Richmond's Case

904 A.2d 684, 153 N.H. 729, 2006 N.H. LEXIS 104
CourtSupreme Court of New Hampshire
DecidedJuly 21, 2006
DocketNo. LD-2003-008
StatusPublished
Cited by5 cases

This text of 904 A.2d 684 (Richmond's Case) is published on Counsel Stack Legal Research, covering Supreme Court of New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Richmond's Case, 904 A.2d 684, 153 N.H. 729, 2006 N.H. LEXIS 104 (N.H. 2006).

Opinion

Galway, J.

On November 14,2003, the New Hampshire Supreme Court Committee on Professional Conduct (committee) filed a petition to suspend the respondent, William M. Richmond, from the practice of law for two concurrent one-year periods. We referred the petition to a Judicial Referee {Bean, J.). Based upon the parties’ stipulation of facts and submitted briefs, the referee found by clear and convincing evidence that the respondent violated New Hampshire Rules of Professional Conduct (Rules) 1.4(a), 1.8(a), 1.15(a)(1) & (c), 1.16(d), and 8.4(a) and recommended disbarment. We adopt the referee’s findings and order the respondent disbarred.

I. Facts

The referee found, and the record supports the following facts. The respondent began representing Norman F. Alvis in March 2000. Alvis was [732]*732involved in a series of transactions with Venture Capital Media, Ltd. (VCM) pursuant to which he and VCM received restricted stock from third-party startup companies as compensation for placing advertising for such companies. The respondent served as general counsel of VCM from February 2000 through December 31,2002.

Pursuant-to his representation of Avis, the respondent set up offshore companies to facilitate the sale of restricted stock that Avis obtained through the aforementioned transactions. Specifically, the respondent established Sox, Ltd. (Sox) and Edaddywarbucks, Ltd. (Edaddy) in St. Lucia to receive stock on Avis’ behalf.

Initially, Avis was the sole shareholder of Sox. However, the respondent subsequently established a series of corporations to hold ownership in Sox to serve as a form of liability protection for Avis. The respondent also established brokerage accounts in the names of Sox and Edaddy to handle transactions of the restricted stock.

The respondent also performed other legal services for Avis, including negotiating transactions involving a company first known as Next Level Power Co. and later as Cell Power, Inc. (Cell Power).

In February 2001, Avis retained the respondent’s firm as full-time legal counsel. This agreement was memorialized in a letter dated February 19, 2001, and provided, in pertinent part, for the payment of a monthly retainer fee that was to escalate to $24,000 per month beginning September 2001, and that included a percentage of all stock received by Edaddy on media stock deals, as well as stock options. Aiy monies the respondent received from outside entities was to be credited against Avis’ monthly retainer, and Avis was to “continue to receive monthly billing statements itemizing [the] retainer due and out of pocket expenses incurred.”

In May 2001, the respondent alleged that Avis was delinquent in amounts owed for attorney’s fees. The respondent represented that he would resign as Avis’ counsel if satisfactory arrangements for the payment of the alleged past due fees were not made.

The respondent then prepared a letter, dated May 3,2001, detailing how the alleged delinquent fees were to be paid. Avis signed the letter at the respondent’s request. In that letter, Avis: (1) acknowledged receipt of the respondent’s statement dated May 2, 2001; (2) “accepted] both personal and corporate responsibility for the arrearage of $46,107.43”; (3) “assent[ed] to the deposits, in the amount of $12,500 required for outside counsel”; and (4) “recognize[d] that the $15,000 retainer for June and each month thereafter is due and payable 5 days prior to the beginning of the month in question.” ' The letter granted the respondent “complete discretion over securities held in either [Avis’] name or in the name of [733]*733[his] various nominees.” It also stated that until Alvis’ debt was paid in full and his account with the respondent was current, the respondent could “liquidate [certain of Alvis’] securities ... dividing the proceeds on a two-thirds/one-third basis between [the respondent’s] firm in fhe first instance to the existing arrearage and subsequently to other amounts due [the respondent’s] firm as such become due and payable.” Alvis also agreed to sign “such promissory notes, powers of attorney and liens as may be necessary” for the respondent to “exercise discretion” of Alvis’ holdings in the securities named in the letter.

By letter dated June 20, 2001, Alvis terminated the respondent’s legal services, and requested that the respondent send him an itemized copy of all bills, including an itemization of all monies paid to outside counsel. The letter also requested that the respondent prepare mutual releases and send Alvis all of his accounts and files. The letter informed the respondent that he was “not to make any transactions in or out of [Alvis’] accounts” until receiving written notice from Alvis.

After receipt of the June 20, 2001 letter, the respondent sold stock held for the benefit of Alvis in the Sox and Edaddy brokerage accounts in order to pay attorney’s fees the respondent alleged were due him. The respondent did so without Alvis’ consent, relying, instead, upon the May 3, 2001 letter.

Through newly retained counsel, Alvis sent another letter to the respondent, dated June 27, 2001, seeking the return of his “original client files” and a “complete accounting” of: (1) the amount of time spent by the respondent in providing legal services to Alvis; (2) the amount of time spent by outside counsel; (3) an accounting of the alleged outstanding fees owed by Alvis; and (4) an accounting of fees Alvis paid to the respondent.

On July 5,2001, Alvis sent another letter to the respondent, immediately terminating the respondent’s services to Edaddy. The letter explicitly revoked any authority the respondent had to act on behalf of, or transact business pertaining to, Edaddy and also requested that the respondent “immediately send all files, books, records, or any other property of Edaddywarbucks, Ltd.” to Alvis. On the same day, Alvis sent identical letters to the respondent terminating his services to Sivla, Inc., Alvis, and Team Alvis, LLC.

Despite Alvis’ repeated requests, the respondent did not return all of the requested records. Rather, he retained records that allowed him to access the Sox and Edaddy brokerage accounts. He also retained records that might have allowed Alvis to block his efforts to liquidate stock in those accounts. The respondent continues to retain those records.

In addition to representing Alvis, the respondent served as general counsel for Cell Power, Inc. (Cell Power), a corporation in which Alvis had [734]*734an ownership interest and for which Norman F. D. Alvis (Alvis, Jr.) served as president. The respondent’s tenure as general counsel for Cell Power ended no later than June 19,2001.

By letter dated June 22, 2001, Alvis, Jr. requested that the respondent return “all materials related to Cell Power, Inc. and considered property of Cell Power, Inc.” Cell Power’s successor counsel sent a subsequent letter, dated June 27, 2001, again requesting the return of Cell Power’s corporate records.

The respondent’s attorney replied by letter dated June 28, 2001, stating that the respondent could not provide the requested records unless the successor general counsel submitted proof that Cell Power had hired his firm and had completely disclosed a potential conflict of interest between his representation of Cell Power and his position as a “sub-tenant” of a law firm that represents a company with which Cell Power had a contract dispute.

On June 28, 2001, Alvis, Jr.

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904 A.2d 684, 153 N.H. 729, 2006 N.H. LEXIS 104, Counsel Stack Legal Research, https://law.counselstack.com/opinion/richmonds-case-nh-2006.