Who keeps a deceased solo lawyer's client files when another lawyer buys the office and library?

Plain-English summary

An attorney, the last surviving member of his law firm, had died, and his executor sold the building, library, and physical assets to another attorney. The committee was asked whether it was proper to leave the deceased attorney's files in the custody of the purchasing attorney, and whether that attorney could send the deceased's clients letters saying he had their files and asking what to do with them.

The committee answered both questions no. The files may contain privileged or confidential information, and the purchasing attorney has no attorney relationship with any of the former firm's clients and should have nothing to do with safekeeping their files, even as an accommodation. The committee said the attorney for the executor should advise the executor to arrange for safekeeping of the files and to notify the former firm's clients of the death of the last surviving partner, stating that they may pick up their files or have them sent to attorneys of their choice. A communication from the purchasing attorney to the clients of the old firm presents the danger of solicitation or the appearance of it.

Currency note

This opinion was issued in 1975, before The Florida Bar's adoption of the 2006 revisions to the Rules of Professional Conduct. It applied the former Code of Professional Responsibility, which has since been replaced. Treat this page as historical context, not current guidance. Verify against current Rules 4-1.6 and 4-1.16 before relying on any specific requirement mentioned here.

Common questions

Q: Can the lawyer who buys a deceased solo's office keep the client files?

A: The opinion concluded it is improper, because the files may contain confidential information and the buyer has no attorney relationship with those clients.

Q: Can the buyer write the clients to ask what to do with their files?

A: No. Per the opinion, such a communication presents the danger of solicitation or the appearance of it.

Q: Who should handle the files?

A: The committee said the executor's attorney should advise the executor to arrange safekeeping and notify the clients, who may pick up their files or have them sent to attorneys of their choice.

Background and rules framework

The opinion applied EC 4-6 of the former Code of Professional Responsibility, concerning the protection of a client's confidences on the termination of a lawyer's practice. Those subjects correspond to Model Rule 1.6 (confidentiality) and Model Rule 1.16 (duties on termination, including surrendering client files), with the solicitation concern reflected in Model Rule 7.3; the current Florida counterparts are Rules 4-1.6 and 4-1.16.

Citations and references

Rules of Professional Conduct (as cited, former Code):

• CPR EC 4-6 (protecting client confidences on termination of practice)

See also

• FL Bar Ethics Op. 74-47: Fee Split With Ill Lawyer
• FL Bar Ethics Op. 76-29: No Fee Division With Discharged Counsel

Source

• Landing page: https://www.floridabar.org/etopinions/etopinion-74-43/
• Original PDF: https://www-media.floridabar.org/uploads/2017/04/FL-Bar-Ethics-Op-74-43-1.pdf

Original opinion text

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

FLORIDA BAR ETHICS OPINION
OPINION 74-43
February 18, 1975
Advisory ethics opinions are not binding.
It is improper to leave a deceased attorney's files in the physical custody of the attorney who has purchased the physical assets of the deceased attorney's firm. It is also improper for the attorney who has purchased the physical assets to send the clients a letter advising that he has possession of the files and asking these clients what to do with them.
CPR: EC 4-6
Vice Chairman Sullivan stated the opinion of the committee:
An attorney, now deceased, was the last surviving member of his law firm. His executor has sold the building in which the law firm was located as well as the firm's library and physical assets to another attorney.
We are asked:
1. Whether it is proper to leave the deceased attorney's files in the physical custody of the attorney who has purchased the physical assets of the old firm.
2. Whether the attorney who has purchased the physical assets may properly send letters to the clients of the deceased attorney advising that he has possession of their files and asking these clients to let him know what to do with them.
The Committee is of the opinion that both questions should be answered in the negative.
The files may contain privileged or confidential information. The attorney purchasing the physical assets has no relationship as an attorney with any of the former firm's clients and should have nothing to do with the safekeeping of their files even as an accommodation. The Committee believes that the attorney for the executor should advise the executor to arrange for safekeeping of the files, and to notify clients of the former firm of the death of the last surviving partner, stating that they may pick up their files or have them sent to attorneys of their choice.
A communication from the attorney purchasing the physical assets to the clients of the old firm presents the danger of solicitation or the appearance thereof.