Can a partner who leaves a firm take the client files he worked on with him?

Plain-English summary

A partner withdrew from a firm and, on leaving, removed a considerable number of files to his new office. The continuing firm had not consented to the removal and wanted the files back. The withdrawing partner, who had done substantially all the work on those files, took the view that he was directly responsible for the clients and that the files should not be returned until the clients specifically requested it. All involved agreed that the client decides who will represent him, and limited their disagreement to who should hold the files pending that decision.

The committee noted that questions of law about the parties' legal obligations regarding the files lay beyond its purview. On the ethics question, it concluded that, absent a controlling provision in a partnership agreement or other instrument, and absent the continuing firm's consent, a withdrawing partner has no right to remove from the firm's premises files he may have worked on, in advance of specific instructions from the client whose work the file concerns. The committee concurred in the continuing firm's suggestion that a dignified and appropriate notice of the withdrawal be sent to the clients involved, with a request that they give instructions.

Currency note

This opinion was issued in 1969, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Canons 7 and 33. As the bar's own cross-reference notes, the responsibilities of lawyers and firms on the division or dissolution of a practice are now addressed by Rule 4-5.8, and surrender of client files on termination by Rule 4-1.16. Treat this page as historical context, not current guidance. Verify against the current rules before relying on any specific requirement mentioned here.

Common questions

Q: Can a departing partner take the files for clients he personally handled?

A: Under this opinion, not unilaterally. Absent a partnership agreement provision, the continuing firm's consent, or client instructions, the withdrawing partner had no right to remove files from the firm's premises.

Q: Who decides where the files go?

A: The client. All parties agreed it is for the client to decide who represents him; the committee endorsed sending clients a dignified notice of the withdrawal with a request for instructions.

Background and rules framework

The opinion applied the former Canons 7 and 33. The responsibilities of a withdrawing partner and the continuing firm on the division or dissolution of a practice are now addressed by Rule 4-5.8 of the Rules Regulating The Florida Bar, and the surrender of client files by Rule 4-1.16; the Model Rule analogue for file surrender is Rule 1.16.

Citations and references

Rules of Professional Conduct:

• Canons 7 and 33 [Code of Professional Responsibility; division of practice now in Rule 4-5.8]

See also

• FL Bar Ethics Op. 69-20: Deceased Partner Names in PA Name

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-69-1/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-69-1-2.pdf

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

FLORIDA BAR ETHICS OPINION
OPINION 69-1
March 28, 1969
Advisory ethics opinions are not binding.
In the absence of any controlling provision in a partnership agreement or other instrument or of consent by the continuing firm, or of specific instructions from the client in question, a withdrawing partner has no right to remove from the partnership premises files on which he may have worked while a member of the firm.
Canons: 7 and 33 [See current 4-5.8]
Chairman MacDonald stated the opinion of the Committee:
Members of The Florida Bar advise that one member recently withdrew from their partnership, leaving the remaining partners to continue the firm practice. The withdrawing partner, upon the discontinuance of his association with the firm, removed a considerable number of files from the firm offices to his new office. The firm did not consent in advance to this removal and desires their return; the withdrawing partner, who had performed substantially all of the work in connection with the files in question, is of the view that he is directly responsible for the clients and that the files should not be returned until the clients specifically so request.
The continuing firm and the withdrawing partner commendably all seek our guidance in this controversy, recognizing the validity of the proposition that it is for the client to decide who shall represent him, and limiting their disagreement to the identity of the proper possessor of the files pending such designation.
We observe at the outset that is entirely likely as a matter of law that all of the inquiring individuals, both the withdrawing partner and the continuing firm, may have legal obligations in connection with the handling of the various legal matters which may be involved in the files described. The nature and scope of these obligations might vary dependent upon the subject matter of the files. In all events, there are involved questions of law beyond our purview. However, as to the matter of legal ethics here involved, it is our decided view that in the absence of any controlling provision in a partnership agreement or other instrument, and in the absence of consent by the continuing firm, a withdrawing partner has no right to remove from the partnership premises files on which he may have worked while a member of the firm in advance of specific instructions from the client whose work is encompassed by the file in question.
We concur in the suggestion advanced by the continuing firm that a dignified and appropriate notice of the withdrawal be submitted to the clients involved with an appropriate request that instructions be given.