Fee Attorneys and Ethical Considerations

©John F. Rothermel, III

This talk is based in part on a seminar produced by the Maguire Center for Ethics at Southern Methodist University in February, 1998. It is based in part on the author's 20+ years experience in the Texas title insurance industry. Finally, the author acknowledges the invaluable assistance of Bert M. Massey, Massey, Shaw & West, Brownwood Texas and D. Diane Dillard of Dillard, LeBarron & Brashier, L.L.P., Houston both of whom have presented papers on this topic to the Texas Land Title Institute.

Ethics in the title insurance industry:

Title insurance in Texas is part of the most highly regulated insurance business in the United States. Title insurance has been regulated since the 1920s. The Texas Insurance Department promulgates all rates, rules and forms. Each title insurance company and title insurance agency and each escrow officer receives a license from the insurance department. The license is based, in part, on the understanding that the companies and escrow officers will follow the rules. The Legislature has given enforcement powers to the Insurance Department to insure that the laws and the rules and regulations are followed.

Daily Life:

You are in your office. Refinance transactions are eating up your time; keeping you from more productive work. You would like to turn all of the requests away but don't want to offend your lender clients. It comes to you that an alternative would be to simply refuse to give the R-8 credit. The borrowers don't know it's available anyway. The lender won't care. Everyone gets better service and you get paid. Question: Is your decision ethical?

To answer that question, we need first to examine the way contracts and ethics came into being.

Contract History

Recently, the law has changed from enforcing agreements to requiring payment for breach of agreements. Originally, our legal system and our thoughts were that a person, who entered into a contract, voluntarily and knowingly, was bound to honor the contract. The courts or the regulatory body would then hold him to fulfilling it. Now, it seems that the law has swung to the theory that rather than enforcing a contract, the court should simply arbitrate the amount of damages (in the TDI case, the amount of penalty) the offending party should pay.

The concept of contracts and then regulation arose from the practices of trading. A trade occurs when A says to B, "I'll give you my cow for 8 of your chickens". But, a trade isn't a contract. A contract requires a future action. "I'll give you a cow today, if you?ll give me 8 chickens in 6 weeks". In our case, we say, "If you will pay me the premium today, I'll insure you for the life of the loan that your lien is good or for your ownership of the land that your title is good".

When voluntary agreements for future actions (read: contracts) became common, thoughts about these agreements led to social contract theory. The social contract theory states that each person gives up some of his freedom to do anything he wants in return for every other person's similar agreement. In our case, we have given up our rights to charge whatever we want for our services for the security of a standard set of rates, rules and forms.

Moral v. Legal Standards

Why is there a moral obligation to perform? Why should the law seek to enforce these promises? Here are some examples:

Wayfaring seaman-- fell ill, father promised to pay for expenses, reneged. Is father liable? Held, no. Expenses were incurred with no expectation of payment. So, no consideration for the promise. Maybe a moral duty, but not a legal one.

Other realm -- God said to fulfill contracts. Islamic law says this. Religious basis not found in Christian faith. Jewish tradition is that God makes a promise but expects action in return.

Landowner--hired workers at different times; then paid them the same. Jesus' take: first will be last and the last first. Law: contract was honored by the landowner.

Why is a promise a legal issue? In the 1700's, political thinkers devised the social contract theory to explain that each person gives up a portion of their individual freedom in order live in peace and harmony with his neighbor. And, that the government has only the powers given to it to enforce the peace and harmony of its people. Thus, the SocialContract says that society has right to enforce contracts to keep the peace. Law may not impose same result as religious ethics. But, it is important in real life to be able to predict outcome of similar situations.

Many current scholars of ethics contend contract negotiations should not be done in an adversarial way. These scholars believe both sides to a contract have the obligation if not a duty to fairly explain their side and to point out the weaknesses in the other side's position. In this context, the attorney would no longer be responsible for his client's partisan interests and would be accountable morally for both the means and the ends of the contract as well as its being legal. The other side of this argument is that the parties are responsible for making their own deals. No one else should be responsible for making them. This debate is much like that between the liberals and the conservatives in politics and economics.

In the context of the title industry question first posed, is it the responsibility of the title company to give a credit because the rule is there? Or, is it the responsibility of the customer to find out what the rules are?

In an adversarial system, the inclination is to say that unless the customer requests a credit, the company shouldn't give one. On the other hand, the generally accepted position in a regulated industry such as the Texas title insurance industry is that if a credit is available, then it should be given.

A licensee of the state has a public trust. We are given the opportunity to make money within a system designed to provide a reasonable, if small, profit. Few other businesses operate with the assurance that a profit is possible, even if not everyone will make one. Thus, the public has the right to expect that the title company will make available every credit to which a person is entitled.

Cases of ethics sometimes run counter to our sense of morality. What may be proven ethical at the courthouse, may appear to be silly, even offensive, outside the legal arena. For example, let's say you are negotiating a sale, a new partner or investor. The new investor asks for information your company. You ask for financial information about him. The information you receive from your investor's attorney is wrong. You make the deal. Some months later the deal goes south. You find out that when your investor gave the information to his attorney, the attorney knew from other situations that the information was false. He gave it to your anyway. Can you sue the attorney?

Using common sense, the answer might well be yes. The attorney knowingly provided false information that misleads you into making a bad business deal. However, at least one court has held to the contrary. In the case of Shatz v. Rosenberg the court held that an attorney has no duty to other side. Including no duty to tell the truth. Doesn't this opinion run counter to your common sense?

Yet, there is some basis for this type of decision. Both sides know that each will withhold information such as their walk away price. But, is there a place where parties can trust each other? If both know you're lying, is it lying? Wasn't this the argument used by so many builders for lying on bills paid affidavits? Only with the change in the law in the 1997 legislature did lying on an affidavit become a separate offense, one subject to a $4000 fine and time in jail with no community supervision. In other words, the Legislature changed the equation: The title company has the right to think the builder won't lie. So, if the information isn't true, it is a lie.

True but misleading statements are O.K. if the other side has no right to have that information. Exaggeration is O.K. unless a reasonably knowledgeable person wouldn't know it wasn't true.

Contracts as Relationships

If aim of a contract is to create a relationship, no lies should be allowed. A contract is the start of a relationship, not the end. While so true in the case of the title insurance transaction, this statement is not as true in the case of the real estate contract. In the typical real estate deal, the seller has property and wants money. The buyer has money and wants the property. After the contract is closed and the seller has the money and the buyer has the land, the relationship is pretty much at an end.

Contrast this with the title insurance contract. The buyer has money and wants the property. After the contract is closed and the seller has the money and the buyer has the land, the relationship between the buyer/insured and the title company has really just begun. Both parties have the right to believe that the contract was closed according to its terms. Both parties have the right to know that the money each spent went where it was directed to go.

Additionally, the buyer -- now the insured - has a long-term relationship with the title insurer whose policy was issued. Long term because the policy is good for as long as the buyer or his heirs own the property or are liable under warranties after sale. The coverage could last for 100 years! All for a one time premium, as low as a fraction of 1% of the sales price. All in all, title insurance is a good deal. We exist because we work to reduce or eliminate risk, and spread the remaining risk across many policies. If the buyer's title is challenged, the title insurer will provide a defense and ultimately pay the insured's loss if loss is proven.

Efficient Breach Theory

Should courts attempt to make moral decisions about why the person breached the contract? Efficient breach is not favored by people who believe that contracts have a moral underpinning. Efficient breach is as the person breaching the contract doing so deliberately as long as the damages of the aggrieved are paid and the breacher makes more money. Title insurance example: A very large, very regular customer comes to you. Customer is putting together a deal to sell a part of a larger tract you closed and insured within the past 2 years. To make the deal with his buyer, he needs to bring the price of the land down by $25,000. He wants you to give him a $25,000 owner policy credit. Of course, Texas has no Owner Policy reissue rate. You will make $500,000 in premiums on this deal. You made $350,000 in premiums on the other deal. You know that if this deal comes to the attention of the Texas Insurance Department, you will likely be fined $25,000. Do you give the credit?

If you follow the theory of the efficient breach, you would never look back. Of course you give the credit. You might spend $50,000 to make $450,000. You already made $350,00. Who loses? The customer makes his deal, and makes his money. The buyer gets the property at his price. You get plenty enough money. No other title company had a real shot at the business. Who can be hurt?

I submit to you that everyone is hurt. The public is hurt because the parties and you will have abused the public trust given to you by your license. The public is hurt because the integrity of the entire rate making system is called into question. The competition is hurt because they follow the rules and will never have a chance at this business. Ultimately, your reputation with the regulatory body is hurt because you voluntarily violated a known rule.

All agreements are not promises. But, the moralist theory is that all contracts are promises. Efficient breach theory is that no contracts are promises. Both positions are probably wrong.

A special relationship can be created, thus creating a trust to which a moral liability can attach. This is the situation in the regulated title business. Because of our special relationship with the state and with the public because of our licensing, we are given a position of trust. Knowingly violating the rules is a violation of that trust.

The Attorney's Dilemma

Some situations have built in ethical dilemmas. In many places, an attorney is asked to draw a real estate contract. The same attorney also draws papers for the bank. He also owns the title company and will examine title. Does he have a conflict of interest? Is it a fatal conflict? Is there a way to solve the conflict? Has the State Bar of Texas addressed this question? The answers to these questions are: yes, no, yes, yes.

Any time an attorney represents both sides to a deal he has a potential conflict of interest. Remember, an attorney has a duty to his client to protect the client's interest. He has no duty to disclose to the other side anything. We already reviewed that case above. But, when he has a duty to both sides, a conflict is potentially there. Add to this mix the fact that the attorney will also prepare the loan documents. Now he has a duty to three parties. And, by owning the title company and examining the title, he has 4 clients all interested in the same transaction and each expecting their rights to be protected.

The conflict is not fatal because the State Bar has approved a method by which the conflict can be handled. The Bar's position is: (i) so long as the attorney recognizes the conflict(s); (ii) discloses them to all parties in writing; and (iii) gives the parties the opportunity to object to the conflict, then the conflict, while still there, is mitigated. Among the things the attorney must disclose are: (i) who he represents, (ii) what the potential is for conflict, (iii) how potential conflicts will be communicated to the parties, (iv) when the attorney will have to withdraw from representing which parties, (v) a commitment to the parties to provide full information necessary for the party to make informed decisions and (vi) states that the attorney believes that multiple party representation can effectively be given. (See Ethics Opinion 408 of the State Bar of Texas, and Ethics Rules 107-109)

Escrow Agent Ethics

Another matter with ethical considerations is the duty of the escrow agent. Texas law is clear that an escrow agent acting in the capacity of an innocent stakeholder is relieved of liability for not taking sides. In fact to maintain such status, the escrow agent must carefully and scrupulously avoid taking sides. It's even better to avoid the appearance of taking sides.

Examples of not taking sides are:

  1. paying escrow money only under written instructions
  2. telling the seller about an nsf check from the buyer
  3. depositing the earnest money
  4. obtaining and recording proper documents
  5. not telling seller that buyer had complied with contract terms when knowing he had not done so.

Texas law is also clear that when the escrow agent is following instructions he is protected from attack by the parties. For example, the title company is not responsible for telling the buyer the names of all previous owners of the property. The title company, in a title insurance transaction, is not an abstractor. The title company is a title insurance agent.

Another example is that the title company has no duty to discover or disclose title defects. If a defect is missed, the duty of a title insurance agent and the insurer is to defend title and to pay damage if title cannot be successfully defended. The measure of damage available to the insured is much, much less than an abstractor's liability for failing to disclose all possible defects.

A final warning. The title insurance company is not liable to the insured for the escrow officer's breach of the escrow agreement. Texas law distinguishes between the title company's actions as a title insurance agent for a title insurer and the title company's independent escrow business. The insurer is neither responsible for nor liable for the title company's actions outside the title insurance contract.

Maintaining Protected Status

To maintain the protected status as an innocent stakeholder, the title company and its escrow officers should insist on written closing instructions. Any money to be held post-closing should be held only under a written escrow agreement. Money should not spent unless both seller and buyer agree in writing as to how. (contrast this with paragraph 18 of the TREC contract form giving some form of limited protection to the escrow agent.) The escrow officer should not give legal advice or interpret documents. The escrow officer should not take sides in any dispute among the parties. The escrow officer should freely provide information to both parties as to the status of the contract and compliance with it.

Maintaining status as an innocent stakeholder means that if the parties can't agree what to do with escrowed money, the title company can interplead the money and receive its court costs and attorney's fees out of the escrowed money.

Failure to properly follow escrow instructions can lead to the horrific situation where the title company is accused of taking sides and perhaps even causing damages. In the worst case, the title company could even be held liable for punitive damages.

Other than the most aggressive plaintiff's attorneys, most legal scholars hold that punitive damages are appropriate only when someone is really mean or really stupid. If you follow the general guideline set out in this paper you should be neither.

Fee Attorneys

Title insurance is composed of 4 distinct parts. Search of the title. Examination of title. Closing the transaction. Policy issuance and claims handling. Attorneys, by virtue of their license to practice law can provide the legal services necessary to examine title and close transactions. An attorney who accepts the responsibility for taking on these functions can be paid a legal fee for doing so.

Examination of titleis defined (in Art. 9.02 Insurance Code) (m) as "Title Examination" means the search and examination of a title to determine the conditions of the title to be insured and to evaluate the risk to be undertaken in the issuance of a title insurance policy or other title insurance form.

Closing the transaction is defined(in Art. 9.02 Insurance Code) "Closing the Transaction" means the investigation made on behalf of a title insurance company, title insurance agent, or direct operation before the actual issuance of the title policy to determine proper execution, acknowledgment, and delivery of all conveyances, mortgage papers, and other title instruments which may be necessary to the consummation of the transaction and includes the determination that all delinquent taxes are paid, all current taxes, based on the latest available information, have been properly prorated between the purchaser and seller in the case of an owner policy, the consideration has been passed, all proceeds have been properly disbursed, a final search of the title has been made, and all necessary papers have been filed for record.

An attorney has an option when handling a portion of a title insurance transaction for which he wants to be paid out of the title insurance premium. She can choose to remain an independent attorney or she can choose to become a fee attorney. A fee attorney is generally considered to be an attorney who has chosen to part of the title insurance industry by becoming an escrow officer for the title company. The attorney puts the name of the title company on his door, his escrow (not his trust account) account is subject to audit. One benefit of opting into the title insurance system is that the escrow accounts of the attorney are entitled to receive insurance protection by virtue of the insured closing service letter issued by insurers on behalf of its agents. This form assures a lender that the escrow agent will not steal funds. Unless the attorney operates under the auspices of the title company, such letter is not available.

An escrow officer is defined (in Art. 9.02 Insurance Code) as (g) "Escrow Officer" means an attorney, or bona fide employee of either an attorney licensed as an escrow officer, bona fide employee of a direct operation, or bona fide employee of a title insurance agent whose duties include any or all of the following: (1) countersigning title insurance forms; or (2) supervising the preparation and supervising the delivery of title insurance forms; or (3) signing escrow checks; or (4) closing the transaction.

To be paid a portion of a title insurance premium, the attorney must comply with Procedural Rule P-22 which reads as follows:

P-22. Payment of a Fee for Examination and/or Closing- No payment shall be made by a Title Insurance Company, Title Insurance Agent, Escrow Officer or any employee or agent of any of them, to any Person who is not its bona-fide employee, for examination of a title and/or closing a transaction unless:

(A) Such Person is (i) a Title Insurance Company as defined in Article 9.02, Insurance Code, and qualified to do business in the State of Texas, (ii) a Title Insurance Agent as defined in Article 9.02, Insurance Code, and licensed to do business in the State of Texas by the State Board of Insurance, or (iii) an attorney at law duly licensed by the Supreme Court of Texas to practice law in the State of Texas, or (iv) any Person legally authorized to perform such services; and

(B) Such Person has performed all of the services described in P-1, paragraph f, that such Person is legally authorized to perform, and/or the examination of the title required for the issuance of a commitment for title insurance prior to the issuance of any such commitment, construction binder, policy or other contract of title insurance, to determine the condition of the title to be insured; and

(C) Timely disclosures of such payment have been made as required by Rule P-21 and Article 9.53; and

(D) Any payment made must be commensurate with the services actually performed; and

(E) The Person rendering the service shall have filed with the Company at least thirty (30) days prior to the rendering of such service a written schedule of charges normally imposed by such Person for such services (Schedule) and such Schedule shall have been agreed to and approved by the Company as being reasonable charges for such services.

However, payments to licensed title insurance agents are excluded from the requirements of this paragraph (E); and

(F) The Person rendering the service shall have presented to the Company, at or prior to the time of payment of said services, a written itemized statement or invoice which clearly sets forth in detail the actual services rendered and billed for in representing the Company in the respective settlement, closing and/or examination, and such Company verifies, in writing, that such services were actually rendered in accordance with form T-00; and

(G) In the event of collection of the title insurance premium by such Person, the entirety of such premium shall have been remitted to the Company; and

(H) No portion of the charge for the services actually rendered shall be attributable to, and no payment shall be made for the solicitation of, or as an inducement for the referral or placement of the title insurance business with the Company; and

(I) Any portion of any payment inconsistent with the requirements hereof, or any payment by the Company to any Person for the solicitation of, or as an inducement for the referral or placement of title insurance business, is deemed to be a violation of Article 9.30; and

(J) The Company shall keep written itemized statements or invoice, and the Schedule, in its official records for a period of five years and shall make such copies thereof available to the State Board of Insurance and its representatives for inspection and duplication upon request.

In the area of disclosures, it is also important to keep in mind the requirements of Procedural Rule P-21, Basic Manual, which requires disclosure be made in any commitment for title insurance as to all person or entities that will be receiving any portion of the title insurance premium. P-21 reads as follows:

P-21. Additional Requirements for Contents of Commitment for Title Insurance- Each Title Insurance Company and each Title Insurance Agent, licensed to do business in Texas, shall, in connection with the issuance of each Commitment for Title Insurance whereby a commitment is made to issue either a binder or policy of title insurance (insuring either a lien or the title to real property), add to the promulgated Commitment for Title Insurance form an additional schedule (which schedule shall be designated "Schedule D") setting forth the following:

1. As to each Commitment for Title Insurance, the issuing Title Insurance Company shall disclose:

(a) A listing of each shareholder owning or controlling, directly or indirectly, ten percent (10%) or more of the shares of the Title Insurance Company; there shall also be disclosed all individuals, partnerships, corporations, trusts or other entities owning ten percent (10%) or more, of those entities directly owning ten percent (10%), or more, of the Title Insurance Company. Such additional disclosure requirement shall not, however, apply to a publicly held company whose stock is traded on a stock exchange or in the over-the-counter market or is a part of an insurance holding company system the parent of which is so publicly held;

(b) The names of the directors of the Title Insurance Company; and

(c) The names of the president, the executive or senior vice-president, the secretary and the treasurer of the Title Insurance Company.

In connection with such disclosure, each Title Insurance Company (i) may use in such listing the officers and directors so holding each such respective office on the December 31st immediately preceding the date of such Commitment for Title Insurance, and (ii) shall furnish to each of its appointed Title Insurance Agents the above required information for such Title Insurance Agent to comply with this Paragraph 1 of this Rule P-21; and (iii) each Title Insurance Agent shall be entitled to rely upon and use the information furnished to the Title Insurance Agent by its appointing Title Insurance Company.

2. As to each Commitment for Title Insurance issued by a (i) a Title Insurance Agent, or (ii) a Title Insurance Company, where not issued by a Title Insurance Agent, the issuing Title Insurance Agent or Title Insurance Company shall disclose:

(a) A listing of each shareholder, owner, partner, or other person having, owning or controlling one percent (1%) or more of the Title Insurance Agent that will receive a portion of the premium.

(b) A listing of each shareholder, owner, partner, or other person having, owning or controlling 10 percent (10%) or more of an entity that has, owns or controls one percent (1%) or more of the Title Insurance Agent that will receive a portion of the premium.

(c) If the Agent is a corporation: (i) the name of each director of the Title Insurance Agent, and (ii) the names of the President, the Executive or Senior Vice-President, the Secretary and the Treasurer of the Title Insurance Agent.

(d) The name of any person who is not a full-time employee of the Title Insurance Agent and who receives any portion of the title insurance premium for services performed on behalf of the Title Insurance Agent in connection with the issuance of a title insurance form; and, the amount of premium that any such person shall receive. {Emphasis added}

(e) For purposes of this paragraph 2, "having, owning or controlling" includes the right to receipt of a percentage of net income, gross income, or cash flow of the Agent or entity in the percentage stated in subparagraphs (a) or (b).

3. As to each Commitment for Title Insurance, the following additional language shall be included in each Schedule D, together with all required information included within the blanks contained below:

"You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving any sum from the settlement of this transaction will be disclosed on the closing or settlement statement.

"You are further advised that the estimated title premium* is:

Owners Policy $

Mortgagee Policy $

Endorsement Charges $

Total $

Of this total amount: $_________________(or %) will be paid to the policy issuing Title Insurance Company;

$_________________(or %) will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows:

Amount To Whom For Services

$ (or %)

$ (or %)

$ (or %)

"*The estimated premium is based upon information furnished to us as of the date of this Commitment for

Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance."

Each Title Insurance Company and each Title Insurance Agency shall, prior to usage, file its proposed Schedule D form with the State Board of Insurance; in like manner each Title Insurance Company and each Title Insurance Agent shall file all amended Schedule D forms with the State Board of Insurance prior to usage.

Nothing contained in this Rule P-21 shall ever be deemed or considered to require the issuance of a Commitment for Title Insurance prior to the issuance of any policy or binder for title insurance.

Each Title Insurance Agent and Title Insurance Company may, in preparing its Schedule D, use whatever reasonable format it elects, provided that such format does not alter or delete the furnishing of the disclosures hereby required. It is the express intent of this paragraph to enable usage of electronic equipment in preparation of the required Schedule D.

Ethics of Multiple Representation

When an attorney examines title or closing the transaction and is paid a portion of the title insurance premium, the attorney represents the title company. When the attorney also is drafting papers for the lender, or the parties can he represent all of these multiple parties? The general rule is that the attorney may represent multiple parties only if the multiple representation is disclosed to all parties and all parties agree. Attached to this paper are samples of Ethics Opinion 408 of the State Bar and Texas Disciplinary Rule 107 dealing with this issue. Also attached are samples of a joint representation letter and a P-22 letter.

Conclusion".

Carrie M. Maguire is a Dallas oilman. Several years ago he funded a yearly seminar on ethics through SMU. It is appropriate to give him the final word for this talk: Good ethics is good business. Good business is ethical.



FORM: T-00 Verification of Services Rendered

Sec. V-Page 31

VERIFICATION OF SERVICES RENDERED

G. F. No.

Pursuant to the requirements of Procedural Rules P-1.o. and P-22, the undersigned representative of

__________________________(Company issuing the Policy) hereby verifies that the following services were actually rendered by

(Person and firm affiliation rendering the service)

Date(s) services rendered

Location services rendered

DETAILED DESCRIPTION OF SERVICES:

 

 

Percentage or amount of premium (remaining after remittance to the Title Insurance Company) agreed to be paid to the person rendering service:

$__________________ or __________________%

Signature of Person rendering service

 

Date

 

To Be Completed by Person Paying for Service

I, ____________________________________ agree, to the best of my knowledge, that the above description of services rendered is accurate and complete and that the amount shown paid is correct.

Signature

Date

 

 

An Example of a P-22 to letter to a title company would be as follows:

Letterhead

Date:

To: ______Title Company

Address

City, Texas Zip

Gentlemen:

I/We propose to provide the following services to you in connection with real estate transactions.

If to be paid for examination of title:

I will examine title to determine the conditions of the title to be insured and to evaluate the risk to be undertaken in the issuance of a title insurance policy or other title insurance form. I will provide such information and my opinion thereon to you in a form to be agreed to by us. My Fee will be: ____% of the premium.

If to be paid for closing the transaction:

I will close the transaction as defined by Art. 9.02 and Procedural Rule P-1 f to make a final determination of insurability. Particularly I will determine proper execution, acknowledgment and delivery of all conveyances, mortgage papers, and other title instruments which may be necessary to the consummation of the transaction and includes the determination that all delinquent taxes are paid, all current taxes, based on the latest available information, have been properly prorated between the purchaser and seller in the case of an Owner Policy, the consideration has been passed, all proceeds have been properly disbursed, a final search of the title has been made, and all necessary papers have been filed for record. For these services my fee will be _____% of the premium.

I understand that my fee is contingent upon the transaction closing and funding. You and I agree that I will owe you nothing for title examination or other services unless the transaction closes and funds.

I will use my best efforts to comply with the rules and regulations of ___ Title Company and its title insurance underwriters and those promulgated under the Basic Manual for Writing of Title Insurance in the State of Texas and with sound legal, business and underwriting principles.

If these services and my fees meet with your approval, please evidence your acceptance in the space provided below. By executing this letter agreement, we agree that I will receive no portion of a premium until 30 days after the date hereof.

Attorney

 

Agreed and accepted this ___ day of ____, ____.

________ Title Company