道德意见224

误导人的公司名称

一个澳博app, 他们的伴侣都死了, 退休, 否则就离开合伙企业, is not precluded from continuing to use the former partnership name, absent reason to believe that clients or potential clients are led by the firm name to believe that the lawyer practices in a partnership or with other lawyers.

适用的规则

• 规则7.1(a)(虚假或误导性通讯)
• 规则7.5(a)(违反规则7的公司名称的使用.1)
• 规则7.5(b)(暗示合伙经营)

调查
B是" a B "的冠名合伙人 & C，“由B和C组成的合伙关系”. A is dead and C is considering either becoming "of counsel" or retiring. The question asked is (1) whether the firm may continue to use its present name if as result of C's changed relationship it is no longer a partnership.

讨论
相关规则是7.1和7.5. 规则7.1在相关部分规定:

(a) 一个澳博app shall not make a false or misleading communication about the lawyer or the lawyer's services. 如果一种信息是虚假的或具有误导性的:
     (1)包含对事实或法律的重大失实陈述, or omits a fact necessary to make the statement considered as a whole not materially misleading; or
     (2) Contains an assertion about the lawyer or the lawyer's services that cannot be substantiated.

规则7.第5条有关部分规定:

(a)澳博app不得使用公司名称, 信笺抬头或其他违反规则7的专业名称.1. A trade name may be used by a lawyer in private practice if it does not imply a connection with a government agency or with a public or charitable legal services organization and is not otherwise in violation of rule 7.1.
   . . . .
      (d) Lawyers may state or imply that they practice in a partnership or other organization only when that is the fact.

If partner C were to assume "of counsel" status and were no longer to be a partner, it might be argued that the continued use of the firm name would appear to violate 规则7.5(d) because it implied that B practiced in a partnership when that is not the fact.¹ 另请参阅 意见没有. 189. 类似的, 如果C不再与该公司有任何联系, 也许有人会说，继续使用“A”这个名字, B & C”似乎也违反了规则7.5(d) because it would imply the existence of a partnership where there was not one in fact.

然而, the crucial question is whether the mere use of a firm name containing multiple names implies the existence of a partnership either among those in the name or otherwise. 有一些有说服力的理由可以得出结论，它不会. 因此，规则7的注释1.5 observes that "any firm name including the name of a deceased partner is, 严格地说, 商品名称,”,, 就像任何商品名一样, 如果没有误导，可以使用吗. 在通过《澳博app下载网》之前, DR 2-102(B) permitted a firm to use in its name the names of one or more deceased or 退休d members "of the firm or a predecessor firm if otherwise lawful."² This suggests that a multiple name firm name is not necessarily read as implying a partnership among those named in the firm name.

The remaining question is whether use of a firm name including multiple names (most or all of whom may be dead or 退休d) implies that the firm is a partnership. 如果有的话, a problem would arise for small firms when only one partner remains, 如果公司名称不能再被使用, particularly for an interim period during which the surviving partner considers whether to obtain a new partner or attempts to do so. We do not believe that such an implication necessarily follows from use of a multi-name firm name.

A related issue is whether a single lawyer's use of a firm name with multiple names in it would violate 规则 7.1和7.5(a) by being false or misleading in implying that the firm consisted of more than one lawyer, when only one of the partners remains and he or she practices alone. 意见No. 189 .委员会的结论是，“约翰·多伊”的名字 & Associates" would have violated the predecessor provisions of DR 2-101(B)(3) and DR 2-102(A) and (B), 禁止“欺骗性”的公司名称, 如果澳博app通常不雇用两个或两个以上的澳博app, but would not be inherently misleading if the attorney did normally employ two or more associates. The Opinion added that if the firm received legitimate indications that use of the name was in fact misleading it would have to take steps to remedy the problem.

然而, if, 我们总结一下, the multi-name firm does not necessarily imply the existence of a partnership, 也不一定意味着B与其他澳博app一起执业. 不过, we would expect that a lawyer continuing to practice alone under a multi-person firm name will promptly inform new clients that he or she practices alone.

Our analysis thus far considers no fact other than the lawyer's continued use of the name of his former partnership. We recognize that additional facts could lead to different conclusions. 例如, if the lawyer learns that clients or potential clients have been led by the firm name to believe that he or she practices in a partnership or with other lawyers, the lawyer may have a duty to take steps to dispel such misapprehensions. What evidence would demonstrate that the firm name has been misunderstood is a factual issue beyond the Committee's authority to resolve.

调查没有. 90-12-52 
通过:1991年12月17日

1. 当然，为了不违反第7条规则.1, if C were to assume "of counsel" status his relationship would have to satisfy the requirements applicable to that relationship. 见意见no. 151, 197; ABA Formal 意见没有. 90-357 (1990).
2. 类似的, ABA Opinion 90-357 states that a firm name can include a former partner who is now of counsel if the name was "long-established and well-recognized."