Meehan v. Shaughnessy
Citation: 404 Mass. 419 (Massachusetts Supreme Judicial Court, 1989)
Facts
Attorneys Meehan and Boyle, partners at the Parker firm, secretly planned to leave and form their own firm. While still at Parker, they identified clients they intended to solicit and had a paralegal copy confidential case files. When they departed, they immediately sent solicitation letters to clients using information from the copied files. Several clients chose to follow Meehan and Boyle. The Parker firm sued for breach of fiduciary duty and conversion of client files.
Issue
What duties do attorneys owe to their former firm and to clients when departing to form a competing practice, and what conduct in preparation for departure crosses the line into breach of fiduciary duty?
Holding
The Massachusetts Supreme Judicial Court held that Meehan and Boyle breached their fiduciary duties to the Parker firm by secretly copying client files and by timing and framing their client communications to improperly advantage themselves before clients had an opportunity to choose. The court held attorneys may ethically plan to depart and may notify clients of their departure, but may not engage in deceptive or self-serving conduct at the firm’s expense.
Rule
Attorneys planning to leave a firm may ethically make arrangements for their new practice and may notify clients of their departure. However, attorneys breach their fiduciary duties to the firm if they: secretly copy confidential client files before departure; communicate with clients in a misleading or manipulative way designed to influence retention before clients are fairly informed; or otherwise exploit confidential firm information for their personal benefit at the firm’s expense. Client files belong to the client, not the firm or departing lawyer.
Significance
Meehan v. Shaughnessy is a leading case on attorney obligations during and after law firm departure, a recurring professional responsibility topic. It illustrates the tension between an attorney’s right to compete and the fiduciary duties owed to the former firm. The case is notable for establishing that clients have the ultimate right to choose their counsel — the firm cannot “own” clients — but that the process of notifying and transitioning clients must be fair and transparent. It is also significant for the proposition that client files belong to the client and must be surrendered upon the client’s request regardless of fee disputes.