Asked and Answered

By John W. Olmstead, MBA, Ph.D, CMC

Q. I am an associate in a law firm in Akron, Ohio. The firm is an estate planning practice consisting of the owner/founder of the firm, myself, and two legal assistants. I have been with the firm for ten years and this is the only firm that I have worked with since law school. The owner is 67 and has announced that he wishes to retire. He has approached me and provided me with a proposal to buy his practice via an arrangement where I would initially pay him a down payment of 50% of his asking price and after two years the other 50% would be paid over a period of five years. The arrangement would be structured as a partnership and for the two year period we would be 50-50 partners. Compensation would be based upon these ownership percentages. The owner's asking price is two times his average net earnings ($125,000) - $250,000. Average revenues - $210,000. I would appreciate your thoughts and suggestions.

Q. I want to share office expenses and space with two other lawyers, but we won’t be partners. Can we call ourselves the “X, Y, and Z” law firm? 

A. Illinois Rule of Professional Conduct 7.5(d) provides that lawyers may only state or imply they practice in a partnership or other organization when that is the fact. Comment [2] to that Rule goes to say that “lawyers sharing office facilities, but who are not in fact associated with each other in a law firm, may not denominate themselves as, for example, “Smith and Jones,” for that title suggests that they are practicing law together in a firm. See also, ISBA Professional Conduct Advisory Opinion 03-02.

ISBA members can browse past ISBA Ethics Opinions, access our Ethics Hotline, and other resources on the ISBA Ethics Page.

Disclaimer.  These questions are representative of calls received on the ISBA’s ethics hotline.  The information provided below is meant as an educational tool to highlight potentially applicable Illinois RPC or other ethics resources that might help the lawyer answer the question posed.  The information provided isn’t legal advice.  Because every situation is different, often complex, and the law is constantly evolving, you shouldn’t rely upon this general information without conducting your own research.

Jenner & Block LLP today announces that Terrence J. Truax – a 26-year veteran of the firm and co-chair of its Patent Litigation and Counseling Practice – has been elected managing partner, effective May 1, 2014.  He will succeed Susan C. Levy, who leaves the 450-attorney firm at the end of April to assume her new position as executive vice president and general counsel at Northern Trust Corporation.

Mr. Truax served on the firm’s Management Committee starting in January 2007 and subsequently has served on the firm’s Policy Committee since 2009.  Mr. Truax joined Jenner & Block as an associate in 1988 and was promoted to partner in 1997.  Based in the firm’s Chicago office, Mr. Truax has represented clients from around the world and has been involved in some of the firm’s most complex and high-profile matters.

The Illinois Supreme Court has appointed Marc William Martin to be a Circuit Judge of Cook County, 11th Subcircuit. This appointment fills the vacancy created by the retirement of the Hon. Carol A. Kelly. It is effective May 1, 2014 and terminates on Dec. 5, 2016.

ISBA Director of Legislative Affairs Jim Covington reviews legislation in Springfield of interest to ISBA members. In this episode he covers Presumptively Void Transfers in Probate Act (Senate Bill 1048), Condominiums and common-interest communities (House Bill 4204), Business Corporation Act of 1983 (Senate Bill 1098), Business Corporation Act of 1983 (Senate Bill 1099), Parenting time (House Bill 5425) and Parenting time (House Bill 4124). More information on each bill is available below.

ISBA members are invited to shop at Sam's Club on Saturday, April 12 from 10 a.m. to 6 p.m. No membership is required when you print out the free pass at www.isba.org/membermarketplace/samsclubcertificateforisbamembers Those who wish to join Sam's Club will receive a $25 gift card.

A recent Illinois Appellate Court ruling "strongly reaffirms the principle that corporations must be represented by lawyers at administrative hearings," says ISBA General Counsel Charles J. Northrup. In Stone Street Partners, LLC v. The City of Chicago Department of Administrative Hearings, 2014 IL App (1st) 123654, the court found that the hearings "involve the admission of evidence and examination and cross-examination of sworn witnesses -- all of which clearly constitute the practice of law," in the words of majority-opinion author Justice Mathias Delort.

Northrup noted the broad sweep of the ruling. "The opinion is significant not only because of its discussion of what constitutes the practice of law, but also because (1) it narrowly interprets the 2012 Illinois Supreme Court decision in Downtown Disposal (finding in a 4-3 decision that an administrative review complaint filed by a nonlawyer was not a complete nullity); and (2) calls into question the validity of any statute or rule that grants a nonlawyer the authority to represent a corporation in an administrative hearing as a usurpation of the supreme court’s authority to administer and regulate the practice of law."

For summaries of and links to this and other cases and more UPL news, visit the online home of the ISBA Task Force on Unauthorized Practice of Law.

Asked and Answered

By John W. Olmstead, MBA, Ph.D, CMC

Q. I am the managing partner of a 17 attorney law firm located in Rockford. While we have an active business law practice representing small companies we are planning on beginning to work more with entrepreneurial and startup companies. How can we go about finding and identifying these companies earlier in their development - possibly even before they have actually launched their businesses?

Q. Can I represent a client in a matter after I first met with the opposing party about representing her in the same matter but was not hired?

A. Illinois Rule of Professional Conduct 1.18(c) prohibits a lawyer from representing a client with interests materially adverse to a prospective client in the same or a substantially related matter if the lawyer received information that could be significantly harmful to that person in that matter unless the conditions of 1.18(d) are met. This rule only applies to individuals who are genuinely seeking legal representation, not those who may be attempting to disqualify a lawyer. For a further discussion of this issue, see ISBA Professional Advisory Opinion 12-18.

ISBA members can browse past ISBA Ethics Opinions, access our Ethics Hotline, and other resources on the ISBA Ethics Page.

Disclaimer.  These questions are representative of calls received on the ISBA’s ethics hotline. The information provided below is meant as an educational tool to highlight potentially applicable Illinois RPC or other ethics resources that might help the lawyer answer the question posed. The information provided isn’t legal advice. Because every situation is different, often complex, and the law is constantly evolving, you shouldn’t rely upon this general information without conducting your own research.