Upsolve, Inc. v. James

Upsolve · United States Court of Appeals for the Second Circuit · September 9, 2025 · No. 22-1345

Summary

This Second Circuit opinion addresses a pre-enforcement challenge by a nonprofit and a pastor against New York’s unauthorized practice of law statutes, which prohibit nonlawyers from providing individualized legal advice. The district court granted a preliminary injunction, ruling that the statutes constituted a content-based regulation of speech subject to strict scrutiny under the First Amendment. The appellate court agreed that the statutes regulate speech but held they are content-neutral, thus applying intermediate scrutiny instead. Consequently, the court vacated the preliminary injunction and remanded the case for further proceedings consistent with this holding.

Court
United States Court of Appeals for the Second Circuit
Writing for the Court
Richard J. Sullivan; Jon O. Newman? No; José A. Cabranes? No; Peter W. Hall? No; Guido Calabresi? No; Reena Raggi? No; Gerard E. Lynch? No; Raymond J. Lohier, Jr.? No; Dennis Jacobs? No; Debra Ann Livingston? No; Richard C. Wesley? No; Robert D. Sack? No; Christopher F. Droney? No; Michael H. Park? No; Alison J. Nathan? No; Joseph F. Bianco? No; Steven J. Menashi? No; Eunice C. Lee? No; Gary R. Brown? No; Sarah A. L. Merriam; Jesse M. Furman? No; Leval; Sullivan; Merriam
Jurisdiction
United States Court of Appeals for the Second Circuit
Decision date
September 9, 2025
Docket number
22-1345
Procedural posture
The Attorney General appealed from an order of the United States District Court for the Southern District of New York granting plaintiffs a preliminary injunction in their pre-enforcement First Amendment challenge to New York's unauthorized-practice-of-law statutes.
Standard of review
Standing is reviewed de novo. A grant or denial of a preliminary injunction is reviewed for abuse of discretion, including errors of law and clearly erroneous factual findings.
Precedential value
published and precedential
Parties
Letitia James, in her official capacity as Attorney General of New York v. Upsolve, Inc., Reverend John Udo-Okon
Disposition
reversed_and_remanded

Topics

free speechfirst amendmentstandinginjunctionscivil procedure

Practice areas

constitutional lawcivil rightscivil procedureprofessional licensingconsumer protection

Questions Presented

  1. Whether plaintiffs had standing to bring a pre-enforcement First Amendment challenge to New York's unauthorized-practice-of-law statutes.
  2. Whether the statutes, as applied to plaintiffs' planned communication of individualized legal advice, regulate speech.
  3. Whether that speech regulation is content based and therefore subject to strict scrutiny, or content neutral and therefore subject to intermediate scrutiny.
  4. Whether the district court abused its discretion by applying strict scrutiny in granting a preliminary injunction.

Holdings

  1. Plaintiffs had standing because they intended to engage in conduct arguably protected by the First Amendment, their intended conduct was arguably proscribed by the UPL statutes, and they faced a sufficiently imminent and credible threat of prosecution.
  2. As applied to plaintiffs' planned communication of individualized legal advice, New York's UPL statutes regulate speech rather than merely conduct that incidentally burdens speech.
  3. The UPL statutes are content neutral as applied to plaintiffs because they regulate speech based on its purpose, focus, and circumstance—not the topic, viewpoint, or message expressed.
  4. The district court abused its discretion by applying strict scrutiny instead of intermediate scrutiny; the preliminary injunction therefore had to be vacated and the matter remanded.

Key quotations

We agree with the district court that New York’s UPL statutes, as applied to Plaintiffs, constitute a regulation of speech. Nevertheless, we hold that such regulation is content neutral and thus subject only to intermediate scrutiny. (at 4)
Because the district court concluded that the UPL statutes are content based and applied strict scrutiny, we conclude that the district court committed an error of law and thus abused its discretion in granting a preliminary injunction. (at 22)

Factual background

Upsolve, a nonprofit, planned to train nonlawyer Justice Advocates, including Reverend John Udo-Okon, to provide free individualized legal advice to New Yorkers defending debt-collection actions and completing a state check-the-box answer form. New York law prohibits nonlawyers from providing individualized legal advice and authorizes civil and criminal penalties for unauthorized practice of law. Plaintiffs intended to advise clients whether to answer, how to complete the form, and how to file and serve it. Udo-Okon submitted evidence that community members sought such advice and that 114 people expressed interest in receiving free legal advice from him.

Procedural history

Upsolve and Reverend John Udo-Okon sued to prevent enforcement of New York's unauthorized-practice-of-law statutes against a planned program in which trained nonlawyers would provide individualized advice about responding to debt-collection lawsuits. The district court held that plaintiffs were likely to succeed because the statutes, as applied, imposed a content-based speech restriction that failed strict scrutiny, and it entered a preliminary injunction. The Second Circuit held that the statutes regulate speech but are content neutral, vacated the injunction, and remanded for application of intermediate scrutiny and reconsideration of the remaining preliminary-injunction factors.

Remand instructions

Vacate the preliminary injunction and remand for the district court to apply intermediate scrutiny in evaluating likelihood of success and to reconsider whether irreparable harm, the public interest, and the balance of the equities support a preliminary injunction.

Court Document

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