On July 12, 2023, the American Bar Association published Formal Opinion 507 providing guidance on office sharing arrangements with other lawyers. See ABA Formal Op. 507 (July 12, 2023). Many lawyers share office space with other lawyers. Sharing office space has many benefits. These benefits include lower costs, networking opportunities, and unique educational opportunities.
Sharing office space, however, can be an occupational hazard. Lawyers sharing office space run the risk that clients, the public, or the Office of Disciplinary Counsel might perceive the lawyers to be “associated in a law firm.” Being associated with other lawyers in a “firm” has significant consequences for purposes of imputation of conflicts, supervisory responsibilities, and malpractice liability, to name but a few issues. See La. Rules of Pro’f Conduct r. 1.10(a); see also Rules of Prof’l Conduct, r. 1.0(c).
Mitigating Risk When Sharing Office Space
Lawyers sharing office space must take appropriate measures to comply with their ethical duties concerning the confidentiality of information, conflicts of interest, supervision of non-lawyers, and communications about their services. Here are some tips to avoiding discipline and vicarious liability when sharing office space with other lawyers:
- Structure and manage the office space in a way that restricts access to each lawyer’s confidential information. Lawyers should have individual and secure office space to meet clients and to discuss confidential matters. If necessary, consider structuring the physical space to include separate lobby or waiting areas, refrain from leaving client files in shared workspaces or the office kitchen, and locking down computers when not actively using them. See id. at 2.
- Avoid discussing cases in or near common areas, which could lead to the disclosure of client information. See id. at 2.
- Lawyers storing physical files in the shared office space should keep files in their individual secure offices.
- As to electronically stored information, lawyers should password protect the information and should not share the passwords. Also, lawyers should consider obtaining individual printers to avoid inadvertent disclosure of confidential client information.
- Lawyers must ensure that the public is not misled about the nature of their relationship (i.e., whether the lawyers are party of a law firm or partnership when no such affiliation exists). See id. at 3. Office sharing lawyers should have their own separate letterheads, business cards, email addresses, password protected computers, malpractice insurance, and engagement agreements. See id. at 3.
- Lawyers should avoid sharing staff, receptionists, and paralegals. But if the lawyers choose to share a receptionist, for example, the receptionist should answer any common telephone line with a generic greeting of “good morning, law office.” See id. at 4. The receptionist should route phone calls to each lawyer’s individual password protected voicemail box. Finally, the receptionist should not take confidential information from clients.
- Office sharing lawyers should implement measures to maintain legal and financial independence. All lawyers should practice under separate legal entities. The lawyers should separately own office equipment such as copy machines and printers. The lawyers should separately pay the expenses such as rent. The lawyers should keep their finances separate. The lawyers should maintain separate trust and operating accounts.
- Finally, lawyers must adopt measures to ensure that the public is not left with the impression that a law firm exists when none does. See id. at 4. For example, lawyers should not use signage with all of the lawyers’ names grouped together. Lawyers can also post a disclaimer in the lobby notifying clients and the public that the lawyers are independent law practitioners and are not associated with a single law firm. “Office sharing lawyers must understand the need to clarify for their clients these distinct professional relationships. Any communications to the public should also signal that the law practices are not affiliated with one another, other than in their resource-sharing arrangement.” Id. at 4.
- Model Rule 1.10(a) imputes conflicts of interest to all lawyers “associated in a firm.” Id. at 4. Therefore, whether conflicts are imputed to the other lawyers in the office-sharing arrangement will pivot on whether the lawyers are or appear to be in a firm together. Id. “Where lawyers in an office sharing arrangement properly shield the confidentiality of their respective clients and do not hold themselves out to the public as members of the same firm, it may be permissible under the Model Rules to represent clients with adverse interests—even in the same lawsuit or transaction.” Id. at 5. This scenario may place additional obligations on the lawyers to explain the office sharing arrangement with the client and obtain the consent of the clients to continue to represent adverse interests. Id.
- Lawyers sharing office space should take advantage of the opportunity to consult with on another about their respective client matters. “Merely engaging in informal consultations from time to time, however, does not result in the lawyers being “associated in a firm” under Model Rule 1.10(a).” Id. at 6. But the lawyers should not disclose confidential information about the client. Instead, the lawyer should use hypothetical facts.
Sharing office space is a permitted under the Rules of Professional Conduct. Moreover, sometimes sharing office space is a financial necessity for solo lawyers or small firms. Lawyers choosing to share office space must fully consider and comply with their applicable ethical, responsibilities, including confidentiality, conflicts of interest, supervision, and communications, concerning a lawyer’s services.