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Full Opinion
Millicent SOMUAH
v.
Jeremy FLACHS.
Court of Appeals of Maryland.
*682 Raymond M. Hertz (Jacob A. Ginsberg, Raymond M. Hertz & Associates, P.A., on brief), Greenbelt, for petitioner.
John M. Smallwood, Largo, for respondent.
Argued before BELL, C.J., and ELDRIDGE, RODOWSKY, CHASANOW, RAKER, WILNER and CATHELL, JJ.
*681 CHASANOW, Judge.
This appeal arises out of a suit filed by Jeremy Flachs (Respondent) in the Circuit Court for Prince George's County against Millicent Somuah (Petitioner) to recover compensation for the legal services Respondent provided to Petitioner. Petitioner presents two issues for our review, which we have rephrased as follows:
1. Whether an attorney's failure to inform a prospective client at the time of retention that he was not licensed to practice in Maryland, where the client's lawsuit would likely be filed, constitutes cause for the attorney's discharge?
2. Whether an attorney, who was retained on a contingent fee agreement and discharged for cause prior to the fulfillment of the contingency, may recover from his client the reasonable value of the services rendered prior to his discharge?
We hold that, under the circumstances of this case, a client has a good faith basis for being dissatisfied with her attorney when she discovers the attorney failed to inform her that he is not licensed to practice in Maryland, the state where the attorney visited the client and where the cause of action arose. We further hold that where an attorney is discharged because the client has a good faith basis to no longer wish to be represented by the attorney and where the attorney has not engaged in serious misconduct, the attorney may recover compensation from the client for the reasonable value of the services rendered by the attorney prior to his discharge. The attorney's compensation is to be measured in light of the benefits obtained *683 by the client as a result of the attorney's services and the nature and gravity of the cause that led to the discharge. In a contingent fee contract the attorney's cause of action, however, does not accrue until the contingency is fulfilled.
I.
The underlying dispute arises out of an automobile accident involving a taxicab in which Petitioner and her daughter were severely injured. The accident occurred on March 8, 1992, in Prince George's County, Maryland. At the time of the accident, it appears that Petitioner resided in Virginia with her husband.[1] Sometime after the accident, Petitioner's brother contacted Respondent regarding the possibility of representing Petitioner. On April 3, 1992, while Petitioner was still recovering at Prince George's Community Hospital, Respondent visited and interviewed Petitioner. That same day, Petitioner retained Respondent to represent her regarding a possible personal injury claim as a result of this accident. During the initial interview on April 3, Respondent did not notify Petitioner that Respondent is not licensed to practice law in Maryland. The retainer agreement entered into by the parties provided, inter alia, for a one-third contingency fee to be deducted before the payment of expenses; that Petitioner agreed to pay all costs of investigation, preparation, and trial of the case;[2] and that Respondent had the right to cancel the agreement if, upon investigation, Petitioner's claim did not appear to have merit.
After the initial interview with Petitioner, Respondent began investigating Petitioner's claim, expending considerable effort, as well as a substantial amount of money as he took steps to collect and preserve evidence. Petitioner moved to Maryland on June 5, 1992, after her release from the hospital. Shortly thereafter, Respondent began to explore the possibility of a lawsuit in Maryland state courts. In July 1992, Respondent asked a Maryland attorney, Gregory Wells, to assist him in a Maryland lawsuit, and Wells accompanied him to Petitioner's home to discuss this possibility. During this meeting, Respondent notified Petitioner for the first time that he was not licensed to practice in Maryland. After the meeting, Wells declined to accept the case. Before Respondent could arrange a meeting with Petitioner and another local attorney, Petitioner discharged Respondent as her attorney by letter dated August 20, 1992. After his termination, Respondent sent Petitioner a letter requesting payment for the time spent and expenses incurred in investigating Petitioner's claim. Petitioner refused this request.
In the Circuit Court for Prince George's County, Respondent filed suit against Petitioner seeking to recover the reasonable value of services rendered and expenses paid during the course of his representation of Petitioner. Specifically, Respondent requested $11,324.66 for expenses paid and $8,685.00 for time spent investigating Petitioner's claim. The automobile accident case for which the Petitioner retained Respondent was still pending. Both parties filed motions for summary judgment and moved for judgment at trial; all were denied. The jury subsequently returned a verdict in favor of Respondent and awarded compensation in the amount of $19,946.01. Petitioner then filed a motion for judgment notwithstanding *684 the verdict or, in the alternative, for a new trial, which the trial court denied.
On appeal, the Court of Special Appeals in a reported opinion affirmed the judgment against Petitioner, holding that Respondent's failure to inform Petitioner that he was not licensed in Maryland did not constitute good cause to discharge Respondent so as to preclude his right to immediate compensation for the reasonable value of services rendered prior to Respondent's discharge. Somuah v. Flachs, 118 Md.App. 303, 315, 702 A.2d 788, 794 (1997). Petitioner timely filed a petition for writ of certiorari which was granted by this Court.
II.
We must first address Respondent's argument that we should dismiss this appeal because Petitioner waived the issue of whether Respondent's lack of a Maryland license to practice law is cause as a matter of law for his termination. Respondent contends that Petitioner failed to raise this issue before the trial court for determination and notes that "[t]he issue of what constitutes cause for termination of a contract for legal representation is different from the issue of what constitutes the illegal practice of law in Maryland. These issues also differ from the issue of what activities a non-Maryland attorney can do in Maryland and be compensated."
Although this Court has some discretion to decide an issue raised for the first time on appeal, we generally will not decide any issue that was "not raised in and decided by the trial court." Maryland Rule 8-131; see also Lerman v. Heeman, 347 Md. 439, 450, 701 A.2d 426, 432 (1997). In her motion for summary judgment and motion for judgment, Petitioner asserted that she was entitled to judgment as a matter of law because the fact that Respondent lacked a Maryland license constituted cause for his termination, thereby precluding Respondent from collecting any compensation. We conclude that Petitioner adequately presented to the trial court the issue before this Court and thus has not waived the issue.
III.
Turning now to the substantive issues before this Court, Petitioner alleges that she had cause to terminate Respondent as a matter of law because he failed to disclose at their initial meeting the fact that he was not licensed to practice law in Maryland, and thus Respondent is precluded from recovering any compensation. The Court of Special Appeals in this case limited what constitutes cause for terminating an attorney's representation, holding that "a client has cause for discharging a lawyer if the contract between the lawyer and the client is invalid, or if the lawyer's representation is in violation of the rules of professional responsibility, in violation of other law, or in violation of the agreement between the attorney and the client." Somuah, 118 Md.App. at 314, 702 A.2d at 794. The intermediate appellate court concluded that "a lawyer's failure to tell a prospective client that he is not licensed to practice in the jurisdiction where suit likely will be brought does not constitute the kind of fraud or other undue influence necessary to invalidate a lawyer-client contract." Somuah, 118 Md.App. at 315, 702 A.2d at 794. As we shall explain, a client's right to terminate an attorney-client relationship is not as limited as the Court of Special Appeals concluded.
It is a well-settled rule in this State that a client has great latitude in discharging his or her attorney. An attorney's authority to act for a client is freely revocable by the client. See Skeens v. Miller, 331 Md. 331, 335, 628 A.2d 185, 187 (1993); Palmer v. Brown, 184 Md. 309, 316, 40 A.2d 514, 517 (1945); Boyd v. Johnson, 145 Md. 385, 389, 125 A. 697, 698-99 (1924). The client's right to terminate the attorney-client relationship is necessary given the confidential nature of such a relationship and "the evil that would be engendered by friction or distrust." Skeens, 331 Md. at 335, 628 A.2d at 187. Because the power of the client to discharge his or her attorney is an "implied term of the retainer contract," the client does not breach the contract when he or she terminates the attorney-client relationship based on a reasonable subjective dissatisfaction with the attorney's services, even if the client does not *685 have "good cause." Id.[3] Furthermore, the fact that an attorney has been retained under a contingent fee agreement does not affect the client's absolute right to discharge an attorney. ROBERT L. ROSSI, ATTORNEYS' FEES § 3:18, at 167-68 (2d ed.1995).
Although this Court has not previously explained what constitutes a proper basis for terminating an attorney-client relationship, this Court has addressed to some extent the circumstances in which an attorney's compensation may be forfeited. Under certain circumstances, an attorney's fee may be forfeited where the attorney represents conflicting interests. See Atlantic Richfield Co. v. Sybert, 295 Md. 347, 354, 456 A.2d 20, 23-24 (1983)(noting that a fee agreement between an attorney and a client ordinarily will be set aside where the attorney simultaneously represents adverse interests, whether the attorney's or another client's, unless the attorney fully disclosed the conflict of interest to the client and the client nevertheless voluntarily and knowingly entered into the transaction with the attorney); Keyworth v. Israelson, 240 Md. 289, 302-03, 214 A.2d 168, 175 (1965)(same). In addition, a fee agreement will be set aside where it is induced by fraud or undue influence, or where it involves an abuse of the client's confidence. See Attorney Griev. Comm'n v. Korotki, 318 Md. 646, 669, 569 A.2d 1224, 1236 (1990)(noting that an "increase in fee obtained by an attorney through threats to terminate a representation which the attorney was obliged to continue" will be held invalid). We also have noted that "an attorney who, without justification, terminates an agreed undertaking, is not entitled to any fee at all...." Korotki, 318 Md. at 669, 569 A.2d at 1235. Moreover, a fee that is clearly excessive will not be enforced, and the court will reduce such a fee to what is fair and reasonable under the circumstances. See Tucker v. Dudley, 223 Md. 467, 474, 164 A.2d 891, 896 (1960). In our recent decision, Post v. Bregman, 349 Md. 142, 707 A.2d 806 (1998), we indicated that a fee agreement in violation of the Maryland Lawyers' Rules of Professional Conduct may result in the forfeiture of an attorney's compensation. See Post, 349 Md. at 168, 707 A.2d at 819 (noting that a fee-sharing agreement between attorneys in violation of Maryland Lawyers' Rule of Professional Conduct 1.5 may be unenforceable).
Other jurisdictions have addressed what constitutes cause for the termination of an attorney-client relationship. It is noteworthy that many jurisdictions found, or indicated that there was, cause for termination but still permitted quantum meruit recovery by the attorney. These courts have indicated that almost any good faith reason asserted by the client may constitute cause to discharge an attorney, ranging from whatever causes the client to lose faith in the attorney, Fracasse v. Brent, 6 Cal.3d 784, 100 Cal.Rptr. 385, 494 P.2d 9, 13 (Cal.1972)(noting that "[i]t should be sufficient that the client has, for whatever reason, lost faith in the attorney, to establish `cause' for discharging him"), to an attorney's breach of contract. See, e.g., Moore v. Fellner, 50 Cal.2d 330, 325 P.2d 857, 863-64 (Cal.1958)(noting that attorney could be discharged where attorney breached the contingent fee contract with client by demanding an additional fee for an appeal, but the attorney is entitled to quantum meruit recovery after the contingency has occurred); Searcy, Denney, Scarola, Barnhart & Shipley v. Scheller, 629 So.2d 947, 949-50 (Fla.Dist.Ct.App.1993)(noting that attorney was discharged with cause where attorney breached the contract with client by threatening to withdraw during settlement negotiations unless client agreed to a higher contingency fee, but attorney did not forfeit all recovery for services rendered), review denied, 649 So.2d 870 (Fla.1994). For other examples of discharge for cause, see Salopek v. Schoemann, 20 Cal.2d 150, 124 P.2d 21, 24 (Cal.1942)(noting that discharge of attorney was justified where "an attorney misstate[d] the legal effect of facts or of procedure to his client either through ignorance, carelessness or by mistake, and by his advice indicate[d] and then pursue[d] a course of action which would lead unquestionably to results contrary to the client's declared and proper objectives," *686 but attorney could recover reasonable value of the services rendered); Tobias v. King, 84 Ill.App.3d 998, 40 Ill.Dec. 400, 406 N.E.2d 101, 104 (Ill.App.Ct.1980)(noting that attorney was discharged for cause where client was dissatisfied with attorney's handling of case that had made little progress in three and one-half years, but attorney was not barred from any recovery for reasonable value of services); O'Rourke v. Cairns, 683 So.2d 697, 703 (La.1996)(upholding trial judge's finding that attorney was discharged for cause where attorney was uncommunicative with client, was uncertain strategically and substantively with regard to the client's medical malpractice claim, and exhibited an unprofessional social demeanor, all contributing to the client's lack of confidence in the attorney, but quantum meruit recovery was permissible); Osborne v. Vulcan Foundry, Inc., 699 So.2d 492, 496-97 (La.Ct.App.1997)(upholding trial court's finding that attorney was discharged for cause where client terminated attorney because the client did not want the attorney to represent both the client and the client's wife, but attorney was entitled to compensation), writ. denied, 704 So.2d 1205 (La.1997); Guilbeau v. Fireman's Fund Ins. Co., 293 So.2d 216, 218 (La.Ct.App.1974)(noting that an attorney's failure to perform his or her duties, i.e., doing nothing but filing petition during a two-year period, may constitute cause, but quantum meruit was applicable); cf. Dagny Management Corp. v. Oppenheim & Meltzer, 199 A.D.2d 711, 606 N.Y.S.2d 337, 339 (N.Y.App.Div.1993)(concluding that firm was discharged for cause where firm interfered with and frustrated client's attempts to settle action and holding that firm's misconduct was serious enough to require forfeiture of its fee).
In H & R Block, Inc. v. Garland, 278 Md. 91, 359 A.2d 130 (1976), we cited Ferris v. Polansky, 191 Md. 79, 85-86, 59 A.2d 749, 752 (1948), for the following proposition:
"Under Maryland law, a contract which provides that performance of personal services must be satisfactory to the employer entitles the employer to terminate the contract if he is, in fact, honestly dissatisfied with the performance of the employee, and did not use such dissatisfaction as a mere pretense."
H & R Block, 278 Md. at 99, 359 A.2d at 134. A contract to employ an attorney is a form of contract for performance of personal services, which is terminable by the client if the attorney's services are unsatisfactory. In Skeens, we stated: "It is well settled that the authority of an attorney to act for a client is revocable at the will of the client." 331 Md. at 335, 628 A.2d at 187 (citations omitted). The authority of the client to terminate the retainer contract derives from the special nature of such a contract. Id. The attorney-client relationship is of the highest fiduciary nature, and it calls for the utmost trust and confidence. In recognition of this fact, courts give a dissatisfied client the right to terminate the contract. The right of a dissatisfied client to discharge an attorney is "deemed necessary in view of the confidential nature of the relationship between attorney and client and the evil that would be engendered by friction or distrust." Id. (citations omitted). Because the right of a dissatisfied client to discharge the attorney is implied into the retainer contract, a client who has reason to be dissatisfied with an attorney and who discharges the attorney is not liable for breach of contract. Id. See also Vogelhut v. Kandel, 308 Md. 183, 192, 517 A.2d 1092, 1097 (1986)(Rodwosky, J., concurring).
In Ferris, we set the standard for discharging an employee who is employed as long as the services are satisfactory. We stated:
"In a contract where the employer agrees to employ another as long as the services are satisfactory, the employer has the right to terminate the contract and discharge the employee, whenever he, the employer, acting in good faith is actually dissatisfied with the employee's work. This applies, even though the parties to the employment contract have stipulated that the contract shall be operative during a definite term, if it provides that the services are to be performed to the satisfaction of the employer. It is not necessary that there exist grounds deemed adequate by the trier of facts for *687 the employer's dissatisfaction. He is the judge as to whether the services are satisfactory. However, this dissatisfaction, to justify the discharge of the employee, must be real and not pretended, capricious, mercenary, or the result of a dishonest design. If the employer feigns dissatisfaction and dismisses the employee, the discharge is wrongful. The employer in exercising the right of dismissal because of dissatisfaction must do so honestly and in good faith." (Citations omitted).
Ferris, 191 Md. at 85-86, 59 A.2d at 752. The right of a dissatisfied client to discharge an attorney is analogous to the right of a dissatisfied employer to discharge an employee under a contract of employment specifying that the employee's services must be satisfactory to the employer.
A client discharges an attorney without just cause when the client has no basis for being dissatisfied with the attorney's services or the discharge is in bad faith. Under these circumstances, the attorney has an immediate cause of action for breach of the fee contract. On the other hand, a client has cause to discharge his or her attorney when the client has any good faith basis for being dissatisfied with the attorney, even though the attorney has performed competently.[4] Under these circumstances, the attorney is entitled to recovery for the work done prior to discharge, but, as will be discussed, recovery on a contingent fee contract must await the occurrence of the contingency. From our review of the case law in other jurisdictions, it is also apparent that a finding that a client had cause to discharge his or her attorney does not require a finding of misrepresentation, fraud, deceit, or a violation of the Rules of Professional Conduct by the attorney. Cause for discharge does not require proof that the discharged attorney failed to act competently, but the client must show a good faith basis for being dissatisfied with the representation. Cf. Vogelhut v. Kandel, 308 Md. 183, 192, 517 A.2d 1092, 1097 (1986)(Rodowsky, J., concurring). As we have explained, cause for discharging an attorney can be divided into two groups: First, where the attorney commits serious misconduct, i.e., fraud or illegal conduct, etc.; and second, where the attorney acts competently and there is no serious misconduct, but the client has a good faith basis to be dissatisfied with the attorney. In the former situation, the attorney is not entitled to any fee. In the latter situation, the attorney is entitled to be compensated for the work done prior to discharge, but in a contingent fee contract, the attorney must await the occurrence of the contingency. As will be discussed, this is based on the agreement that no fee will be payable unless and until the contingency occurs.
Respondent points out, and Petitioner concedes, that Respondent performed competently prior to his discharge, and we note that there was no misrepresentation, fraud, or deceit on the part of Respondent. In support of his argument to uphold the judgment of the lower court, Respondent asserts that it was unclear where a lawsuit would be filed because Petitioner's claims could have been filed in federal court. During the first two months of his investigation Petitioner was a Virginia resident, and thus a possible federal claim existed based on diversity jurisdiction. In addition, Respondent contends that there was a substantial likelihood of a federal lawsuit because of a potential products liability claim against the automobile manufacturer involving the crashworthiness of the vehicle in which Petitioner was riding, raising issues that are determined by federal law. Taking Respondent's arguments into consideration, we conclude for the following reasons that Petitioner had a good faith basis for being dissatisfied with Respondent's representation.
Although Respondent is licensed to practice law in Virginia, the United States District Court for the District of Virginia, and the District of Columbia, he is not licensed *688 to practice in Maryland, where the accident occurred and the lawsuit likely would have been filed. All of the expenses incurred by Respondent during his investigation were incurred in Maryland. In addition, Respondent's first meeting with Petitioner occurred in Maryland when he visited Petitioner at the hospital. Respondent later visited Petitioner at her home in Maryland where she moved on June 5, 1992. Once Petitioner became domiciled in Maryland, the possibility of a lawsuit in Maryland federal court based on diversity jurisdiction was foreclosed. Respondent did not explain to Petitioner at their initial meeting, or in the retainer contract, that he would be unable to try the case and would need local counsel if the case were filed in Maryland state court. In fact, Respondent did not inform Petitioner of such a limitation on his ability to represent Petitioner until July 1992, three months after he was retained. When Respondent undertook to represent Petitioner, Petitioner rightfully expected that Respondent could handle any court proceedings. Thus, at the time Respondent disclosed to Petitioner that he was unable to represent her without bringing in local counsel for the court proceedings, Petitioner had a basis for losing confidence in and being dissatisfied with the Respondent's continued representation.
IV.
Since we have determined that Petitioner had a good faith basis for being dissatisfied with her representation by Respondent, we now must determine if, and when, Respondent is entitled to quantum meruit recovery based on the reasonable value of services rendered prior to his discharge. As with the determination of cause, the determination of whether a discharged attorney is entitled to any compensation in a given case depends upon the facts and circumstances before the court. It is a well-settled rule in this State that, where a client terminates an attorney-client relationship without any cause, or an attorney terminates the relationship with cause, the attorney may be entitled to immediate quantum meruit recovery from the client, i.e., the reasonable value of the legal services rendered prior to the attorney's discharge. Skeens, 331 Md. at 335-36, 628 A.2d at 187. On the other hand, where a client discharges his or her attorney for cause, there are circumstances where an attorney is not entitled to any compensation. See Skeens, 331 Md. at 335, 628 A.2d at 187; Korotki, 318 Md. at 669, 569 A.2d at 1235-36; Dagny Management Corp., 606 N.Y.S.2d at 338-39. As previously noted, the trend in other jurisdictions is generally to permit an attorney discharged by a dissatisfied client to recover compensation in quantum meruit from the client for services rendered prior to discharge. See, e.g., Crockett & Brown v. Courson, 312 Ark. 363, 849 S.W.2d 938, 940-41 (Ark.1993); see also Kopelman and Assoc. v. Collins, 196 W.Va. 489, 473 S.E.2d 910, 917 (W.Va.1996). We hold that where a client has a good faith basis to terminate the attorney-client relationship but there is no serious misconduct warranting forfeiture of any fee, the attorney is entitled to compensation based on the reasonable value of services rendered prior to discharge, considering as factors the reasonable value of the benefits the client obtained as a result of the services rendered prior to discharge and the nature and gravity of the cause that led to the attorney's discharge.
Petitioner contends that, under the circumstances of this case, this Court should find as a matter of law that Petitioner discharged Respondent for serious misconduct, and thus Respondent is not entitled to any compensation whatsoever. Specifically, Petitioner would have us hold that Petitioner's discharge of Respondent for his failure to inform Petitioner that he was not licensed to practice in Maryland constitutes a per se termination with cause thereby precluding Respondent's recovery. In support of her contention, Petitioner argues that Respondent's investigation of Petitioner's claims constituted the practice of law in Maryland without a license and notes that Maryland Code (1989, 1995 Repl.Vol.), Business Occupations and Professions Article, §§ 10-601(a)[5] and 10-602,[6] Rule 14 of the Maryland *689 Rules Governing Admission to the Bar,[7] and the Maryland Lawyers' Rules of Professional Conduct regarding the unauthorized practice of law in this State exist "to protect the public from those incompetent or unable to practice law in this State and to further protect the integrity of the profession." Petitioner further cites several cases from other jurisdictions for the proposition that an out-of-state attorney who renders legal services locally engages in the unauthorized practice of law and may not recover compensation from his or her client for such services.
In support of her contention, Petitioner primarily relies on four cases in which the courts addressed an attorney's right to compensation for legal services performed in a state in which the attorney was not licensed to practice: Perlah v. S.E.I Corp., 29 Conn.App. 43, 612 A.2d 806 (Conn.App.Ct.1992); Taft v. Amsel, 23 Conn.Supp. 225, 180 A.2d 756 (Conn.Super.Ct.1962); Lozoff v. Shore Heights, Ltd., 66 Ill.2d 398, 6 Ill.Dec. 225, 362 N.E.2d 1047 (Ill.1977); and Spivak v. Sachs, 16 N.Y.2d 163, 263 N.Y.S.2d 953, 211 N.E.2d 329 (N.Y.1965). In Perlah, the attorney, licensed to practice law in New York, maintained an office in Connecticut where he was not licensed. 612 A.2d at 807. The attorney represented an investment group regarding the acquisition of a New York corporation. Concluding that the attorney practiced law in Connecticut by preparing legal documents for the acquisition during this representation, the court held that the attorney could not recover compensation for legal services performed in Connecticut before he was admitted to practice in that state. Perlah, 612 A.2d at 809. The Taft case also involved a New York attorney who was denied compensation for services primarily performed in Connecticut. See Taft, 180 A.2d at 756-57. The attorney was involved in forming corporations, entering into negotiations to acquire other trucking companies, and managing the corporation, and the court noted that it was impossible to determine at what point the attorney was acting as the client's attorney and not as a member of the corporation. Taft, 180 A.2d at 756-57. In Lozoff, the Supreme Court of Illinois held that a Wisconsin attorney, who was not licensed to practice in Illinois, could not recover compensation for legal services rendered in Illinois which consisted of negotiations regarding the sale of certain real estate. 6 Ill.Dec. 225, 362 N.E.2d at 1048. The court, however, cautioned that its holding did not create a per se rule:
"We do not mean in our holding today to have it understood that there can never be circumstances that will allow an out-of-[s]tate attorney who is not within Rule 707[, permitting an out-of-state attorney to participate in court proceedings,] to recover for legal services. We recognize there are transactions involving parties and attorneys from more than one State which would require a result different from today's holding."
Lozoff, 6 Ill.Dec. 225, 362 N.E.2d at 1049. Finally, in Spivak, a California attorney was denied compensation for services rendered in New York to a New York resident in connection with her divorce, which included reviewing drafts of separation agreements and advising the client based on his knowledge of both New York and California law. Spivak, 263 N.Y.S.2d at 954-55, 211 N.E.2d 329. Like the Lozoff court, the Court of Appeals of New York "recogniz[ed] the numerous multi-State transactions and relationships of modern times" and cautioned against applying *690 its holding to all cases in which an out-of-state attorney comes to New York for "conferences or negotiations relating to a New York client and a transaction somehow tied to New York." Spivak, 263 N.Y.S.2d at 956, 211 N.E.2d 329.
The cases on which Petitioner relies can be distinguished from the case before us. In particular, the rationale behind these decisions appears to be based on the violations of the state's prohibition of the unauthorized practice of law. In the cases cited by Petitioner, the attorneys were clearly practicing law in a state in which they were not licensed to practice by drafting documents or advising the clients regarding matters of local law. With the exception of Spivak, it also appears that the attorneys in these cases may have represented themselves as attorneys of the state in which they were not licensed. Moreover,