LAW PRACTICE TRANSITIONS: THE ETHICAL OBLIGATIONS OF SELLING, LEAVING AND CLOSING A LAW PRACTICE

Transcription

1 LAW PRACTICE TRANSITIONS: THE ETHICAL OBLIGATIONS OF SELLING, LEAVING AND CLOSING A LAW PRACTICE Planning for the Sale and Closing of a Law Practice in the Event of Retirement, Death or Disability Illinois Attorney Registration and Disciplinary Commission March 31, 2011 Spring 2011 ARDC Webinar KEY STEPS TO MAXIMIZE PRACTICE VALUES AND MINIMIZE TRANSFER EXPENSES A CHECKLIST John H. Maville LAW OFFICES OF JOHN H. MAVILLE 600 South State Street, Suite 307

2 Belvidere, IL What follows is a checklist that would be utilized for selling the practice of a retiring lawyer or an entire law firm that ceases to practice. It would also be useful for the sale of the practice of a typical sole practitioner who suffers an unexpected death or disability. On May 23, 2005, the Supreme Court of Illinois first adopted Rule 1.17 that allowed the sale of a law practice pursuant to that rule. (Exhibit A) As part of the adoption of the new Illinois Rules of Professional Conduct of 2010, Rule 1.17 was modified and a useful Comment was added. (Exhibit B) There are some differences between Rule 1.17 as originally adopted and the current version. (Exhibit C) For the most part, this checklist assumes the sale of a typical sole practitioner s practice but it could easily be adapted to the sale of an entire law firm that ceases to practice.

3 CHECKLIST FOR SELLIN G PRACTICE Before the event, plan: Read Rule 1.17 and the Comment. Identify an attorney acquaintance or friend who will cover for you temporarily (this could be the same attorney who covers for you when you are on vacation or otherwise unavailable and, assuming a sale, it can be the attorney that you consider to be a candidate to purchase your practice). Talk to this attorney ahead of time and confirm his or her willingness to cover for you in the event of your death or disability. Agree on how the attorney will be compensated for work during transition. This attorney, if not the purchaser, can be invaluable in negotiating the sale. Identify the staff person or third party you will want to take charge of the office and make the necessary decisions in order to supervise the sale transition. Make sure this person has your password(s), and can write checks on your business and trust accounts, or arrange contingent or supplemental authority for an appropriate third party to handle your accounts. Identify potential buyers, and make a list of them. Office sharing partners are good candidates. Introduce yourself to the placement director at a nearby law school. Consider assistant state s attorneys or assistant public defenders known to you, or young lawyers in other firms who may have an interest in going out on their own. Prepare a

4 physical list of such lawyers. Be aware of possible conflicts. Consider identifying lawyers to whom the practice should not be sold. Decide whether staff should be instructed to consider selling different parts of the practice (family law, real estate, wills and estate planning) to different offices or different lawyers. Be mindful of the requirement that the entire practice must be sold. (See Comment [6] to the Rule) Begin or continue putting meaningful follow up notes in all files (so that staff or new attorney will know what needs to be done next). Begin or continue using a good case management system (Amicus, Time Matters, Abacus) which will greatly facilitate the transition to a new lawyer. (Good organization can allow you to omit this step.) Bank one month s office overhead (three months for health insurance, if applicable). Be aware that COBRA benefits may not be available if your office closes. Consider incorporating client consents for another attorney to work on their files and review confidential information into your retainer agreements and your retention letters. It could be something as simple as: In the event attorney becomes disabled or dies unexpectedly, or retires, client consents to another lawyer, chosen by attorney or attorney s legal representative, reviewing the file and handling the file until a successor attorney is chosen by client. For this limited purpose, client waives confidentiality and consents to the other lawyer s access to client s file. (See Exhibits D and E) Consider incorporating language into your retainer agreements and retention letters, authorizing the transfer of unearned retainers, trust account funds, etc. to another

5 attorney. For example: In addition, client consents to the transfer of any of client s funds held by attorney to another lawyer, chosen by attorney or attorney s legal representative, and the retention of those funds by the other lawyer until a successor attorney is chosen by client. (See Exhibits D and E) Prepare list of usual vendors; prepare, so that your staff can provide, a list of assets and liabilities, (including furniture and fixtures), and a balance sheet. Update periodically. Make sure your staff person knows where the information is. Make an estimate of an appropriate purchase price as a guideline to family and staff. Update periodically. (See John Phipp s material on valuation.) Consider drafting a letter to local law firms advising them that the practice will be for sale, thereby creating a larger market. (See Exhibit F) Identify in advance those lawyers likely to be interested, and even consider discussing fee arrangements (for the transition) with them ahead of time. Decide whether professional liability tail policy should be purchased. Determine whether existing professional liability policy provides transition coverage. Prepare draft of letter to be sent to clients notifying clients of proposed transfer of file, their rights, deadline to object. (See Exhibit G) Decide how closed or inactive files will be handled, if buyer or buyers will not take. Decide what should be done with original wills, if 3

6 buyer or buyers will not take. Decide what should be done with open files that buyer or buyers will not take. (Conflict of interest files.) Consider organizing critical information into one source. As an example, AARP has a publication entitled Your Vital Papers Logbook. Expand it to cover sale of your practice. Locate all relevant office and personal files in one specific location so that the information may be quickly and easily accessed. Have a disaster drill. Plan, plan, plan! After a disability or death occurs or, as applicable, at retirement: Provide reciprocal notice: family to staff; staff to family. Open office as usual or stay open. Decide how staff will respond to telephone calls initially. For example: Attorney Smith is [ill or deceased.] Although this is a sad time, we want to assure you that your matter will be attended to and that your position in the matter will not be compromised. (Be specific where possible: Attorney Jones will be attending your real estate closing/will be covering the next court appearance/ will be reviewing 4

7 your file and will contact you in the near future.) Review attorney s calendar chronologically, beginning with the current date and working out as time permits. Notify courts, clients regarding immediate hearings or appointments. Use a script somewhat similar to the above. Begin reviewing ticklers/follow-ups. Begin notifying other attorneys, judges, clients using similar script. Staff should complete and place memos in files as they complete notices or reschedule matters. Modify script as likelihood of sale develops. Transfer files to new attorneys, if and as requested by clients. Staff should review file before transfer and remove material that should not be transferred. Target one week to identify buyer or buyers of practice. Immediately assemble profit and loss statements from the last three years, year-to-date statements for the current year, accounts receivable, aging schedule, list of assets and liabilities, list of vendors and balances due, copy of lease, and work in progress on all open files. (Make sure your representative knows where to find these things.) Where applicable, cancel subscriptions, Lexis, Westlaw, etc. Target three weeks to complete sale of the practice. Staff should organize files chronologically based on what needs to be done next. Have covering attorney do what must be done: attend real estate closings, cover court appearances, deal with other emergency matters. Transition to buyer or buyers. As much as possible, maintain business as usual. Schedule meeting with family at end of first week 5

8 Decide whether there will be a second week. Be prepared to advise family about income, accounts receivable, accounts payable, bills to be paid, overhead, cash on hand, status of possible sale. If billing monthly, consider staying open until next billing cycle. Decide how billing will transition to buyer or buyers. Consider closing office (lease, utilities, etc.) and working from home if sale not likely. Decide whether sale can be accomplished, both legally and as a practical matter. Begin working with buyer or buyers as soon as possible. Reach agreement regarding compensation for staff, whether lease will be assumed by buyer or buyers, how leased equipment will be handled, etc. Introduce buyer or buyers to systems in office: Main calendar Tickler/follow-up system Filing system Office forms Office equipment Case management system (if applicable) Do letter to clients recommending purchasing attorney or attorneys. (See Exhibit H) 6

9 Notify clients of proposed sale, their rights, deadline to object. (See Exhibit G) In appropriate instances, purchase tail coverage. Schedule tax filings, assign responsibility. Decide how long billing for fees will continue, if buyer or buyers will not handle; decide how it will be done (P.O. Box? Whether and when balance will be turned over to collection agency?). Create a calendar: Week One: Notify courts, clients; handle immediate problems; identify probable buyers; begin reviewing all active files for action items; Week Two: Continue notifying courts, clients; continue review of all files; make sure payroll and other filing deadlines are observed and necessary reports filed; complete negotiations with buyer or buyers; send required notice to clients (Exhibit G); prepare and file appropriate petition with court requesting entry of order authorizing transfer of file to buyer or buyers when client cannot be given notice. Week Three: Continue notifying courts, clients; complete review of all active files for action items; do draft bills on existing files so that fees earned to date of death or disability can be determined and credited or billed; review all active files for inadvertent missing of deadlines, statutes of limitation or other concerns. Transition to buyer or buyers. Week Four: Complete work necessary to complete sale of practice to buyer or buyers; notify landlord (if applicable), utility companies, lessors of office equipment, and appropriate others of termination of practice (if buyer or buyers will not use existing office). Decide how matters that require action within the 90 day waiting period will be handled. 7

10 Identify other issues unique to the circumstances of the selling lawyer and deal with those appropriately. EXHIBIT A Rule Sale or Transfer of a Law Practice A lawyer, the estate of a deceased lawyer, or the guardian or authorized representative of a disabled lawyer may transfer or sell, and a lawyer or a law firm may accept or purchase, a law practice, including goodwill, if the following conditions are satisfied. (a) The lawyer whose practice is transferred or sold ceases to engage in the private practice of law in all or part of Illinois due to: (1) death or disability; (2) retirement; (3) declaration of inactive status with the ARDC; (4) becoming a member of the judiciary; (5) full-time government employment; (6) moving to an in-house counsel or other position of employment not involving the private practice of law; or (7) a decision to no longer be actively engaged in the private practice of law on a fee representation basis in the geographic area in which the practice has been conducted. (b) The entire practice is transferred or sold to one or more lawyers or law firms. 8

11 (c) No less than 90 days prior to the expected date of closing or transfer, written notice shall be given to each of the seller s current clients via certified mail regarding: (1) the proposed sale; (2) the client s right to retain other counsel or to take possession of the file; (3) the fact that the client s consent to the transfer of the client s files will be presumed if the client does not take any action or does not otherwise object within 90 days of the receipt of the notice; and (4) the expected date of final closing or transfer. If a client cannot be given notice, the representation of that client may be transferred to the purchaser only upon entry of an order so authorizing by a court having jurisdiction. The seller may disclose to the court in camera information relating to the representation only to the extent necessary to obtain an order authorizing the transfer of a file. (d) The fees charged clients shall not be increased by reason of the sale. (e) Admission to or retirement from a law partnership or professional association, retirement plans and similar arrangements, and a sale of tangible assets of a law practice, do not constitute a sale or purchase governed by this rule. (f) Lawyers who sell or transfer their law practice are subject to the ethical standards applicable to involving another lawyer in the representation of a client. These include, for example, Rule 1.1 (Competence); Rule 1.5 (Fees); Rule 1.6 (Confidentiality of Information); Rule 1.7 (Conflict of Interest: General Rule); Rule 1.9 (Conflict of Interest: Former Client). (g) This rule does not apply to the transfers of legal representation between lawyers when such transfers are unrelated to the sale of the practice. Adopted May 23, 2005, effective immediately. Comment (1) The practice of law is a profession, not merely a business. Clients are not commodities that can be purchased and sold at will. Pursuant to this Rule, when a lawyer or an entire firm ceases to practice and other lawyers or firms take over the representation, the selling lawyer or firm may obtain compensation for the reasonable value of the practice as may withdrawing partners of law firms. See Rules 5.4 and 5.6. Termination of Practice by the Seller (2) The requirement that all of the private practice be sold is satisfied if the seller in good faith makes the entire practice available for sale to the purchasers. The fact that a number of the seller s clients decide not to be represented by the purchasers but take their matters elsewhere,

12 therefore, does not result in a violation. Return to private practice as a result of an unanticipated change in circumstances does not necessarily result in a violation. For example, a lawyer who has sold the practice to accept an appointment to judicial office does not violate the requirement that the sale be attendant to cessation of practice if the lawyer later resumes private practice upon being defeated in a contested or a retention election for the office or resigns from a judiciary position. (3) The requirement that the seller cease to engage in the private practice of law does not prohibit employment as a lawyer on the staff of a public agency or a legal services entity that provides legal services to the poor, or as in-house counsel to a business. (4) The Rule permits a sale of an entire practice attendant upon retirement from the private practice of law within the jurisdiction. Its provisions, therefore, accommodate the lawyer who sells the practice on the occasion of moving to another state. Some states, like Illinois, are so large that a move from one locale therein to another is tantamount to leaving the jurisdiction in which the lawyer has engaged in the practice of law. To also accommodate lawyers so situated, the Rule also permits the sale of the practice when the lawyer leaves the geographic area rather than the jurisdiction. In such cases, it is advisable for the parties agreement to define the geographic area. (5) Reserved. Sale of Entire Practice (6) The Rule requires that the seller s entire practice be sold. The prohibition against sale of less than an entire practice protects those clients whose matters are less lucrative and who might find it difficult to secure other counsel if a sale could be limited to substantial fee-generating matters. The purchasers are required to undertake all client matters in the practice, subject to client consent. This requirement is satisfied, however, even if a purchaser is unable to undertake a particular client matter because of a conflict of interest. Client Confidences, Consent and Notice (7) Negotiations between seller and prospective purchaser prior to disclosure of information relating to a specific representation of an identifiable client no more violate the confidentiality provisions of Rule 1.6 than do preliminary discussions concerning the possible association of another lawyer or mergers between firms, with respect to which client consent is not required. Providing the purchaser access to client-specific information relating to the representation and to the file, however, requires client consent. The Rule provides that before such information can be disclosed by the seller to the purchaser the client must be given actual written notice of the contemplated sale, including the identity of the purchaser, and must be told that the decision to consent or make other arrangements must be made within 90 days. If nothing is heard from the client within that time, consent to the sale is presumed. (8) A lawyer or law firm ceasing to practice cannot be required to remain in practice because some clients cannot be given actual notice of the proposed purchase. Since these clients cannot themselves consent to the purchase or direct any other disposition of their files, the Rule requires an order from a court having jurisdiction authorizing their transfer or other disposition. The Court can be expected to determine whether reasonable efforts to locate the

13 client have been exhausted, and whether the absent client s legitimate interests will be served by authorizing the transfer of the file so that the purchaser may continue the representation. Preservation of client confidences requires that the petition for a court order be considered in camera. (9) All elements of client autonomy, including the client s absolute right to discharge a lawyer and transfer the representation to another, survive the sale of the practice. Fee Arrangements Between Client and Purchaser (10) The sale may not be financed by increases in fees charged the clients of the practice. Existing arrangements between the seller and the client as to fees and the scope of the work must be honored by the purchaser. Other Applicable Ethical Standards (11) Lawyers participating in the sale of a law practice are subject to the ethical standards applicable to involving another lawyer in the representation of a client. These include, for example, the seller s obligation to exercise competence in identifying a purchaser qualified to assume the practice and the purchaser s obligation to undertake the representation competently (see Rule 1.1); the obligation to avoid disqualifying conflicts, and to secure the client s informed consent for those conflicts that can be agreed to (see Rule 1.7 regarding conflicts and Rule 1.0(e) for the definition of informed consent); and the obligation to protect information relating to the representation (see Rules 1.6 and 1.9). (12) If approval of the substitution of the purchasing lawyer for the selling lawyer is required by the rules of any tribunal in which a matter is pending, such approval must be obtained before the matter can be included in the sale (see Rule 1.16). Applicability of the Rule (13) This Rule includes the sale of a law practice of a deceased or disabled lawyer. Thus, the seller may be represented by a nonlawyer representative not subject to these Rules. Since, however, no lawyer may participate in a sale of a law practice which does not conform to the requirements of this Rule, the representatives of the seller as well as the purchasing lawyer can be expected to see to it that they are met. (14) Admission to or retirement from a law partnership or professional association, retirement plans and similar arrangements, and a sale of tangible assets of a law practice, do not constitute a sale or purchase governed by this Rule. (15) This Rule does not apply to the transfers of legal representation between lawyers when such transfers are unrelated to the sale of a practice. Adopted July 1,2009, effective January 1, EXHIBIT B

14 RULE 1.17 SALE OF LAW PRACTICE A lawyer or a law firm may sell or purchase, and the estate of a deceased lawyer or the guardian or authorized representative of a disabled lawyer may sell, a law practice, including good will, if the following conditions are satisfied: (a) (b) (c) The seller ceases to engage in the private practice of law in the geographic area in which the practice has been conducted; The entire practice is sold to one or more lawyers or law firms; The seller gives written notice to each of the seller s clients regarding: (1) the proposed sale; (2) the client s right to retain other counsel or to take possession of the file; and (3) the fact that the client s consent to the transfer of the client s files will be presumed if the client does not take any action or does not otherwise object within ninety (90) days of receipt of the notice. (4) If a client cannot be given notice, the representation of that client may be transferred to the purchaser only upon entry of an order so authorizing by a court having jurisdiction. The seller may disclose to the court in camera information relating to the representation only to the extent necessary to obtain an order authorizing the transfer of a file. (d) The fees charged clients shall not be increased by reason of the sale. Adopted July 1, 2009, effective January I, EXHIBIT C Significant differences between the old Rule 1.17 and the new:

15 The new rule makes it clear that the law practice of an entire law firm could be the subject of a sale, not just the law practice of a single lawyer. The new rule does not attempt to enumerate the events that might cause the seller to cease the practice of law [(a) (1) through (7) of the original Rule 1.17] and simply recites as a condition for the sale that the seller ceases to engage in the private practice of law in the geographic area in which the practice has been conducted. The requirement that written notice be sent to each of the seller s clients remains but no longer must be given not less than 90 days prior to the expected closing (of the sale); written notice must still be given and the client s consent will still be presumed if the client takes no action within 90 days of receipt of the written notice. The content of the notice to the client is essentially the same but the written notice is not required to be sent certified mail. (How do you determine the date the client received the notice?) The written notice need not include the expected date of final closing or transfer. Subparagraphs (e), (f) and (g) of the original Rule 1.17 are deleted, although all have found their way into the Comment. The Comment (not in the old rule) is extremely helpful and addresses some of the common questions that have been raised. Interestingly, the comment states unequivocally that the identity of the purchaser must be disclosed in the written notice to the client (Comment [7]) but that is not clear from the language of the rule itself. WRITTEN ENGAGEMENT AGREEMENT -MONTHLY BILLING- EXHIBIT D THIS Agreement made, effective as of *, referred to as client, and JOHN H. MAVILLE, referred to as attorney., 2011, by and between

16 Client retains and employs attorney to represent client in *, and empowers attorney to institute such legal action as may be advisable in the judgment of the attorney. Client shall pay attorney for all services rendered at the following rates: John H. Maville Karla M. Maville Tricia L. Smith Law Clerk Legal Assistant $ per hour $ per hour $ per hour $ per hour $ per hour The attorney acknowledges receipt of $* as an initial retainer which shall be held in the attorney's trust account and the client agrees that such sums will be applied against actual legal services performed for the client and for costs and expenses incurred in regard to such matter. Monthly billings will be submitted to the client and shall be due and payable upon receipt. Failure to pay monthly billings promptly will permit the attorney, after written notice to the client, to terminate its representation of the client. A 1.5% per month late payment charge will be applied to all unpaid outstanding balances more than 90 days past due. It is understood and agreed that the client is paying for the actual time spent by attorneys, legal assistant and law clerk but under no circumstances will any individual time charge be less than one tenth of an hour. Client agrees and understands that this time charge is a minimum and that the actual time spent may be greater. Client agrees to assume and pay for all costs and expenses incurred in connection with this matter and to reimburse attorney for any such monies advanced by attorney on behalf of the client. Such costs and expenses will be included on the monthly billing statement and be subject to the late payment charge stated above. Attorney shall be entitled to full payment of client's bill, notwithstanding client may discharge attorney or obtain the substitution of other counsel or the attorney withdraws from client's representation before attorney has completed the services for which the attorney is employed. Attorney has made no warranties as to the successful termination of the cause of action, and all expressions made by attorney relative thereto are matters of attorney's opinion only. Client agrees to pay all collection fees, including reasonable attorney's fees and court costs, should attorney be forced to take such action for client's breach of this Agreement. In the event attorney's representation of client extends for more than one year, attorney reserves the right to increase the fees charged for attorneys and legal assistant's time to the rates then charged by the office. During attorney s representation, client will be provided copies of all substantive correspondence and pleadings concerning client s matter. Attorney recommends that client retain these documents as client s own record of the proceedings. If desired, after the matter is concluded, client may obtain copies of client s file by paying attorney s standard copying charge and a minimum fee to compensate attorney for the staff time necessary to duplicate the file. Due to storage constraints, the file will be destroyed after 10 years.

17 [If divorce, etc.] Appended to this agreement is a Statement of Client's Rights and Responsibilities. Client acknowledges having read the statement and understands it and further acknowledges that any questions client has about the statement have been satisfactorily answered by attorney. Client has signed each page of the statement of Client's Rights and Responsibilities. In the event attorney becomes disabled or dies unexpectedly, or retires, client consents to another lawyer, chosen by attorney or attorney s legal representative, reviewing the file and handling the file until a successor attorney is chosen by client. For this limited purpose, client waives confidentiality and consents to the other lawyer s access to client s file. In addition, client consents to the transfer of any of client s funds held by attorney to another lawyer, chosen by attorney or attorney s legal representative, and the retention of those funds by the other lawyer until a successor attorney is chosen by client. Law Offices of John H. Maville Client Retention Letter Exhibit E Dear *: The purpose of this letter is to describe the terms of on which I will represent you in the matter of *. I will be charging you for the time I spend working on your case, whether the work is performed by me personally, by my associate, or by my law clerk or legal assistant. Our time will be billed in accordance with the following schedule: John H. Maville $ Karla M. Maville $ Tricia L. Smith $ Law Clerk $100.00

18 Legal Assistant $ By agreeing to this representation, you are agreeing to pay us at the above rates for all time spent on your case, and this will include the time spent on telephone calls to or from you, opposing counsel, court personnel or witnesses; conferences with anyone involving your case; court appearances; preparation of documents; research and correspondence. In addition, you will be billed for all costs and expenses incurred in connection with our representation of you, including filing fees, fees for service, fees for expert witnesses and investigators (if necessary and if authorized by you), and all other costs incurred by us in the case. I may advance costs and expenses and, in that event, they will be added to the monthly statement you will receive. I agree that I will make no settlement without first consulting with you and obtaining your approval. I may withdraw from my representation of you at any time, upon giving you reasonable notice. By agreeing to this representation, you are also agreeing that, in the event I become disabled or die unexpectedly, or retire, you are consenting to another lawyer, chosen by me or my legal representative, reviewing your file and handling your file until a successor attorney is chosen by you. For this limited purpose, you are waiving confidentiality and consenting to the other lawyer s access to your file. In addition, you are consenting to the transfer of any of your funds held by me at the time of my death, disability or retirement, to another lawyer, chosen by me or my legal representative, and the retention of those funds by the other lawyer until a successor attorney is chosen by you. *, 2011 Page 2 If you agree to the terms outlined in this letter, please sign the enclosed copy of this letter in the space provided, and return it to me in the enclosed stamped, pre-addressed envelope. If you have any questions about this letter, please do not hesitate to call me and ask them. Thank you for the opportunity to be of service to you. Very Truly Yours,

19 JOHN H. MAVILLE JHM:ta Enclosures I accept the fee arrangement as set forth in the above letter. Dated:, 2011 Exhibit F Letter Advising Practice for Sale Dear *: I have decided that it is time for me to retire. I would like to transfer my practice to a lawyer I can comfortably recommend to my clients. You are one of a small group of lawyers I respect enough to recommend to my clients. Would you be interested in purchasing my practice? I have been a solo practitioner here in Belvidere for more than 40 years. I believe I have a good reputation and I would recommend the purchaser to all of my clients. My practice is primarily in the area of family law, estate planning and administration, real estate and some civil litigation.

20 My staff, consisting of two associates, two part-time secretaries and an office manager, has tremendous ability and experience. They have all indicated that they would be interested in continuing to work for a new lawyer if mutually agreeable terms could be worked out. We have an excellent system of forms and procedures in place in the office, which I believe would make the transition to a new lawyer very easy. In addition to my existing client files, including closed files if you want them, the sale would include all of the current furniture and fixtures in my office, computers and printers, fax machine, other usual office equipment, office supplies, and my law library. To the extent possible, I would assign any current equipment leases I have and assist you in negotiating an assignment or new lease with my current landlord. The sale would include my existing telephone number, which I have had for all 40+ years, and an excellent location. If you are interested, I would be willing to provide you with detailed financial information about my practice, including gross income for the past five years, expenses, net income and accounts receivable. Please contact me for additional information. Very Truly Yours, JOHN H. MAVILLE JHM:ta Exhibit G Dear *: Required Notice to Clients of Proposed Transfer I have decided that it is time for me to retire. [OR] As you undoubtedly know by now, Attorney John Maville died on *. [OR] As you may know by now, Attorney John Maville became ill recently and will be unable to return to his law practice. As a result, I am selling my law practice to Attorney Mary Jones. [OR] As a result, John Maville s practice is being transferred or sold to Attorney Mary Jones. You are currently a client in the office. Because of that transfer or sale, I must give you the following notice: (1) It is proposed that the law practice of John Maville be transferred or sold to

21 Mary Jones; (2) You have the right to retain other counsel or to take possession of your file; and (3) Your consent to the transfer of your file to Attorney Mary Jones will be presumed if you do not take any action or do not otherwise object within 90 days of the receipt of this notice. If you are willing to consent to Attorney Mary Jones assuming responsibility for your file (acting as your lawyer) immediately, please sign the copy of this letter enclosed, date it, and return it in the stamped pre-addressed envelope we have provided. If you have any questions about this letter, please do not hesitate to contact the undersigned at the telephone number provided. Very Truly Yours, JOHN H. MAVILLE [OR] I consent to Mary Jones acting as my *, executor [OR] *, representative lawyer immediately. Signature of client Date Exhibit H Letter recommending Purchasing Attorney Dear *: I have decided that it is time for me to retire. Over the years, it has been a great pleasure for me to count you among my clients. Because of our relationship, I would like to make a recommendation to you for your future legal service needs. I have become acquainted with Attorney Mary Jones. (Describe the attorney s qualifications.)

22 Based on these qualifications, I believe Mary Jones to be capable and knowledgeable in those areas where I practice. Based on my observations of her, I believe her to be honest and hard working. In fact, I have decided to transfer my entire existing practice to Mary. In the near future, you will be receiving another letter from me, notifying you of your rights in connection with the transfer of your file to Mary Jones. The notice will tell you that you have the right to retain other counsel to represent you or to take possession of your file. However, I personally hope that you will decide to allow Mary Jones to take over your representation. Mary will be handling your file on a temporary basis, until you decide what to do. If you have any questions about this, I hope you will not hesitate to call me. Very Truly Yours, JOHN H. MAVILLE JHM:ta ABOUT THE AUTHOR: JOHN H. MAVILLE is a sole practitioner in Belvidere, Illinois. He is a former member of the Illinois State Bar Association General Practice, Solo and Small Firm Section Council, serving as chair of the Section Council from 1998 to He was a member of the ISBA Special Committee on Implementation of Transfer of Law Practice. Mr. Maville is also on the faculty of the Illinois Professional Responsibility Institute, established by the Attorney

23 Registration and Disciplinary Commission of the Supreme Court of Illinois. A 1967 graduate of the University of Illinois College of Law, he was State s Attorney for Boone County, Illinois from 1968 to 1980, is a past chair of the Northern Illinois Law Enforcement Commission, is a former instructor in the Police Science program at Rock Valley College, Rockford, Illinois, and is a past president of the Boone County Bar Association. In 2004, the Illinois State Bar Association awarded him its Tradition of Excellence Award. John Maville is presently engaged in the general practice of law with two associates.