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FIRST DIVISION
March 14, 2005

JUSTICE GORDON delivered the opinion of the court:

This matter arises out of a claim for attorney fees resulting from the settlement of awrongful death case. On June 9, 2003, Robert P. Reske, filed a verified petition to adjudicate anattorney lien claimed by respondent, Ambrose & Cushing, P.C. (the Firm). Reske claimed theFirm was entitled only to quantum meruit fees for the work Reske performed on the case while anemployee of the Firm. The Firm claimed it was entitled to two-thirds of the entire attorney feebased on an oral joint venture agreement between the Firm and Reske. After an evidentiaryhearing, the trial court found that the evidence was insufficient to support the Firm's contentionthat a joint venture existed between the Firm and Reske and awarded the Firm quantum meruitfees in the amount of $6,990. The Firm now appeals. The issue before the court on appeal iswhether the trial court was correct in holding that the discharge of the Firm prior to settlementrelieved Reske of his fee sharing obligation under his agreement with the Firm. For the reasonsthat follow, we affirm.STATEMENT OF FACTS

In a verified petition filed on June 9, 2003, Reske alleged the following. From September1997 until December 2001, Reske was employed by the Firm under an oral employment contract. For all new business Reske brought to the Firm, Reske received one-third of the attorney feesgenerated on those files and the Firm received two-thirds. The Firm provided Reske withmalpractice insurance, secretarial and clerking services, and covered Reske's files if needed. In2001, Reske was paid a base salary of $66,000 to work on the Firm's cases.

Reske further alleged that, on June 26, 2001, Christine Thompson, as administrator of theestate of Sean Thompson (plaintiff), entered into a contingent fee contract with the Firm andReske to represent her in her claim against Richard Hiter for the wrongful death and survivalaction of her minor son, Sean Thompson (the Thompson wrongful death case). Reske was theonly attorney who did any work on the Thompson wrongful death case from June 26, 2001,through December 6, 2001, and Reske made all legal decisions regarding the handling of the case. By letter dated January 13, 2002, plaintiff discharged the Firm. Reske continued hisrepresentation of plaintiff. By letter dated January 22, 2002, the Firm demanded payment fromReske of $4,204.50 for its costs before turning over plaintiff's file. On January 22, 2002, Reskepaid the Firm $4,204.50 for the release of plaintiff's file. On February 6, 2002, the trial courtentered an order granting the Firm leave to withdraw its appearance and granting Reske leave tosubstitute as counsel.

Reske further alleged that, by letter dated May 30, 2003, he asked the Firm to produce thecosts paid on the Thompson file and to calculate the hours spent on the file which would entitlethe Firm to compensation on a quantum meruit basis. By letter dated June 2, 2003, the Firmdemanded $155,556 in fees, which represents two-thirds of the entire fee earned on theThompson wrongful death case.

On June 27, 2003, after filing his verified petition, Reske submitted a distribution andsettlement order for the Thompson wrongful death case to the trial court. The trial courtapproved the settlement in the amount of $700,000 and found that Reske was entitled to$233,333.33 in fees. Nevertheless, the trial court ordered that those fees be held in trust by Reskepending the trial court's resolution of Reske's petition to adjudicate the Firm's attorney lien.

On July 7, 2003, the Firm filed a response to Reske's petition. The Firm requested that thetrial court deny Reske's request that the Firm receive only a quantum meruit award and assertedthat the trial court should instead determine that a joint venture existed between Reske and theFirm.

In August 2003, the trial court held evidentiary hearings on Reske's petition and thefollowing relevant testimony was presented. Laura Kohniak, formerly a legal secretary with theFirm, testified that while at the Firm she was assigned by John Cushing to work on the Thompsonwrongful death case. Kohniak stated that there were two Thompson files: one file related to abicycle accident that Sean Thompson had in May 2001 (the Thompson bicycle case) and the otherfile related to Sean's electrocution and death (the Thompson wrongful death case). Kohniakstated that she was the only secretary who worked on the Thompson files and Reske was the onlyattorney who worked on the Thompson files. Kohniak's work station was located directly outsideof Reske's office.

The Thompson bicycle case was settled by Reske in November 2001. According toKohniak, when Christine Thompson arrived at the Firm to pick up the settlement check, she wentinto Reske's office. Less than a minute later, Cushing interrupted Thompson and Reske andescorted Thompson to his office for a meeting, excluding Reske. When the meeting ended,Thompson, who appeared to be upset, walked back into Reske's office and told him the content ofher conversation with Cushing. Kohniak heard Thompson tell Reske that Cushing told her he hadtaken over the wrongful death case and that Reske would no longer be working on the case. Kohniak also heard Thompson tell Reske that she informed Cushing that if Reske was not goingto be doing the work on the wrongful death case, she was going to fire the Firm and hire adifferent firm to represent her.

Kohniak was later told by Cushing that he was now handling the Thompson wrongfuldeath, that Reske was not to do any further work on the file, and that all phone calls regarding thecase were to be forwarded to Cushing. Cushing also told Kohniak that Reske was not to receivefees on either Thompson case. Reske was subsequently fired. Kohniak was instructed that in theevent anyone phoned regarding the Thompson cases, or any of the cases Reske handled, she wasto tell them that Reske left the firm and that they should talk to Cushing.

Kohniak also testified that Reske told her about his agreement with the Firm. Specifically,Reske told her that the Firm provided him with secretarial services and that he agreed to split thefees on cases involving his clients. She was also told by Reske that in the event he left the Firm,he was entitled to take his cases with him and had to pay the Firm only the court fees owed.

Christine Thompson testified that she was referred to Reske when her son Sean had abicycle accident in May 2001. Thompson signed a contract which provided, in pertinent part: "Ihereby retain and employ AMBROSE & CUSHING, P.C., and Robert P. Reske, attorneys withoffices at 221 North LaSalle Street, Suite 1748, Chicago, Illinois 60601 to represent me***." Prior to signing the contract, Thompson asked Reske whether she would have to pay the attorneyfee twice because Ambrose & Cushing was included on the form. Reske explained to her that theFirm was included on the contract because he was the Firm's employee. Thompson told Reskethat she wanted him to handle the case. Thompson was agreeable, however, to an attorney fromthe Firm stepping in if needed. Thompson believed that if Reske left the Firm, he could take thecase with him and he would still be her attorney.

Thompson further testified that after Sean had his electrocution accident, she hired Resketo handle the wrongful death case. Thompson again signed a contract which provided: "I herebyretain and employ AMBROSE & CUSHING, P.C., and Robert P. Reske, attorneys with offices at221 North LaSalle Street, Suite 1748, Chicago, Illinois 60601 to represent me***."

Sometime in December 2001, Thompson went to the Firm's office to pick up a settlementcheck for the bicycle case. When she arrived, she was asked by Cushing if Ted Dymanus was theperson who had recommended Reske to her. She said yes. Cushing informed her that since TedDymanus was the referring attorney, Cushing was going to handle the wrongful death case. Asshe was leaving the Firm, Thompson told Reske that if he was not going to be her attorney, shewas going to hire another firm. When Thompson later phoned the Firm to speak with Reske, shewas told he no longer worked for the Firm.

Thompson testified that in January 2002, someone from the Firm (either Cushing orAmbrose) came out to her house. Thompson's impression was that this individual was asking herto fire Reske and hire the Firm. Thompson told the individual that she wanted to be representedby Reske. Sometime thereafter, Thompson sent a letter to the Firm, which stated:

"It is our understanding that Bob Reske is no longer associated with yourlaw firm. Mr. Reske is the attorney we hired to represent us in our law suit. Wewant him to continue representing us in our lawsuits. Therefore we are firing thelaw firm of Ambrose & Cushing.

Please do whatever has to be done for you to withdraw as my attorneys,for Bob Reske to continue representing us and to immediately deliver our file tohim.

We do not want to have any further communication with you."

The Firm attempted to contact her but she did not return the calls.

John Cushing testified that he is a partner in the Firm. Cushing testified that the Firmconsists of himself, John Ambrose and a few associates. Cushing testified regarding hisrelationship with Reske. Sometime in the mid-1980s, while Reske was working for the City ofChicago, Reske began working with the Firm on cases that Reske brought to the Firm. At thattime, the cases were filed over the Firm's name and Reske would do some of the work on thecase. The Firm handled the expenses out of pocket. Reske would come to the Firm about once aweek and discuss what needed to be done on a particular case. All the work was shared betweenthe Firm and Reske. When the cases settled, the Firm received two-thirds of the fee and Reskereceived one-third of the fee.

Cushing testified that in 1997, the Firm opened up its offices to Reske. The Firm providedReske with a secretary and an office. The Firm paid Reske a salary, paid various association dueson his behalf, and paid his attorney registration fees. The Firm also reimbursed Reske for healthinsurance. In addition, the Firm paid all the expenses on its cases and on cases brought in byReske. Reske worked on both the Firm's cases and his own. Cushing testified that with respectto cases brought in by Reske, the relationship between the Firm and Reske never changed. According to Cushing, Reske was both an employee and a venture partner.

Cushing testified that during the time Reske was an employee, the office would meetregularly to discuss cases. With respect to Reske's cases, Cushing, Ambrose and Reske wouldmeet to discuss all aspects of the cases, including expenses, potential experts, potential claims,target defendants, and insurance coverage. Cushing stated that they all shared in the decision onhow much money to spend on a particular case.

Cushing stated that the Firm has three different contingency contracts: one contract retainsthe Firm exclusively; one contract retains the Firm exclusively but identifies the referring attorney;and one contract retains the Firm and Reske jointly.

On cross-examination, Cushing agreed that if Reske left the firm, the client had thefreedom to go with Reske. However, Cushing denied that the Firm had an agreement with Reskethat should a client leave with Reske, Reske's only obligation was to pay the costs of the file. Cushing also denied telling Kohniak, in December 2001, that Reske no longer had control of theThompson files or that Reske would not be receiving attorney fees on the files.

Reske testified next. Reske's testimony was consistent with the allegations in his verifiedcomplaint, and with the testimony of Kohniak and Thompson.

On September 24, 2003, the trial court issued its memorandum opinion and order findingthat "[t]he [F]irm's contention that they had an oral joint venture agreement is not supported bythe evidence." The trial court stated:

"The evidence illustrates that although the parties intended to associatewith one another for the purpose of jointly representing the Thompsons, whenReske was a member of the [F]irm, the [F]irm cannot illustrate by a preponderanceof the evidence as to what is more probably true than not, that the relationship wasto continue after Reske left the [F]irm and the [F]irm was discharged as attorneysfor the Thompsons. Although at the time of the initial representation of theThompsons, there may have been a community of interest in the purpose of thejoint association. The right of each party to direct and govern the policy andconduct of the other members did not exist. Reske was an employee of the [F]irmand they had the ultimate right to direct the policy and conduct of the file. Therereally was not the right of joint control and management because Reske as anemployee had to follow the policies of the [F]irm and the directions of hissuperiors. Based on the evidence presented, the Court cannot find that it is moreprobably true than not that any agreement existed after the [F]irm was terminatedby the Thompson and, as a result, the [F]irm is entitled only to quantum meruit."

The Firm now appeals.

ANALYSIS

The issue before the court on appeal is whether the trial court was correct in holding thatthe discharge of the Firm prior to settlement relieved Reske of his fee sharing obligation under hisagreement with the Firm.

Reske argued in his petition for adjudication of attorney lien, and argues now before us,that the Firm is entitled to only a quantum meruit award because it was discharged by Thompson. It is well-settled that a client may discharge her attorney at any time, with or without cause. Rhoades v. Norfolk & Western Ry. Co., 78 Ill. 2d 217, 227-28, 399 N.E.2d 969, 974 (1979);Much Shelist Freed Denenberg & Ament, P.C. v. Lison, 297 Ill. App. 3d 375, 378, 696 N.E.2d1196, 1199 (1998). When a client fires her attorney, the contingent fee contract ceases to exist,and the contingency term is no longer operative. In re Estate of Callahan, 144 Ill. 2d 32, 40, 578N.E.2d 985, 988 (1991); Much Shelist Freed Denenberg & Ament, P.C., 297 Ill. App. 3d at 379,696 N.E.2d at 1199. Nevertheless, a discharged attorney may be compensated for the servicesrendered before the discharge on a quantum meruit basis. Rhoades, 78 Ill. 2d at 230, 399 N.E.2dat 974-75; Much Shelist Freed Denenberg & Ament, P.C., 297 Ill. App. 3d at 378-81, 696 N.E.2dat 1199-1201. In quantum meruit recovery, the former client is liable for the reasonable value ofthe services received during the attorney's employment. Callahan, 144 Ill. 2d at 41, 578 N.E.2d at989; Much Shelist Freed Denenberg & Ament, P.C., 297 Ill. App. 3d at 379, 696 N.E.2d at 1199. Notwithstanding the foregoing, the Firm argues it is entitled to a two-thirds award. TheFirm bases its claim to fees on its relationship with Reske. The Firm contends that its relationshipwith Reske was that of a joint venture. According to the Firm, if we were to find that it hadengaged in a joint venture with Reske, its entitlement to fees would be governed by the same legalrules that govern partnerships. According to the Firm, the rule restricting a discharged attorneyfrom recovering a contingent fee does not apply to partnerships and, therefore, does not apply toa joint venture. For the reasons discussed below, we reject the conclusion urged by the Firm.

The Uniform Partnership Act provides that the dissolution of a partnership is the change inthe relation of the partners caused by any partner ceasing to be associated in the carrying on asdistinguished from the winding up of the business. 805 ILCS 205/29 (West 2000). Upondissolution, the partnership is not terminated, but rather continues until the winding up ofpartnership affairs is completed. 805 ILCS 205/30 (West 2000). The Firm contends that based onpartnership law, the fact that Thompson discharged the Firm has no effect on its agreement withReske because the joint venture continued notwithstanding its dissolution.

The trial court agreed that the Firm's right to an award of two-thirds of the attorney feeshinged on whether the Firm and Reske had entered into a joint venture but found that no suchjoint venture was established. While we concur with the overall result reached by the court, wedisagree with the court's conclusion that there was no joint venture between the Firm and Reskeand we also disagree with the Firm's assertion that had there been a joint venture this would haveentitled it to a two-thirds award based on the application of partnership principles.

A joint venture is defined as "an association of two or more persons to carry out a singleenterprise for profit." In re Johnson, 133 Ill. 2d 516, 525-26, 552 N.E.2d 703, 707 (1989). "[G]enerally speaking, it may be said that practically the only distinction between the two [a jointventure and a partnership] is that the former relates to a single specific enterprise or transaction,while the latter relates to a general business of a particular kind." Harmon v. Martin, 395 Ill. 595,612, 71 N.E.2d 74, 83 (1947). "A formal agreement is not essential to establish a joint venture." Fitchie v. Yurko, 212 Ill. App. 3d 216, 227, 570 N.E.2d 892, 900 (1991). The existence of ajoint venture may be inferred from circumstances demonstrating that the parties in fact enteredinto a joint venture. O'Brien v. Cacciatore, 227 Ill. App. 3d 836, 843, 591 N.E.2d 1384, 1389 (1992). The intent of the parties is the most significant element to be considered. O'Brien, 227Ill. App. 3d at 843, 591 N.E.2d at 1389. Whether a joint venture exists is a question for the trierof fact, and the trial court's determination will only be reversed when it is contrary to the manifestweight of the evidence. Riverdale Bank v. Papastratakos, 266 Ill. App. 3d 31, 39, 639 N.E.2d219, 225 (1994).

In its memorandum opinion and order, the trial court considered the following fourelements in determining whether a joint venture existed between the Firm and Reske: (1) acommunity of interest in the purpose of the joint association; (2) a right of each member to directand govern the policy of conduct of the other members; (3) a right to joint control andmanagement of the property used in the enterprise; and (4) a sharing in both profit and losses citing to Kaporovskiy v. Grecian Delight Foods, Inc., 338 Ill. App. 3d 206, 787 N.E.2d 268(2003), Herst v. Chark, 219 Ill. App. 3d 690, 579 N.E.2d 990 (1991), Behr v. Club Med, Inc.,190 Ill. App. 3d 396, 546 N.E.2d 751 (1989), Barton v. Evanston Hospital, 159 Ill. App. 3d 970,513 N.E.2d 65 (1987), and Clapp v. JMK/Skewer, Inc., 137 Ill. App. 3d 469, 484 N.E.2d 918(1985).⁽¹⁾

After considering these elements, the trial court held that "[t]he [F]irm's contention thatthey had an oral joint venture agreement is not supported by the evidence." The trial court stated:

"The evidence illustrates that although the parties intended to associatewith one another for the purpose of jointly representing the Thompsons, whenReske was a member of the [F]irm, the [F]irm cannot illustrate by a preponderanceof the evidence as to what is more probably true than not, that the relationship wasto continue after Reske left the [F]irm and the [F]irm was discharged as attorneysfor the Thompsons. Although at the time of the initial representation of theThompsons, there may have been a community of interest in the purpose of thejoint association. The right of each party to direct and govern the policy andconduct of the other members did not exist. Reske was an employee of the [F]irmand they had the ultimate right to direct the policy and conduct of the file. Therereally was not the right of joint control and management because Reske as anemployee had to follow the policies of the [F]irm and the directions of hissuperiors. Based on the evidence presented, the Court cannot find that it is moreprobably true than not that any agreement existed after the [F]irm was terminatedby the Thompson and, as a result, the [F]irm is entitled only to quantum meruit."

We now review each element in turn.

With respect to the first element, it is clear from the court's opinion that the court foundthat Reske and the Firm "intended to associate" and that they shared a "community of interest"with respect to the Thompson wrongful death case. Given the facts of this case, where a law firmand an attorney are named on a contingent fee contract to represent a client, it would be difficult,if not impossible, to conclude that the parties did not intend to associate or did not share acommunity of interest with respect to that client. Thus, there is no question that the first elementis met.

With respect to the second and third elements (i.e., whether there was a right of eachparty to direct and govern the policy and conduct of the other members and whether there was aright of joint control and management), we conclude that the trial court's finding that theseelements were not present was against the manifest weight of the evidence. The Firm and Reskepresented Thompson with a contingent fee contract that provided in part: "I hereby retain andemploy AMBROSE & CUSHING, P.C., and Robert P. Reske, attorneys with offices at 221North LaSalle Street, Suite 1748, Chicago, Illinois 60601 to represent me***." WhenThompson signed this contingent fee agreement, she vested both the Firm and Reske withauthority to "represent [her] for the purpose of prosecuting or settling all claims" and "to incurreasonable expenses in connection with the settlement or prosecution of th[e] claim." Based onthe contingent fee agreement alone, the Firm and Reske shared a right to direct and govern thepolicy and conduct of the other members as well as a right to joint control and management withrespect to the Thompson wrongful death case. There was also testimony presented that requiresthis conclusion. Cushing testified that with respect to the cases Reske brought to the Firm,Cushing, Ambrose and Reske would meet to discuss all aspects of the cases, including expenses,potential experts, potential claims, target defendants, and insurance coverage. Cushing stated thatthey all shared in the decision on how much money to spend on a particular case. Cushingcharacterized it as a "group approach." No one had "absolute control." We reject Reske'sargument that because he was an employee, the Firm "had the ultimate right to direct the policyand conduct of the file [and that] [t]here really was not the joint control and management." Thisstatement is contradicted by his statement in his verified petition that he "was the only attorneywho did any legal work on the [Thompson case] and made all legal decisions regarding thehandling of [the] file." Reske cannot argue that the Firm had the right to direct the policy andconduct of the file while at the same time assert that he made all the legal decisions regarding thehandling of the file.

The fact that Reske was ultimately hired by the Firm as an employee should have nobearing on whether he and the Firm were joint venturers with respect to the Thompson wrongfuldeath case. At the time he was hired, there is no dispute that his status as an employee withrespect to the general business of the Firm was overtly disassociated from his status with respectto the cases that Reske himself brought in the Firm. As noted, Reske's relationship with the Firmcommenced in 1986, long before he became an employee, with respect to Reske's private clients. While no written agreement or contract was ever entered into between the parties, Cushingmaintained that from 1986 to 1997 the Firm provided Reske with office space, clerical and legalassistance, and financial backing in exchange for two-thirds share of any profits generated on anyof Reske's cases. In 1997, Reske entered into an employment agreement with the Firm, whichcontinued through December 2001, pursuant to which he received $66,000 per year in salary towork on the Firm's files. With respect to clients he brought to the Firm, Reske continued underhis preexisting arrangement to receive one-third of the attorney fees generated and the Firmcontinued to receive two-thirds of the attorney fees generated; the original agreement did notchange. There is no evidence leading to a conclusion that the preexisting relationship betweenReske and the Firm with respect to cases Reske brought into the Firm was modified in anyrespects after he became a salaried employee in 1997. Furthermore, the contingent fee contractsigned by Thompson names both the Firm and Reske. This conclusion is bolstered by the factthat the Firm has three different contingency contracts: one contract retains the Firm exclusively;one contract retains the Firm exclusively but identifies the referring attorney; and one contractretains the Firm and Reske jointly. Arguably, if Reske's status was merely that of an employee, itwould be anomalous to name him separately in the contingent fee agreement apart from the Firm. Thus, to the extent the court relied on Reske's status as an employee to determine whether theFirm could prove the elements of a joint venture, we believe the court's analysis to be flawed.

There is also evidence present to satisfy the fourth element cited by the trial court (but notaddressed in its order), "a sharing in profit and losses." The Firm and Reske had an agreement tosplit the attorney fees on cases brought in by Reske, including the Thompson wrongful death case. In addition, both parties shared in a loss if there was no recovery; the Firm lost any expenses paidand Reske lost the time invested in the case.

A case can be made further that with respect to lawyers and clients, the key factor toconsider in determining the existence of a joint venture is whether the client named each of herattorneys in the initial contingent fee agreement. Having done so, they are deemed to be in a jointventure with respect to that transaction without necessitating any further analysis as to theexistence of the four elements upon which the trial court relied. See In re Johnson, 133 Ill. 2d516, 552 N.E.2d 703 (1989). In Johnson, our supreme court addressed whether a joint venturerelationship arises between an attorney and a law firm whom the client retained to jointlyrepresent his case. There, attorney Johnson agreed to represent the plaintiff in connection with aclaim on a disability insurance policy. Johnson, 133 Ill. 2d at 521, 552 N.E.2d at 705. Johnsonasked Moore, another attorney, to join him in representing the plaintiff. The plaintiff entered intoa written contingent fee retainer agreement whereby he jointly retained Johnson and Moore's lawfirm, Kelly & Moore, on a one-third contingency basis. Johnson and the law firm orally agreed toa one-half division of the attorney fee. The case subsequently settled, with Johnson receiving asettlement check in the names of Johnson, the plaintiff and Kelly & Moore. Johnson laternegotiated the check in his own name and in the name of Kelly & Moore. Johnson, 133 Ill. 2d at524, 552 N.E.2d at 707. On review, the court addressed the issue of whether Johnson'srelationship with Kelly & Moore vested him with implicit authority to negotiate the settlementcheck in their name despite lacking express authority to so act. Johnson, 133 Ill. 2d at 524-28,552 N.E.2d at 707-08. The court stated:

"Although the precise issue has not been previously addressed by thiscourt, it appears well accepted in other jurisdictions that where lawyers betweenwhom no general partnership relation exists jointly undertake to represent a clientin a case, they may be regarded as joint venturers *** for the particulartransaction. [Citations.] 'Thus, where an attorney retained on a contingent fee toprosecute a claim engages another lawyer to assist in the litigation, upon anagreement to share the fee in case of success, otherwise to receive nothing, theybecome joint venturers.' [Citations.] We accept this characterization of therelationship between two attorneys, like [Johnson] and the firm of Kelly & Moorein the present case, jointly representing a client on a contingent fee basis. Thiscourt has defined a joint venture as an association of two or more persons to carryout a single enterprise for profit. [Citations.] This definition aptly characterizesthe relationship between the respondent and the firm of Kelly & Moore withregard to the representation of [the plaintiff]." In re Johnson, 133 Ill. 2d at 525-26, 552 N.E.2d at 707.

After concluding that the relationship between Johnson and the law firm of Kelly & Moore wasthat of joint venturers, the court applied partnership principles and held that the parties'relationship vested Johnson with implicit authority to endorse the settlement check in the name ofKelly & Moore. Johnson, 133 Ill. 2d at 526-27, 552 N.E.2d at 707-08.

Although in a different context, Johnson unequivocally holds that where two attorneysjointly represent a client on a contingent-fee basis, the relationship between the two attorneys isthat of joint venturers. Johnson, 133 Ill. 2d at 525-26, 552 N.E.2d at 707-08. Here, as inJohnson, we are faced with "a single enterprise with a specific and singular purpose - therepresentation of a client." Johnson, 133 Ill. 2d at 527, 552 N.E.2d at 708. Arguably, in such asituation, there is no need to prove any of the elements cited by the trial court to prove a jointventure because the supreme court implicitly determined that such a relationship meets therequirement of a joint venture.

However, even though we have determined that Reske and the Firm were acting in alllikelihood as joint venturers, that finding is not dispositive on the issue of the Firm's entitlement totwo-thirds of the attorney fees. Rather, we must next determine whether a client who dischargesa co-venturer nevertheless remains liable to pay that discharged attorney his contingent fee. TheFirm contends that if we conclude that it entered into a joint venture with Reske, partnershipprinciples apply and based on those principles, it is entitled to two-thirds share of the attorneyfees. The Firm bases its argument almost exclusively on Ellerby v. Spiezer, 138 Ill. App. 3d 77,485 N.E.2d 413 (1985). While we do not reject Ellerby, it is not applicable here because, as willbe more fully discussed below, the policy considerations that govern the dissolution of apartnership do not have comparable application to a joint venture.

In Ellerby, a law partnership dissolved. Ellerby, 138 Ill. App. 3d at 79, 485 N.E.2d at415. Ellerby, one of the partners, filed a complaint for an accounting. The dispute concerned thedistribution of profits from contingent fee cases pending at the time of the dissolution. Ellerby,138 Ill. App. 3d at 79, 485 N.E.2d at 415. Spiezer, one of Ellerby's partners, argued on appealthat with respect to certain partnership contingent fee cases, the clients had discharged thepartnership and retained him individually after the dissolution, thereby entitling him to the entirefees from those cases. Ellerby, 138 Ill. App. 3d at 81, 485 N.E.2d at 416. To resolve the issue ofwhether Speizer was entitled to the entire fee, the court turned to the provisions of the UniformPartnership Act. The court noted that under the Uniform Partnership Act, the partnership'sdissolution did not terminate its contractual relations with its clients and, therefore, the pendingcontingent fee cases remained "affairs of the partnership" which required winding up. Ellerby,138 Ill. App. 3d at 81, 485 N.E.2d at 416. The court reasoned that, as a result, the fees fromthose cases were assets of the partnership to be distributed under the provisions of the UniformPartnership Act. Ellerby, 138 Ill. App. 3d at 81, 485 N.E.2d at 416.

The court was "unimpressed" with and rejected Spiezer's contention that the clients haddischarged the partnership and hired him individually. Ellerby, 138 Ill. App. 3d at 81, 485 N.E.2dat 416. The court held that the under the Uniform Partnership Act, because the contingent feecases were "unfinished business" of the partnership at the time of dissolution, Spiezer, as a partnerof the dissolved partnership, was not entitled to take any action with respect to the unfinishedbusiness leading to purely personal gain, such as having the client discharge the partnership andhire him individually. Ellerby, 138 Ill. App. 3d at 81-82, 485 N.E.2d at 416-17. The court citedpolicy concerns for rejecting Spiezer's contention that when the clients fired the dissolvedpartnership, the contingency contracts ceased to be assets of the dissolved partnership. The courtstated:

"[T]he holding Spiezer suggests would encourage partners of a lawpartnership facing dissolution to make attempts to convince clients with caseshaving the most lucrative potential to hire them individually and discharge thepartnership. This sort of case-chasing by attorneys should not be encouraged. Moreover, it places the clients of the dissolved law partnership precisely wherethey should not be placed; in the middle of a dispute among the partners overmoney." Ellerby, 138 Ill. App. 3d at 82, 485 N.E.2d at 417.

The court further stated:

"It is true that a client has the right to discharge his attorney at will.[Citation.] This, however, does not require the result Spiezer seeks. The clients ofthe partnership were free to be represented by any member of the dissolvedpartnership or by other attorneys of their choice. This right of the client is distinctfrom and does not conflict with the rights and duties of the partners betweenthemselves with respect to profits from unfinished partnership business since, oncethe fee is paid to an attorney, it is of no concern to the client how the fee isdistributed among the attorney and his partners. [Citation.] This does not result inimproper fee splitting, as suggested by Spiezer, since, as we already noted, thepartnership continues until the winding up of the partnership affairs has beencompleted, and it is perfectly proper for law partners to split fees amongthemselves. [Citation.]" Ellerby, 138 Ill. App. 3d at 81, 485 N.E.2d at 416.

The Firm argues that based on Ellerby, the contingency fee on the Thompson wrongful death caseremained an asset of the joint venture, notwithstanding the Firm's discharge by the Thompsons. We disagree.

Although joint ventures and partnerships are treated as similar under general partnershipprinciples (see Johnson, 133 Ill. 2d at 526-27, 552 N.E.2d at 707-08), the policy considerationsarticulated in Ellerby with respect to allocation of attorney fees upon dissolution of a partnershipneed not be applied to the dissolution of a joint venture. The controlling rule that the discharge ofan attorney releases a client from his contingency fee obligations was not followed in Ellerbybecause of countervailing concerns to protect the winding down process of a partnership bypreventing rapacious competition among the members of a law partnership in attempting toexpropriate its clients each for themselves. See Ellerby, 138 Ill. App. 3d at 82, 485 N.E.2d at416-17. This concern and resultant policy-driven conclusion in Ellerby need not be extended tothe dissolution of a joint venture. While a law partnership involves multiple clients and amultitude of other intertwining business relationships among the dissolving partners, a jointventure relates to a single specific enterprise or transaction. See Harmon, 395 Ill. at 612, 71N.E.2d at 83 (stating that a joint venture "relates to a single specific enterprise or transaction"while a partnership "relates to a general business of a particular kind"). In effect, as previouslystated, the joint venture among lawyers generally arises by virtue of both having been retained bya single client to represent him or her rather than by a prearranged agreement among the lawyersthemselves. See Johnson, 133 Ill. 2d at 521-26; 552 N.E.2d at 705-08. Consequently, thedissolution of such a joint venture would be relatively simple and limited to the business of thatsingle client. Under such circumstances, there would be no compelling reason to intervene in theclient's right to discharge one attorney while retaining the other. The rationale articulated inEllerby that the sharing of the contingent fee as between the attorneys does not "conflict" with theclient's rights to fire any single one of his or her attorneys is not entirely correct. If an attorneyremains obligated upon his retention to share his fee with the discharged attorney, that mayultimately compel the client to commit additional percentages of his recovery to fully compensatehis retained attorney now that the other attorney is by reason of his discharge no longer available to share the labor and time expenditure involved in providing adequate representation. Thus, thepolicy in Ellerby should not be extended unnecessarily to a joint venture simply to protect thewinding down process of a joint venture involving a single client.

Further, we also note that the Firm would be precluded from receiving a percentage-basedfee under its fee sharing agreement with Reske under Rule 1.5(f) of the Illinois Rules ofProfessional Conduct (134 Ill. 2d R. 1.5(f)).

Rule 1.5(f) provides, in pertinent part:

"(f) *** [A] lawyer shall not divide a fee for legal services with anotherlawyer who is not in the same firm, unless the client consents to employment of theother lawyer by signing a writing which discloses:

(1) that a division of fees will be made;

(2) the basis upon which the division will be made, including theeconomic benefit to be received by the other lawyer as a result of thedivision; and

(3) the responsibility to be assumed by the other lawyer forperformance of the legal services in question." 134 Ill. 2d R. 1.5(f).

Our finding that the Firm and Reske engaged in a joint venture with respect to theThompson wrongful death case hinged on our conclusion, as urged by the Firm, that Reske inrepresenting the Thompsons was acting as a co-venturer rather than as an employee of the Firm. Consequently, both Reske and the Firm would be subject to the requirements of Rule 1.5(f) thatwhen lawyers entered into a fee-sharing arrangement, they must disclose the terms of the feesharing arrangement and obtain the clients' consent thereto in a written agreement. Thecontingent fee agreement in this case does not disclose the terms of the oral fee-sharingarrangement among the co-venturers and hence does not comply with the disclosure requirementsof Rule 1.5(f), which must be strictly enforced. See, e.g., In re Spak, 188 Ill. 2d 53, 66-67, 719N.E.2d 747, 754-55 (1999) (holding that there is no exception to Rule 1.5(c) of the Rules ofProfessional Conduct, which requires that a contingent fee contract be in writing even where theclient knew of the fee terms from the outset and the client herself confirmed the terms in writing). The Rules of Professional Conduct apply to all claims for fee sharing, regardless of whether theclaim is asserted against the client or another attorney. Hofreiter v. Leigh, 124 Ill. App. 3d 1052,1055, 465 N.E.2d 110, 112-13 (1984) (applying Rule 2-107 of the Rules of ProfessionalResponsibility (87 Ill. 2d R. 2-107), the predecessor to Rule 1.5, to a dispute between co-counselover fees where one attorney was fired by client prior to settlement). Thus, the Firm and Reske'sfailure to comply with Rule 1.5(f) precludes enforcement of any oral fee-sharing agreement.

For the foregoing reasons, the judgment of the trial court in favor of Reske is affirmed.

Affirmed.

McBRIDE and O'MALLEY, JJ., concur.

1. Other cases state that the elements to be considered in determining whether the partiesintended a joint venture are: (1) an express or implied agreement to carry on an enterprise, (2) amanifestation of intent by the parties to be associated as joint venturers, (3) a joint interest, asreflected in the contribution of property, finances, effort, skill or knowledge by each party to thejoint venture, (4) a measure of proprietorship or joint control of the enterprise; and (5) a provisionfor the sharing of profits or losses. See, e.g., Yokel v. Hite, 348 Ill. App. 3d 703, 709, 809 N.E.2d721, 727 (2004); O'Brien, 227 Ill. App. 3d at 843, 591 N.E.2d at 1389; Fitchie, 212 Ill. App. 3dat 227, 570 N.E.2d at 900.