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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 11 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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<img style="max-width: 100%;height: auto;max-width: 100%;height: auto" loading="lazy" class="alignright size-medium wp-image-3201" src="https://www.thelawforlawyerstoday.com/wp-content/uploads/sites/754/2017/03/Puzzle-pieces-300x228.jpg" alt="With teamwork, anything is possible" width="300" height="228">Dissolving a law firm is a process, not an event, the D.C. Bar Legal Ethics Committee said in a new <a href="https://filehost.thompsonhine.com/uploads/DC-Legal-Ethics-Opinion_372_5315.pdf" target="_blank" rel="noopener noreferrer">opinion</a> released earlier this month, and some ethical obligations continue even after dissolution.&nbsp; &ldquo;The paramount&rdquo; principle, said the committee, is to &ldquo;continue to competently, zealously and diligently represent and communicate with the clients during the dissolution process.&rdquo;
Answering the&nbsp;three W&rsquo;s
The opinion&nbsp;addresses the situation where the firm dissolves or will do so in the reasonably foreseeable future, and it answers many of the &ldquo;who,&rdquo; &ldquo;what&rdquo; and&nbsp;&ldquo;when&rdquo; questions that can arise.&nbsp; Here are some of them:
<ul>
<li>Who should get notice&nbsp;of the upcoming dissolution?&nbsp; All clients, even those with inactive matters and files that have&nbsp; been closed less than&nbsp;five years.&nbsp; If the firm is holding intrinsically valuable client property (wills, stock certificates), the client should be notified no matter how long the file&nbsp;has been closed.&nbsp; Relevant third parties, such as opposing counsel and tribunals, should also get notice.</li>
<li>Who should give the notice?&nbsp; Joint notice by all firm members is &ldquo;preferred.&rdquo;&nbsp; But if the firm&rsquo;s lawyers cannot agree on the form or the terms of that notice, the lawyer with the most significant contact should give notice.&nbsp; Only if this is not practicable should lawyers give unilateral notice to the clients.</li>
<li>When should notice be issued?&nbsp; There is no bright line.&nbsp; Notice must be timely, and at least give time for the clients to make an informed decision about their future representation, to hire other counsel,&nbsp;and for papers and property to be returned&nbsp;(including any refunds owed).</li>
<li>What should be communicated?&nbsp; The notice can&rsquo;t contain false or misleading statements, and should provide the clients with options:&nbsp; &nbsp;to choose representation by any member of the dissolving firm; by any other lawyer; or by any other firm.&nbsp; The notice may not restrict any lawyer&rsquo;s right to practice, which is barred by <a href="http://www.dcbar.org/bar-resources/legal-ethics/amended-rules/rule5-06.cfm">D.C.&rsquo;s&nbsp;adoption</a> of <a href="http://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_5_6_restrictions_on_rights_to_practice.html">Model Rule&nbsp;5.6</a>.</li>
<li>What if the client doesn&rsquo;t respond?&nbsp; The notice should provide that if the client fails to respond by choosing one of the options, the client is deemed to remain a client of the lawyer who has been primarily responsible for providing legal services to the client.&nbsp; The D.C. Committee recognized that identifying that lawyer can be difficult; it did not deal with the issue of the potentially open-ended time-frame for the &ldquo;responsible&rdquo; lawyer&rsquo;s duties to the unresponsive&nbsp;client, or what happens if the lawyer is headed to a firm where she would have a conflict in continuing to represent the unresponsive client.</li>
<li>What files must the firm return to the client?&nbsp; D.C. law permits lawyers to assert and enforce retaining liens for unpaid fees against client property &mdash; but they are &ldquo;strongly disfavored&rdquo; under a <a href="https://filehost.thompsonhine.com/uploads/DC-Legal-Ethics-Opinion_250_170d.pdf" target="_blank" rel="noopener noreferrer">1994 ethics opinion</a>.&nbsp; Rather, even when asserting such a lien, the lawyer can retain only the lawyer&rsquo;s own work that the client hasn&rsquo;t paid for, and then only if the client can pay and if&nbsp;withholding that portion of the file will not irreparably harm the client&rsquo;s interests.&nbsp; For files in electronic form, the lawyer must comply with a client&rsquo;s reasonable request to convert electronic records to paper form, absent some agreement to the contrary.&nbsp; The client ordinarily must bear conversion costs.</li>
</ul>
Dissolving a firm that includes non-lawyers
Unique to D.C. practice is the issue of dissolving a firm that includes lawyers and non-lawyers in partnership &mdash; a form of practice permitted there under <a href="http://www.dcbar.org/bar-resources/legal-ethics/amended-rules/rule5-04.cfm">D.C. Rule 5.4(b)</a>.&nbsp; The rule permits lawyers to practice in firms where non-lawyers&nbsp;hold a financial interest or managerial authority, and carry out &ldquo;professional services which assist the organization in providing legal services to clients.&rdquo;&nbsp; Because the rule says that the non-lawyers in such a firm have the same ethical duties as the lawyers, the duties as to the dissolving firm would apply equally to the non-lawyer partners of such a firm, said the D.C. Committee.

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Ethics

Legal Ethics, Professional Responsibility and the Business of Law

Client choice, communication are “paramount” when firm dissolves, says D.C. ethics opinion