Can a lawyer's fee agreement say the files belong to the firm, bar the client from settling without the firm's approval, and let the firm withdraw at its discretion?

Plain-English summary

A lawyer submitted a recently revised Legal Services Agreement for review. The committee was of the opinion that there are violations of the Rules of Professional Conduct throughout the agreement, as well as substantive legal problems.

The committee identified, without limiting itself to them, three offending sections: Section VII, stating that the files belong at the law firm; Section XI, stating that the client shall not settle or compromise the claim without the firm's approval; and Section XII, stating that the firm can sever the relationship at any time at its discretion.

Currency note

This opinion was issued in 1994, before the Washington State Bar Association's adoption of the 2006 revisions to the Rules of Professional Conduct. Subsequent rule amendments or later opinions may have changed the analysis. Treat this page as historical context, not current guidance. Verify against current rules before relying on any specific rule, deadline, or requirement mentioned here.

Common questions

Q: Can a fee agreement state that the client's files belong to the firm?

A: The committee identified the provision stating that the files belong at the firm (Section VII) as among the agreement's violations of the Rules of Professional Conduct.

Q: Can the agreement bar the client from settling without the firm's approval?

A: The committee identified the provision barring the client from settling or compromising the claim without the firm's approval (Section XI) as a violation.

Q: Can the firm reserve the right to withdraw at any time at its discretion?

A: The committee identified the provision letting the firm sever the relationship at any time at its discretion (Section XII) as a violation.

Background and rules framework

The opinion was indexed to RPC 1.5 (ABA Model Rule 1.5), which governs fees and fee agreements. The committee reviewed the agreement as a whole, concluded it violated the Rules of Professional Conduct throughout, and called out the file-ownership, no-settlement-without-approval, and at-will-withdrawal provisions as specific examples rather than an exhaustive list.

Citations and references

Rules of Professional Conduct:

• ABA Model Rule 1.5 (fees); Washington RPC 1.5

See also

• WA Ethics Op. 1060: Attorney's Lien on Client Papers
• WA Ethics Op. 1069: Client Acting Against the Objectives of Representation

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=644

Original opinion text

Reproduced from the official source for research purposes. The linked source is authoritative.

Advisory Opinion: 1563
Year Issued: 1994
RPC(s): RPC 1.5
Subject: Fee agreement stating files belong to firm, preventing client from settling case without approval and permitting firm to withdraw at its discretion

The Committee reviewed and discussed the Legal Services Agreement (Agreement) that you recently revised. The Committee was of the opinion that there are violations of the Rules of Professional Conduct throughout the Agreement, as well as substantive legal problems. The provisions in the Agreement which are in violation of the Rules of Professional Conduct include, but are not limited to, the following Sections: Section VII (stating that files belong at the law firm); Section XI (stating that the client shall not settle or compromise the claim without the law firm's approval); and Section XII (stating that the law firm can sever the relationship at any time at its discretion).