ISBA Ethics Opinions on Law Firm Partnership and Employment Agreements

After departure, an associate who has left a law firm may contact clients of the firm with whom he had an attorney-client relationship. The Rules of Professional Conduct do not preclude him from informing such clients that he has departed and that they have the right to continue with the firm or transfer the file to him. Notice to the client is mandatory where a departing associate has been involved in representing the client in such degree or kind that the departure could reasonably affect either the client’s decisions regarding the representation or the means of accomplishing the client’s objectives. In such case, the associate must ensure that he or the firm (or both) timely inform the client of his departure. Whether such notice must issue before the associate’s departure will depend on the circumstances.

Employment agreement providing for execution of promissory note by attorney/employee payable only if he/she competes after terminating employment is professionally improper.

A departing associate and the firm may both seek the consent of the associate's clients to continued representation. Fees earned during the associate's employment by the firm should be divided according to the employment agreement, but that agreement may not require sharing of fees earned subsequent to withdrawal.