109 N.J.L.J. 281
April 8, 1982
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