## Facts

- Quinlan & Tyson, Inc. operated a real-estate brokerage business employing licensed brokers and salesmen and other staff.
- In negotiating customers’ real-estate transactions, the firm’s employees prepared offers to purchase and contracts of sale, prepared deeds and other documents used to transfer or clear title (including bills of sale, escrow agreements, mortgage applications, and title-related affidavits), and supervised closings.
- The documents were generally standardized forms originally prepared by attorneys, completed by employees by filling in blanks with transaction-specific information (e.g., parties, property description, price, and terms).
- The firm charged no separate fee for document preparation; it was compensated through its brokerage commission.
- The Chicago Bar Association and others sought to enjoin these activities as the unauthorized practice of law by nonlawyers employed by a corporation not licensed to practice law.

## Issues

1. Whether a real-estate brokerage’s preparation of instruments affecting legal rights and title (including contracts, deeds, escrow agreements, mortgage applications, and title affidavits) constitutes the unauthorized practice of law.
2. Whether licensed real-estate brokers may lawfully complete, by filling in blanks, customary standardized offer and preliminary contract forms prepared by attorneys as an incident to brokerage services.
3. What limits should be imposed to distinguish permissible clerical completion of forms from impermissible legal drafting requiring legal judgment.

## Decision

- The Illinois Supreme Court held that most of the challenged document-preparation activities constituted the practice of law and could be enjoined.
- The court recognized a limited exception allowing licensed real-estate brokers to fill in blanks on certain customary, attorney-prepared standardized preliminary forms as a necessary incident to brokerage work.
- The court sustained an injunction against drafting or preparing more complex legal instruments affecting title and legal rights (including deeds, escrow agreements, mortgage applications, and title-related affidavits), except for the limited standardized form-completion permitted.
- The court affirmed the circuit court’s decree and reversed the appellate court to the extent it prohibited all form-filling.

## Legal Principles

- Preparing instruments that create, transfer, or affect legal rights in real property—particularly those involving title and encumbrances—generally requires legal judgment and constitutes the practice of law.
- A corporation not licensed to practice law may be enjoined from providing legal services through nonlawyer employees, even when the service is bundled into another business and no separate fee is charged.
- Licensed real-estate brokers may complete attorney-prepared, standardized preliminary real-estate forms by inserting obvious factual information, when done as an incident to brokerage services and without drafting, revising substantive provisions, or giving individualized legal counsel.
- The permissible scope is limited to mechanical completion of approved forms; preparing deeds, escrow agreements, and other title-clearing or legally operative instruments remains reserved to licensed attorneys.

## Conclusion

The court enforced unauthorized-practice limits against a real-estate brokerage’s preparation of legally operative real-estate instruments, while allowing a narrow exception for licensed brokers to fill in blanks on customary attorney-prepared standardized preliminary forms when the task is purely clerical and incidental to brokerage services.


Chicago Bar Ass'n v. Quinlan & Tyson, Inc., 34 Ill. 2d 116, 214 N.E.2d 771 (Ill. 1966)