Iowa Supreme Court Attorney Disciplinary Board v. Lawrence L. Lynch

IN THE SUPREME COURT OF IOWA
No. 17–0193

Filed September 15, 2017

IOWA SUPREME COURT ATTORNEY DISCIPLINARY BOARD,

Complainant,

vs.

LAWRENCE L. LYNCH,

Respondent.

On review of the report of the Iowa Supreme Court Grievance

Commission.

The grievance commission recommends the suspension of an

attorney’s license for violations of ethical rules. LICENSE SUSPENDED.

Tara M. van Brederode and Susan A. Wendel, Des Moines, for

complainant.

Leon F. Spies of Spies, Pavelich & Foley, Iowa City, for respondent.
 2

MANSFIELD, Justice.

In an effort to salvage his troubled real estate investments, an

attorney borrowed money from certain longtime clients. The attorney

failed to advise the clients to obtain independent counsel, failed to obtain

their written informed consent, and continued to represent those clients

after borrowing the money. The attorney also did not disclose his

perilous financial situation. The loans eventually totaled $177,000 in

principal amount, none of which has been repaid. The attorney later

self-reported his conduct to the Iowa Supreme Court Attorney

Disciplinary Board (the Board). The Board charged the attorney with

violating Iowa Rules of Professional Conduct 32:1.7(a), 32:1.7(b), and

32:1.8(a).

The parties reached a stipulation concerning the facts and the rule

violations but went to a hearing regarding the appropriate sanction.

After this hearing, the Iowa Supreme Court Grievance Commission (the

commission) recommended suspending the attorney’s license for nine

months. On our review, we agree that the violations occurred and

suspend the attorney’s license to practice law for six months.

I. Background Facts and Proceedings.

Lawrence Lynch was first admitted to the Iowa bar in 1971 and

has practiced law in Iowa City his entire professional career. Lynch

maintains a small general-practice firm where he is the named partner.

Lynch has also invested in real estate and previously owned several

rental properties in Iowa City.

In the early 1980s, Lynch began performing legal services on an

ongoing basis for Darrel Bell, a farmer in Lone Tree, and Darrel’s wife,

Carolyn. Lynch represented Darrel and Carolyn in a variety of business

and personal matters. Around the same time, Lynch also began acting
 3

as legal counsel for Darrel’s son and daughter-in-law, Tom and Terri Bell.

Over the years, Lynch formed a close friendship with the Bell family in

addition to a good working relationship. Until 2014, Lynch regularly

provided paid legal services to Darrel, Carolyn, Tom, and Terri.

In October 2008, Lynch was experiencing personal financial

difficulties related to his real estate ventures. He telephoned Darrel and

Carolyn, who were then on vacation in Florida, and asked to borrow

$90,000 from them. Lynch told Darrel and Carolyn he needed the money

the next day. Darrel and Carolyn agreed to lend Lynch the money and

took out a corresponding short-term loan from their own bank. Because

Darrel and Carolyn were in Florida at the time, they overnighted the

check to Lynch the following day. Lynch executed a promissory note for

the $90,000, payable June 1, 2009, with a 7.5% interest rate. The

following month, Lynch prepared and signed a mortgage giving Darrel

and Carolyn a security interest in one of the rental properties Lynch

owned. Lynch did not tell Darrel and Carolyn they should retain

independent counsel in connection with the transaction, nor did he ask

for or receive their informed consent in writing.

In March 2010, Lynch contacted Tom and asked to meet him

personally in Coralville. At that meeting, Lynch sought a personal loan

from Tom and Terri “to put a roof on one of his buildings.” Tom wrote a

check for $17,000 that same day. Lynch signed a promissory note to

repay the loan, with 8% interest, by August 10. Lynch did not provide

any security for the note. Lynch did not tell Tom and Terri they should

retain independent counsel in connection with the transaction, nor did

he ask for or receive their informed consent in writing.

Later that month, Lynch wrote to Darrel and Carolyn stating that

he could not repay their $90,000 promissory note. Lynch explained that
 4

he was “in the process of rebuilding two buildings . . . and because [he]

had to evict most of the tenants, it [had] left [him] a little bit shorter than

what [he] had anticipated.” Lynch therefore included with his letter a

written extension to October of the past-due note. He asked Darrel and

Carolyn to sign and drop off the extension. Lynch also enclosed a check

for $3140.50, which amounted to about a third of the accrued and

unpaid interest. Additionally, Lynch prepared and signed a second

promissory note to Darrel and Carolyn for $6000, representing the

balance of the overdue and unpaid interest.

Darrel and Carolyn signed off on the requested extension. As

before, Lynch did not tell them they should retain independent counsel,

nor did he ask for or obtain their written informed consent.

As October approached, Lynch again lacked sufficient funds to

repay Darrel and Carolyn. He sought another extension and, as before,

Darrel and Carolyn agreed. Lynch neither advised Darrel and Carolyn to

get independent counsel nor obtained their informed consent.

In February 2012, Lynch asked Darrel and Carolyn to lend him an

additional $70,000. In this transaction, Lynch executed a promissory

note for $161,000 at 7.5% interest, which covered the $70,000 in new

funds while also replacing the previous notes to Darrel and Carolyn for

$90,000 and $6000. 1 This note was originally payable in full by

October 2013, but repayment was later extended to April 2014. As

previously, Lynch did not advise Darrel and Carolyn on the need for

independent counsel or obtain their informed consent.

1Although the note disclosed a principal amount due of $161,000, Lynch later
stipulated that the note was intended to consolidate all prior debt to Darrel and
Carolyn, with a combined value of $166,000.
 5

In 2013, Darrel, Carolyn, Tom, and Terri took a foreign trip

together. During the trip, each of the two couples learned for the first

time that Lynch had borrowed money from the other couple.

On January 30, 2014, Darrel died. Lynch filed a petition in

probate as attorney for Carolyn, the executor of Darrel’s estate. Shortly

after this filing, Lynch requested another extension from Carolyn on the

outstanding note payable to Darrel and her.

During that timeframe, Lynch attempted to sell many of his

properties, including the rental property on which Darrel and Carolyn

held a mortgage. Lynch approached Carolyn and asked her to sign a

release of that mortgage. Carolyn initially declined, and Lynch then sent

her a letter explaining that the mortgage was actually a second mortgage.

After payment of closing costs and fees (including $130,000 in

delinquent taxes), Lynch’s letter explained that the property sale would

not generate enough even to satisfy the first mortgage. Accordingly,

Lynch proposed that in exchange for the release, he would grant Carolyn

a second mortgage on another property. 2 Lynch’s letter continued,

I have no more money to pay other debts that [are] still
associated with this property, but all of the other creditors
have agreed to work with me. This puts me in a much
stronger position to be able to make my payments to you
monthly. If I do not receive your release back in my hands
to present to the other people, the sale will be lost and the
property simply reverts back to the individuals who bought
the back taxes and I will have no equity to pay anyone.

On the advice of her children, Carolyn decided to consult with another

attorney to review the release.

2At the disciplinary hearing, Lynch described the second property as consisting
of “one old house.” Notably, the primary mortgage holder on that property was another
of Lynch’s clients.
 6

Lynch also obtained counsel. Soon thereafter, he wrote a letter to

the Board reporting “what [he] now believe[d] to be” several violations of

the Iowa Rules of Professional Conduct related to his dealings with the

Bell family.

Since the events described above, Lynch has made some interest

payments on his notes to the Bell family. However, he has made no

payments of principal.

On May 18, 2016, the Board filed a complaint against Lynch

alleging violations of three Iowa Rules of Professional Conduct: rule

32:1.7(a)(2), rule 32:1.7(b), and rule 32:1.8(a). On October 7, the Board

and Lynch filed a stipulation of agreed-upon facts and rule violations.

The commission held a hearing for the limited purpose of receiving

evidence on the appropriate sanction. Carolyn, Tom, and Terri each

testified. Lynch also testified at the hearing. He accepted responsibility

for the rule violations. Yet, he was adamant that he had orally advised

the Bells that he “could not be their attorney” with respect to the loan

agreements. 3 Lynch maintained he did not realize until 2014, when he

retained his own counsel, that he also should have notified the Bells in

writing of their need to obtain independent counsel before entering into
the loan transactions with him. Lynch added that all but one of the

investment properties had been sold and that his only way of repaying

the Bells would be from future earnings in his law practice.

Lynch further testified that he has been an active member of the

Iowa City community, serving on the Iowa City city council in the early

1980s and as an involved member of the Johnson County Bar

3Telling the Bells he could not be their attorney is not the same as telling them
they should retain outside counsel. Regardless, the commission did not find Lynch’s
testimony in this regard credible.
 7

Association. He indicated that he occasionally does pro bono work,

primarily in family law and divorce cases. Lynch has not been the

subject of any prior discipline.

Following the hearing, the commission found that Lynch’s conduct

violated rules 32:1.7(a), 32:1.7(b), and 32:1.8(a). In determining an

appropriate sanction, the commission questioned the credibility of

aspects of Lynch’s testimony. It also was “troubled by the fact that

[Lynch] has not even paid all the accrued interest on the money he

borrowed,” and instead “used sale proceeds from real estate and income

from his law practice to retire other personal debt.” The commission

indicated this kind of misconduct “made wholly vulnerable the

relationship between a lawyer and the client” and “warrants a

suspension to serve as a penalty to the lawyer and as a deterrent to

others.” The commission recommended that Lynch’s license be

suspended for nine months.

II. Standard of Review.

“We review attorney disciplinary matters de novo.” Iowa Supreme

Ct. Att’y Disciplinary Bd. v. Pederson, 887 N.W.2d 387, 391 (Iowa 2016);

see Iowa Ct. R. 36.21(1). “The Board must prove attorney misconduct by

a convincing preponderance of the evidence, a burden greater than a

preponderance of the evidence but less than proof beyond a reasonable

doubt.” Iowa Supreme Ct. Att’y Disciplinary Bd. v. Willey, 889 N.W.2d

647, 653 (Iowa 2017) (quoting Iowa Supreme Ct. Att’y Disciplinary Bd. v.

Stoller, 879 N.W.2d 199, 207 (Iowa 2016)). We give the findings and

recommendations of the commission respectful consideration; however,

“we may choose to impose a sanction that is lesser or greater than the

sanction recommended by the commission.” Id.
 8

Although stipulations of fact are binding on the parties, Pederson,

887 N.W.2d at 391, “[a]n attorney’s stipulation as to a violation is not

binding on us,” Willey, 889 N.W.2d at 653 (alteration in original) (quoting

Iowa Supreme Ct. Att’y Disciplinary Bd. v. Kingery, 871 N.W.2d 109, 117

(Iowa 2015)). “Even if an attorney’s stipulation concedes a rule violation,

we will only find that a violation occurred if the facts are sufficient to

support the stipulated violation.” Id.

III. Analysis.

A. Rule Violations. We agree that Lynch violated Iowa Rule of

Professional Conduct 32:1.8(a) when he procured personal loans from

Darrel and Carolyn Bell in 2008 and 2012 and from Tom and Terri Bell

in 2010, as well as when he obtained various extensions of those loans.

Rule 32:1.8(a) provides that

[a] lawyer shall not enter into a business transaction with 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 writing in a manner
that can be reasonably understood by the client;

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

(3) the client gives informed consent, in a writing
signed by the client, to the essential terms of the transaction
and the lawyer’s role in the transaction, including whether
the lawyer is representing the client in the transaction.

Iowa R. Prof’l Conduct 32:1.8(a). We have recognized that a personal

loan between an attorney and a client is a “business transaction” within

the meaning of this rule. See Iowa Supreme Ct. Att’y Disciplinary Bd. v.

Dolezal, 841 N.W.2d 114, 122–23 (Iowa 2013) (loan from an attorney to a

client); Iowa Supreme Ct. Att’y Disciplinary Bd. v. Wintroub, 745 N.W.2d
 9

469, 475 (Iowa 2008) (loan from a client to an attorney). “While there is

no blanket prohibition on such transactions, our ethical rules in this

area are very demanding.” Wintroub, 745 N.W.2d at 474; see Iowa

Supreme Ct. Att’y Disciplinary Bd. v. Wright, 840 N.W.2d 295, 302 (Iowa

2013) (“[L]awyers engaged in business transactions involving conflicting

interests with clients ‘have a duty to explain carefully, clearly and

cogently why independent legal advice is required.’ ” (quoting Wintroub,

745 N.W.2d at 474)).

There is no dispute that an ongoing attorney–client relationship

existed between Lynch and all four members of the Bell family at the

time the loan agreements were entered into. See Iowa Supreme Ct. Bd. of

Prof’l Ethics & Conduct v. Fay, 619 N.W.2d 321, 325 (Iowa 2000)

(recognizing that a “client” includes a person “who regularly rel[ies] on an

attorney for legal services . . . on an occasional and on-going basis”

(alterations in original) (quoting Comm. on Prof’l Ethics & Conduct v.

Carty, 515 N.W.2d 32, 35 (Iowa 1994))).

In this case, all three branches of the rule—subparts (1), (2), and

(3)—were violated. The loan terms were not fair and reasonable. Lynch

went to the Bells because he needed immediate money and could not get

it elsewhere. The interest rates were low for the risk involved, as

subsequent events have proved. 4 We agree with the commission that

Lynch did not advise the Bells orally of the need to obtain independent

counsel, let alone in writing as the rule requires. Informed consent in

writing was not obtained. These rule violations were not just technical.

4Lynch testified he needed the Bells’ money to pay “delinquent taxes.” The Bells’
money “mostly went to taxes.” Once Lynch entered into the loan transactions with the
Bells, he knew he “had to sell properties” because there was “no way” he could make
enough money to repay the loans.
 10

The stipulated facts and exhibits and the hearing record leave no doubt

that Lynch did not convey the full extent of his financial distress to the

Bells.

Next, we must determine whether Lynch violated rule 32:1.7,

which generally prohibits a lawyer from representing a client “if the

representation involves a concurrent conflict of interest.” Iowa R. Prof’l

Conduct 32:1.7(a). According to the rule, a concurrent conflict of

interest exists if “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.” Id. r. 32:1.7(a)(2).

We employ a two-step approach to determine whether an attorney

has violated rule 32:1.7. Stoller, 879 N.W.2d at 207–08. First, we

determine whether the attorney’s representation of a client is “affected by

his ‘responsibilities to another client, a former client, or a third person,’ ”

id. at 207 (quoting Iowa R. Prof’l Conduct 32:1.7(a)(2)), or here, “by a

personal interest of a lawyer,” Iowa R. Prof’l Conduct 32:1.7(a)(2).

Second, we consider whether the attorney’s representation was

materially limited by that personal interest. See Stoller, 879 N.W.2d at

208.

The comments to rule 32:1.7 explain that if a lawyer’s personal

financial interests interfere with a client’s interests, “it may be difficult or

impossible for the lawyer to give a client detached advice.” Iowa R. Prof’l

Conduct 32:1.7 cmt. 10. This is especially true when a lawyer and client

enter into a loan agreement and the lawyer then proceeds to advise the

client on other matters. See In re Appeal of Panel’s Affirmance of Dir. of

Prof’l Responsibility’s Admonition in Panel Matter No. 87–22, 425 N.W.2d

824, 826 (Minn. 1988) (per curiam) (recognizing that a debtor–creditor
 11

relationship clearly is “an adverse relationship” where the parties have

“differing interests” (quoting In re Conduct of Drake, 642 P.2d 296, 302

(Or. 1982) (en banc))). Once Lynch was in financial difficulty and had

amassed tens of thousands of dollars in debt to the Bells that he could

not repay, this created a conflict of interest for any future representation

of them. See Iowa R. Prof’l Conduct 32:1.7 cmt. 8 (noting that the

“critical questions” under the rule are “the likelihood that a difference in

interests will eventuate and, if it does, whether it will materially interfere

with the lawyer’s independent professional judgment”); see also

Disciplinary Counsel v. Dettinger, 904 N.E.2d 890, 891–92 (Ohio 2009)

(per curiam) (finding a conflict of interest when the attorney borrowed

$25,000 from a client and then “continued to represent [the client] in

various commercial and personal transactions”); In re Conduct of

Germundson, 724 P.2d 793, 795, 796 (Or. 1986) (en banc) (concluding

that “the [attorney’s] personal position as his client’s debtor” for

approximately $44,000 “reasonably might be expected to affect his

professional judgment in handling the client’s financial affairs”); In re

Scott, 694 A.2d 732, 735 (R.I. 1997) (per curiam) (“By assuming personal

responsibility to make the payments on the . . . loan and continuing to

represent all the parties to that transaction, [the attorney] violated Rule

1.7(b) of the Rules of Professional Conduct.”). Yet, Lynch continued to

represent them without a written waiver.

Rule 32:1.7(b)(4) requires that “each affected client give[ ] informed

consent, confirmed in writing,” to the conflict of interest. Iowa R. Prof’l

Conduct 32:1.7(b)(4). Not only did Lynch fail to obtain written informed

consent from the Bells before entering into the loan transactions with

them, he also failed to obtain written informed consent when he

continued to do legal work for them. See Iowa R. Prof’l
 12

Conduct 32:1.0(b), (e) (defining “confirmed in writing” and “informed

consent”). We therefore agree with the commission that Lynch violated

rule 32:1.7.

B. Sanction. We must now determine the appropriate sanction

for Lynch’s misconduct. “We seek to ‘achieve consistency with prior

cases when determining the proper sanction.’ ” Iowa Supreme Ct. Att’y

Disciplinary Bd. v. Crotty, 891 N.W.2d 455, 466 (Iowa 2017) (quoting

Iowa Supreme Ct. Att’y Disciplinary Bd. v. Templeton, 784 N.W.2d 761,

769 (Iowa 2010)). Nevertheless, “[a]lthough we consider our prior cases

instructive when we determine a proper sanction, ‘[t]here is no standard

sanction for [any] particular type of misconduct.’ ” Willey, 889 N.W.2d at

657 (second and third alterations in original) (quoting Stoller, 879 N.W.2d

at 218). Instead, “[w]e determine the appropriate sanction for a violation

of our rules based on the particular circumstances of each case.” Id.

When crafting a sanction, we consider the nature of
the violations, the attorney’s fitness to continue in the
practice of law, the protection of society from those unfit to
practice law, the need to uphold public confidence in the
justice system, deterrence, maintenance of the reputation of
the bar as a whole, and any aggravating or mitigating
circumstances.

Id. (quoting Stoller, 879 N.W.2d at 219). “Generally, sanctions in cases

involving improper business transactions between lawyers and clients

range from a public reprimand to revocation.” Iowa Supreme Ct. Att’y

Disciplinary Bd. v. Johnston, 732 N.W.2d 448, 456 (Iowa 2007); accord

Fay, 619 N.W.2d at 326.

Lynch argues the nine-month suspension recommended by the

commission is excessive, urging instead that the facts warrant only a

thirty-day suspension. Lynch points out that we have imposed sanctions
 13

of far less than a nine-month suspension in other attorney–client

business transaction cases.

For instance, in Wintroub—a case Lynch cites—an attorney had

engaged in two separate business transactions with the same client. 745

N.W.2d at 474. Wintroub and the client “were close personal friends for

many years before the two entered into an attorney–client relationship.”

Id. at 472. In the first transaction, Wintroub sold the client several

shares of stock in a company the attorney had formed. Id. In the

second, the attorney procured an unsecured, zero-percent interest loan

in the amount of $275,000. Id. Although the attorney made “significant

material disclosures” in connection with the transactions, it was

undisputed that the attorney did not advise the client of the need to

obtain independent counsel. Id. at 474–75. Once the client put pressure

on Wintroub to begin paying back the loan, the attorney was unable to

do so. Id. at 472. To make matters worse, the attorney then filed for

bankruptcy, so the client was not repaid the loan amount. See id. at

472.

In determining that only a public reprimand was needed, we

pointed out that Wintroub had already served a two-year suspension

imposed by the Nebraska Supreme Court for misconduct occurring

around the same time as the violations in our case. Id. at 477; see State

ex rel. Counsel for Discipline v. Wintroub, 678 N.W.2d 103, 113–14 (Neb.

2004). We emphasized that “[w]ithout this history, Wintroub’s ethical

violations would require suspension of his license for a three- to six-

month period of time.” Wintroub, 745 N.W.2d at 477. Accordingly, we

cautioned,

We are confident that this additional sanction in light of the
unusual historical circumstances of this file will not be
interpreted as a relaxation of our approach to situations
 14
where attorneys engage in business relations with clients,
which remain subject to the strictest scrutiny, or to the need
for attorneys to return client property.

Id.

Just recently, in Pederson, we suspended an attorney’s license for

sixty days when, among other things, the attorney violated rule 32:1.8 in

obtaining a $29,000 loan from a client. 887 N.W.2d at 390, 393, 395.

The attorney needed the funds to repay fees a court had ordered her to

repay. Id. at 390. As here, the client loan was still outstanding at the

time of the hearing. Id. There were other significant violations. Id. at

391–93.

Also, we recently suspended an attorney’s license for sixty days

based on his facilitation of an ill-fated loan transaction between two

clients. See Willey, 889 N.W.2d at 650, 658. In Willey, the attorney had

been working closely with a “client and business partner” in connection

with a business for which the attorney was the registered agent. Id. at

650. Willey advised a second client that the business was looking for

investors and suggested that the client could invest in the company for

$100,000, a transaction which would be structured as a loan. Id. The

attorney did not obtain informed consent in writing from this second

client and did not recommend the client consult with independent

counsel prior to advancing the funds in this high-risk transaction. Id. at

651. Nearly two years later, the client had not been repaid his $100,000
“investment.” Id. at 651–52. On review, we found violations of rules

32:1.7(a)(2) (concurrent conflict of interest) and 32:1.7(b)(4) (informed

consent). Id. at 656.

In determining that a two-month suspension was appropriate in

Willey, we recognized as an aggravating circumstance the harm to the

client, i.e., a loss of $100,000. Id. at 658 (“To this day, the [client has]
 15

not received any money for the[ ] investment.”). We also noted that the

client was not “a sophisticated or wealthy business person who was in a

position to lose his and his wife’s money.” Id. We cited repeated

instances of the attorney reassuring the client that the money would be

coming “soon”—in total, the attorney “continued to tell [the client] the

payment would be coming ‘just next week’ for nearly two years.” Id. We

said these and other aggravating circumstances “weigh[ed] in favor of a

longer period of suspension.” Id.

Earlier, in Committee on Professional Ethics & Conduct v. Hall, we

went so far as to revoke an attorney’s license for improper client business

transactions. 463 N.W.2d 30, 36 (Iowa 1990). In that case, the attorney

entered into numerous business transactions and joint ventures with a

client. Id. at 33–35. After several of these ventures failed, the attorney

found himself “in severe financial difficulty” and contacted the client

about his outstanding debts. Id. at 34. The attorney requested that the

client cosign a note to pay off a $200,000 debt and personally advance

an additional $81,500 to satisfy a second debt. Id. The attorney did not

advise the client to obtain independent counsel but instead indicated

“that the situation regarding the debts was urgent.” Id. The client

agreed and the attorney prepared a document reflecting the agreement,

including a provision that released the attorney from “any and all claims”

the client may pursue against the attorney or his law firm in the future.

Id. Ultimately, however, the attorney’s financial problems did not

improve, and the client was forced to pay most of the money owed on the

debts. Id.

We revoked the attorney’s license to practice law. Id. at 36. The

attorney in that case had committed several other serious rule violations.

Id. at 32–35. There was a separate docket involving the attorney’s acts of
 16

bank fraud. Id. at 32–33. The attorney also gave false testimony in a

sworn deposition. Id. at 35. Still, we also took note of the severity of the

violations surrounding the attorney’s financial dealings with his client.

Id. at 36. We pointed out that the attorney “did not enter into a one time

transaction with [the client] but, rather, a series of transactions

occurring over a four year period.” Id. We recognized these transactions

ended up costing the client “several hundred thousand dollars,” and

“[s]ome of the transactions were solely for the benefit of [the attorney].”

Id.

Several aggravating circumstances exist in the present case. 5

Lynch repeatedly went to the Bell family to borrow money over a period of

several years. We have emphasized that “[a] lawyer who engages in a

pattern of repeated offenses, even those of minor significance when

considered separately, can project indifference to the legal obligations of

the profession.” Pederson, 887 N.W.2d at 394; accord Hall, 463 N.W.2d

at 36 (taking into account the number of transactions between attorney

and client as well as the relevant time period).

Lynch’s misconduct resulted in serious economic harm to the

Bells. “Generally, ‘more severe discipline is warranted when the ethical
violations cause harm to clients.’ ” Wright, 840 N.W.2d at 303 (quoting

Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Jay, 606 N.W.2d 1, 4

5The parties have stipulated as to various aggravating and mitigating factors. To
the extent the parties have stipulated to facts (e.g., that Lynch has done work within the
community, including serving on the city council), those facts are binding on us. See,
e.g., Iowa Supreme Ct. Att’y Disciplinary Bd. v. Waterman, 890 N.W.2d 327, 331 (Iowa
2017). Stipulations of law (e.g., that community service can be considered a mitigating
factor) are not. See, e.g., State v. Mary, 368 N.W.2d 166, 170 (Iowa 1985) (determining
that the parties’ stipulation of the applicability of a law was nonbinding in a criminal
case). Nevertheless, we generally agree with the parties’ views as to the respective
aggravating and mitigating factors.
 17

(Iowa 2000)); see Willey, 889 N.W.2d at 658 (“We consider harm to a

client an aggravating factor.”). In Wright, we suspended the attorney’s

license for twelve months, due in part to the fact that the attorney had

facilitated numerous loans from five different clients in the total amount

of $236,500. See 840 N.W.2d at 297–98, 304. Here, Lynch’s conduct

has caused the Bell family to lose $177,000 in principal that was

advanced to Lynch. The Bells have also spent over $13,000 in attorney

fees attempting to collect the still unpaid loans.

Finally, we consider the fact that Lynch has over forty years of

experience as a licensed attorney in Iowa. See Iowa Supreme Ct. Att’y

Disciplinary Bd. v. Bartley, 860 N.W.2d 331, 339 (Iowa 2015) (noting that

an attorney’s “experience should have guided her away from the

violations that occurred in th[at] case”). At the hearing, Lynch testified

he was unaware that he needed to advise the Bells in writing that they

should seek independent counsel or that he should have obtained their

written informed consent. The commission did not find this testimony

credible; nor do we. An attorney with Lynch’s experience would know

better.

Several mitigating circumstances are also present. Lynch has not

been the subject of prior discipline. See Iowa Supreme Ct. Att’y

Disciplinary Bd. v. Qualley, 828 N.W.2d 282, 294 (Iowa 2013)

(recognizing as a mitigating factor that “the record does not disclose any

prior disciplinary action”). He has a lengthy history of serving his

community. See Willey, 889 N.W.2d at 658 (“Willey has engaged in

extensive community service, which we also consider a mitigating

factor.”). Lynch also performs pro bono legal representation, primarily in

family law and divorce cases. See Iowa Supreme Ct. Att’y Disciplinary Bd.

v. Waterman, 890 N.W.2d 327, 332 (Iowa 2017) (recognizing pro bono
 18

work as a mitigating factor). In addition, Lynch has self-reported his

misconduct, generally taken responsibility for that misconduct, and

cooperated with the investigation. See id. (noting these mitigating

factors). Having said that, Lynch did not self-report until June 2014,

after he knew the Bells had sought out independent counsel. See

Bartley, 860 N.W.2d at 339 (recognizing that self-reporting is a mitigating

factor but may be “lessened somewhat” depending on the

circumstances).

We conclude that Lynch’s license should be suspended indefinitely

without possibility of reinstatement for six months. The misconduct here

was more serious than that involved in Pederson and Willey. To bail out

his collapsing real estate investments, Lynch turned to his longstanding

clients, serially obtaining loans that undoubtedly no commercial lender

would have made. Lynch provided no meaningful disclosures to his

clients of the sort a commercial lender would have required and instead

told them he needed the money right away. If Lynch had done even part

of what rule 32:1.8 requires, in all likelihood the loans would never have

occurred. Through his ethical violations, Lynch took advantage of his

clients for his personal benefit. As the commission put it, “Respondent’s

misconduct has made wholly vulnerable the relationship between the

lawyer and the client.”

Still, the Board does not contend, nor has it attempted to prove,

that Lynch engaged in fraud. The violations, although serious and

recurring, had a single starting-point and were “uncharacteristic” when

measured against the attorney’s lengthy legal career. See Bartley, 860

N.W.2d at 337, 339 (imposing a six-month suspension on an attorney for

neglect and improper fee payment compounded by “a series of knowing

misrepresentations to her law firm and the court” and “fraudulently
 19

prepared documents”). Wintroub therefore appears to us to be a relevant

precedent. 745 N.W.2d at 474. For these reasons, and after taking into

account all the matters relevant to sanction described above, we impose

a six-month suspension.

IV. Conclusion.

For the reasons stated, we suspend Lynch from the practice of law

with no possibility of reinstatement for six months. This suspension

applies to all facets of ordinary law practice. See Iowa Ct. R. 34.23.

Lynch must timely notify his clients in all pending matters pursuant to

Iowa Court Rule 34.24(1). At the conclusion of the suspension, Lynch

will be required to file a written application for reinstatement. See id.

r. 34.23(1).

To establish his eligibility for reinstatement, Lynch must also

demonstrate that he has either repaid the Bell loans, entered into

agreed-upon plans with the Bells for repaying the loans (and be current

on those plans), or filed bankruptcy in order to discharge or restructure

the loans. See Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Walters,

603 N.W.2d 772, 778 (Iowa 1999) (conditioning reinstatement on the

attorney repaying a judgment relating to a loan transaction with a former

client); see also Iowa Supreme Ct. Att’y Disciplinary Bd. v. Ries, 812

N.W.2d 594, 600 (Iowa 2012) (conditioning reinstatement on repayment

of a small claims judgment owed to former clients).

Lynch is assessed the costs of this action. See Iowa Ct.

R. 36.24(1).

LICENSE SUSPENDED.