McPherson LawFirm, PC (the Firm), does not begin to represent individuals or entities in environmental matters without a signed Retainer Letter or a Retainer Email that identifies the Client, specifies the scope of the representation, identifies the points of contact for the Client, and incorporates by reference the terms and conditions of this page. The following terms and conditions apply to all attorney-client relationships between the Firm and the Client, unless the Retainer Letter modifies any of these terms.
If you as the Client want to change any terms on this page, you must notify the Firm prior to signing the Retainer Letter so that the change can be discussed and, upon reaching mutual agreement, the Retainer Letter can state the change. It is therefore very important that each Client read and understand the terms on this page prior to signing a Retainer Letter, and your signing the Retainer Letter is your representation to the Firm that you have read and understand the terms in the Retainer Letter and on this page.
RETENTION BY THE CLIENT
Section 1.1. Retention of the Firm by the Client. The Client hereby engages and retains the Firm to provide the services represented on each monthly invoice sent to the Client. If the Client is of the opinion that the Client retained the Firm to represent the Client on matters not shown on an applicable invoice, the Client agrees to immediately notify the Firm of such opinion.
Section 1.2. Representations and Warranties of the Client. In connection with this retention, and for any and all subsequent matters, the Client (each individually, respectively, if more than one) represents and warrants to the Firm that:
(A) the Client will accurately and completely inform the Firm of all facts related to each matter in which the Firm performs services for the Client pursuant to this Agreement; and
(B) the Client will timely read all correspondence, pleadings, transactional documentation, and all other communications from the Firm, will ask questions when in doubt as to the meaning of any communication, document or term, and will not sign any documentation until the Client understands the documents;
(C) the Client does not purpose, intend or plan to use the services of the Firm, either directly or indirectly, to engage in or further any unlawful activity.
REPRESENTATION BY THE FIRM
Section 2.1. Services Provided; Additional Representation. The terms of this Agreement will apply to all representation(s); provided that the Firm is not obligated to represent the Client in any other matter in addition to the intial matter for which the Client represented the Firm unless the Firm agrees to do so in writing.
Section 2.2. Limitations of Scope.
(A) The Firm’s representation does not include rendering any income tax advice or the preparation of any income tax return, federal or state estate tax return, or, state franchise tax return. The Client acknowledges that the Client must seek such advice from their accountant or other financial advisor. The Firm may, however, provide information on the federal estate tax and/or state franchise tax; however, legal information is not legal advice. Only a qualified accountant or other financial professional can render legal advice regarding tax matters.
(B) The Firm’s representation does not include valuation of any assets, nor does the Firm claim to have expertise in this area. The Firm will advise the Client as necessary or desirable to retain appropriate experts, such as accountants, financial advisors, or real estate or business appraisers, to assist in this regard. The Firm does not automatically search titles, determine the validity of income and expense figures supplied by others or attempt to verify other underlying data, unless that is relevant to the issues involved in the representation. If there are questions in the Client's mind concerning any of these issues, you the Client should discuss them with the Firm and authorize the Firm to retain appropriate experts to provide assistance on your behalf.
(C) The attorney(s) of the Firm are licensed to practice law in the State of Texas, and in no other state. Work involving any jurisdiction other than Texas will require at the very least a review of the documentation involving the laws of that jurisdiction by an attorney licensed in that jurisdiction. The Client further acknowledges that Mark McPherson is not board certified by the Texas Board of Legal Specialization.
(D) The Firm often employs environmental consultants on the Client's behalf in the normal course of providing legal services, because much of the work in the environmental area is tecnhical, involving geology, geophysics, geosystems, hydrogeology, geoscience, and perhaps paleontology. These areas are beyond a lawyer's expertise. Although environmental matters often involve technical and scientific issues, the Firm's representation is limited to the practice of law. Individuals and entities with expertise in these other areas may be retained by the Firm on the Client's behalf. The Client will have the ultimate decision about the particular consultant that will work on the Client's project. Generally, the Client will pay the consultant directly, although the consultant's agreement may be with this Firm as necessary to protect attorney-client privilege.
Section 2.3. NO GUARANTEES OR REPRESENTATIONS AS TO RESULTS. THE CLIENT ACKNOWLEDGES THAT THE FIRM HAS MADE NO GUARANTEES OF RESULTS TO BE ACHIEVED IN ANY PHASE OF THE FIRM’S LEGAL REPRESENTATION OF THE CLIENT; THE FIRM CANNOT GUARANTEE A SPECIFIC RESULT. All expressions relative to the Client’s legal matters are only the opinion of the Firm.
Section 2.4. Contact. Client agrees to advise the Firm of all points of contact and to also advise the Firm of any changes of any points of contact on or prior to the effectiveness of the change. If the Firm is unable to reach the Client using the most current contact information provided by the Client, the Client authorizes the Firm to withdraw from representing the Client immediately with notice only to the Client’s last known address.
Section 2.5. File Maintenance. Any papers, documents, instruments, records, and other writings that the Client furnishes or causes to be furnished to the Firm and/or which the Firm may prepare for the Client will remain the property of the Client and will be relinquished to the Client upon request, subject to any lien which the Firm may properly assert. If the Client does not ask the Firm to release such written materials to the Client within six (6) months after completion of the project or transaction to which they pertain or after the termination of the Firm’s services for any reason, then they may be destroyed when the Firm disposes of its file regarding such. Periodically, the Firm purges its files; and it is possible for both the Client’s property and the Firm’s to be disposed of as waste, including (without limitation) such important documents as Wills, Powers of Attorney, Promissory Notes, Deeds, Minutes of Corporate Meetings or similar records, Shares of Stock and the like, and Business Purchase and Sale Agreements.
MATTERS OF PROFESSIONAL ETHICS
Section 3.1. Reporting Potential Conflicts. By agreeing to retain the Firm, the Client has the affirmative duty to the Firm to report to the Firm any fact or circumstance which may affect the Firm’s impartial representation of all those identified in any communication as the “client”, and any fact or circumstance which indicates that the Client’s interest is in conflict with another client of this Firm, to the extent known.
Section 3.2. Potential Spousal Conflicts of Interest. If the Client includes persons who are related to each other as husband and wife, the Firm is sensitive to issues which occasionally arise in joint representation of clients related by marriage. If the Firm acts in a capacity as attorney for both spouses, the Firm cannot be an advocate for either spouse against the other spouse.
In assisting with an environmental matter, the Firm must necessarily obtain confidential information from the Client. During the course of representation, the Firm often meets or speaks with only one of the spouses, and this may occur in your case. When the Firm represents both of you, the Firm cannot keep information received from either of you confidential from your spouse. Confidential information will be shared with both of you, even if received by the Firm in private conference with only one of you, but such information will be kept confidential from outside parties, except with your consent.
Either of you may have your own independent counsel for any part or all of the matters within the scope of the Firm’s representation. If a conflict arises that makes it improper or impractical for the Firm to continue representing both of you, the Firm will withdraw from further dual representation and advise that one or both of you obtain separate independent counsel.
By signing a Retainer Letter with the Firm, each of you are representing to the Firm that: (1) you have read this Article and understand that conflicts of interest may exist or may arise between you and your spouse in the matters within the scope of the Firm’s representation; (2) you each consent to have the Firm represent both of you until the Firm is notified otherwise in writing; (3) each of you realize that there are areas where your individual interests and objectives may differ, and these differences may lead to areas of potential or actual conflict of interest; (4) each of you understand that either of you may retain separate, independent counsel in connection with these matters at any time. After careful consideration, by signing a Retainer Letter, each of you request the Firm to represent you jointly in connection with the indicated scope of services, and each of you consent to that dual representation. Each of you also understand and agree that no confidential communications are possible as between the Firm and either of you separately, because communications and information the Firm receives from either of you relating to these matters will be shared with the other. If either of you wish to have separate counsel or desires that the Firm not be involved in any aspect of the representation, you each agree to notify the Firm of this change in your decision in writing.
Section 3.2. Firm Conflict of Interest; Recommended Review of this Agreement. The Firm notifies you that any question or doubt you may have about this Agreement should be resolved before you sign. This Agreement is one of the few times when the interest of the Firm may be in conflict with your own as Client. It is always a prudent practice to seek the advice and counsel of another attorney as to your rights under this Agreement. You will never offend the Firm, or jeopardize our relationship, in seeking a review of our work and a second opinion from qualified legal counsel for bona fide reasons. As a general rule, any attorney’s service to a client should be structured so that the attorney has no interest, other than the client’s interest, in the outcome of any procedure or recommendation. However, this Agreement is an exception to that rule. This Agreement is technical; it will govern our relationship. It is important that you resolve any question you may have before you sign this Agreement. If in doubt, the Firm recommends that you seek the opinion of a qualified attorney or other trusted advisor.
Section 3.3. Privacy Notice. Professionals who advise on personal financial matters, such as attorneys, may be required by a federal law to notify their clients about their policies on privacy. The Firm understands our clients’ concern for privacy. The Firm has been and will continue to be bound by professional standards of confidentiality that are even more stringent than those required by this relatively new federal law. During the Firm’s representation of you, the Firm may receive non-public personal information about you. The Firm does not disclose any non-public personal information about its current or former clients, except as expressly or impliedly authorized by its clients to enable us to represent them, or as required or authorized by law or other applicable rules governing the Firm’s professional and ethical conduct as attorneys. The Firm maintains physical, electronic, and procedural safeguards that comply with our professional standards in order to guard our clients’ nonpublic personal information.
Section 3.4. Disciplinary Notice. Complaint brochures prepared by the State Bar of Texas are available at the Firm’s place of business.
Section 4.1. Attorneys’ Fees. The Client agrees to pay to the Firm reasonable and necessary attorneys’ fees incurred in the Client’s various legal matters handled by the Firm. The Firm bills its time in units of one-tenth hour each, with minimum units of 1/4 hour (15 minutes). Because legal matters sometime continue over a long period of time, this hourly rate may increase after the Client has retained the Firm but before the Firm’s representation of the Client is completed. The Firm will provide the Client with prior written notice of any increase in any hourly rate.
Section 4.2. Expenses. The Client also agrees to pay reasonable and necessary expenses incurred by the Firm in connection with the Client’s various legal matters handled by the Firm. Expenses may include such items as filing and service fees, travel expenses, depositions, transcripts, delivery fees, and fees of other professionals. Expenses are in addition to attorneys’ fees and will be itemized on each monthly invoice.
Section 4.3. Invoices. The Firm will send invoices for payment on a per month basis, usually within the first few days of a calendar month, and will send final invoices at the conclusion of representation in any matter, whether concluded by withdrawal, termination, completion of the project, or otherwise. These invoices will show the amount of time expended by an attorney, paralegal or clerk on the legal matter, the applicable billing rate, and a brief description of the services performed.
Section 4.4. Agreement to Pay Invoices. The Client agrees to pay each invoice no event later than the 20th day of the month in which the invoice is received days after the date of the invoice, provided that a final invoice is payable immediately upon receipt. If the monthly invoice is not paid by the end of the calendar month in which it was sent, the Client hereby agrees that the Firm may, in its sole discretion, cease performing any further work for the Client, and if the Firm does cease to perform work for the Client, the Firm will have no further obligation under this Agreement. The Client will be responsible for any fees and costs incurred prior to the Firm’s withdrawal or discharge, including time and costs expended to turn over the Client’s file(s) and other information to the Client or substitute counsel.
Section 4.5. Other Fees and Expenses. In the unlikely event that a member or employee of the Firm is ever called upon to defend or give testimony about any aspect of its representation of the Client in any matter other than a dispute by the Client about the Firm’s fees or by the Client about the Firm’s services, (such as, for example, by reason of the fact that the Firm took action in accordance with this Agreement), whether in deposition, hearing or trial, it is further agreed that the Client will pay the Firm legal fees at the Firm’s then-prevailing hourly rates for the time the Firm dedicates to the preparation and participation in any such deposition, hearing or trial, and will indemnify and hold the Firm harmless from any expense (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Firm in connection with such action, suit or proceeding. The Client further acknowledges that if a member or employee of the Firm is called as a witness in a later proceeding, the Client binds the Client and the Client’s estate to compensate the Firm as otherwise provided in this Section, at the Firm’s then-prevailing hourly rates.
Section 4.6. Interest on Non-Payment. Unpaid fees and expenses will be considered past due if not paid by the end of the calendar month in which it is sent. All past due amounts will bear interest at the rate of 1.5 % per month (18% annual Percentage rate), or the maximum rate allowed by law (whichever is lower), until paid. Interest charges will be calculated on all past due amounts and may be added to the next month’s billing statement.
Section 4.7. Retainers. For environmental matters, the Firm usually requires an initial retainer from the Client. In such circumstance, the Firm will not be obligated to take any action on behalf of the Client until the Client has deposited the required retainer with the Firm. If at any time the Client pays to the Firm a retainer, the Firm will credit the retainer against all fees and expenses expended by the Firm for the Client, including any legal services which the Firm has done for the Client prior to the deposit of the retainer. All unused amounts will be refunded to the Client upon the Firm’s completion of, withdrawal from or discharge from, representation of the Client.
Section 4.8. Guaranty by Principals. All obligations, financial and otherwise, arising under this Agreement or related to this Agreement are personally guaranteed, jointly and severally, by the individual owners of any client entity/entities.
ARTICLE 5 TERMINATION
Section 5.1. Withdrawal of the Firm. The Firm reserves the right to withdraw from representation of the Client, and the Client hereby agrees to allow the Firm to withdraw from any and all representation pursuant to this Agreement, if the Client does any one of the following:
(A) the Client misrepresents or fails to accurately and fully disclose material facts; or
(B) the conduct of the Client makes continued representation unreasonable or unworkable, in the sole discretion of the Firm; or
(C) the Client fails or refuses to follow advice given by the Firm; or
(D) the Client does not make payments required by this Agreement; or
(E) the Client fails to maintain current contact information pursuant to Section 2.12 of these Terms; or
(F) as otherwise allowed by the Texas Disciplinary Rules of Professional Conduct, as amended from time to time, governing the conduct of attorneys in Texas.
Section 5.2. Discharge of the Firm. The Client may discharge the Firm at any time for any reason but agrees to do so in writing. A discharge will not be effective until the Firm receives the written notice of discharge.
Section 5.3. Effect of Termination. No termination will waive any of the remaining provisions of these terms of representation, including: (A) the Client’s agreement to pay for all work performed prior to termination, (B) the Client’s consent to complete disclosure of confidential information to either individual Client, and (C) the Firm’s ethical duties, including but not limited to the Firm’s duty not to disclose a client’s confidential matters to third parties (other than the client’s other professional advisors).
Section 5.4. Fees and Expenses Associated with Termination. The Client will be liable for the following, whether invoiced before or after such termination: (1) the Firm’s charges for legal services rendered to the Clients and Related Expenses incurred by the Firm incurred up to the time of such termination; plus (2) the Firm’s charges and related expenses incurred after such termination which relate to the Firm’s withdrawal from the representation, such as, by way of example but not limitation, withdrawal as counsel or substitution of new counsel in court proceedings, transfer of file papers to appropriate parties and related communications (oral or written) with various parties pertaining to the subject matter of this engagement.
Section 6.1. Written Notice of Questions or Disputes. The Client agrees to send the Firm written notice within twenty (20) days after the Firm’s invoice if the Client disagrees with the amount of the fees and expenses reflected in that invoice. The Client agrees to specify the error or overcharge in the notice. The Firm is happy to review the professional services it has performed. If no such written notice of a dispute is given within this time frame, all parties agree that the fee is reasonable and accurate and the Client waives any and all objections about the fee shown on that invoice.
Please review each invoice carefully; it is the Firm’s desire to timely and satisfactorily address all reasonable concerns. The Firm strives to provide quality legal services for a fair fee and the Firm urges the Client to conduct open discussions with the Firm throughout the course of the Firm’s representation pursuant to this Agreement. Many unsatisfactory and unpleasant experiences between an attorney and client are the result of poor communication and honest misunderstandings. Please help the Firm keep the lines of communication open by offering input whenever it might be helpful. Any issue of importance should be communicated immediately and in writing so as to avoid misunderstandings and to document the files of both the Client and the Firm.
Section 6.2. Mediation. Before resorting to litigation, any disputes arising out of or connected with this Agreement (including but not limited to the services performed by any attorney under this agreement) will be submitted to mediation in Dallas County, Texas, in accordance with the rules for alternative dispute resolution set forth under Texas law. The Client and the Firm will mutually cooperate to select the mediator to be used. Any and all information, negotiation, and results of the mediation will remain confidential.
Section 7.1. Supersedes Prior Agreements. This Agreement supersedes any prior Agreement(s) entered into by any of the parties hereto relating to this matter.
Section 7.2. No Oral Modification. No modification or amendment of this Agreement will be of any force or effect unless made in writing and executed by all parties to this Agreement.
Section 7.3. Paragraph Headings. The headings of the various paragraphs in this Agreement are for the convenience of the parties and will not alter or modify the terms and provisions of this Agreement.
Section 7.4. Enforceability. This Agreement shall be interpreted, construed and enforced in such a manner to be effective and valid under applicable law. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, all other clauses and provisions of this Agreement shall remain in full force and effect and the clause or provision determined to be void or illegal or unenforceable shall be so limited that it shall remain in effect to the fullest extent permitted by law without fully invalidating such clause or provision or the remaining clauses and provisions of this Agreement.
Section 7.5. CHOICE OF LAW; VENUE. THE PARTIES HERETO ACKNOWLEDGE THAT THIS RETAINER AGREEMENT IS DELIVERED AND FULLY PERFORMABLE IN DALLAS COUNTY, TEXAS; ANY LAWSUIT FILED THAT CONCERNS THIS AGREEMENT MUST BE FILED IN DALLAS COUNTY, TEXAS, AND THE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO SUE OR BE SUED ELSEWHERE WITH RESPECT TO THIS AGREEMENT. THIS AGREEMENT IS TO BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 7.6. ENTIRE FINAL AGREEMENT. THIS WRITTEN AGREEMENT ALONG WITH THE RETAINER LETTER SIGNED BY THE CLIENT INCORPORATING THESE TERMS REPRESENTS THE FINAL AND COMPLETE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN, ORAL AGREEMENTS BETWEEN THE PARTIES.
If you have any questions about our billing terms please call the office during normal business hours at (214) 722-7096.