The Oklahoma Bar Journal April 2023

Not all law practices are good candidates for sale, but Oklahoma lawyers who are considering selling their practices must comply with ORPC Rule 1.17.

with ORPC Rule 1.17. The rule provides protection for clients and, by requiring written notice, also provides protection to lawyers from claims of overreaching and unfair dealing.

Finally, paragraph (d) allows the purchaser to refuse to under take representations in which the client does not consent to pay the purchaser’s fees, which may not exceed the fees charged for similar services prior to purchase negoti ations. Those lawyers considering purchasing a law practice should review comment [10], which states, “[10] The sale may not be financed by increases in fees charged the clients of the practice. Existing agreements between the seller and the client as to fees and the scope of the work must be hon ored by the purchaser.” It is also worth comparing ABA Model Rule 1.17(d), which states, “The fees charged clients shall not be increased by reason of the sale.” The language of the Oklahoma paragraph (d) was dropped in favor of the present Model Rule’s language in 2002. Not all law practices are good candidates for sale, but Oklahoma lawyers who are considering sell ing their practices must comply

Paragraph (c) further provides:

The signed written consent of each client whose repre sentation is proposed to be transferred to a purchaser must be obtained; provided that the client’s consent to the transfer of the client’s files shall be presumed if the client does not take any action or does not other wise object within ninety (90) days of the date of the notice. If a client cannot be given notice, the represen tation of that client may be transferred to the purchaser only upon entry of an order so authorizing by a court having jurisdiction. The seller must disclose to the court in camera information relating to the represen tation only to the extent necessary to obtain an order authorizing the transfer of the file.

ABOUT THE AUTHOR

Richard Stevens has served as OBA ethics counsel since September 2019. Previously, he was a solo practitioner

following his retirement from the District 21 District Attorney’s Office after 33 years as a prosecutor. Mr. Stevens is a member of the OBA Criminal Law Section and the Rules of Professional Conduct Committee. He served as the 2018 OBA vice president, on the Board of Governors from 2013 to 2015 and as a member of the Professional Responsibility Commission.

Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.

34 | APRIL 2023

THE OKLAHOMA BAR JOURNAL