Most attorney-client relationships begin with high hopes: that the matter will go well, that the client’s objectives will be met or perhaps even that the attorney will be able to obtain additional work in the future from that client. Many attorney-client relationships come to a natural end, where the deal the lawyer was retained for closes or the litigation ends.

Sometimes the ending of an attorney-client relationship is more fraught, such as where the client terminates the attorney-client relationship and fires the attorney. But there are also circumstances in which a lawyer may want to withdraw from a matter, such as if the client is unable to pay the lawyer’s fee or if the lawyer and the client are not seeing eye to eye.

Because the attorney-client relationship is a special relationship by which the lawyer owes the client several duties, the Rules of Professional Conduct restrict the circumstances in which a lawyer may withdraw from a representation without client consent. Model Rule 1.16 of the ABA Model Rules of Professional Conduct provides that lawyers may withdraw from representations in certain circumstances “if withdrawal can be accomplished without material adverse effect on the interests of the client.”

Thus, determining whether a withdrawal is appropriate may depend on what are the “material adverse effects” that could prevent a lawyer from ethically withdrawing (when withdrawal is permissive, not mandatory). Formal Opinion 516, issued by the ABA on April 2, 2025, sheds some light on this issue.

In summary, Formal Opinion 516 concludes that a lawyer’s withdrawal would likely have a material adverse effect on the client “if it would result in significant harm to the forward progress of the client’s matter, significant increase in the cost of the matter, or significant harm to the client’s ability to achieve the legal objectives that the lawyer previously agreed to pursue in the representation.”

This article provides some guidance regarding circumstances when a lawyer may withdraw without a material adverse effect on the client’s interests.

When Can a Lawyer Withdraw?

Rule 1.16 of the ABA Model Rules of Professional Conduct confirms that a client must withdraw from a representation when (1) the representation would result in a violation of the Rules or other law, (2) the lawyer’s physical or mental condition materially impairs the lawyer’s ability to represent the client, (3) the lawyer is discharged from service, or (4) the client seeks to use the lawyer’s services to commit a crime or fraud, in certain scenarios. In these circumstances, withdrawal is mandatory.

Part (b) of the rule describes other circumstances in which the lawyer may withdraw from a matter (i.e., permissive withdrawal), including if the client has used the lawyer’s services in the past to perpetuate a crime or fraud, the representation would result in an “unreasonable financial burden on the lawyer,” or for other good cause. Absent the “good cause” grounds identified in the rule, a lawyer may otherwise withdraw under part (b) only if withdrawal can occur without material adverse effect on the client’s interests (and consistently with any applicable court rules or other requirements).

When Will Withdrawal Have a “Material Adverse Effect”?

Formal Opinion 516 recognizes a number of situations in which withdrawal could “significantly harm the representation.” This includes delay the client might experience in searching for substitute counsel: “Where the timing is objectively important to the client, significant delay can itself be a material adverse effect even if the representation can otherwise be completed successfully.”

Sometimes finding a new lawyer can evidence a material adverse effect if the withdrawing lawyer has “unique abilities or unique knowledge” that cannot be replaced. Although it is expected that new replacement counsel will have to incur fees (borne by the client) to get up to speed, there could also be an adverse effect where the expense is “significant” or duplicative of work already performed.

Notably, the opinion recognizes that a lawyer seeking to withdraw can remediate the adverse effects, including by helping the client finding a new lawyer, collaborating with the new lawyer to help bring them up to speed, or even returning legal fees for work that will have to be duplicated by new counsel.

Obviously, whether the circumstances surrounding a lawyer’s withdrawal constitute a material adverse effect on the client will be very fact-intensive and will depend on the unique circumstances of the matter. For example, Formal Opinion 516 recognizes that withdrawal is less likely to have a material adverse effect “where the representation has barely gotten off the ground.” It could be that a lawyer, having accepted a representation, may recognize that it is not a “good fit.” Opinion 516 notes that ideally the lawyer would have declined the representation from the outset, but in any event an early withdrawal is less likely to be prohibited.

Further, if the matter already has co-counsel involved or where the lawyer has already completed the part of a representation for which they were responsible, the withdrawal of a lawyer is less likely to significantly harm the client’s interests. The opinion advises that the client’s “disappointment” in the lawyer’s withdrawal is typically not enough to constitute a “material adverse effect” prohibiting withdrawal.

Representing an Adverse Party

Formal Opinion 516 also comments on withdrawal in the context of the rules on conflicts, which permit a lawyer to represent a new client adverse to a former client, if the new matter is unrelated to the former representation and the lawyer does not use confidential information to the former client’s detriment. The Opinion notes that this issue can come up where a lawyer wants to withdraw for the purpose of turning a current client into a former one for conflicts purposes.

Critically, Formal Opinion 516 notes that where a lawyer seeks to withdraw under part (b) of Rule 1.16 (permitting withdrawal only if it can be accomplished without material adverse effect on the client’s interests),“the lawyer’s motivation is not relevant.” Instead, the inquiry should be whether withdrawal will materially adversely affect the client’s interests, “not whether the lawyer will be adverse to the client in an unrelated matter after the representation is over.”

The opinion recognizes that courts may separately disqualify lawyers who drop clients “like a hot potato” from continuing in a matter as a “remedy for the lawyer’s perceived disloyalty,” [b]ut it does not necessarily follow that the lawyer’s withdrawal” violates the Rules in and of itself. These rules—and the ethics opinion from the ABA—helps provide guidance to lawyers seeking to navigate withdrawal from an ongoing matter.