Short answer. Massachusetts lets lawyers in different firms divide a fee, including a referral fee, only if the client is notified before or at the time the client enters into a fee agreement for the matter that a division of fees will be made, the client consents to the joint participation in writing, and the total fee is reasonable (Rule 1.5(e)). Unlike ABA Model Rule 1.5(e), the division need not be in proportion to the services each lawyer performs, and a lawyer may take a share for the referral alone (Comment [7A]). The rule states no percentage limit on either lawyer’s share.
Sources read October 26, 2026; checked against LegalFlare’s research October 27, 2026. Rules text is as printed in the Massachusetts Rules of Professional Conduct (Supreme Judicial Court Rule 3:07) on the SJC’s rule pages, read from Internet Archive copies fetched October 26, 2026. This page is general information, not legal advice. See the disclaimer.
Massachusetts’s referral fee rules at a glance
| Question | Massachusetts’s answer | Source |
|---|---|---|
| Governing rule | Rule 1.5(e), Massachusetts Rules of Professional Conduct (SJC Rule 3:07) | SJC Rule 3:07, Rule 1.5(e) |
| Written client consent | Required in every division: the client consents to the joint participation in writing | Rule 1.5(e); Saggese v. Kelley (2005) |
| Notice to the client | The client is notified, before or at the time of the fee agreement, that a division of fees will be made; each lawyer’s share must be disclosed if the client asks | Rule 1.5(e); Comment [7A] |
| Proportion to services or joint responsibility | Not required; a lawyer may take a share for the referral alone | Comment [7A] |
| Reasonable total fee | Required | Rule 1.5(e) |
| Cap on the secondary lawyer’s share | None stated in Rule 1.5(e) | Rule 1.5(e) |
| Statutes | No Massachusetts statute governs fee division between lawyers; G.L. c. 221 §§ 41, 43 and 44A address solicitation | G.L. c. 221 §§ 41, 43, 44A |
What Rule 1.5(e) says
Rule 1.5(e) of the Massachusetts Rules of Professional Conduct governs the division of a fee between lawyers who are not in the same firm. Its words, in force since March 15, 2011 (SJC Rule 3:07, Rule 1.5(e)):
(e) A division of a fee (including a referral fee) between lawyers who are not in the same firm may be made only if the client is notified before or at the time the client enters into a fee agreement for the matter that a division of fees will be made and consents to the joint participation in writing and the total fee is reasonable. This limitation does not prohibit payment to a former partner or associate pursuant to a separation or retirement agreement.
Before the amendment effective March 15, 2011, the rule required only that the client consent after being informed. The date those earlier words took effect is not established in our sources.
What the client must agree to in writing
Every division needs the client’s written consent to the joint participation (Rule 1.5(e); Comment [7]). In Saggese v. Kelley, 445 Mass. 434 (2005), the Supreme Judicial Court held an oral one-third referral-fee agreement between lawyers enforceable, and ruled that for fee-sharing agreements formed after its decision, Rule 1.5(e) requires the referring lawyer to disclose the agreement to the client before the referral and obtain the client’s written consent. The SJC’s form contingent fee agreements (Forms A and B, paragraph (5)) carry a client consent clause for the division.
What must be disclosed to the client
The client must be notified, before or at the time the client enters into a fee agreement for the matter, that a division of fees will be made (Rule 1.5(e)). The rule does not require disclosure of the agreed shares, but if the client asks, the lawyer must disclose each lawyer’s share (Comment [7A]).
Proportionality or joint responsibility
Neither is required. Unlike Model Rule 1.5(e), Massachusetts does not require the division to be in proportion to the services each lawyer performs, or require the lawyer to assume joint responsibility (Comment [7A]). A lawyer may take a share for the referral alone. The total fee must be reasonable (Rule 1.5(e)).
The limitation does not prohibit payment to a former partner or associate under a separation or retirement agreement (Rule 1.5(e)), nor division of fees for work done when lawyers were previously associated in a firm (Comment [8]).
Referring a case out of Massachusetts, or into it
Massachusetts’s choice-of-law rule, Rule 8.5(b), departs from ABA Model Rule 8.5(b) for conduct not before a tribunal. It says which jurisdiction’s rules of professional conduct apply when Massachusetts exercises its disciplinary authority (SJC Rule 3:07, Rule 8.5(b)), in force since July 1, 2009:
(b) Choice of law In any exercise of the disciplinary authority of this jurisdiction, the rules of professional conduct to be applied shall be as follows:
(1) for conduct in connection with a matter pending before a governmental tribunal, the rules of the jurisdiction in which the tribunal sits, unless the rules of the tribunal provide otherwise; and
(2) for any other conduct, the rules of the jurisdiction in which the lawyer’s principal office is located shall be applied, unless the predominant effect of the conduct is in a different jurisdiction, in which case the rules of that jurisdiction shall be applied. A lawyer shall not be subject to discipline if the lawyer’s conduct conforms to the rules of a jurisdiction in which the lawyer reasonably believes the predominant effect of the lawyer’s conduct will occur.
Referring a case out of Massachusetts. Massachusetts Bar Association Opinion 12-02 (advisory) concluded that under Rule 8.5(b) the rules of the out-of-state litigation forum, not the Massachusetts rules, govern a contingent fee agreement for a suit in that forum, where a Massachusetts lawyer was associating local counsel and taking a referral fee.
Receiving a case into Massachusetts. A division with an out-of-state lawyer is governed by Rule 1.5(e) as for any lawyer not in the same firm.
We hold no Massachusetts court decision construing Rule 8.5(b).
Paying for referrals, and nonlawyers
- Payment for referrals. “A lawyer shall neither compensate nor give or promise anything of value to a person for recommending the lawyer’s services,” except as Rule 7.2(b)(1)–(5) allows: paying the reasonable costs of advertisements or communications the rule permits; paying the usual charges of a legal service plan, not-for-profit lawyer referral service, or qualified legal assistance organization; paying for a law practice under Rule 1.17; referring clients to another lawyer or a nonlawyer professional under a reciprocal referral agreement not otherwise prohibited, if the agreement is not exclusive and the client is informed of its existence and nature; and giving nominal gifts as an expression of appreciation that are neither intended nor reasonably expected to be a form of compensation for recommending a lawyer’s services (Rule 7.2(b)).
- Nonlawyers. A lawyer or law firm shall not share legal fees with a nonlawyer, except as Rule 5.4(a)(1)–(4) allows: payments over a reasonable period after a lawyer’s death to the lawyer’s estate or specified persons, under an agreement with the lawyer’s firm, partner or associate; the purchase price of a deceased, disabled or disappeared lawyer’s practice under Rule 1.17; nonlawyer employees in a compensation or retirement plan; and sharing a statutory or tribunal-approved fee award, or a settlement in a matter eligible for one, with a qualified legal assistance organization that referred the matter, if the client consents after being informed and the total fee is reasonable. The Supreme Judicial Court disciplined a lawyer for paying nonlawyers for referring clients (Matter of Zak, 2017).
- Statutes. Massachusetts General Laws chapter 221, sections 41, 43 and 44A, address soliciting legal business, runners, and hospital employees aiding solicitation. This page does not quote them.
Massachusetts cases
We state what each decision held, in the words of our research. Later treatment of these decisions has not been searched, so do not read this list as a statement that each one remains good law.
| Case | Citation | Year | What it held |
|---|---|---|---|
| Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A. | 178 F. Supp. 2d 9 | 2001 | U.S. District Court (D. Mass.) denied summary judgment on release and quantum meruit and took under advisement whether an alleged oral fee-splitting agreement between lawyers was unenforceable for lack of client consent, surveying five states’ rules; it read Massachusetts (Rule 1.5 and DR 2-107(A)) to require the client’s affirmative consent. |
| Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A. | 188 F. Supp. 2d 115 | 2002 | U.S. District Court (D. Mass.) held Massachusetts law governed the alleged oral fee-splitting agreement and, weighing the considerations, declined to hold it unenforceable for want of compliance with the client-consent rule; it denied the defendants’ summary judgment motion. |
| Saggese v. Kelley | 445 Mass. 434 | 2005 | Supreme Judicial Court held an oral one-third referral-fee agreement between lawyers enforceable, and ruled that for fee-sharing agreements formed after its decision Rule 1.5(e) requires the referring lawyer to disclose the agreement to the client before the referral and obtain the client’s written consent. |
| Roberge v. Burkinshaw | 22 Mass. L. Rptr. 595 | 2007 | Superior Court denied a nonlawyer’s motion for a preliminary injunction to enforce a client-referral agreement with a lawyer, finding the agreement more closely resembled fee-splitting prohibited by Rule 5.4(a) than a compensation plan permitted by 5.4(a)(3). |
| In the Matter of Zak | SJC 12073 | 2017 | Supreme Judicial Court disciplined a lawyer who, among other misconduct, paid nonlawyers $1,000 to $1,500 for referring clients and encouraged them to solicit clients for a fee, in violation of Rule 5.4; it noted support for reading 5.4(a)(3) to allow sharing aggregate profits, not case-specific fees, with nonlawyer employees. |
Massachusetts Bar Association ethics opinions
These opinions are advisory. As with the cases, later treatment of these opinions has not been searched.
| Opinion | Year | What it said |
|---|---|---|
| Opinion 12-02 | 2012 | Under Rule 8.5(b), the rules of the out-of-state litigation forum, not the Massachusetts rules, govern a contingent fee agreement for a suit in that forum, where a Massachusetts lawyer was associating local counsel and taking a referral fee. |
| Opinion 2014-4 | 2014 | The price for a retiring lawyer’s practice may include a share of future fees from that lawyer’s existing clients, but not fees from new clients the retired lawyer refers, because Rule 5.4(a) bars sharing fees with a nonlawyer. |
What our research did not find
- The start date of the earlier Rule 1.5(e) words is not held. The oldest held text (a Board of Bar Overseers page of amendments through December 1, 2000) carries them, and no held order names the order that set them. Their end date, March 15, 2011, is dated from two Internet Archive captures of the BBO rule page (January 6, 2010 and April 7, 2011) and the SJC’s history note, which lists one Rule 1.5 amendment between them (effective March 15, 2011).
- The SJC’s rule pages are held as Internet Archive copies, because mass.gov refuses automated fetches. Each was compared with the live page on October 26–27, 2026 (effective dates, update lists and the held words).
- No Massachusetts court decision or ethics opinion construing today’s Rule 7.2(b) is held. MBA Opinions 2014-2 and 2014-4 construe its predecessor, printed as Rule 7.2(c). No court decision construing Rule 8.5(b) was found (searched October 27, 2026).
- No Massachusetts statute governs fee division between lawyers. G.L. c. 221 §§ 41, 43 and 44A address solicitation only (searched October 27, 2026).
- Most held MBA ethics opinions from 1973 to 1997 apply the pre-1998 Code. They are not cited here.
- Later treatment of every Massachusetts authority on this page has not been searched. This page states what each authority held, not that it remains good law.
Frequently asked questions
Can I share a referral fee with a lawyer in Massachusetts?
Yes, under Rule 1.5(e) of the Massachusetts Rules of Professional Conduct. A division of a fee, including a referral fee, between lawyers who are not in the same firm may be made only if the client is notified before or at the time the client enters into a fee agreement for the matter that a division of fees will be made, the client consents to the joint participation in writing, and the total fee is reasonable.
Is there a cap on referral fees in Massachusetts?
Rule 1.5(e) states no percentage limit on either lawyer’s share. It requires that the total fee be reasonable. Massachusetts does not require the division to be in proportion to the services each lawyer performs, so a lawyer may take a share for the referral alone (Comment [7A]).
Does the client have to agree to a fee division in writing in Massachusetts?
Yes. Rule 1.5(e) requires the client to consent to the joint participation in writing. In Saggese v. Kelley (2005), the Supreme Judicial Court construed the rule to require the referring lawyer to disclose the fee-sharing agreement to the client before the referral is made and to secure the client’s consent in writing, for agreements formed after that decision.
Can a Massachusetts lawyer divide a fee with a lawyer from another state?
A division with an out-of-state lawyer is governed by Rule 1.5(e) as for any lawyer not in the same firm. For a referral out of Massachusetts, Massachusetts Bar Association Opinion 12-02 (advisory) read Rule 8.5(b) to apply the litigation forum’s rules to a Massachusetts lawyer’s contingent fee and referral arrangement for a suit there. We hold no Massachusetts court decision construing Rule 8.5(b).
Sources
- Massachusetts Rules of Professional Conduct, SJC Rule 3:07 (Rules 1.5, 5.4, 7.2, 8.5), read from Internet Archive copies of the SJC’s rule pages fetched October 26, 2026: Rule 1.5, Rule 5.4, Rule 7.2, Rule 8.5
- Cases and ethics opinions: linked in the tables above.
More states: Referral fee rules by state.
Disclaimer
This page summarizes a state’s rules on dividing fees between lawyers, from the primary sources it cites, as of the dates shown. It is general information for lawyers, not legal advice, and reading it does not create an attorney-client relationship with Rose Law Firm, PLLC dba LegalFlare. Rules and the way courts and bar authorities read them change. Read the cited sources, and check with the state bar or your own counsel, before relying on anything here.