98 N.J.L.J. 462
May 22, 1975
Legal Title on Bank's Letterhead
This inquiry presents the following question:
May an attorney admitted to the bar of a
state other than New Jersey who is a Vice
President and full-time employee of a national
bank located and doing business in New Jersey
use one of the following titles that would
indicate that he is an attorney and doing
legal work internally for the bank:
1. Vice President and Counsel
2. Vice President and Resident Counsel
3. Vice President, Legal Department
4. Attorney's name, followed by the word "Esquire"?
As the inquirer notes, Wise, Legal Ethics, 221 (2d ed. 1970),
states that the letterhead of a corporation may designate its house
counsel as general counsel and that this would not raise a question
of advertising. Even, however, if such a designation is not
unethical because of the proscriptions against advertising, it
might still be unethical if it is misleading or misrepresents the
status of any individual listed on the letterhead.
In Opinion 36, 87 N.J.L.J. 190 (1964), we held that a patent attorney, licensed in Washington, D.C., but not in New Jersey, could not form an association with a New Jersey law firm, because
the proposed partnership would be in violation of the Disciplinary Rules. That opinion did, however, point out that if the patent attorney were to join the New Jersey law firm in his capacity as a member of the bar of another state, it might be proper for him to have his name included on the stationery of the New Jersey firm with the following quotation: "Admitted in Washington, D.C. Only." This would be in accordance with Disciplinary Rule 2-102(C), which
A partnership shall not be formed or continued between or among lawyers licensed in different jurisdictions unless all enumerations of the members and associates of the firm on its letterhead and in other permissible, make clear of the jurisdictional limitations on those members and associates of the firm not licensed to practice in all listed jurisdictions; provided, however, a firm name may not be used in New Jersey unless all those named are or were members of the bar in New Jersey.
The questions of whether an attorney admitted to the bar of a state other than New Jersey may act as house counsel for a national bank located and doing business in New Jersey, and whether such house counsel may advise the bank on New Jersey law, prepare legal documents for the bank, and perform other legal functions not involving an actual appearance in court, is not within the jurisdiction of the Committee, and we express no opinion thereon.
Assuming that such out-of-state house counsel is acting legally and is not in violation of the proscriptions against the unauthorized practice of law in this State (see Opinion 14 of the Committee on the Unauthorized Practice of Law, 98 N.J.L.J. 399 (a), there is nothing unethical in setting forth his position as house counsel on his stationery. The policy behind Disciplinary Rule 2-102(C) dictates, however, that the letterhead also clearly set forth the jurisdictional limitations on his practice and indicate that he is a full-time bank employee.
The first three designations set forth above would confine to these requirements, provided the letterhead also indicates, immediately after or under his name, that he is admitted only in a state other than New Jersey. The fourth designation does not make it clear that the attorney is a full-time employee of the bank, and
might, therefore, give the impression that he is holding himself out as an attorney available to the general public. This designation should not, therefore. be used.