## Facts

- Karl N. Truman, an Indiana attorney and law-firm owner, required an associate hired in 2006 to sign a confidentiality/non-disclosure/separation agreement as a condition of employment.
- The agreement restricted the associate’s ability to notify, solicit, or contact firm clients upon leaving, granted Truman the exclusive right to notify clients of the associate’s departure, and imposed a fee-splitting arrangement that financially discouraged the associate from continuing to represent clients he had served at the firm.
- In 2012, the associate left after having substantial responsibility for representing more than a dozen clients.
- Truman sought to enforce the agreement and sent client notices about the associate’s departure; some notices did not clearly state clients could choose to continue with the associate and did not routinely provide the associate’s new contact information.
- The associate separately notified clients that they could choose counsel and provided his new contact information.
- Truman filed a civil action to enforce the agreement; the dispute was resolved through mediation.
- The Indiana Supreme Court Disciplinary Commission investigated and filed a disciplinary complaint; during the investigation Truman stopped using the agreement.
- Truman and the Commission submitted an agreed resolution recommending a public reprimand.

## Issues

1. Whether Truman violated Indiana Professional Conduct Rule 5.6(a) by making an employment/separation agreement restricting a lawyer’s right to practice after termination.
2. Whether Truman violated Rule 1.4(b) by failing to provide clients sufficient information about the associate’s departure to make informed decisions regarding representation.

## Decision

- The Indiana Supreme Court found Truman engaged in attorney misconduct by making an agreement restricting a lawyer’s right to practice after termination, violating Rule 5.6(a).
- The Court accepted the parties’ stipulation that Truman also violated Rule 1.4(b) based on inadequate client communications regarding choice of counsel and the departing lawyer’s contact information.
- The Court approved the agreed discipline and imposed a public reprimand.
- In selecting the sanction, the Court noted no aggravating factors and credited mitigating circumstances including lack of prior discipline, cooperation, and discontinuing use of the agreement.

## Legal Principles

- Professional Conduct Rule 5.6(a) prohibits lawyers from offering or making employment or similar agreements that restrict a lawyer’s right to practice after termination, except for restrictions tied to retirement benefits.
- Rule 5.6(a) protects lawyers’ professional autonomy and clients’ freedom to choose counsel; restrictions on departing lawyers’ client communications or economically punitive fee arrangements may violate the rule.
- Rule 1.4(b) requires a lawyer to explain matters sufficiently to permit clients to make informed decisions regarding representation, including neutral, adequate information when a lawyer with client responsibilities departs.
- Appropriate discipline in attorney-misconduct matters considers aggravating and mitigating factors and proportionality to comparable cases; a public reprimand may be warranted when misconduct is established without aggravators and with meaningful mitigation.

## Conclusion

The Indiana Supreme Court publicly reprimanded Truman for using a separation agreement that functioned as a prohibited post-employment restriction on a lawyer’s practice and for sending client notices that, in some instances, did not provide enough information for clients to make an informed choice of counsel.


In re Truman, 7 N.E.3d 260 (Ind. 2014)