What must Connecticut lawyers do when selling a law practice or practice area?

Plain-English summary

Rule 1.17 requires the seller to stop practicing in Connecticut in the sold practice or area, sell the entire practice or area, notify affected clients, and avoid increasing client fees because of the sale. The seller may perform legal and administrative work reasonably necessary to transition existing matters but may not accept new matters or continue as co-counsel in the sold area.

The buyer must be qualified and undertake the whole practice or area, subject to conflicts that prevent particular representations. The seller must obtain informed client consent and may share limited information to detect conflicts. If a client cannot be notified, a court must authorize transfer of that matter. Transitional work cannot be charged to clients because it is required by the sale rather than their cases.

Communications must distinguish the buyer as owner and accurately describe the seller. "Of counsel" requires a close, continuing, personal relationship during transition; "retired" may be used afterward when practice has ended. Continued use of firm names, deceased lawyers' names, and a shared website must not imply a partnership or active status that does not exist.

In practice

Under this opinion, a practice sale is a client-transition process rather than a selective transfer of lucrative matters. Rule 1.17's complete-sale, consent, continuity, fee, and communication requirements control both the transaction and the seller's post-closing activity.

Common questions

Q: May the seller keep taking new matters in the sold practice area?

A: No. Post-sale work is limited to what is reasonably necessary to transition existing matters.

Q: May only the most valuable clients be sold?

A: No. The entire practice or practice area must be offered for competent continuation, subject to purchaser conflicts.

Q: May clients be charged for transition work?

A: No. The opinion treats that as an impermissible fee increase caused by the sale.

Q: What if a client cannot be reached?

A: A court of competent jurisdiction must authorize transfer of that client's matter.

Q: May the seller be called "of counsel" after the sale?

A: During transition, only if the relationship is close, continuing, and personal. A retired designation may follow when the seller actually ceases practice.

Q: May two separate firms use one website?

A: Yes only if the website explains the arrangement and clearly disclaims a partnership or other relationship that does not exist.

Background and rules framework

Rule 1.17 governs the sale, Rule 1.16(d) governs transition and termination, and Rule 1.6(c)(5) permits limited conflict-check disclosures. Rules 7.1 and 7.5 govern firm names and communications; the opinion also applies multiple-firm conflict, supervision, licensing, and safekeeping duties.

Citations and references

Rules of Professional Conduct:

• Connecticut Rules 1.17, 1.16(d), 1.6(c)(5), 7.1, 7.5, 5.4(a)(2), 1.7, 1.8(k), 1.9, 1.10, 1.18, 5.1, 5.3, 5.5, and 1.15(b)
• ABA Model Rule 1.17

Other opinions cited:

• ABA Formal Opinion 468 (2014), facilitating the sale of a law practice
• ABA Formal Opinion 90-357, meaning of "of counsel"
• Connecticut Informal Opinions 87-16 and 03-12, retired lawyer in firm name
• Connecticut Informal Opinion 15-06, simultaneous multiple-firm practice

See also

• CT Informal Op. 15-06: Practicing in multiple firms
• LSBA Op. 05-RPCC-001: Retiring or closing a practice
• CT Informal Op. 18-01: Retiring-lawyer file retention

Source

• Landing page: Connecticut Bar Association Informal Ethics Opinions
• Original PDF: Informal Opinion 15-08