When a lawyer purchases an entire law practice from another lawyer who plans to cease the active practice of law, an important question arises: Can the purchasing lawyer continue to use the selling lawyer’s name in the firm’s name? A new Advisory Opinion, AO 202502, provides clarity on this issue, emphasizing the importance of avoiding false or misleading communications to protect clients and the public.
Key Rules of Professional Conduct
Two primary Rules of Professional Conduct (RPC) guide this discussion:
- RPC 1.17: This rule allows the sale or purchase of a law practice, including its goodwill. However, it does not explicitly permit the use of the selling lawyer’s name in the firm name after the sale.
- RPC 7.1: This rule prohibits false or misleading communications about a lawyer or their services. Specifically, Comment [10] to RPC 7.1 states that it is misleading to use the name of a lawyer who is not associated with the firm or its predecessor.
The Issue at Hand
The opinion addresses whether the purchasing lawyer can include the selling lawyer’s name in the firm name, either alone or alongside their own name. The short answer is no. If the selling lawyer is not associated with the purchasing lawyer’s firm, their name cannot be used in the firm name. This applies even if the selling lawyer ceases the active practice of law.
Why Is This Prohibited?
The opinion emphasizes that using the name of a lawyer who is no longer associated with the firm can mislead clients and the public. It may create the false impression that the selling lawyer is still practicing law or is affiliated with the firm, which violates RPC 7.1. Even if the selling lawyer retires or ceases practicing, they are not considered part of the purchasing lawyer’s firm or its predecessor, making the use of their name misleading.
Exceptions and Nuances
While some jurisdictions allow the use of a selling lawyer’s name as an element of goodwill under specific conditions—such as clearly indicating the selling lawyer’s retirement or disassociation—Washington does not have comparable provisions. The WSBA Advisory Opinion concludes that the selling lawyer’s name cannot be used, even if the lawyer has ceased practicing law entirely.
Final Thoughts
The opinion’s stance that a firm may not continue to use the name of a lawyer who is not associated with a firm or its predecessor ensures transparency and prevents any misleading implications about the firm’s composition or the selling lawyer’s involvement. Lawyers purchasing a practice should carefully consider these rules to maintain ethical compliance and uphold public trust.
This advisory opinion serves as a reminder of the importance of clear and honest communication in the legal profession, particularly during transitions like the sale of a law practice.
