Legal Ethics Opinion #1584

Partnership With a Nonlawyer--Multijurisdictional Law Firm With a
Nonlawyer Partner Practicing in Virginia Through Licensed
Virginia Bar Member

You have presented a hypothetical situation in which an attorney
contemplates forming a partnership with a nonlawyer, for the
practice of law, that complies fully with all aspects of the
District of Columbia ["D.C."] Rules of Professional Conduct which
permit D.C. attorneys to engage in the practice of law with non-
lawyer partners.  You state that the partnership will be formed
solely for the practice of law.  You also state that the
nonlawyer will agree in writing to be bound by the D.C. Rules but
that the nonlawyer will not be rendering any legal services, will
have no signature authority over any client trust monies, and his
status as a nonlawyer will be stated on the firm letterhead. 
Finally, you state that the firm name will not include the non-
lawyer, who is never held out as a lawyer, and all correspondence
identifying the non-lawyer will include his title as
"administrator".

You have asked the committee to opine whether, under the facts of
the inquiry, a D.C. law firm in which a nonlawyer is a partner
may engage in the practice of law in Virginia and/or for
Virginia-based clients (through a licensed Virginia Bar member)
if the nonlawyer partner is a named partner in the firm.
Additionally, you ask whether the propriety would be impacted if
the nonlawyer partner is not a named partner in the firm.
Finally, you ask whether the propriety would be impacted if the
nonlawyer partner is precluded by written agreement from sharing
in the profits of any of the firm's legal services performed in
the Commonwealth of Virginia.

The appropriate and controlling Disciplinary Rules related to
your inquiry are DR 1-102(B) which provides that a lawyer
admitted to practice in this jurisdiction is subject to these
Disciplinary Rules although engaged in practice elsewhere, unless
disciplinary rules of the foreign jurisdiction permit the
activity; and DR 3-103(A) which states that a lawyer shall not
form a partnership with a nonlawyer if any of the activities of
the partnership consist of the practice of law.  

Disciplinary Rule 3-103(A) provides the general prohibition
against forming a partnership with a nonlawyer.  Here, however,
there is a conflict of rules between D.C. and Virginia with
D.C.'s Rules permitting a partnership with a nonlawyer, while
Virginia's Rules do not.  Additionally, DR 1-102(B) acts as a
conflicts of rules provision providing, as noted above, that the
more permissive D.C. Rule would control the circumstances you
describe. 

Thus, the committee interprets DR 1-102(B) as not banning the
D.C. law firm from conducting activities in D.C. benefitting
Virginia clients (through a licensed Virginia Bar member), but
only as banning the practice of law in Virginia by a law firm
which includes a non-lawyer partner.  The committee is of the
view that a lawyer licensed in both D.C. and Virginia could practice law
through a partnership which includes a nonlawyer partner in the
District of Columbia without being subject to discipline by
Virginia.  Also, the same lawyer could practice law in Virginia
without being subject to discipline under DR 3-103(A), so long as
no part of that lawyer's practice in Virginia is conducted
through a firm with a nonlawyer partner.  The committee opines
that the D.C. firm, which includes a nonlawyer as a partner, may
not engage in the practice of law in Virginia (through a licensed
Virginia Bar member), if the nonlawyer partner is a partner in
the firm.  See ABA Formal Opinion No. 91-360 (7/11/91).  See alsoECs 3-4 and 3-8.

The committee is of the view that both variations on your
inquiry, i.e., (1) the nonlawyer partner not being a namedpartner, and (2) the nonlawyer partner being precluded by written
agreement from sharing in the profits of any of the firm's legal
services performed in the Commonwealth of Virginia, are
immaterial to the conclusions reached.
 
Committee Opinion
April 11, 1994