Attorney Grievance Commission v. Saridakis

Dissenting Opinion by WILNER, J., which GREENE, J., joins.

In 1994, respondent prepared a Will for a client under which, at the client’s express direction and without any solici*438tation from respondent, he became a substantial legatee. The Court acknowledges that (1) there is no evidence in this record that respondent, or anyone on his behalf, exercised any undue influence on the testatrix with respect to the Will, and, indeed, when faced with the client’s direction to include himself as a beneficiary, respondent attempted to dissuade her, (2) upon her insistence, he recognized the need for the client to have independent legal advice in the matter and so advised her, (3) when she responded that she did not know any other lawyers and had no ability to seek out one, he obtained for her a qualified lawyer (Lawlor) with whom he had no personal, ongoing professional, or business relationship beyond the fact that the two shared a conference room and receptionist in their office suite, (4) there was no collusion of any kind between respondent and Lawlor, and (5) Lawlor met with the client, acted as her counsel, and gave what the trial judge who heard all of the evidence regarded as true independent legal advice.

Nonetheless, the Court finds that respondent violated the versions of MRPC 1.8(c) and 8.4(d) in effect in 1994 because respondent was not sufficiently prescient to anticipate this Court’s unique pronouncement nine years later in Attorney Grievance v. Stein, 373 Md. 531, 819 A.2d 372 (2003), that, as a matter of law and notwithstanding the facts, a lawyer cannot, in these circumstances, be regarded as giving independent legal advice if he or she shares office space with the respondent. The Court, at least tacitly, recognizes the gross unfairness of that determination by sending the case back to Bar Counsel so that he can dismiss it. That, to me, is a classic “cop-out” and wholly inappropriate. The Court pronounces publicly that respondent has been guilty of serious violations of the Rules of Professional Responsibility, which will tar him for the rest of his career, and yet directs Bar Counsel quietly to dismiss the case.

With respect, I dissent. If, as the Court holds, respondent violated MRPC 1.8(c) and 8.4(d) because he should have known that it was impermissible to obtain a lawyer with whom he shared office space to give independent legal advice to his *439client, he should be punished for that misconduct. If the Court is right that respondent should somehow have known that his conduct was unlawful and prejudicial to the administration of justice, the petition should not be dismissed, with or without a warning. He should be sanctioned as other lawyers have been for that very kind of violation. The problem is that the Court is dreadfully wrong in finding those violations; that is the unacceptable unfairness.

The version of MRPC 1.8(c) in effect in 1994 provided, in relevant part, that

“A lawyer shall not prepare an instrument giving the lawyer or a person related to the lawyer ... any substantial gift from a client, including a testamentary gift, except where:
(1) the client is related to the donee; or
(2) the client is represented by independent counsel in connection with the gift.”

That version of MRPC 1.8(c) was adopted by the Court effective January, 1987. There was no counterpart to the Rule in the previous Disciplinary Rules, although former Ethical Consideration 5-5 stated that “if a client voluntarily offers to make a gift to his lawyer, the lawyer may accept the gift, but before doing so, he should urge that the client secure disinterested advice from an independent, competent person who is cognizant of all the circumstances.” Unquestionably, respondent satisfied that requirement. He did urge his client to obtain such advice.

There was nothing in the previous Disciplinary Rule or Ethical Consideration and there was nothing in MRPC 1.8(c) or any comment to it that purported to define “disinterested advice,” “independent person,” or “independent counsel,” or that stated any specific criteria for determining who might or might not qualify. Nor, in 1994, was there any judicial gloss from this Court in that regard. We had not yet construed the Rule. Lawyers were left to use their best, honest judgment.

Respondent had represented the client, Ms. Speed, since 1983, and he became, in addition to her lawyer, a trusted advisor and friend. Ms. Speed had no children and, after the *440death of her husband, no close relatives other than a sister in ill health in Baltimore and a niece in Ohio. Respondent had drafted several Wills for Ms. Speed and a power of attorney in which she named him as her health care agent. So far as this record reveals, all of this was quite proper. After Ms. Speed suffered a stroke in 1992 and had to be placed in a nursing home, respondent visited her frequently, continued to manage her affairs, and, as the Court notes, served as her “family member” at meetings with the nursing home staff.

In 1993, Ms. Speed asked respondent to prepare a new Will in which he, Ms. Speed’s sister, her former and current trust officers, and her godson would be named as residuary legatees. She apparently had no desire to name her niece in Ohio as a beneficiary. Respondent made clear to Ms. Speed that he was not comfortable with any bequest to him and asked that she think about it some more. When, several months later, she repeated her request that he prepare the Will as directed, he again expressed discomfort at drafting a Will in which he would be a beneficiary. She insisted, whereupon he told her that she would need to consult another attorney. She responded that she did not know any other attorneys and was not in a position to find one. Respondent thereupon drafted the Will as directed but, before presenting it to her for her signature, he consulted Mr. Lawlor, an attorney whom he knew and respected, explained the situation and his concern, and asked if Lawlor would review the Will with her. Respondent and Lawlor shared a receptionist and a conference room but had entirely separate offices and practices and no other personal, professional, or business relationship. The trial judge found, on essentially undisputed evidence, that “the configuration within the suite was not substantially different than if Mr. Lawlor occupied an office next door. With the independent practices each firm had, there was no working relationship between them.”

Mr. Lawlor visited Ms. Speed at the nursing home. Although respondent introduced him to her and explained that Lawlor would go over the Will with her, respondent left the room when that occurred. The trial judge found as a fact that *441Lawlor “acted as independent counsel” to Ms. Speed. The judge concluded that Lawlor “proceeded to have a general conversation with her which allowed him to form an opinion that she was competent to make and execute a will” and that “[h]e followed by going over her will in detail and confirming her donative intent to make the included bequest.” Lawlor opened a file and charged Ms. Speed for his services. Ms. Speed executed a codicil to the Will in 1994 that did not change any of the bequests, and she died in April, 2000.

When the relevant events here occurred, in 1994, no State in the country, including Maryland, had adopted the view that, as a matter of law, the mere sharing of office space with the client’s attorney precludes an attorney from being considered as independent counsel for purposes of MRPC 1.8(c). Indeed, so far as I can determine, there had, at the time, been only one reported attorney discipline case in which the sharing of office space was even mentioned in this context—People v. Berge, 620 P.2d 23 (Colo.1980).

In Berge, an attorney was charged, among other things, with exerting undue influence on a client in connection with the preparation of a Will in which the attorney was named as a beneficiary and failing to adopt appropriate safeguards to avoid undue influence and the appearance of impropriety in respect to the drafting and execution of the Will. Berge had prepared a Will for the client in 1967 in which he was not named as a beneficiary. In 1968, the client asked Berge to prepare a new Will in which Berge would be a beneficiary. Recognizing the conflict, Berge declined to prepare the Will and recommended two other attorneys. The client rejected those recommendations and asked if there was someone in Berge’s office who could draft the Will. Berge suggested an attorney (Smith) whom he described as independent, but who rented office space from Berge’s law firm, shared with the firm all office expenses, including secretarial salaries and telephone expenses, on a proportional basis, and had a close personal relationship with the members of the firm.

*442Berge informed Smith that his client wanted to make Berge a beneficiary and asked Smith to prepare the Will. Smith met with the client and went over a marked-up copy of the existing Will. They did not discuss the client’s family situation, the tax consequences of the proposed new Will, or any other factors that might have affected the Will. The conference took between ten and fifteen minutes, and Smith gave the client “no substantive advice.” Id. at 25. In contrast to the old Will, the new one left Berge 47% of the residuary estate and contained an in terrorem clause disinheriting any beneficiary who challenged the Will. The client returned to Smith’s office several days later and signed the Will in Berge’s presence, with Berge acting as a witness.

The relevant standard in Colorado with respect to this conduct was Ethical Consideration 5.5, which, as noted, allowed a lawyer to accept a gift from a client but before doing so was supposed to urge that the client secure disinterested advice from an independent, competent person who is cognizant of the relevant circumstances and that “[o]ther than in exceptional circumstances, a lawyer should insist that an instrument in which his client desires to name him beneficially be prepared by another lawyer selected by the client.” The Colorado court concluded that Berge’s conduct did not satisfy that standard. It noted:

“The close relationship of the respondent and his firm with Smith is inconsistent with the appearance of independence. Much more importantly, the manner in which Smith handled this matter establishes that he was not independent in fact. His inquiry into the facts essential to proper representation was minimal. He did not inquire into [the client’s] family situation, the size of his estate, or any other facts essential to proper representation. He gave [the client] no substantive advice, but acted only as a scrivener in making changes noted on a copy of an earlier will ... He never billed [the client] even though he had no expectation of becoming attorney for the estate. Smith candidly admitted that his services in the matter were performed as a favor to the respondent____The way he treated this matter testifies *443eloquently to the close relationship between the respondent and Smith and to Smith’s lack of independence.”

Id. at 27 (Emphasis added).

That, essentially, was the legal landscape when respondent prepared the Will for Ms. Speed. Every court that had considered the issue, whether in the context of an attack on the Will for undue influence or in an attorney grievance context, looked at all of the underlying facts—the overall connection between the two lawyers and the actual conduct of the second attorney—in deciding whether the first attorney’s conduct was proper. See, for example, In re Lobb’s Will, 177 Or. 162, 160 P.2d 295 (1945); In re Moses’ Will, 227 So.2d 829 (Miss.1969); State v. Beaudry, 53 Wis.2d 148, 191 N.W.2d 842 (1972). None had purported to hold that the sharing of office space alone precluded an otherwise independent attorney from acting as such and giving independent advice.

What dooms respondent, in the Court’s eyes, is this Court’s Opinion in Attorney Grievance v. Stein, supra, 373 Md. 531, 819 A.2d 372, filed nine years after the relevant events in this case. In that case, when his client indicated a desire to have a new Will prepared under which Stein would be a beneficiary, Stein suggested that the client speak with another attorney in his law firm. He never suggested that she consult independent counsel, and she never did so. The client did not contact the suggested lawyer, or any other lawyer, and Stein prepared the Will, under which he received one-third of the residuary estate. In sustaining a finding that Stein had violated MRPC 1.8(c)—the same version of the Rule that existed in 1994—the Court noted:

“Respondent drafted a will for his client in which he stood to inherit a substantial gift. He was not related to the client, and the client did not consult with independent counsel. The independent counsel required by the Rule must be truly independent—the requirement of the Rule may not be satisfied by consultation with an attorney who is a partner of, shares space with, or is a close associate of the attorney-drafter. See, e.g., People v. Berge, 620 P.2d 23, 27 *444(Colo.1980); State v. Beaudry, 53 Wis.2d 148, 191 N.W.2d 842, 844-45(1971).”

(Emphasis added).

That is the first time, to my knowledge, that any court has held, seemingly as a matter of law, that a lawyer who merely shares office space with the client’s attorney cannot be regarded as independent for purposes of MRPC 1.8(c). The uniqueness of that statement is remarkable for two reasons. One, it clearly was dicta. As noted, the client did not consult with any other lawyer before signing the Will drafted by Stein, so the issue of whether a lawyer sharing space could render independent advice was simply not presented. Second, neither Berge nor Beaudry—the two cases cited by the Court— support the conclusion that space-sharing is an automatic disqualification. Berge has already been discussed. The issue there was not space-sharing but rather the overall relationship between Smith and Berge and the fact that Smith never even purported to give independent advice to Berge’s client. Beau-dry is even less on point.

Beaudry was founded on two earlier Wisconsin cases—State v. Horan, 21 Wis.2d 66, 123 N.W.2d 488 (1963) and State v. Collentine, 39 Wis.2d 325, 159 N.W.2d 50 (1968). At the time of Horan, there was no Rule in Wisconsin governing the drawing of a Will by a lawyer for a client in which the lawyer was to be a beneficiary, and the commentators were in some disagreement as to whether, or under what circumstances, it was proper for a lawyer to undertake such work. Concerned about the lurking problem of undue influence, the Horan court concluded that “prudence requires that such a will be drawn by some other lawyer of the testator’s own choosing so that any suspicion of undue influence is thereby avoided.” Id. at 491. The court added a caveat, however—that a lawyer could draw a Will for a client in which the lawyer would be a beneficiary “after fully advising his client of the effect thereof and when he is justified in believing that there is or will be independent competent evidence which rebuts the inference [of undue influence].” Id. at 492.

*445In Collentine, the court disavowed that caveat and closed the loophole, concluding that:

“When a testator wishes to have his attorney draft a will in which that attorney is entitled to anything more than he would be at law, it is the absolute duty of the attorney to refuse to act. He has the responsibility of advising his client to consult another attorney if he wishes to pursue such a bequest.”

Collentine, 159 N.W.2d at 53.

Under that approach, as the Wisconsin court acknowledged in Beaudry, a lawyer was forbidden to draft a Will for a client, even a close relative, if the lawyer or a member of the lawyer’s family would receive a bequest greater than if the client died intestate. See Beaudry, 191 N.W.2d at 843. In Beaudry, the Will at issue was drafted after the decision in Horan but about two-and-a-half months before the decision in Collentine. Beaudry was not related to his client and would therefore have received nothing from her had she died intestate, so, under Collentine, he was precluded from drafting a Will for her that provided any bequest to him. When his client, who had suffered a stroke and was in a nursing home, insisted on making him a beneficiary, he told her that another attorney would have to draft the Will, and he asked whether she wanted him to find another attorney for her. She said that she did, and Beaudry found a young attorney, with limited experience, who had represented him in some minor matters. He explained to the attorney that the client wanted to disinherit her son and make Beaudry the principal beneficiary. He took the attorney and the attorney’s secretary (who was also his sister), to the nursing home for the purpose of actually writing a Will, which the attorney did and had the client sign.

In a disciplinary action against Beaudry, the court concluded that the duty of an attorney who selects another attorney to draft a Will for a client is to select “as competent and as independent an attorney as the client would pick out,” not a mere scrivener. Beaudry, 191 N.W.2d at 844. It was thus Beaudry’s responsibility “to instruct [the other lawyer] he was *446to act as an independent attorney for [the client] with no obligations to him and ascertain from her by specific inquiry what her intentions were, the natural objects of her bounty, the value of her property, and all other matters which would be pertinent to her testamentary capacity to make a will and her intentions for the disposition of her property.” Id.

There was no office-sharing in Beaudry. The problem was the overall close relationship between the two attorneys and the manner in which the Will was drafted, presented, and executed.

I accept the statement in Stein relied on by the Court as the current controlling law in Maryland—a bright line that, from the date the Opinion was filed, lawyers were bound to heed. To apply that bright line to conduct that occurred nine years before it was painted, however, when neither the Rule itself nor any court in the country gave any hint of such a line, is wholly unfair. In concluding that Stein did not constitute a “clear break” with pre-existing law, the Court seems either to be ignoring the fact that no court in the country had previously even dealt with the issue, much less decided it, or to be resurrecting some notion of that “brooding omnipresence” lurking in the ether, waiting for the Court, in its discerning wisdom, to discover and bring it to earth, but which, even before that discovery and articulation, has constituted the law and thus governed human behavior from the time of Adam and Eve.

Such a notion—that the law was always there, even if never articulated by any court or legislature—is, at best, an unwarranted extension of natural law theory, and, while it may have influenced the intellectual meanderings of the Eighteenth Century judicial establishment, it has long, and for good reason, been replaced by the more realistic precept of legal positivism. As applied by the Court in this case, it would presume a clairvoyance that, for ordinary mortals, is wholly unreasonable and that I suspect even the current (and retired) members of this Court do not possess.

*447I would sustain the findings and conclusions of the trial judge and dismiss the complaint against Mr. Saridakis. If there is no violation of MRPC 1.8(c), there cannot, on this record, be any violation of MRPC 8.4(d). The Court should do the right thing and dismiss the petition itself, not publicly and permanently find respondent to be unethical for conduct that was not impermissible when committed and then direct Bar Counsel to dismiss the petition.

Judge GREENE joins this Dissent.