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                                         115 N.J.L.J. 77
                                        January 24, 1985

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS

Appointed by the New Jersey Supreme Court

OPINION 550

Associate of Out-of-State Law Firm Serving
as Managing Attorney of New Jersey Office

    This Committee is again asked to address ethical questions raised by the affiliation of New Jersey lawyers with their colleagues admitted to the bars of other jurisdictions. Amendments to the Disciplinary RulesSee footnote 1 1 were adopted January 16, 1984. Inquiries generated in the wake of such rule changes resulted in the issuance by this Committee of Opinion 533, 114 N.J.L.J. 1 (1984) and Opinion 543, 114 N.J.L.J. 387 (1984). The two factually similar inquiries presently before this Committee raise questions about these recent rule amendments.
    Inquirer A states that he is a member of the bar in New Jersey and Pennsylvania, and is employed as an associate of a law firm with offices located in Philadelphia. He asks whether he may practice under the name of his employer's law firm from an office to be opened by his employer in New Jersey. Inquirer A's name is not included in the name of the firm. He states that the firm's letterhead would have his name listed as an associate "... while noting the jurisdictional limitations of the other attorneys not licensed to practice in New Jersey."

    Similarly, inquirer B states that a sole practitioner, who is admitted to the bar only in New York, wishes to employ him as an associate. The New York attorney intends to open an office in New Jersey "using the same name as that used in his New York office." Inquirer B's name would appear on the letterhead, with the jurisdictional limitations of the two attorneys set forth. Inquirer B further notes that the letterhead would "... indicate that the firm's New Jersey practice will be the responsibility of the New Jersey attorney."
    As we noted in Opinion 543, supra, the formation of partnerships between attorneys admitted in different jurisdictions is not unethical, Opinion 223, 94 N.J.L.J. 1197 (1971), and a New Jersey lawyer may become affiliated with an out-of-state law firm, In re Professional Ethics Advisory Committee Opinion 475, 89 N.J. 74 (1982), app. dism. sub. nom. Jacoby and Meyers v. Supreme Court of New Jersey, ___ U.S.___ , 103 S. Ct. 285, 74 L. Ed. 2d. 272 (1982). In Opinion 543, we held that the crucial elements which are necessary to allow an out-of-state firm to establish a practice in this state through a New Jersey lawyer are "a bona fide full time employment relationship and a bona fide law office here in New Jersey," along with the status of partners and associates being made clear on letterhead and other listings.
    RPC 7.5(b) provides, inter alia, that in the case of an out-of-state law firm which maintains an office in New Jersey under the name of one or more lawyers who are not admitted to the bar here, "any advertisement, letterhead or other communication containing the firm name must include the name of at least one licensed New Jersey attorney who is responsible for the firm's New Jersey practice or the local office thereof." (Emphasis added.) RPC 7.5(c) further states: "A firm name shall not contain the name of any person not actively associated with the firm as an attorney, other than that of a person or persons who have ceased to be associated with the firm through death or retirement." (Emphasis added.)
    This Committee concludes that RPC 7.5(b) and RPC 7.5(c), taken together, set forth no requirement that the New Jersey attorney, through whom an out-of-state firm opens a New Jersey office, must have the status of partner in the out-of-state firm. The status of the New Jersey lawyer as a salaried associate of the out-of-state firm is not, per se, improper and our Opinion 533 supra, should be so construed.
    However, unlike inquirer B, inquirer A does not specifically state that the firms's letterhead will indicate that the firm's New Jersey attorney is responsible for the New Jersey practice. Because it is not a common expectation among members of the public that an associate has management responsibility in a law firm, we hold that a mere listing of the firm's New Jersey attorney as an associate on the letterhead, with the jurisdictional limitations of the various lawyers noted but nothing more, is not sufficient to comply with the requirement of RPC 7.5(b) and Opinion 543. We hold that such firm's letterhead and other forms of communication used in New Jersey must indicate the New Jersey attorney's status as an associate in the commonly accepted manner and clearly communicate the fact that he or she is responsible for the New Jersey practice. Appropriate designations for the associate would include, but not necessarily be limited to: Managing Attorney for New Jersey; Responsible Attorney for New Jersey; or Attorney Responsible for New Jersey Practice.
    This Committee stresses that the requirements set forth in RPC 7.5(b) and (c), as interpreted in Opinion 533, are not to be re garded lightly. Our holding here does not throw open New Jersey to any out-of-state practitioner who wishes to sail into this state under a flag-of-convenience in the form of a cooperative New Jersey attorney who lends himself to the effort in little more than name only. A New Jersey attorney must, in fact, be actively responsible for the out-of-state firm's New Jersey practice. The out-of-state firm must maintain a bona fide office in New Jersey, as that term is defined in R. 1:21-l(a). And where the responsible New Jersey attorney is merely an associate of the out-of-state firm, the employment relationship must be bona fide and full-time.
    This Committee recognizes that the modern day realities shaping the economics of the practice of law have resulted in the growth of "interstate" and "national" firms. But regardless of size or scope of their "interstate" practice, out-of-state lawyers who have not been admitted to the bar here in accordance with the rules of our Supreme Court are not authorized to conduct a practice in New Jersey, either on their own or through the subterfuge of New Jersey-licensed "associates" who are little more than names on a letterhead. The comments of Justice Pashman with regard to the pre-January 16, 1984 DR 2-102(C) are equally applicable to our holding here: "The rule is not a 'protectionist' measure, but rather a measure rationally related to the legitimate state concern of preventing deception." In re Professional Ethics Advisory Committee Opinion 475, 89 N.J. at 91.
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Footnote: 1 1Now Rules of Professional Conduct (RPC)

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