Does a Pennsylvania lawyer have to put the fee in writing for every client?

Plain-English summary

The opinion holds that "the requirement of a written communication to the client is not a mere suggestion but an important ethical obligation, regardless of the nature of the relationship or the fee to be charged, if any." Rule 1.5(b) requires the basis or rate of the fee to be communicated in writing before or within a reasonable time after commencing the relationship, with the only exception being where the lawyer has regularly represented the client, because such a client ordinarily will have developed an understanding of the basis and rate of the fee. The opinion applies the requirement across flat-fee, no-fee or pro bono, limited-scope, court-appointment, witness, and third-party-payor engagements.

The opinion is careful about what the writing must contain. It states that "Rule 1.5 does not require a formal engagement letter or fee agreement signed by the client or that a fee arrangement contain more information than 'the basis or rate of the fee.'" Quoting Comment [1], it explains that "furnishing the client with a simple memorandum or a copy of the lawyer's customary fee schedule is sufficient if the basis or rate of the fee is set forth." Contingent fees are treated separately under Rule 1.5(c), which requires a written agreement stating the method of determining the fee, the applicable percentages, and how expenses are deducted.

The opinion connects the fee writing to other duties. Although Rule 1.5 sets the minimum, it reasons that in most cases a more detailed explanation, though not required to be in writing, is important to document compliance with Rule 1.4's duty to communicate the information necessary for the client to make informed decisions. The opinion recommends, as a best practice, that the client sign and date the document to protect both parties and avoid disputes, and notes that the writing required by Rule 1.5 must be maintained for five years under Rule 1.15(c), and that Disciplinary Counsel regularly request the fee arrangement to determine the scope of the representation.

In practice

Under this opinion, a Pennsylvania lawyer should communicate the basis or rate of the fee in writing in essentially every engagement, with the lone exception of a client the lawyer has regularly represented. The opinion holds that the writing need not be a signed engagement letter and need contain no more than the basis or rate of the fee, that contingent fees require the fuller written agreement specified in Rule 1.5(c), and that the Rule 1.5 writing must be retained for five years under Rule 1.15(c).

Common questions

Q: Do I need a signed engagement letter?

A: No. The opinion concludes "Rule 1.5 does not require a formal engagement letter or fee agreement signed by the client"; a memorandum or a copy of the lawyer's customary fee schedule stating the basis or rate of the fee is sufficient.

Q: Is there any client I do not have to give a fee writing to?

A: Yes, the opinion says the only exception is a client the lawyer has regularly represented, who will ordinarily already understand the basis and rate of the fee.

Q: Does the writing rule apply even when I am working for free or on a flat fee?

A: Yes. The opinion concludes the requirement applies "regardless of the nature of the relationship or the fee to be charged, if any," including no-fee, flat-fee, limited-scope, and court-appointment matters.

Q: How are contingent fees different?

A: The opinion explains Rule 1.5(c) requires a written agreement stating the method of determining the fee, the applicable percentages, and how expenses are deducted.

Background and rules framework

The opinion interprets Pennsylvania Rule of Professional Conduct 1.5 (fees), focusing on 1.5(b) (writing the basis or rate of the fee) and 1.5(c) (contingent-fee agreements), together with Comment [1]. It connects these to Rule 1.4 (communication) and Rule 1.15(c) (five-year retention of the writing). Pennsylvania Rule 1.5 tracks ABA Model Rule 1.5, with Pennsylvania's writing requirement being broader than the Model Rule's, which calls for a writing "preferably."

Citations and references

Rules of Professional Conduct:

• Pa.R.P.C. 1.5, including 1.5(b), 1.5(c), and Comment [1]; ABA Model Rule 1.5
• Pa.R.P.C. 1.4; ABA Model Rule 1.4
• Pa.R.P.C. 1.15(c)

Other opinions cited:

• Joint Formal Op. 2022-300: flat, earned-upon-receipt, and non-refundable fees
• Joint Formal Op. 2011-100: limited-scope representation
• Conn. Bar Ass'n Informal Op. 01-09: eliminating uncertainty and surprise

See also

• ABA Formal Op. 505: Fees Paid in Advance for Contemplated Services
• ABA Formal Op. 487: Fee Division With Client's Prior Counsel

Source

• Landing page: PBA Ethics Opinions (Public)
• Original PDF: F2025-100.pdf