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Agreement To Close A Law Practice

AGREEMENT TO CLOSE LAW PRACTICE


Between:_____________________________hereinafter referred to as "Planning Attorney,"


And:________________________________hereinafter referred to as "Assisting Attorney."

 

1.        Purpose.


The purpose of this agreement is to protect the legal interests of the clients of Planning Attorney in the event Planning Attorney is unable to continue Planning Attorney's law practice due to death, disability, impairment, or incapacity.

 

2.         Parties.


The term Assisting Attorney refers to the attorney designated in the caption above or the Assisting Attorney's alternate. The term Planning Attorney refers to the attorney designated in the caption above and the Planning Attorney's representatives, heirs, or assigns.

 

3.        Establishing Death, Disability, Impairment, or Incapacity.


In determining whether Planning Attorney is dead, disabled, impaired, or incapacitated, Assisting Attorney may act upon such evidence as Assisting Attorney shall deem reasonably reliable, including, but not limited to, communications with Planning Attorney's family members or representative or a written opinion of one or more medical doctors duly licensed to practice medicine. Similar evidence or medical opinions may be relied upon to establish that Planning Attorney's disability, impairment, or incapacity has terminated. Assisting Attorney is relieved from any responsibility and liability for acting in good faith upon such evidence in carrying out the provisions of this Agreement.

 

4.        Consent to Close Practice.


Planning Attorney hereby gives consent to Assisting Attorney to take all actions necessary to close Planning Attorney's legal practice in the event that Planning Attorney is unable to continue in the private practice of law and Planning Attorney is unable to close Planning Attorney's own practice due to death, disability, impairment, or incapacity. Planning Attorney hereby appoints Assisting Attorney as attorney-in-fact, with full power to do and accomplish all of the actions contemplated by this Agreement as fully and as completely as Planning Attorney could do personally if Planning Attorney were able. It is Planning Attorney's specific intent that this appointment of Assisting Attorney as attorney-in-fact shall become effective only upon Planning Attorney's death, disability, impairment, or incapacity. The appointment of Assisting Attorney shall not be invalidated because of Planning Attorney's death, disability, impairment, or incapacity, but instead the appointment shall fully survive such death, disability, impairment, or incapacity and shall be in full force and effect so long as it is necessary or convenient to carry out the terms of this Agreement. In the event of Planning Attorney's death, disability, impairment, or incapacity, Planning Attorney designates Assisting Attorney as signator, or in substitution of Planning Attorney's signature, on all of Planning Attorney's law office accounts with any bank or financial institution, including, but not limited to, checking accounts, savings accounts, and trust accounts. Planning Attorney's consent includes but is not limited to:

 

•          Entering Planning Attorney's office and using the Planning Attorney's equipment and supplies as needed to close Planning Attorney's practice;

 

•          Opening Planning Attorney's mail and processing it;

 

•          Taking possession and control of all property comprising Planning Attorney's law office, including client files and records;

 

•          Examining files and records of Planning Attorney's law practice and obtaining information as to any pending matters that may require attention;

 

•          Notifying clients, potential clients, and others who appear to be clients, that Planning Attorney has given this authorization and that it is in their best interest to obtain other legal counsel;

 

•          Copying Planning Attorney's files;

 

•          Obtaining client consent to transfer files and client property to new attorneys;

 

•          Transferring client files and property to clients or their new attorneys;

 

•          Obtaining client consent to obtain extensions of time and contacting opposing counsel and courts/administrative agencies to obtain extensions of time;

 

•          Applying for extensions of time pending employment of other counsel by the clients;

 

•          Filing notices, motions, and pleadings on behalf of clients where the clients' interests must be immediately protected and other legal counsel has not yet been retained;

 

•          Contacting all appropriate persons and entities who may be affected, and informing them that Planning Attorney has given this authorization;

 

•          Arranging for transfer and storage of closed files;

 

•          Winding down the financial affairs of Planning Attorney's practice, including providing Planning Attorney's clients with a final accounting and statement for services rendered by Assisting Attorney, return of client funds, collection of fees on Planning Attorney's behalf or on behalf of Planning Attorney's estate, payment of business expenses, and closure of business accounts when appropriate;

 

•          Advertising Planning Attorney's law practice or any of its assets to find a buyer for the practice; and

 

•          Arranging for an appraisal of planning Attorney's practice for the purpose of selling Planning Attorney's practice.


Planning Attorney's bank or financial institution may rely on the authorizations in the Agreement unless such bank or financial institution has actual knowledge that this Agreement has been terminated or is no longer in effect.

 

5.        Payment For Services.


Planning Attorney agrees to pay Assisting Attorney a reasonable sum for services rendered by Assisting Attorney while closing the law practice of Planning Attorney. Assisting Attorney agrees to keep accurate time records for the purpose of determining amounts due for services rendered. Assisting Attorney agrees to provide the services specified herein as an independent contractor.

 

6.        Preserving Attorney-Client Privilege.


Assisting Attorney agrees to preserve confidences and secrets of Planning Attorney's clients and their attorney-client privilege and shall only make disclosures of information reasonably necessary to carry out the purpose of this Agreement.

 

7.        Assisting Attorney is Attorney for Planning Attorney. (Delete one of the following paragraphs as appropriate.)


Assisting Attorney is the attorney for Planning Attorney. Assisting Attorney will protect the attorney-client relationship and follow the SC Rules of Professional Conduct. (Optional: Assisting Attorney has permission to inform the Professional Liability Fund of errors or potential errors of Planning Attorney, may inform Planning Attorney's former clients of any errors or potential errors, and instruct them to obtain independent legal advice. Assisting Attorney also has permission to inform Planning Attorney's former clients of any ethics violations committed by Planning Attorney.)


OR:


Assisting Attorney is Not Attorney for Planning Attorney


Assisting Attorney is not the attorney for Planning Attorney. (Optional: Assisting Attorney has an ethical duty to inform the Professional Liability Fund of errors or potential errors of Planning Attorney, to inform Planning Attorney's former clients of any errors or potential errors, and to instruct them to obtain independent legal advice. Assisting Attorney also has to inform Planning Attorney's former clients of any ethics violations committed by Planning Attorney.)


8.         Providing Legal Services.


Planning Attorney authorizes Assisting Attorney to provide legal services to Planning Attorney's former clients, providing Assisting Attorney has no conflict of interest and obtains the consent of Planning Attorney's former clients to do so. Assisting Attorney has the right to enter into an attorney-client relationship with Planning Attorney's former clients and to have clients pay Assisting Attorney for his or her legal services. Assisting Attorney agrees to check for conflicts of interest, and when necessary, to refer the clients to another attorney.

 

9.         Informing South Carolina Disciplinary Counsel.


Assisting Attorney agrees to inform the South Carolina Office of Disciplinary Counsel where Planning Attorney's closed files will be stored and the name, address, and phone number of the contact person for retrieving those files.

 

10.       Contacting the Professional Liability Fund.


Planning Attorney authorizes Assisting Attorney to contact the Professional Liability Fund concerning any legal malpractice claims or potential claims. (Note to Planning Attorney: Assisting Attorney's role in contacting the Fund will be determined by Assisting Attorney's arrangement with Planning Attorney. See Section 7 of this Agreement.)

 

11.       Providing Clients With Accounting.


Assisting Attorney agrees to provide Planning Attorney's former clients with a final accounting and statement for legal services of Planning Attorney based on the Planning Attorney's records. Assisting Attorney agrees to return client funds to Planning Attorney's former clients and to submit funds collected on behalf of Planning Attorney to Planning Attorney or Planning Attorney's estate representative.

 

12.       Assisting Attorney Alternate. (Delete one of the following paragraphs as appropriate).


If Assisting Attorney is unable or unwilling to act on behalf of Planning Attorney, Planning Attorney appoints an Assisting Attorney's Alternate, hereinafter known as Assisting Attorney's Alternate. Assisting Attorney's Alternate is authorized to act on behalf of Planning Attorney pursuant to this Agreement. Assisting Attorney's Alternate shall comply with the terms of this Agreement. Assisting Attorney's Alternate consents to this appointment, as shown by the signature of the Assisting Attorney's Alternate on this Agreement.


OR:


If Assisting Attorney is unable or unwilling to act on behalf of Planning Attorney, Assisting Attorney may appoint an alternate. Assisting Attorney shall enter into an agreement with any such Assisting Attorney's Alternate under which Assisting Attorney's Alternate consents to the terms and provisions of this Agreement.


13.       Indemnification.


Planning Attorney agrees to indemnify Assisting Attorney against any claims, loss, or damage arising out of any act or omission by Assisting Attorney under this agreement, provided the actions or omissions of Assisting Attorney were made in good faith, were made in a manner reasonably believed to be in Planning Attorney's best interest, and occurred while Assisting Attorney was assisting Planning Attorney with the closure of Planning Attorney's office. This indemnification agreement does not extend to any acts, errors, or omissions of Assisting Attorney while rendering or failing to render professional services in Assisting Attorney's capacity as attorney for the former clients of Planning Attorney. Assisting Attorney shall be responsible for all acts and omissions of gross negligence and willful misconduct.


14.       Option to Purchase Practice.


Assisting Attorney shall have the first option to purchase the practice of Planning Attorney under the terms and conditions specified by Planning Attorney or Planning Attorney's representative in accordance with the South Carolina Code of Professional Responsibility and other applicable law.


15.       Arranging to Sell Practice.


If Assisting Attorney opts not to purchase Planning Attorney's practice, Assisting Attorney will make all reasonable efforts to sell Planning Attorney's practice and will pay Planning Attorney or Planning Attorney's estate all monies received.


16.       Fee Disputes to be Arbitrated.


Planning Attorney and Assisting Attorney agree that all fee disputes between them will be arbitrated or mediated by either a certified mediator/arbitrator or the South Carolina Bar’s Resolution of Fee Disputes Board.


17.       Termination.


This Agreement shall terminate upon: (1) delivery of written notice of termination by Planning Attorney to Assisting Attorney during any time that Planning Attorney is not under disability, impairment, or incapacity as established under Section 3 of this Agreement; (2) delivery of written notice of termination by Planning Attorney's representative upon a showing of good cause; or (3) delivery of a written notice of termination given by Assisting Attorney to Planning Attorney, subject to any ethical obligation to continue or complete any matter undertaken by Assisting Attorney pursuant to this Agreement.


If Assisting Attorney or Assisting Attorney's Alternate for any reason terminates this agreement or is terminated, Assisting Attorney or Assisting Attorney's Alternate acting on his or her behalf shall (1) provide a full and accurate accounting of financial activities undertaken on Planning Attorney's behalf within 30 days of termination or resignation and (2) provide Planning Attorney with Planning Attorney's files, records, and funds.


____________________________________                        ______________________________

[Planning Attorney]                                                                [Date]


STATE OF SOUTH CAROLINA )

                                                                       )ss.

County of __________________ )


This instrument was acknowledged before me on_______________________________(date) by

______________________________            (name(s) of person(s)).


_____________________________

NOTARY PUBLIC FOR SOUTH CAROLINA


My commission expires:__________


________________________________________________________

[Assisting Attorney]   [Date]



STATE OF SOUTH CAROLINA )

                                                            )ss.

County of _____________________ )



This instrument was acknowledged before me on      (date) by (name(s) of person(s)).


________________________________

NOTARY PUBLIC FOR SOUTH                                                      CAROLINA


My commission expires- .

                                                                                                                .

           [Assisting Attorney ~ Alternate]                      [Date]


STATE OF SOUTH CAROLINA     )

                                                            )ss.

County of -                                         )


This instrument was acknowledged before me on        (date) by

                                                            (name(s) of person(s)).


                                                                                                                                                             

                                                            NOTARY PUBLIC FOR SOUTH CAROLINA

                                                            My commission expires: