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End-of-life notice: American Legal Ethics Library

As of March 1, 2013, the Legal Information Institute is no longer maintaining the information in the American Legal Ethics Library. It is no longer possible for us to maintain it at a level of completeness and accuracy given its staffing needs. It is very possible that we will revive it at a future time. At this point, it is in need of a complete technological renovation and reworking of the "correspondent firm" model which successfully sustained it for many years.

Many people have contributed time and effort to the project over the years, and we would like to thank them. In particular, Roger Cramton and Peter Martin not only conceived ALEL but gave much of their own labor to it. We are also grateful to Brad Wendel for his editorial contributions, to Brian Toohey and all at Jones Day for their efforts, and to all of our correspondents and contributors. Thank you.

We regret any inconvenience.

Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


Florida Legal Ethics

1.17   Rule 1.17 Sale of Law Practice

1.17:100   Comparative Analysis of Florida Rule

Primary Florida References: FL Rule 4-1.17
Background References: ABA Model Rule 1.17, Other Jurisdictions
Commentary:

1.17:101      Model Rule Comparison

FL Rule 4-1.17 deletes the provision of MR 1.17 that permits a lawyer or law firm to include "good will" in the sale of a practice. The Florida Rule does not limit the sale of a law practice to the situation where the seller is ceasing to engage in the practice of law. The Florida Rule does limit the sale to another lawyer or law firm authorized to practice law in Florida. The Florida Rule does not require the client's consent to the sale; rather, the client must consent to the substitution of counsel that the sale will necessitate, and requires that the client make its objection known within 30 days of being served with notice of the sale. The Florida Rule requires service by certified mail, return receipt requested, of the notice of sale to the seller's clients. The Florida Rule provides that if a representation involves pending litigation, there can be no substitution of counsel or termination of representation unless authorized by the court. The Florida Rule comment provides that the sale of the practice may go forward if the court fails to grant substitution of counsel, but the specific matter at issue may not be included in the sale. The comment also provides that matters not involving pending litigation of clients who could not be served with notice may not be included in the sale. If a client objects to the proposed substitution of counsel, the rule treats the seller as attempting to withdraw from representation and therefore requires the seller to comply with FL Rule 4-1.16. FL Rule 4-1.17(f) requires the purchaser to honor the seller's fee agreements, and omits the language from MR 1.17(d) that allows the purchaser to refuse to undertake the representation unless the client agrees to pay the rate charged by the purchaser for substantially similar services.

1.17:102      Model Code Comparison

FL Rule 4-1.17 has no counterpart in the Model Code, except the aspirational goal set forth in EC 4-6 that a lawyer should not attempt to sell a law practice as a going business because to do so would involve the disclosure of client confidences and secrets.

1.17:200   Traditional Rule Against the Sale of a Law Practice

Primary Florida References: FL Rule 4-1.17
Background References: ABA Model Rule 1.17, Other Jurisdictions
Commentary: ABA/BNA 91:801, Wolfram 16.2.1

There are no Florida cases or ethics opinions dealing with this rule.

1.17:300   Problems in Sale of Practice

Primary Florida References: FL Rule 4-1.17
Background References: ABA Model Rule 1.17, Other Jurisdictions
Commentary: ABA/BNA 91:801, Wolfram 16.2.1

There are no Florida cases or ethics opinions dealing with this rule.