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