Rule 1.5. Fees

RPC 1.5

FEES

(a) A lawyer shall not make an agreement for, charge, or collect an unreasonable fee or an

unreasonable amount for expenses. The factors to be considered in determining the

reasonableness of a fee include the following:

(1) the time and labor required, the novelty and difficulty of the questions involved, and the

skill requisite to perform the legal service properly;

(2) the likelihood, if apparent to the client, that the acceptance of the particular employment

will preclude other employment by the lawyer;

(3) the fee customarily charged in the locality for similar legal services;

(4) the amount involved and the results obtained;

(5) the time limitations imposed by the client or by the circumstances;

(6) the nature and length of the professional relationship with the client;

(7) the experience, reputation, and ability of the lawyer or lawyers performing the services;

(8) whether the fee is fixed or contingent; and

(9) the terms of the fee agreement between the lawyer and the client, including whether the

fee agreement or confirming writing demonstrates that the client had received a reasonable and

fair disclosure of material elements of the fee agreement and of the lawyer's billing practices.

(b) The scope of the representation and the basis or rate of the fee and expenses for which

the client will be responsible shall be communicated to the client, preferably in writing, before or

within a reasonable time after commencing the representation, except when the lawyer will

charge a regularly represented client on the same basis or rate. Any changes in the basis or rate

of the fee or expenses shall also be communicated to the client. Upon the request of the client in

any matter, the lawyer shall communicate to the client in writing the basis or rate of the fee.

g, before or

within a reasonable time after commencing the representation, except when the lawyer will

charge a regularly represented client on the same basis or rate. Any changes in the basis or rate

of the fee or expenses shall also be communicated to the client. Upon the request of the client in

any matter, the lawyer shall communicate to the client in writing the basis or rate of the fee.

(c) A fee may be contingent on the outcome of the matter for which the service is rendered,

except in a matter in which a contingent fee is prohibited by paragraph (d) or other law. If a fee

is contingent on the outcome of a matter, a lawyer shall comply with the following

(1) A contingent fee agreement shall be in a writing signed by the client;

(2) A contingent fee agreement shall state the method by which the fee is to be determined,

including the percentage or percentages that shall accrue to the lawyer in the event of settlement,

trial or appeal; litigation and other expenses to be deducted from the recovery; and whether such

expenses are to be deducted before or after the contingent fee is calculated. The agreement must

clearly notify the client of any expenses for which the client will be liable, whether or not the

client is the prevailing party;

(3) upon conclusion of a contingent fee matter, the lawyer shall provide the client with a

written statement stating the outcome of the matter and, if there is a recovery, showing the

remittance to the client and the method of its determination; and

(4) a contingent fee consisting of a percentage of the monetary amount recovered for a

claimant, in which all or part of the recovery is to be paid in the future, shall be paid only

(i) by applying the percentage to the amounts recovered as they are received by the client;

or

(ii) by applying the percentage to the actual cost of the settlement or award to the

defendant.

mination; and

(4) a contingent fee consisting of a percentage of the monetary amount recovered for a

claimant, in which all or part of the recovery is to be paid in the future, shall be paid only

(i) by applying the percentage to the amounts recovered as they are received by the client;

or

(ii) by applying the percentage to the actual cost of the settlement or award to the

defendant.

(d) A lawyer shall not enter into an arrangement for, charge, or collect:

(1) any fee in a domestic relations matter, the payment or amount of which is contingent

upon the securing of a dissolution or annulment of marriage or upon the amount of maintenance

or support, or property settlement in lieu thereof; or

(2) a contingent fee for representing a defendant in a criminal case.

(e) A division of a fee between lawyers who are not in the same firm may be made only if:

(1) The division is in proportion to the services provided by each lawyer or each lawyer

assumes joint responsibility for the representation;

(2) The client agrees to the arrangement, including the share each lawyer will receive, and

the agreement is confirmed in writing; and

(3) The total fee is reasonable.

(f) Fees and expenses paid in advance of performance of services shall comply with Rule

1.15A, subject to the following exceptions:

(1) A lawyer may charge a retainer, which is a fee that a client pays to a lawyer to be

available to the client during a specified period or on a specified matter, in addition to and apart

from any compensation for legal services performed. A retainer must be agreed to in a writing

signed by the client. Unless otherwise agreed, a retainer is the lawyer’s property on receipt and

shall not be placed in the lawyer’s trust account.

which is a fee that a client pays to a lawyer to be

available to the client during a specified period or on a specified matter, in addition to and apart

from any compensation for legal services performed. A retainer must be agreed to in a writing

signed by the client. Unless otherwise agreed, a retainer is the lawyer’s property on receipt and

shall not be placed in the lawyer’s trust account.

(2) A lawyer may charge a flat fee for specified legal services, which constitutes complete

payment for those services and is paid in whole or in part in advance of the lawyer providing the

services. If agreed to in advance in a writing signed by the client, a flat fee is the lawyer’s

property on receipt, in which case the fee shall not be deposited into a trust account under Rule

1.15A. The written fee agreement shall, in a manner that can easily be understood by the client,

include the following: (i) the scope of the services to be provided; (ii) the total amount of the fee

and the terms of payment; (iii) that the fee is the lawyer’s property immediately on receipt and

will not be placed into a trust account; (iv) that the fee agreement does not alter the client’s right

to terminate the client-lawyer relationship; and (v) that the client may be entitled to a refund of a

portion of the fee if the agreed-upon legal services have not been completed. A statement in

substantially the following form satisfies this requirement:

[Lawyer/law firm] agrees to provide, for a flat fee of $__________, the following

services: _____________________________________. The flat fee shall be paid

as follows: _____________________________. Upon [lawyer’s/law firm’s]

receipt of all or any portion of the flat fee, the funds are the property of

[lawyer/law firm] and will not be placed in a trust account. The fact that you have

paid your fee in advance does not affect your right to terminate the client-lawyer

relationship

s: _____________________________________. The flat fee shall be paid

as follows: _____________________________. Upon [lawyer’s/law firm’s]

receipt of all or any portion of the flat fee, the funds are the property of

[lawyer/law firm] and will not be placed in a trust account. The fact that you have

paid your fee in advance does not affect your right to terminate the client-lawyer

relationship. In the event our relationship is terminated before the agreed-upon

legal services have been completed, you may or may not have a right to a refund

of a portion of the fee.

(3) In the event of a dispute relating to a fee under paragraph (f)(1) or (f)(2) of this Rule,

the lawyer shall take reasonable and prompt action to resolve the dispute.

[Amended effective September 1, 1990; Suspended September 18, 1990 and suspension lifted

December 12, 1990; Amended effective September 1, 2006; November 18, 2008;

April 29, 2025.]

Comments

Reasonableness of Fee and Expenses

[1] Paragraph (a) requires that lawyers charge fees that are reasonable under the circumstances.

The factors specified in (1) through (9) are not exclusive. Nor will each factor be relevant in each

instance. Paragraph (a) also requires that expenses for which the client will be charged must be

reasonable. A lawyer may seek reimbursement for the cost of services performed in-house, such

as copying, or for other expenses incurred in-house, such as telephone charges, either by

charging a reasonable amount to which the client has agreed in advance or by charging an

amount that reasonably reflects the cost incurred by the lawyer.

See also Washington Comments [10] and [11].

Basis or Rate of Fee

[2] [Washington revision] When the lawyer has regularly represented a client, they ordinarily

will have evolved an understanding concerning the basis or rate of the fee and the expenses for

which the client will be responsible

ed in advance or by charging an

amount that reasonably reflects the cost incurred by the lawyer.

See also Washington Comments [10] and [11].

Basis or Rate of Fee

[2] [Washington revision] When the lawyer has regularly represented a client, they ordinarily

will have evolved an understanding concerning the basis or rate of the fee and the expenses for

which the client will be responsible. In a new client-lawyer relationship, however, an

understanding as to fees and expenses must be promptly established. Generally, it is desirable to

furnish the client with at least a simple memorandum or copy of the lawyer’s customary fee

arrangements that states the general nature of the legal services to be provided, the basis, rate or

total amount of the fee and whether and to what extent the client will be responsible for any

costs, expenses or disbursements in the course of the representation. A written statement

concerning the terms of the engagement reduces the possibility of misunderstanding. See

Washington Comment [17] for fee agreements that include LLLT services.

[Comment [2] amended effective April 14, 2015.]

[3] [Reserved in part.] Contingent fees, like any other fees, are subject to the reasonableness

standard of paragraph (a) of this Rule. In determining whether a particular contingent fee is

reasonable, or whether it is reasonable to charge any form of contingent fee, a lawyer must

consider the factors that are relevant under the circumstances.

Terms of Payment

[4] A lawyer may require advance payment of a fee, but is obliged to return any unearned

portion. See Rule 1.16(d). A lawyer may accept property in payment for services, such as an

ownership interest in an enterprise, providing this does not involve acquisition of a proprietary

interest in the cause of action or subject matter of the litigation contrary to Rule 1.8 (i)

s.

Terms of Payment

[4] A lawyer may require advance payment of a fee, but is obliged to return any unearned

portion. See Rule 1.16(d). A lawyer may accept property in payment for services, such as an

ownership interest in an enterprise, providing this does not involve acquisition of a proprietary

interest in the cause of action or subject matter of the litigation contrary to Rule 1.8 (i). However,

a fee paid in property instead of money may be subject to the requirements of Rule 1.8(a)

because such fees often have the essential qualities of a business transaction with the client.

[5] An agreement may not be made whose terms might induce the lawyer improperly to curtail

services for the client or perform them in a way contrary to the client’s interest. For example, a

lawyer should not enter into an agreement whereby services are to be provided only up to a

stated amount when it is foreseeable that more extensive services probably will be required,

unless the situation is adequately explained to the client. Otherwise, the client might have to

bargain for further assistance in the midst of a proceeding or transaction. However, it is proper to

define the extent of services in light of the client’s ability to pay. A lawyer should not exploit a

fee arrangement based primarily on hourly charges by using wasteful procedures.

Prohibited Contingent Fees

[6] [Washington revision] Paragraph (d) prohibits a lawyer from charging a contingent fee in a

domestic relations matter when payment is contingent upon the securing of a dissolution or

annulment of marriage or upon the amount of maintenance or support or property settlement to

be obtained. This provision does not preclude a contract for a contingent fee for legal

representation in connection with the recovery of post-judgment balances due under support,

maintenance or other financial orders because such contracts do not implicate the same policy

concerns

of a dissolution or

annulment of marriage or upon the amount of maintenance or support or property settlement to

be obtained. This provision does not preclude a contract for a contingent fee for legal

representation in connection with the recovery of post-judgment balances due under support,

maintenance or other financial orders because such contracts do not implicate the same policy

concerns.

Division of Fee

[7] [Washington revision] A division of fee is a single billing to a client covering the fee of two

or more lawyers who are not in the same firm. A division of fee facilitates association of more

than one lawyer in a matter in which neither alone could serve the client as well, and most often

is used when the fee is contingent and the division is between a referring lawyer and a trial

specialist. Paragraph (e) permits the lawyers to divide a fee either on the basis of the proportion

of services they render or if each lawyer assumes responsibility for the representation as a whole.

In addition, the client must agree to the arrangement, including the share that each lawyer is to

receive, and the agreement must be confirmed in writing. Contingent fee agreements must be in a

writing signed by the client and must otherwise comply with paragraph (c) of this Rule. Joint

responsibility for the representation entails financial and ethical responsibility for the

representation as if the lawyers were associated in a partnership. A lawyer should only refer a

matter to a lawyer whom the referring lawyer reasonably believes is competent to handle the

matter. See RPC 1.1. See also RPC 1.1, comments [6] and [10] as to decisions to associate other

lawyers or LLLTs. See also Washington Comment [18].

[Comment [7] amended effective April 14, 2015; September 1, 2016.]

[8] Paragraph (e) does not prohibit or regulate division of fees to be received in the future for

work done when lawyers were previously associated in a law firm

to handle the

matter. See RPC 1.1. See also RPC 1.1, comments [6] and [10] as to decisions to associate other

lawyers or LLLTs. See also Washington Comment [18].

[Comment [7] amended effective April 14, 2015; September 1, 2016.]

[8] Paragraph (e) does not prohibit or regulate division of fees to be received in the future for

work done when lawyers were previously associated in a law firm.

Disputes over Fees

[9] If a procedure has been established for resolution of fee disputes, such as an arbitration or

mediation procedure established by the bar, the lawyer must comply with the procedure when it

is mandatory, and, even when it is voluntary, the lawyer should conscientiously consider

submitting to it. Law may prescribe a procedure for determining a lawyer’s fee, for example, in

representation of an executor or administrator, a class or a person entitled to a reasonable fee as

part of the measure of damages. The lawyer entitled to such a fee and a lawyer representing

another party concerned with the fee should comply with the prescribed procedure.

Additional Washington Comments (10–19)

Reasonableness of Fee and Expenses

[10] Every fee agreed to, charged, or collected, including a fee that is a lawyer’s property on

receipt under paragraph (f)(1) or (f)(2), is subject to Rule 1.5(a) and may not be unreasonable.

[Comment [10] amended effective November 18, 2008.]

[11] Under paragraph (a)(9), one factor in determining whether a fee is reasonable is whether the

fee agreement or confirming writing demonstrates that the client received a reasonable and fair

disclosure of material elements of the fee agreement. Lawyers are encouraged to use written fee

bject to Rule 1.5(a) and may not be unreasonable.

[Comment [10] amended effective November 18, 2008.]

[11] Under paragraph (a)(9), one factor in determining whether a fee is reasonable is whether the

fee agreement or confirming writing demonstrates that the client received a reasonable and fair

disclosure of material elements of the fee agreement. Lawyers are encouraged to use written fee

agreements that fully and fairly disclose all material terms in a manner easily understood by the

client. See also Washington Comment [17] regarding fee agreements that include LLLT

services.

[Comment [11] amended effective April 14, 2015.]

Payment of Fees in Advance of Services

[12] In the absence of a written agreement between the lawyer and the client to the contrary that

complies with paragraph (f)(1) or (f)(2), all advance payments are presumed to be deposits

against future services or costs and must, until the fee is earned or the cost incurred, be held in a

trust account pursuant to Rule 1.15A. See Rule 1.15A(c)(2). This fee structure is known as an

“advance fee deposit.” Such a fee may only be withdrawn when earned. See Rule 1.15A(h)(3).

For example, when an advance fee deposit is placed in trust, a lawyer may withdraw amounts

based on the actual hours worked. In the case of a flat fee that constitutes an advance fee deposit

because it does not meet the requirements of paragraph (f)(2), the lawyer and client may

mutually agree, preferably in writing, on a reasonable basis for determining when portions of the

fee have been earned, such as specific “milestones” reached during the representation or

specified time intervals that reasonably reflect the actual performance of the legal services.

[Comment [12] adopted effective November 18, 2008.]

[13] Paragraphs (f)(1) and (f)(2) provide exceptions to the general rule that fees received in

advance must be placed in trust

rmining when portions of the

fee have been earned, such as specific “milestones” reached during the representation or

specified time intervals that reasonably reflect the actual performance of the legal services.

[Comment [12] adopted effective November 18, 2008.]

[13] Paragraphs (f)(1) and (f)(2) provide exceptions to the general rule that fees received in

advance must be placed in trust. Paragraph (f)(1) describes a fee structure sometimes known as

an “availability retainer,” “engagement retainer,” “true retainer,” “general retainer,” or “classic

retainer.” Under these rules, this arrangement is called a “retainer.” A retainer secures

availability alone, i.e., it presumes that the lawyer is to be additionally compensated for any

actual work performed. Therefore, a payment purportedly made to secure a lawyer’s availability,

but that will be applied to the client’s account as the lawyer renders services, is not a retainer

under paragraph (f)(1). A written retainer agreement should clearly specify the time period or

purpose of the lawyer’s availability, that the client will be separately charged for any services

provided, and that the lawyer will treat the payment as the lawyer’s property immediately on

receipt and will not deposit the fee into a trust account.

[Comment [13] adopted effective November 18, 2008.]

[14] Paragraph (f)(2) describes a “flat fee,” sometimes also known as a “fixed fee.” A flat fee

constitutes complete payment for specified legal services, and does not vary with the amount of

time or effort expended by the lawyer to perform or complete the specified services. If the

requirements of paragraph (f)(2) are not met, a flat fee received in advance must be deposited

initially in the lawyer’s trust account. See Washington Comment [12]

imes also known as a “fixed fee.” A flat fee

constitutes complete payment for specified legal services, and does not vary with the amount of

time or effort expended by the lawyer to perform or complete the specified services. If the

requirements of paragraph (f)(2) are not met, a flat fee received in advance must be deposited

initially in the lawyer’s trust account. See Washington Comment [12].

[Comment [14] adopted effective November 18, 2008.]

[15] If a lawyer and a client agree to a retainer under paragraph (f)(1) or a flat fee under

paragraph (f)(2) and the lawyer complies with the applicable requirements, including obtaining

agreement in a writing signed by the client, the fee is considered the lawyer’s property on receipt

and must not be deposited into a trust account containing client or third-party funds. See Rule

1.15A(c) (lawyer must hold property of clients separate from lawyer’s own property). For

definitions of the terms “writing” and “signed,” see Rule 1.0A(n).

[Comment [15] adopted effective November 18, 2008; Amended effective April 14, 2015.]

[16] In fee arrangements involving more than one type of fee, the requirements of paragraphs

(f)(1) and (f)(2) apply only to the parts of the arrangement that are retainers or flat fees. For

example, a client might agree to make an advance payment to a lawyer, a portion of which is a

flat fee for specified legal services with the remainder to be applied on an hourly basis as

services are rendered. The latter portion is an advance fee deposit that must be placed in trust

under Rule 1.15A(c)(2). If the requirements of paragraph (f)(2) are met regarding the flat fee

portion, those funds are the lawyer’s property on receipt and must not be kept in a trust account.

If the payment is in one check or negotiable instrument, it must be deposited intact in the trust

account, and the flat fee portion belonging to the lawyer must be withdrawn at the earliest

reasonable time. See Rule 1.15A(h)(1)(ii) and (h)(4)

nts of paragraph (f)(2) are met regarding the flat fee

portion, those funds are the lawyer’s property on receipt and must not be kept in a trust account.

If the payment is in one check or negotiable instrument, it must be deposited intact in the trust

account, and the flat fee portion belonging to the lawyer must be withdrawn at the earliest

reasonable time. See Rule 1.15A(h)(1)(ii) and (h)(4). See also Comment [10] to Rule 1.15A

(explaining prohibition on split deposits). Although a signed writing is required under paragraphs

(f)(1) and (f)(2) only for the retainer or flat fee portion of the fee (and only if the lawyer and

client agree that the fee will be the lawyer’s property on receipt), the lawyer should consider

putting the entire arrangement in writing to facilitate communication with the client and prevent

future misunderstanding. See Washington Comment [11].

[Comment [16] adopted effective November 18, 2008.]

Fee Agreements in Law Firms That Include Both Lawyers and LLLTs

[17] LLLTs are required to disclose the scope of the representation and the basis or rate of their

fees and expenses in writing to the client prior to the performance of services for a fee. APR

28(G)(3); LLLT RPC 1.5(b). Accordingly, when lawyers and LLLTs are associated in a firm, if

the firm’s services include representation by an LLLT who acts under the authority of APR 28,

then there must be a written fee agreement that comports with APR 28(G)(3) and LLLT RPC

1.5(b). See RPC 8.4(f)(2).

[Comment [17] adopted April 14, 2015.]

[18] Paragraph (e) does not allow division of fees between a lawyer and an LLLT who are not in

the same firm. See LLLT RPC 1.5(e).

[Comment [18] adopted April 14, 2015.]

[19] An LLLT, unlike a lawyer, is prohibited from entering into a contingent fee or retainer

agreement with a client directly. See LLLT RPC 1.5 Comment [1]

). See RPC 8.4(f)(2).

[Comment [17] adopted April 14, 2015.]

[18] Paragraph (e) does not allow division of fees between a lawyer and an LLLT who are not in

the same firm. See LLLT RPC 1.5(e).

[Comment [18] adopted April 14, 2015.]

[19] An LLLT, unlike a lawyer, is prohibited from entering into a contingent fee or retainer

agreement with a client directly. See LLLT RPC 1.5 Comment [1]. Nonetheless, this

prohibition was not intended to prohibit a lawyer from sharing fees that include contingent fees

or retainers with an LLLT with whom the lawyer has entered into a for-profit business

relationship under Rule 5.9. See Rules 5.9 and 5.10 for a managing lawyer’s additional duties

regarding LLLTs who are members of the same firm as the lawyer. See also RPC 5.4

Washington Comment [4].

[Comment [19] adopted April 14, 2015.]