Rules of professional conduct regulates individual lawyers not law firms, court says
Justice Nelson Ogbuanya of the National Industrial Court, Port Harcourt, has held that the Rules of Professional Conduct (RPC) regulate individual lawyers and not law firms.
The judge gave the ruling in a case marked NICN/PHC/120/2021, between Mr. Wilson Udo Essien and Unitech Drilling Company Limited.
The applicant had, on October 6, 2021, approached the court to ventilate his purported dismissal as the Managing Director/Chief Executive of the defendant company, and for recovery of his withheld arrears of salaries and emoluments, and other sundry reliefs.
Reacting to the suit, the defendant caused an appearance to be entered on his behalf by The Zenith Law Firm and filed its statement of defence and other frontloaded defence processes dated March 2, 2022, and filed on March 4, 2022.
The defendant also filed a notice of preliminary objection dated December 23, 2021, and filed on December 31, 2021, on the ground that the suit was wrongly filed in Port Harcourt Judicial Division as against Uyo Judicial Division, where the defendant’s Head office is located.
The applicant, however, filed a preliminary objection against further appearance/representation of the defendant by Messrs Chistopher Attah & Bassey Anwanane, both of Zenith Law Firm pursuant to Rules 7(1) & 8(3) of the RPC for legal practitioners, mainly on the ground that under Rule 7(1) and Rule 8(3) of the RPC, both lawyers and their law firm are not competent to appear as counsel for the defendant, being directors of the said defendant.
The applicant’s counsel submitted that a salary-receiving director of the defendant company cannot act as a solicitor/lawyer in court for it.
Ruling on the matter after listening to parties, Justice Ogbuanya distilled the objection of the applicant, which asked whether RPC applies to the law firm, so as to bar counsel from appearing in a matter for a company under the auspices of the law firm whose partners are salaried directors of the company.
“There is no doubt that this issue, which appears mundane, has become recondite, as there is no known legal authority on the subject, that deals directly with the legal question sought to be answered. I had even toyed with the idea of inviting some Bar Leaders for amicus submission but shelved the same due to short notice period between the court’s Easter vacation period and the date earlier scheduled for the ruling.
“The two extant legal instruments prescribing who are legal practitioners and requisite professional conduct of lawyers in Nigeria are the Legal Practitioners Act (LPA) and the RPC 2007, made pursuant to the LPA. While the LPA stipulates who is a legal practitioner in Nigeria, RPC stipulates professional conduct for the legal practitioner, and what amounts to professional misconduct by a legal practitioner in Nigeria.
“I have searched throughout the length and breadth of the provisions of the LPA and RPC regarding the regulation of legal practitioner’s professional conduct. I am unable to find where legal practitioners’ conduct while carrying out legal practice, is regulated collectively as a firm. What I rather find is that each lawyer, even in a firm, is still being regulated individually,” the judge declared.
He held that the purpose and intention of the LPA and RPC are geared towards regulating individual legal practitioners, even if they are operating in a firm.
“Although individual legal practitioners can aggregate as a law firm, they are imbued with individual responsibility under the RPC, which is never collective within the legal regime of law practice in Nigeria,” he held.
His words: “To my mind, since under the LPA and RPC a law firm does not practice law, and not also recognised as legal practitioner, I have no doubt that the processes filed by the legal practitioners who are not tainted by any potential breach of the RPC remain valid. Also, nothing affects the right of audience of learned counsel who has no restriction to appear in court as a legal practitioner ploughing his trade in a law firm, to earn a living and professional standing in the legal profession. I so hold.
“In the circumstance, I find nothing prohibiting or restricting the legal practitioners who franked the court processes and appearing for the defendant, practising under the auspices of Zenith Law Firm, by which they carry on their business of law practice and the platform for representing the defendant in this court on this suit.
“Accordingly, I find no merit in this objection. The same is overruled and dismissed. I so hold.”