VIRGINIA UPL OPINION 192


Use of "Center For Legal Analysis" By Entity Which is Not a Law Firm, But Which Employs Attorneys to Offer Certain Consulting Services.

I am writing in response to your letter of November 9, 1997, requesting an Unauthorized Practice of Law advisory opinion dealing with a corporation named the "Center for Legal Analysis" that is not a law firm but whose employees are all licensed to practice law in jurisdictions other than Virginia. The corporation would offer the following services:

a. Providing consulting services, to include analytical legal services;

b. Recommending revisions of domestic and international law to support client positions;

c. Drafting legal opinions and legal summaries of statutes and treaties; and

d. Serving as technical legal advisors in criminal and civil trials.

You have asked the following questions of the Committee:

1. Whether the use of the name "Center for Legal Analysis" is permissible where the employees are not members of the Virginia Bar;

2. Whether the corporation and its foreign attorney employees would be committing the unauthorized practice of law by offering these services to private citizens and companies;

3. Whether the corporation and its foreign attorney employees would be committing the unauthorized practice of law by offering these services exclusively to the legal counsel of federal agencies;

4. Whether the corporation and its foreign attorney employees would be committing the unauthorized practice of law by offering these services to non-lawyer employees of federal agencies; and

5. Whether the corporation and its employees could offer these services to non-lawyers if all employees were members of the Virginia Bar.

The Committee considered your request at its March 12, 1998 meeting and has directed me to transmit its conclusions to you.

The appropriate and controlling authorities are Virginia Unauthorized Practice Rule 9-101(B) which states:

A person duly licensed or authorized to practice law in another state or before any administrative agency shall not use the descriptive term "law office" or its equivalent on any signs or listings in Virginia, unless he is an employee or member of a firm with one or more lawyers duly licensed to practice in Virginia;

Part 6, Section I (C) of the Rules of the Virginia Supreme Court, which defines the practice of law;

and Disciplinary Rules 3-101 and 3-102, which prohibit an attorney from aiding a non-lawyer in the unauthorized practice of law and from sharing a legal fee with a non-lawyer.

The Committee responds to your inquiries relative to the facts presented as follows:

1. In determining the propriety of the use of the name, "Center for Legal Analysis," by this corporation, the Committee notes the foreign attorneys working for this corporation come within the definition of "non-lawyer" in the Rules of the Virginia Supreme Court, Part 6, §I (C) as those employees are not licensed or otherwise authorized to practice law in Virginia. UPR 9-101(B) prohibits these non-attorneys from using any equivalent to the term, "law office." The Committee opines that the use of the term, "Center for Legal Analysis," is equivalent to the term, "law office," in that it suggests that the corporation and its employees are authorized to provide legal services and possess legal knowledge and skills; accordingly, the suggested use of this name is prohibited.

2. As to whether the corporation would be committing the unauthorized practice of law by providing these services to private persons and corporations, the Committee previously opined, citing Richmond Association of Credit Men v. Bar Association, 167 Va. 327 (1937), that since a lay corporation cannot practice law, no lay corporation may provide legal services to its customers. See, item by item, on whether each activity constitutes the practice of law. Only those activities that are not the practice of law are permissible for the corporation in your inquiry.

The first activity at issue is the provision of legal consulting services. The Committee opines that such services fit squarely within the definition of the practice of law, from Part Six: Section 1: (B), Rules of the Virginia Supreme Court, in that the services would involve the "application of legal principles to facts or purposes or desires." The Committee previously opined, in UPL Op. 100, that a foreign attorneyís activities constituted the unauthorized practice of law even though his practice was primarily legislative, governmental, and advisory in nature with no court appearances and even though the person did not hold himself out to be a member of the Virginia Bar. Similarly, the Committee opines that for the corporation and its foreign attorney employees in your hypothetical to provide legal consulting services would constitute the unauthorized practice of law. The Committee notes, however, that the corporation could provide consulting services if such services were limited to the provision of general legal information. See, UPL Op. 179, 131.


The second activity at issue is the recommending of revisions of current law to support client positions. Previously, in UPL Op. 163, the Committee opined that for a non-attorney to advise clients as to which laws of other countries foster investment might constitute the practice of law. Similarly, the making of the recommendations in your hypothetical might constitute the unauthorized practice of law, depending on the nature of the actual recommendation made. Such determination would have to be made on a case-by-case basis; any recommendation by this corporation that included or was based on the application of legal principles would constitute the unauthorized practice of law.

The third activity at issue is the provision of legal opinions and memoranda. By its very terms, that activity is deemed by the Committee to constitute the unauthorized practice of law if performed by this corporation.

The fourth activity at issue is for corporate employees to serve as technical legal advisors in civil and criminal trials. As with activity three and pursuant to UPL Op. 100, the Committee opines that it would be the unauthorized practice of law for these employees to serve as legal advisors for private persons in litigation.

3. As to whether the corporation would be committing the unauthorized practice of law by providing these activities exclusively to legal counsel of federal agencies, the Committee has previously found acceptable the provision of assistance to attorneys by paralegals. Specifically, in UPL Op. 147, the Committee found it permissible for a paralegal company to provide extensive assistance to attorneys performing real estate closings. In UPL Op. 191, the Committee, citing DR 3-104, described appropriate parameters for the use of non-lawyers in assisting lawyers, including that "the delegated work shall merge into the attorney's completed work product. The attorney must examine and be responsible for all work delegated to non-lawyer personnel." If each of the above four activities were performed within the ìparalegalî arrangement as contemplated by these prior opinions, the Committee opines that the corporation would not be practicing law.

4. As to whether the corporation would be committing the unauthorized practice of law by providing these services to non-lawyer employees of federal agencies, the Committee finds no material difference between providing these services to non-lawyer private parties and non-lawyer government employees. Accordingly, the Committee refers you to the discussion under question #2, above.

5. As to whether the corporation would be committing the unauthorized practice of law by providing these services to non-lawyers if all the corporationís employees were members of the Virginia Bar, the Committee previously opined that a lay corporation may not provide legal services even where its employees are attorneys. See, UPL Op. 167, 57. As explained in UPL Op. 57, the only way for a corporation to provide legal services to the public is to be organized as a professional corporation pursuant to Section 13.1, Chapter 7, of the Code of Virginia, 1950, as amended. Without that organization, it would be improper, under DRs 3-101 and 3-102, for these attorney employees to assist the lay corporation in the unauthorized practice of law.

Committee Opinion

September 23, 1998

Approved by the Council of

the Virginia State Bar

February 27, 1999

Approved by Virginia Supreme Court

July 13, 1992

 

Updated: Aug 28, 2006