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R. Regulating Fla. Bar 4-5.6

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Rule 4-5.6 Restrictions on Right to Practice

Law Firms and Associations

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Rule Text

A lawyer shall not participate in offering or making: (a) a partnership, shareholders, operating, employment, or other similar type of agreement that restricts the rights of a lawyer to practice after termination of the relationship, except an agreement concerning benefits upon retirement; or (b) an agreement in which a restriction on the lawyer’s right to practice is part of the settlement of a client controversy.

Plain-English Summary (for reference only — not a substitute for the rule text above)

This summary is not the rule. The rule text controls.

Lawyers cannot agree to limit their right to practice law in the future as a way to settle a business or legal dispute. This means law firms cannot make partners, associates, or employees sign agreements that stop them from practicing law after they leave the firm. The only exception is an agreement about retirement benefits, since those deals often naturally include some limits on continuing to practice.

The same rule applies when lawyers settle a case for a client. A lawyer cannot agree, as part of a settlement, to stop representing other clients in similar cases against the other side. For example, a lawyer suing a company cannot accept a settlement deal that requires them to promise never to sue that company again on behalf of anyone else.

This rule exists to protect people's ability to choose their own lawyer. If lawyers could be bought out of practicing certain kinds of cases, it would become harder for future clients to find good legal help. It also stops law firms from using these restrictions to control their employees or partners after they leave.

Committee Notes

An agreement restricting the right of lawyers to practice after leaving a firm not only limits their professional autonomy, but also limits the freedom of clients to choose a lawyer. Subdivision (a) prohibits such agreements except for restrictions incident to provisions concerning retirement benefits for service with the firm. Subdivision (b) prohibits a lawyer from agreeing not to represent other persons in connection with settling a claim on behalf of a client. This rule does not apply to prohibit restrictions that may be included in the terms of the sale of a law practice in accordance with the provisions of rule 4-1.17. This rule is not a per se prohibition against severance agreements between lawyers and law firms. Severance agreements containing reasonable and fair compensation provisions designed to avoid disputes requiring time-consuming quantum meruit analysis are not prohibited by this rule. Severance agreements, on the other hand, that contain punitive clauses, the effect of which are to restrict competition or encroach upon a client’s inherent right to select counsel, are prohibited. The percentage limitations found in rule 4-1.5(f)(4)(D) do not apply to fees divided pursuant to a severance agreement. No severance agreement shall contain a fee- splitting arrangement that results in a fee prohibited by the Rules Regulating The Florida Bar. Amended July 23, 1992, effective January 1, 1993 (605 So.2d 252); amended July 17, 1997 (697 So.2d 115); amended March 23, 2006, effective May 22, 2006 (933 So.2d 417).

← Previous Rule 4-5.5: Unlicensed Practice of Law; Multijurisdictional Practice of Law Next → Rule 4-5.7: Responsibilities Regarding Nonlegal Services