85-F-99 - Leasing non-lawyer staff

FORMAL ETHICS OPINION 85-F-99


Inquiry is made concerning the propriety of leasing non-lawyer staff personnel
from a third party lessor/employer.


The lessor would be the employer and the non-lawyer staff personnel would be the employees of
the lessor, and not employees of the law firm. The law firm would enter into a master lease
agreement with the lessor/employer, which in turn would enter into an employment agreement
with the individual staff members. The law firm would pay the lessor an amount to include
salaries, and other benefits. The lessor would have the classical rights and responsibilities of an
employer, such as paying the employee, giving holidays and vacations, performing performance
evaluations and making employment and dismissal decisions. The lessor expects to place
personnel for long terms, rather than short terms.
Under Ethical Consideration 4-1, the preservation of confidences and secrets of clients facilitates
the full development of facts essential to proper representation and also encourages laymen to
seek early legal assistance. These considerations should not be detrimentally affected by the
leasing of office personnel, either in fact, or in the eyes of a layman. Laymen will probably not in
fact know if a secretary is a full-time employee of the law firm, or part-time, or temporary, or
leased, or shared. This is not to say that the layman has been deceived, but that he or she
implicitly has general knowledge of the various arrangements professional people use to staff
their offices.
Ethical Consideration 4-2 recognizes the fact that it is common knowledge that certain nonlawyers,
such as secretaries, are exposed to confidential professional information in the normal
operation of a law office. For instances, it is probably common knowledge that law offices have
often, and for a long time, relied on very short term office personnel placed by various temporary
service employment agencies. Thus, the fact that a law firm may instead rely on longer term
office personnel placed by a non-temporary lessor should fall squarely with this Ethical
Consideration.
Ethical Consideration 4-3 recognizes that it is not improper for a lawyer to give limited
information to outside agencies for legitimate purposes, including bookkeeping and accounting,
two of the very purposes that the proposed lease arrangement might be expected to cover.
Leased employees might be expected to perform duties of bookkeeping or accounting, in addition
to secretarial or receptionist, for instance.
Although, the individual bookkeeper would still not be a law firm employee, he or she would be
much more closely associated with the firm than a bookkeeper at an outside agency, which is
ethically appropriate.
Ethical Consideration 4-5 provides that a lawyer should be diligent to prevent misuse of client
secrets and confidences. The lawyer's duty should be no
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less, nor no more difficult under the proposed leasing arrangement. The lawyer's ability to
counsel longer term leased personnel concerning client secrets and confidences maybe easier
than counselling temporary personnel or shared personnel.
Finally, under the mandatory Disciplinary Rule 4-101(D), a lawyer is implicitly allowed to utilize
others, other than employees, but must exercise reasonable care to prevent disclosure. Thus
nothing in the Rule specifies whose services the lawyer must utilize in operating his office, but
that, whatever arrangement he or she utilizes, is subject to the same duty if reasonable care to
prevent disclosure.
In Formal Ethics Opinion 84-F-70, the Board stated that an attorney could share a
receptionist/typist, with a corporate client.
There is no impropriety in a law firm leasing non-lawyer staff personnel from a third party
lessor/employer provided the law firm exercises reasonable care to prevent the leased personnel
from disclosing or using the confidences or secrets of a client.
This 12th day of September , 1985.
ETHICS COMMITTEE:
Jerry Colley, Chairman
William R. Willis
O. B. Hofstetter, Jr.
APPROVED AND ADOPTED BY THE BOARD