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ATTORNEY disciplinary proceeding.
Attorney's license suspended.
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1 PER CURIAM. We review the
stipulation filed by Attorney Mark E.
Robinson and the Office of Lawyer Regulation
(OLR) concerning Attorney Robinson's
professional misconduct in his handling of
legal matters for a number of clients. The
stipulation was submitted to Referee David
R. Friedman. The referee reviewed the
stipulation and issued a report recommending
the level of discipline to which the parties
stipulated, a six-month suspension of
Attorney Robinson's license to practice law
in Wisconsin. In addition, the referee
recommended that Attorney Robinson be
ordered to pay the costs of the disciplinary
proceeding, which are $4,716.62 as of April
27, 2005.
2 We conclude that the referee's
findings of fact are supported by
satisfactory and convincing evidence. We
also agree with the referee's conclusions of
law that Attorney Robinson engaged in
professional misconduct and further agree
that the seriousness of the misconduct
warrants a six-month suspension of Attorney
Robinson's license to practice law in
Wisconsin.
3 Attorney Robinson was admitted to
practice law in Wisconsin in 1991. He
practices law in Janesville with the firm of
Roethe, Krohn, Pope, McCarthy & Haas, LLP.
The OLR filed a complaint in May 2004,
alleging that Attorney Robinson engaged in
multiple counts of misconduct with respect
to his handling of various client matters.
All of the misconduct involved real estate
transactions. The complaint alleged that in
June of 2000, M.R. signed a real estate
listing contract for the sale of property
she owned in Janesville which she operated
as a day care facility. M.R. added a
restriction to the real estate listing
contract prohibiting the sale of the
property to any teachers who had formerly
been associated with the day care center.
On July 6, 2000, Attorney Robinson drafted a
residential offer to purchase the property
on behalf of his client, A.B., a developer.
Attorney Robinson informed the real estate
broker representing M.R. that his client was
trying to find a residence for a carpenter
who would assist him with some rental
properties.
4 On July 12, 2000, Attorney Robinson,
acting as agent for A.B., drafted a second
offer to purchase M.R.'s property. Before
accepting the offer, M.R. asked her broker
to inquire of Attorney Robinson as to the
identity of the buyer and whether the buyer
was in any way associated with the day care
facility. Attorney Robinson told the broker
that his client was purchasing the property
for an employee and intended to resell the
property to the employee on a land
contract. In reliance on those statements,
M.R. accepted the offer to purchase.
5 Attorney Robinson subsequently
became aware that A.B. was no longer
interested in buying the property. Attorney
Robinson then contacted three teachers who
had formerly been associated with the day
care center about the possibility of them
operating a day care business on the
property. In late July 2000, Attorney
Robinson agreed with A.B. that Attorney
Robinson would acquire the property from
A.B. Attorney Robinson and the former day
care facility teachers agreed that the
teachers would buy the property on or about
September 1, 2000. Attorney Robinson began
arranging financing for the purchase of the
property in his own name and advised his
banker that he intended to lease the
property for use as a preschool.
6 A.B. deeded the property to Attorney
Robinson and sent the deed to Attorney
Robinson by overnight mail. Attorney
Robinson's legal assistant, acting on
Attorney Robinson's instructions, notarized
A.B.'s signature even though A.B. was not
personally present. Prior to the closing of
the property, M.R.'s real estate broker, on
at least one occasion, advised Attorney
Robinson that M.R. did not want to sell the
property to anyone who had been formerly
associated with her day care center. The
sale of the property closed in late July
2000. At the closing M.R. questioned
Attorney Robinson about the identity of the
purchaser. Attorney Robinson failed to
disclose that he would be purchasing the
property from A.B. and selling it to three
teachers formerly employed by M.R. at her
day care facility.
7 Attorney Robinson formed JAC, LLC, a
limited liability company, whose members
were the three teachers formerly employed by
M.R.'s day care facility. Attorney Robinson
became the attorney for the LLC and its
members. He entered into a land contract
with JAC, LLC, conveying the property to the
teachers. The teachers sent out
solicitations for a new day care center to
be operated on the property. If M.R. had
known that Attorney Robinson intended to
convey the property to three former
employees she could have refused to close
the sale. Attorney Robinson's concealment
of the identity of the ultimate owners of
the property was intended to, and in fact
did, deceive M.R.
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8 The OLR's complaint alleged, and the
referee agreed, that by instructing his
legal assistant to notarize a signature
indicating that the signer of the deed was
present when in fact he was not, Attorney
Robinson violated SCR 20:5.3(c)(1), which
would also be a violation of SCR 20:8.4(c),
if done by Attorney Robinson himself. The
complaint further alleged, and the referee
agreed, that by intentionally
misrepresenting to M.R. and others the
identity of the buyer of M.R.'s property,
Attorney Robinson violated SCR 20:8.4(c).
The complaint also alleged that by failing
to obtain written conflict waivers during
his representation of multiple parties who
were participants in the same real estate
transaction, in which Attorney Robinson also
had a personal interest, Attorney Robinson
violated SCR 20:1.7(b).
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9 The OLR's complaint also alleged
that on November 20, 2001, Attorney Robinson
sent a letter to occupants of a building
located on Mt. Zion Avenue in Janesville
advising the occupants that the previous
owner of the building, M.K., no longer owned
the building and that the building was owned
by Cajun Properties, an enterprise
controlled by Attorney Robinson. On
November 21, 2001, Attorney Robinson sent a
letter to M.K. advising him that M.K. was in
default on his agreement regarding the
purchase of the property and that the
agreement had been assigned to Attorney
Robinson's interest. That same day Attorney
Larry Barton sent a letter to Attorney
Robinson advising that Attorney Barton
represented M.K. and that all future
communications about M.K.'s real estate
should be directed to Attorney Barton.
Thereafter, on several occasions while
Attorney Barton was still representing M.K.,
Attorney Robinson attempted to contact M.K.
directly and through a third party. The
OLR's complaint alleged, and the referee
agreed, that by attempting to contact M.K.
directly and through a third party, despite
M.K.'s counsel directing Attorney Robinson
to have no further contact with M.K.,
Attorney Robinson violated SCR 20:8.4(a) by
attempting to violate SCR 20:4.2.
10 The OLR's complaint further alleged
that Attorney Robinson was introduced to
G.W. through A.B., the developer involved in
the purchase of the day care facility.
After G.W. told A.B. that he wanted to
refinance his home, A.B. suggested that G.W.
set up a limited liability corporation to be
used to refinance G.W.'s home and later to
purchase some rental properties. During
September 2000, Attorney Robinson drafted
documents to establish a legal entity
entitled GW Properties, LLC, with G.W. as
the sole member and Attorney Robinson as the
registered agent. In drafting the
documents, Attorney Robinson acted as
attorney for G.W. After Attorney Robinson
prepared the documents creating GW
Properties, LLC, G.W. and the LLC purchased
two properties through Attorney Robinson and
A.B. via land contracts. At the time of the
purchase, Attorney Robinson did not give
G.W. any actual written, signed land
contracts.
11 Attorney Robinson had previously
created a series of limited liability
companies which he used on his own behalf
and/or on behalf of others in acquiring
various properties. Some of the companies
he created were Caveland, LLC, Peregrine
Cliff, LLC, Northeast Partners, LLC, and
Cajun Properties, LLC. The various LLCs
made offers to purchase five parcels of real
estate. The offers for all five parcels
were signed in ways that may have made them
unenforceable by the sellers. All offers to
purchase were drafted by Attorney Robinson.
12 Sometime in November 2000, Attorney
Robinson called G.W. and told him the land
contracts were ready for the two properties
G.W. had purchased earlier and that G.W.
should come to Attorney Robinson's office to
sign them. In late November 2000, G.W.
signed documents at Attorney Robinson's
office relating to the two real estate
purchases. Although the land contracts were
signed by G.W., they were never signed by
the seller and they were never recorded.
13 While in Attorney Robinson's office
signing the land contracts, G.W. also signed
a warranty deed transferring all five
properties on which the various LLCs had
made offers from GW Properties, LLC, to
Cajun Properties. Attorney Robinson did not
reveal to or discuss with G.W. the fact that
G.W. was signing the five-parcel deed or
that G.W. was involved in any transaction
concerning the five parcels. At the time
G.W. signed the deed, GW Properties, LLC,
did not have title to any of the five
properties that the deed purportedly
conveyed. On December 1, 2000, the five
parcels were conveyed to GW Properties, LLC,
at a closing in Janesville. G.W. was
unaware of any closing involving GW
Properties, LLC, and did not attend the
closing. Attorney Robinson never notified
G.W. that a closing would take place.
14 At the closing, Attorney Robinson
signed the transfer tax return and buyer's
closing statement for the purchase of the
five parcels, representing that he was the
agent of GW Properties, LLC, for that
purpose. Attorney Robinson's status as
registered agent did not authorize him to
act as the agent of GW Properties, LLC, in
closing the transactions, and GW Properties,
LLC, did not authorize Attorney Robinson to
act as its agent for those purchases.
15 On the same day Attorney Robinson
closed on the five parcels conveyed to GW
Properties, LLC, Attorney Robinson had Cajun
Properties acquire the five parcels from GW
Properties, LLC, using the warranty deed
previously executed by G.W. Neither G.W.
nor any representative of GW Properties,
LLC, Peregrine Cliff, LLC, or Northeast
Partners, LLC, was consulted about the
multiple representation by Attorney Robinson
and none of them consented in writing to the
multiple representation.
16 At the time of the various
transactions, G.W. was married to T.D. On
the application for a taxpayer
identification number for GW Properties,
LLC, Attorney Robinson used T.D.'s social
security number without her authorization or
consent and without having established an
attorney-client relationship with T.D.
Attorney Robinson also wrote a letter to
Toyota Motor Corporation in which he
asserted he was T.D.'s attorney. Attorney
Robinson never obtained T.D.'s authorization
or consent to act on her behalf.
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17 The OLR's complaint alleged, and the
referee agreed, that by representing to G.W.
that he had legally purchased rental
property, when in fact the properties were
purchased on incomplete and unrecordable
land contracts, and by transferring
properties to or through GW Properties, LLC,
without G.W.'s knowledge or consent,
Attorney Robinson violated SCR 20:8.4(c).
The complaint also alleged, and the referee
agreed, that by using T.D.'s social security
number to obtain a taxpayer identification
number for GW Properties, LLC, without
T.D.'s permission and without ever
establishing an attorney-client relationship
with her and by contacting Toyota Motor
Corporation purporting to represent T.D.
when in fact he did not, Attorney Robinson
violated SCR 20:8.4(c).
18 The complaint also alleged that in
November 1999, Attorney Robinson organized
Peregrine Cliff, LLC, with the Wisconsin
Department of Financial Institutions and
designated himself as its registered agent.
A.B., the developer, was the sole member of
Peregrine. In September 2000, D.V.B.
established an attorney-client relationship
with Attorney Robinson for assistance in a
residential real estate transaction with
respect to a piece of property located on
Caroline Street in Janesville. Attorney
Robinson drafted and delivered to D.V.B. a
residential offer to purchase showing
Peregrine Cliff, LLC, as the buyer.
19 The purported signature for
Peregrine Cliff, LLC, on the offer to
purchase may have created an ambiguity as to
the validity of the contract between D.V.B.
and any other party. Attorney Robinson
intended that D.V.B. rely on the offer to
purchase as a binding contract for the sale
of real estate. D.V.B. and his wife
accepted the offer from Peregrine Cliff,
LLC, and took their home off the market.
The sale of the property was scheduled to
close on October 23, 2000, but was delayed
and rescheduled several times. By letter
dated March 28, 2001, Attorney Robinson
informed D.V.B. that Peregrine no longer
wished to purchase the property. D.V.B.
believed he had a binding offer to purchase
from Peregrine and that he had a cause of
action against Peregrine for breach of
contract for not proceeding with the
closing. At no time did Attorney Robinson
disclose to D.V.B. that he was also the
attorney for Peregrine.
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20 The OLR's complaint alleged, and the
referee agreed, that by simultaneously
representing the conflicting interests of
Peregrine Cliff, LLC, and D.V.B., without
prior consultation and without obtaining a
written conflict waiver, Attorney Robinson
violated SCR 20:1.7(a).
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21 The parties' stipulation states that
Attorney Robinson is entering pleas of "no
contest" to the charges against him. As
noted above, the referee issued a report
incorporating the stipulation and adopting
the recommended six-month suspension as well
as the recommendation that Attorney Robinson
pay the costs of the proceeding.
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22 We adopt the findings of fact and
conclusions of law to which the parties have
stipulated, as also adopted by the referee.
We determine that the seriousness of
Attorney Robinson's misconduct warrants the
suspension of his license to practice law
for six months. We further agree that he
should be required to pay the costs of the
proceeding.
23 IT IS ORDERED that the license of
Mark E. Robinson to practice law in
Wisconsin is suspended for a period of six
months, effective August 6, 2005.
24 IT IS FURTHER ORDERED that Attorney
Robinson comply with the provisions of SCR
22.26 concerning the duties of a person
whose license to practice law in Wisconsin
has been suspended.
25 IT IS FURTHER ORDERED that within 60
days of the date of this order Attorney Mark
E. Robinson shall pay to the Office of
Lawyer Regulation the costs of this
proceeding, provided that if the costs are
not paid within the time specified and
absent a showing to this court of his
inability to pay those costs within that
time, the license of Attorney Mark E.
Robinson to practice law in Wisconsin shall
remain suspended until further order of the
court.
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