Committee on Professional Ethics & Conduct of the Iowa State Bar Ass'n v. Baker

269 N.W.2d 463, 1978 Iowa Sup. LEXIS 1019
Supreme Court of Iowa·Decided August 30, 1978·No. 62159·Published·Cited by 21 cases

Opinion

McCORMICK, Justice.

In this lawyer disciplinary proceeding we review the report of our grievance commission recommending that respondent Leo M. Baker be disbarred for ethical violations arising from his purchase and resale of a farm from an estate being probated by his law firm. Baker accepts the recommendation of disbarment and tenders his license to practice law. We hold disbarment is warranted and therefore revoke the license.

The essential facts justifying disciplinary action are undisputed. Baker was a member of a professional corporation, Sindlinger & Baker, P. C., which in turn was partner-in the Cedar Falls law firm of Reed, Mer-ner, Sindlinger, Baker & Sabbath. . The other lawyer in the professional corporation was W. W. Sindlinger, with whom Baker had practiced for many years.

In 1975 Sindlinger was co-conservator with Audrey Zieger of the property of Nettie Miller, a 95-year-old aunt of Zeiger. His law firm represented the conservators. The principal asset of the conservatorship was a 278.5-acre Black Hawk County farm, rented by the conservatorship to an 80-year-old tenant upon terms substantially below the *464 prevailing rate. The conservatorship had $24,000 in liquid assets, but the principal was being reduced $3000 to $4000 annually by expenses for care of the ward.

Wayne Mark, a local real estate investor, owned a corporation with Sindlinger called “Vi-Vim” which bought and sold farms for investment purposes. Sindlinger did the legal work for Mark and Vi-Vim. Baker acquired one-half of Sindlinger’s interest in Vi-Vim prior to the events which are material here. Mark had attempted unsuccessfully over a period of several years to purchase the Miller farm, first from Nettie Miller and later from Zeiger. In the spring of 1975 Mark made an oral offer to Zeiger through Sindlinger for Vi-Vim to purchase the farm for $200,000. Zeiger had refused to deal with Mark. Sindlinger submitted the offer without disclosing his or Mark’s interest. Zeiger rejected it as too low.

In June 1975 Mark and Sindlinger decided to offer $250,000 for a contract purchase of the farm. This amounted to slightly less than $900 per acre. Without revealing the identity of the purchaser, Sindlinger submitted the new oral offer to Zeiger with his recommendation it be accepted, and she agreed to sell at that price. Although Sind-linger informed Baker of the purchase, he did not then tell him he was a co-conservator or that the conservatorship was a client of the law firm. Baker asserts he did not learn of this relationship until December 1975. Sindlinger did tell Baker that Zieger would not sell the farm to Marlj. Baker offered the name of R. E. Doerfer, an entrepreneur who shared offices with Baker, as a nominee to carry out the purchase.

Baker or his secretary obtained the signature of Doerfer on a written offer prepared by Sindlinger which was dated July 12, 1975, and directed to Zeiger and Sindlinger as co-conservators. Zeiger and Sindlinger signed the acceptance.

Although he contends he did not make the connection, Baker later signed the con-servatorship’s notice of termination of tenancy which was served on the farm tenant. A neighboring farmer subsequently called Baker and asked if the farm was for sale. Baker said he would check with Sindlinger and let him know. He called the farmer back and told him the farm had been sold.

Court approval of the sale with waiver of appraisal was obtained by Sindlinger on December 12, 1975, without disclosing to the court or guardian-ad-litem the self-dealing involved.

The ward died on December 17, 1975, before execution of the contract of sale. Sindlinger discussed those events with Baker, and Baker said he thus learned for the first time that the seller was a conservator-ship represented by his law firm. Nevertheless he neither said nor did anything about it. Instead he talked with Sindlinger about the tax advantage in selling the farm in the estate rather than the conservator-ship. Zeiger became executor of the estate with power of sale under Nettie Miller’s will. With Sindlinger’s assistance the sale was completed in the estate proceeding in January 1976 on the same terms as agreed upon in July 1975, despite an intervening increase in farm values of which the attorneys were aware. Vi-Vim had sold a farm in late 1975 for approximately $2100 per acre.

Sindlinger, Mark and Baker agreed in January 1976 that Baker would receive one-third of any profit realized on resale of the Miller farm. Baker borrowed $50,000 which he furnished to Sindlinger for the initial contract payment. Sindlinger leased the farm for the 1976 crop year for $22,950 or one-half the net on crops, whichever was greater. This rental was approximately four times the amount which the conserva-torship had received from the prior tenant. The first rental payment of $11,425 was transferred to Baker who applied it to his $50,000 loan. The rent was more than enough to cover the annual principal and interest payments on the contract.

Aware of a continued increase in farm values, Baker decided later in 1976 to sell the farm. Pretending to be acting for Doerfer, he engaged a realtor to seek a buyer. In December 1976, two neighbors submitted identical bids of $2200 per acre through the realtor. Baker countered with *465 an offer to take $2600. Bidder Vernon Luhring consulted his attorney, LeRoy Red-fern of Cedar Falls, who contacted Baker. He was assured by Baker that the other bidder was serious and Doerfer would not take less than $2600 per acre. Luhring agreed to the purchase at that price, almost three times the amount Baker and his colleagues had paid the Miller estate for the farm at the beginning of the year. At Baker’s request Luhring paid $25,000 earnest money.

Baker caused the abstract to be continued to date for examination by Redfern. Although a memorandum of sale had been filed, the Doerfer contract had not been recorded. One of Redfern’s title requirements was that the contract be shown of record. This was done April 4, 1977, one week before the scheduled closing of the transaction. When Redfern saw the contract, he noted the identity of the seller and the January 1976 purchase price. He knew Doerfer officed with Baker. He questioned Sindlinger about the Doerfer transaction. Sindlinger told him he didn’t remember all the details but that the sale had been extensively negotiated between Zeiger and Doer-fer. Redfern told Sindlinger part of his concern was the fact there had been no appraisal and the price Doerfer paid was substantially below market price at the time of sale. Sindlinger promised to look into the matter and get in touch with Red-fern.

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Committee on Professional Ethics & Conduct of the Iowa State Bar Ass'n v. Baker, 269 N.W.2d 463, 1978 Iowa Sup. LEXIS 1019 (iowa 1978).

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