(specially concurring).
I do not agree with the determination by the majority that respondent violated ethical considerations by his dealings with a client. It was not established by clear and convincing evidence that David VanderWel was a client of respondent during the period in question.
The attorney and client relationship is contractual, Healy v. Gray, 184 Iowa 111, 115, 168 N.W. 222, 224 (1918), and terminates when the matter is concluded. Orwig v. Chicago, Rock Island & Pacific Ry. Co., 217 Iowa 521, 528, 250 N.W. 148, 151 (1933). A client is defined as a person who employs or retains a lawyer to act for him or her in any legal business. Black’s Law Dictionary (4th ed. 1968).
There is no evidence in the record that a contractual relationship existed between respondent and VanderWel at the creation or during the existence of the corporation. Postma was not handling any legal business for VanderWel nor was he retained by him. This is unlike the situations present in Committee on Professional Ethics & Conduct v. Mershon, 316 N.W.2d 895 (Iowa 1982) and Committee on Professional Ethics & Conduct v. Baker, 269 N.W.2d 463 (Iowa 1978). In these cases it was established that the lawyers were acting under a contractual relationship with their clients. I do not believe that this relationship can be created by previous employment plus the client’s state of mind that a lawyer would represent him if he had a problem.
The evidence also does not show a fiduciary relationship existed between the two. Respondent was not a confidential advisor to Vanderwel nor did he use knowledge or information gained through a professional relationship with VanderWel. See Healy, 184 Iowa at 118-19, 168 N.W. at 225. Rather, the legal business that respondent had handled for Vanderwel had been finished over two years before this transaction occurred and was completely alien to the new business.
Under these circumstances I cannot accept a determination that a conflict of interest existed. Nonetheless, I agree that Postma was otherwise guilty of ethical considerations as set out in the majority opinion and agree with the sanction.