In re New Hampshire Disabilities Rights Center, Inc.

541 A.2d 208, 130 N.H. 328, 1988 N.H. LEXIS 19
CourtSupreme Court of New Hampshire
DecidedMarch 10, 1988
DocketNo. 86-492
StatusPublished
Cited by8 cases

This text of 541 A.2d 208 (In re New Hampshire Disabilities Rights Center, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re New Hampshire Disabilities Rights Center, Inc., 541 A.2d 208, 130 N.H. 328, 1988 N.H. LEXIS 19 (N.H. 1988).

Opinion

Souter, J.

We address a petition to this court filed by the New Hampshire Disabilities Rights Center, Inc. (DRC), an organization existing under RSA 292:1-a, which authorizes the formation of nonprofit corporations “for the purpose of providing professional legal services to the poor.” Id.; see RSA 292:1, XY and :2-a. The DRC employs lawyers to provide representation and other legal services to those who are “poor” within the meaning of the statute, and who either claim that their rights and interests have been infringed because they are disabled, or assert rights as disabled persons. While the DRC does not wish to modify its ultimate objective of serving the disabled, its petition seeks our approval to expand the class of its clients to include those who are not poor, although the poor would have priority in obtaining the DRC’s aid.

The DRC’s request runs counter to applicable State statutes. Despite this conflict, we hold that enforcement of State law to prohibit the DRC, as a non-profit corporation, from representing non-indigent clients in its advocacy on behalf of disabled people would violate the first and fourteenth amendments of the National [330]*330Constitution, as interpreted by the Supreme Court of the United States. We accordingly grant the petition.

The DRC’s request comes to us in the context of the State’s regulation of the practice of law. RSA 311:11 provides, subject to criminal penalties, that “[n]o corporation shall practice or appear as an attorney ... or hold itself out... or advertise as being entitled to practice law.” To this broad rule there are two statutory exceptions: (1) corporations for providing legal services may be organized and may operate under the professional corporations statute, RSA chapter 294-A, subject to Supreme Court Rule 41, requiring generally that “[a]ll shareholders, officers and directors of a professional association engaging in the practice of law shall be persons admitted to the practice of law by this court”; and (2) five or more persons, not necessarily lawyers, incorporated under RSA 292:l-a, may provide legal services to the poor, subject to this court’s approval after an inquiry into the corporation’s personnel, and a review of its articles of agreement and by-laws. Id.

The DRC was organized under § 1-a in 1977. Since that time, it not only has served its clients but, in so doing, has satisfied the State’s obligation to provide “a system to protect and advocate the rights of persons with developmental disabilities,” 42 U.S.C.S. 6042(a)(1) (Supp. 1987), an obligation that arises under federal law when the State accepts money appropriated by Congress to further the interests of the developmentally disabled. Id. Consistently with § 1-a, however, the DRC has heretofore been limited to serving developmentally disabled people who were “poor” within the meaning of the State statute.

In 1986, the DRC sought to broaden its corporate purposes, following congressional enactment of 42 U.S.C.S. 10,805 (Supp. 1987), which authorized the States to designate “systems” to act on behalf of mentally ill people receiving care and treatment. The DRC proposed to amend its articles and by-laws so as to qualify to act under that statute as well, and we approved those amendments. (When, therefore, we refer to the “disabled” in this opinion, the term will refer both to those with a “developmental disability” within the meaning of 42 U.S.C.S. 6001(7) and to those who are “mentally ill” within the meaning of 42 U.S.C.S. 10,802(3) (Supp. 1987).)

At the same time, the corporation petitioned for approval of article and by-law changes that would authorize two further expansions of its constituency. First, the DRC argued that services to families with disabled members, and to other associates of the disabled, could inure to the benefit of the disabled individuals [331]*331themselves, and the corporation sought authority to broaden the class of permissible DRC clients accordingly. Second, the corporation proposed to act on behalf of those who were not “poor.” It observed that neither of the federal funding statutes in question limits its intended beneficiaries to the poor, and that neither statute suggests in any way that the corresponding State “systems” should be so restricted in the objects of their service. The corporation pointed out that sometimes it is wasteful and ineffective to try to serve indigent clients without also serving those otherwise similarly situated but having greater financial resources. And, as a further reason for allowing the corporation to serve non-indigents, the DRC’s counsel submitted that the lawyers regularly employed by the corporation are more expert in the applicable law than are most private practitioners, who only infrequently represent clients asserting rights of the disabled.

We did not question the merits of any of these claims, and we approved the requested article and by-law modifications to the extent of allowing the DRC to serve the disabled indirectly through service to their families and other associates. The apparent conflict, however, between the DRC’s request and the combined effects of RSA 292:l-a and RSA 311:11 prompted us to set the petition down for hearing insofar as it proposed article and by-law changes that would authorize the DRC to provide legal services to anyone who was not “poor” within the meaning of § 1-a. The attorney general filed an appearance at the court’s request, and thereafter objected to the petition on the ground of its inconsistency with the State statutes. We then scheduled briefing and argument on the DRC’s alternative positions, questioning the applicability of the limitations imposed by the two statutes cited, and challenging the constitutionality of enforcing those limitations against the DRC. We may add that all counsel have served the court well in addressing the issues thus raised.

We take up the statutory questions first. These are (a) whether a correct application of RSA 292:1-a confines corporations relying on its terms to representing the “poor” alone; and (b) whether, in any event, a proper application of RSA 311:11 would permit the DRC as a non-profit corporation, not organized under RSA chapter 294-A, to provide legal services for the benefit of the disabled, including those who are not poor.

Consideration of the first question needs to begin with the text of RSA 292:1-a, so far as it is relevant here:

[332]*332“Five or more persons of lawful age may associate together by articles of agreement to form a corporation, without a capital stock, for the purpose of providing professional legal services to the poor [subject to the supreme court’s approval]. The actual practice of law by such corporation shall be conducted solely by members of the New. Hampshire bar in good standing, and the fact of incorporation shall not in any way be deemed to immunize any attorney employed by the corporation from personal responsibility and liability to the clients whom he serves. The provisions of RSA 311:11 shall not apply to corporations organized under this section.”

The DRC maintains that this language authorizes a corporation to represent the poor, but does not limit the corporation to representing the poor alone. The DRC thus assumes that words of authorization are not words of limitation, and that limitations must be expressed.

The assumptions are unsound in the instant case, however.

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Bluebook (online)
541 A.2d 208, 130 N.H. 328, 1988 N.H. LEXIS 19, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-new-hampshire-disabilities-rights-center-inc-nh-1988.