Consumer Attorney Services, P.A. v. State of Indiana

FILED
May 23 2016, 9:04 am

CLERK
Indiana Supreme Court
Court of Appeals
and Tax Court

ATTORNEYS FOR APPELLANT ATTORNEYS FOR APPELLEE
Kevin P. Podlaski Gregory F. Zoeller
Micah J. Nichols Attorney General of Indiana
Beers Mallers Backs & Salin, LLP
Fort Wayne, Indiana David Lee Steiner
Aaron T. Craft
Deputy Attorneys General
Indianapolis, Indiana

IN THE
COURT OF APPEALS OF INDIANA

Consumer Attorney Services, May 23, 2016
P.A., The McCann Law Group, Court of Appeals Cause No.
LLP, and Brenda L. McCann, 49A05-1504-PL-274
individually and as owner Appeal from the Marion Superior
and/or officer of Consumer Court
Attorney Services, P.A. and the The Honorable John F. Hanley,
McCann Law Group, LLP, Judge
Appellants-Defendants, Trial Court Cause No.
49D11-1401-PL-1477
v.

State of Indiana,
Appellee-Plaintiff.

Barnes, Judge.

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 Case Summary
[1] Consumer Attorney Services, P.A. (“CAS”), The McCann Law Group, LLP

(“MLG”), and Brenda McCann (“McCann”) (collectively “the Defendants”)

appeal the trial court’s denial of summary judgment against the Attorney

General of Indiana (“Attorney General”). We affirm in part and reverse in

part.

Issues
[2] The issues before us are:

I. whether MLG, CAS, and McCann are exempt from
liability under the Credit Services Organization Act under that
Act’s exemption for attorneys;

II. whether MLG, CAS, and McCann are exempt from
liability under the Mortgage Rescue Protection Fraud Act under
that Act’s exemption for attorneys;

III. whether MLG, CAS, and McCann are exempt from
liability under the Home Loan Practices Act; and

IV. whether MLG, CAS, and McCann are exempt from
liability under the Deceptive Consumer Sales Act.

Facts
[3] The evidence most favorable to the Attorney General as the summary judgment

nonmovant is that McCann, a Florida attorney, incorporated CAS in Florida in

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 April 2011.1 Later, CAS was converted into MLG in Florida. On March 1,

2013, MLG registered with the Indiana Secretary of State as a foreign LLP.

From April 8 to September 9, 2013, MLG operated in Indiana under the CAS

name. MLG/CAS2 held itself out as a multi-jurisdiction consumer advocacy

law firm designed to assist homeowners who were facing foreclosure. It

advertised its services to Indiana residents regarding foreclosure defense or

home loan modification on the internet, television, and radio. Customers who

agreed to obtain MLG/CAS’s services were required to provide bank account

information from which monthly payments to MLG/CAS were withdrawn

automatically. MLG/CAS increased the monthly payment amount if a

customer’s mortgage company initiated foreclosure proceedings.

[4] McCann was never licensed to practice law in Indiana. MLG/CAS entered

into arrangements with five different licensed Indiana attorneys to carry out its

business here. All of these attorneys practiced law in Indiana separate and

apart from their affiliation with MLG/CAS. With attorney Justin Wall,

MLG/CAS originally entered into an “Associate Agreement,” and he later

executed a “Partners Addendum.” App. pp. 75, 441. The partnership

agreement granted Wall a one percent non-voting interest in MLG/CAS.

Under the agreement, Wall was to: provide legal representation, advice, and

1
McCann later was effectively disbarred by the Florida Supreme Court. See In re Petition for Disciplinary
Revocation of McCann, 153 So.3d 905 (Fla. 2014).
2
We will refer to MLG and CAS collectively as MLG/CAS, given that it was one single entity that used
both names at various times.

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 supervision to clients on Indiana cases as assigned to him by MLG/CAS;

participate in client intake and make referrals to other attorneys as needed;

maintain knowledge of and advise MLG/CAS of Indiana professional

responsibility rules; review and audit monthly firm reports; and participate in

firm meetings and comply with firm rules. Wall’s employment with

MLG/CAS was described as an “at-will relationship.” Id. at 442.

[5] Attorneys Eric Jackson and Kimberly Vereb entered into “Of Counsel”

agreements with MLG/CAS. Id. at 81, 94. These agreements specified that

Jackson and Vereb were independent contractors and not employees of

MLG/CAS. Jackson’s agreement specified that he was retained for the

purpose of assisting firm clients in the filing of bankruptcy petitions, using

documentation provided solely by the firm.3 Vereb’s agreement was not so

limited. It did expressly acknowledge that Vereb was not intended to be

employed full-time, and that she was solely responsible for all overhead

expenses associated with her practice.

[6] Attorneys Jonathan Albright and Jeffrey Branstetter entered into “Associate”

agreements with MLG/CAS. Id. at 83, 86. These agreements specified that

Albright and Branstetter were considered independent contractors and detailed

the type and scope of legal work they were expected to perform.

3
Most of Jackson’s agreement is not in the record before us.

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[7] The Attorney General began investigating MLG/CAS after receiving numerous

consumer complaints. The investigation focused on five particular Indiana

customers of MLG/CAS: James Vaughn, Terrance Hollowell, Tonya Green,

James Daughtery, and Petronie Paul. These five individuals executed

foreclosure defense agreements with MLG/CAS between January 9, 2012, and

August 29, 2012. The individuals have asserted that they had little to no

communication with any Indiana attorneys regarding their cases and, in some

instances, were never informed who their assigned Indiana attorney was.

Additionally, the individuals and the Attorney General have asserted that

MLG/CAS and the Indiana attorneys performed little to no actual legal

services on the individuals’ behalf, yet the individuals were required to pay fees

upfront to MLG/CAS that were never returned. The individuals and Attorney

General also claim that the individuals received little communication from

MLG/CAS, that the bulk of such communications was through persons other

than the Indiana attorneys, and that MLG/CAS representatives were evasive in

communicating when contacted by the individuals.

[8] Following the investigation, the Attorney General sued the Defendants for

purported violations of the Indiana Credit Services Organization Act

(“CSOA”), Indiana Code Chapter 24-5-15, the Mortgage Rescue Protection

Fraud Act (“MRPFA”), Indiana Code Article 24-5.5, the Home Loan Practices

Act (“HLPA”), Indiana Code Article 24-9, and the Deceptive Consumer Sales

Act (“DCSA”), Indiana Code Chapter 24-5-0.5. Specifically, the Attorney

General alleged the Defendants violated the CSOA by receiving payment for

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 services before they were completed and by failing to post and file a surety bond

of $25,000 before conducting business in Indiana. The Attorney General

alleged the Defendants violated the MRPFA by receiving compensation before

full performance of contracted services and by failing to provide certain written

notices required by both the MRPFA and the CSOA. As for the HLPA, the

Attorney General alleged that the Defendants engaged in “deceptive acts”

prohibited by the HLPA specifically by violating the CSOA and the MRPFA.

Id. at 24. Finally, with respect to the DCSA, the Attorney General alleged that

the Defendants committed prohibited “deceptive acts” by violating the CSOA

and also by “representing to consumers that the Defendants had the

characteristics of experienced consultants with in-depth industry knowledge on

how to avoid and stop foreclosure . . . .” Id. at 25. The Attorney General

further claimed under the DCSA that the Defendants knowingly and

intentionally engaged in incurable deceptive acts, thus subjecting the

Defendants to fines of $500 per violation. The Attorney General’s lawsuit did

not name any of the individual Indiana licensed attorneys as defendants.

[9] The Defendants moved for summary judgment. They claimed they were

explicitly exempt from the scope of the CSOA and the MRPFA because those

Acts expressly do not apply to attorneys, and that attorneys are impliedly

exempt from the HLPA and DCSA, particularly given the nature of the

Attorney General’s allegations. The trial court denied the Defendants’

summary judgment motion but certified its order for interlocutory appeal,

which we have agreed to entertain pursuant to Indiana Appellate Rule 14(B).

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 Analysis
[10] When we review a grant or denial of a motion for summary judgment, we apply

the same standard as the trial court. Knighten v. E. Chicago Hous. Auth., 45

N.E.3d 788, 791 (Ind. 2015). “The moving party must show there are no

genuine issues of material fact and it is entitled to judgment as a matter of law.”

Id. If this burden is met, the non-moving party must present evidence

establishing the existence of a genuine issue of material fact. Id. We must

consider only the evidence specifically designated by the parties in determining

whether summary judgment should have been granted or denied. Id. (citing

Ind. Trial Rule 56(C), (H)). “We construe all factual inferences in favor of the

non-moving party and resolve all doubts regarding the existence of a material

issue against the moving party.” Id. We may affirm the denial of summary

judgment on any legal theory or basis supported by the designated evidence. 4

Illinois Bulk Carrier, Inc. v. Jackson, 908 N.E.2d 248, 253 (Ind. Ct. App. 2009),

trans. denied.

4
The Defendants argue in their reply in brief that the Attorney General has improperly raised arguments for
affirming the denial of summary judgment that do not “focus on the actual issue that was certified on appeal,
which is whether a Law Firm Exception exists or should exist under Indiana’s Consumer Protection Laws.”
Reply Br. p. 3. Neither the trial court’s order certifying its denial of summary judgment for interlocutory
appeal nor this court’s order accepting jurisdiction narrowly limited the issue to be decided on appeal.
Rather, consistent with the proper standard of review, we may affirm the denial of the Defendants’ motion
for summary judgment on any theory supported by the designated evidence.

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 I. CSOA

[11] The CSOA prohibits certain actions by “credit service organizations,” which

are defined as persons (or companies) that promise to do things such as improve

credit scores, obtain credit for another person, or obtain a delay or forbearance

of a mortgage obligation. Ind. Code § 24-5-15-2(a). Among other things, a

credit service organization cannot charge or receive money before the complete

performance of services that the organization agreed to perform for a consumer

unless the organization has procured a surety bond of $25,000. I.C. §§ 24-5-15-

5, 24-5-15-8. The CSOA also requires detailed information to be provided to a

consumer before entering into a contract with a credit services organization,

and requires that consumers be informed of their right to cancel a contract with

the organization within three days. I.C. §§ 24-5-15-6, 24-5-15-7.

[12] The CSOA also explicitly states: “The term ‘credit services organization’ does

not include any of the following: . . . (6) A person admitted to the practice of

law in Indiana if the person is acting within the course and scope of the person’s

practice as an attorney.” I.C. § 24-5-15-2(b)(6). Also, “person” is defined under

the CSOA to mean “an individual, a corporation, a partnership, a joint venture,

or any other entity.” I.C. § 24-5-15-4. The CSOA does not explicitly state

whether it exempts law firms from the scope of its coverage. We must interpret

the statute to determine whether the Legislature also intended to include law

firms within this exemption. The Defendants argue that they ought to be

included within that exemption.

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[13] “The first step in interpreting a statute is to determine whether the Legislature

has spoken clearly and unambiguously on the point in question.” Basileh v.

Alghusain, 912 N.E.2d 814, 821 (Ind. 2009). If a statute is clear and

unambiguous, we apply no rules of construction other than to take words and

phrases in their plain, ordinary, and usual sense. Id. However, if a statute is

susceptible to more than one interpretation, it is deemed ambiguous and thus

open to judicial construction and application of rules of interpretation. Id.

[14] If a statute is ambiguous, our goal in applying rules of statutory construction is

to determine and give effect to the Legislature’s intent. Adams v. State, 960

N.E.2d 793, 798 (Ind. 2012). Among other things, we must read statutes as a

whole, “avoiding excessive reliance on a strict, literal meaning or the selective

reading of individual words.” Id. Additionally, we will presume the

Legislature intended statutory language to be applied logically and consistently

with the statute’s underlying policy and goals, and we avoid construing a

statute so as to create an absurd result. Walczak v. Labor Works-Ft. Wayne LLC,

983 N.E.2d 1146, 1154 (Ind. 2013). We must assume that the Legislature used

all language in a statute intentionally, and we will strive to give effect to every

word. Pabey v. Pastrick, 816 N.E.2d 1138, 1148 (Ind. 2004). Statutes should be

given practical application and construed so as to prevent absurdity, hardship,

or injustice, and to favor public convenience. Id. Any exceptions to a statute’s

application generally should be strictly construed. Natural Res. Comm’n of

Indiana Dep’t of Natural Res. v. Porter County Drainage Bd., 576 N.E.2d 587, 589

(Ind. 1991).

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[15] The Attorney General and the Defendants are in full agreement that the CSOA

is ambiguous with respect to whether it exempts law firms from the definition

of a credit service organization. And, the Attorney General concedes on appeal

“that the law firm of an Indiana attorney exempt under the CSOA . . . is also

exempt from the CSOA.” Appellee’s Br. p. 34. The parties agree with the logic

of the Kansas Supreme Court’s decision in Hays v. Ruther, 313 P.3d 782 (Kan.

2013), which interpreted a similarly-worded attorney exemption under Kansas’s

Credit Services Organization Act (“KCSOA”), which also did not include an

express law firm exemption.

[16] In Hays, two Kansas residents brought suit in federal court against an out-of-

state limited liability company that they had hired to assist them with consumer

debt and dealing with creditors. The suit alleged violations of the KCSOA and

the Kansas Consumer Protection Act (“KCPA”). As with the Indiana CSOA,

the KCSOA exempted “[a]ny person licensed to practice law in this state” from

the definition of a credit services organization, and defined a “person” to

include corporations, partnerships, and other business organizations. Hays, 313

P.3d at 786 (citing Kan. Stat. Ann. §§ 50-1116(b) and 50-1117(f)). The Hays

court concluded that the KCSOA was ambiguous, noting there was a conflict

between the attorney exemption and the definition of a “person” because

business organizations cannot be licensed to practice law. Id. Engaging in

statutory construction, the court held, “the legislature intended the attorney

exception in KCSOA to apply to the law firm of an attorney who is exempt

from the provisions under the Act.” Id.

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[17] The first reason the court gave for this conclusion was that “exempting

attorneys without exempting law firms may produce absurd results.” Id. The

court explained:

For example, attorneys often employ consultants and paralegals
who may engage in timekeeping for billing purposes. To exempt
attorneys from statutory requirements and penalties while
subjecting their support staff to such requirements and penalties
would at the very least vastly complicate the practice of law and
in many instances could render it impractical. Furthermore,
attorneys frequently set up their practices as business
organizations. Attorneys who elect to form limited liability
companies would find themselves in the peculiar situation of
being exempt as individuals from the reach of KCSOA but
subject to all the requirements of KCSOA in their business
organizational capacity.

Id. (citation omitted). The court held it would be impracticable and

unreasonable to interpret the KCSOA to not apply to a covered attorney’s law

firm. Id.

[18] The court gave a second reason for its holding: after the filing of the suit in the

case, the Kansas Legislature amended the KCSOA to expressly include an

attorney’s law firm as being exempt from the Act’s coverage. Id. at 787.

Minutes from discussion of the amendment in the legislature indicated that this

amendment was intended as a clarification, not expansion, of the original

attorney exemption. Id.

[19] Our General Assembly has not enacted an express law firm exemption under

the CSOA, unlike the Kansas Legislature. However, the Attorney General

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 nonetheless concedes that it would be absurd to exempt a licensed Indiana

attorney from the CSOA’s coverage, but not that attorney’s law firm. We

agree. It would be unreasonable to excuse an attorney from complying with the

CSOA in his or her individual capacity while simultaneously requiring him or

her to comply with it as an employee or member of a law firm. It also would

expose non-lawyer employees of a law firm to indirect liability for violations of

the CSOA for which the firm’s attorneys would be immune.

[20] Additionally, we presume that in enacting the CSOA and creating the attorney

exemption, the General Assembly was cognizant of the Indiana Supreme

Court’s traditional role in regulating the practice of law in this state through its

Disciplinary Commission, the Admission and Discipline Rules, and the Rules

of Professional Conduct. The constitutional basis of this role is found in Article

7, Section 4 of the Indiana Constitution, which vests the Indiana Supreme

Court with “original jurisdiction . . . in admission to the practice of law,

discipline or disbarment of those admitted; [and] the unauthorized practice of

law.” Additionally, Indiana Code Section 33-24-1-2(b) provides that our

supreme court “has exclusive jurisdiction to: (1) admit attorneys to practice law

in all courts of the state; and (2) issue restraining orders and injunctions in all

cases involving the unauthorized practice of the law; under rules and

regulations as the supreme court may prescribe.” Although this statute makes

specific reference only with respect to “restraining orders and injunctions in all

cases involving the unauthorized practice of law,” our supreme court seems to

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 take a broader view of its exclusive jurisdiction in this area, as reflected in

Indiana Appellate Rule 4(B):

The Supreme Court shall have exclusive jurisdiction over the
following matters:

(1) The Practice of Law.

Matters relating to the practice of law including:

(a) Admissions to practice law;

(b) The discipline and disbarment of attorneys admitted to
the practice of law; and

(c) The unauthorized practice of law (other than criminal
prosecutions therefor).

Thus, our supreme court has exclusive jurisdiction to penalize lawyers for

ethical violations beyond issuing injunctions against the unauthorized practice

of law. We further note that, under Article 3, Section 1 of the Indiana

Constitution, the separation of powers provision, no member of the legislative,

executive, or judicial branches may exercise any of the functions of another

branch of government, except as expressly provided by the Constitution.

[21] Appellate Rule 4(B) does contain an express exemption from our supreme

court’s exclusive jurisdiction regarding lawyer discipline, with its reference to

“criminal prosecutions” for the unauthorized practice of law. Currently, such

prosecutions are expressly permitted by Indiana Code Section 33-43-2-1. It has

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 been held that such prosecutions do not violate the separation of powers

doctrine. Levy v. State, 799 N.E.2d 71, 75-76 (Ind. Ct. App. 2003) (addressing

preceding version of statute, Ind. Code § 33-1-5-1), trans. denied; see also State ex

rel. Indiana State Bar Ass’n v. Northouse, 848 N.E.2d 668, 675 (Ind. 2006) (citing

Levy with approval). We conclude however, given the constitutional language

and the language of Appellate Rule 4(B), that any intrusions upon our supreme

court’s authority regulating the practice of law in this state must be expressed by

our General Assembly in clear and unmistakable language. Such language is

lacking under the CSOA. Moreover, we deem that the intent of the General

Assembly in exempting attorneys from coverage of the CSOA was to entrust

our supreme court to adequately police lawyers and their firms in this area.

There also is the potential for conflicting obligations between the CSOA and the

Rules of Professional Conduct regarding matters such as attorney fees and

obligations to clients; it makes sense that lawyers and their firms should

concern themselves with having to comply with one set of rules, not multiple

sets.

[22] Although the Attorney General agrees that licensed Indiana attorneys and their

law firms are both exempt from the CSOA, it contends that MLG/CAS does

not actually qualify as a “law firm,” or at least that there are questions of fact as

to whether it does so. The Attorney General notes that much of the

complained-of activity in this case occurred out-of-state (such as

communication or lack thereof), that the Indiana attorneys had very little actual

involvement in providing legal representation to Indiana clients of MLG/CAS,

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 and that much of the document preparation was handled by non-Indiana

attorneys or employees of MLG/CAS and not the Indiana attorneys.

[23] The Attorney General notes that in Hays, the Kansas Supreme Court stated that

it was “not asked to define a law firm, and we take no position on whether the

defendant Consumer Law Associates, LLC is an exempt law firm under the

KCSOA.” Hays, 313 P.3d at 787. The Attorney General then directs us to

Parks v. Persels & Associates, LLC, 509 B.R. 345 (D. Kan. 2014). In that case, a

heavily-indebted Kansas individual contacted a debt settlement company that

advertised on the internet; that company in turn referred the individual to

Persels and Associates, LLC (“Persels”), a Maryland-based law firm with no

Kansas-based partners or employees. Persels, however, had an independent

contractor relationship with a Kansas attorney, Stan Goodwin, who was

supposed to provide debt settlement services for the individual. The vast

majority of the actual work related to the case, however, was performed by

Persels’s staff and attorneys other than Goodwin. After the individual had

made many months of payment on a debt settlement plan, his total debt had

barely been paid down because most of the payments went toward legal fees for

Persels and Goodwin. One of the individual’s creditors brought suit against the

individual, who then filed for bankruptcy. The bankruptcy trustee then filed an

adversarial action against Persels and Goodwin to recover payments made to

them, pursuant to the KCSOA and the KCPA, and also alleged legal

malpractice and breach of fiduciary duty.

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[24] Persels and Goodwin moved for summary judgment; the bankruptcy court

recommended denial of this motion, which the district court adopted. With

respect to claims under the KCSOA versus Persels, the court declined to allow

the firm to invoke the attorney exemption based upon its independent

contractor relationship with Goodwin. The court noted that none of Persels’s

members or staff attorneys were admitted to practice law in Kansas, which was

the reason it entered into an independent contract arrangement with Goodwin

in order to represent the individual debtor. Parks, 509 B.R. at 352-53. The

court concluded with respect to Persels:

If anything, the court finds that the problem of the “absurd
result” identified in Hays would arise only if the court were to
adopt Persels’ argument relating to the exemption. If the court so
held, it would mean that Kansas attorneys and their law firms
would be subject to regulation by the Kansas Supreme Court,
while non-lawyer credit services organizations were subject to the
KCSOA. But out-of-state attorneys, such as Persels, would
remain wholly unregulated under Kansas law.

Id. at 353.

[25] The court also concluded that even Goodwin was not necessarily entitled to the

attorney exemption under the KCSOA. It noted the lack of work he performed

on the case and lack of advice given and that fees were paid solely to Persels,

who in turn paid Goodwin. The court held:

The facts set forth by the bankruptcy court would support the
conclusion that Goodwin is not entitled to the exemption. As
noted earlier, the KCSOA exemption applies only to an attorney

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 “acting within the course and scope of such person's practice as
an attorney.” Here, the [sic] Goodwin’s departure from the
minimal expectations of any attorney is so complete that a
rational fact finder could determine that he was not acting as an
attorney at all. The bankruptcy court correctly observed, “If this
is the extent of what Goodwin does for his ‘clients,’ whether he is
‘practicing law’ as that term is commonly understood is
questionable.”

Id.

[26] The Attorney General urges us to find this case parallel to Parks and to hold

that there are genuine issues of material fact as to whether MLG/CAS actually

was the “law firm” of the Indiana lawyers so as to warrant application of the

CSOA attorney exemption. We decline to do so. First, the Parks court’s

decision not to exempt Persels from coverage of the KCSOA seems to have

been based in large part on the perception that if the exemption was invoked,

Persels could evade both compliance with the KCSOA and regulation by the

Kansas Supreme Court because it was an out-of-state law firm.

[27] In Indiana, however, our supreme court has been very clear that it has the

authority to regulate both entities not admitted to the Indiana bar, as well as

out-of-state lawyers. See In re Coale, 775 N.E.2d 1079, 1081 (Ind. 2002)

(“Notwithstanding the fact that the respondents hold no Indiana law licenses

and therefore are not subject to this Court’s usual disciplinary sanctions for

licensed Indiana attorneys who engage in professional misconduct, any acts

which the respondents take in Indiana that constitute the practice of law are

subject to our exclusive jurisdiction to regulate professional legal activity in this

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 state.”), cert. denied; Northouse, 848 N.E.2d at 671-72 (disciplining non-attorneys

located in Indiana for the unauthorized practice of law). Thus, even if

MLG/CAS is exempt from the scope of the CSOA, our supreme court

possesses the authority to take disciplinary action against the firm. Such

authority does not appear to be dependent upon whether or when MLG/CAS

registered as a law firm with either the Indiana Secretary of State or the Board

of Law Examiners; at least, our supreme court has never mentioned such a

requirement. Additionally, our supreme court has imposed remedies for ethical

violations against lawyers and non-lawyers that include return of unreasonable

fees or fees collected for the unauthorized practice of law. See In re Hailey, 792

N.E.2d 851, 864 (Ind. 2003); State ex rel. Indiana State Bar Ass’n v. United Fin. Sys.

Corp., 926 N.E.2d 8, 18 (Ind. 2010), cert. denied.

[28] Second, to the extent the Parks court found it relevant to delve into Goodwin’s

lack of actual legal work as an indication that both he and Persels were not

entitled to the KCSOA attorney exemption, we decline to apply such a holding.

We acknowledge the evidence in the record that the bulk of the actual work

performed for and communication with Indiana residents originated in

MLG/CAS’s Florida offices. Still, one of the Indiana attorneys with which

MLG/CAS contracted was assigned to represent each Indiana resident; both

the contracts between MLG/CAS and the attorneys, and those between

MLG/CAS and the consumer residents, were related to the provision of legal

services and thus within the scope of the CSOA attorney exemption. Whether

those attorneys actually provided a minimally-acceptable level of legal services

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 to those residents is precisely the type of ethical question that ordinarily is

entrusted exclusively to our supreme court, unless there is a question of legal

malpractice or the unauthorized practice of law.

[29] Indeed, one of those attorneys, Jackson, has been disciplined for precisely that

reason regarding his association with MLG/CAS. Specifically, Jackson agreed

that he violated the following ethical rules:

1.4(a)(1): Failure to promptly inform a client of circumstance
(limited scope of employment) to which the client’s informed
consent is required.

1.4(a)(2): Failure to reasonably consult with a client about the
means by which the client’s objectives are to be accomplished.

1.4(a)(3): Failure to keep a client reasonably informed about the
status of a matter.

1.4(a)(5): Failure to consult with client about any relevant
limitation on the lawyer’s conduct when the lawyer knows that
the client expects assistance.

1.4(b): Failure to explain a matter to the extent reasonably
necessary to permit a client to make informed decisions.

1.5(e): Failure to obtain a client’s required approval of a fee
division.

5.3(b) and Guideline 9.1: Failure to discharge responsibilities
regarding supervision of non-lawyers.

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 5.4(c): Permitting a person who recommends, employs, or pays
the lawyer to render legal services for another to direct or
regulate the lawyer's professional judgment in rendering such
legal services.

5.5(a): Assisting in the unauthorized practice of law.

8.4(a): Knowingly assisting another to violate the Rules of
Professional Conduct.

8.4(c): Engaging in conduct involving dishonesty, fraud, deceit or
misrepresentation.

8.4(d): Engaging in conduct prejudicial to the administration of
justice.

[30] In re Jackson, 24 N.E.3d 419, 420 (Ind. 2015). Jackson was suspended from

practice for 120 days as a result of this unethical conduct. Id. at 420-21.

[31] Given that Jackson has been penalized by our supreme court for his

MLG/CAS related work, and given that our supreme court has previously

penalized out-of-state lawyers and/or unlicensed persons for practicing law in

this state, it begs the question of why our supreme court should not be entrusted

to take any necessary action against MLG/CAS. We acknowledge that the

arrangements between the Indiana attorneys and MLG/CAS were perhaps not

indicative of a traditional law firm-lawyer relationship, particularly because

each of the Indiana attorneys maintained law practices completely separate

from MLG/CAS. There is nothing in the record to indicate that the contracts

between the Indiana attorneys and MLG/CAS were invalid or unenforceable.

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 They did in fact create employment relationships between the attorneys and the

firm—four of whom were specified to be independent contractors, like the

Kansas attorney in Parks, but one of whom was specified to be a partner with a

one-percent ownership stake in MLG/CAS, unlike in Parks.

[32] Indiana Rule of Professional Conduct 1.0(c) defines a “law firm” as “a lawyer

or lawyers in a law partnership, professional corporation, sole proprietorship or

other association authorized to practice law; or lawyers employed in a legal

services organization or the legal department of a corporation or other

organization.” We note that the official commentary to this rule states:

Whether two or more lawyers constitute a firm within paragraph
(c) can depend on the specific facts. For example, two
practitioners who share office space and occasionally consult or
assist each other ordinarily would not be regarded as constituting
a firm. However, if they present themselves to the public in a
way that suggests that they are a firm or conduct themselves as a
firm, they should be regarded as a firm for purposes of the Rules.
The terms of any formal agreement between associated lawyers
are relevant in determining whether they are a firm, as is the fact
that they have mutual access to information concerning the
clients they serve.

Ind. Professional Conduct Rule 1.0(c), cmt. Here, there is no doubt the Indiana

attorneys presented themselves to the public, and in particular to clients of

MLG/CAS, as conducting business as part of a law firm. The relationship

between the Indiana attorneys and MLG/CAS for the provision of legal

services was cemented in the formal, detailed agreements they entered into.

We conclude that the undisputed designated evidence clearly demonstrates as a

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 matter of law that MLG/CAS was the law firm of the Indiana attorneys for

purposes of the CSOA attorney exemption. Thus, the trial court should have

granted summary judgment in favor of MLG/CAS on the Attorney General’s

claims under the CSOA.

[33] We note, however, that McCann herself has never been a member of the

Indiana bar, nor is she a “law firm.” We do not believe that the express

Indiana attorney exemption in the CSOA and the implied exemption for an

attorney’s law firm should be extended to individual attorneys within the firm

who have never been licensed in Indiana. Although her firm and its employees

may be exempt from CSOA liability, McCann in her personal capacity is not

entitled to the protection of the CSOA attorney exemption, and summary

judgment properly was denied as to McCann.

II. MRPFA

[34] Next, we address whether MLG/CAS and McCann were entitled to summary

judgment as to the Attorney General’s claims under the MRPFA. The MRPFA

imposes certain requirements upon “foreclosure consultants” who represent to

homeowners that they can do things such as prevent, postpone, or reverse the

effects of foreclosure. See I.C. § 24-5.5-2-2. Those requirements do not apply to

any “attorney licensed to practice law in Indiana who is representing a

mortgagor.” I.C. § 24-5.5-1-1(6). The Attorney General points out that this

attorney exemption is worded differently than the one under the CSOA, in that

it expressly refers to “attorneys,” and not “persons,” and the MRPFA does not

contain a further definition of “person” that includes business organizations.
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 The Attorney General thus contends that unlike the CSOA, the MRPFA

exempts only individual attorneys from its coverage and not law firms.

[35] However, we find it would be equally absurd under the MRPFA to exclude an

attorney from its requirements while subjecting his or her law firm to them.

The vast majority of lawyers work within some form of law firm organization,

ranging from sole proprietorships to multi-jurisdictional firms with hundreds of

lawyers. As with the CSOA, it would make little sense to exempt attorneys

from the MRPFA while simultaneously requiring them to comply with it, or

else subject their law firm to sanctions—thus penalizing attorneys and their staff

for failing to comply with a statute they are supposedly exempt from complying

with. And as with the CSOA, the evidence demonstrates that MLG/CAS was

the law firm of the Indiana attorneys, and thus exempt from coverage of the

MRPFA. McCann herself, though, is still subject to liability under that act, for

similar reasons as explained under the CSOA. MLG/CAS is entitled to

summary judgment on the Attorney General’s claims under the MRPFA, while

McCann is not.

III. HLPA

[36] The HLPA prohibits certain lending practices in connection with home loans,

including the commission of “a deceptive act in connection with a mortgage

transaction or a real estate transaction.” I.C. § 24-9-3-7(c)(3). A “deceptive

act” is one in which a person knowingly or intentionally makes a material

misrepresentation, knowingly or intentionally conceals material information, or

violates the MRPFA. I.C. § 24-9-2-7. In its complaint for violations of the
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 HLPA, the Attorney General alleged that the “deceptive acts” committed by

MLG/CAS and McCann were the previously-stated violations of both the

CSOA and the MRPFA. There was no other basis for any alleged violation of

the HLPA. Because we have held that MLG/CAS is exempt from the coverage

of both the CSOA and the MRPFA, any purported violations of those acts also

cannot form the basis of any claim under the HLPA. However, again, McCann

in her individual capacity may be held liable for violations of the HLPA.

MLG/CAS is entitled to summary judgment on the HLPA claims, while

McCann is not.

IV. DCSA

[37] Finally, we address the Attorney General’s claims against MLG/CAS and

McCann under the DCSA. The DCSA generally prohibits a “supplier” from

committing an “unfair, abusive, or deceptive act, omission, or practice in

connection with a consumer transaction.” I.C. § 24-5-0.5-3(a). A “supplier” is

defined as:

(A) A seller, lessor, assignor, or other person who regularly
engages in or solicits consumer transactions, including soliciting
a consumer transaction by using a telephone facsimile machine
to transmit an unsolicited advertisement. The term includes a
manufacturer, wholesaler, or retailer, whether or not the person
deals directly with the consumer.

(B) A person who contrives, prepares, sets up, operates,
publicizes by means of advertisements, or promotes a pyramid
promotional scheme.

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 (C) A debt collector.

I.C. § 24-5-0.5-2(a)(3). Attorneys are expressly exempt from the definition of

“debt collector” but are otherwise not mentioned in the DCSA. I.C. § 24-5-0.5-

2(a)(15). A “consumer transaction” is defined as “a sale, lease, assignment,

award by chance, or other disposition of an item of personal property, real

property, a service, or an intangible . . . .” I.C. § 24-5-0.5-2(a)(1). The Attorney

General notes that MLG/CAS fits within the definition of a “supplier” under

the DCSA because it regularly solicited and engaged in business related to the

sale of services. In its reply brief, MLG/CAS does not refute this assertion or

make any separation of powers argument regarding regulation of the legal

profession by our supreme court or in any way explain why it would not be

covered by the DCSA.

[38] In his complaint, the Attorney General alleged that MLG/CAS and McCann

violated the DCSA by (1) violating the CSOA, and (2) “representing to

consumers that Defendants had the characteristics of experienced consultants

with in-depth industry knowledge on how to avoid and stop foreclosure . . . .”

App. p. 25.5 As with the HLPA claims, because MLG/CAS is exempt from the

requirements of the CSOA, it likewise cannot be held liable for any violations of

5
The Attorney General also alleged that the Defendants committed deceptive acts “with knowledge and
intent to deceive . . . .” App. p. 25. On appeal, the Attorney General characterizes this as a separate
allegation of deceptive conduct by the Defendants under the DCSA; however, this does not appear to be a
separate allegation, as opposed to a necessary mens rea element that would justify the imposition of civil
penalities against the Defendants for the other stated violations of the DCSA. See I.C. § 24-5-0.5-4(g).

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 the CSOA under the DCSA. However, as noted by the Attorney General, there

is a freestanding claim for a violation of the DCSA that is not dependent upon

violation of the CSOA. As with the definition of a “supplier” governed by the

DCSA, the Defendants offer no argument as to why they could not be held

liable for violating the DCSA by making deceptive representations to

consumers. Such representations may constitute a “deceptive act” related to a

“consumer transaction” as defined by statute if they were intended to convey

that the services to be provided had “sponsorship, approval, performance,

characteristics, accessories, uses, or benefits it does not have which the supplier

knows or should reasonably know it does not have” or if the services were “of a

particular standard, quality, grade, style, or model, if it is not and if the supplier

knows or should reasonably know that it is not.” I.C. § 24-5-0.5-3(b)(1), (2).

[39] We conclude that MLG/CAS is entitled to summary judgment on the claim

under the DCSA related to alleged violations of the CSOA, but not on the

claim alleging an independent violation of the DCSA. McCann is not entitled

to summary judgment for DCSA claims related to either the CSOA—because

she personally was not exempt from that act—or to the independent DCSA

violation.

Conclusion
[40] MLG/CAS is entitled to summary judgment on the Attorney General’s claims

against it under the CSOA, the MRPFA, and the HLPA, and as to the claim

under the DCSA based upon violations of the CSOA. We reverse the denial of

summary judgment with respect to those claims and direct that summary
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 judgment be entered in MLG/CAS’s favor. MLG/CAS is not entitled to

summary judgment on the independent DCSA claim for deceptive

representations, and we affirm the denial of summary judgment as to

MLG/CAS to that extent. McCann personally is not entitled to summary

judgment on any of the Attorney General’s claims, and we affirm the denial of

summary judgment as to her in its entirety. In conclusion, we presume the

Indiana Supreme Court Disciplinary Commission is well aware of

MLG/CAS’s and McCann’s activities in this state, given its punishment of

Jackson for his association with MLG/CAS.

[41] Affirmed in part and reversed in part.

Robb, J., and Altice, J., concur.

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