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1. Purpose. This Policy provides for the storage, retention and destruction of all documents created or
received by the Firm. Careful attention to documents management will aid in the efficient and
effective delivery of quality legal services and operation of the Firm's business.
2. Scope. This Policy applies to all documents created or received by the Firm, including client-
related documents, Firm administration documents and personal documents.
3. Responsibility.
3.1. The Firm’s Legal Practice Committee is responsible for enforcing this Policy and
ensuring that it is followed throughout the Firm. The Legal Practice Committee will
update this Policy as needed from time to time. The Legal Practice Committee, in
consultation with the Legal Records Department, will design and implement training with
respect to this Policy.
3.2. Each Firm director, in consultation with the Firm’s general counsel, will
determine the appropriate record retention periods for Firm administration official
records within such director’s custody and, upon the expiration of the respective record
retention periods, will destroy such Firm administration official records in a manner that
will protect confidential Firm information.
3.3. Each Firm billing attorney is responsible for ensuring that this Policy is properly
followed with respect to each client matter for which he or she is responsible.
3.4. The Firm’s Accounting Department is responsible for periodically creating and
furnishing to each billing attorney reports of inactive and active matters for purposes of
prompting closure of appropriate client matters.
3.5. The Firm’s Legal Records Department is responsible for notifying designated
attorneys that a client matter’s record retention period has expired and, upon completion
of the procedures in this Policy, for destroying appropriate client files in a manner that
will protect confidential client information.
4. Definitions. As used in this Policy, the following terms will have the following meanings:
4.1. Active matter. A client matter for which an invoice has been sent in the last two
years.
4.4. Client matter. The subject of the Firm’s representation of a client for which a
separate matter number is assigned.
Documents
Official Temporary
Records Documents
4.6. Electronic documents. "[A]ny information that is recorded in a form that only a
computer or other equipment capable of reading computer files can process." See 36
C.F.R. § 1234.2. Some electronic documents are considered official records and others
are considered temporary documents.
4.10. Firm instant messaging (IM). The Firm’s electronic messaging system, which
allows users to exchange text messages and files within the Firm in real time.
4.11. Inactive matter. A client matter for which no invoice has been sent for at least
two years.
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• Information in client files, such as agreements, minute books, correspondence
and pleadings;
• Information of significant Firm decisions, commitments and contracts; and
• Information protecting the financial, legal and other rights of the Firm.
Each known official record created or received by the Firm will generally be
assigned a record retention period in accordance with this Policy. In some cases, the
record will have a "permanent" retention period.
4.14. Permanent. The continued preservation of official records forever, without any
limit in time.
4.15. Personal documents. Documents that pertain only to Firm attorneys’ or staff
members’ personal affairs.
4.16. Record retention period. The period of time during which official records must
be retained by the Firm for operational, legal, fiscal, historical or other purposes. Official
records will be destroyed after the termination of the record retention period, unless they
are subject to a litigation hold or are designated permanent records.
4.17. Record retention schedule. A schedule maintained by the Firm indicating the
timetable during which the various categories of official records are maintained
(Appendix C).
4.18. Temporary documents. Documents that have only short-term value and are not
critical to the management of a client’s or the Firm’s ongoing activities. Examples of
temporary documents include personal messages, routine administrative messages,
information-only copies of memoranda or attachments, copies of an official record, and
notes of a transient nature that have only short-term value, such as meeting or other
scheduling notices. Temporary documents may be destroyed at any time unless subject
to a litigation hold (see Section 7 below).
4.19. Seven-year default rule. The Firm’s default record retention period for client
files, which states that, unless subject to an exception set out in Section 6.7 of this Policy,
the Firm will retain client files for 7 years from the date the client matter is closed.
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5.1. Storage of electronic official records. The Firm recognizes that an electronic
message may qualify as an official record based on its content. Each attorney and staff
member is responsible for the storage of the electronic official records in his or her
possession. For the efficient identification, retrieval and deletion of electronic official
records pursuant to this Policy, as well as their safekeeping, attorneys and staff are
required to organize and store all electronic official records, including official electronic
correspondence, in the Firm’s electronic document management system. Official
electronic correspondence may be stored temporarily, while a client matter is open, in an
email folder.
5.3. Storage of hard copy official records. Hard copies of official records, including
official record correspondence, may be filed in the hard copy client file or scanned and
filed into the Firm’s electronic document management system. The hard copy file and
the Firm’s electronic document management system folder pertaining to the client matter
both contain official records for purposes of this Policy, and are collectively referred to as
the “client file.”
5.4. Storage of personal documents. Hard copy and electronic documents that
pertain only to a Firm attorney’s or staff member’s personal affairs should be filed
separately from official records. Further, consistent with Firm policy, all documents
(including email and voice mail) created, received or stored on Firm systems or
equipment are Firm property, even if stored in a “personal” folder. The Firm has the
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right, at any time and without prior notice, to monitor, access, retrieve, read and disclose
all such documents, and neither attorneys nor staff members will have any expectation of
privacy in such documents.
Practice groups will store forms in their respective workspaces in the electronic document
management system. These workspaces are not subject to a record retention period and
the documents in these workspaces may be retained as long as the practice groups would
like to keep them.
6.1 Notice to clients of the Firm’s Document Management Policy. Each billing
attorney will include a notice in the client’s engagement letter and closeout letter
informing the client of the Firm’s Document Management Policy and how this Policy
applies to the retention and disposition of the client file. No Firm attorney or staff person
is authorized to agree to a client’s own document retention or destruction policy without
prior approval from the Legal Practice Committee or the Firm’s general counsel. If a
client's special document retention or destruction policy is agreed to, the approving group
or person shall promptly notify the Legal Records Department and the appropriate billing
attorneys of such particular requirements.
6.2. Managing client files when a client matter is open. A client matter will remain
open so long as the Firm continues to provide ongoing legal services to the client
regarding that client matter. During the course of a client matter, attorneys should retain
only official records pertaining to the representation. A client file for an open client
matter may and should be pruned of temporary documents on an ongoing basis. When in
doubt, however, treat a document as an official record.
6.3. Closing a client matter. If the Firm is no longer providing legal services to a
client on a particular client matter and if outstanding accounts receivable on the client
matter have been collected or otherwise addressed, the billing attorney should close the
client matter. The billing attorney may close a client matter by marking “close” on the
Firm’s “Adjustment Memo” form. If the account receivable has been reconciled, the
Accounting Department will send a notice to the billing attorney informing him or her
that the matter has been closed. The notice will also indicate the official date the matter
was closed. Lastly, this notice will trigger the client file culling process and closeout
letter to the client (see Section 6.5 below).
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6.4. Accounting Department reports prompting closure of appropriate client
matters.
6.4.1. Active client matters. Twice each year, the Accounting Department will
send each billing attorney a report that lists his or her active matters. The report
will show the balance of any unbilled time/costs or accounts receivable with a
reminder that these client matters cannot be closed until the outstanding amounts
are billed, collected or otherwise addressed. The billing attorney should close the
appropriate client matters on this list. Once the account receivable for a closed
client matter has been reconciled, the Accounting Department will send a notice
to the billing attorney stating that the client matter is officially closed and the date
it was closed. This will trigger the client file culling process and a closeout letter
to the client (see Section 6.5 below).
6.4.2. Inactive client matters. Twice each year, the Accounting Department
will send to each billing attorney a report that lists his or her inactive matters.
The report will show the balance of any unbilled time/costs or accounts receivable
with a reminder that these client matters cannot be closed until the outstanding
amounts are billed, collected or otherwise addressed. The billing attorney should
close the appropriate client matters on this list. If the billing attorney does not
respond to the request regarding a given client matter within 30 days, another
request will be sent by the Accounting Department. If the billing attorney does
not respond to the second request within seven days, the Accounting Department
will close the client matter. Once the account receivable for a closed client matter
has been reconciled, the Accounting Department will send a notice to the billing
attorney stating that the client file is officially closed and the date it was closed.
This will trigger the client file culling process and a closeout letter to the client
(see Section 6.5 below).
6.5.1. Culling a client file when a client matter is closed. Once a client matter
is closed, the billing attorney, or other designated attorney or trained support staff
with supervision from the billing attorney, must cull the client file. The Closed
Client Matter Culling Procedure is attached as Appendix A. Once a client file has
been culled, the billing attorney should send the hard copy client file to the Legal
Records Department for storage.
6.5.2. Closeout letter to client. When a client matter is closed, the billing
attorney must send a closeout letter advising the client that the Firm will retain the
client file for the duration of the Firm’s established record retention period,
following which time it will be destroyed. A sample closeout letter is attached as
Appendix B. Additional instructions and information will be included in the
closeout letter if the client file contains client property to be returned to the client.
If client property is to be returned to the client, the closeout letter must be sent by
certified mail, return receipt requested, or via a recognized overnight carrier.
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Note: In the event a client requests the transfer of the client file prior to the close
of a matter, for example, in the context of an attorney departure from the Firm,
Rule 1.16 of the Michigan Rules of Professional Conduct governs the Firm’s
ethical obligations for transferring the client property and papers that reside in the
Firm’s files to the client or the client’s designee. For information regarding
transfer of the client file, please see the Checklist for Transferring Files to a
Client, which can be found in the Firm’s “Policies and Procedures for Departing
Attorneys or Paralegals.”
6.6. Seven-year default rule for client files. The Firm will retain client files for 7
years from the date the client matter to which the files pertain is closed.
6.7 Exceptions to the seven-year default rule for client files. The following is a list
of exceptions to the seven-year default rule:
6.7.3. Official records in client matters involving minors. Client files relating
to juvenile clients will be retained for five years from the date the youngest
juvenile client reaches 18 years old.
6.8. Destruction of client files pertaining to client matters opened on or after the
effective date of this Policy. At the end of the record retention period for a client matter
that is opened on or after the effective date of this Policy, the Legal Records Department
will notify the billing attorney, the client manager and the responsible attorney that the
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client file will be destroyed after 90 days. If the billing attorney objects to destruction of
the client file, he or she must obtain written permission from the Legal Practice
Committee or Firm general counsel to retain the client file beyond the scheduled
destruction date. If the billing attorney does not respond to the notice, the client file will
be destroyed in a manner that will protect confidential client information, provided the
file has been culled in accordance with Appendix A and that no client property remains
in the file at this time.
Note: This Policy does not apply to or permit the destruction of client files pertaining to
client matters opened before the effective date of this Policy.
8. Policy implementation. The Firm will post this Policy, together with all tools reasonably
necessary to implement this Policy successfully, on the Firm’s intranet. Every attorney and staff
member is required to implement this Policy for documents within his or her custody.
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Approved by Management Committee – 2011
Updates for IM Approved by LPC – May 8, 2012
Appendix A
When a client matter is closed, the file relating to such matter must be stripped, or
“culled,” of (1) unnecessary documents and (2) client property, as follows:
A. Review each document in the file and remove the following documents for
destruction:
C. Consider copying to your personal workspace research materials that could prove
useful for similar cases or transactions in the future.
Note: Deciding which documents are client-related official records and which documents
are temporary documents or otherwise extraneous or non-substantive necessarily involves a
judgment call. Please keep in mind the following criteria taken from various Michigan ethics
opinions:
1. Keep official records that may still be necessary or useful in the assertion or
defense of the client’s position in a matter for which the applicable statute of
limitations period has not expired.
2. Keep official records that the client may need, that have not previously been
given to the client, that are not otherwise readily available to the client, or that
the client may reasonably expect will be preserved by the Firm based on the
engagement and closeout letters.
II. Remove, copy and return client property
Review the stripped-down file with a view toward attorney or client ownership. Official
records belong either to the Firm or to the client. In general, if a document has been generated
by a Firm attorney to further the Firm’s delivery of legal services, it belongs to the Firm; and, if a
document has been generated for or by the client or provided by the client, it belongs to the
client.
• Attorney notes
• Interview notes
• Research memos
• Tax records
• Bank records
• Original deeds, mortgages, leases, land contracts and easements
• Stock certificates
• Original Contracts
• Original promissory notes, certificates, agreements and other negotiable
instruments
• Photographs provided by client
• Original wills and trusts (unless stored in the Firm’s vault)
Unless there is a different understanding with the client, you should scan in and store a
copy of each official record comprising the client property into the Firm’s electronic document
management system and then return the originals of these official records to the client. See
Appendix B to the WN&J Document Management Policy for a sample closeout letter, which
includes instructions and information to be included in the letter if the client file contains client
property to be returned to the client. If client property is to be returned to the client, the closeout
letter must be sent by certified mail, return receipt requested, or via a recognized overnight
carrier so we can verify receipt. Personal delivery with a signed receipt would also be
acceptable.
Whether client property will be returned to the client may vary with practice area, e.g.,
attorneys in the trusts and estates practice group may want to keep certain client official records
on a permanent basis for safekeeping rather than turn them over to the client. See Appendix C
to the WN&J Document Management Policy for the exceptions to the ten-year default rule,
discussed in Section 6.7 of that Policy.
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III. Electronic official records in email system
If not already accomplished, transfer all client-related official records kept in an email folder
associated with the client matter to the appropriate workspace folder in the Firm’s electronic
document management system.
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Appendix B
Closeout Letter
Re:
Dear :
This letter is sent to confirm that we have concluded our work for you with
respect to . I am pleased that we were able to represent you.
Working with you has been a pleasure.
Our file pertaining to the matter will be retained by us for _______ years,
pursuant to the Firm’s record retention policy. For various reasons, including the minimization of
unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of the file at
the end of that period without further notice to you.
Because we may need to contact you during this period, please inform us, in
writing, of any changes in your name, address, telephone number, contact person, or email
address and of any other relevant changes in your contact information.
1._______________________________________________.
2._______________________________________________.
3._______________________________________________.]
We consider this matter closed. If other matters arise for which our Firm can be of
assistance, please do not hesitate to contact us. We would be delighted to work with you again on
a future matter.
Business & Corporate Services 1. Formation documents and company records (e.g., Permanent Linda
corporation, partnership, LLC and other entity formation Paullin-Hebden
G3; stock, membership or other ownership records;
meeting minutes and records; dissolution/liquidation
records; company record book).
2. Transactions involving agreements/instruments without
a term, with a renewable term or with a term over 3 years
(including related due diligence investigations and
correspondence).
3. Transaction closing documents (e.g., closing binders).
4. Title documents (e.g., vehicle titles, title insurance
policies).
5. Records of governmental audits, investigations and
proceedings.
6. Originally signed documents (paper files only).
Economic Incentive Group 1. Approved Brownfield plans and resolutions. Permanent Kurt Brauer (co-
2. Approved Act 381 work plans, approval documentation chair)
and resolutions.
3. Final incentive applications (grants, loans, abatements,
exemptions, etc.).
4. Incentive award notifications (approval letters, award
letters, etc.).
5. Executed development/reimbursement agreements.
6. Executed incentive/credit agreements and amendments.
Family 1. Spousal support (aka alimony) obligations that exceed 7 Permanent Richard A. Roane
Law/Divorce years from entry of final order (usually judgment of
divorce, but could be a post-judgment-of-divorce order
that modifies the original judgment of divorce calling for
spousal support beyond 7 years from the order).
2. Child support orders (judgments of divorce or orders
regarding child support if not a judgment of divorce)
where the youngest child is younger than 9-1/2 years of
age.
3. Property division provisions that are payable beyond 7
years after the entry of the judgment of divorce.
4. Retirement plans divided by qualified domestic relations
orders.
5. Pre-nuptial agreements drafted by the firm.
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Practice Group Sub-group Client-Related Official Records Retention Period PG Chair
Not Subject to the 7-Year Default Rule
Immigration 1. All original government-issued documents (birth Angela Jenkins
certificates, marriage certificates, approval notices,
naturalization certificates, I-94 cards, RFE's).
2. All attorneys notes, email, correspondence and
memoranda documenting advice given to C30clients
regarding their status.
3. All copies of documents filed with the government.
4. Any document individually designated as "Do Not
Destroy."
Labor and 1. Collective bargaining agreements, negotiations and Permanent Jonathan Kok
Employment files.
2. Employment handbook files.
Workers' Workers' compensation settlement papers, including: Permanent Gerardyne M.
Compensation redemption orders, agreements to redeem, consents to Drozdowski
redemption, waivers and releases, and voluntary
compromise agreements.
Litigation and Dispute Resolution 1. Structured settlement and annuity type records in Permanent Edward J. Bardelli
personal injury cases.
2. Settlement agreements with terms of more than 5 years
(including related correspondence).
Nonprofit Organizations Letters of nonprofit status. Permanent Stephen B. Grow &
Timothy L. Horner
(co-chairs)
Real Estate Services 1. Negotiable instruments (letters of credit, promissory Permanent Melissa N. Collar
notes, etc.).
2. Security instruments (mortgages, assignments of rents,
etc.).
3. Surveys.
4. Title insurance policies.
5. Executed interests in property (leases, licenses, deeds,
etc.).
6. Certificates of occupancy.
7. Zoning letters.
8. Closing protection letters.
9. Insurance policies.
Sustainability and Climate Group See Environmental Law. Permanent Daniel K. DeWitt
Technology & Intellectual Property All records in matters having a law code of "IP." Close of client matter + Charles E. Burpee
14 years
Trusts and Estates Law 1. Estate planning files for living clients, even if Permanent Mark B. Periard
considered "former" or "dormant" clients (i.e., clients for
whom no work has been done for years). NOTE: It is
common for clients to call after 7 years for updates to their
plans and expect that WNJ has retained copies of their
wills, trusts, etc. Every effort will be made to destroy
deceased clients' estate plan files within 2 years of death.]
2. Gift tax returns and estate tax returns.