Reviewed by Erik Newton, Esq., on October 18, 2026.
Buying a law practice gives a lawyer or firm an established client base, staff and an office in one step. It also comes with obligations a buyer of an ordinary business never takes on: the clients decide whether to come along, their fee agreements stay as they are, and the buyer must be able to handle every matter it inherits. In Florida the rules are in Rule 4-1.17 of the Rules Regulating The Florida Bar; in Illinois, RPC 1.17.
What you are buying
A practice sale can include goodwill, the files of clients who consent, the office lease, staff relationships, phone numbers and equipment. A purchase of tangible assets alone is not a sale under Rule 4-1.17, so the deal documents should say clearly what is changing hands.
In Florida, a buyer purchases the entire practice or an entire area of practice and must take on all client matters in it, subject to client consent or court authorization (Rule 4-1.17(a) and comment). A matter the buyer cannot take because of a conflict of interest does not break that requirement.
Conflicts come first
Before files are shared, the buyer checks the seller’s matters against its own clients (Rule 4-1.7). Conflicts are generally imputed across the lawyers of a firm (Rule 4-1.10(a)), so the check runs against the whole buying firm’s current and former clients, not only the lawyer leading the purchase. Some conflicts can be resolved with informed client consent; others cannot, and those matters stay out.
Diligence within the confidentiality limits
Early diligence works from information that does not identify clients: revenue by area of practice, the number and type of open matters, the kinds of fee agreements in use, staffing and the lease. Under the comment to Rule 4-1.17, access to detailed information about a representation, such as the file, requires client consent or court authorization (see Rule 4-1.6).
Trust accounting deserves its own review: how client funds are held and reconciled, and how they will be accounted for and transferred at closing. Client funds in the seller’s trust account belong to the clients, not to the practice being sold. A lawyer must hold them in trust and promptly deliver funds a client is entitled to receive (Rule 5-1.1(a)(1) and (e), Rules Regulating The Florida Bar), so funds move to the buyer only for clients who come to the buyer under Rule 4-1.17, with each transfer recorded on that client’s trust ledger (Rule 5-1.2(b)(7)), and the rest go to the client or the client’s new lawyer. On a sale, the seller must also arrange for its trust account records to be kept as the rules require (Rule 5-1.2(f)(2)).
The fee agreements come with the practice
The buyer must honor the seller’s fee agreements, and fees may not be increased because of the sale. In Florida, both points are in the rule (Rule 4-1.17(f)). In Illinois, fees may not be increased because of the sale (RPC 1.17(d)), and the rule’s official comment says the buyer must honor the seller’s existing arrangements with clients on fees and the scope of the work (Comment [10]). Florida’s comment notes that this obligation can be taken into account in the price. A practice with many flat-fee matters underway, for example, carries work already paid for.
How the price is paid
The seller may be paid for the reasonable value of the practice. The price can be paid at closing, over time, or both. Payments over time need the same care as in any business sale: a schedule, security, and what happens if a payment is missed. In Florida, if the deal divides fees from matters that begin after the sale, the fee-division provisions of Rule 4-1.5 apply to those fees; they do not apply to fees from matters pending at the time of the sale.
Professional liability
The seller’s malpractice coverage usually needs attention at closing: a claims-made policy covers only claims made while it is in force, so a seller who stops practicing should ask about extended reporting (tail) coverage. Our post on claims-made and occurrence coverage explains tail and nose coverage. The buyer should confirm with its own carrier, before closing, that its policy covers its work on the inherited matters from the day it takes them over.
Competence to take it on
The buyer must be able to handle the matters competently (Rule 4-1.1). A buyer stepping into a practice area it does not handle today should plan staffing and support before closing, not after.
If the practice is in Illinois
Illinois requires the seller to stop practicing privately in the geographic area, gives clients 90 days to respond to the notice, and requires the entire practice to be sold. Our guide to selling a practice in Florida or Illinois covers the differences.
Rules cited are the Rules Regulating The Florida Bar and the Illinois Rules of Professional Conduct as of October 2026.
Related reading
- Claims-Made vs. Occurrence: Tail Coverage in a Practice Sale
- Dental Partnership Agreements: What to Settle Before You Sign
- Professional Association vs. PLLC vs. LLC in Florida
- Selling Your Law Practice in Florida or Illinois: What the Rules Require
Practice area: Law Firm Purchase & Sale
This article is for informational purposes only and is not legal advice. No attorney-client relationship is formed by reading it.