Ohio Board Advisory Opinion Op 97-001

The Supreme Court of Ohio
BOARD OF COMMISSIONERS ON GRIEVANCES AND DISCIPLINE
41 SOUTH HIGH STREET-SUITE 3370, COLUMBUS, OH 43215-6105
(614) 644-5800 FAX: (614) 644-5804
OFFICE OF SECRETARY
OPINION 97-1
Issued February 14, 1997
[CPR Opinion-provides advice under the Ohio Code of Professional Responsibility which is superseded
by the Ohio Rules of Professional Conduct, eff. 2/1/2007.]
SYLLABUS: It is improper under DR 2-102(B), 2-102(C), and 3-103(A) for attorneys to
practice law in Ohio under a common trade name franchised to attorneys across the
nation.
OPINION: This opinion addresses attorney participation in a “nationwide network of
franchised law firms” using a common trade name and logo for the practice of law.
Is it proper for attorneys to practice law in Ohio under a common trade
name franchised to attorneys across the nation?
“In its simplest terms, a franchise is a license from owner of a trademark or trade name
permitting another to sell a product or service under that name or mark.” Black’s Law
Dictionary 592 (5th ed. 1979). Although franchise agreements may vary in particularity,
the essential element is the use of a common trade name.
Under the franchise agreement presented to this Board, a common trade name for the
practice of law is franchised to attorneys across the nation to create a “nationwide
network of franchised law firms.” Each franchisee pays a one-time franchise fee for use
of the trade name and logo and monthly fees for advertising and other services. The
monthly fee is based upon the number of attorneys in the firm. The franchiser provides
marketing, advertising, and other services for the franchisee. The franchiser’s literature
claims that the franchise program “will do for the legal market what Century 21 did for
real estate.” The franchisee purportedly benefits by having a law office with the
“strongest brand image in the legal field,” “ancillary benefits and programs relating to
legal issues, technology and law office management,” “mass purchasing power,” and a
“system wide referral network.”
The answer to the inquiry is resolutely “no.” First, the use of trade names is prohibited
under DR 2-102(B) of the Ohio Code of Professional Responsibility. Second, a
nationwide network of attorney franchisees practicing law under a common trade name is
a holding out to the public that implies a partnership of lawyers where none exists and is
prohibited under DR 2-102(C). Third, under DR 3-103(A) a partnership may not be
formed with a non-lawyer if the activities consist of the practice of law. A lawyer who
enters a franchise agreement with a non-lawyer would be involved in a business
relationship with a non-lawyer where the activities consist of the practice of law in
Withdrawn by Adv. Op. 2021-10

Op. 97-1 2
violation of DR 3-103(A). If the franchiser is a lawyer or law firm, there would be no
violation of DR 3-103(A), but there still would be violations of DR 2-102(B) and DR 2-
102(C).
The rules are set forth below.
DR 2-102(B) A lawyer in private practice shall not practice under a trade
name, a name that is misleading as to the identity of the lawyer or lawyers
practicing under the name, or a firm name containing names other than
those of one or more of the lawyers in the firm, [exceptions not pertinent
to this opinion].
DR 2-102(C) A lawyer shall not hold himself or herself out as having a
partnership with one or more other lawyers or professional corporations
unless they are in fact partners.
DR 3-103 (A) A lawyer shall not form a partnership with a non-lawyer if
any of the activities of the partnership consist of the practice of law.
There may be other applicable disciplinary rules depending upon the particularities of a
specific franchise agreement, but these speculative concerns are not addressed further in
this opinion other than to state a few examples. There could be ethical concerns
regarding referral, conflict of interest, and fee division rules. In addition, there could be
concerns regarding advertising rules. However, this opinion is not to be interpreted as a
statement against group advertising by attorneys. Group advertising is permitted within
certain ethical boundaries. See Ohio SupCt, Bd. of Comm’rs on Griev and Disc, Op. 89-
30, Op. 91-7, and Op. 92-3.
Outside Ohio, there are several ethics committees that have not approved the practice of
law under a franchised trade name. In Utah, “a franchise arrangement in which a lawyer
or firm is provided with a trade name, marketing and related services . . . is inherently
misleading because it implies to potential clients a partnership or professional
corporation.” Utah State Bar. Op. 95-04 (1995). In Illinois, “[t]he Rules of Professional
Conduct are violated in numerous particulars by the creation of a network of independent
licensee lawyers to be held out as practicing in the name of a corporation wholly owned
by a non-lawyer.” Illinois Sate Bar Ass’n, Op. 96-04 (1996). In Michigan, “[a] lawyer
may not offer or make an agreement to franchise a trade name under which a number of
lawyers who are not in fact in a partnership or professional corporation relationship with
the franchiser hold themselves out as practicing under one firm name.” State Bar of
Michigan, RI 130 (1992).
The American Bar Association addressed the licensing of a firm name in the context of a
law firm seeking to create a national network of firms, all using the original firm’s name
under a licensing agreement. “If a law firm licenses its name to other firms, all firms so
licensed must, in fact, operate as a single firm and be treated as part of a single firm for
all purposes under the Model Rules.” ABA, Formal Op. 94-388 (1994). However, this
Board does not rely on the ABA opinion as guidance to Ohio lawyers on the issue raised

Op. 97-1 3
herein. The opinion is not directly on point. It broadly covers a variety of relationships,
interpreting the Model Rules that are not adopted in Ohio.
The franchise agreement before the Board would improperly involve Ohio attorneys in
the use of a trade name for the practice of law, the misrepresentation of a partnership
where no partnership exists, and might involve Ohio attorneys and non-lawyers in
relationships in which the activities consist of the practice of law. Thus, in conclusion,
this Board advises that it is improper under DR 2-102(B), 2-102(C), and 3-103(A) for
attorneys to practice law in Ohio under a common trade name franchised to attorneys
across the nation.
Advisory Opinions of the Board of Commissioners on Grievances and Discipline are
informal, nonbinding opinions in response to prospective or hypothetical questions
regarding the application of the Supreme Court Rules for the Government of the
Bar of Ohio, the Supreme Court Rules for the Government of the Judiciary, the
Code of Professional Responsibility, the Code of Judicial Conduct, and the
Attorney’s Oath of Office.