Leaving a law firm is a little like getting divorced. As professionals, we often spend more time with our coworkers than our own family. So, when the relationship breaks up due to a lawyer leaving the firm, it can take an emotional toll. However, we are professionals and must act in accordance with the Michigan Rules of Professional Conduct. When a lawyer departs, the firm remains obligated to uphold professional standards that prioritize the interests of clients above all else. The Standing Committee on Professional Ethics published the SBM Ethics Guidebook: Changing Firms: Ethical Responsibilities for Lawyers and Law Firms.¹ This article focuses on the responsibilities of the firm outlined in the guidebook.

The paramount consideration must be on the client’s rights. Neither the law firm nor the departing lawyer “owns” the client; instead, the client has the right to choice of counsel.² Too often, transitions are treated as internal matters. However, the client has the greatest stake in what happens when their lawyer leaves, and the Michigan Rules of Professional Conduct place the client’s autonomy, confidentiality, and continuity of service at the center of the firm’s duties.

CLIENT NOTIFICATION

Clients must be promptly informed when a lawyer significantly involved in their matter leaves the firm.³ Proactive communication reflects respect for the client’s interests and maintains trust during a potentially unsettling time. The failure to notify clients interferes with their right to make informed decisions about their legal representation. MRPC 1.4 and MRPC 1.16(d) require lawyers and firms to keep clients reasonably informed and to take steps to protect client interests upon termination.

Law firms often advise the departing attorney that they cannot contact clients; this is false.⁴ Instead, it is the responsibility of either the law firm or the departing lawyer, preferably both, to notify the affected clients.⁵ A joint letter is the most ethical approach.

RESPECT FOR CLIENT CHOICE

The lawyer may leave the firm, but the client does not automatically stay or go. Clients have the unfettered right to remain with the firm, follow the departing lawyer, or choose new counsel.⁶ The firm’s responsibility is to respect that right, not to influence it.

The Michigan Ethics Opinion RI-86 makes clear that client freedom of choice is paramount, and any effort to impede it is inconsistent with professional obligations.⁷ Firms should communicate with clients and explain the situation, but those communications must not be coercive or misleading. It is improper to lead clients to believe that their matter will be jeopardized if they do not remain with the firm, nor should they be discouraged from reaching out to the departing lawyer for continuity.⁸

CONTINUITY OF SERVICE WHEN THE CLIENT REMAINS WITH THE FIRM

If the client elects to remain with the firm, the firm must ensure that representation continues competently and without interruption. Firms must review affected matters and reassign attorneys who can take over seamlessly. Where possible, outgoing lawyers should help prepare new firm counsel for the handoff. Transitions that leave a matter unattended or assigned to an unqualified attorney risk harming the client and violating ethical duties. MRPC 1.1, the duty of competence, and MRPC 1.3, the duty of diligence, are as applicable during transitions as at any other time.

CONTINUITY OF SERVICE WHEN THE CLIENT LEAVES THE FIRM

When a client elects to follow the departing lawyer or transition to a new lawyer, the firm must transfer information from the client’s file and any trust funds promptly upon receiving authorization. There is no ethical basis for delay. Holding files hostage is impermissible. MRPC 1.15 governs property handling, while 1.16(d) requires that upon termination, the client’s papers and property be surrendered in a timely and cooperative manner. Firm convenience is not an excuse for delay.

The law firm must ensure that all client matters are effectively transitioned. To do so, the firm must provide the departing lawyer with enough information to continue representing the client, including notice of all upcoming hearings, necessary correspondence, and all other parts of the file required to continue representation.⁹ Best practice is to provide the departing lawyer with a full copy of the client file, including notes, to seamlessly continue representation. Firms should retain a complete copy in the event that the client requests a copy¹⁰ until the expiration of the firm’s file retention policy¹¹ and in the event of a malpractice claim or Attorney Grievance Commission request for information.

Where there is a valid attorney lien¹² for unpaid fees or costs, the law firm must weigh the rights of the client under MRPC 1.16(d) to determine what may be retained and what must be provided. Ethics Opinion RI-203 provides: “a lawyer may not ethically exercise a retaining lien on client property if the client needs the property to pursue the client’s legal rights or when a refusal to turn over the file would prejudice the client’s case.”¹³

CONFIDENTIALITY MUST REMAIN INTACT

Lawyers have an absolute duty to maintain a client’s confidences and secrets.¹⁴ MRPC 1.6 does not pause simply because firm dynamics have changed. The firm and the departing lawyer must ensure that departing lawyers leave with only those materials authorized by the client or necessary to carry out the client’s transition. Any sharing of information must serve the client’s interest, not internal firm concerns.

PROFESSIONALISM AND CIVILITY

Both the firm and the departing lawyer must avoid disparaging each other in communications with clients, opposing counsel, or the public.¹⁵ Negative framing, insinuations, or exaggerated concerns about a departing lawyer’s competence are inappropriate and may also violate MRPC 8.4(c) and 4.1. Similarly, misleading clients to suggest they are better off remaining with the firm undermines informed consent. It is acceptable to explain that a lawyer has left and that the firm is prepared to continue representation. But speculation, judgment, or subtle attacks have no place in that conversation.

There are times when the departing lawyer has engaged in ethical misconduct leading to the departure. In this event, it is still not proper to disparage the departing lawyer. Instead, if the conduct is a significant violation of the rules, that raises a question as to the departing lawyer’s honesty, trustworthiness or fitness to practice law, the conduct must be reported to the Attorney Grievance Commission pursuant to MRPC 8.3.

MRPC 5.6: NO RESTRICTIVE COVENANTS

Agreements that restrict a lawyer’s right to practice after termination, except in connection with retirement benefits, violate MRPC 5.6, as such restrictions interfere with client autonomy and right to counsel of choice. For example, it is unethical to include financial penalties for servicing former clients of the firm and unreasonably long predeparture notice periods.¹⁶

This also means firms must not retaliate against lawyers who leave and take clients with them. Any attempt to use compensation, bonuses, or firm culture to deter client movement must be measured against this core principle.

ADVERTISING

Advertising may not be false or misleading.¹⁷ Therefore, the timely removal of the departing lawyer from the law firm marketing materials is critical. The firm’s website, letterhead and print and video advertising should be timely updated to remove the departing lawyer’s name and likeness.

CONFLICTS OF INTEREST AND PROVIDING NECESSARY INFORMATION

Law firms also have a duty to provide the departing lawyer with enough information to identify potential conflicts of interest when a lawyer departs. To facilitate proper conflict checks at the new firm, client-identifying information should be ethically shared.¹⁸ Often, this is a list of all clients for whose matters the lawyer was significantly involved, including opposing parties and necessary witnesses, with enough identifying information to differentiate a client with a common name from another with the same name. For example, John Smith might include the client’s middle name, birth date, or other information to differentiate one John Smith from another John Smith.

This exchange should happen promptly to avoid delays in advising clients about their options and ensuring uninterrupted representation. Firms play a critical role in this process by providing sufficient information to departing lawyers and cooperating in good faith to ensure that transitions uphold confidentiality, client choice, and the integrity of conflict rules.

TAKEAWAYS

The client’s interest must be at the forefront of representation. Firms should take the following steps for a seamless transition:

• Notification: Timely notify impacted clients in writing, preferably via joint letter.
• Seamless transition: Obtain enough information from the departing lawyer to continue representation or transition the file appropriately.
• Conflict Information: Promptly provide enough information to the departing lawyer to ensure proper conflict checks may be conducted.
• Do not violate the MRPC or law. Recently, a number of callers to the ethics helpline who are departing firms have stated that members of the law firm signed pleadings with the lawyer’s name without their knowledge or consent. This is both unethical and improper. Additionally, restrictive covenants are unethical.
• Advertising: Remove the lawyer’s information and likeness from marketing materials.

Failure to put the client’s interest at the core of the decision making when a lawyer leaves a firm frequently leads to requests for investigation filed with the Attorney Grievance Commission and sometimes leads to litigation. Avoid these issues by being civil and focusing on the rights of the clients, not the interoffice dynamics or personal feelings.

CLIENTS’ RIGHTS ARE PARAMOUNT

A lawyer’s departure may raise complex administrative and emotional issues within a firm. But ethically, the analysis is simple: The client’s interests come first. The firm’s response must reflect professionalism, preparedness, and adherence to the Michigan Rules of Professional Conduct.

Firms that embrace this approach build trust with both clients and colleagues. They model ethical leadership and demonstrate that even in moments of change, client care remains the top priority.