Law Firm Partnership Agreement

This Agreement originally appeared in the Appendix to The Professions, 1977 Law Society of Upper
Canada Special Lectures (Toronto: Richard De Boo, 1977). It has been revised and updated.
Note None of the forms and suggestions set out in this Model Agreement are recommended as
essential or even appropriate for any given law firm. In smaller firms, for which this Agreement
is primarily designed, each partner should consider each provision carefully and decide how he
or she would like it amended. There may be matters not covered in the Agreement which all the
partners feel should be covered. As a Partnership Agreement, whether written or just
understood, is the basis of the working relationship between the partners, its importance cannot
be over-emphasized. The Partnerships Act and the Income Tax Act are both very important
inputs. The Partnerships Acts are not uniform across Canada, and they are sometimes
amended. The Income Tax Act is amended frequently, and interpretations of it are also amended
by Canada Revenue Agency and by the courts.
General Provisions
1. Janice Doe, Randi Roe and Harry Smith, Barristers and Solicitors, of the City of London in the
County of Middlesex, hereby agree to practise law as a partnership under the firm name of Doe, Roe
and Smith. (the Partnership)
2. The Partnership is organized to engage in the practice of law with such incidental operations as the
maintenance of records and the purchase and disposition of property necessary to the operation of the
firm.
3. The name of the firm shall be Doe, Roe and Smith unless a change shall be agreed to by all partners.
No partner shall be entitled to use all or any part of the name in connection with a law practice in the
Province of Ontario unless a partner whose surname forms part of the firm name ceases for any
reason to be an active partner in the firm, in which case he or she shall be entitled to practise law
under a name of which his or her own name forms part and, if he or she does so practise and there is
no other partner remaining in the firm subject to this Agreement whose surname is the same as the
partner who has ceased to be an active partner, such name shall be dropped from the firm name.
[To save disagreements later, it is wise to obtain at the outset some consensus upon procedures for future
changes in the name which reflect a policy choice that new associates can be informed of at the time they
are first employed. See Richard N. Waterous, Some Problems in the Formation and Function of the
Small Professional Partnerships in The Professions, L.S.U.C. Special Lectures (Toronto: Richard De
Boo, 1977). See also Morgan v. Forster, [1976] 12 O.R. (2d) 352 (H.C.).]
4. Where the name of a retired or deceased partner is continued as part of the firm name, the remaining
partners do hereby agree to indemnify and save the retired partner or his or her estate harmless from
any liability resulting from any ostensible continuance in the Partnership that may be implied by the
use of his or her name.
[See Waterous, above. It may be that the name of a retired partner should not be used without his or her
permission. The Law Society has rules restricting the use of names of persons not associated with the firm
but permits the use of names of former partners.]
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5. The Partnership contemplated by this Agreement shall continue until terminated by the written
agreement of all the partners and neither retirement, death, insolvency, disbarment, notice of
intention to do so signed by any partner, change of membership (whether by admission of new
partners or by expulsion, withdrawal or other cessation of former partners), arbitration of disputes or
any other matter shall dissolve the Partnership as between the remaining partners, and each of the
partners covenant not to exercise the remedy provided under section 26 of the Partnerships Act in
such a way as to effect a dissolution of the Partnership.
[See the 1995 Conference Report, Canadian Tax Foundation, Toronto, chapters 15, 16, 17 and 18, Tax
Planning for the Professional.]
6. The fiscal year of the Partnership shall be the calendar year unless otherwise agreed to by all
partners.
Capital of the Firm
7. The original capital of the Partnership shall consist of the capital contributions now made by the
respective partners as shown on Exhibit A attached hereto. Additional contributions to capital shall
be made when necessary by the then partners of the firm in proportion to their interest in the firm.
Upon admission, a new partner shall contribute, in cash, the proportion of total capital contributions
to be represented by his or her interest in the firm, which cash shall be distributed, by way of
repayment of part of their capital contributions, to the other partners of the firm in proportion to their
then capital contributions. The capital contributions of a partner shall be determined by adding the
total contributions to capital he has made and deducting therefrom any repayments to him. No
allowance or claim for goodwill shall be made by any partner at any time. The remaining partners
shall pay, proportionately to their partnership interests, to any withdrawing partner, his or her then
capital contribution to the firm. The firm shall not own real estate but shall operate from rented
premises. Capital contributions from the partners may be replaced or augmented by bank loans if
agreed to by 75% of the partners in number.
[This is a most important clause and must be tailor-made for each firm after careful consideration. The
contribution to capital can be very onerous for new partners if the firm has allowed its capital account to
grow substantially. Some firms use bank borrowing rather than large capital contributions. This has the
obvious advantage of using the firms resources rather than the individual partners resources as the
borrowing base. On the other hand, one partner could be stuck for the whole loan. Certainly a low
capital contribution makes withdrawal of a partner and admission of new partners less disruptive. Some
firms try to keep partnership capital at a minimum by requiring partners to buy their own office furniture,
cars, etc. Other firms buy or lease office furniture and cars which they supply to partners and associates
alike. There are advantages and disadvantages to each system. Capital cost allowance of Partnership
property must be claimed at the firm level, which means individual partners cannot choose the amount of
the deduction or the timing of the deduction, which may be another reason for minimizing purchases by
the Partnership itself. The suggestion of only using rented premises arises because of the huge escalation
in real estate values which can lead to both evaluation problems and financial hardship on the admission
of new partners. If only some of the partners are involved in owning the premises, striking a fair rental
raises an obvious conflict of interest. See Waterous, Some Problems in the Formation and Function of
the Small Professional Partnership, referred to above. For the purposes of this Agreement we have not
attempted to include the use of a corporation to hold the partnership assets: see Strother and Byrne,
Craditor Proofing and Professionals, 1997 B.C. Tax Conference Canadian Tax Foundation, p. 11:74 -
78. For several other interesting provisions as to appropriate capital clauses, see Carrington and
Sutherland, Articles of Partnership for Law Firms, available at a nominal cost from the American Bar
Association. There is no agreement among Ontario lawyers that goodwill should or should not be
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excluded. We have excluded it simply to raise the point. Special consideration as to the valuation of other
capital assets, particularly the library if it is extensive, may be warranted.]
Profits
8. The profits of the firm shall be determined on a basis consistent with that required for purposes of
the Income Tax. To the extent possible, a modified accrual basis shall be used, that is by deducting
from fees billed (whether or not paid) in the period for which profits are being determined all
expenses payable (whether or not paid). Such profit shall be determined on an annual basis by the
firms auditors, Messrs. X, Y & Co., after consultation with any partner who wishes to consult with
them, as soon as possible after the end of each fiscal year.
9. After determination of the annual profits, such profits (or losses) shall be distributed forthwith
among the partners according to their respective interests in the partnership after taking into account
any drawings or distributions of profits which have been made to the partners during the financial
year.
[Distribution of profits in this way will require financing of the accounts receivable. The loan so incurred
should decrease during the year due to the reserve in clause 10 but will rise dramatically at year-end.]
10. During the financial year, the firms bookkeeper shall prepare, as soon as possible after the end of
each month, a statement of profit for the portion of the fiscal year then ended and distributions shall
be made to the partners according to their respective interests in the partnership after deducting a
reserve of 20% of profits and after taking into account any drawings or previous distributions of
profits which have been made to the partners during that financial year. In the event that there is a
loss during any month, such loss, to the extent not covered by the reserve above mentioned, shall be
covered by bank borrowings by the firm, but no further distribution of profit shall take place until all
such bank borrowings have been repaid.
11. The entitlement of a partner to share in the profits of the firm under clauses 9 and 10 shall terminate
on the last day of the month preceding the month in which the partner retires, dies, withdraws, is
expelled or ceases to be a partner for any other reason.
12. No partner shall be admitted into the Partnership except at the start of a financial year.
[The calculation of the profit of the firm for purposes of distribution to the partners is of vital importance.
Whether one uses the cash, modified accrual or full accrual basis is a difficult question on which there is
no unanimity. See Waterous, above, for one view in favour of full accrual accounting and for a brief
description of each method and the results (and problems) that flow from using each method. The Income
Tax Act permits a form of modified accrual accounting or full accrual accounting. The Income Tax Act
does not permit income for tax purposes to be calculated on cash basis accounting.
Such matters as bonus payments to associates, perhaps on a formula basis, should be worked into the
profit calculation system. Some firms reserve a percentage of profits to distribute on a merit basis among
partners who have contributed more than was expected during the year. This Agreement assumes that
partnership interests are fixed for a full year, which is simple but may be inequitable.]
Work-in-Progress
13. Work-in-progress at a given time means work done by the firm, for which time records have been
kept and sent to the bookkeeper, for matters which are intended to be billed but have not yet been
billed to clients.
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14. The value of the work-in-progress for any particular matter at any particular time is deemed to be
one-half of the number of unbilled hours of each lawyer who has sent in time records on the matter,
multiplied by the hourly rate of the lawyer involved. The bookkeeper shall determine the value of the
work-in-progress as soon as possible after the end of the month.
[Work-in-progress is not as valuable as an account receivable and should be discounted. Whether 50 per
cent is the right discount depends on the situation.]
15. No partner has any vested interest in the work-in-progress.
16. Upon the death of any partner or upon a partners withdrawal at retirement age, upon withdrawal due
to incapacity for reasons of health or upon withdrawal for any reason which a majority of the
remaining partners agree is appropriate for such compensation, the firm shall pay to such partner, or
his or her estate, an amount equal to his or her partnership interest multiplied by the value of the
work-in-progress at the end of the month preceding his or her death or withdrawal. Such amount
shall be paid to such partner out of the receipts of the firm (and shall be deducted in determining
profits) at the rate of 3% of the amount so payable each month for the 33 months following the date
of calculation and the remaining 1% shall be paid in the 34th month after such date.
[See the Income Tax Act, subsection 96(1.1). The firm will deduct the amount of such payments for tax
purposes and it will be included in the payees income.]
17. Upon admission to the Partnership, a new partner shall pay to the Partnership an amount equal to his
or her partnership interest multiplied by the value of the work-in-progress, which payment shall be
divided among the other partners in proportion to their interests.
[Some firms do not charge an entering partner for his or her share of the work-in-progress at all. No
payment is consistent with the concept of no vested interest in the work-in-progress. If a full accrual
accounting system is used, there is no need for adjustment with entering or withdrawing partners but the
inventory has to be financed. Payment for work-in-progress by an entering partner can be very
substantial and perhaps should be spread over a time period of, say, three years.]
Withdrawal from Partnership
18. In the event of the death of any partner prior to age 65, the Partnership shall pay to the estate of such
partner, in addition to the amounts payable for work-in-progress, an amount equal to the lesser of
$100,000 and the average of that partners annual share of the partnership profits for the three years
prior to but not including the year of the partners death. Such payments shall be funded, to the
extent possible, by the purchase of insurance by the firm, the premiums for which shall be charged
against the profits of the firm. Such payment shall be in addition to the payment by the partners for
the deceaseds interest in the capital of the firm.
[The partner may be expected to carry some life insurance himself so payment on death need not be too
extensive. The income tax ramifications of payments from insurance policies should be considered. If
there is no insurance it should be made clear whether the payment will come out of profits and thus form
part of the payees income for tax purposes, see the Income Tax Act, subsection 96(1.1).]
19. In the event of a partner becoming bankrupt, that partner shall be deemed to have withdrawn from
the partnership at the end of the month next preceding the date when the partner was declared or
declared himself or herself bankrupt, in which event no payment shall be made to the partner except
for a return of his or her interest in the capital of the firm.
[Any payment to a bankrupt partner will presumably be lost to him in any event.]
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20. In the event that a partner is incapacitated by reasons of health so that he or she has been unable to
work for periods aggregating six months in any 18-month period, the incapacitated partner shall be
deemed to have withdrawn from the partnership at the end of the month preceding the end of such
six months. Upon such withdrawal the firm shall pay to the partner, in addition to payment for work-
in-progress, an amount equal to one-half of the amount that would be payable to such partner had he
or she died on such date. The payment under this clause is in addition to the payment required to be
made to the incapacitated partner for the partners interest in the capital of the firm.
[Disability insurance may be carried by the partners individually or through group plans. It may be
inappropriate to pay a disabled partner less than a deceased partner, as the partner may have increased
liabilities to contend with.]
21. A partner may be required to withdraw from the firm at the end of any partnership year but only if all
the other partners agree. In the event of the required withdrawal of a partner, the firm shall pay the
partner an amount equal to the amount the partner would be paid under paragraph 20 if the partner
had become incapacitated but no payment shall be made for work-in-progress. Such former partner
will be entitled to receive payment for his or her interest in the capital of the firm in addition to the
payment under this clause.
[An alternative is to pay for work-in-progress on expulsion but for no other payment by the firm. The
reason is that the expelled partner will likely go into competition.]
22. A partner may withdraw from the Partnership before age 65 only at the end of a partnership year,
except in the case of appointment to the Bench or appointment to an Administrative Tribunal or with
the consent of a majority in number of the other partners, in which event a partner may withdraw at
any time. A partner who withdraws voluntarily shall be paid an amount by the firm equal to the
amount that partner would be paid if that partner were expelled, provided that, if the withdrawing
partner is under 55 years of age at the date of withdrawal and the partners withdrawal is not because
of an appointment to the Bench or to an Administrative Tribunal, that partner shall be paid one-half
of the amount otherwise payable under this clause. A payment under this clause shall be in addition
to any payment required to be made for the withdrawing partners interest in the capital of the firm.
23. A partner shall withdraw at the end of the partnership year in which the partners 65th birthday
occurs. Providing such partner agrees in writing not to continue to practise law in Ontario except as
an employee of the Partnership (for which employment the withdrawing partner shall be separately
remunerated at a rate to be agreed upon annually by a majority of the partners) such partner or his or
her estate shall be paid by the firm, in addition to any payment for work-in-progress:
a) an annual amount equal to one-fifth of his or her average share of the partnership profits during
the last three years in which he or she was a partner, to be payable monthly, for a minimum of
three years, until the death of the partner; or
b) at the election of the partner, the amount the withdrawing partner would have been paid by the
firm if he or she had died before reaching the age of 65 years, such amount to be paid in equal
monthly instalments over a period of two years.
All such payments shall be considered as income to the payee and shall be deducted in calculating
the partnership profits.
[There are almost as many formulas for retirement payments as there are partnership agreements. One
extreme is to say there shall be no payment, the partner being expected to fund for himself through
registered retirement savings plans. Other formulas provide for a fixed amount but also for a maximum of
10% (for example) of the net profit of the firm to be paid to all retired partners in order to ensure that
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there is not too much of a drain upon the firm. It is not intended to specify a formula which is appropriate
in all cases. If a formula like this is to be used, its actuarial implications should be worked out before
locking into the numbers. Funding should be considered, either through insurance or through setting up
of reserves. The model agreement of the Canadian Bar Association has a provision that allows the
retiring partner to select the years just prior to age 50 rather than the years near age 65 if that is to his or
her benefit. With inflationary pressures in the economy an equitable formula is more difficult than in a
period when costs are relatively stable. Lifetime payments can go on for 30 years, which means that
partners who have never seen the retired partner are contributing to his or her retirement. Many small
firms do not have a mandatory retirement age. This can cause problems when the senior partner wants to
hang on well into his or her seventies. Some people are competent well past 70, others are not.]
Dissolution
24. The firm shall be dissolved only if all the partners agree or, if there are more than five partners, 80%
in number of the partners agree.
25. Upon dissolution, no partner has the right to use any part of the firm name unless such part is his or
her own surname or the surname of another living person with whom a new partnership is formed.
26. On dissolution, the work-in-progress shall be divided as to each client by the partner then in charge
of such client but, in the event of any dispute as to any file, 75% in number of the other partners may
overrule the decision of the partner in charge of the client if the client agrees with the result of such
overruling. [See Weinstein, Sale of a Partnership Business, 1996, Corporate Management Tax
Conference, p.12: 1-50.]
Partnership Interests
27. The partnership interest of any partner at any time shall be his or her number of partnership points
divided by the total number of partnership points of all the partners.
28. The initial parties to this Agreement shall have the number of partnership points set out against their
names on the schedule attached hereto.
29. A new partner may be admitted at the start of any partnership year with the concurrence of partners
holding 75% of the total partnership interests.
30. Upon admission, the new partner will be assigned a number of partnership points, which points will
not be subtracted from the points of other partners but will increase the total number of partnership
points. The number of points so assigned must be concurred in by partners holding 75% of the total
partnership interests before his or her admission.
31. At the end of every partnership year, the partnership points of every partner who was a partner in that
year shall be adjusted, taking into account the following factors:
(a) the number of billable hours worked by the partner in the year;
(b) the average hourly rate at which work by the partner has been billed during the year;
(c) the total billings to clients of which the partner is in charge;
(d) the total billings to new clients introduced during the year by the partner;
(e) the number of hours spent on firm matters that were not billable;
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(f) the number of hours spent on professional liaison, teaching and other matters.
32. The product obtained by multiplying the number of billable hours worked by each partner in the year
multiplied by the average hourly rate at which work by such partner has been billed during the year
shall be calculated as that partners direct business contribution. Added to the direct business
contribution shall be the number of hours, not to exceed 200 in any given year, spent on firm matters,
multiplied by the partners average hourly rate at which work by the partner has been billed during
the year. This amount when added to the partners direct business contribution shall be the partners
basic base.
33. In determining the partnership points for a new partnership year, the partners basic base, divided by
the basic base of all partners, shall be multiplied by 70% of the total partnership points for the
preceding year, and the result will be in the partners base partnership points for the new partnership
year.
34. The total number of partnership points, excluding those of newly admitted partners, shall not be
increased at the start of a new partnership year.
35. The partners shall determine the partnership points to be awarded to each partner for the next year on
the basis of the factors specified above, but in no event shall a partner receive fewer points than the
partners base partnership points nor shall a partner receive fewer points than would be necessary to
ensure that a partners split of the total profits will be more than the remuneration of the highest paid
associate of the firm who is not a partner. The final determination of partnership points for any year
shall be agreed upon by partners holding at least 75% of the partnership interest in the ending year,
the new suggested division of points having been prepared by a committee of at least three partners
of which one shall be under the age of 50 years and one shall be under the age of 40 years.
[There are essentially three methods of dividing profits have the senior partner or a small group
decide in their discretion, use a fairly rigid formula or require total agreement. The closer one can come
to using a formula, the less trouble there is. Usually some discretionary feature needs to be included to
take care of the unusual case. We have suggested a simple formula as the major indicator without using it
as an exclusive guide. If a partnership has a few years of experience, the formula can be tested on the
results it would have thrown up in previous years. In this way the features of importance in a given firm
can usually be isolated. Obviously the splitting of the partnership pie is the single most important point in
any partnership. See Waterous, above.]
36. Each partner shall devote substantially his or her full time, energy and ability to the business of the
Partnership unless prevented by sickness or other reasonable cause. If a partner withdraws from the
firm, all files and engagements on which that partner was working shall be and continue to be the
property of the firm unless in any case the client shall specifically request a transfer of the matter
from the firm to the withdrawing partner, in which case all work-in-progress with respect to the firm
at the date of transfer shall be payable to the firm in the same manner and in accordance with the
same professional principles that would apply in the event of transfer of a file or engagement to any
other lawyer.
[This clause is a slight condensation of a clause in the Canadian Bar Association Model Partnership
Agreement.]
37. If a partner engages in activities not strictly on account of the firm but related either to firm business
or the practice of law, all remuneration received as a result of such activities shall be paid to the firm.
Without limiting the generality of the foregoing, directors fees, fees received as executor or trustee,
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teaching honoraria, book royalties and honoraria for speaking engagements shall be paid by the
partner to the firm.
[This approach is becoming more common with respect to outside remuneration but there are many firms
which allow the partner to keep the extra remuneration involved. If the firm is to receive the fee, should
the partner submit time records? If so, the partners average hourly rate may fall if he or she does
extensive preparation for the outside program.]
38. Each partner shall be liable as between the partners for the debts and obligations of the firm in
proportion to the partners partnership interest.
[The Canadian Bar Association Model Agreement goes on to hold partners individually liable for losses
arising as a result of willful misconduct or gross negligence.]
39. Each new partner admitted to the firm shall sign a copy of this Agreement on the schedule attached
and by so doing shall agree to be bound by all the terms of this Agreement.
40. Each partner shall keep accurate records of time spent on each file or engagement on which he or she
is working and shall submit such time records to the bookkeeper at least once every two weeks.
41. Every partner shall have access to all the books and records of the Partnership but shall treat the
information contained therein as confidential.
42. The firm will provide, without charging any fee for services except for actual disbursements made, to
any partner, spouse, lineal ascendant or descendant of such partner, the following legal services:
(a) The purchase or sale of a dwelling for the personal use of the partner or relative.
(b) The drafting and settling of separation agreements or the handling of divorce proceedings.
(c) The handling of all matters related to the estate of a person who was a partner immediately prior
to his or her death or a relative of a partner or the estate of a retired partner or the partners
spouse.
[It is good practice to list the services which will be performed free. Some families generate so much
legal business that, if it were all done free, the firm would suffer serious losses of time.]
[Some Agreements contain details of permitted holidays and provision for sabbatical leave.]
Meetings of Partners
43. There shall be regular meetings of the partners on the first Wednesday of each month starting at 7:00
p.m.
44. The quorum for a meeting of partners shall be a majority in number of the partners, representing in
person or by proxy at least 60% of the partnership interests.
45. The Chairman of the partners meeting shall be the partner at the meeting who has the largest
partnership interest.
46. A partner who cannot attend a partnership meeting may appoint another partner as the partners
proxy for the purpose of voting at the meeting but such proxy shall be in writing and lodged with the
Chairman at the meeting.
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47. The agenda for the partnership meeting shall be prepared by the secretary of the partner with the
greatest partnership interest who shall place on each agenda all matters desired to be discussed by
any partner, in the order such matters are received by the secretary up to 48 hours before the
meeting. The agenda shall be circulated to all partners at least 24 hours before the meeting.
48. Any partner may call a meeting of partners by giving to the secretary of the partner with the greatest
partnership interest a written notice, in which event a partnership meeting shall be held within 72
hours of the receipt of such notice. Meetings of partners may be held without notice or agenda if all
the partners are present.
49. The Chairman shall go through the agenda in the order therein set out unless the Chairman believes
that a matter deserves special attention, in which case the Chairman shall ask the meeting to advance
the order for such matter.
50. Except as otherwise provided, all matters shall be decided by an affirmative vote of partners holding
a majority of the partnership interests.
[Consideration should be given to the alternative use of an instrument in writing.]
51. Votes shall be by show of hands. The secretary of the meeting, who shall be the partner present with
the smallest partnership interest, shall be responsible for counting the vote.
52. The secretary of the meeting shall take minutes and cause to be circulated a transcript of such
minutes to all partners within 48 hours after the meeting.
53. A decision made by the meeting shall be binding on all partners.
[Note: The mechanics of a partnership meeting should be specified in some detail, although the
suggestions above are merely to raise issues. Every partnership works differently. Many do not operate
through formal meetings at all. Nevertheless it is advisable to have a formal procedure to which resort
can be made if all else fails. The impeachment process in the United States looked pretty ineffective until
President Nixon came along.]
Miscellaneous
54. The Partnership shall establish bank accounts only with the Y branch of X Bank. All accounts shall
require the signature of at least one partner together with the bookkeeper, and cheques in excess of
$500.00 or cheques drawn on a trust account shall require the signature of two partners.
55. No partner shall borrow or authorize the borrowing of any money on account of the firm without the
express approval of partners holding at least 75% of the partnership interests, which approval shall
be evidenced by an instrument in writing.
56. In the event of a dispute between any of the partners as to the interpretation of this Agreement or as
to any matter not covered by this Agreement, the partners agree to first attempt to settle such dispute
among themselves, but in the event such settlement cannot be reached, the partners agree to choose a
lawyer not connected with the firm but having at least 25 years experience in the practice of law in
Ontario, whose decision on the point shall be conclusive.
[That some form of dispute settlement is essential may be conceded. The method of such settlement is a
very difficult problem. The above suggestion is designed to force the partners to choose another member
of the profession who will be acceptable to all.]
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57. This Agreement may be amended only after the amendment has been put on the agenda of a regular
meeting of partners and debated at such meeting. In addition, any amendment must be approved in
writing by partners holding at least 80% of the partnership interests.
58. This Agreement shall be governed by the laws of Ontario and the laws of Canada applicable therein.
59. No party shall assign its rights or obligations hereunder without the prior written consent of the other
parties.
60. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and permitted assigns.
SIGNED and DELIVERED this ______ day of ______________, 20___
at ____________________________________, Ontario.


Janice Doe Randi Doe Harry Smith

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