Additional Resources for Winding Down and Moving On
A. State Bar Ethics Opinions
Links to the full text are included where available. Digests of all of
these opinions are available in the ABA/BNA Lawyers' Manual on Professional
Conduct. The Manual is a useful general resource for research
in professional responsibility. In addition to a general treatise on professional
responsibility, it also has digests of thousands of state and local bar
association ethics opinions. The Manual is very widely available
in law libraries and is also available on Westlaw in the database ABA-BNA.
Further information about the Manual (which includes a 30 day free
trial) is available here.
I. State Bar opinions that permit the sale of a law practice in states that have not adopted a sale of a law practice rule:
1) Connecticut Ethics Opinion 99-10 (1999)
2) District of Columbia Ethics Op. 294 (1999)
3) Kansas Ethics Op. 93-14 (1993)
II. State Bar Opinions that address the winding down of a law practice
1) Illinois State Bar Opinion 94-14
2) Louisiana Opinion 05-RPCC-001 (2005)
3) Maryland opinions 2005-01 (2004) and 92-2 (1992)
4) Michigan Opinion RI-100 (1991)
5) New Jersey Opinion 692 (supplement) (2002)
6) Oregon Opinion 2005-23 (2005)
7) Pennsylvania Opinion 94-51 (1994)
III. State Bar Opinions that address a lawyer's obligations with regard to client files when a firm is dissolved
1) New
York State Bar Opinion 623
2) Nassau County Bar Association 93-23 (1993)
3) Nassau County Bar Association Opinion 89-43 (1989)
4) Ohio State Bar Association Informal Opinion 98-2 (1998)
5) State Bar of Wisconsin Committee on Professional Ethics Opinion E-98-01 (1998)
B. Examples of variations in state versions of Rule 1.17
California Rule of Professional Conduct 2-300 has permitted the sale of a law practice, including goodwill, since 1989, predating Model Rule 1.17. Since the ABA added Rule 1.17 to the Model Rules in 1990 it has been adopted or used as a model by at least forty two jurisdictions. These include Alaska, Arizona, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Indiana, Iowa, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming and the Virgin Islands.
There can be significant variations in states' versions of Rule 1.17, as shown in the following examples.
Some states require that the practice be sold in its entirety to a single purchaser. See, e.g., Alaska , Colorado, Georgia and North Dakota's versions of Rule 1.17.
The ABA Model Rule states that the client's consent to the transfer of
the client's files to the purchaser will be presumed if the client does
not object within 90 days. The Florida
and North Carolina versions
of the Rule require thirty days' notice, Colorado,
New Jersey
and Pennsylvania
require sixty days' notice.
The ABA Model Rule assumes client consent if a client who has received notice of the sale does not take any action or does not otherwise object to the notice of sale. The representation of those clients who cannot be given notice can be transferred to the purchasing lawyer only by order of the court. Subpart e(2) of Florida Rule 4-1.17 provides that:
