Supplemental Brief — Upsolve, Inc., et al., Petitioners v. Letitia James, Attorney General of New York

SUPPLEMENTAL

APPENDIX

i

TABLE OF CONTENTS

PAGE

Appendix D:

Memorandum Opinion Granting Motion to

Dismiss and Order

Filed Mar. 6, 2026 ............................................. 71a

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Appendix D

USDS SDNY

DOCUMENT

ELECTRONICALLY

FILED

DOC #: __________________

DATE FILED: 03/06/2026

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

-----------------------x

UPSOLVE, INC., and

REV. JOHN UDO-OKON,

Plaintiffs,

-against-

22-cv-627 (LAK)

LETITIA JAMES, in her official

capacity as Attorney General of

the State of New York,

Defendant.

-----------------------x

MEMORANDUM OPINION GRANTING

MOTION TO DISMISS AND ORDER

(Title corrected)

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Appendix D

Appearances:

Robert J. McNamara

Elizabeth (Betsy) Sanz

INSTITUTE FOR JUSTICE

Attorneys for Plaintiffs

Matthew J. Lawson

Assistant Attorney General

LETITIA JAMES

ATTORNEY GENERAL,

STATE OF NEW YORK

Attorney for Defendant

LEWIS A. KAPLAN, District Judge.

The nonprofit Upsolve, Inc., wishes to train nonlawyers like the Rev. John Udo-Okon to provide free

legal advice to consumers facing debt-collection lawsuits. But that conduct would violate New York’s prohibition on the practice of law by anyone other than a

licensed attorney. The question in this case is whether

Upsolve and the Rev. Udo-Okon have a First Amendment right to engage in their proposed course of conduct notwithstanding the state’s licensing law. For

the reasons that follow, they do not.

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Appendix D

Background

I. Factual and Legal History

A. Debt Collection Lawsuits

By some accounts, a shockingly high number of

debt-collection lawsuits against consumers result in

default judgments. In 2009, the Federal Trade Commission hosted a series of roundtables with attorneys,

judges, consumer advocates, and other repeat players

in the world of debt collection. 1 Participants in those

sessions estimated that consumers sued on past-due

debts fail to appear or otherwise defend themselves –

and thereby lose by default – in 60 to 95 percent of

cases.2 The complaint alleges similar figures for New

York, contending that debt collectors obtain default

judgment roughly 70 to 90 percent of the time. 3

Sometimes consumers default because they are

not aware a lawsuit has been filed against them. Indeed, plaintiffs submitted declarations from three

New Yorkers who say that is exactly what happened

to them.4 But other times a consumer may default (or

1 Fed. Trade Comm’n, Repairing a Broken System 1 (2010),

https://www.ftc.gov/sites/default/files/documents/reports/federal

-trade-commission-bureau-consumer-protection-staff-report-repairing-broken-system-protecting/debtcollectionreport.pdf, cited

in Compl. (Dkt 1) ¶ 29.

2 Id. at 7, quoted in Compl. (Dkt 1) ¶ 29.

3 Compl. (Dkt 1) ¶ 19.

4 Decl. of William Evertsen (Dkt 7-7) ¶¶ 12-13; Decl. of Liz

Jurado (Dkt 7-8) ¶ 6; Decl. of Christopher Lepre (Dkt 7-9) ¶ 9.

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Appendix D

simply lose the case on the merits) because they lack

the knowledge or resources to hire a lawyer or

properly defend themselves. 5 In that regard, the complaint alleges that “[a] restricted supply of free or lowcost civil legal assistance” is “prevent[ing] low-income

New Yorkers from understanding and accessing their

legal rights when they are faced with debt collection

actions.”6 All of this is particularly problematic, plaintiffs say, because many debt-collection lawsuits are

meritless for simple reasons, such as the debt already

having been paid or discharged in bankruptcy, the

statute of limitations having run, or the defendantconsumer never having borrowed the money in the

first place.7

New York has developed resources designed to assist pro se defendants in debt-collection actions. Specifically, the state has published a one-page, fill-inthe-blank form (the “Answer Form”) that pro se defendants can use to submit an answer to a debt-collection complaint.8 The form lists many common defenses. Some are self-explanatory, such as “It is not

my debt” and “I have paid all or part of the alleged

debt.”9 Others are more technical, such as “I received

These declarations are incorporated into the complaint at paragraph 25.

5 Compl. (Dkt 1) ¶ 47 (alleging that by many estimates more

than 90 percent, and by some estimates as many as 99 percent,

of debt-collection defendants are unrepresented by counsel).

6 Compl. (Dkt 1) ¶ 17.

7 See id. ¶¶ 21, 32.

8 Id. ¶ 34; Compl. Ex. A (Dkt 1-1).

9 Compl. Ex. A (Dkt 1-1).

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Appendix D

the Summons and Complaint, but service was not correct as required by law” and “Statute of limitations

(the time has passed to sue on this debt).”10 The form

asks also whether the consumer wishes to assert any

counterclaims.11

B. Upsolve and the American Justice Movement

Plaintiff Upsolve, Inc., is a New York-chartered

nonprofit “with the mission of helping Americans access their civil legal rights for free.” 12 The organization provides free online education on topics including

debt collection defense, student loans, wage garnishment, and evictions, reaching over 150,000 people per

month.13 It provides also free resources to self-represented Chapter 7 bankruptcy filers and “invests heavily in public advocacy to raise awareness around civil

rights injustices.”14

This lawsuit involves an Upsolve initiative called

the American Justice Movement (“AJM”). “AJM is a

program to train and supervise ‘Justice Advocates,’

public-interest professionals who are not lawyers, to

provide free legal advice on responding to a debt collection lawsuit.”15 Through the AJM program, which

would be staffed by non-lawyers,16 Justice Advocates

10 Id.

11 Id.

12 Compl. (Dkt 1) ¶ 10.

13 Id.

14 Id.

15 Id. ¶ 57.

16 Id. ¶ 4.

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Appendix D

would provide legal advice to defendants in New York

consumer debt-collection actions regarding whether

they should file an answer to the complaint, what defenses they should assert in the Answer Form, and

how to file and serve the completed form. 17

Anyone wishing to become a Justice Advocate

would be required to attend a virtual training session

and make various promises in a “Justice Advocate’s

Affidavit.”18 Advocates would promise to obtain the informed consent of the client to the limited scope of the

representation, advise clients only within the confines

of a 12-page Justice Advocate Training Guide (the

“Training Guide”) provided by the AJM, and seek no

compensation for their advice.19 They would agree

also to abide by the New York State Rules of Professional Conduct concerning conflicts of interest and

confidentiality (Rules 1.6, 1.7, 1.8, and 1.9).20 And

they would acknowledge that they could be removed

as a Justice Advocate if they were to fail to adhere to

any of those promises and “may face other penalties,

including under laws governing the unauthorized

practice of law.”21

Pursuant to the Training Guide, a Justice Advocate would advise a client only if the client had been

sued in Civil Court in New York and only if the client

17 Id. ¶ 62.

18 Id. ¶ 69; Compl. Ex. B [hereinafter “Training Guide”] (Dkt

1-2) at Ex. A.

19 Training Guide (Dkt 1-2) at Ex. A.

20 Id.

21

Id.

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Appendix D

either had not answered the lawsuit or wished to file

an amended answer.22 For clients sued in Supreme

Court in New York, for lawsuits involving a failure to

pay child support, and in cases in which a default

judgment had already been entered, Justice Advocates would do nothing more than provide the client

with a list of resources, including contact information

for various pro bono legal services firms. 23

Before moving forward with a Justice Advocate,

each client would be required sign a “User Agreement” acknowledging, among other things, that the

advocates are not lawyers and that neither the advocate nor AJM “assume[s] any liability” regarding the

outcome of the case.24 The advocate then would enter

the client’s information into an internal database so

that AJM could “follow up with clients to confirm that

the advice they received is fully consistent with the

terms of this guide.”25

The Training Guide includes roughly six pages of

explanation regarding the substance of the Answer

Form.26 For each of the form’s defenses, the guide includes one or more questions that the advocates

should ask clients. It then explains whether a client

should check each box depending on the client’s answers to those questions. The guide describes some

common counterclaims and explains how they can be

22 Id. at 4.

23 Id. at 4, Ex. D.

24

Id. at Ex. B.

25 Id. at 5.

26

Id. at 6-12.

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Appendix D

asserted on the form.27 But it further instructs advocates to tell clients that they might have additional

counterclaims and should consider seeking out a lawyer if they wish to assert counterclaims. 28 The Training Guide allegedly has been reviewed and approved

by “third-party experts in consumer law and debt collection defense.”29

C. Unauthorized Practice of Law in New York

With limited exceptions, only an attorney licensed

by the state may “practice . . . as an attorney-at-law”

in New York.30 The practice of law includes “the rendering of legal advice and opinions directed to particular clients.”31 It does not include publications that

“[seek] only to present the state of the law to any

reader interested in the subject”32 because only advice

or services “rendered to particular clients” can constitute the practice of law.33 The state’s various prohibitions on the unauthorized practice of law (the “UPL

27 Id. at 10-11.

28 Id.

29 Compl. (Dkt 1) ¶ 64 (citing Decl. of Tashi Lhewa (Dkt 7-5);

Decl. of Pamela Foohey (Dkt 7-6)).

30 N.Y. Jud. Law § 478; see also id. §§ 476-a, 484, 485, 485-a,

750(B), 753(A)(4).

31 Matter of Rowe, 80 N.Y.2d 336, 341-42 (1992).

32 Id. at 342; see N.Y. Cnty. Laws.’ Ass’n v. Dacey, 21 N.Y.2d

694 (1967) (mem.) (publication of a self-help book on estate law

that included sample forms and advice on how to fill out those

forms did not constitute the practice of law).

33 El Gemayel v. Seaman, 72 N.Y.2d 701, 706 (1988).

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Appendix D

Rules”) are enforceable through civil, criminal, and

contempt actions.34

One way to become a licenced attorney is to complete a course on New York law and pass three standardized tests designed to measure one’s competency to

practice law: the Uniform Bar Examination, the Multistate Professional Responsibility Exam, and the

New York Law Examination.35 To be eligible for admission by examination, an applicant either must

have obtained a law degree or spent a combined four

years studying at a law school and in a law office. 36

The other way to become a licensed attorney is to obtain a law degree and then practice or teach law for at

least five years while licensed in another jurisdiction.37 In either case, the applicant must demonstrate

that he or she has the character and fitness to practice

law.38 Then, once admitted, each licensed attorney

must adhere to the New York Rules of Professional

Conduct.39

34 N.Y. Jud. Law §§ 476-a, 485, 485-a, 750(B), 753(A)(4).

35 N.Y. Comp. Codes R. & Regs. tit. 22, §§ 520.2, 520.8, 520.9.

36 Id. §§ 520.3, 520.4, 520.6, 520.17; see also id. § 520.5 (re-

quiring those who obtained a law degree from a school not approved by the American Bar Association to have also practiced

law for five years while admitted to practice in another jurisdiction).

37 Id. § 520.10. Those with law degrees from a school not approved by the American Bar Association are not eligible for admission without examination. Id. § 520.10(a)(3).

38 Id. § 520.12; see N.Y. Jud. Law § 90.

39 See N.Y. Comp. Codes R. & Regs. tit. 22, § 1200.0.

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Appendix D

Some legal practice is exempt from the licensure

requirement. As particularly relevant here, New York

permits law students who have completed at least two

semesters of study to practice law under the supervision of a legal aid organization in connection with a

program approved by the state.40

II. Procedural History

A. Initial District Court Proceedings

In January 2022, plaintiffs filed a complaint under

42 U.S.C. § 1983 against New York Attorney General

Letitia James and immediately moved for a preliminary injunction.41 Plaintiffs alleged that, as applied to

the AJM program to give free legal advice to debt-collection defendants about how to fill out the Answer

Form, the UPL Rules violate their freedom of speech

and association under the First and Fourteenth

Amendments of the United States Constitution. 42

In earlier proceedings, Judge Paul A. Crotty

granted plaintiffs’ motion for a preliminary injunction.43 In finding that plaintiffs were likely to prevail

on their free-speech claim,44 Judge Crotty held that

the UPL Rules were a content-based regulation of

40 N.Y. Jud. Law § 478.

41 Compl. (Dkt 1); Mot. for Prelim. Inj. (Dkt 5).

42 Compl. (Dkt 1) ¶¶ 103-12.

43 Opinion & Order (Dkt 68).

44 Judge Crotty declined to hold that plaintiffs were likely to

succeed on the merits of their freedom of association claim. Id. at

14-16.

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speech that likely could not survive strict scrutiny. 45

The state took an interlocutory appeal.

B. Second Circuit Decision

In September 2025, the Second Circuit vacated the

preliminary injunction. The court agreed with Judge

Crotty that, as applied to “convey[ing] . . . legal advice

to a client,” the UPL Rules regulate speech.46 But it

held that the UPL Rules are content neutral and

therefore subject to only intermediate scrutiny.47 The

court remanded for reconsideration of plaintiffs’ entitlement to preliminary injunctive relief under that

lower standard.48

C. Current Proceedings

The state has moved to dismiss the complaint for

failure to state a claim under Federal Rule of Civil

Procedure 12(b)(6).49 The Court heard argument on

that motion on February 3, 2026. Plaintiffs have

moved to reinstate the preliminary injunction. 50

45 Id. at 16-31.

46 Upsolve, Inc. v. James, 155 F.4th 133, 142 (2d Cir. 2025).

The Second Circuit held also that plaintiffs had standing to seek

a preliminary injunction. Id. at 139-40.

47 Id. at 143.

48 Id. at 144.

49 Dkt 121.

50 Dkt 109.

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Discussion

To survive a motion to dismiss under Rule 12(b)(6),

a complaint must “state a claim to relief that is plausible on its face.”51 A court is to make that determination by considering only the facts alleged in the complaint and any documents incorporated into the complaint by attachment or reference. 52 Here, considering

only that record and construing the facts in the light

most favorable to the complaint, plaintiffs’ as-applied

free speech and free association claims fail as a matter

of law.

I. Free Speech Claim

A. Legal Background

Under the First Amendment, a state may pass no

law abridging “the freedom of speech.”53 This provision generally gives everyone a right to express themselves through words or conduct. In deciding a First

Amendment challenge, the first step is to determine

whether the law at issue restricts expression – that is,

whether “the conduct triggering coverage under the

51 Cohen v. S.A.C. Trading Corp., 711 F.3d 353, 359 (2d Cir.

2013) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).

52 DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 111 (2d Cir.

2010).

53 U.S. Const. amend. I; see Slattery v. Hochul, 61 F.4th 278,

287 n.1 (2d Cir. 2023) (noting applicability of the First Amendment to the states under the terms of the Fourteenth Amendment).

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statute consists of communicating a message.”54 In

this case, the Second Circuit already has held that

“New York’s UPL statutes, as applied to Plaintiffs,

constitute a regulation of speech.” 55

The next step in a First Amendment analysis is to

determine whether the law’s applicability to particular speech turns on “the topic discussed or the idea or

message expressed.” 56 If so, the law is generally considered “content based” and subject to strict scrutiny.57 If, instead, the law is justified “without reference to the content of the regulated speech,” the law

is considered “content neutral” and subject to intermediate scrutiny.58 The Second Circuit has determined that New York’s UPL Rules “are content neutral and thus subject only to intermediate scrutiny.” 59

The final step (and the only one at issue here) is

the application of intermediate scrutiny on which the

government bears the burden of proof.60 Content-neutral regulations of speech are lawful only if they (1)

“advance[] important governmental interests unrelated to the suppression of free speech” and (2) “[do]

54 Holder v. Humanitarian L. Project, 561 U.S. 1, 28 (2010).

55 Upsolve, 155 F.4th at 141.

56 Reed v. Town of Gilbert, 576 U.S. 155, 163 (2015).

57 Id. at 163-64.

58 Ward v. Rock Against Racism, 491 U.S. 781, 791 (1989)

(quoting Clark v. Cmty. for Creative Non-Violence, 468 U.S. 288,

293 (1984)).

59 Upsolve, 155 F.4th at 143.

60 See, e.g., Brokamp v. James, 66 F.4th 374, 397 (2d Cir.

2023).

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not burden substantially more speech than necessary

to further those interests.”61

Under the first prong of this standard, the government must show that the challenged law seeks to address governmental interests that are “important”

and “real” (as opposed to “merely conjectural”) and

that the regulation will address the problem “in a direct and material way.”62 Under the second prong, the

government must show that the regulation does not

“burden substantially more speech than is necessary”

to further the government’s interests. 63 The regulation need not be “the least speech-restrictive means”

of addressing the problem.64 Rather, a court must afford the government a certain “latitude” and may not

invalidate a law “simply because [it] concludes that

the government’s interest could be adequately served

by some less-speech-restrictive alternative.” 65 So long

as a regulation is narrowly tailored to advancing governmental interests that “would be achieved less effectively absent the regulation,” a court must defer to

a government’s reasonable determination about “how

much protection of [those interests] is wise and how

61 Upsolve, 155 F.4th at 144 (alterations in original) (quoting

Turner Broad. Sys., Inc. v. FEC (Turner II), 520 U.S. 180, 189

(1997)).

62 Brokamp, 66 F.4th at 397 (quoting Cornelio v. Connecticut,

32 F.4th 160, 171 (2d Cir. 2022)).

63 Ward, 491 U.S. at 799.

64 Turner Broad. Sys., Inc. v. FCC (Turner I), 512 U.S. 622,

662 (1994).

65 TikTok Inc. v. Garland, 604 U.S. 56, 77 (2025) (first quoting Turner II, 520 U.S. at 213; and then quoting Ward, 491 U.S.

at 800).

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that level of [protection] is to be attained.”66 It follows

that the validity of a content-neutral regulation “depends on the relation it bears to the overall problem

the government seeks to correct, not on the extent to

which it furthers the government’s interests in an individual case.”67

The government often will need to adduce evidence

to demonstrate that a regulation withstands intermediate scrutiny – such as proof that obvious, substantially less-speech-restrictive alternatives would not

advance the government’s interests just as effectively.68 But a court may conclude that a law is narrowly tailored to important government interests at

the pleading stage, without resort to extrinsic evidence.69

Brokamp v. James70 provides a useful illustration.

There, a therapist challenged on First Amendment

66 Ward, 491 U.S. at 798-99 (quoting Clark, 468 U.S. at 299).

67 Ward, 491 U.S. at 801; see also Ohralik v. Ohio State Bar

Ass’n, 436 U.S. 447, 464-68 (1978) (holding state could ban inperson solicitation by lawyers “under circumstances likely to result in the adverse consequences the State seeks to avert” without requiring a showing of harm or injury in any particular case).

68 See Cornelio, 32 F.4th at 175; McCullen v. Coakley, 573

U.S. 464, 490-94 (2014).

69 See, e.g., Citizens United v. Schneiderman, 882 F.3d 374,

380-85 (2d Cir. 2018) (holding law challenged on First Amendment grounds survived intermediate scrutiny at the pleading

stage); see also Jeffery v. City of New York, 113 F.4th 176, 195

(2d Cir. 2024) (“[W]e conclude that the requisite narrow tailoring

is demonstrated as a matter of law by the totality of the pleadings and judicially noticeable facts.”).

70 66 F.4th 374 (2d Cir. 2023).

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grounds a New York law that generally prohibits anyone from engaging in mental health counseling without a license.71 To secure one of those licenses, a person must “satisfy particular educational, experiential,

examination, age, and character requirements.” 72 The

plaintiff qualified for a streamlined licensing process

because she held a Virginia license for mental health

counseling.73 The Second Circuit rejected her facial

and as-applied challenges to that streamlined procedure, holding that the law survived intermediate

scrutiny at the motion to dismiss stage. 74

As to whether the regulation at issue in Brokamp

directly furthered important governmental interests,

the court explained that the law was designed to safeguard public health and that “licensure based on specified standards of education, experience, and testing”

was a type of regulation “long recognized by the Supreme Court directly and materially to alleviate concerns about ignorant, incompetent, and/or deceptive

health care providers.”75 The court then concluded

that “the statutory definition of ‘mental health counseling’ together with the statutory exemptions”

demonstrated that “the law is sufficiently tailored to

ensure that its licensing requirement does not burden

more speech than necessary.”76 That definition

71 Id. at 382-83.

72 Id. at 384.

73 Id. at 385, 402; see also id. at 385 n.10 (noting the require-

ments for endorsing out-of-state licenses).

74 Id. at 403.

75 Id. at 399.

76 Id. at 402; see also id. at 390 n.16.

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(limiting the statute’s reach to counseling offered in

an organized setting with the purpose of treating a

disorder of the psyche) tailored the law to “circumstances where persons are most likely to present as

professional mental health counselors in order to gain

client trust and, thus, where there is a state interest

in minimizing the risks incompetence or deception

pose to public health.”77

The court then held that no “different conclusion”

was warranted “in [plaintiff’s] particular case.”78 The

plaintiff had argued that the statute was not narrowly

tailored as applied to her because her extensive education and experience as a licensed therapist (including experience serving clients in New York under a

pandemic-era exemption to the licensing requirement) demonstrated that “she pose[d] no threat to

public health.”79 But the court held that the state’s interest in protecting the public from incompetent and

deceptive counselors justified the minimally burdensome requirement that plaintiff prove that she “really

[is] licensed and in good standing in another state”

and that her out-of-state-license “was obtained by satisfying educational, experiential, and testing requirements comparable to New York’s.” 80 The record

showed that the plaintiff easily could submit that

proof, so the regulation was not unreasonably burdensome as applied to her.81 And a similar but more

77 Id. at 401.

78 Id. at 402.

79 Id. at 401.

80 Id. at 402.

81 Id.

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targeted interest in protecting children justified requiring the plaintiff to take a course on the identification of child abuse.82

B. Analysis

i. The UPL Rules directly advance important

government interests

New York has a “well-established interest in regulating attorney conduct and in maintaining ethical behavior and independence among the members of the

legal profession.”83 It cannot reasonably be disputed

that this interest qualifies as “important” – indeed,

the Supreme Court has described it as “compelling” 84

and “substantial.”85 The goal of such regulations is to

protect the integrity of “the primary governmental

function of administering justice”86 as well as to “protect the public from ignorance, inexperience and unscrupulousness.”87

The UPL Rules, in conjunction with the qualifications for licensure, clearly further these interests. The

regulations require that those wishing to practice law

obtain legal education, pass examinations designed to

82 Id.

83 Jacoby & Meyers, LLP v. Presiding Justs. of the First, Sec-

ond, Third & Fourth Dep’ts, 852 F.3d 178, 191 (2d Cir. 2017).

84 Goldfarb v. Va. State Bar, 421 U.S. 773, 792 (1975).

85 Sperry v. Florida ex rel. Florida Bar, 373 U.S. 379, 383

(1963).

86 Goldfarb, 421 U.S. at 792.

87 People v. Alfani, 227 N.Y. 334, 339 (1919).

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measure their competency to practice law, and

demonstrate that they have the moral character and

fitness to serve as an officer of the court. “[L]icensure

based on specified standards of education, experience,

and testing” is a form of regulation long recognized

“directly and materially to alleviate concerns about ignorant, incompetent, and/or deceptive” conduct by

professionals.88 Although Brokamp had no occasion to

pass on the licensing of “professions involving less apparent state interests than public health,”89 the licensing of lawyers advances governmental interests

that are just as readily apparent and well-established.

The complaint itself acknowledges that the UPL

Rules “are designed to protect consumers from the

risk of unreliable or unscrupulous representation and

thereby increase public faith in the justice system,”

and that the law serves those purposes “in many applications.”90

The state’s interests are particularly strong here.

In the context of plaintiffs’ lawsuit, the UPL rules are

being applied to the giving of individualized legal advice about how to respond to a pending lawsuit, including what legal defenses to raise (or not raise).

That advice will be given in an organized setting in

which clients will be asked to sign a “User Agreement”

in exchange for receiving assistance from non-lawyers

who will identify themselves as “Justice Advocates.”

Many of the risks that the licensure of attorneys

88 Brokamp, 66 F.4th at 399.

89 Id. at 399 n.24.

90 Compl. (Dkt 1) ¶ 100.

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guards against are at or near their apices in this context. A person without proper legal training may provide incompetent advice that prejudices a client’s legal rights. Or a person with questionable moral character may proceed in a representation despite a clear

conflict of interest or advise a client to make statements that mislead the court. Ensuring that anyone

providing formal advice on how to complete an Answer Form is “trained, examined and licensed” clearly

advances the State’s interests in avoiding those

risks.91

Plaintiffs suggest that the UPL Rules do not advance the state’s interests as applied to them because

Justice Advocates would give “reliable, truthful, and

non-misleading” advice.92 But those allegations – perhaps more properly “predictions” – are “beside the

point.”93 The question is whether the UPL Rules further the state’s interests as applied to “the general circumstances of [plaintiffs’] acts,” not as applied to

plaintiffs’ “individual case.”94 Here, those general circumstances are the giving of legal advice, in an organized setting, to New Yorkers actively being sued. The

licensing requirement directly advances the state’s

stated goals when “considering all the varied groups”

that may seek to engage in that type of speech. 95

91 El Gemayel, 72 N.Y.2d at 705 (quoting Spivak v. Sachs, 16

N.Y.2d 163, 168 (1965)).

92 Compl. (Dkt 1) ¶¶ 106, 111; see id. ¶¶ 3, 101; Mem. in Opp.

to Def.’s Mot. to Dismiss (Dkt 126) at 7-8.

93 Ward, 491 U.S. at 801.

94 United States v. Edge Broad. Co., 509 U.S. 418, 431 (1993).

95 Ward, 491 U.S. at 801.

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ii. The UPL Rules are narrowly tailored

The Rule 12(b)(6) record and the statutory text

demonstrate that the UPL Rules, as applied, are narrowly tailored as a matter of law. To start, the UPL

Rules restrict only the giving of legal advice to a specific person about that person’s individual legal problems.96 New York does not prohibit plaintiffs (or anyone else) from speaking publicly about legal issues, including through the publication of self-help materials.97 Plaintiffs would be free to post their Training

Guide online or distribute it as a pamphlet, complete

with all the same advice as to when each defense on

the Answer Form should be raised. They would be free

also to publicly decry the high rate of default judgments in debt-collection cases and to push for whatever policy reforms they deem necessary. The only

thing plaintiffs cannot do is advise a specific person

about his or her individual case – the circumstances

in which incompetent and unscrupulous legal advice

is most likely to be relied upon and thereby cause

harm.

In that sense, the UPL Rules are materially similar to the mental health counseling law at issue in

96 El Gemayel, 72 N.Y.2d at 706; Matter of Rowe, 80 N.Y.2d

at 341-42.

97 El Gemayel, 72 N.Y.2d at 706; see also Upsolve, 155 F.4th

at 143 (“As New York courts have repeatedly held, individuals

are free to discuss legal topics or provide generalized advice, including by publishing books and guides, without running afoul

of the UPL statutes.”).

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Brokamp.98 Plaintiffs attempt to distinguish that law

on the ground that it applies “only to counseling conversations that happen[] in the context of a formal

counseling session meant to provide medical treatment.”99 But plaintiffs challenge the UPL Rules only

as applied to the wholly analogous context of a formal

advisory session meant to provide legal advice, so the

Court need not address whether the law burdens substantially more speech than necessary in other circumstances. Further attempting to distinguish the

mental health counseling law, plaintiffs complain

that the UPL Rules apply even if a speaker “makes

clear [the speaker is] only a layperson, not an attorney

offering representation.”100 But the mental health law

does not appear to contain any safe harbor for therapists who disclose that they are not licensed but who

otherwise engage in counseling within the meaning of

the law.101 Thus, the statutory definition of the practice of law, like the statutory definition of mental

health counseling, tailors the UPL Rules to a significant degree as applied here.

After substantially narrowing their scope by definition, the UPL Rules impose a restriction on speech

rather than an outright prohibition. Anyone can give

98 See Brokamp, 66 F.4th at 401.

99 Mem. in Opp. to Def.’s Mot. to Dismiss (Dkt 126) at 12.

100 Id. at 13.

101 See N.Y. Educ. Law § 8402; Brokamp, 66 F.4th at 401 (ex-

plaining that the licensing requirement would reach “life

coaches, mentors, and self-help gurus” who engage in conduct

constituting mental health counseling, “however they characterize[] themselves”).

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legal advice to individual clients so long as they obtain

a license. To obtain such a license, a person must satisfy educational, testing, and character requirements

that are tailored to the state’s interests in avoiding ignorant, incompetent, and unethical conduct. New

York does not need to take plaintiffs’ word when they

say that Justice Advocates will provide only “truthful

and non-misleading advice,”102 just as New York did

not need to accept the Brokamp plaintiff’s assertion

that she “pose[d] no threat to public health” given her

extensive education and experience as a therapist. 103

Further demonstrating that New York carefully has

considered the need to balance competing interests in

this area, Justice Advocates could qualify for an exemption from the licensing requirement by completing only two semesters of law school and finding an

approved, lawyer-run program to supervise them.

The only remaining issue is plaintiffs’ contention

that the licensing requirements are too burdensome

as applied to them.104 As Judge Crotty’s thoughtful

opinion noted, there is no doubt that New York could

“impose targeted trainings or educational standards

on Plaintiffs short of a full Bar certification.”105 And

the complaint alleges that some states and federal

agencies permit nonlawyers to perform certain legal

102 Compl. (Dkt 1) ¶ 6.

103 Brokamp, 66 F.4th at 401.

104 See Mem. in Opp. to Def.’s Mot. to Dismiss (Dkt 126) at 12

(arguing Brokamp is distinguishable because the law there “imposed nearly no practical burdens on the plaintiff’s speech”).

105 Opinion & Order (Dkt 68) at 30.

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work.106 Such alternatives might demonstrate that

the UPL Rules are not the least restrictive means of

addressing the state’s interests. But this Court is applying intermediate, not strict, scrutiny. It may not

strike down the UPL Rules “simply because [it] concludes that the government’s interest could be adequately served by some less-speech-restrictive alternative.”107 Rather, because the UPL Rules are substantially related to advancing the state’s legitimate

interests, the Court must defer to New York’s reasonable decision about “how much protection of [those interests] is wise and how that level of [protection] is to

be attained.”108 Accordingly, “[t]hose alternatives do

not alter [the Court’s] tailoring analysis.” 109

The UPL Rules are narrowly tailored for the reasons just explained. They apply only to individualized

legal advice, leaving much law-related speech unregulated, and they prohibit a person from speaking only

until he or she has obtained sufficient training in the

law, permitting anyone willing to satisfy those requirements free to speak as he or she wishes. For

those reasons, and as applied to the type of speech in

which plaintiffs seek to engage, the UPL Rules advance the state’s content-neutral interests without

burdening a substantial amount of speech that is unlikely to bring about the evils against which the rules

are directed. Beyond that, the Court cannot secondguess the New York Legislature’s reasoned, policy106 Compl. (Dkt 1) ¶¶ 74-76.

107 TikTok, 604 U.S. at 77 (quoting Ward, 491 U.S. at 800).

108 Ward, 491 U.S. at 798 (quoting Clark, 468 U.S. at 299).

109 TikTok, 604 U.S. at 77.

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laden decision as to how much training and experience is enough training and experience – a decision

that goes merely to “how much protection of [the government’s interests] is wise.”110

Plaintiffs’ misplaced reliance on McCullen v. Coakley111 underscores that conclusion. There, Massachusetts had enacted a law that prohibited essentially all

speech within a 35-foot radius of any abortion clinic

during business hours.112 After reciting various alternatives that would have “burden[ed] substantially

less speech” and that appeared readily capable of furthering the government’s interests, such as laws targeted at harassment and obstruction, the Court held

the law was not narrowly tailored. 113

The difference between a blanket prohibition on

speech near abortion clinics and a law prohibiting

only harassing or obstructive conduct near abortion

clinics, is not the same as the difference between imposing some educational, testing, and fitness requirements and imposing less educational, testing, and fitness requirements. A ban on any speech within a geographic area unquestionably “suppress[es] a great

quantity of speech that does not cause the evils that

[the ban] seeks to eliminate.”114 An alternative that

bans only harassment would substantially narrow

that overbroad scope. In contrast, New York’s law

110 Ward, 491 U.S. at 798 (quoting Clark, 468 U.S. at 299).

111 573 U.S. 464 (2014).

112 Id. at 471-72.

113 Id. at 490-95.

114 Ward, 491 U.S. at 799 n.7.

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requiring a license to give one-on-one legal advice will

advance the state’s interests in a substantial number

of its applications to speech like the AJM. Tweaking

the prerequisites for licensure would not substantially

alter the amount of speech burdened by the law. No

amount of extrinsic evidence could demonstrate that

obtaining a law degree, passing standardized tests

and a course on New York law, and demonstrating

one’s character and fitness to practice law are requirements so unreasonably burdensome that the state has

exceeded the “latitude” it enjoys to “design regulatory

solutions to address content-neutral interests.” 115

II. Freedom of Association Claim

The freedom of speech “could not be vigorously protected from interference by the State unless a correlative freedom to engage in group effort toward those

ends were not also guaranteed.”116 For that reason,

the Supreme Court long has recognized that “the right

to engage in activities protected by the First Amendment” requires the protection of “a corresponding

right to associate with others” for expressive purposes.117 Plaintiffs argue that application of the UPL

Rules to their conduct violates this “freedom of association.”118

115 TikTok, 604 U.S. at 77 (quoting Turner II, 520 U.S. at

213).

116

Roberts v. U.S. Jaycees, 468 U.S. 609, 622 (1984).

117 Id.

118 Compl. (Dkt 1) ¶¶ 108-12; Mem. in Opp to Def.’s Mot. to

Dismiss (Dkt 126) at 16-20.

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Plaintiffs are mistaken. The regulation does not

penalize plaintiffs’ “mere association” with debt-collection litigants.119 Nor does it intrude “into the internal structure or affairs” of Upsolve or any other organization.120 Plaintiffs only complaint is that the UPL

Rules restrict their ability to associate for the purpose

of giving “free advice about how to fill out a form provided by the State.”121 But New York constitutionally

may regulate the giving of such advice, so “[a]ny burden on plaintiffs’ freedom of association in this regard

is justified for the same reasons that [the Court has]

denied plaintiffs’ free speech challenge.” 122

Plaintiffs invoke NAACP v. Button,123 in which the

Supreme Court struck down a Virginia law that prohibited an organization from retaining an attorney to

represent a third party,124 and In re Primus,125 in

which the Supreme Court struck down a South Carolina law that prohibited an attorney from advising a

prospective client that she could obtain free legal assistance from a nonprofit with which the attorney was

affiliated.126 The Court’s recognition in those cases of

a First Amendment right to engage in “collective activity undertaken to obtain meaningful access to the

119 Holder, 561 U.S. at 39.

120 Jaycees, 468 U.S. at 623.

121 Mem. in Opp. to Def.’s Mot. to Dismiss (Dkt 126) at 18.

122 Holder, 561 U.S. at 40.

123 371 U.S. 415 (1963).

124 Id. at 423-26, 428-29.

125 436 U.S. 412 (1978).

126 Id. at 414, 439.

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courts” has surface appeal here. 127 But the cases are

squarely distinguishable. In each, an attorney was to

be the one providing the legal representation. That

meant that neither state could justify its law for any

of the reasons New York justifies the UPL Rules, leaving the Court to grapple with laws that regulated association qua association. Here, plaintiffs fail to offer

any theory of associational injury that is separable

from their underlying, meritless contention that the

UPL Rules violate their freedom of speech. 128

Conclusion

For the foregoing reasons, the defendant’s motion

to dismiss with prejudice (Dkt 121) is granted. Plaintiffs’ motion to reinstate the preliminary injunction

(Dkt 109) is denied as moot. The Clerk shall close the

case.

SO ORDERED.

Dated:

Corrected:

March 5, 2026

March 6, 2026

127 Id. at 426 (quoting United Transp. Union v. Mich. Bar, 401

U.S. 576, 585 (1971)).

128 See Emilee Carpenter, LLC v. James, 107 F.4th 92, 108

(2d Cir. 2024) (rejecting plaintiffs’ freedom of association claim

as “just another way of saying that the [New York law] violates

[her] free-speech rights” (alterations in original) (quoting Telescope Media Grp. V. Lucero, 936 F.3d 740, 760 (8th Cir. 2019)).

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/s/ Lewis A. Kaplan

Lewis A. Kaplan

United States District Judge