RPC RULE 1.17
                         SALE OF LAW PRACTICE

A lawyer or a law firm may sell or purchase a law practice, or an area of
law practice, including good will, if the following conditions are satisfied:

  (a) [Reserved.]

  (b) The entire practice, or the entire area of practice, is sold to one
or more lawyers or law firms;

  (c) The seller gives written notice to each of the seller's clients
regarding:

     (1) the proposed sale;

     (2)  the client's right to retain other counsel or to take possession
of the file; and

     (3) the fact that the client's consent to the transfer of the client's
files  will be presumed if the client does not take any action or does  not
otherwise object within ninety (90) days of receipt of the notice.

If a client cannot be given notice, the representation of that 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 fees charged clients shall not be increased by reason of the sale.

Comment

  [1] The practice of law is a profession, not merely a business. Clients
are not commodities that can be purchased and sold at will. Pursuant to
this Rule, when a lawyer or an entire firm ceases to practice, or ceases to
practice in an area of law, 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.

Termination of Practice by the Seller

  [2] [Reserved.]

  [3] [Reserved.]

  [4] [Reserved.]

  [5] [Reserved.]

Sale of Entire Practice or Entire Area of Practice

  [6] The 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 area 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. The purchasers are
required to undertake all client matters in the practice or practice area,
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

  [7] 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. Providing the purchaser access to client-specific
information relating to the representation and to the 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 must be told that the decision to consent or make other
arrangements must be made within 90 days. If nothing is heard from the
client within that time, consent to the sale is presumed.

  [8] [Washington revision] 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, the Rule requires an order from a court having jurisdiction
authorizing their 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 a court order be considered in camera.

  [9] All 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 area of practice.

Fee Arrangements Between Client and Purchaser

  [10] The sale may not be financed by increases in fees charged the
clients of the practice. Existing arrangements between the seller and the
client as to fees and the scope of the work must be honored by the
purchaser.

Other Applicable Ethical Standards

  [11] 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 informed consent
for those conflicts that can be agreed to (see Rule 1.7 regarding conflicts
and Rule 1.0(e) for the definition of informed consent); and the obligation
to protect information relating to the representation (see Rules 1.6 and 1.9).

  [12] If approval of the substitution of the purchasing lawyer for the
selling lawyer 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).

Applicability of the Rule

  [13] This Rule applies to the sale of a law practice of a deceased,
disabled or disappeared lawyer. Thus, the seller may be represented by a
non-lawyer representative not subject to these Rules. Since, however, no
lawyer may participate in a sale of a law practice which 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.

  [14] Admission to or retirement from a law partnership or professional
association, retirement plans and similar arrangements, and a sale of
tangible assets of a law practice, do not constitute a sale or purchase
governed by this Rule.

  [15] This Rule does not apply to the transfers of legal representation
between lawyers when such transfers are unrelated to the sale of a practice
or an area of practice.

Additional Washington Comment (16)

   [16]  If, at the time the notice under paragraph (c) is given, the buyer
or  seller  knows  of  a  conflict  that  would  preclude  the  buyer  from
representing  a  client  of the seller, the notice to  that  client  should
inform  the  client of the conflict and the need for the client  to  obtain
substitute  counsel or retrieve the file. When such a conflict exists,  the
notice  described in paragraph (c)(3) cannot be given because there can  be
no presumption that the client's file will be transferred to the buyer.


[Adopted effective September 1, 2006.]