## Facts

- A family-law firm hired an associate attorney who signed a “Reimbursement Agreement” as a condition of employment.
- The agreement required the attorney, upon departure, to pay the firm a flat $1,052 for each client who continued representation with him after leaving, regardless of whether the firm actually incurred marketing expenses for that client.
- The agreement also imposed 1.5% monthly interest on unpaid amounts after 30 days and required the attorney to pay the firm’s litigation costs and reasonable attorney fees in any dispute over the agreement regardless of who prevailed.
- The agreement contained a severability clause stating that invalid provisions would not invalidate the rest of the agreement.
- The attorney left in September 2019; eighteen clients continued with him, and the firm demanded roughly $19,000 under the per-client fee provision.
- The attorney refused to pay; the firm sued for breach of contract.
- The trial court ruled the per-client fee violated Colo. RPC 5.6(a) and held the entire agreement unenforceable, dismissing the breach-of-contract claim with prejudice.

## Issues

1. Whether a flat, undifferentiated $1,052 per-client payment required of a departing lawyer whose clients follow him is an impermissible restriction on the right to practice under Colo. RPC 5.6(a).
2. If the per-client fee violates Colo. RPC 5.6(a), whether the violation renders the entire agreement void or only the offending provision(s) unenforceable as against public policy.

## Decision

- The court held the per-client fee provision imposed an unreasonable financial disincentive that restricted the attorney’s right to practice and violated Colo. RPC 5.6(a) as a matter of law.
- The court held the Rule 5.6(a) violation did not void the entire agreement; only the violative provision(s) were unenforceable, and the remainder could survive under severability principles.
- The judgment was affirmed insofar as it invalidated the per-client fee provision, reversed insofar as it invalidated the entire agreement and dismissed the breach-of-contract claim with prejudice, and remanded for further proceedings.

## Legal Principles

- Colo. RPC 5.6(a) bars employment or similar agreements that restrict a lawyer’s right to practice after termination (other than retirement-benefit agreements).
- A restriction may be functional rather than express; substantial financial disincentives that interfere with lawyer mobility and client choice can violate Rule 5.6(a).
- Reasonableness of a financial disincentive depends on its impact on lawyer autonomy and client choice, the burden imposed, its relation to the firm’s actual costs or harm, and whether it has justification beyond discouraging competition.
- When a discrete contract term violates public policy, courts may void only that term and enforce the remainder where severability applies, including through an express severability clause.

## Conclusion

The court invalidated a flat per-client payment imposed on a departing attorney as an unethical restriction on practice under Colo. RPC 5.6(a), but held the invalidity was severable and did not automatically nullify the entire agreement or justify dismissal of the firm’s contract claim with prejudice.


Johnson Family Law, P.C. v. Bursek, 515 P.3d 179 (Colo. App. 2022)