and house counsel for a publicly owned corporation engaged in the development, construction and sale of residential communities with emphasis on retirement projects. I am provided a private office in the headquarters building of this corporation. All office overhead including wages and supplies, etc, is paid for by my corporate employer. There is no evidence whatsoever in the form of a shingle, sign or otherwise anywhere on the premises to indicate that I am a practicing attorney, licensed by the New Jersey Supreme Court. There are, however, displayed immediately outside my private office, the various to certificates and licenses authorizing me to practice before the New Jersey Courts, the Federal District Court of the District of New Jersey and the United States Supreme Court.

        The nature of my work as corporate Vice President and general counsel is to represent the company in all legal matters pertaining to its interests. This includes appearances before public administrative agencies on the State, county aid local levels, occasional litigation, preparation of contracts, deeds, etc. In other words, there is no question in my mind that I am actively engaged in the practice of law.

        In addition to my corporate responsibilities, I have a very limited number of private clients whose work probably does not involve more than five percent of my available and productive time. These few private clients do visit my office in the corporate building but have contact with no one other than the receptionist, my secretary and myself.

        Approximately one year ago, the President of the corporation hired a disbarred New Jersey attorney whose job has been and continues to be to investigate and study real estate titles and to attempt to locate owners of interests in various properties that the corporation is interested in acquiring. In my opinion, this type of work is that which should be performed by the average investigator. This ex-attorney shares an office with his secretary; both are salaried employees of and paid directly by the corporation. This office is immediately adjacent to mine and both are reached through a common passageway and secretarial area.

        This ex-attorney makes his own hours and investigates in his own manner. As Corporate General Counsel, I do on many occasions confer with him as to the progress he may be making in his work since this information is of interest to me in other areas of my work. He has direct access to other corporate officers and conveys the same general information to them as he might to me.

        He submits weekly memoranda to me concerning his activities for the preceding week. I also approve his vouchers to the company for expenses incurred in his work.

        I am not aware of any instance where this ex-attorney has held himself out as an agent or employee of me nor am I aware of his participating in the preparation of any legal documents or otherwise.

Questions

        a. Am I violating Regulation I (b)?

    Regulation I (b). He shall not occupy, share or use
    office space in which an attorney practices law."

        b. If so, would a relocation of offices within the corporation headquarters building cure the violation, or

        c. If such relocation is not a cure, should the ex- attorney work out of an office in another building.

Opinion

    The Regulations at the outset, provide as follows:

    An attorney who is suspended or disbarred or who has resigned shall comply fully with the letter and spirit of these regulations.(Emphasis added).
                                        
Section I appears to apply to the facts of this case:

        (a) He shall desist and refrain from the practice of law in any form, either as principal, agent, servant, clerk or employee of another....

        (b) He shall not occupy, share or use office space in which an attorney practices law.

    It would appear that I (b) is being violated by the inquiring attorney and the disbarred attorney. The corporate employer is in no way involved in this decision. The inquiring attorney has the burden of decision. His problem is controlled by the general principles set forth in N.J. Advisory Committee on Professional Ethics, Opinion 74, 88 N.J.L.J. 357 (1965) wherein we applied the term "office associates" under R. 1:15-5(b) (formerly R.R. 1:26-5(c)).
    In that case, two attorneys dissolved their partnership and continued to maintain their offices in the same space in a small office building but rearranged them so that each attorney had a separate office entrance, a separate waiting room, a separate work room and individual offices with a common corridor between them to rest rooms and a general purpose room used by each attorney for conferences and for storage purposes. Each remitted his rent separately and their respective practices were in no way related except that, upon occasion, one would refer work to the other on a profit-sharing basis. One of the attorneys was appointed municipal attorney and the inquiry concerned the propriety of the other practicing before agencies of the municipality of which his ex-partner was the municipal attorney. We held that the facts constituted the attorneys "office associates" within the meaning of the Rule which was then R.R. 1:26-5(c) and such practice would be improper. We also made reference to the application of the Canons of Professional Ethics as set forth in our Opinions 4, 86 N.J.L.J. 357 (1963), and 22, 87 N.J.L.J. 13 (1964). See also Opinion 185, 93 N.J.L.J. 505 (1970), to the same general effect.    It would appear that the display of the attorney's certificate immediately outside his private office, with the ex-attorney's office immediately adjacent to his, and both reached through a common passageway and secretarial area, creates an impression of "sharing," which is prohibited by R. 1:20-9(a), and brings the attorney and ex-attorney within the term of "office associates."    A relocation of the ex-attorney's office should be made to some other portion of the building, if in doing so, the principles applicable to an "office associate" would not be violated, otherwise he should be moved to another building.

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