Akron Bar Ass'n v. Holder

810 N.E.2d 426, 102 Ohio St. 3d 307
CourtOhio Supreme Court
DecidedJune 16, 2004
DocketNo. 2003-1943
StatusPublished
Cited by16 cases

This text of 810 N.E.2d 426 (Akron Bar Ass'n v. Holder) is published on Counsel Stack Legal Research, covering Ohio Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Akron Bar Ass'n v. Holder, 810 N.E.2d 426, 102 Ohio St. 3d 307 (Ohio 2004).

Opinion

Per Curiam.

{¶ 1} Respondent, William P. Holder of Akron, Ohio, Attorney Registration No. 0015110, was admitted to the practice of law in Ohio in 1966. On April 14, 2003, relator, Akron Bar Association, filed a second amended complaint charging that respondent had violated the Code of Professional Responsibility while representing several clients with competing interests. Respondent answered. A panel of the Board of Commissioners on Grievances and Discipline heard the cause and considered the parties’ comprehensive stipulations and other evidence. Based principally on the stipulated facts and exhibits, the board adopted the panel’s findings of fact, conclusions of law, and recommendation.

2} The professional misconduct charged in the complaint emanated from respondent’s representation of a client involved in a business dispute, respondent’s suit against that client for legal fees and fraud, respondent’s efforts to assist his wife and a friend with opening a community school in East Cleveland, Ohio, and respondent’s advocacy on his own behalf during the disciplinary [308]*308process. The parties’ stipulations, incorporated exhibits, and witnesses substantiate, for the purpose of this case, the following facts.

The Business Dispute

{¶ 3} Respondent met Marcus or “Mark” L. Wright, the client who would later file the grievance that initiated this disciplinary process, in 1999. By that time, Wright had been affiliated for a number of years with an Ohio nonprofit corporation established to provide social services to children enrolled in community or “charter” schools. This corporation, initially known as The Right Way Foundation, later became known as Child First Alternative Care (“Child First”).

{¶ 4} The Right Way Foundation was incorporated in 1994, and a three-member board of trustees was appointed. An amendment to The Right Way Foundation’s Articles of Incorporation, filed in 1997, purported to change the company’s corporate name to Child First. That filing identified a business associate of Wright’s as the chairman of the board. On the same filing, Wright was identified as Child First’s president.

{¶ 5} By the fall of 2000, Wright and the associate were in sharp disagreement about Child First’s operations, with the associate alleging Wright’s misuse of corporate funds. The associate engaged legal counsel and threatened to sue Wright on behalf of Child First. In November or December 2000, Wright engaged respondent as his counsel in the dispute.

{¶ 6} On February 1, 2001, the associate filed suit against Wright in the Summit County Court of Common Pleas (the “Child First lawsuit”). Respondent appeared on Wright’s behalf, representing him during proceedings that included a hearing before a court magistrate on February 9, 2001. During the hearing, the magistrate ordered that Wright’s associate “continue to operate the business as the in-place chief executive officer.” The magistrate further ordered that Wright “should not in any fashion undertake any business decisions on his own unilaterally that would affect the course of direction of the business or substantially be an expansion or regression of the business. In other words, he’s to keep the status quo of the business.”

{¶ 7} Respondent understood the magistrate’s order to prohibit Wright only from affecting the business operations of Child First or altering its status quo. Respondent thus took steps that he considered permissible to defend his client against the associate’s lawsuit.

{¶ 8} Respondent attempted to contact the three members of Child First’s board of trustees, none of whom was the associate identified as the board chairman on the name-change filing. In May 2001, respondent and Wright were able to reach one trustee but not the other two. From discussions with this trustee and a deposition of the associate, respondent and Wright drew three [309]*309conclusions: (1) the Child First trustees had never elected the associate as an officer; (2) the Child First trustees had never authorized the 1997 corporate name change; and (3) the Child First trustees had not authorized the associate’s suit against Wright.

{¶ 9} Respondent arranged a meeting of the Child First trustees to be held on May 25, 2001, at the Cincinnati office of the trustee with whom respondent and Wright had been in contact. Respondent sent notice of the meeting to the last known addresses of all three Child First trustees, but the other two trustees did not attend.

{¶ 10} Before the meeting, respondent prepared a series of corporate resolutions for execution, as well as an affidavit for the attending trustee to sign. One of the proposed resolutions was to discharge the associate and another person as employees of Child First. The affidavit confirmed that the trustees had never designated the associate to be an officer of Child First and had not authorized the associate’s lawsuit against Wright. The affidavit reported the trustee’s adoption of these resolutions.

{¶ 11} Respondent sent the resolutions and affidavit to the Cincinnati meeting with Wright and members of his staff. Respondent, recovering from surgery and too ill to attend, had advised Wright not to participate in the meeting because of the magistrate’s order in the Child First lawsuit. Respondent’s staff also brought another resolution that respondent had prepared for the meeting — a resolution for the Child First trustees to retain respondent as counsel.

'{¶ 12} Wright objected to this resolution, and he and respondent apparently discussed the matter by telephone. Afterward, respondent’s staff withdrew the resolution to retain respondent as counsel before offering it for the attending trustee’s approval. The attending trustee signed the prepared affidavit and the remaining resolutions, however, and one of respondent’s staff notarized the trustee’s signature. Child First had not adopted regulations to permit one trustee to act on the board’s behalf.

{¶ 13} Respondent subsequently submitted the trustee’s affidavit and the corporate resolutions to the common pleas court in support of a motion for summary judgment in the Child First lawsuit. On May 30, 2001, the associate voluntarily dismissed the Child First lawsuit. Also at that time, the associate relinquished control of Child First to Wright.

The Fee Dispute

{¶ 14} Respondent and Wright ended their attorney-client relationship on May 30, 2001, with the dismissal of the Child First lawsuit. On April 24, 2001, however, opposing counsel in the Child First lawsuit had deposed Wright. [310]*310Wright’s testimony during the deposition disclosed that Wright had a history of felony convictions and other behavior that respondent found objectionable.

{¶ 15} On June 14, 2001, respondent sent a letter to Wright and enclosed a statement for legal fees in the amount of $24,543.61. On July 6, 2001, respondent sent Wright another letter, this time threatening to sue him and Child First on July 11, 2001, if arrangements had not been made by then to pay legal fees and expenses.

{¶ 16} On July 9, 2001, respondent and a family member allegedly noticed Wright following them, and respondent claims that he saw Wright gesture obscenely to him. The next day, respondent sued Wright individually and as president of Child First for legal fees and fraud. The fraud claim alleged that Wright did not inform respondent truthfully about Wright’s criminal record and background.

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Cite This Page — Counsel Stack

Bluebook (online)
810 N.E.2d 426, 102 Ohio St. 3d 307, Counsel Stack Legal Research, https://law.counselstack.com/opinion/akron-bar-assn-v-holder-ohio-2004.