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Some portions of the collection may already be severely out of date, so please be cautious in your use of this material.


Michigan Legal Ethics

1.17   Rule 1.17 Sale of Law Practice

1.17:100   Comparative Analysis of MI Rule

¥ Primary Michigan References: MI Rule 1.17
¥ Background References: ABA Model Rule 1.17, Other Jurisdictions
¥ Commentary:

1.17:101      Model Rule Comparison

MRPC 1.17 relating to the sale of a law practice adds the requirement that written notice of a pending sale should be given at least 90 days prior to the date of the sale to each of the sellerÕs clients. The clientÕs consent to the sale is presumed if the client takes no action within 90 days of the receipt of the notice.

The Michigan Rule also removes the requirement that a seller cease to engage in the private practice of law in the geographic area or jurisdiction in which the practice has been conducted and substitutes a provision permitting the sale to be conditioned upon the seller ceasing to practice law for a reasonable period of time in the geographical area. The Michigan Rule does not require that the practice be sold as an entirety to another lawyer or law firm.

1.17:102      Model Code Comparison

[The discussion of this topic has not yet been written.]

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

¥ Primary Michigan References: MI Rule 1.17
¥ Background References: ABA Model Rule 1.17, Other Jurisdictions
¥ Commentary: ABA/BNA ¤ 91:801, Wolfram ¤ 16.2.1
¥ MI Commentary: Dubin and Schwartz MRPC 1.17

Prior to the adoption of this rule, the Michigan Court of Appeals held that the sale of the law practice of a deceased lawyer could not include an amount for good will. Detroit Bank & Trust Co v Coopes, 93 Mich App 459; 287 NW2d 266 (1979). Under this rule, the sale of a private law practice, including its good will, is specifically permitted.

1.17:300   Problems in Sale of Practice

¥ Primary Michigan References: MI Rule 1.17
¥ Background References: ABA Model Rule 1.17, Other Jurisdictions
¥ Commentary: ABA/BNA ¤ 91:801, Wolfram ¤ 16.2.1
¥ MI Commentary: Dubin and Schwartz MRPC 1.17

The Comment to this rule more fully discusses its various aspects, including selling the entire practice, termination of practice by the seller, conflicts of interest, client confidences, consent and notice and fee arrangements between client and purchaser.