News and Information
May 27, 2022

VSB Seeks Comment on Use of Conversion Clause in Flat Fee Agreements

The Virginia State Bar’s Standing Committee on Legal Ethics (“Committee”) is seeking public comment on proposed advisory Legal Ethics Opinion 1899, Use of Conversion Clause in Flat Fee Agreements. This proposed opinion generally addresses the use of a conversion clause that specifies what fee is earned when a lawyer represents a client on a flat (or fixed) fee arrangement and the representation is prematurely terminated by the client without cause.

In this proposed opinion, the Committee concluded that a lawyer’s fee agreement with a client may include a “conversion clause” if the client terminates the representation prematurely and without cause. However, a conversion provision must be reasonable and adequately explained to the client. The proposed opinion identifies the ways in which a conversion clause can be beneficial to both the client and the lawyer by providing certainty about the client’s obligations and the fee earned by the lawyer.

Inspection and Comment

View the proposed opinion or contact the Office of Ethics Counsel at (804) 775-0557.

Any individual, business, or other entity may file or submit written comments in support of or in opposition to the proposed opinion with Karen A. Gould, executive director of the Virginia State Bar, not later than June 30, 2022. Comments may be submitted via email to


Updated: May 27, 2022