109 N.J.L.J. 281
April 8, 1982
OPINION 491
Partnership of One-Attorney Professional
Corporation and Individual Attorney
A, an individual, proposes to form a professional corporation
under the New Jersey Professional Service Corporation Act, N.J.S.A.
14A:17-1, et seq., and to cause that corporation to become a
partner with another individual, not incorporated, and to continue
the firm name of A & B without reflecting the individual corporate
status of one of the partners.
Our Opinion 397, 101 N.J.L.J. 578 (1978), held that it was not
ethical to form a partnership of two or more professional
corporations keeping their separate identities and reflecting in
the name of the new firm the existence of the separate
corporations. The stated basis for the decision rendered in Opinion
397 was that there was no provision for a name consisting of two
professional corporations in partnership under the statutes or
Disciplinary Rules. However, the present inquiry does not propose
a corporate name consisting of two professional corporations.
Rather, the corporate name would reflect the names of individuals
consistent with the spirit and intent of the Disciplinary Rules and
with the traditional naming of law firms in this State. Thus,
Opinion 397 is not applicable to the present inquiry and does not
conflict with our decision that the proposed partnership is
ethical. The concept of a one-attorney professional corporation
operating within the framework of a partnership made up of a
corporation and individual lawyers does not violate any ethical
principles governing the conduct of attorneys. See ABA Informal
Opinion 1471 (1981) which rescinds ABA Informal Opinion 1383
(1977). As pointed out in N.J.S.A. 14A:17-8, nothing in the
Professional Service Corporation Act shall be interpreted to
change, modify or alter the professional relationship and the
"contract, tort and other legal liabilities" existing between the
attorney furnishing the professional services and the recipient of
those services. Thus, any employee of a professional corporation
remains personally and fully liable and accountable for any
negligent or wrongful act or misconduct committed by that employee
or by any person under that employee's direct supervision and
control while rendering the professional service. Therefore,
existence of the one-attorney professional corporation as a partner
with an individual lawyer does not change in any way the
relationship and obligations existing and imposed between and upon
the lawyers furnishing professional services in the law firm to
their respective clients.
In our opinion, the formation of a partnership composed of an
attorney professional corporation and an individual attorney
reflecting a firm name consistent with the mandates of our
Disciplinary Rules is ethical in this State. However, the
letterhead of the firm must be consistent with the requirements of