People v. Adams

Related Cases

Justice EID,

concurring in part and dissenting in part.

I agree with the majority's holding that a claim for the recovery of trust funds under section 38-22-127(1) of the Trust Fund Statute is assignable on a contingency fee basis. Accordingly, I join parts ILA., B. and C. of the majority's opinion. However, I disagree with the majority's determination that Adams engaged in the unauthorized practice of law after January 1, 2007, and therefore dissent from the remainder of the opinion.

I.

The majority rests its unauthorized practice of law determination on two grounds, neither of which is persuasive. First, while the majority properly concludes that the initial assignments to Adams were invalid because the subcontractors retained significant control over the assigned claims, the record demonstrates that by February of 2006, Adams had replaced the invalid assignments with new assignments in which the subcontractors "fully and completely assign[ed]" all rights to any and all claims. Adams therefore did not act in an improper representative fashion when he pursued the claims after January 1, 2007.

Second, the majority concludes that, because only the claim for the recovery of the trust funds themselves, not the treble damages penalty, is assignable, Adams engaged in the unauthorized practice of law in pursuing the claim for treble damages. But the consequence of pursuing an assigned claim that is later determined to be non-assignable as a matter of law is simply that the assignee cannot collect on the unassignable portion of the assignment, not that he engaged in the unauthorized practice of law. See, e.g., Kruse v. McKenna, 178 P.3d 1198, 1202 (Colo.2008) (affirming trial court's dismissal with prejudice of assignee's action to recover assigned claim where claim was unassignable as a matter of law). For these reasons, I respectfully dissent from the majority's holding that Adams engaged in the unauthorized practice of law.

IL.

At the hearing before the presiding disciplinary judge, serving as the hearing master, the People presented evidence of nine different agreements between subcontractors and Adams that purported to assign, to Adams, certain claims against three contractors. The People asserted that Adams' subsequent pursuit of the claims in bankruptcy court after January 1, 2007 amounted to the unauthorized practice of law. The hearing master agreed with the People's argument in five of the nine instances and held that, in those five cases, Adams engaged in the unauthorized practice of law because the subcontractors' claims under the Trust Fund Statute were unassignable on a contingency fee basis. The hearing master reasoned that because Adams would be paid on a contingent fee basis, he was representing the subcontractors' interest, rather than his own, in pursuing the claims and that therefore he engaged in the unauthorized practice of law.

The majority opinion, correctly in my view, departs from the hearing master's conclusion that the claims under the Trust Fund Statute are unassignable on a contingency fee basis. I agree with the majority that the right to recover trust funds is assignable on a contin-*269geney fee basis, but that the right to recover treble damages is unassignable because it is a penalty. Maj. op. at 268-64. But the majority then goes on to find that Adams engaged in the unauthorized practice of law on two, in my view unconvincing, rationales.

A.

The majority's first rationale is correct as a matter of law, but incorrect as applied to the facts of this case. Essentially, the majority finds that because the subcontractors retained a significant interest in their claims, Adams' pursuit of them amounted to representation of the subcontractors' interests, and hence amounted to the unauthorized practice of law. Maj. op. at 266-67. In other words, the majority finds that the assignments created an impermissible representative relationship. While I agree that the initial documents between the parties created such a representative relationship, the documents that were in place at the time pertinent here made clear that Adams pursued the assigned claims on his own behalf.

The majority states that "no specific formality is required to execute a valid assignment, but the intent to make an assignment must be clearly reflected in the plain language of the parties' agreements." Maj. op. at 263 (citing Lookout Mtn. Paradise Hills Homeowners' Ass'n v. Viewpoint Assoc., 867 P.2d 70, 73-74 (Colo.App.1993); Parrish Chiropractic Ctrs., P.C. v. Progressive Cas. Ins. Co., 874 P.2d 1049, 1055 (Colo.1994)). The majority's analysis in the remainder of its opinion, however, is untethered from the actual documents at issue in the case.

The alleged violations in this case are based on assignments related to five subcontractors. All of the assignments were originally executed in March and April of 2005. Each assignment consists of two documents: an "Assignment of Rights to Debt of Claim" (the "Assignment") and an "Agreement for Collection Services" (the "Collection Services Agreement"). See, eg., Pet'r Ex. 120 & 121. The Assignment broadly conveys to David J. Adams any and all claims held by the subcontractor against a single, specific contractor. This Assignment, in and of itself, is valid. However, the Collection Services Agreement, executed at the same time as the Assignment, is problematic.

That agreement places certain terms on the purported Assignment and conflates the assignment of rights to a claim with the offering of collection services. Specifically, the Agreement refers to the purported assignor as "Client," and allows the Client to maintain control over the methods of collection,8 inspect the books of the assignee,9 cancel the agreement,10 reassign the claim to itself,11 and restrict future assignments.12 Read together, the provisions describe a representative relationship for the performance of collection services, the pursuit in court of which amounts to the unauthorized practice of law. Although in some of the later versions of the five Collection Services Agreements, Adams began to cross-out the language allowing for a withdrawal of the account at the election of the subcontractor,13 *270the remaining clauses still invalidate an assignment of all interest in the claim.

Significantly, however, in February 2006-after the bankruptey court issued its ruling in Adams v. Tamminga, 04-1797-MER, finding that Adams had no standing to pursue the assigned claims under the original form of assignment and subsequent forms with stricken language-Adams drafted and completed new assignments with all five of the relevant parties.14 The new forms of assignment resemble the form of assignment previously used and are similarly titled "Assignment of Rights to Claim." However, they are not accompanied by a Collection Services Agreement. They consist of a single paragraph, in which the subcontractor "fully and completely" assigns to "David J. Adams, doing business as Bulldog Construction Services (Adams)" all rights to any and all claims against the bankrupt contractor, in consideration for "50% of any amounts collected by Adams" on the claim. The new assignment form states unequivocally that Adams is "the sole party in interest to any action" regarding the claims and divests the named subcontractor to any right to action relating to the claims. Based on the language of the new assignment, the subcontractors did not retain any interest in the assignment except the right to be paid based upon the outcome of Adams' collection efforts. These assignments were valid.

The language of the new assignments shows the clear intent to replace prior assignments and agreements by stating that the new assignment is "the full and complete agreement" between Adams and the subcontractor. The new assignments, on their face, displace the earlier ones. Therefore, after February 2006, Adams was the sole party in interest to the claims.

As the sole party in interest, Adams could pursue the claims pro se. Under Colorado law, corporations are required to be represented by counsel but an individual has the right to represent himself pro se, as his own counsel, in civil and criminal cases. CAR. Rule 5(b)(7); 28 U.S.C. § 1654. Because the

new form of assignment assigns all claims to David J. Adams, an individual doing business as, the claims can be pursued by Adams pro se, without representation and regardless of the contingency fee basis for payment. See Sprint Comm. Co. v. APCC Servs., 554 U.S. 269, 128 S.Ct. 2531, 171 L.Ed.2d 424 (2008) (upholding the right to sue by an assignee for collection on a contingency fee basis); see also Thibodeaux v. Creditors Serv., Inc., 191 Colo. at 217, 551 P.2d at 715-16 (1976) (stating that a contingency payment may provide valid consideration for an assignment and does not bear upon the assignee's status as the real party in interest).

The majority finds that the subsequent assignments continued to be invalid because, "[iln the words of the [hearing master]: [Adams] testified that the subcontractors . whether or not in writing, always retained the right to back out of an assignment prior to resolution of the claim."" Maj. op. at 267. Apparently, the hearing master based this conclusion on Adams' testimony, in which he stated a willingness to reassign the claims back to the subcontractors if they had so requested because "[even though it's my debt, that's the right thing to do." Maj. op. at 260.

It is unclear why the majority finds this fact to be significant. While Adams would have reassigned the claims as a matter of good business practice, such willingness would not defeat the validity of the assignments; he made clear in his testimony that "it's my debt." Moreover, the majority cites no authority for the proposition that an assignment loses its validity upon reassignment; nor does it point to any evidence that Adams ever actually reassigned the claims.

It may be the case that the majority believes that the second assignments could be defeated by a contrary understanding of the subcontractors. See maj. op. at 259-60, 264-65. Yet there is no justification for relying on parol evidence in this case to contradict the language of the new assignments. See Boyer v. Karakehian, 915 P.2d 1295, 1299 (Colo.1996) ("In the absence of allegations of *271fraud, accident, or mistake in the formation of the contract, parol evidence may not be admitted to add to, subtract from, vary, contradict, change, or modify an unambiguous integrated contract."). Nor does the holding of the bankruptey court in Adams v. Peder-son, 04-1854-HRT, stand for this proposition15 In addition, such an understanding would run directly counter to the hearing master's findings. According to the hearing master:

The testimony of the subcontractors/eredi-tors consistently demonstrated they each intended to assign their claim to [Adams] and thereby surrender all rights to the claim, except for the 50% contingency from any recovery. In addition, they understood [Adams] could reassign the claim back to them. They understood [Adams] maintained sole control over any action to collect the debts including litigation and/or settlement of the claims.

(emphasis added) (footnote omitted regarding Adams' testimony as to his willingness to reassign the claims back to the subcontractors). Indeed, the hearing master concluded that "[the evidence presented during the hearing supports a finding that the [subcontractors] did not intend to retain an interest in the assigned claims beyond a contingent right to payment." Had it not found the claims unassignable on a contingency fee basis, the hearing master could not have concluded that Adams engaged in the unauthorized practice of law based on its factual conclusions.

B.

The majority's second rationale, which is woven throughout the first, suggests that Adams engaged in the unauthorized practice of law because he pursued claims for treble damages, which are not assignable, in addition to pursuing claims for recovery of the trust funds themselves. Maj. op. at 264-65 ("Because the subcontractors' claims to treble damages ... were not assignable, Adams never had the right to pursue them."). The majority appears to believe that any time a pro se assignee pursues an assigned claim in court, and that claim is later determined to be unassignable, the assignee has engaged in the unauthorized practice of law. But that is simply not the case. As our most recent consideration of this issue demonstrates, the consequence of pursuing an assigned claim that is later determined to be unassignable as a matter of law is simply that the assignee cannot collect on that claim, not that the assignee has engaged in the unauthorized practice of law. In Kruse, we affirmed the trial court's dismissal with prejudice of an assignee's claim for liquidated damages because we found that the damages constituted a penalty that could not be assigned. 178 P.3d at 1202 (affirming trial court's dismissal with prejudice of assignee's action to recover assigned claim where claim was unassignable as a matter of law).

The majority does not expressly explain why it believes that pursuing an unassignable claim on a pro se basis amounts to the unauthorized practice of law. It appears to believe that the pro se pursuit of an assignment that is deemed invalid on any basis amounts to the unauthorized practice of law. Maj. op. at 264 (citing the hearing master's holding that the assignments were invalid because they arose under the Trust Fund Statute). But not every invalidity renders the pro se pursuit of an invalid assignment the unauthorized practice of law. The specter of unauthorized practice is raised only when the invalidity suggests a representative relationship.16 Adams' pursuit of treble damages in *272addition to the recovery of trust funds does not, in and of itself, mean Adams engaged in the unauthorized practice of law; it only becomes problematic if that pursuit was done on a representative basis. Indeed, if the majority were correct-that is, if a pro se assignee risked engaging in the unauthorized practice of law if the assigned claim he was pursuing was ultimately determined to be unassignable-far fewer assignments would be made or pursued. This is contrary to the proposition that "Colorado law generally favors the assignability of rights." Maj. op. at 261 (citing Roberts v. Holland & Hart, 857 P.2d 492, 495 (Colo.App.1993)).

The majority's mistaken belief that any invalidity in the assignment constitutes the unauthorized practice of law by Adams leads it to chastise him for the "inadequate and faulty legal analysis" which served as the basis for the purported assignments and subsequent pursuit of treble damages. Maj. op. at 267. However, our opinion in Kruse, in which we determined that a liquidated damages claim constituted a penalty and was therefore unassignable, was not even issued until March of 2008, long after the January 1, 2007, date on which the alleged incidents of unauthorized practice of law occurred here. In fact, in Kruse we reversed the court of appeals' contrary holding that was in place at the time pertinent to this case. But even setting the timing issue aside, no court or other body that considered this case prior to the majority's opinion today-not the bank-ruptcey courts, nor the federal district courts, nor the hearing master-rested its decision on the conclusion the majority reaches: namely, that claims for the recovery of trust funds are assignable on a contingency fee basis, but claims for treble damages for wrongful withholding of the funds are not. In other words, the majority cannot criticize Adams for failing to come to a conclusion that no other adjudicator reached.

Because I would not find that Adams engaged in the unauthorized practice of law after January 1, 2007, I would not impose costs or fines on him. See maj. op. at 267-68 (declining to impose fines but imposing costs). But even if I agreed with the majority that Adams engaged in the unauthorized practice of law, I would not impose costs in this case. The facts presented here run far afield from the core concerns of the prohibition on the unauthorized practice of law. In People v. Shell, 148 P.3d 162, 171 (Colo.2006), for example, we found that the respondent had engaged in the unauthorized practice of law where, inter alia, she had "direct[ed]" an individual "to follow her legal advice." Here, by contrast, the hearing master found that the claims were assigned "with the full understanding that [Adams] was not an attorney and that he could not provide ... legal advice." Even in Shell, where we imposed fines for respondent's direct violation of this court's order enjoining her from the unauthorized practice of law, we declined to impose costs. Id. at 178. To do so here would be inappropriate under the cirenmstances.

For the reasons stated above, I join part II.A.2. of the majority's opinion, and respectfully dissent from parts ILB. and II.C.

I am authorized to say that Justice RICE and Justice COATS join in this concurrence in part and dissent in part.

. Clause 2 of the Collection Services Agreement states that "the Company", ie., Bulldog Construction Services and David J. Adams, shall comply "with all internal policies of Client concerning collection activities, provided, the Company is made aware of such policies prior to beginning any collection activities."

. Clause 7 states that the Client "shall have the right during the Company's normal business hours to reasonably inspect and audit the Company's books and records relating to all of the Client's Accounts."

. Clause 13 allows Client to cancel the agreement at any time "by sending the Company a 30-day notice via certified mail requesting cancellation of the Company-Client Agreement."

. Clause 4 allows withdraw/reassignment of the claim upon election of the Client and after the payment of an hourly rate of fifty dollars per hour plus expenses.

. Clause 15 restricts future assignment of the assignee's rights in the claim without prior written consent of the Client.

. The Collection Services Agreement between Adams and three subcontractors, the last line of Clause 4, which allows for Client-elected withdrawal and reassignment of the claim, is crossed out.

. The new assignments are undated but facsimile date stamps show dates between February 17 and February 22, 2006.

. The majority incorrectly quotes the Pederson Order as stating that the new assignments were ineffective. Maj. op. at 264-65. However, Ped-erson merely adopted the reasoning of Adams v. Tamminga and held that the initial revisions made to the Collection Services Agreement (similar to those discussed in footnote 6 above) did not alter the nature of the relationship between Adams and the subcontractors. The new assignments at issue here, which did serve as final and complete transfers of the rights of the subcontractors, were drafted and completed in 2006 after (and based on) the bankruptcy court's ruling in Tamminga. Therefore, the Pederson holding applies only to the initial changes to the Collection Services Agreement (which failed to change the relationship between Adams and the subcontractors) but does not address the subsequent, valid assignments completed in 2006.

. For example, the hearing master concluded that the fact that the assignments were made on a contingency fee basis transformed Adams' pursuit of them into the unauthorized practice of *272law. The hearing master reasoned that because of the contingency fee, the subcontractors continued to own the claims, and that therefore Adams was representing their interest when he pursued them. But the hearing master did not suggest that any invalidity in the assignment constitutes the unauthorized practice of law.