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Rule1.17. Sale of licensedparalegal practice.

Alicensed paralegal practitioner may sell or purchase a licensed paralegalpractice, if
the following conditions are satisfied:

(a)  The seller ceases to engage inlicensed paralegal practice in the geographic area in which the practice hasbeen conducted;

(b)  The entire practice is sold to one ormore licensed paralegal practitioners;

(c)  The seller gives written noticeto each of the seller?s clients regarding: (c)(1) the proposed sale and theidentity of the purchaser;

(c)(2)the client?s right to retain other representation orto take possession of the
file; and

(c)(3)the fact that the client?s consent to the transfer of the client?s files willbe
presumed if the client does not take any action or does not otherwise objectwithin ninety

(90)days of mailing of the notice; and

(d)  The fees charged clients are notincreased by reason of the sale.

 

Comment

[1]  The practice of law is a profession,not merely a business. Clients are not
commodities who can be purchased and sold at will.Pursuant to this Rule, when a licensed paralegal practitioner or an entire firmceases to practice, or ceases to practice in an area of law, and other licensedparalegal practitioners or firms take over the representation, the
selling licensed paralegal practitioner or firm may obtain compensation for thereasonable
value of the practice as may withdrawing partners oflaw firms. See Rules 5.4 and 5.6.

Notification

Incomplying with this Rule, a seller must undertake reasonable steps in locatingthe clients who would be subject to the sale of the practice or area ofpractice. Typically, this would require attempts to contact the client at thelast known address.

Terminationof Practice by the Seller

[2]  The requirement that all of theprivate practice be sold is satisfied if the seller in
good faith makes the entire practice available for sale to the purchasers. Thefact that a number of the seller?s clients decide not to be represented by thepurchasers but take their matters elsewhere, therefore, does not result in aviolation. Return to private practice as a result of an unanticipated change incircumstances does not necessarily result in a
violation.

[3]  The requirement that the seller ceaseto engage in the private practice of law in the geographic area does notprohibit employment as a licensed paralegal practitioner on the staff of apublic agency or a legal services entity that provides legal services to thepoor.

[4]  The rule permits a sale of an entirepractice attendant upon retirement from the private practice of law within thegeographic area.

Saleof Entire Practice or Entire Area of Practice

[5] Reserved.

[6]  The rule requires that the seller?sentire practice be sold. The prohibition against
sale of less than an entire practice area protects those clients whose mattersare less
lucrative and who might find it difficult to secure other counsel if a sale could be limited to substantial fee-generating matters. Thepurchasers are required to undertake all client
matters in the practice or practice area, subject to client consent. Thisrequirement is
satisfied, however, even if a purchaser is unable to undertake a particularclient matter because of a conflict of interest.

ClientConfidences, Consent and Notice

[7]  Negotiations between seller andprospective purchaser prior to disclosure of
information relating to a specific representation of an identifiable client nomore violate the confidentiality provisions of Rule 1.6 than do preliminarydiscussions concerning the
possible association of another licensed paralegal practitioner or mergersbetween firms,
with respect to which client consent is not required. Providing the purchaseraccess 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 disclosedby the seller
to the purchaser, the client must be given actual written notice of the contemplated sale.

[8] Reserved.

[9]  All elements of client autonomy,including the client's absolute right to discharge a licensed paralegalpractitioner and transfer the representation to another, survive the sale
of the practice or area of practice.

FeeArrangements Between Client and Purchaser

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

OtherApplicable Ethical Standards

[11]  Licensed paralegal practitionersparticipating in the sale of a law practice are
subject to the ethical standards applicable to involving another licensedparalegal
practitioner in the representation of a client. These include, for example, theseller?s
obligation to exercise competence in identifying a purchaser qualified toassume the
practice and the purchaser?s obligation to undertake the representationcompetently (see
Rule 1.1); to charge reasonable fees (see Rule 1.5); to protect clientconfidences (see Rule 1.6); to avoid disqualifying conflicts and secure theclient's informed consent for those
conflicts for which there is agreement (see Rules 1.7, 1.9 and Rule 1.0(f) forthe definition
of informed consent); to releases of liability (see Rule 1.8(h)); and towithdrawal of representation (see Rule 1.16)).

[12] Reserved.

Applicabilityof the Rule

[13] This Rule applies to the sale of alicensed paralegal practice by representatives of a deceased, disabled ordisappeared licensed paralegal practitioner. Thus, the seller may berepresented by a nonparalegal practitionerrepresentative not subject to these Rules. Since, however, no licensedparalegal practitioner 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 licensed paralegal practitioner can be expected tosee to it that
they are met.

[14] Admission to or retirement from alicensed paralegal partnership or professional association, retirement plansand similar arrangements, and a sale of tangible assets of a practice, do notconstitute a sale or purchase governed by thisRule.

[15] This Rule does not apply to thetransfers of legal representation between licensed paralegal practitioners whensuch transfers are unrelated to the sale of a practice or an
area of practice.

[15a]This Rule does not prohibit a licensed paralegal practitioner from selling aninterest in a firm and thereafter continuing association with the firm or in anof-counsel capacity.

[15b]Reserved.

[15c]Section (c)(3) of Utah?s Rule 1.7 of the Lawyer?s Rules of Professional Conductdeviate from the ABA Model Rule by providing that the 90-day client objectionperiod
begins to run from the mailing of the notice rather than from receipt of thenotice. The only practical way to prove receipt would be by commercial courieror certified/registered mail. Proving receipt of notice could therefore becost-prohibitive, especially to the small sole practitioner. Often when alicensed paralegal practitioner does not have a viable address
for a client, it is because the subject-matter of the representation has becomestale or the
client has failed to keep in touch with the licensed paralegal practitioner presumably due to
a loss of interest in the matter. Both the Utah Rules of Civil Procedure andthe Utah Rules of Criminal Procedure allow for notices to be given by regularU.S. mail at the last-known
address for the client and provide a presumption of service upon deposit of thenotice in
the mail, postage pre-paid. There does not appear to be good reason to place amore
onerous burden upon a licensed paralegal practitioner selling a practice orarea of practice. Whether the client received actual notice of the proposed saleof a practice or area of
practice, the client is not abandoned; there is new counsel to protect theclient?s existing
rights.

 

? EffectiveJanuary 16, 2019