MARYLAND STATE BAR ASSOCIATION, INC.
COMMITTEE ON ETHICS
ETHICS DOCKET NO. 2000-17
Association with Lawyer/CPA not licensed to Practice Law in Maryland
You state that you are the managing partner of a Rockville, Maryland law firm. Most of the attorneys in your firm are licensed in Maryland and the District of Columbia. Two of the attorneys are licensed to practice in Maryland, Virginia and the District of Columbia. You are interested in entering into an "Of Counsel" relationship with an individual who is presently licensed to practice law only in the District of Columbia, and will not become licensed to practice law in Maryland in the foreseeable future. That individual is a principal in a CPA firm, and is both a Certified Public Accountant (CPA) and a member of the District of Columbia Bar. This individual's CPA firm has offices in Chevy Chase, Maryland. You indicate that the individual has special expertise in tax matters, both on the federal and state levels and that he also has expertise in estates and trust matters.
You indicate that it is your desire to periodically utilize this individual's expertise on these matters and bill for his services on bills which you send directly to your clients. You would also like to include his name and billing rate in your Retainer Agreement. You also indicate that by listing him on your letterhead you will designate to your clients that he is licensed only to practice in the District of Columbia.
You have requested an opinion from our Committee as to the propriety of entering into such a relationship with such an individual.
Rule 7.5(a) of the Maryland Rules of Professional Conduct states that "A lawyer shall not use a firm name, letterhead or other professional designation that violates Rule 7.1." Rule 7.1 provides, in part, that "A lawyer shall not make a false or misleading communication about the lawyer or the lawyer's services." It is presumed by the Committee that the use of the "Of Counsel" designation is intended to signify a relationship between attorneys and that you are, therefore, entering into the "Of Counsel" relationship with the individual in his capacity as an attorney. The fact that he is licensed to practice law only in the District of Columbia would require you to disclose that fact on your letterhead in light of the fact that your firm is located in Maryland. To not disclose that fact would lead one to believe that the individual is, in fact, licensed to practice law in the State of Maryland.
The Committee, however, is concerned with the fact that the individual is not licensed to practice law in the State of Maryland and it would, therefore, be improper for him to practice law in Maryland. The Committee in Ethics Docket 2000-17 has recently rendered an opinion addressing the issue of the unauthorized practice of law in a somewhat similar situation. Rule 5.5 of the Maryland Rules states:
Rule 5.5. Unauthorized practice of law.
A lawyer shall not:
- practice law in a jurisdiction where doing so violates the regulation of the legal profession in that jurisdiction; or
- assist a person who is not a member of the Bar in the performance of activity that constitutes the unauthorized practice of law.
While our Committee does not give advice concerning legal matters, including the determination of what does or does not constitute the practice of law in Maryland for purposes of the State's licensing regulations, the Committee believes that there are legal issues that need to be dealt with in the situation you have set forth. See Md. Code Ann., Bus. Occ & Prof., Title 10. Obviously, your firm would be allowed to bill for accounting services rendered by the individual in his capacity as an accountant. Since his CPA firm has offices in Chevy Chase, Maryland, and there is no indication that he has an office in the District of Columbia, the Committee is uncertain as to what legal work, if any, you would be billing for. Your firm may not bill for work performed by the individual if that work constitutes the practice of law in Maryland for purposes of the State's licensing regulations.