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Sale & Withdrawal from a Law Practice
Post on May 3rd, 2012

This was originally presented at the Ohio State Bar Association Annual Convention in Cleveland, Ohio in 2012 by Thomas J. Bonasera, Dinsmore & Shohl, LLP.

Presentation Agenda — Introduction, Arguments For/Against Allowing Purchase & Sale of a Law Practice, Background/ABA Model Rule, Ohio Rule – Sale of Ohio Law Practice 1.17, Fee Disputes – Arbitration/Mediation, Withdrawal Consideration, Conclusion

 

Sale Of And Withdrawal From A Law Practice · Outline

By:
Thomas J. Bonasera
Dinsmore & Shohl, LLP
191 W. Nationwide Blvd., Suite 300
Columbus, Ohio 43215
Phone: 614-1227-4263
Fax: 614-221-8590
Email: [email protected]

Introduction

Arguments For And Against Allowing Purchase And Sale Of A Law Practice [ethical Obligation To Clients And General Public]

  • Conflict of Interest
  • Fee Splitting
  • Confidentiality
  • Solicitation
  • Restrictive Covenants

Background/ABA Model Rule

  • Ohio Opinion — 92-19
  • OSBA Opinion- 81-9
  • ABA Rule 1.17 – Sale of a Law Practice
  • Agreements Restricting the Practice of a Lawyer, Ohio Rules of Professional Conduct, Rule 5.6: “Restrictions on Right to Practice.
    • Also see ABA Journal, 9/28/08, “[C]ase law in most. .. states gives lawyers the right to mobility.” Citing Nixon Peabody, LLP v. de Senilhes, Valsamdidis, N.Y. Supreme Ct., 9/16/08, attached as Exhibit IIID(l).
  • Withdrawal from Employment, Ohio Rules ofProfessional Conduct, Rule 1.16: “Declining or Terminating Representation”

Ohio Rule – Sale of Law Practice Rule 1.17

  • Stop Practice of Law
  • Sell Entire Practice
  • Not for Resale
  • Notice to Clients and Right to Choose
  • Client Protections/Limited Liability
  • Insurance Consolidation
  • Withdrawal From Employment Duties, Rule 1.16: Declining or Terminating Representation
  • Dividing Legal Fees with a Non-Lawyer, Rule 5.4(a)
  • Other States – Examples
    • California
    • Florida
    • Iowa
    • Kansas
    • Michigan
    • Minnesota
    • Missouri
    • New York
    • Oklahoma
    • Oregon
    • West Virginia
    • Wisconsin

Fee Disputes – Arbitration/Mediation

  • Division of Fees Among Lawyers, Rule l.5(e)&(t)
  • Schulman v. Wolske & Blue Co., LPA (1998), 125 Ob. App. 3d 365
  • Sample Arbitration Agreement

Withdrawal Consideration

  • Sample Termination Agreement- Attached Example
    • Partnerships -Oral/Written
    • Corporations – Buy/Sell and Close Corporation Agreements
    • LLC – Operating Agreements
    • Employment Agreement
  • The Supreme Court of Ohio, Board of Commissioners on Grievances and Discipline, Opinion 98-5
  • Ethical Obligations \V11en a Lawyer Changes Firms, ABA Opinion 99-414
  • Seigel v. Arter & Hadden, (1999) 85 Ohio St. 3d 171 -Tortious Interference

Conclusion