NOTICE OF TERMINATION OF LEGAL REPRESENTATION
(“Termination Letter”)
Table of Contents
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Date: [DATE]
From:
[FIRM NAME], [STATE] Professional Corporation
[STREET ADDRESS]
[CITY, STATE ZIP]
[TEL] | [EMAIL]
To:
[CLIENT NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]
Re: Termination of Legal Representation in [MATTER DESCRIPTION] (“Matter”)
Effective Termination Date: [EFFECTIVE TERMINATION DATE] (the “Termination Date”)
Governing Professional Rules: This Letter is governed by and shall be interpreted in accordance with the Rules of Professional Conduct applicable in [GOVERNING JURISDICTION] (“Professional Rules”), including but not limited to ABA Model Rule 1.16 (Declining or Terminating Representation).
[// GUIDANCE: Insert the jurisdiction whose professional-conduct rules governed the engagement (e.g., “New York,” “California,” “Texas”).]
2. DEFINITIONS
For ease of reference, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice versa.
“Attorney” means [FIRM NAME], its partners, associates, employees, and agents.
“Client” means [CLIENT NAME], together with its officers, directors, managers, members, employees, and authorized representatives.
“Engagement Agreement” means the written legal-services agreement, engagement letter, or retainer agreement executed between Attorney and Client dated [ENGAGEMENT LETTER DATE].
“File” means all pleadings, correspondence, discovery, work product (to the extent ethically transferable), and property furnished by Client or prepared for Client during the course of the Matter.
“Outstanding Fees” means all unpaid fees and costs incurred through the Termination Date pursuant to the Engagement Agreement.
“Professional Rules” has the meaning set forth in Section 1.
“Termination Date” has the meaning set forth in Section 1.
3. OPERATIVE PROVISIONS
3.1 Termination of Representation. Effective as of the Termination Date, Attorney hereby withdraws from, and Client hereby acknowledges cessation of, all legal representation by Attorney in the Matter. After the Termination Date, Attorney will perform no further legal services for Client unless and until a new written engagement is executed.
3.2 Status of Matter; Pending Deadlines. As of the Termination Date, the following material deadlines and obligations remain outstanding in the Matter:
• [DEADLINE 1] on [DATE]
• [DEADLINE 2] on [DATE]
• [STATUTE OF LIMITATIONS] on [DATE]
[// GUIDANCE: List every known filing, discovery, hearing, compliance, or statute-of-limitations deadline. If none, state “None known to Attorney as of the Termination Date.”]
3.3 Delivery of File. Upon written request and after receipt of payment for Outstanding Fees, Attorney will promptly make the File available to Client or to successor counsel designated in writing by Client, subject to Attorney’s right to retain a complete copy for record-keeping and malpractice-defense purposes.
3.4 Outstanding Fees; Final Invoice. Within ten (10) business days after the Termination Date, Attorney will deliver to Client a final invoice for Outstanding Fees. Payment is due within thirty (30) calendar days of invoice date. Interest shall accrue on unpaid balances at one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is lower. Unearned advance payments, if any, will be refunded in accordance with Professional Rules.
3.5 Post-Termination Communications. After the Termination Date, Attorney is under no obligation to forward notices, pleadings, or communications received in the Matter. Client is strongly advised to retain new counsel immediately to avoid prejudice.
4. REPRESENTATIONS & WARRANTIES
4.1 Attorney’s Representations. Attorney represents that:
(a) Services rendered to Client were performed in accordance with the standard of care required by the Professional Rules;
(b) Attorney has taken reasonable steps to avoid foreseeable prejudice to Client’s rights as of the Termination Date; and
(c) All Client property in Attorney’s possession will be handled in compliance with Professional Rules.
4.2 Client’s Representations. Client represents that all information provided to Attorney in connection with the Matter was, to the best of Client’s knowledge, complete and accurate, and that Client has full authority to terminate the engagement.
4.3 Disclaimer of Other Warranties. Except as expressly stated herein or mandated by law, Attorney makes no other warranties, express or implied.
4.4 Survival. The representations in this Section 4 survive the Termination Date for the applicable statute of limitations period.
5. COVENANTS & RESTRICTIONS
5.1 Client Cooperation. Client shall cooperate in the orderly transition of the Matter, including promptly executing any substitutions of attorney or similar filings required by court rule.
5.2 Confidentiality. Both parties shall continue to preserve confidences and secrets in accordance with Professional Rules.
5.3 Non-Disparagement. Each party agrees to refrain from any false or misleading statements that are reasonably likely to harm the professional reputation of the other.
6. DEFAULT & REMEDIES
6.1 Client Default. Failure to pay Outstanding Fees when due shall constitute a default.
6.2 Notice & Cure. Attorney shall provide written notice of default; Client will have ten (10) calendar days to cure.
6.3 Remedies. If Client fails to cure, Attorney may pursue all remedies available at law or in equity, including suit for collection of fees, plus reasonable attorneys’ fees and costs incurred in such collection.
7. RISK ALLOCATION
7.1 Indemnification. Client agrees to indemnify and hold harmless Attorney from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to acts or omissions occurring after the Termination Date and not caused by Attorney’s breach of duty or intentional misconduct.
7.2 Insurance. Attorney maintains professional-liability insurance coverage in at least the minimum amount required by [STATE] law. No third-party beneficiary or direct-action rights are conferred by this disclosure.
7.3 Force Majeure. Neither party shall be liable for failure to perform obligations exclusively attributable to events beyond that party’s reasonable control, including acts of God, war, terrorism, or governmental action.
8. DISPUTE RESOLUTION
8.1 Governing Law. Any dispute arising out of or related to this Termination Letter or the prior attorney-client relationship shall be governed by the Professional Rules and, to the extent not inconsistent therewith, the substantive laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws principles.
8.2 Mandatory Mediation (Optional). Prior to filing any claim, the parties shall participate in mandatory fee dispute mediation or arbitration programs, if any, required by the Professional Rules or local bar association.
[// GUIDANCE: If a specific state requires mandatory fee arbitration (e.g., California Bus. & Prof. Code § 6200 et seq.), insert reference here.]
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. This Termination Letter may be amended only by written instrument signed by both parties; no waiver of any provision shall be effective unless in writing.
9.2 Assignment. Neither party may assign its rights or obligations hereunder without the prior written consent of the other, except that Attorney may assign rights to payment to a collection agency.
9.3 Severability. If any provision of this Termination Letter is held invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the parties’ intent.
9.4 Entire Agreement. This Termination Letter, together with the Engagement Agreement solely for purposes of fee calculation, constitutes the entire agreement between the parties regarding termination and supersedes all prior or contemporaneous oral or written communications.
9.5 Counterparts; Electronic Signatures. This Letter may be executed in counterparts (including PDF or electronic signatures), each of which shall be deemed an original and all of which together constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Termination Letter as of the dates indicated below.
| ATTORNEY | CLIENT |
|---|---|
| _______ | _______ |
| [AUTHORIZED SIGNATORY NAME] | [AUTHORIZED SIGNATORY NAME] |
| [TITLE, e.g., “Managing Partner”] | [TITLE / CAPACITY] |
| Date: _______ | Date: _______ |
[// GUIDANCE: Notarization is generally not required for a termination letter, but check local rules if the Matter involves court filings necessitating a notarized substitution of counsel.]
Important Notice to Client
Failure to take timely action to protect your interests—including but not limited to filing pleadings before applicable deadlines—may result in waiver or forfeiture of rights. You are strongly encouraged to retain successor counsel without delay.
If you have any questions regarding this Termination Letter, please contact the undersigned immediately.
Respectfully,
[FIRM NAME]
By: _____
[AUTHORIZED SIGNATORY NAME]
[TITLE]