OFFICE OF THE ATTORNEY GENERAL OF TEXAS 

ADSTIN 

Gerald C. Mann 

Attorney General 

Honorable D. Richard Voges 

County Attorney 

Wilson County 

Floresville, Texas 

Dear Sir: Opinion No. O-3984 

Re: Can an injunction be secured 

to restrain a corporation 

from soliciting legal work 

for itself or for its attOPneys and from practicing law? 

You have asked the opinion of this department on the abo’io 

and related questions contained in your letter of September 6, 19?~1, 

from which we quote: 

“On the facts herein stated, and questions asked, will you please give me an opinion: 

” ‘A I Company, a corporation is engaged in the 

business of printing stationery and selling office 

supplies, in connection with its printing business, 

its agents solicit the printing of Bonds and Warrants. 

A prospective customer is about to issue warrants, and 

in determining the cost of the printing of such warrants, it is stated by the soli.ci.ting agent, that the 

co& of the printing would be $34.00; and that the 

legal work could be done in Austin for $30.00; that 

the prospective customer could get the legal work done 

in Austin for the sum of $30.00; that this legal work 

would include all of the legal work, but would not include a Bond Attorney’s Opinion. It is not stated who 

the attorney is, nor is it stated that the prospective 

cus:omer would have to see the attorney, or that the 

customer would have to make any arrangem,ents. In 

other words, the impression is left, that the printing 

house would furnish all the legal work for the sum of 

$30.00. 
Honorable D. Richard Voges, Page 2 

'Does this constitute practicing law? 

"Can the Corporation or its soliciting agent be 

proslecuted under the existing law? 

"Can an injunction be secured restraining such 

corporation from so soliciting legal work, for itself; 

or for its attorneys, and from practicing such law?" 

Your first question is answered in the affirmative by our 

Opinion No. O-831, written by Robert E. Repke, Assistant Attorney 

General, and addressed to Honorable J. P. Bryan, County Attorney of 

Brazoria County. Since that opinion deals with a fact situation 

which is very similar to that outlined by you (except for the bond 

attorney's opinion) we take the liberty of quoting from it at 

length: 

"In your letter you make the following statement: 

"For a certain sum, say one per cent of the 

amount of the bond issue, the bond broker will enter 

into a contract with Brazorla County to work out a 

schedule of the amount and type of bond to be sold 

for the particular project suggested, and then procure 

the services of an attorney to prepare the various 

orders, notices and other instruments required to make 

up the transcript of the bond proceeding, pay the 

costs of the election, printing of the bonds and furnish the opinion of a recognized bond attorney. It is 

conceivable that the various orders to be passed by 

the court, the notices, etc., which make up the transcript could be prepared by a person not an attorney; 

however, all proposals that have been made to the Commissioners' Court of this County have been that the 

brokers will furnish acceptable attorneys to prepare 

the transcript of the proceedings. As I understand 

it, perhaps more than half of the costs of proceedings 

contract will go to pay attorneys' fees.' 

"You further state that the parties who contract 

with the county in the above described manner are not 

licensed to practice law, but are individuals who are 

interested in purchasing bonds. You request our opinion 
. 

Honorable D. Richard Voges, Page 3 

as to whether or not such contracts are illegal as 

constituting contracts providing for unlawful practice of law by unlicensed persons. 

“It being admitted that the persons who enter 

into the proceedings contracts described in your letter 

are :not licensed to practice law, the first question to 

be determined is whether or no,t the undertakings which 

such persons have contracted to perform on behalf of 

the county of Brazoria amount to ‘practice of law.’ 

“The ‘practice of law,’ as generally understood, 

is the doing or performing of services in a court of 

justice in any manner depending therein throughout its 

various stages and in conformity with the adopted rules 

of procedure; but it is not confined to performing services in an action or proceeding pending in courts of 

justice and, in a larger sense, it includes legal advice and counsel and the preparation of legal instrumentv and contracts by which legal rights are secured 

although such matters may or may not be pending in any 

court. 7 C. J. S. p. 703. 

“The practice of law has also been defined as 

follows: 

“‘In litigated matters it involves not only the 

actual representation of the client in court, but also 

services rendered in advising a client as to his cause 

of action or defense. The practice of law also includes 

the giving of advice or rendering services requiring 

the use of legal skill or knowl.edge. 1 138 Han. 899, 

page 907, 28 P. (2d) 765, 769. 

“The foregoing definitions or substantially similar ones have been repeatedly approved by the appellate 

courts of numerous states. Some of the decisions which 

have approved one of the foregoing definitions of the 

practice of law or substantially similar ones, are herewith cited: 

“In Re: Opinion of the Justices (Mass.) 194 N. E., 

313; Rhode Island Bar Association v. Automobile Service 

Association (Rhode Island) 179 Atl. 139; Eley v. Miller, 

34 N. E. 836; Paul v. Stanley (Washington) 12 Pa. (2d) 

401; People v. Peoples Stock Yards State Bank (Ill.) 
Honorable D. Richard Voges, Page 4 

1.76 N. E. 911; Crawford v. McConnell (Okla.) 49 Pac. 

(2d) 551; Childs v. Smeltzer (Penn.) 171 Atl. 883; 

Cain v. Merchants Nat’3 Bank & Trust Co. of Fargo 

I 

N. Dak.) 268 N. W. 719; Re: Eastern Idaho Trust Co. 

Idaho) 288 Pac. 157; Fitchette v. Taylor (Minn.) 

254 N. W. 910. 

“In Texas by statute, Article 43Oa, Penal Code 

of Texas, the practice of law is prohibited by any 

corporation, person, firm or association of persons 

except natural persons who are members of the Bar regulal?ly admitted and licensed to practice law. Section 2 of Article 430a provides as follows: 

“‘For the purpose of this Act, the practice of 

law :Ls defined as follows: Whoever (a) In a representative capacity appears as an advocate or draws 

papers, pleadings, or documents, or performs any act 

in connection with proceedings pending or prospective 

befo:re a court or a justice of the peace, or a body, 

board, committee, commission or officer constituted by 

law ,and having authority to take evidence in or settle 

or determine controversies in the exercise of the 

‘udicial powor of the State or subdivision thereof; or, 

i’ b) For a consideration, reward or pecuniary benefit, 

present or anticipated, direct or indirect, advises or 

counsels another as to secular law, or draws ‘1 paper, 

document or instrument affecting or relating to secular rights; or, (c) For a consideration, reward, or 

pecuniary benefit, present or anticrpated, direct or 

indirect, does any act in a representative capacity in 

behalf of another tending to obtain or secure for such 

other the prevention or the redress of a wrong or the 

enforcement or establishment of a right; or (d) For a 

consideration, direct or indirect, gives an opinion as 

to the validity of the title to real or personal property, or (e) As a vocation, enforces, secures, settles, 

adjusts or compromises defaulted, controverted or disputed accounts, claims or demands between persons with 

neither of whom he is in privity or in the relation of 

employer and employee in the ordinary sense; is practici.ng law. . . .I 

“We believe it requires no extended argument to 

establish that the preparation of orders, notices and 
. . 

Honorable D. Richard Voges, Page 5 

other instruments which are necessary to give validity to an election to authorize the issuance of bonds 

are matters which require legal skill and learing on 

the part of the person undertaking to prepare such 

instruments. The various constitutional and statutory 

provisions with respect to the proceedings necessary 

to a valid issuance of bonds must be strictly complied 

with, and it is a matter of common knowledge in the 

lega:. profession that the field of bond law is a specialized and technical one which requires experience and 

study by a trained m,ind as a prerequisite ,to the practice of such branch of the law. It seems plain to us 

that a person who undertakes to supervise all of the 

necessary steps leading up to a bond election and the 

issuance of bonds thereunder, including the preparation 

of necessary orders, notices and other instruments and 

the furnishing of a legal opinion upon the validity of 

a bond issue is unmistakably undertaking to practice law. 

“We reach this result whether we accept as the 

controlling definition of the practice of law that 

definition set forth in Section 2 of Article 430a, Texas Penal Code, or, independently of the statute, the 

definitions which have been announced and approved by 

various appellate courts throughout the United States. 

We believe that no serious contention can be made to 

the effect that subdivisions (b) and (c) of Section 2 

of Article 43Oa, Penal Code of Texas, are not violated 

by the undertakings contained in the contracts described in your letter insofar as such contracts provide for 

the drawing of orders, notices and other legal instruments and the furnishing of legal opinions upon the 

validity of the bond issue. 

“The most recent discussion by a Texas Appellate 

Court of a question analogous to the one presented in 

your opinion request is found in Montgomery v. Utilities Insurance Co., 117 S. W. (2d) 486, by the Beaumont Court of Civil Appeals. This case is now pending 

for decision in the Supreme Court of Texas. In the 

Montgomery case, an insurance company having issued a 

liability policy in which it agreed to investigate all 

accidents and claims covered by the policy and to defend its assured free of cost in any action brought to 

reco~ver a loss covered by the policy, subsequently 
Honorable D. Richard :Voges, Page 6 

entered into an independent agreement with the assured 

whereby the insurance company agreed to defend any 

suit brought against its assured as a result of a certain collision. Such independent agreement was termed a ‘non-waiver’ agreement, and it further provided 

that .the insurance company should negotiate a settlement of the claim against its assured, and failing 

in such endeavor, that the insurance company would 

select and employ lawyers of its own choice to defend 

the case. However, the insurance company did not agree 

or bind itself to pay any judgment or court costs resulting from said suit. Attorneys selected and employed by the insurance company subsequently defended a suit 

brought against the assured, and in such suit judgment 

was rendered against the assured. The owner of such 

judgment then instituted suit ,thereon against the insurance company. In holding that the non-waiver agreement was illegal and invalid, the Court said: 

“‘That agreement, by its terms and by the construction placed upon it by the insurance company itself in 

its pleadings in the present suit, was a contract to 

prac t:Lce law. It was therefore in violation of the penal statutes of this state which make it unlawful “for 

any corporation or person, firm, or association of persons, except natural persons who are members of the bar 

regularly admitted and licensed, to practice law. Acts 

&3rd l$ssg, p. 835, Ch. 238, Vernon’s Ann. Penal Code, 

Art. . Being in contravention of the statute the 

agreement was illegal and of no effect.” 

“1 * * ** A corporation cannot practice law, and 

of course it cannot legally contract to do so. State 

v. C. s. Dudley & co. Inc. 340 MO. 852, 102 S. W. 

8%; A 

2d) 

State ex rel. v. Retail Credit Men’s AssIn, 1 3 

Tenn. 450, 43 S. W. (2d) 918; Boykin v. Hopkins, 174 Ga. 

511, ~62 S. E. 796; In re Co-operative Law Co., 198 

N. Y. 479, 92 N. E. 15, 32 L. R. A. N. S. 55, 139 Am. 

St. Rep. 839, 19 Ann. Cas. 879; Eley v. Miller, 7 Ind. 

App. 529, 34 N. E. 836; Richmond Assn. of Credit Men, 

Inc. ‘7. Bar Assn. 167 Va. 327, 189 S. E. 153; State ex 

rel v. Merchants’ Protective Corporation, 189 Cal. 531, 

209 P. 363; Bennie v. Triagle Ranch Co. 73 Colo. 586, 

216 P. 718; In re Otterness, 181 Mix-n. 254, 232 N. W. 

318, ‘73 A. L. R. 1319; Black & White Operating Co. Inc. 

v. Grosbart, 107 N. J. L. 63, 151 A. 630.’ 
- 

Honorable D. Richard Voges, Page 7 

"l* * ** And since a corporation cannot practice 

law directly it cannot do so indirectly by employing 

competent lawyers to practice for it. That would be an 

evasion which the law would not tolerate. 2 R.C.L. 946; 

State v. C. s. Dudley & co. Inc. 340 MO. 852, 102 S. W. 

(2d) 895. The intervention of a corporation as general 

emplcyer of the attorney between him and the client is 

destructive of the necessary and important relation of 

trust and undivided loyalty which must exist between 

attorney and client. "Divided obli&ations in trust relatic'ns are obnoxious to the law, and in none more SO 

than in that of attorney and client.' People v. Peoples 

Trust, Co., 180 App. Div. 494, 167 N. Y. s. 767, 768.' 

‘1 * + * , ” 

"In the recent case of Rhode Island Bar Association 

v. Automobile Service Association (Rhode Island), 179 

Atl. 139, an exhaustive and able discussion and review 

of the history of the decisions and reasons for prohibiting t,he practice of law by unlicensed persons is found. 

In .tktat case an automobile service association, for a 

stated annual fee, agreed to furnish legal counsel free 

of charge to represent and defend members of the association in cases involving violations of traffic laws, and 

also agreed to furnish such counsel for the purpose of 

prosecuting and defending, on the part of the member, 

claims and suits for damages for and against the members. 

The Court after quoting the contract in detail says: 

"'E~tch of the several numbered paragraphs of the 

respondent's (A.S.A.) contract with its customers calls 

for legal service of some kind, except paragraphs 3, 6 

and 1.1. True, this legal service is to be rendered not 

by them personally, but by counsel designated by them. 

Ostensibly such service is free, but actually it is by 

far the major part of the consideration which the CUStomer receives for his membership fee. Out of eleven 

(Note: In the Montgomery case, quoted from above, the decision of 

the Court of Civil Appeals has since been reversed by the supreme 

Court (138 S. W. (2d) 1062), on the ground that the Insurance company 

was defending the suit to protect its own interest, rather ,than that 

of the insured. But we think the authorities cited by the Court Of 

Civil Appeals in that case are applicable to the facts you give. 
- 

Honorable D. Richard Voges, Page 8 

paragraphs, only three are not of a legal nature, and 

two of those are so inconsequential as to be disregarded. 

“‘These respondents then are engaged in selli~ng 

legal advice and assistance in association with a’duly 

licenised member of the bar of this court. Their associa~tion with this member does not absolve them from 

respo:asibility. We see no difference in their case 

from that of the respondent in Re Co-operative Law Co. 

,I 1 

1910 198 N. Y. 479, 92 N. E. 15, 16, 32 L. R. A. 

N.S. 55, 139 Am. St. Rep. 839, 19 Ann. Cas. 879, where 

the court says: “The relation of attorney and client 

is th,st of master and servant in a limited and dignified 

sense, and it involves the highest trust and confidence. 

It cannot be delegated without consent, and it cannot 

exist between an attorney employed by a corporation to 

practice law for it, and a client of the corporation, 

for he would be subject to the directions of the corporation, and not to the directions of the client.“’ 

“In another place in the opinion, the Court says: 

” ’ Thus, indirectly through the respondent Morris, 

they have been assuming to conduct a law practice on a 

wholesale business scale reaching throughout the state. 

What these respondents cannot legally do directly they 

may not do indirectly. They say they have conducted 

this business for twelve years without interference. 

This may well be, but mere length of time does not and 

cannot convert into a legal act what is illegal.’ 

“In view of the above cited authorities and others 

too numerous to quote in this opinion, we are constrained to hold that the contracts described in your letter, 

insofar as such contracts provide for the furnishing of 

legal opinions on bond issues and for the preparation of 

orders, notices and other documents of legal nature, contemplate and provide for the practice of law by an unlicensed person and, therefore, such contracts are illegal.. ”
. - 

Honorable D. Richard Voges, Page 9 

Article 430a of the Penal Code of Texas, cited by you, 

provides, in part, as follows: 

“Art. 430a. Corporation or association practicing 

law. 

“See tion 1. It shall be unlawful for any corporation or any person, firm, or association of persons, 

excerlt natural persons who are members of the bar regularly admitted and licensed, to practice law. 

“Section 2. For the purpose of this Act, the practice of law is defined as follows: Whoever (a) In a :~ 

representative capacity appears as an advocate or draws ‘- 

papers, pleadings, or documents, or performs any act in 

connection with proceedings pending or prospective before a court or a justice of the peace, or a body, board, 

committee, commission or officer constituted by law and 

having authority to take evidence in or settle or determine controversies in the exercise of the judicial power 

of the State or subdivision thereof; or, (b) For a consideration, reward or pecuniary benefit, present or 

anticipated, direct or indirect, advises or counsels 

another as to secular law, or draws a paper, document or 

insizument affecting or relating to secular rights; * * *. 

” * w * . 

“Section 6. Any person, firm., corporation, or association of persons violating any of the provisions of 

this Act shall be guilty of a misdemeanor. If any provisi~zn of this Act is violated by any person individually or by any person or persons representing a corporat ion, or association, or by a corporation, the defendant 

or defendants upon conviction shall be punished by a 

fine of not more than Five Hundred ($500.00) Dollars nor 

less than One Hundred ($100.00) Dollars. 

“Section 7, Any agreement by any person, corpora- 

~tion, or association in violation of this Act shall be 

illegal * * * .‘I 

We think the opinion of the Beaumont Court of Civil Appeals 

in the case of Stewart Abstract Co,, et al v. Judicial COmIiSSiOII Of 

Jefferson County, et al, also cited by you, is conclusive on the 
Honorable D. Richard Voges, Page 10 

question of whether an injunction will lie to restrain the illegal 

practice of law. We quote from that opinion: 

"The next question then is: Did the trial court 

have :power to enjoin the illegal practice of law. We 

think unquestionably the courts do have such power. 

McCloskey v. San Antonio Public Service Co., Tex. CiV. 

APP., 51 S. W. (2d) 1088, writ refused. Unauthorized 

prac,tice of law constitutes a contempt of court. People 

ex rel. Ill. Bar Assn. v. People's Stock Yards State 

Bdnk, 344 111. 462, 176 N. E. 901; Clark v. Austin, 340 

MO. 467, 101 S. W. (2d) 97-f. Injunction is a proper 

remedy to prevent unlawful practice of law when asked 

by attorneys acting for themselves and other affected 

members of their profession. Fitchette v. Taylor, 191 

Minn. 582, 254 N. W. 910, 94 A. L. R. 356, Supreme Court 

of Minnesota. And a corporation may be restrained by 

injunction from the performance of acts which constitute 

the practice of law. Dworken v. Apartment House Owners 

Assn, 38 Ohio ~pp. 265, 176 N. E. 577. The practice of 

law vitally affects the public interest and the courts 

have power to enjoin unlawful practice, or take such 

other steps within their constitutional powers as may be 

necessary to suppress such practice. Rzndall v. Brigham, 7 Wall. 523, 19 L. Ed, 285; Fitchette v. Taylor, 

191 Kinn. 582, 254 N. W. 910, 94 A. L. R. 356. See also, 

annotation to latter case in 911 A. L. R.,pages 359 et 

seq. 

"A corporation has a legal right to employ an attorney or maintain a legal department to handle its own 

legal business, furnish it opinions, legal counsel or 

advice for its own benefit in connection with the performance of its lawful duties. We do not mean to hold 

otherwise. But a corporation mcty not furnish legal 

services to others and collect fees or profits therefor, 

directly or indirect1 

ing so. t' 

and it may be enjoined from do2 R. C. L. 9 6; State ex rel. McICittrick V. 

C. S. Dudley & Co., 340 MO. 852, 102 s. W. (2d) 895.” 

You state that the "impression is left that the printing 

house would furnish all the legal work for the sum of $30.00," ASsuming that such is the nature of the contract made by the corporation, acti_ng through its soliciting agent, it is our opinion that it 

is illegal, being in contravention of Section 7 of Article 430a of 
.,e 

Honorable D. Richard Voges, Page 11 

the Penal Clode; that the responsible officers of the corporation and 

its soliciting agent may be prosecuted under Section 6.of said article; and that an injunction may be secured to prevent the corporation 

and its agents from a violation of said article. 

Yours very truly 

ATTORNEY GENERAL OF TEXAS 

BY 

W. R. Allen 

Assistant 

WRA:RS 

Approved: October 16, 1941 

$ - Grover Sellers 

First Assistant Attorney General 

Approved: Opinion Commit&t 

By: B. W. B., Chairman