Effective January 3, 2017
HaasCaywood PC (“HaasCaywood“) is pleased to have you as a client of our firm. The following General Provisions will apply to all legal services provided to our clients.
HaasCaywood is committed to providing legal services that combine technical accuracy, a timely response, attorney accessibility and innovation, a focus on delivering value with cost effectiveness, and a clear goal of assisting our clients achieve their objectives.
RULES OF PROFESSIONAL CONDUCT
The legal profession is governed by Rules of Professional Conduct. Pursuant to those Rules, we are required to maintain in confidence all information relating to our representation of you, subject to certain limited exceptions. Our professional obligations to you and the legal privilege given to attorney-client communications exist to encourage candid and complete communication between a client and the attorney. Consequently, our attorney-client relationship with you should be based on mutual confidence, trust, and full and honest communication.
To respect the confidentiality of attorney-client communications, it has long been recognized that those communications are the subject of an evidentiary privilege. In short, that privilege permits the client to prevent the disclosure of the substance of those communications. That privilege may be lost, however, if the client discloses to a third party—or permits others to disclose to a third party—communications between the client and the attorney. For example, telling a friend what you discussed with your attorney, showing someone else a letter that you sent or received from your attorney, or copying a third person on an e-mail that you send to your attorney may result in a loss of the privilege on every communication that touches on the subject matter of the disclosed communication. Thus, you should not make or allow any such disclosure without first asking your attorney if the disclosure might waive the privilege. You should also be aware that correspondence with us through your workplace email may not be subject to privacy protections and may jeopardize the attorney-client privilege.
ENTITIES AS CLIENTS
Unless otherwise agreed in writing, in instances when we represent a corporation, limited liability company, partnership or other entity (an “Entity“), our client relationship is with the Entity and not with its individual executives, shareholders, members, directors, managers, partners, or persons in similar positions, or with its parent, subsidiaries, or other affiliates. In those cases, our professional responsibilities are owed only to the Entity alone, and no conflict of interest will be asserted by you because we represent persons with respect to interests that are adverse to individual persons or businesses who have a relationship with the Entity. Consequently, the firm’s attorney-client relationship with the Entity does not necessarily give rise to an attorney-client relationship with the parent, subsidiaries or other affiliates of the Entity, and representation of the Entity in the matters for which the Entity has sought our assistance will not give rise to any conflict of interest in the event other clients of the firm are adverse to the parent, subsidiaries or other affiliates of the Entity. We can also represent individual executives, shareholders, directors, members, managers, partners, and other persons related to the Entity in matters that do not conflict with the interests of the Entity, but any such representation will be the subject of a separate engagement.
In instances where we have been asked to form new entities on behalf of multiple members, partners or stockholders, we cannot advocate the interests of one or more parties over those of others we also represent. If disagreements arise among the parties, then we can provide possible alternatives for them to consider, and we will urge the parties to consider consulting separate counsel. Further, when representing multiple parties, we cannot keep secret from one what the other(s) may tell us. In other words, one such party’s communications with us are not privileged as among the represented parties, although they are privileged with regard to others. If one of the represented parties desires complete privacy, that party should consult independent counsel.
In cases where we are representing more than one party in the same matter, by jointly representing you, you each agree and confirm that (a) you are aware of the considerations and risks involved with our joint representation; (b) you had the opportunity to consult with independent counsel regarding any concerns about such joint representation; (c) you have disclosed all known or potential conflicts; and (d) you consent to the arrangement. Although your interests may be the same at the onset of a matter, it is not uncommon for circumstances to change and cause a divergence of interests. Although we do not commence any joint representation where we anticipate any reasons for this to occur, some or all of the jointly represented parties may be required to obtain new counsel in the event that a conflict does arise, depending on the nature of the conflict. In the event that you have conflicting or potentially conflicting interests with each other in the course of an engagement, we ask you to resolve your differences among yourselves, without our assistance. If you cannot resolve your differences, we will be unable to represent any one of you as to that issue or, if the differences are serious enough, our ethical obligations may require us to withdraw from the matter completely.
From time to time HaasCaywood may represent other clients with interests that are adverse to yours, but we will not undertake any representation that creates a conflict of interest that is prohibited under the applicable Rules of Professional Conduct. In situations where a conflict arises that may be waived under the applicable Rules, however, we may ask you and the other affected party(ies) to waive the conflict in circumstances where we believe we will be able to provide competent and diligent representation to each affected client, the representation is not prohibited by applicable law or ethical standards, the representation does not involve the assertion of a claim by one client against another client represented by HaasCaywood in the same litigation or other proceeding before a tribunal, and each affected client gives informed written consent.
From time to time we will communicate with you by written correspondence, including email, telephone conferences or office conferences. Unless otherwise indicated, our correspondence to you will not constitute complete legal opinions regarding your matter. Usually, the correspondence will concern certain aspects of your matter or will transmit materials for review, comment, or discussion. In addition to written correspondence, we will usually send you copies of major documents that are generated or received regarding your matter. You should retain these documents for possible future use.
NATURE OF SERVICES
In the course of providing legal services, we may, when requested, make certain recommendations or suggestions to help you attain your purposes and goals, or clarify certain issues or alternatives. However, we are providing services of a legal nature, and you agree that you will not rely on us for business, investment, technical or accounting decisions and determinations, or expect us to investigate the character or credit of persons or entities with whom you may be dealing, unless otherwise specified in your engagement.
EXPRESSIONS OF PROFESSIONAL JUDGMENT/NO GUARANTEES
Any statements on our part concerning the outcome of your legal matters are expressions of our professional judgment, but are not guarantees. Our opinions are necessarily limited by our knowledge of the facts, are based on the state of the law at the time they are given, and are sometimes subject to the vagaries of the litigation process. Our firm cannot, and does not, guarantee the result of the professional services rendered on behalf of our clients.
COMMUNICATION AND RESPONSIVENESS
We strive to return all telephone calls on the day received or by the following morning, if received late in the day. We provide 24-hour access to the attorneys’ voicemail system on which confidential, detailed messages can be left. Where appropriate, you will be provided with the home telephone numbers and the cell telephone numbers of our attorneys. Communication by email is now common, although it may be subject to unauthorized interception (as are cell phone communications). We will consider ourselves authorized to communicate with you by email or cell phone, where available, unless you instruct us otherwise. We recommend to our clients that they protect all communications to or from us from disclosure to others who are not our client in the matter. It is your obligation to ensure that the information sent to the electronic address you provide to us is secure and not accessible by others who are not our client. You must also ensure that legal matters in your electronic communications are not disclosed to others.
Where we provide any electronic service to you, or communicate with you by electronic means, we will take every reasonable precaution to ensure that those services and communications are accurate, confidential, and secure. We cannot, however, always be certain that those services and communications are error free. Also, because they will in most cases be Internet based, certain risks exist that are outside our control. Consequently, we will not be responsible for any of the risks associated with electronic communication.
Do not communicate with your attorney regarding any legal matter through text messaging. Text messaging is not a reliable form of communication and does not easily render itself to the record keeping necessary for client communications. HaasCaywood cannot make any assurances regarding communications from a client to an attorney through text messaging.
Some of our clients utilize social media for a variety of purposes. Any communications by social media are not legal advice. Do not communicate with HaasCaywood through any form of social media. Such communications are often public and otherwise may not be confidential and protected by the attorney-client privilege. Moreover, we can make no guarantees as to the responsiveness of our attorneys or staff through social media. Consequently, because it is neither a confidential nor reliable form of communication, HaasCaywood cannot communicate with its clients regarding client matters through any form of social media. Also, clients should refrain from discussing any matter for which they are obtaining legal advice through social media. Such disclosure through social media may result in a loss of the attorney-client privilege and all other communications whether (through social media or otherwise) that touch on the subject matter of the disclosed communication. Finally, comments regarding matters on social media may be used against you in a Court or other proceeding and, once any comments are made, the destruction of such information may be illegal or have other negative legal ramifications. We recommend our clients avoid any discussion, references, or other commentary regarding actual or potential legal matters on social media and, if they have done so, to not destroy any such information without consulting with your attorney and the methodology to preserve the information.
WHO WILL PROVIDE THE LEGAL SERVICES
Your representation will be handled by a lead attorney of either Joseph Haas or Michael Caywood as your primary contact at the firm. Delegation of assignments may be made to take advantage of special expertise, cost-efficiency, or time deadlines. Our staff makes up a key component of our team and the services we provide to you. Our staff, however, cannot provide legal advice and we ask that you not seek legal advice from our staff. As part of our agreement to represent you, if during the course of the representation we decide, in our own discretion, that it is necessary or appropriate to consult with our counsel, at our expense, you agree and consent that we may do so and that our continued representation of you shall not waive any attorney-client privilege that HaasCaywood may have to protect the confidentiality of our communications with our firm counsel.
HOW FEES WILL BE SET
Attorneys may be compensated under a variety of fee arrangements, including purely hourly or per diem arrangements. At HaasCaywood, in general, your representation will be billed on an hourly basis unless otherwise agreed in writing or if your engagement is for a matter that is part of our Fixed Fee Schedule.
The hourly rate charged by Michael Caywood and Joseph Haas is $250 per hour. The rate for David Hughes is $165 per hour. These rates may be adjusted from time to time in accordance with the American Bar Association and the Michigan Rules of Professional Conduct to reflect current levels of legal experience, changes in our costs, and other factors. We keep records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision, travel on your behalf, and other related matters. We record our time in tenths of an hour increments, with a minimum charge of one tenth of an hour (i.e., .10). In determining the amount to be charged for the legal services we provide; we reserve the right—in limited situations and only after consultation with the client and the agreement of the client—to adjust our fees up. Unless described otherwise in the engagement letter, we may consider the following factors in determining our legal fees:
- The time and effort required, the novelty and complexity of the issues presented, and the skill required to perform the legal services promptly
- The fees customarily charged in the community for similar services and the value of the services to you
- The amount of money or value or property involved and the results obtained
- The time constraints imposed by you as our client and other circumstances, such as an emergency closing, the need for injunctive relief from court, or substantial disruption of other office business
- The nature and longevity of our professional relationship with you
- The experience, reputation, and expertise of the lawyers performing the services
- The extent to which office procedures and systems have produced a high-quality product efficiently
HaasCaywood encourages discussion with our clients about legal fees and billing arrangements. Unnecessary misunderstandings can result from a lack of clear communication on these sensitive matters. We expect to have candid discussions regarding fees and billing arrangements with you at the beginning of our relationship and throughout the relationship as either side thinks is necessary.
FEE ESTIMATES AND FIXED FEES ENGAGEMENTS
We are often requested to estimate the amount of fees and costs likely to be incurred for a particular matter. When requested, we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed-fee quotation. The ultimate cost frequently is more or less than the amount estimated.
For certain well-defined services, we have created our Fixed Fee Schedule for a standard product for that particular service. You can find our Fixed Fee Schedule at www.haascaywood.com. In fixed fee situations, the fixed fee arrangement will be expressed in a letter, setting forth both the amount of the fee and the scope of the services to be provided. If there is a deviation from the identified scope of services, HaasCaywood reserves the right to charge a larger fee, but will do so only after consultation with the client.
CONTINGENT FEE ARRANGEMENT
HaasCaywood sometimes agrees to represent a client under a contingent fee arrangement. Such engagements must be approved in advance and reflected in a signed agreement between the HaasCaywood and the client.
Typically, we will charge our clients not only for legal services, but also for other ancillary services which we provide. Examples of ancillary charges include: computerized research services, facsimile charges, printing charges, scanning charges, and the use of our photocopy machines. While our charges for these services are measured by use, they do not, in all instances, reflect our actual out-of-pocket costs. For photocopying, printing, scanning, facsimile, or computerized research, for example, the true cost of providing the service is difficult to establish. While we strive to maintain these charges at rates which are at or lower than those maintained by others in our markets, in some instances, the amounts charged may exceed the actual costs to the firm. We would be pleased to discuss the specific schedule of charges for these additional services with you and to answer any questions that you may have. If you would prefer, in some situations we can arrange for these ancillary services to be provided by third parties with direct billing to you.
In addition to our fees and other charges, we will bill you, without any mark-up, for any out-of-pocket expenses which we incur on your behalf. Examples of costs in this category may include filing fees, court costs, travel expenses (e.g., parking, mileage, toll charges, airfare, lodging, meals, and ground transportation), and third-party carrier or overnight delivery services. We may ask that you pay directly any third-party costs or expenses, such as expert or consultant fees.
BILLING ARRANGEMENTS AND TERMS OF PAYMENTS
Normally, we will bill you each month, for fees, other charges, and disbursements. You are expected to make payment upon receipt of our invoice. Unpaid fees and disbursements accrue interest at the maximum rate permitted under the laws of the State of Michigan and the Rules of Professional Conduct, which, at this time, is five percent (5%) per annum (charged at .42% per month from the beginning of the month in which they became overdue) in the absence of a written fee agreement or seven percent (7%) per annum (charged at .58% per month from the beginning of the month in which they became overdue) where there is a written fee agreement. Unless otherwise agreed, partial payments or late payments will be applied in the manner we determine in our discretion.
If your account becomes past due, you are expected to bring the account or the retainer deposit current. If the delinquency continues and you do not arrange satisfactory payment terms, HaasCaywood may withdraw from the representation and pursue collection of your account. For any collection on your account, you agree to become responsible for paying the costs of collecting the debt, including court costs, filing fees, and reasonable attorneys’ fees (regardless of whether HaasCaywood performs the collection efforts).
Under normal circumstances, we submit regular monthly invoices to clients listing in a narrative fashion the particular work performed by date and the exact amounts of other charges and disbursements for all client matters. At times, when there is low activity, an invoice may be sent less frequently than monthly. Your primary attorney also acts as the billing attorney for each client.
New clients of the firm are commonly asked to pay the firm a replenishing retainer. If you pay us a retainer, you grant us a security interest in those funds. The amount of the retainer will depend on a variety of factors, including, but not limited to, the complexity of the matter and whether the matter involves an appearance before a court or tribunal. If the initial retainer amount proves to be insufficient, an increase in the retainer may be necessary. Unless otherwise agreed, the retainer typically will be credited toward your unpaid invoices, if any, on a monthly basis at the time the invoice is generated. If you dispute any amount charged against the retainer, you may notify us promptly and we will return the disputed amount to a trust account pending resolution of the dispute. Failure to replenish a retainer to the agreed upon amount after notice from us may be grounds for our termination of the representation. At the conclusion of our representation or at such time as the retainer is unnecessary or is appropriately reduced, the remaining balance or an appropriate part of it will be returned to you.
Deposits received to cover specific items will be disbursed as provided in our agreement with you, and you will be notified from time to time of the amounts disbursed. Any amount remaining after the specific disbursement will be returned to you.
By court rule, most retainers—or payments as part of an escrow agreement including HaasCaywood—and will be placed in a pooled account, and interest earned on the pooled account is payable to a charitable foundation established in accordance with the court rule. This is called an IOLTA account. Funds in an IOLTA account may have limited FDIC insurance. That means deposits in excess of the insurance are not insured. Also, any funds we are holding for your benefit in this account will be aggregated with any funds you hold at the bank towards the FDIC insurance limit. By retaining our services, you agree that we may deposit your funds in this trust account.
You may terminate our representation at any time by notifying us in writing. Your termination of our services will not affect your responsibility for payment of legal services rendered, additional charges and disbursements incurred before termination, and in connection with an orderly transition of the matter.
We may also withdraw from providing services to you. The ethics rules for the jurisdictions in which we practice list several types of conduct or circumstances that require or allow us to withdraw from representing a client. We try to identify in advance and discuss with our clients any situation which may lead to our withdrawal, and if withdrawal ever becomes necessary, we will give the client written notice of our withdrawal.
CLIENT FILE RETENTION AND FILE DESTRUCTION
Client Property. Once our engagement in this matter ends, we will return the materials provided by you upon your request. You agree that we may copy your materials at your expense and retain copies of the materials and electronically stored information (“ESI“) that you provided. You also agree that any materials or ESI left with us after the engagement ends may be retained or destroyed, at our discretion. Any retained materials or copies will be destroyed at our expense. In most cases, any retained records will be destroyed in accordance with our then current document retention policy.
HaasCaywood Property. Our own files and ESI pertaining to the matter will be retained by the firm (as opposed to being sent to you) or destroyed. These firm files and ESI include, for example, firm administrative records, time and expense reports, personnel and staffing materials, credit and accounting records, documents and ESI generated or received by us in the course of our representation, and internal attorneys’ work product (such as drafts, notes, internal memoranda, legal research, and factual research, including investigative reports prepared by or for the internal use of attorneys). For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any documents, ESI or other materials retained by us after the termination of the engagement under our document retention policy. In most cases, retained records will be destroyed in accordance with our then current document retention policy. When you request HaasCaywood’s documents or ESI from us, copies will be produced and made at your expense, and the copies will be provided to you in electronic or paper format, at our discretion. HaasCaywood will retain the originals of its property.
Document Destruction. Subject to any legal requirement, we will retain the file that we create for your work on any one matter for a minimum of five (5) years after we finish working for you on that matter. We may hold that file electronically rather than physically at our sole discretion. After that time, we may destroy that file without contacting you, unless we are required by applicable law or ethical obligations to seek your permission prior to destruction.
Paperless Office. HaasCaywood is transitioning to a paperless law office. As a result, the originals of many documents relating to your representation will be immediately scanned to our electronic database and the original document immediately destroyed. In this transition process, we may also scan historical documents of clients and destroy the original documents. We will, however, keep the originals of certain legal documents as may be required by law or as we may, in our sole discretion, believe is in our client’s or HaasCaywood’s best interests.
We follow the high professional standards of confidentiality imposed on attorneys.
Types of Nonpublic Personal Information We Collect. We collect nonpublic personal information about you that is provided to us by you or obtained by us with your authorization. Any social security numbers obtained by HaasCaywood will be properly protected and, where permitted, used in accordance with the Michigan Social Security Number Privacy Act (MCL 445.81, et. seq.)
Parties to Whom We Disclose Information. For current and former clients, we do not disclose any nonpublic personal information obtained in the course of our practice, except as required or permitted by law. Generally, any information a client provides us is likely to be considered nonpublic personal information and receives confidential treatment. Permitted disclosures include, for instance, providing information to our staff, and in limited situations, to unrelated third parties who need to know that information to assist us in providing services. In all such situations, we stress the confidential nature of information being shared.
Protecting the Confidentiality and Security of Current and Former Clients Information. We retain records relating to services that we provide so that we are better able to assist you with your needs and, in some cases, to comply with guidelines of our profession. In order to safeguard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with the rules of professional conduct applicable to us. Please call your HaasCaywood attorney if you have any questions, because your privacy, our professional ethics, and the ability to provide you with quality services are very important to us.
ENGAGEMENT OF THIRD-PARTY SERVICE PROVIDERS
From time to time, we may act on your behalf to engage the services of third parties to provide professional advice, goods, or services to you or for your benefit, in connection with our legal engagement. Examples of such third parties include, without limitation: title insurance companies, appraisers, surveyors, environmental experts, process servers, financial consultants, accountants, information technology experts, court reporters, and law firms in other jurisdictions or in specialized practice areas. You will be responsible for the payment of all costs, fees, and other expenses incurred in connection with any such engagement. If such costs are relatively small, we may include them on our direct bills to you. In most instances, however, we will instruct third parties to bill you directly for their services and products, or will forward to you all third party bills that we receive for direct payment by you.
In connection with such an engagement or otherwise, we may from time to time, at your request, recommend particular third-party service providers to you as the need arises. In making any such recommendations, or in engaging for the services of any such third-party, we do not make any warranty, representations, or guaranty to you of any kind concerning the third-party provider or its services, including, without limitation: warranties as to the quality of service, professional acumen, or financial circumstances of the third-party service provider. You will at all times retain the right to terminate the services of any such third-party service provider, at your election and at your expense.
AUDIT LETTER RESPONSES
At times, you may request that we provide your auditors certain information in connection with such auditors’ examination of your financial statements. We will charge for our services in doing so. In addition, for your benefit and in order to protect the attorney-client privilege, our responses will only be made in accordance with the ABA Statement of Policy Regarding Lawyers’ Responses to Auditors’ Requests for Information (December 1975), including all of the limitations contained therein. You hereby agree not to request information in addition to that provided for in the ABA Statement of Policy and consent to our providing responses only in accordance with the ABA Statement of Policy (or then applicable standard).
OPINIONS TO OTHERS
As a general matter, any third party opinions will be based on your representations and warranties that the facts on which the opinion is based are true, complete, and accurate; and that such representations and warranties do not omit any facts necessary to make such representations and warranties not misleading. You acknowledge and agree that we undertake no duty to investigate such representations and warranties, or verify any matters that you represent and warrant to us as true, complete, and accurate.
SECURITIES LAW ADVICE
Unless specifically requested and agreed by us in writing, we will not provide any advice with respect to the securities laws of the United States or any other jurisdiction or any related rules or regulations and we will not provide any advice as to whether any information, statement, opinion, or other writing is required to be filed with, incorporated into, submitted to, or furnished to the United States Securities and Exchange Commission (“SEC”) or any state securities regulators. You will not, without our prior written consent, include documents or information we provide to you in any filings with federal or state securities regulators, including the SEC.
FEDERAL TAX ADVICE
Unless specifically requested and agreed by us in writing, we will not provide any advice that is intended or written to be used, and without such specific request and agreement by us, it cannot be used, for the purpose of: (a) avoiding federal tax penalties that may be imposed on the taxpayer or (b) promoting, marketing, or recommending to another party any tax-related matters addressed by us.
POST-TRANSACTION, POST-TRADEMARK REGISTRATION AND OTHER FUTURE DATES
Please be advised that the responsibility for tracking any post-transaction or post-trademark registration rights and obligations of the Client or any other party to the transaction, including, without limitation, the timeframe for the exercise of trademark renewal obligations, lease renewals, purchase options, the release of escrowed funds, the obligation to deliver subordination and non-disturbance agreements, or any other post-transaction, post-trademark registration, or other rights and/or obligations arising in the future following a particular matter rests solely with the client. The Client shall also be responsible (and the Firm assumes no responsibility whatsoever) to track any such rights or obligations, or the dates associated therewith, or to notify the client of such rights or obligations, or the dates associated therewith.
Other than a complaint to a disciplinary authority, you agree that any controversy, dispute, or question arising out of, in connection with, or relating to the engagement (including, but not limited to, interpretation, performance, nonperformance, or breach), the attorney-client relationship, fees or any services of HaasCaywood, shall be determined exclusively in a state or federal court located in the State of Michigan under the laws of Michigan. You expressly consent to the jurisdiction of courts in Michigan and Michigan law. HaasCaywood is willing to consider whether to use alternative dispute resolution procedures (including but not limited to binding arbitration), if you are also willing to do so. Such alternative dispute resolution will be used only if all parties to the dispute agree on its use and the procedures to be followed. If any claim or action is brought against HaasCaywood or any personnel of the firm and such claim arises from the client’s negligence or misconduct, the client will indemnify and hold us harmless (including reasonable attorneys’ fees).
KEEPING YOUR CONTACT INFORMATION CURRENT
You must keep us informed as to your current mailing address, physical address (if different), and phone number, and email addresses. You will keep this information accurate and up to date, because of our need to be able to contact you with respect to the subject of the representation and aspects of our relationship with you—as described above. We will rely upon the last contact information you provide to us. You agree that we can do so with respect to any need we may have to communicate with you (during the existence of the attorney-client relationship or after conclusion of that relationship) relating in any way to our representation of you, including in connection with commencing any dispute resolution as described above.
AMENDMENTS TO GENERAL PROVISIONS
We will try to make changes to these General Provisions known to you and others, but we reserve the right to change these General Provisions at any time without giving you any prior notice. We encourage you to ask us (by email or in writing) for the most current copy of these General Provisions. The most current version of these General Provisions is also always available on our website at www.haascaywood.com.
These General Provisions shall survive the termination of your engagement.
HaasCaywood PC General Provisions
Effective: January 3, 2017