Office of Lawyer Regulation v. Michael G. Trewin

2014 WI 111

SUPREME COURT OF WISCONSIN
CASE NO.: 2012AP1949-D
COMPLETE TITLE: In the Matter of Disciplinary Proceedings
Against
Michael G. Trewin, Attorney at Law:

Office of Lawyer Regulation,
Complainant-Respondent,
v.
Michael G. Trewin,
Respondent-Appellant.

DISCIPLINARY PROCEEDINGS AGAINST TREWIN

OPINION FILED: October 7, 2014
SUBMITTED ON BRIEFS:
ORAL ARGUMENT: April 9, 2014

SOURCE OF APPEAL:
COURT:
COUNTY:
JUDGE:

JUSTICES:
CONCURRED:
DISSENTED:
NOT PARTICIPATING:

ATTORNEYS:
For the respondent-appellant, there were briefs and oral
argument by Michael G. Trewin, New London.

For the complainant-respondent, there was a brief and oral
argument by Julie M. Spoke of the Office of Lawyer Regulation.
 2014 WI 111
NOTICE
This opinion is subject to further
editing and modification. The final
version will appear in the bound
volume of the official reports.
No. 2012AP1949-D

STATE OF WISCONSIN : IN SUPREME COURT

In the Matter of Disciplinary Proceedings
Against Michael G. Trewin, Attorney at Law:

Office of Lawyer Regulation, FILED
Complainant-Respondent,
OCT 7, 2014
v.
Diane M. Fremgen
Clerk of Supreme Court
Michael G. Trewin,

Respondent-Appellant.

ATTORNEY disciplinary proceeding. Attorney's license

revoked.

¶1 PER CURIAM. Attorney Michael G. Trewin has appealed

from the report of the referee, Reserve Judge Robert E. Kinney,

which concluded that Attorney Trewin had committed ethical

violations as alleged in 14 counts of the Office of Lawyer

Regulation's (OLR) complaint and recommended the revocation of

Attorney Trewin's license to practice law in Wisconsin. The

referee also recommended that Attorney Trewin be ordered to pay
 No. 2012AP1949-D

the full costs of this proceeding, which were $33,145.83 as of

April 24, 2014.

¶2 Having heard oral argument and having fully reviewed

this matter, we determine that the referee was correct in

concluding, after a three-day evidentiary hearing, that Attorney

Trewin had committed 14 counts of professional misconduct. Many

of those counts of misconduct fall into the same pattern of

using knowledge of clients' financial weaknesses to take

advantage of those clients in business transactions with them.

We therefore determine that Attorney Trewin's license to

practice law in this state must be revoked. Given the disarray

in Attorney Trewin's records, we are unable to impose specific

restitution amounts in this disciplinary proceeding, although we

note that two sets of clients have pursued civil actions against

Attorney Trewin. Finally, we require Attorney Trewin to pay the

full costs of this proceeding.

¶3 Attorney Trewin was admitted to the practice of law in

Wisconsin in June 1985. He has maintained a law practice in New
London. He has historically focused his practice on bankruptcy

and debt reorganization.

¶4 Attorney Trewin has been the subject of professional

discipline on two prior occasions. In 2004 this court suspended

Attorney Trewin's law license for a period of five months. In

re Disciplinary Proceedings Against Trewin, 2004 WI 116,

275 Wis. 2d 116, 684 N.W.2d 121 (Trewin I). The misconduct that

led to that suspension included (1) entering into loan
transactions with at least seven clients without obtaining
2
 No. 2012AP1949-D

written, informed conflict waivers, in violation of

SCR 20:1.8(a); (2) entering into such loan transactions without

having advised his clients of the potential adverse

consequences, in violation of SCR 20:1.7(b); (3) having engaged

in conduct involving dishonesty or misrepresentation by

assigning his interest in a loan to his brother-in-law in order

to avoid disclosing that he was the real party in interest, in

violation of SCR 20:8.4(c); (4) failing to file timely income

tax returns, in violation of prior case law and SCR 20:8.4(f);

and (5) having deposited a client check into his business

account rather than his client trust account, in violation of

SCR 20:l.15(a). In our Trewin I decision, we quoted the

referee's comment that the frequency and magnitude of Attorney

Trewin's loan and business transactions with his clients were

such common occurrences that they made it "look as though he was

more of a banker than a lawyer." 275 Wis. 2d 116, ¶40.

¶5 In 2006 Attorney Trewin received a public reprimand

with his consent. The misconduct underlying that reprimand
consisted of failing to list all of his pending matters in the

affidavit he was required to file with the OLR following his

2004 disciplinary suspension, failing to notify courts and

opposing counsel of his disciplinary suspension, and engaging in

a conflict of interest by representing two clients in a

bankruptcy proceeding when that representation was directly

adverse to the interests of another client. Public Reprimand of

Michael G. Trewin, No. 2006-6.

3
 No. 2012AP1949-D

¶6 The present disciplinary proceeding relates to

Attorney Trewin's relationships and business transactions with

three married couples: (1) R.V.S. and B.V.S. (collectively, Mr.

and Mrs. V.S. or the V.S.s); (2) D.H. and M.H. (collectively,

Mr. and Mrs. H. or the H.s); and (3) Francis and Karen Groshek

(collectively, the Grosheks).1 The referee in this matter issued

a thorough 58-page report with detailed findings of fact and

conclusions of law regarding Attorney Trewin's actions

concerning each of the three sets of clients. We will not

repeat all of those factual findings in this opinion. It is

sufficient here to summarize the pattern that Attorney Trewin

generally followed in dealing with the three couples whose

grievances led to this disciplinary proceeding and to set forth

the rule violations that arose from that conduct.

¶7 The referee found that Attorney Trewin had attorney-

client relationships with all three couples during the relevant

1
This court's general practice is to use the initials of
clients in attorney disciplinary opinions to protect their
privacy to some extent since they did not ask to be the alleged
victims of attorney misconduct. We use the Grosheks' full names
in this opinion because they were already named parties in a
civil action they pursued against Attorney Trewin, which
ultimately resulted in a published decision and order from this
court. Groshek v. Trewin, 2010 WI 51, 325 Wis. 2d 250,
784 N.W.2d 163. The OLR and Attorney Trewin stipulated that the
referee could use the record of that litigation as the factual
record for the counts relating to the Grosheks in this
disciplinary proceeding. Since citation to this court's
decision in that civil case would disclose their names in any
event, there is no reason to use the Grosheks' initials rather
than their names in this opinion.

4
 No. 2012AP1949-D

time periods. The attorney-client relationships with Mr. and

Mrs. V.S. and with Mr. and Mrs. H. were long-standing ones,

stretching back to points before the filing of the complaint in

Trewin I. Indeed, the referee found that Attorney Trewin's

attorney-client relationship with Mr. and Mrs. H. extended back

to 1991. The referee made clear in his report, however, that he

was not considering any specific facts that pre-dated the filing

of the complaint in Trewin I.

¶8 The referee found that each of the three couples was

financially unsophisticated, which caused them to rely on

Attorney Trewin's recommendations. He stated that Attorney

Trewin had followed a similar pattern of conduct with respect to

each client couple.

¶9 Each couple initially retained Attorney Trewin when

they were facing legal problems regarding their debts, either in

the context of a foreclosure proceeding or a possible

bankruptcy. Because of each couple's financial problems, they

had difficulty obtaining loans in traditional credit markets—
i.e., from banks, credit unions, etc.

¶10 Attorney Trewin usually loaned the couples money,

often at relatively high interest rates (12-14%), starting with

fairly small amounts and increasing the amount of the loans over

time as the couples needed additional funds. The referee

further found that because Attorney Trewin was not constrained

by standard banking regulations, the clients did not receive

many of the pieces of information and the warnings that they
would have received when borrowing from traditional lenders.
5
 No. 2012AP1949-D

Moreover, there were many errors in the documentation of the

loans and the tracking of payments.

¶11 In some instances, either there were no signed

promissory notes and conflict waivers, or Attorney Trewin lost

those documents since he was unable to produce them during this

disciplinary proceeding. In at least one other instance, the

date on the conflict waiver was months apart from the date of

the purportedly corresponding promissory note. Also, when

Attorney Trewin was able to produce a signed document purporting

to be a conflict waiver, the description of the transaction in

the conflict waiver was, at times, not even consistent with the

loan terms set forth in the promissory note. Further, the

referee specifically found that the conflict waivers did not

disclose all of the true facts regarding the transactions, did

not provide any meaningful explanation of the disadvantages of

entering into these transactions with the clients' lawyer, and

did not include a discussion of the alternatives available to

the clients.
¶12 Attorney Trewin's haphazard manner of handling these

transactions left the clients confused about which loans were

outstanding, what payments they had made toward which loans, and

the balances of their loans. For example, both Mr. and

Mrs. V.S. and Mr. and Mrs. H. repeatedly asked Attorney Trewin

for an accounting, but he did not provide them with one. When

counsel for the OLR asked Attorney Trewin at the evidentiary

hearing whether he had ever produced an accounting to Mr. and
Mrs. V.S., he responded that he did not know. He claimed that
6
 No. 2012AP1949-D

he had a spreadsheet on his computer that showed a running tally

or documentation of the loans to Mr. and Mrs. V.S. Attorney

Trewin then referenced an exhibit, which he claimed was a

printed version of this spreadsheet. The referee, however,

found that the exhibit "is replete with omissions and

unexplained entries, and is essentially undecipherable, even by

[Attorney Trewin]." When Attorney Trewin was asked at another

point during the evidentiary hearing how much money he had

loaned Mr. and Mrs. V.S., he did not provide an answer but

promised he would provide the information to the referee the

following day after putting all of their payments into a

spreadsheet. No further documentation on this subject was

provided by Attorney Trewin during the proceedings before the

referee. Since Attorney Trewin was not subject to regulations

imposed on commercial lenders, these practices and errors were

not corrected over rather lengthy periods.

¶13 The referee found that the clients usually did not

negotiate with Attorney Trewin regarding their business
transactions because they viewed him as their attorney. They

relied on his expertise and judgment, and believed that he was

acting in good faith and looking out for their best interests.

¶14 When the clients fell behind on their loan payments,

Attorney Trewin's practice was not to telephone the clients, to

deliver a notice of delinquency, or to sue the clients for

7
 No. 2012AP1949-D

eviction or a money judgment.2 The referee found that Attorney

Trewin operated in this manner because he intentionally and

consistently wanted to avoid judicial scrutiny of his conduct.

Instead of attempting to enforce the terms of the existing notes

and mortgages, Attorney Trewin's preferred course of action was

to create another loan to those clients. Often the new loan was

a mixture of existing indebtedness and new money. When prior

loans were paid off or replaced by a new loan, Attorney Trewin

did not return the promissory notes for the prior loans.

¶15 Ultimately, when the couples had difficulties making

their payments to Attorney Trewin or to another creditor, he

would persuade the couple to transfer their property over to

him, with the promise that he would lease the property back to

them and they could reacquire the property if they were current

on their payments to him and could also pay a specified amount

to him for their property. The couples, however, were not in a

financial condition where they could ever regain ownership of

their property. Nonetheless, because of Attorney Trewin's
actions, some couples continued to hold the mistaken belief that

they really did retain ownership or control of the property even

after they had transferred ownership of it to Attorney Trewin.

In the end, Attorney Trewin ended up with the title to the

clients' real property.

2
Even when Mr. and Mrs. V.H. and Mr. and Mrs. H. stopped
making payments to Attorney Trewin years before this
disciplinary proceeding, the referee noted that Attorney Trewin
had never sued them.

8
 No. 2012AP1949-D

¶16 The referee was particularly moved by one of the

exhibits in the Groshek case. The exhibit contained excerpts

from three letters that Attorney Trewin wrote to three different

recipients within a span of ten days around the time he was

entering into an agreement to buy the Grosheks' property in

August 2004, just prior to his law license being suspended. In

the first letter, which was sent to the bank from which he was

seeking financing for the transaction, Attorney Trewin said that

he had negotiated a purchase price for the Grosheks' property

that was below the appraised value of the land and well below

what he believed was the fair market value of the land. He

further indicated that he intended to sell 40 acres of the land

for an amount that was twice the appraised value to some

neighbors of the Grosheks immediately after buying the land from

the Grosheks. Finally, he stated that his intention for the

rest of the land was to subdivide most of it into large lots and

to rent a small portion, including the existing farmhouse, to

the Grosheks. When Attorney Trewin wrote to the Grosheks just
three days later, however, he stated that he would be willing to

buy their land for enough money to pay off their existing bank

loans, sell approximately 40 acres to the neighbors, and then

give them a lease on all the rest of the land with an option to

repurchase it. There was no mention of the sale price being

well below fair market value or of subdividing most of the land

into lots that would be sold to third parties. Finally, in the

third letter, Attorney Trewin told the Grosheks' current lender
that he would be willing to pay that bank for either an
9
 No. 2012AP1949-D

assignment of their judgment against the Grosheks or a complete

release of the bank's claims. He also claimed (1) that the

commitment letter from his own bank referred to the transaction

as a purchase of the Grosheks' real property by Attorney Trewin

because that was simply his lender's practice and (2) that he

really intended to sell the real estate back to the Grosheks.

Thus, Attorney Trewin gave three different versions of what

would happen in the transaction to three different parties

involved in the transaction, depending on what he thought they

wanted to hear.

¶17 With respect to two of the client couples, Attorney

Trewin contacted them after learning that they had filed

grievances against him with the OLR. Mr. V.S. testified that

during a couple of telephone calls, Attorney Trewin stated that

he was suicidal and asked Mr. V.S. to sign a "waiver," which

Mr. V.S. understood to mean that he would not pursue his

grievance against Attorney Trewin. Mr. H. described Attorney

Trewin's demeanor during a post-grievance telephone call with
him as "ugly." Mr. and Mrs. V.S. refused to sign any "waiver"

of the grievance, but Mr. and Mrs. H. did sign a document

drafted by Attorney Trewin, which stated that they agreed that

"the amount owed under the note is $109,643.25" and that they

had an option to purchase their former real property for

$50,000.00. Mr. and Mrs. H. signed the document, even though

they did not know whether it was accurate, because they felt

sorry for Attorney Trewin.

10
 No. 2012AP1949-D

¶18 Attorney Trewin also failed to provide documents and

information requested by the OLR during its grievance

investigation concerning Mr. and Mrs. H. This occurred both

when the OLR wrote letters to Attorney Trewin asking for certain

information and when a member of a district committee tried to

meet with Attorney Trewin. Attorney Trewin cancelled the

meeting, claiming that he was sick. When the district committee

member subsequently wrote to Attorney Trewin asking for

documentation of his various transactions with Mr. and Mrs. H.,

Attorney Trewin asked for an extension of time to respond to the

request, but he never followed through with providing the

requested documents during the investigation.

¶19 The referee concluded that the OLR had proven four

counts of misconduct arising out of Attorney Trewin's actions

with respect to Mr. and Mrs. V.S. On Count One, the referee

concluded that Attorney Trewin had failed to fully disclose the

terms of the various transactions with Mr. and Mrs. V.S. in a

manner that they could reasonably understand, in violation of
former SCR 20:1.8(a).3 On Count Two, the referee found that

3
Former SCR 20:1.8(a), in effect prior to July 1, 2007,
provides:

A lawyer shall not enter into a business
transaction with a client or knowingly acquire an
ownership, possessory, security or other pecuniary
interest adverse to a client unless:

(1) the transaction and terms on which the lawyer
acquires the interest are fair and reasonable to the
client and are fully disclosed and transmitted in
(continued)
11
 No. 2012AP1949-D

Attorney Trewin's ongoing representation of Mr. and Mrs. V.S.

while he had adverse personal interests as a result of his

business transactions with them, without obtaining proper

waivers, constituted an improper conflict of interest under both

former SCR 20:1.7(b)4 and current SCR 20:1.7(a)(2).5 On Count

writing in a manner that can be reasonably understood
by the client;

(2) the client is given a reasonable opportunity
to seek the advice of independent legal counsel in the
transaction; and

(3) the client consents in writing thereto.
4
Former SCR 1.7(b), in effect prior to July 1, 2007,
provides:

A lawyer shall not represent a client if the
representation of that client may be materially
limited by the lawyer's responsibilities to another
client or to a third person, or by the lawyer's own
interests, unless:

(1) The lawyer reasonably believes the
representation will not be adversely affected; and

(2) The client consents in writing after
consultation. When representation of multiple clients
in a single matter is undertaken, the consultation
shall include explanation of the implications of the
common representation and the advantages and risks
involved.
5
SCR 1.7(a)(2) provides:

(a) Except as provided in par. (b), a lawyer
shall not represent a client if the representation
involves a concurrent conflict of interest. A
concurrent conflict of interest exists if:

. . . .

(continued)
12
 No. 2012AP1949-D

Three, the referee determined that by having Mr. and Mrs. V.S.

sign over the deed to their real property when he believed there

had been no meeting of the minds, Attorney Trewin had engaged in

conduct involving dishonesty, fraud, deceit, or

misrepresentation, in violation of SCR 20:8.4(c).6 On Count

Four, the referee concluded that Attorney Trewin's attempt to

persuade Mr. and Mrs. V.S. to cease cooperating with the OLR's

investigation had violated SCRs 22.03(6)7 and 21.15(4),8 which

are enforceable via SCR 20:8.4(h).9

(2) there is a significant risk that the
representation of one or more clients will be
materially limited by the lawyer's responsibilities to
another client, a former client or a third person or
by a personal interest of the lawyer.
6
SCR 8.4(c) provides that it is professional misconduct for
a lawyer to "engage in conduct involving dishonesty, fraud,
deceit or misrepresentation."
7
SCR 22.03(6) provides that "[i]n the course of the
investigation, the respondent's wilful failure to provide
relevant information, to answer questions fully, or to furnish
documents and the respondent's misrepresentation in a disclosure
are misconduct, regardless of the merits of the matters asserted
in the grievance."
8
SCR 21.15(4) provides that "[e]very attorney shall
cooperate with the office of lawyer regulation in the
investigation, prosecution and disposition of grievances,
complaints filed with or by the director, and petitions for
reinstatement. An attorney's wilful failure to cooperate with
the office of lawyer regulation constitutes violation of the
rules of professional conduct for attorneys."
9
SCR 20:8.4(h) provides that it is professional misconduct
for a lawyer to "fail to cooperate in the investigation of a
grievance filed with the office of lawyer regulation as required
by SCR 21.15(4), SCR 22.001(9)(b), SCR 22.03(2), SCR 22.03(6),
or SCR 22.04(1)."

13
 No. 2012AP1949-D

¶20 The referee further concluded that the OLR had proven

professional misconduct by Attorney Trewin on eight of the nine

counts in the complaint that related to Mr. and Mrs. H.10 Five

of those eight counts concern Attorney Trewin's multiple

business transactions with Mr. and Mrs. H. On Count Five, the

referee determined that Attorney Trewin had violated

SCR 20:1.8(a) by disbursing funds to himself as both creditor

and attorney from a May 2003 transaction without fully

disclosing his adverse interests and without obtaining a written

consent for the conflict and the transaction. On Count Six, the

referee found that Attorney Trewin had violated both former and

current SCR 20:1.8(b)11 by using in subsequent loan transactions

with Mr. and Mrs. H. information regarding their finances that

he had gained from representing them as their lawyer. On Count

Seven, the referee concluded that Attorney Trewin had violated

SCR 20:1.7(a)(2) by continuing to represent Mr. and Mrs. H. when

10
The referee determined that the OLR had failed to meet
its burden of proving misconduct by clear, satisfactory, and
convincing evidence on Count Ten. That count alleged that
Attorney Trewin had violated SCR 20:8.4(c) by providing false
information to the OLR during its initial evaluation of the
grievance filed by Mr. and Mrs. H.
11
Former SCR 20:1.8(b), in effect prior to July 1, 2007,
provides that "[a] lawyer shall not use information relating to
representation of a client to the disadvantage of the client
unless the client consents after consultation."

Current SCR 20:1.8(b) provides that "[a] lawyer shall not
use information relating to representation of a client to the
disadvantage of the client unless the client gives informed
consent, except as permitted or required by these rules."

14
 No. 2012AP1949-D

he had a personal interest in their finances and property, by

"representing" them in a sale of real property to third parties

when he had not obtained a written conflict waiver of his

personal interests, by paying himself $83,000 in "anticipated

taxes" out of the proceeds of a real estate transaction when he

never paid those taxes, and by assigning a value to their option

to repurchase their land when he had never obtained a prior

written agreement with them concerning such a value. On Count

Eight, the referee determined that Attorney Trewin had engaged

in conduct involving dishonesty, fraud, deceit, or

misrepresentation, in violation of SCR 20:8.4(c), including

(1) having Mr. and Mrs. H. deed their farm to him when he knew

that many of the terms of the sale were incomplete and the

transaction was invalid under the Statute of Frauds, (2) paying

them far less than the value of the property, and (3) reselling

the property at a profit for himself. On Count Nine, the

referee found that Attorney Trewin had also violated

SCR 20:8.4(c) when he had claimed that the deed of the H.s' land
was exempt from the real estate transfer tax and had not paid

any such tax to the government, but had still collected the

amount of the tax from Mr. and Mrs. H. and had subsequently

refused to return it.

¶21 The final three counts regarding Mr. and Mrs. H.

involve Attorney Trewin's misconduct after they filed a

grievance with the OLR. On Count Eleven, the referee concluded

that Attorney Trewin had violated SCRs 22.03(6) and 21.15(4),
which are enforceable via SCR 20:8.4(h), when he had attempted
15
 No. 2012AP1949-D

to persuade Mr. and Mrs. H. to withdraw their grievance or cease

cooperating with the OLR's investigation. On Count Twelve, the

referee determined that Attorney Trewin's failure to provide

information requested by the district committee had violated

SCR 22.04(1).12 On Count Thirteen, the referee found that

Attorney Trewin had again violated SCR 22.03(6), enforced via

SCR 20:8.4(h), when he had failed to provide information and

documents requested by the OLR in a timely manner.

¶22 The OLR's complaint alleged only two counts related to

Attorney Trewin's conduct concerning the Grosheks. On Count

Fourteen, the referee concluded that Attorney Trewin had

violated former SCR 20:1.8(a) by engaging in multiple business

transactions with the Grosheks and acquiring their property when

(1) the terms of the transactions were not fair and reasonable

to the Grosheks, (2) Attorney Trewin had failed to fully and

clearly disclose the terms of the proposed transactions to the

Grosheks in writing and in a manner they could reasonably

understand, and (3) Attorney Trewin had failed to obtain the
Grosheks' voluntary written consent to each transaction after

consultation. On Count Fifteen, the referee found that by

engaging in a course of conduct that involved dishonesty, fraud,

12
SCR 22.04(1) provides that "[t]he director may refer a
matter to a district committee for assistance in the
investigation. A respondent has the duty to cooperate specified
in SCR 21.15(4) and 22.03(2) in respect to the district
committee. The committee may subpoena and compel the production
of documents specified in SCR 22.03(8) and 22.42."

16
 No. 2012AP1949-D

deceit, or misrepresentation in order to serve his own interests

rather than the interests of his clients, Attorney Trewin had

again violated SCR 20:8.4(c).

¶23 With respect to the proper level of discipline, the

referee stated that he had considered Attorney Trewin's prior

disciplinary history, his pattern of misconduct in this

proceeding, prior precedent, this court's discussions of the

concept of progressive discipline, and both aggravating and

mitigating factors. The result of the referee's analysis was a

conclusion that Attorney Trewin was unfit to practice law in

this state and a recommendation that his license should be

revoked.

¶24 The referee believed that, in light of the fact that

this court has described restitution as the payment of money,

see SCR 21.16(2m), monetary restitution would not be appropriate

here. The referee agreed with the OLR that monetary restitution

is not readily ascertainable in this matter "[d]ue to the mess

that [Attorney Trewin] has created."
¶25 Under our longstanding standards for reviewing referee

reports in attorney disciplinary proceedings, we will affirm the

referee's findings of fact unless they are found to be clearly

erroneous, but we review the referee's conclusions of law on a

de novo basis. In re Disciplinary Proceedings Against Inglimo,

2007 WI 126, ¶5, 305 Wis. 2d 71, 740 N.W.2d 125. We determine

the appropriate level of discipline to impose given the

particular facts of each case, independent of the referee's
recommendation, but benefiting from it. In re Disciplinary
17
 No. 2012AP1949-D

Proceedings Against Widule, 2003 WI 34, ¶44, 261 Wis. 2d 45,

660 N.W.2d 686.

¶26 Attorney Trewin challenges most of the referee's

conclusions of misconduct in his appeal. Although he claims

that he is challenging the referee's conclusions of law, many of

Attorney Trewin's appellate arguments are focused on criticizing

the way in which the referee viewed the facts of this case.

¶27 For example, Attorney Trewin contends that the referee

erred on Counts One, Five, and Fourteen in determining that he

had violated SCR 20:1.8(a), which prohibits a lawyer from

entering into business transactions with clients except in

certain specified circumstances. Attorney Trewin contends that

the "basic facts" regarding these alleged violations have been

undisputed throughout this proceeding. He then proceeds,

however, to describe the facts as he believes them to be rather

than as found by the referee. Specifically, he asserts, based

on his own testimony, that he put the terms of every transaction

into writing, gave that writing to the clients, and then advised
the clients through a separate conflict of interest document

that they had a right to seek independent counsel. He further

asserts that both R.V.S. and D.H. also testified that conflict

waivers were signed for every transaction.

¶28 The referee specifically discounted the oral testimony

in this respect. He agreed with Attorney Trewin that both

R.V.S. and D.H. gave muddled, contradictory, and unreliable

testimony on many issues, including what documents they had
signed. Although Attorney Trewin claimed that he always had
18
 No. 2012AP1949-D

clients sign conflict waivers (or consents), the referee noted

that his testimony was also contradictory and that he

acknowledged that he could not find conflict waivers for some

transactions and that he was not sure they were prepared for

other transactions.

¶29 Moreover, the referee correctly noted that

SCR 20:1.8(a) requires written notices providing certain

information to the client and then a written consent to the

transaction that is signed by the client. The referee concluded

that Attorney Trewin's self-serving testimony that his practice

after 2002 was always to provide written conflict waivers was

not enough to demonstrate that he had complied with the

requirements of SCR 20:1.8(a) on a substantial number of

transactions.

¶30 In addition, merely claiming that the clients always

signed conflict waivers does not establish what was in those

conflict waivers or that the contents of those waivers provided

all of the required information. The referee specifically
concluded that even for the conflict waivers produced by

Attorney Trewin, they did not contain an adequate explanation of

the risks of entering into the business transactions with

Attorney Trewin while continuing to be represented by him.

¶31 We find no basis to overturn the referee's findings of

fact regarding the conflict waivers, or lack thereof. We also

agree with the referee's analysis that Attorney Trewin failed to

adequately consult with his clients about the risks attendant to
the transactions and the conflicts of interest and to prepare a
19
 No. 2012AP1949-D

sufficient writing containing the information required by

SCR 20:1.8(a).

¶32 Attorney Trewin also argues that the referee erred in

finding violations of former and current SCR 20:1.8(b) in Count

Six. He focuses on the referee's reference to the fact that he

did not provide to the clients the normal safeguards that are

provided by commercial lending institutions to their customers.

Attorney Trewin further claims that he did, in fact, explain the

transactions to D.H. in a way he could understand. The referee,

however, found that there was no record of Attorney Trewin

orally discussing with D.H. certain matters related to a

transaction. The referee also found D.H. to be credible when he

testified that he was baffled by the transaction.

¶33 We again find no basis to overturn any of the

referee's factual findings with respect to Attorney Trewin's

transactions with Mr. and Mrs. H. Attorney Trewin's argument

focusing on the lack of banking safeguards misses the point of

the violation found by the referee. The crux of the violation
of SCR 20:1.8(b) was that Attorney Trewin used the information

he had gained from his representation of Mr. and Mrs. H. to

their disadvantage by engaging in a series of transactions that

ultimately led to Attorney Trewin owning their property. We

conclude that Attorney Trewin did violate both former and

current SCR 20:1.8(b).

¶34 Attorney Trewin also challenges the referee's

conclusions that he violated SCR 20:8.4(c) on Counts Three,
Eight, Nine, and Fifteen. His arguments in this regard again
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rely in large part on his view of the facts surrounding various

transactions with each of the three client couples. Attorney

Trewin's arguments do not rise to the level of demonstrating

clear error in the referee's view of the relevant facts.

¶35 Attorney Trewin acknowledges that he claimed an

exemption from the transfer tax and did not pay any such tax to

the applicable government entity, but he still collected the

amount of the tax from Mr. and Mrs. H. He also acknowledges

that he did not return the money when he was confronted with

this discrepancy. He attempts to excuse his act of collecting

money to which he was not entitled and then refusing to return

it by claiming that he was ultimately entitled to offset that

amount against the amount Mr. and Mrs. H. owed him. He

conveniently omits from his argument, however, that there was no

finding of fact that he did offset the amount he improperly

collected against their indebtedness or that he notified Mr. and

Mrs. H. of such an offset. His after-the-fact excuse does not

convince us that the referee erred in concluding that this
conduct violated SCR 20:8.4(c).

¶36 Attorney Trewin also contends that the referee erred

in concluding that he had violated SCR 20:8.4(c) when he had

Mr. and Mrs. H. deed over their land to him despite the

transaction failing to satisfy the Statute of Frauds and when

the value of their property exceeded what Attorney Trewin was

paying them for it. We need not conduct a detailed analysis of

the Statute of Frauds. Attorney Trewin acknowledges that he
testified to a value of the land that was in excess of what he
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paid his clients for it. He contends that the referee erred in

relying on this testimony because he did not say what someone

would have needed to do to the land to raise it to that value.

His attempt to claim that his valuation testimony was

conditioned in some undisclosed manner is unavailing. We

conclude that there was sufficient evidence to conclude that

Attorney Trewin engaged in dishonesty, deceit, fraud, or

misrepresentation when he purchased the property of Mr. and

Mrs. H.

¶37 His challenge to the violation found on Count Three

also is based on his view of what the evidence showed. The

referee determined that Attorney Trewin had violated

SCR 20:8.4(c) by having Mr. and Mrs. V.S. deed a piece of their

land to him when there had been no meeting of the minds on the

overall transaction. Attorney Trewin claims that the referee

should have found a meeting of the minds because Mr. and

Mrs. V.S. subsequently paid rent to him for that land, which was

consistent with his view that they had signed a "life lease" as
part of the transaction. He ignores the referee's findings that

Mr. and Mrs. V.S. denied ever signing a "life lease" and that no

such document was ever produced or introduced into evidence.

Relying on one piece of evidence while ignoring other findings

of fact does not convince us that the referee erred in either

his findings of fact or his conclusion of law on this count. We

agree with the referee's conclusion of a violation of

SCR 20:8.4(c).

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¶38 With respect to the finding of a violation of

SCR 20:8.4(c) on Count Fifteen regarding his purchase of the

Grosheks' property, Attorney Trewin again relies on his version

of what occurred. He ignores the transaction documents he had

the Grosheks sign just before his license suspension was to take

effect in August 2004 and claims that they were represented by

separate counsel when the only valid transaction took place

later in the fall. He disregards, however, the finding of the

circuit court in the civil action that the other attorney

retained by the Grosheks acted merely as a scrivener. Moreover,

there is no dispute that Attorney Trewin did have the Grosheks

sign sale documents in August at a time when he was

characterizing the transaction to them in a manner that was

contradictory to what he was telling other people and that he

never made them aware at that time of the various stories he was

telling to others. Whether or not the transaction was

ultimately modified at a later date, there is no doubt that

Attorney Trewin's conduct prior to his suspension violated
SCR 20:8.4(c).

¶39 Attorney Trewin also challenges the referee's

conclusions that he interfered with the OLR's investigation by

attempting to persuade Mr. and Mrs. V.S. and Mr. and Mrs. H. to

withdraw their grievances and cease cooperating with the OLR.

The referee found, however, based on the testimony of R.V.S.,

that Attorney Trewin wanted him to sign a "waiver" that he would

not pursue a grievance against Attorney Trewin. The referee
likewise found that Attorney Trewin persuaded Mr. and Mrs. H. to
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sign a document stating their agreement to an amount owed to

Attorney Trewin even though they did not know whether that

amount was accurate or inaccurate. These findings are

sufficient to support the conclusion of improper interference

with an ongoing grievance investigation.

¶40 We do not find it necessary to address every claim and

argument by Attorney Trewin in this opinion. To the extent we

have not addressed arguments here, it is sufficient to say that

we have considered them and have rejected them.

¶41 We now turn to the issue of the proper level of

discipline. We conclude that the revocation of Attorney

Trewin's license to practice law in this state is appropriate

and required. Attorney Trewin was already put on notice of the

perils of engaging in transactions with clients in the Trewin I

disciplinary proceeding. He nonetheless continued to engage in

such transactions without meeting the very strict requirements

that protect clients from overreaching by more sophisticated

attorneys. Moreover, he used the knowledge he had gained from
handling the clients' legal matters to structure those

transactions in a manner that ensured he would benefit and the

clients would not. Those transactions ultimately resulted in

Attorney Trewin acquiring the clients' property and enriching

himself at their expense. It is clear that the public needs to

be protected from this type of conduct and that, as the referee

commented, Attorney Trewin is unfit to engage in the practice of

law in this state.

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¶42 We do not include a restitution award in our order.

As noted by the OLR and the referee, there is not a basis in the

record of this proceeding to readily ascertain what amount of

money should be paid to the three client couples to make them

whole.

¶43 Finally, we impose the full costs of this proceeding

on Attorney Trewin. Attorney Trewin has been found to have

engaged in multiple counts of misconduct. He clearly has

litigated this matter aggressively, which has necessitated the

expenses incurred by the OLR and the referee. Consequently, we

find no basis to depart from our general policy of imposing the

full costs on an attorney who has been found guilty of

misconduct. See SCR 22.24(1m).

¶44 IT IS ORDERED that the license of Michael G. Trewin to

practice law in Wisconsin is revoked, effective November 7,

2014.

¶45 IT IS FURTHER ORDERED that within 60 days of the date

of this order, Michael G. Trewin shall pay to the Office of
Lawyer Regulation the costs of this proceeding.

¶46 IT IS FURTHER ORDERED that Michael G. Trewin shall

comply with the requirements of SCR 22.26 pertaining to the

duties of a person whose license to practice law in Wisconsin

has been revoked.

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