Ethics Opinions

Opinion No. 77-9

Summary: A corporation of which a lawyer is the sole officer and stockholder and which has been organized to conduct a title examining business may solicit by advertising. However, the lawyer-officer-stockholder may not certify titles which have been examined by the corporation.

Facts: A lawyer has written to inquire whether or not a corporation of which a lawyer is the sole officer and stockholder and which has been organized to conduct a title examining business may solicit by advertising where the lawyer-officer-stockholder, though not examining the titles himself, will eventually certify the same.

Discussion: The Canons of Ethics and Disciplinary Rules do not regulate nor do they purport to regulate the conduct of non-lawyers. Any implications in Opinion No. 76-10 to the contrary, one must therefore conclude that the Canons and Disciplinary Rules do not apply to a corporation. Thus, the title examination services offered by the corporation in the instant case may be advertised to the general public.

Nevertheless, the attorney who has addressed this inquiry to the committee is bound by the Canons and the Disciplinary Rules several of which are pertinent to this discussion.

Canon 2 and Disciplinary Rules 2-101(A)(B) which prohibit advertising to the general public would forbid the lawyer from advertising his services, as a lawyer or the services of other lawyers in connection with the title examination business. In this respect the instant case is similar to the situations presented in Opinions No. 75-8 (legal research bureau) and No. 76-10 (bank tax officer, insurance agency and real estate business). Nor may the lawyer allow the corporation to state that the title examinations are done under the supervision of a lawyer (DR 2-101(A)(B), Opinion No. 75-8). This conclusion is also based upon DR 2-105(A) which states "A lawyer shall not hold himself out publicly as a specialist... ."

For the same reasons, the lawyer may not indicate in connection with his private practice, either by letterhead, office sign or professional card, that he is connected with the title examination business.

The real difficulty in this case is that the lawyer who has made the inquiry proposes to certify the titles which have been examined by employees of the corporation. Presumably, this could occur in two ways. Either the lawyer would be hired to certify a title and would hire the title examination corporation to search the title or conceivably a client of the title examination company or the company itself could hire the lawyer to certify the title with the initial contact being between the client and the corporation rather than between the client and the lawyer.

DR 2-103 forbids the corporation from forwarding its clients to the lawyer for purposes of title certification. Although the attorney might not specifically "request" such a recommendation, under the circumstances one could only conclude that a tacit request had been made.

However, nothing in the Canons or Disciplinary Rules appears to prohibit the lawyer from hiring the corporation to search titles which he will certify or from suggesting to clients that they hire the corporation to search titles as long as he does not suggest that the corporate employees possess legal expertise.


Permission to publish granted by the Board of Delegates, 1977. As stated in the Rules of the Committee on Professional Ethics, this advice is that of a committee without official governmental status.
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