Representations, terms & conditions
Please take the time to read and understand the following.
When you engage me and my law firm to render legal services in connection with your tax matter, I always follow a client intake process.
This process culminates in us entering into a written agreement which details the nature of your tax matter and the scope of my services to be rendered.
I have created a standardized written statement of representations, terms and conditions which apply to all my engagements. These are incorporated into the Engagement Letter, which sets forth the particulars of your tax matter, as well as the agreed terms of payment for my services.
The following sets forth the Standard engagement representations, terms and conditions. I think you'll agree that these are common sense policies which I have taken the time and effort to set out in a clear written statement.
Clients: Click here for the most recent version applicable to you. [password protected.]
The Ohio Supreme Court, the Internal Revenue Service and other federal, state and local authorities and courts regulate my activities as a lawyer engaged in the practice of law in general, and federal, state and local income tax law in particular.
I am required to set out in writing all of the representations, terms and conditions which govern our engagement and attorney-client relationship. All of the following separate documents—incorporated together and referred to as “the Engagement”—contain the representations, terms and conditions for your engaging my law firm and me to render legal services to you in connection with your tax matter:
- Engagement Letter,
- Standard engagement representations, terms and conditions,
- IRS Circular No. 230 disclosure notice regarding tax penalties.
I want to emphasize the following:
1.Professional Undertaking. The most important term in the Engagement is that my law firm, my staff and I will do our utmost to serve you professionally. I cannot guaranty or give you an opinion as to the probability of success or the outcome from my work, but what I can do is strive to represent your interests vigorously and effectively.
I will have primary responsibility for your representation in this matter, but may utilize the other attorneys in my law firm or staff as may be appropriate. If at any time you have any questions, concerns or criticisms, please make them known to me immediately.
2. Proof of identity. With the advent of the Internet, my law firm and I have a coast-to-coast tax practice in which I rarely ever meet the client face-to-face. While it seems unlikely that anyone would misrepresent a situation that would require the services of a tax attorney, lingering questions still arise about the true identity of the client, as well as who I am and what are my credentials.
To assuage any concern about the identity of my clients, I will ask that you fax to me a copy of your driver’s license or other government proof of identity. Doctors’ offices have required this for years, and it seems to be a prudent requirement.
On occasion, prospective clients have asked about my credentials, which is a legitimate inquiry. My law firm, David N. Stonehill Co., LPA, is an Ohio legal professional corporation registered with the Ohio Secretary of State since 1994 and bears Ohio charter number x--------. I regularly file the required Biennium Report of Professional Association, which, under Ohio law, establishes the continued proof of existence of my professional corporation. You can search the business records of the Ohio Secretary of State’s website to confirm this. It is registered as a personal services “C” corporation with the IRS, and bears federal tax ID No. xx-x-------.
I am an Ohio licensed, practicing attorney registered with the Ohio Supreme Court since 1980. My Ohio Supreme Court registration number is 00----- and I maintain my active status. I never have had a grievance or ethics complaint filed against me. I always have maintained my continuing legal education credit hour requirements. You can confirm this by searching the public attorney records on the Ohio Supreme Court's website.
I am an active member of the Cincinnati Bar Association, and you can check the membership records on its website. I am registered with the Internal Revenue Service with CAF No. x----x----- and PTIN No. x---------. My IRS e-file registration certification is currently pending.
I always maintain malpractice insurance. My malpractice insurance carrier since 2005 is x------------ Casualty Company, and x----------- prior to this. My policy limits are $x---------- per single occurrence and $x----------- in the aggregate per year. I never have had a malpractice claim or threat of a malpractice claim against me.
3. Your responses to my inquiries must be accurate. You represent that your oral and written responses to my requests for information and documentation will be reliable, accurate and complete; you will include all the available information and documents which I request; and, you will not omit any information or documents materially impacting the matter, whether requested or not. If material information and documentation is not available for any reason, you will inform me of that fact without my having to make a specific inquiry.
4. I do not intend to audit the information which you give to me. Unless we agree otherwise in writing, I do not intend to audit and will not attempt to verify the correctness or completeness of any financial or other information which you (or others on your behalf) give to me, even though I may ask for you to clarify all or part of it. Providing reliable, accurate and complete financial or other information and documentation is your responsibility. I rely upon you to respond with correct and honest information that can be substantiated by financial and other records in your possession.
I also may rely on the work product of other professionals who may have assisted you in the past. I do not intend to audit their work product either, and may rely upon the completeness and correctness of their work product.
Your tax matter may deal with tax reporting forms from third parties. The accuracy and completeness of such forms may be an issue in your matter. If so, this will be identified in your Engagement Letter, which will set forth an action plan to deal with it. Unless this is identified as an issue in the Engagement Letter, I may rely upon the accuracy and completeness of tax reporting forms from third parties. It is your responsibility to bring to my attention any information which may have an impact upon the accuracy and completeness of tax reporting forms which you may submit to me.
5. Your rights of appeal are beyond the scope of the Engagement. You should be aware that your tax returns are subject to review and audit by tax authorities. Any items resolved against you by an examining agent are subject to certain rights of appeal to a higher authority.
If you wish to appeal from any adverse determination, I may be available to represent you, but because such representation is beyond the scope of the Engagement, we first would have to agree upon the terms and conditions for a separate engagement and your payment of fees and costs for such additional services to be rendered in connection with an appeal.
The same applies to any undertaking and communications, written or oral, with representatives of the IRS taxpayer advocate’s office.
You should contact me immediately in the event that you receive an adverse determination from a taxing authority, as there are various time limitations for filing an appeal. Time is of the essence if you wish to protect your rights by filing an appeal.
6. Engagements based on hourly rates. Some of my engagements are based upon quoted hourly rates for me and my law firm’s other attorneys and staff. Although I may give you a fee estimate or an estimate of the number of hours of work which I believe your matter (or any phase of your matter) will require, you should understand that this is only a rough approximation, based on my experience with what appear to be similar matters and my impressions about your matter at the time of the estimate.
I will keep you well informed about the progress of your matter. I promptly will make you aware of new circumstances or revelations which may substantially impact a fee estimate. The final fee may include an amount in addition to the quoted hourly rate if a superior result is achieved for you. The final fee for services rendered will be reasonable.
For all hourly matters, I request that a retainer be paid prior to the undertaking. Retainers ensure payment for my services and your commitment to the matter. I will credit the retainer which you advance to your account and apply it against billed fees and reimbursement for costs until the retainer is exhausted. When a retainer is exhausted, I may ask you to pay any balance owing on any outstanding invoice in excess of the retainer and/or to replenish the retainer in whatever amount which I feel is appropriate under the circumstances.
In many situations, I may require some additional retainer before I continue rendering professional services to you. This is particularly important when I am about to start a negotiation or other large undertaking. Also, when I foresee that costs advanced on a matter may amount to a substantial sum, I may ask you to pay them directly or to fund them in advance.
7. Engagements based on a minimum fee. Some of my engagements are based upon a quoted minimum fee. If I quote to you a minimum fee, the scope of the services to be rendered will be appropriately set out in the Engagement Letter. Matters beyond the described scope will not be rendered unless and until a separate written agreement is reached regarding the additional services to be rendered and your payment for such additional services and costs, if any.
All quotes for a minimum fee will include a maximum number of hours for the work to be completed. Contemporaneous with work being performed, my staff and I (and the other attorneys, if any) will keep a log of the time expended. However, the minimum fee is not based number of hours or an hourly rate. If the maximum number of hours is not exceeded, you are not entitled to a statement setting forth the number of hours expended to complete such work. Under no circumstance is the minimum fee reduced because the number of hours expended is less than the maximum number of hours quoted. Any efficiencies are a direct result of my extensive experience and work product, and this is built into the minimum fee.
One of the reasons why the Engagement Letter will set forth a maximum number of hours is that, based on experience, clients often do not fully appreciate or accurately describe their tax circumstance or scope of matters involved until after the engagement is entered into and I have delved into the matter in much greater detail. This causes me to underestimate the time required to complete a matter. Also, subsequent events may affect a matter, or an unexpected issue may arise which impacts upon the usual amount of time it takes to complete a task (e.g., missing or erroneous documentation, uncooperative third parties, unanticipated IRS assessments, problems with carryovers from prior tax years, client’s failure to comply with the terms and conditions of the Engagement).
If such an unanticipated circumstance arises impacting upon a minimum fee arrangement, I will promptly notify you so that we may discuss and resolve the matter to everyone's satisfaction. This may require increasing the minimum fee (with a concomitant increase in the threshold of maximum hours), or converting the matter to a fee based on hourly rates, or other arrangement.
8. My law firm and I are not responsible for any tax, interest and penalties which the IRS may assess against you. You should note that the Internal Revenue Code and its regulations provide for tax assessments, interest and a number of monetary penalties which the IRS may impose. Most of these penalties provide for their imposition only in the event of some wrongdoing or negligence on the part of the taxpayer.
However, a 20% penalty may be imposed upon you even though there is no fraud or willfulness on your part, if the tax reported is understated by 10% or $5,000, whichever is greater. The only way to avoid this penalty is to show that there was either “substantial authority” for the position taken, or to make “adequate disclosure” on the return that the position taken is at variance with an IRS position in published rulings, regulations or court cases. You acknowledge that you are aware of this penalty.
My professional service corporation, David N. Stonehill Co., LPA, its other attorneys, staff and I do not and will never assume any responsibility for your assessed taxes, penalties, accrued interest or any other potential tax, penalty or assessment of any kind whatsoever. Moreover, we do not assume any responsibility for the cost of any appeal, mitigation procedure or any other undertaking associated with overturning or abating the same.
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9. Dual representation / spousal conflicts of interest. Whenever I deal with a tax matter involving a married couple, I vigorously represent the interests of both spouses. Although the interests of both spouses are usually compatible, conflicts may arise, and if so, I cannot advocate the interests of one of you over the interests of the other. Each of you is my client, and matters that one of you may tell me in confidence are not protected by the attorney-client privilege from disclosure to the other spouse.
Accordingly, if you do not share the same objectives as your spouse, or if either of you wishes to speak in confidence to your own independent attorney, then you should retain separate counsel, and my law firm and I should represent only one of you.
At this time, however, with a full understanding of each of your rights to such independent counsel, you together have requested me to represent both of you in connection with the matter(s) set forth in the Engagement Letter.
If the representation deals with a business entity and its owners or partners, such a matter is rife with conflicts, which I will address directly in the Engagement Letter.
10. Use of electronic communications. To maintain the most efficient means of providing services to you, my law firm and I seek to use any and all forms of communication available. Therefore, please keep in mind that my staff, the other attorneys and I may make use of cellular phones, email, faxing and other means of electronic communications.
You should be aware that there are risks associated with the use of such forms of communication, which include interception and other security vulnerabilities that may affect the confidentiality of any information so transmitted.
By entering into the Engagement, you are authorizing me to use all available forms of electronic communications in my representation of you, UNLESS I AM NOTIFIED IN WRITING BY YOU TO THE CONTRARY.
In the Engagement Letter, I will indicate ways in which to minimize the risks associated with electronic communications, especially email. I recommend using encryption for all important documents attached to email. It is your responsibility to implement my recommendations concerning communication security issues.
11. Telephone Calls. When you call, I personally will try to take your call immediately. If I am not available to take your call, I will attempt to return it promptly during business hours, generally within a couple of hours and occasionally after hours.
- True emergency calls will be dealt with as soon as possible and will interrupt other activities. Messages left at the office will be forwarded to a cell phone number or you will be given my cell phone number to contact me. My home telephone numbers is published in the telephone book and is on the Internet if a true emergency arises after business hours and you need to call me at my home.
- The best time to connect with me is during normal office hours, 8:30am to 6:00pm (EST/EDT), Monday through Friday.
- I usually do not have a receptionist to answer telephone calls, but voice mail is available 24 hours for your routine messages. While it is not a substitute for actually speaking with one another, I can get much accomplished by trading voice mail messages. Sometimes, I work late and may return calls in the evenings, after an especially busy day, so please indicate your home telephone number if you are calling late in the afternoon.
12. IRS Circular No. 230 notice regarding tax penalties. This IRS circular sets forth specific standards and requirements which must be met in order for advice to qualify as “Federal Tax Advice” for the purposes of avoiding any penalties which the IRS may seek to impose. These are very detailed and specific rules. It is my intention NOT to provide advice which complies with these IRS regulations and rulings.
I hereby advise you that any advice which you receive from me is NOT “Federal Tax Advice” as outlined in the regulations, and is NOT intended to qualify as “substantial authority” or “Federal Tax Advice” for the purposes of exempting you from IRS penalties. Should you desire written advice that will qualify for the purpose of exempting you from IRS penalties, we would need to enter into a specific engagement for the purpose of providing to you such written Federal Tax Advice.
I will provide to you a separate IRS Circular No. 230 disclosure notice regarding tax penalties which fully sets forth my law firm’s policy with respect to this matter.
13. Completion of services rendered. Once the services are rendered to the extent set forth in the Engagement Letter, the Engagement will have concluded and our attorney-client relationship will terminate for the time being.
If the scope of the services is the preparation and filing of a tax return, the Engagement terminates upon the filing of the tax return. If the scope of the services is the preparation of a document, the Engagement terminates upon the completion and delivery of that document, and not upon a subsequent event such as a response thereto, unless otherwise set forth in the Engagement Letter. This avoids the untenable situation where no response is ever forthcoming. If more than one document is to be prepared, the Engagement terminates upon the completion of the last document.
If the scope of the services deals with negotiations, the Engagement will have concluded upon the entering into an agreement or proceeding which resolves the matter being negotiated, or upon the parties reaching an impasse, unless otherwise set forth in the Engagement Letter.
Of course, my law firm and I will be glad to help if you need legal services in the future. Future legal services will require and will be subject to a new and separately written engagement agreement.
14. File retention policy. It is the policy of my law firm and I NOT to retain the original or even signed copies of any legal instruments or documents prepared for clients. Accordingly, you will be entrusted with these legal instruments and documents, and it is your responsibility to provide for their safekeeping and to notify your successor attorneys and/or fiduciaries of their location at some point in the future.
Throughout the course of my representation of you, I will use scanning devices to convert your physical documents and files into searchable electronic files which I store on computers. These computer hard drives are encrypted and securely backed-up to secure devices and the “cloud.” I will continue to maintain such backups essentially until my demise, or upon transfer to a successor attorney or my personal representative. However, you have no right to rely on the availability of my computer files and backups after the Engagement terminates.
Consistent with this file retention policy, I reserve the right to shred or otherwise properly dispose of your physical files and documents given to me at any time during the Engagement or after its termination.
If you wish to have original documents or copies returned, you must make that fact known to me in writing, and make provision for the payment of the packaging and delivery charges, if any, for sending them back to you.
15. Change of address. To assist me and my staff’s efforts to stay in touch with you, it is your responsibility to notify me of any change in your physical address, PO Box, email address and/or telephone number.
16. Termination of the Engagement. You have the right to terminate my representation at any time for any reason upon your delivering to me a written notice of termination. However, you still are responsible for and are required to pay all extant fees and costs accruing through the date of termination.
If the Engagement is based on a minimum fee, that fee is earned in full if the work is substantially completed; otherwise, there will be a refund to you based upon the considerations set forth in the lawyer’s code of ethics. You agree to give me and my law firm a period of 30 days to determine if a refund is due and to make a remittance.
It is my law firm’s general policy to withdraw from an attorney-client relationship based on the considerations set forth in the lawyer’s code of ethics. While the following is not intended to be an exhaustive list, my law firm and I may withdraw from your representation and terminate the Engagement in these circumstances: if I believe that it is in the best interest of either me, the lawyer or client; if I feel it is impractical or unethical to continue the representation of the client; if the client does not agree to pay in a timely manner any reasonable fee request or additional retainer; if the client fails to cooperate with me, the other attorneys or my staff in any reasonable request; or, if the client violates any of the representations, terms and conditions of the Engagement.
17. Succession. The Engagement is binding upon you, and your heirs, executors, administrators, personal representatives and assigns; and if the client is a corporation or other business entity, upon its successors and assigns.
In the event of my demise or incapacity during the Engagement: another attorney may be substituted for me, but only upon the written agreement of the client and that attorney; if the matter is pending, the appropriate fee earned will be based upon the lawyer’s code of ethics; if a fee has been paid but legal services have not commenced, the fee will be returned and the Engagement shall terminate; if a matter has been completed, then the fee is earned pursuant to the Engagement; and if an invoice has issued, the client is obligated to pay it.
18. Specific terms in the Engagement Letter control. Please note that the provisions of these Standard engagement representations terms and conditions are incorporated as if fully written into the separate Engagement Letter. If any provision, term or condition set forth herein should conflict with the more specific provisions of the Engagement Letter, then the Engagement Letter controls.
Because these representations, terms and conditions are an integral part of the Engagement and govern our attorney-client relationship, please make sure that you understand them before signing the Engagement Letter. If you have any questions, comments or concerns about the Standard engagement representations, terms and conditions, please make them known to me so that we may discuss them to your full and complete satisfaction.
When my law firm and I succeed in serving you well, we would appreciate your referring us to others. A lawyer’s best source of new clients is from existing clients. We try never to forget this .
My law firm and I reserve the right to change or update the Standard engagement representations, terms and conditions at any time by posting a new disclaimer at this location.
Revised: January 1, 2014
David N. Stonehill, Attorney-at-law
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