Rutgers School of Law, OAL case ACPE048

87 N.J.L.J. 459
July 16, 1964

ADVISORY COMMITTEE ON PROFESSIONAL ETHICS

Appointed by the New Jersey Supreme Court

OPINION 48

Sale of Practice

    An attorney inquires whether he may properly take over the prosecution of certain cases of a retiring attorney and agree to pay the latter one-third of all net profits from such work and from any other work he performs for the former clients of the retiring attorney over a three-year period. In the alternative, he inquires
whether he could properly pay a lump sum to the rotating attorney approximating the latter's net income for one year. He observes that "the good will represented by his (the retiring attorney's) practice has intrinsic value which he is understandably reluctant to give away."
    Either type of transaction would violate the Canons of Professional Ethics, Canon 34. See also Canons 12, 27 and 37.
    While there is a wealth of supporting authority on the matter, it will suffice here to refer briefly to the following.
    The applicable principle is stated succinctly in Drinker, Legal Ethics 161 (1953):
    A lawyer's practice and good will may not be offered for sale.

Another clear statement of the rule is found in A.B.A. Committee on Professional Ethics and Grievances, Opinion 266 (1945):

The good will of the practice of a lawyer is not, however, of itself an asset, which either he or his estate can sell. As said by the Committee on Professional Ethics of the New York County Lawyers' Association in its Opinion 109 (October 6, 1943):

Clients are not merchandise. Lawyers are not tradesmen. They have nothing to sell but personal service. An attempt, therefore, to barter in clients, would appear to be inconsistent with the best concepts of our professional status.

See also N.J. Advisory Committee on Professional Ethics, Opinion 25, 87 N.J.L.J. 19 (1964).

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