We write often about the importance of the details in engagement agreements and how they can protect lawyers and their clients down the road. The best engagement agreements are detailed, covering the scope of representation, fee arrangements, communication expectations, arbitration clauses, and more. But what about when you want to withdraw because a client failed to uphold their end of the deal?
Rule 1.16(b)(5) of the Louisiana Rules of Professional Conduct allows a lawyer to withdraw when “the client fails substantially to fulfill an obligation to the lawyer regarding the lawyer’s services and has been given reasonable warning that the lawyer will withdraw unless the obligation is fulfilled.” ABA Formal Opinion 523, issued May 20, 2026, interprets identical language in the ABA Model Rules and clarifies what types of client conduct lawyers may include in their engagement agreements as client obligations whose violation can authorize withdrawal.
Some client obligations are implicit in the attorney-client relationship from the start. The most common example is the client’s obligation to pay their bills. The client’s duty to pay fees does not depend on exhaustive written language. The ABA opinion also notes that a client is implicitly obliged to cooperate truthfully and communicate. A client who persistently lies to their lawyer, withholds material information, or refuses to respond or engage honestly with the representation is failing a fundamental obligation, which can justify the lawyer seeking withdrawal even without a specific contractual provision.
That said, writing these down can help. Spelling out a client’s obligations (and the failure to abide by them as a basis for withdrawal) in the engagement agreement puts the client on notice from the start and creates a cleaner record if withdrawal becomes necessary later.
Beyond the implicit obligations, lawyers may include additional client obligations in their engagement agreements, provided those obligations relate to the representation and are not prohibited by the ethics rules, other law, or public policy.
One instructive example is a provision requiring the client to consult with the lawyer before making any public statement about the case. A clearly drafted media-consultation requirement is permissible under the opinion, and persistent violation of it after reasonable warning can support a motion to withdraw.
Other obligations in the same vein could include requirements that the client respond to counsel’s communications within a reasonable time, produce requested documents promptly, or attend scheduled meetings and proceedings. The key in each case is that the obligation must genuinely connect to the lawyer’s ability to perform the representation.
The opinion also sets out the limits on what a client can obligate themselves to. For example, a lawyer cannot use the engagement agreement to require the client to follow the lawyer’s advice to settle. The decision whether to accept or reject a settlement offer belongs entirely to the client under Rule 1.2, and a lawyer could not include such a provision in an engagement agreement contravening that right. Similarly, a client cannot be made to waive the right to file a disciplinary complaint against the lawyer. That right belongs not just to the individual client but to the broader public interest in lawyer accountability.
Finally, the engagement agreement cannot authorize the lawyer to withdraw unilaterally from a matter pending before a tribunal. For that, court permission is still required, regardless of what the agreement says
Whatever obligation is at issue, Rule 1.16(b)(5) requires that the lawyer first give the client reasonable warning: a clear notice that continued noncompliance may result in withdrawal, and an opportunity to cure.
