Attorney Representation & Retainer Comparison

The contract behind the representation

The Three Retainers — Who Controls the Client’s Decisions?

Same client (Charmaine Saith), same matter, three engagement agreements. The question is whether the attorney contractually assigned himself control over the client’s own decisions. Only one of the three did — Mr. Roen’s 2024 replacement.

Andrew Windle

Oct 2021 · $400/hr

No control clause. §6 leaves the client “the final say regarding settlement offers or goals.”

Hal Roen — original

Aug 25, 2022 · $375/hr

No control clause. Fee and retaining-lien terms only; no conduct article.

Hal Roen — replacement

Jan 22, 2024 · $450/hr

Adds §III — “Client’s Conduct and Expected Participation,” each provision client-initialed.

Code	Issue	Windle (Oct 2021)	Roen (Aug 2022)	Roen (Jan 2024, §III)
RC-1	Final decision authority	“Client has the final say regarding settlement offers or goals.”	silent	“the ultimate determination shall be solely and independently that of the Attorney.”
RC-2	Client’s status	A participant; attorney leads strategy only.	silent	“shall not be considered equal voices or participants.”
RC-3	Unconditional compliance	—	—	“comply with advice of attorney… even if client feels other side is not complying.”
RC-4	Withdrawal trigger	Breach, ethics, or client “not communicative.”	Collections / retaining lien.	Conduct “detrimental or damaging to client’s case,” judged by the attorney.
RC-5	Initialed submission	Single signature.	Single signature.	Eight conduct provisions, each separately initialed.
RC-6	“Care more” clause	—	—	“Client will not allow Hal Roen, P.A. to ever care more about client’s case than the client.”
RC-7	Non-refundable fee	“Non-Refundable $0.”	Non-refundable, “deemed earned” on signing.	Non-refundable, “deemed earned” on signing.
RC-8	Hourly rate	$400 (notice before any increase).	$375.	$450 — raised at the same instrument that added §III.
RC-9	Control article present?	No.	No.	Yes.

Devo placed the comparator directly on Mr. Roen’s desk — Correspondence #5 of January 2025 (Jan 24, 2025), attaching Windle’s contract:“Despite being paid $10,400, that attorney ultimately refused to file the divorce due to recognizing her inability to participate meaningfully in legal proceedings.”Windle reserved the client’s authority and declined the engagement. Roen’s 2024 contract took that authority — at the moment his rate rose to $450.

Accuracy note: the control language is verbatim only in the January 22, 2024 agreement; Roen’s 2022 original, like Windle’s, was an ordinary fee retainer with no control clause. “Sole legal authority” used elsewhere is a characterization of §III’s effect. Quotations verbatim from the contracts; see Prima Facie Predicate 26.

The 2024 retainer — a control instrument

Written to hold her in place — and void for it

On January 22, 2024 — ten days after a $2.5 million civil suit was filed against Mrs. Saith — Mr. Roen had her sign a replacement retainer that added a new Article III (“Client’s Conduct and Expected Participation”) and raised his rate from $375 to $450/hr. His 2022 contract for the same dissolution contained nothing like it. The new article reads, in his own words:

Article III — verbatim“the client and Attorney shall not be considered equal voices or participants in the legal matter… the ultimate determination shall be solely and independently that of the Attorney.”

In plain English, it does three things at once: (1) it demotes the client below an “equal voice” in her own case; (2) it hands the lawyer “ultimate determination” — final decisional authority, not just strategy; and (3) it pairs that with eight separately-initialed conduct rules — including a promise to “comply with advice of attorney… even if client feels other side is not complying” — and an immediate-withdrawal trigger if the lawyer deems her conduct “detrimental.”

The structure that results — once she signs, she cannot:

overrule him — he holds “the ultimate determination”;
push back — pushing back can be characterized as “detrimental” conduct and trigger withdrawal;
leave easily — the retainer is “deemed earned” on signing and non-refundable, with a retaining lien on her file and a charging lien on her property;
even slow him down — she has pre-agreed to “comply with advice of attorney” categorically.

Why it cannot stand (the Petitioner’s contention, on the cited authority): Florida Bar Rule 4-1.2(a) reserves “ultimate authority to determine the purposes to be served by legal representation” to the client. A retainer that conflicts with the Bar Rules is “against public policy and… not enforceable” by the lawyer who wrote it — Chandris, S.A. v. Yanakakis, 668 So. 2d 180 (Fla. 1995). An attorney has no authority to act on a client’s substantive rights without “clear and unequivocal” authorization, and unauthorized acts are a “nullity” — Nehleber v. Anzalone, 345 So. 2d 822 (Fla. 4th DCA 1977); Bursten v. Green, 172 So. 2d 472 (Fla. 2d DCA 1965). The Florida Supreme Court has suspended lawyers for the kind of 4-1.2(a) violation this clause memorializes — The Florida Bar v. Feige, 937 So. 2d 605 (Fla. 2006).

Two facts make it worse, not better:

His own 2022 contract had no such clause. He represented the same client for the same dissolution for seventeen months without it. The control language is a 2024 addition — executed during acute new financial exposure, in the same paper that raised his rate.

Windle did the opposite. Her prior attorney’s 2021 contract reserved to her “the final say regarding settlement offers or goals,” took ~$10,400, then declined to proceed because she could not meaningfully participate. Presented with the same client in the same condition, Mr. Roen wrote himself ultimate authority and raised his rate.

The legal characterizations above are the Petitioner’s contentions based on the cited authorities, not adjudicated findings, and are not legal advice. Contract quotations are verbatim from the signed January 22, 2024 agreement (Article III / Section I).

The cumulative effect

A private guardian — without a court, a doctor, or a single safeguard

Strip away the contract language and look at what the January 2024 instrument actually accomplished. Applied to a client with a documented, court-ordered mental-health condition (her August 15, 2022 plea imposed “Mental Health Eval & Treatment”), the control article handed Mr. Roen the powers a guardian has — final say over her decisions, control over whether she could be heard, and the power to remove himself the moment she resisted — while giving her none of the protections a real guardianship requires.

A lawful guardianship in Florida (Ch. 744) requires

A petition and a court proceeding;
An adjudication of incapacity, supported by an examining committee;
A court-appointed guardian under continuing court supervision;
Independent counsel for the alleged incapacitated person;
Annual accountings filed with the court.

Mr. Roen’s private arrangement had

A signed retainer — and nothing else;
No incapacity adjudication, no examining committee;
No court, and no oversight of any kind;
No independent counsel for her;
No accounting — only fees, “deemed earned” on signing.

That is a de facto guardianship: the powers of a guardian, assumed privately by contract, without the appointment or the oversight that makes guardianship lawful. He obtained guardian-level control of a vulnerable adult’s most important legal decisions — and kept the fees flowing — without a court, a physician, or a single safeguard. It is also the opposite of what Florida Bar Rule 4-1.14 requires of a lawyer facing a client with diminished capacity: to preserve a normal client relationship as far as reasonably possible, and to seek protective measures only as a last resort, through proper channels — not to formalize control over her by private contract.

And the diminished capacity was visible on the record

Rule 4-1.14 turns on a client’s diminished capacity. In her own depositions — with Mr. Roen present — that diminishment is unmistakable, in her own words:

“I can’t remember. I cannot remember. That’s the truth. I don’t remember.” — asked to identify six-figure movements in her own account. (Depo 1, p.56)
“I don’t know. I can’t remember. What was the mediation?” — she does not recall, or understand, her own mediation. (Depo 2, p.65)
“I don’t understand what he’s asking me. I mean, why are we here?” (Depo 2, p.65)

A lawyer who hears this from his own client owes her the protections of Rule 4-1.14 — not a private contract assigning himself control. Full verbatim excerpts appear in “Roen in His Own Words.”

The characterizations above are the Petitioner’s contentions, not adjudicated findings, and are not legal advice. See Fla. Bar Ethics Opinion 85-4 (de facto guardian framework) and Prima Facie Predicate 26 (§§26.1–26.11). The plea condition and contract language are quoted verbatim from the record.