Is a written 'fee agreement' that only lists factors affecting the fee, without stating the actual fee, a valid fee agreement?

Plain-English summary

A law firm proposed using a fee agreement that generally set out factors that could determine the firm's fee, such as the complexity of the case, but did not provide any specific information about the fee for a particular client. The committee was unanimously of the opinion that the proposed document does not appear to be a fee agreement at all.

The committee stated that a fee agreement must meaningfully disclose to the client the terms and conditions of any fee agreement and the standard by which the fee would be measured, and must comply with the requirements of DR 2-106 and RPC 1.5, effective September 1, 1985.

Currency note

This opinion was issued in 1985, before the 2006 revisions to the Washington 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 Treat this page as historical context, not current guidance.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: Is a document that only lists fee factors, with no actual fee, a real fee agreement?

A: No. The committee unanimously concluded that a document setting out only general factors that could determine the fee, with no specific fee information for the client, does not appear to be a fee agreement at all.

Q: What does a fee agreement have to disclose?

A: The committee said it must meaningfully disclose to the client the terms and conditions of the fee and the standard by which the fee would be measured.

Q: Which rules did the committee say the agreement must satisfy?

A: The committee said the agreement must comply with the requirements of DR 2-106 and RPC 1.5, effective September 1, 1985.

Background and rules framework

The opinion applies RPC 1.5, Washington's rule on fees (the analog of Model Rule 1.5), and DR 2-106 of the former Code of Professional Responsibility, which addressed excessive fees and the factors bearing on a reasonable fee. The committee read those rules to require that a fee agreement meaningfully disclose the fee's terms, conditions, and measuring standard, rather than list only the factors that might bear on the fee.

Citations and references

Rules of Professional Conduct:

• Model Rule 1.5 (fees)
• Washington RPC 1.5 (fees), effective September 1, 1985
• DR 2-106 (former Washington Code of Professional Responsibility): fees

See also

• WSBA Ethics Op. 1024: contingent fee in a collection matter
• ABA Formal Op. 505: fees paid in advance

Source

• Landing page: https://ao.wsba.org/print.aspx?ID=10

Original opinion text

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

Advisory Opinion: 898
Year Issued: 1985
RPC(s): DR 2-106; RPC 1.5
Subject: Fee agreement that does not disclose terms and conditions of fee

A law firm proposed using a fee agreement that generally set out factors which could determine the law firm's fee, such as the complexity of the case, but did not provide any specific information regarding the fee for a particular client. The Committee was of the unanimous opinion that the proposed "fee agreement" submitted with your inquiry does not appear to be a fee agreement at all. The Committee was of the opinion that a fee agreement must meaningfully disclose to the client the terms and conditions of any fee agreement, the standard by which the fee would be measured, and must comply with requirements of DR 2-106 and RPC 1.5, effective September 1, 1985.