RI-313
June 18, 1999
SYLLABUS
A law office may share office space with a non-lawyer business, as long as the office space and common areas are physically arranged in such a fashion so as to ensure that the business operations remain separate and distinct, client confidences and secrets are adequately preserved, and the public does not construe the appearance of a professional affiliation between the lawyer and non-lawyer businesses.
A law office may share a common entrance with a non-lawyer business if appropriate safeguards are in place to maintain client confidences during business and non-business hours.
A law office may not share a common receptionist with a non-lawyer business where the receptionist performs clerical tasks on lawyer files in a common area.
References: MRPC 1.6; RI-135; RI-206; RI-249; CI-1006.
TEXT
A law firm desires to share office space with an accounting firm. There is no professional affiliation between the two businesses; however, the two businesses share some common clients. The business space used by the respective businesses will be separate, with some exceptions.
In common, the offices will share an entrance, interior hallway, conference room, receptionist cubicle, and receptionist. A sliding glass window will separate the receptionist cubicle from each respective lobby area. Clients of the respective businesses will communicate with the receptionist through the sliding glass window in each separate lobby. Clients of the non-lawyer accounting firm will be required to enter the lobby space of the law firm, and will be directed by a sign through an interior doorway into the accounting firm's lobby. In all other respects, the businesses will be separate, including telephone lines, signage, mail sorting and distribution.
The receptionist, an employee of the law firm, may be requested to perform clerical functions on individual files for both businesses. The law firm will pay the receptionist's salary and benefits, but 50% of those expenses will be regularly billed to the other professional business for reimbursement.
MRPC 1.6(b) prohibits a lawyer from revealing confidences or secrets of a client. A lawyer contemplating sharing office space with non-lawyers must be alert to all concerns that would compromise confidentiality or affect the independent professional judgment of the lawyer.
Generally, lawyers may share office space with non-lawyers so long as "the businesses are segregated, client confidences are protected, and public communications about each business entity are clear and do not create unjustified expectations about the results which can be achieved." RI-135 and RI-206.
There are guidelines that must be followed by lawyers sharing office space with non-lawyers in order to ensure that the foregoing principles are observed.
"Common areas must be physically arranged so that the two businesses remain separate and distinct in a manner that prevents the public's misconstruction of the affiliation of the lawyer(s) and non-lawyer(s) . . . . Conference rooms may be shared so long as they are located in neutral areas; i.e., so long as it is not necessary to pass through a non-lawyer's tenant space to get to such conference rooms, or vice-versa. Moreover, the common areas should not be used by the lawyers as law libraries, etc. whereby the working papers and research tools are intermingled creating the appearance of a professional affiliation." CI-1006.
Assuming that the common hallway is used for no purpose other than ingress and egress, and the common conference room is used for no purpose other than separate, internal conferences and meetings with each business's respective clients, these common features are not improper.
The use of a common entrance presents unique challenges to protecting confidentiality. If appropriate lock and key safeguards are in place during business and non-business hours, that is, there are no common unlocked or unattended common passage ways, and if appropriate signage is maintained by the two firms, the use of a common entrance would not violate ethics rules.
The use of a common receptionist is not improper per se. RI-249. As long as the lobby areas remain separate, and the telephone lines for each respective business are dedicated and answered separately by the receptionist, any misunderstanding regarding a professional relationship between the two businesses or any impression that the lawyer endorses the non-lawyer's professional credentials by virtue of utilizing a common receptionist is adequately minimized. CI-1006.
The performance of clerical duties for the law firm, including tasks involving file handling, by the receptionist is problematic. MRPC 1.6(b) and (d) state:
"(b) Except when permitted under paragraph (c), a lawyer shall not knowingly:
"(1) reveal a confidence or secret of a client;
"(2) use a confidence or secret of a client to the disadvantage of the client; or
"(3) use a confidence or secret of a client to the disadvantage of the client; or use a confidence or secret of a client for the advantage of the lawyer or of a third person, unless the client consents after full disclosure.
". . .
"(d) A lawyer shall exercise reasonable care to prevent employees, associates, and other whose services are utilized by the lawyer from disclosing or using confidences or secrets of a client, except that a lawyer may reveal the information allowed by paragraph (c) through an employee."
A receptionist performing clerical tasks on a lawyer's files in a common area would expose the contents of those files to employees of the non-lawyer business. Further, where the receptionist performs clerical tasks for the non-lawyer business as well, there is a risk of intermingling of the files themselves, their contents, and a risk that lawyer files could be misfiled within the office space of the non-lawyer business.
Accordingly, it would not be proper within the meaning of MRPC 1.6 for a shared receptionist, employed by the law firm, to perform clerical tasks on lawyer files in a common area.