[textbook]Traversing the Ethical Minefield Problems, Law, and Professional Responsibility by Susan R. Martyn (z-lib.org)(1) (1)

engagement letters are intended to prevent misunderstandings by clarifying the scope and
basis for undertaking a client representation. But an engagement letter also can be used to
address other issues that might arise during the course of the representation. A complete list
is probably impossible to compile, but commentators offer the following topics as
candidates for inclusion in an engagement letter: 2
Identification of the client, adverse parties, and related parties;
Definition of the scope of the engagement;
Description of the respective responsibilities of the client and the lawyer;
Identification of and consents to conflicts of interest;
Resolution of confidentiality issues, especially in multiple representations;
Identification of goals of the representation;
Proposed staffing, including agents of the client and lawyer;
Methods of communication;
Identification of third-party neutrals, such as judges, arbitrators, or mediators;
Fee agreement and billing schedule;
Grounds for withdrawal or termination;
Policy on file retention; and
Methods of dispute resolution between client and lawyer.
Several jurisdictions require some sort of writing at the beginning of a client-lawyer
relationship. Most common are written fee agreement requirements, which invite further
clarification of the relationship. 3 Several jurisdictions also require written disclosure if a
lawyer does not carry adequate malpractice insurance. 4
Disengagement Letters
To prevent misunderstandings at the close of a matter, commentators also recommend a
disengagement letter, which can be helpful when a lawyer completes a matter, decides to
withdraw, is fired by the client, or leaves a law firm and does not intend to continue work
on a matter. The letter should make clear the reason the relationship has ended, and
include appropriate warnings about unfinished work and time deadlines. 5 The letter also
can address whether the client wishes the lawyer to communicate with successor counsel,
and can provide for the orderly transmission of client files and documents.
Disengagement letters essentially transform a current client into a former client and
thereby limit (but, as we will see in the next few chapters, do not extinguish) the duties the
lawyer continues to owe that person or entity. Although the use of a disengagement letter
can clarify the lawyer’s lack of continuing obligation to the client, it is not an unmixed
blessing. The lawyer may hope that the client will call on the lawyer or the law firm for
other services in the future. For this reason, the termination letter should be clear, but also
can convey a carefully crafted willingness to serve in additional matters.
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