Model Rule 5.6: Restrictions on Right to Practice
Rule 5.6 stops lawyers and law firms from making agreements that restrict a lawyer's future right to practice law, because such deals limit client choice of counsel and restrain competition. It targets two specific situations: partnership/employment/similar agreements that restrict practice after the relationship ends, and settlement agreements that restrict a lawyer's practice as a condition of settling a case.
When it applies
This comes up when firms try to use noncompete clauses to keep departing partners or associates from taking clients, and when opposing counsel in litigation offers a settlement conditioned on the plaintiff's lawyer agreeing not to represent future claimants against the same defendant. On the MPRE, it's tested through fact patterns involving departure agreements, retirement benefits tied to non-competition, or settlement terms restricting future representation.
What the rule requires
- A lawyer shall not participate in offering or making a partnership, shareholder, operating, employment, or similar agreement that restricts the right of a lawyer to practice after termination of the relationship.
- This prohibition applies regardless of how the restriction is packaged, including through forfeiture of retirement benefits or other financial disincentives tied to competing.
- A lawyer shall not participate in making or offering an agreement in which a restriction on the lawyer's right to practice is part of the settlement of a client controversy.
- The rule binds both the lawyer proposing the restriction and the lawyer agreeing to be restricted; both violate the rule by participating.
- The restriction is prohibited even if the restricted lawyer or the client involved would consent to it, because the rule protects client choice and market access more broadly, not just the immediate parties.
Exceptions
- Agreements concerning benefits upon retirement from the practice of law entirely (not merely leaving one firm for another) are permitted.
- The rule does not prohibit reasonable restrictions in the sale of a law practice under Rule 1.17.
How the MPRE tests Model Rule 5.6
- Students often think client or lawyer consent can cure the violation; it cannot, because the rule's purpose is protecting the public's access to counsel, not just the immediate parties' interests.
- Students confuse a true retirement clause (permissible) with a disguised noncompete that merely reduces compensation if a lawyer competes after leaving (impermissible).
- MPRE questions may frame the restriction as coming from the settling defendant's lawyer, but the plaintiff's lawyer who accepts such a settlement term is equally in violation.
- Students sometimes assume this only applies to formal noncompete clauses, missing that indirect restrictions like financial penalties for competing are also covered.
Example
A defendant offers to settle a product liability suit for a high sum, but only if the plaintiff's attorney agrees never to represent any other claimant suing that same defendant over the same product. Even though the plaintiff might benefit from the settlement and the attorney might be willing to agree, Rule 5.6 forbids both lawyers from making or accepting this term because it improperly restricts the attorney's future practice and limits access to counsel for future claimants.
Related rules
On the MPRE
A plain-English summary of the ABA Model Rule, not the rule text. Your jurisdiction's version of the rule controls in practice.