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 The practice of law is
a profession, not merely a business. Clients are not commodities that can
be purchased and sold at will. Pursuant to this Rule, when a lawyer or an
entire firm ceases to practice, or ceases
to practice in an area of law, and other lawyers or firms take over the representation,
the selling lawyer or firm may obtain compensation for the reasonable
value of the practice as may withdrawing partners of law firms. See ERs
5.4 and 5.6.
Termination of Practice by the Seller
 The requirement that
all of the private practice, or all of an area of practice, be sold is satisfied
if the seller in good faith makes the entire practice, or the area of practice,
available for sale to the purchasers. The fact that a number of the seller's
clients decide not to be represented by the purchasers but take their matters
elsewhere, therefore, does not result in a violation. Return to private practice
as a result of an unanticipated change in circumstances does not necessarily
result in a violation. For example, a lawyer who has sold the practice to
accept an appointment to judicial office does not violate the requirement
that the sale be attendant to cessation of practice if the lawyer later resumes
private practice upon being defeated in a contested or a retention election
for the office or resigns from a judiciary position.
 The requirement
that the seller cease to engage in the private practice of law does not prohibit
employment as a lawyer on the staff of a public agency or a legal services
entity that provides legal services to the poor, or as in-house counsel to
 The Rule permits
a sale of an entire practice attendant upon retirement from the private practice
of law within the jurisdiction. Its provisions, therefore, accommodate the
lawyer who sells the practice on the occasion of moving to another state.
Some states are so large that a move from one locale therein to another is
tantamount to leaving the jurisdiction in which the lawyer has engaged in
the practice of law. To also accommodate lawyers so situated, states may permit
the sale of the practice when the lawyer leaves the geographical area rather
than the jurisdiction.
 This Rule also permits
a lawyer or law firm to sell an area of practice.
If an area of practice is sold and the lawyer remains in the active practice
of law, the lawyer must cease accepting any matters in the area of practice
that has been sold, either as counsel or co-counsel or by assuming joint responsibility
for a matter in connection with the division of a fee with another lawyer
as would otherwise be permitted by ER
1.5(e). For example, a lawyer with a substantial
number of estate planning matters and a substantial number of probate administration
cases may sell the estate planning portion of the practice but remain in the
practice of law by concentrating on probate administration; however, that
practitioner may not thereafter accept any estate planning matters. Although
a lawyer who leaves a jurisdiction or geographical area typically would sell
the entire practice, this Rule permits the lawyer to limit the sale to one
or more areas of the practice, thereby preserving the lawyer's right to continue
practice in the areas of the practice that were not sold.
Sale of Entire Practice or Entire Area of Practice
 The Rule requires
that the seller's entire practice, or an entire area of practice, be sold.
The prohibition against sale of less than an entire practice area protects
those clients whose matters are less lucrative and who might find it difficult
to secure other counsel if a sale could be limited to substantial
fee-generating matters. The purchasers are required to undertake all client
matters in the practice or practice area, subject to client consent. This
requirement is satisfied, however, even if a purchaser is unable to undertake
a particular client matter because of a conflict of interest.
Client Confidences, Consent and Notice
 Negotiations between
seller and prospective purchaser prior to disclosure of information relating
to a specific representation of an identifiable client no more violate the
confidentiality provisions of Model ER 1.6
than do preliminary discussions concerning the possible association of another
lawyer or mergers between firms, with respect to which client consent is not
required. Providing the purchaser access to client-specific information relating
to the representation and to the file, however, requires client consent. The
Rule provides that before such information can be disclosed by the seller
to the purchaser the client must be given actual written
notice of the contemplated sale, including the identity of the purchaser,
and must be told that the decision to consent or make other arrangements must
be made within 90 days. If nothing is heard from the client within that time,
consent to the sale is presumed.
 A lawyer or law
firm ceasing to practice cannot be required to remain in practice
because some clients cannot be given actual notice of the proposed purchase.
Since these clients cannot themselves consent to the purchase or direct any
other disposition of their files, the Rule requires an order from a court
having jurisdiction authorizing their transfer or other disposition. The Court
can be expected to determine whether reasonable
efforts to locate the client have been exhausted, and whether the absent client's
legitimate interests will be served by authorizing the transfer of the file
so that the purchaser may continue the representation. Preservation of client
confidences requires that the petition for a court order be considered in
camera. (A procedure by which such an order can be obtained needs to be established
in jurisdictions in which it presently does not exist).
 All elements of
client autonomy, including the client's absolute right to discharge a lawyer
and transfer the representation to another, survive the sale of the practice
or area of practice.
Fee Arrangements Between Client and Purchaser
 The sale may not
be financed by increases in fees charged the clients of the practice. Existing
arrangements between the seller and the client as to fees and the scope of
the work must be honored by the purchaser.
Other Applicable Ethical Standards
 Lawyers participating
in the sale of a law practice or a practice area are subject to the ethical
standards applicable to involving another lawyer in the representation of
a client. These include, for example, the seller's obligation to exercise
competence in identifying a purchaser qualified to assume the practice and
the purchaser's obligation to undertake the representation competently (see
Rule 1.1);the obligation to avoid
disqualifying conflicts, and to secure the client's informed
consent for those conflicts that can be agreed to (see Rule
1.7 regarding conflicts and Rule
1.0(e) for the definition of informed consent); and the obligation
to protect information relating to the representation (see Rules
1.6 and 1.9).
 If approval of
the substitution of the purchasing lawyer for the selling lawyer is required
by the rules of any tribunal
in which a matter is pending, such approval must be obtained before the matter
can be included in the sale (see Rule
Applicability of the Rule
 This Rule applies
to the sale of a law practice of a deceased, disabled or disappeared lawyer.
Thus, the seller may be represented by a non-lawyer representative not subject
to these Rules. Since, however, no lawyer may participate in a sale of a law
practice which does not conform to the requirements of this Rule, the representatives
of the seller as well as the purchasing lawyer can be expected to see to it
that they are met.
 Admission to or
retirement from a law partnership or professional association, retirement
plans and similar arrangements, and a sale of tangible assets of a law practice,
do not constitute a sale or purchase governed by this Rule.
 This Rule does
not apply to the transfers of legal representation between lawyers when such
transfers are unrelated to the sale of a practice or an area of practice.