Jacoby & Meyers Law Offices, LLP v. Judges of the Connecticut Superior Court
RULING AND ORDER granting 14 Motion to Dismiss. Signed by Judge Robert N. Chatigny on 3/31/17. (Glynn, T.)
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
JACOBY & MEYERS, LLP,
JUDGES OF THE CONNECTICUT
Case No. 3:11-cv-817 (RNC)
RULING AND ORDER
Plaintiff Jacoby & Meyers, LLP1 brings this suit against the
Judges of the Connecticut Superior Court to challenge the
constitutionality of Connecticut Rule of Professional Conduct
5.4, which restricts the ability of lawyers to share fees or
enter into business partnerships with nonlawyers.
the Court to declare that Rule 5.4 violates the United States
Constitution and enjoin its enforcement.2
by amici the Connecticut Bar Association and the Connecticut
Trial Lawyers Association, have moved to dismiss (ECF No. 14) on
Plaintiff originally filed this suit as Jacoby & Meyers Law
Offices, LLP. According to the records of the New York
Department of State, plaintiff changed its name to Jacoby &
Meyers, LLP in 2000. Plaintiff made an oral motion to amend the
complaint to reflect this name change (ECF No. 43). The Court
grants this motion on the grounds that leave to amend is freely
granted and there is no undue prejudice to defendants. See
Nogbou v. Mayrose, 400 F. App’x 617, 620 (2d Cir. 2010).
The complaint also includes claims that Rule 5.4 violates
the Connecticut Constitution and state laws, but those claims
have been withdrawn. See Pl.'s Mem. in Opp'n to Mot. to Dismiss
(ECF No. 21) at 1 n.1.
For reasons that follow, the motion is granted.
Plaintiff is a nationwide law firm incorporated as a limited
liability partnership in the State of New York.
that it maintains offices for the practice of law in Connecticut.
The judges of the Connecticut Superior Court have adopted the
Connecticut Rules of Professional Conduct, which govern the
conduct of attorneys licensed to practice in the state.
Rule 5.4 prevents non-lawyers from investing in law firms.
The Rule provides in part that “a lawyer shall not form a
partnership with a nonlawyer if any of the activities of the
partnership consist of the practice of law,” or “practice with or
in the form of a professional corporation or association
authorized to practice law for a profit, if . . . a nonlawyer
owns any interest therein . . . .”
Plaintiff alleges that by
preventing it from raising capital in exchange for granting
nonlawyers an equity stake in the law firm, Rule 5.4
unconstitutionally restricts its ability to practice law and
deprives clients of cost-effective, technologically-advanced
access to the legal system.
All fifty states have adopted some version of Rule 5.4.
the same day plaintiff filed this suit, it filed substantially
similar pre-enforcement constitutional challenges to Rule 5.4's
counterparts in New York and New Jersey.
In the New Jersey
action, the District Court abstained under Railroad Commission of
Texas v. Pullman Co., 312 U.S. 496 (1941), on the ground that
resolution of the constitutional issues raised by the complaint
should be deferred pending a determination by the Supreme Court
of New Jersey of whether Rule 5.4 does or does not permit a nonlawyer to own an equity interest in a law firm.
See Jacoby &
Meyers, LLP v. Justices of the Supreme Court of N.J., 11-cv-2866
(PGS) (D.N.J. Mar. 2, 2012).
The New Jersey action was
eventually voluntarily dismissed, apparently with no intervening
application to the New Jersey Supreme Court.
The New York action was initially dismissed for lack of
standing because other provisions of New York law besides Rule
5.4 could be invoked to bar nonlawyer investment in law firms and
plaintiff challenged only Rule 5.4.
Jacoby & Meyers, LLP v.
Presiding Justices of the First, Second, Third and Fourth Dep’ts,
Appellate Div. of the Supreme Court of the State of N.Y., 847 F.
Supp. 2d 590, 598 (S.D.N.Y. 2012).
In dismissing the action,
Judge Kaplan noted that “even if this Court perceived that the
state statutes at issue here were unclear, it would have
abstained under Pullman and stayed the action pending a state
court resolution of the state law issues.”
Id. at 599.
Court of Appeals vacated and remanded to permit plaintiff to
amend its complaint to challenge any other New York laws that
could prohibit nonlawyer investment in law firms.
Meyers, LLP v. Presiding Justices of the First, Second, Third and
Fourth Dep’ts, Appellate Div. of the Supreme Court of the State
of N.Y., 488 F. App'x 526, 527 (2d Cir. 2012), as amended (Jan.
The Court foreclosed the possibility of Pullman
abstention in that case, reasoning that the appellees were
judicially estopped from arguing that other provisions of state
law prohibiting nonlawyer investment in law firms were
sufficiently unclear as to warrant abstention.
On remand, Judge Kaplan dismissed the action, ruling that
plaintiff’s constitutional challenges were “entirely without
Jacoby & Meyers, LLP v. Presiding Justices of the First,
Second, Third and Fourth Dep’ts, Appellate Div. of the Supreme
Court of the State of N.Y., 118 F. Supp. 3d 554, 560 (S.D.N.Y.
Last week, the Court of Appeals affirmed.
Applying rational basis review, the Court agreed with Judge
Kaplan that “the challenged laws serve New York State’s wellestablished interest in regulating attorney conduct and in
maintaining ethical behavior and independence among the members
of the legal profession.”
Jacoby & Meyers, LLP v. Presiding
Justices of the First, Second, Third and Fourth Dep’ts, Appellate
Div. of the Supreme Court of the State of N.Y., Docket No. 152608, 2017 WL 1101082, at *8 (Mar. 24, 2017), citing Jacoby III,
118 F. Supp. 3d at 574-75.
In view of the Court of Appeals
decision, it is apparent that this action should be dismissed.
Even if plaintiff's claims are not plainly foreclosed by the
affirmance in Jacoby III, dismissal of this action is proper to
“avoid unnecessary friction in federal-state relations,
interference with important state functions, tentative decisions
on questions of state law, and premature constitutional
Babbitt v. United Farm Workers Nat’l Union, 442
U.S. 289, 306 (1979) (citing Harman v. Forssenius, 380 U.S. 528,
In the “void for vagueness” section of its
opposition brief, plaintiff asserts that Rule 5.4's prohibition
against a lawyer practicing in a firm in which a nonlawyer owns
“any interest” is ambiguous because some types of interests, such
as bank loans and lines of credit are permitted, while others,
such as plaintiff's hypothetical nonlawyer investments, might be
See Pl.'s Mem. in Opp'n to Mot. to Dismiss (ECF No.
21) at 29-30.
As discussed at oral argument, plaintiff can gain
clarification of the scope of Rule 5.4's prohibition by seeking
an advisory opinion from the Connecticut Bar Association or
bringing a declaratory judgment action in state court.
preferable to proceeding with this action.
Accordingly, defendants' motion to dismiss (ECF No. 14) is
The Clerk may close the file.
So ordered this 31st day of March 2017.
Robert N. Chatigny
United States District Judge
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