A lawyer or a law firm may sell or purchase all or part of a law practice, including good will, if the
following conditions are satisfied:
(a) The seller ceases to engage in the private practice of law or some particular area of the practice
of law within an agreed upon geographic area in which the practice has been conducted;
(b) The practice or particular area of practice is sold as an entirety to another lawyer or law firm;
(c) Actual written notice is given by certified mail, return receipt requested, to each of the seller's
(1) the proposed sale;
(2) the terms of any proposed change in the fee arrangement authorized by paragraph (d);
(3) the client's right to retain other counsel or right to take possession of the file; and
(4) the fact that the client's consent to the sale will be presumed if the client does not take any
action or does not otherwise object within ninety days of receipt of the notice.
If written notice by certified mail is ineffective, the seller should take all reasonable steps to see
that notice of the sale is received by the client. If after all reasonable steps have been exhausted,
notice has still not been received by the client, representation of the 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 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 honored
by the purchaser, unless the client consents in writing after consultation.
(e) Any sale of any particular area of practice arising out of the selling lawyer's cessation of
practice in an area of practice must include all of the selling attorney's files in the area of specialty
 The practice of law is a profession, not merely a business. Clients are not commodities that can
be purchased and sold at will. Under this rule, when a lawyer or an entire firm ceases to practice in
total or in a particular area of specialty or 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.
 The requirement that a seller cease to engage in the private practice of law or an area of practice
does not prohibit employment as a lawyer on the staff of a public agency or a legal services entity
which provides legal services to persons of limited means or as in-house counsel to a business.
Sale of Entire Practice or Entire Area of Practice
 This rule permits the sale of an entire practice attendant upon retirement from the private practice
of law within the agreed upon geographic area. It accommodates the lawyer who sells a practice upon
the occasion of moving to another state or to another geographic area. There is no requirement that
the lawyer leave the jurisdiction; it is sufficient that the selling lawyer ceases to practice in the agreed
upon geographic area where the practice to be sold is located. See also commentary to Rule 5.6.
 This Rule also permits a lawyer or law firm to sell an area of practice. If an area of practice is
sold and the lawyer remains in the active practice of law, the lawyer must cease accepting any
matters in the area of practice that has been sold, either as counsel or co-counsel or by assuming joint
responsibility for a matter in connection with the division of a fee with another lawyer as would
otherwise be permitted by Rule 1.5(e). For example, a lawyer with a substantial number of estate
planning matters and a substantial number of probate administration cases may sell the estate
planning portion of the practice but remain in the practice of law by concentrating on probate
administration; however, that practitioner may not thereafter accept any estate planning matters.
Although a lawyer who leaves a jurisdiction or geographical area typically would sell the entire
practice, this Rule permits the lawyer to limit the sale to one or more areas of the practice, thereby
preserving the lawyer's right to continue practice in the areas of the practice that were not sold.
 This Rule requires that the seller's entire practice, or an entire area of practice be sold. The
prohibition against sale of less than an entire practice or area of 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. Purchasers are required to undertake all client matters
in the practice or area of 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
 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. See Rule 1.6(c)(7).
Providing the purchaser access to client-specificdetailed information relating to the representation
and to, such as the client’s 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 any proposed change in
terms of future representation, and must be told that the decision to consent or to make other
arrangements must be made within ninety days. If nothing is heard from the client within that time,
consent to the sale is presumed.
 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, this rule requires an order from
a court having jurisdiction authorizing the transfer or other disposition. The court can be expected
to determine whether reasonable efforts to locate the 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 court order be considered in camera.
 All the 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 or an area of practice.
Fee Arrangements Between Client and Purchaser
 The fees charged clients shall not be increased by reason of the sale, except as provided for in
this Rule. As a practical matter, this requires the purchasing lawyer to honor the existing fee
agreement between the seller and the client unless and until the purchasing lawyer and the client
agree to a new fee arrangement.
 This Rule provides for the automatic transfer of the client's legal work to the purchaser if the
client does not object within ninety days of the proposed sale. The automatic transfer provision
should greatly reduce the possibility of a gap in the representation of the client. This is particularly
true in instances where the selling lawyer has died, disappeared or is disabled, will be retiring, or is
entirely ceasing to practice law.
Other Applicable Ethical Standards
 Lawyers participating in the sale of a law practice or a practice area 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 consent if consent is
allowable under Rule 1.7(c); and the obligation to protect information relating to the representation
(see Rules 1.6, 1.8(b) and 1.9).
 This Rule also provides that either the selling lawyer or someone authorized to act on the selling
lawyer's behalf in the case of a deceased, disabled or disappeared lawyer, is responsible for preparing
and providing the clients with the notice of sale. While it is obviously necessary for someone to act
on behalf of a deceased, disabled or disappeared lawyer in the case of the sale of a practice, this rule
contemplates that the selling lawyer continues representation of the client until the transfer is
finalized. During the pendency of the transfer, the selling lawyer remains responsible to ensure that
the clients' business is not neglected. The selling lawyer cannot avoid the ethical duty to protect
clients' positions by allowing the lawyer's practice to be "brokered." This rule retains accountability
with the selling lawyer until the transfer is complete.
Approval of Substitution of Counsel
 If the approval of the substitution of the purchasing attorney for the selling attorney 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.
Application of the Rule
 This Rule applies to the sale of a law practice by representatives of a deceased, disabled, or
disappeared lawyer. Thus, a seller may be represented by a non-lawyer representative who is not
subject to these rules. Since, however, no lawyer may participate in a sale of a law practice that 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.
 Admission to or retirement from a law partnership or a professional association, retirement
plans and similar arrangements, and a sale of the tangible assets of a law practice do not constitute
a sale or purchase governed by this Rule.
 This Rule does not apply to the transfers of legal representation between lawyers when such
transfers are unrelated to the sale of a law practice.
Rule 1.17 amended effective 08/01/06, .
Reference: Minutes of the Joint Committee on Attorney Standards Meetings of 09/15/95, 12/01/95,
06/11/96; 02/27/04, 03/18/05, 06/14/05, 12/13 /13, 09/12/14.