Attorney Grievance Comm'n v. Donnelly

Attorney Grievance Commission of Maryland v. Vernon Charles Donnelly, AG No. 53, September Term, 2022. Opinion by Hotten, J. ATTORNEY DISCIPLINE – SANCTIONS – DISBARMENT Respondent, Vernon Charles Donnelly, violated Maryland Attorneys’ Rules of Professional Conduct 19-301.4 (Communication), 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules), 19-303.1 (Meritorious Claims and Contentions), 19- 303.3(a) (Candor Toward the Tribunal), 19-308.1(a) (Bar Admission and Disciplinary Matters), and 19-308.4(a)–(d) (Misconduct). These violations stemmed from Respondent entering into a loan agreement with a client without first advising the client, in writing, of the desirability of seeking the advice of independent counsel regarding the transaction; failing to repay the loan on time; continually refusing to fully repay the loan; failing to communicate with the client regarding his proposed change to the loan; misrepresenting the terms of the loan agreement before the Circuit Court for Calvert County, Bar Counsel, and during the disciplinary hearing; and engaging in conduct that is prejudicial to the administration of justice. Considering the nature of the misconduct, the lack of mitigating factors, and the presence of various aggravating factors, the Supreme Court of Maryland concluded that disbarment is the appropriate sanction.

Circuit Court for Calvert County Case No. C-04-CV-23-000066 IN THE SUPREME COURT Argued: December 5, 2023 OF MARYLAND AG No. 53 September Term, 2022 __________________________________ ATTORNEY GRIEVANCE COMMISSION OF MARYLAND v. VERNON CHARLES DONNELLY __________________________________ Fader, C.J., Watts, Hotten, Booth, Biran, Gould, Eaves, JJ. __________________________________ Opinion by Hotten, J. __________________________________ Filed: February 27, 2024 Pursuant to the Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic. 2024.02.27 15:15:46 -05'00' Gregory Hilton, Clerk The Attorney Grievance Commission of Maryland (“Petitioner”), acting through Bar Counsel, filed a Petition for Disciplinary or Remedial Action against Vernon Charles Donnelly (“Respondent”) pursuant to Maryland Rule 19-721(a)(1).1 In accordance with Maryland Rule 19-722(a),2 we referred the matter to Judge Andrew S. Rappaport of the Circuit Court for Calvert County (“hearing judge”). On August 16, 2023, an evidentiary hearing was held, following which the hearing judge issued findings of fact and conclusions of law. The hearing judge found clear and convincing evidence that Respondent violated Maryland Attorneys’ Rules of Professional Conduct (“MARPC”) 19-301.4 (Communication), 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules), 19-303.1 (Meritorious Claims and Contentions), 19- 303.3(a) (Candor Toward the Tribunal), 19-308.1(a) (Bar Admission and Disciplinary Matters), and 19-308.4(a)–(d) (Misconduct). Respondent took several exceptions to the hearing judge’s findings of fact and conclusions of law.

For the following reasons, disbarment is warranted. THE HEARING JUDGE’S FINDINGS OF FACT We summarize and, where indicated, quote the hearing judge’s findings of fact, which have been established by clear and convincing evidence. We begin with 1 Maryland Rule 19-721(a)(1) states in relevant part: “Upon approval or direction of the [Attorney Grievance] Commission, Bar Counsel, on behalf of the Commission, shall file a Petition for Disciplinary or Remedial Action in the Supreme Court.” 2 Maryland Rule 19-722(a) states in relevant part: “Upon the filing of a Petition for Disciplinary or Remedial Action, the Supreme Court may enter an order designating (1) a judge of any circuit court to hear the action, and (2) the clerk responsible for maintaining the record.” Respondent’s background and note “Respondent was admitted to the Maryland Bar on May 25, 1982[]” and “[a]t all times relevant to this matter, Respondent maintained an office for the practice of law in Calvert County, Maryland.” On February 15, 2018, this Court suspended Respondent from the practice of law for thirty days with the right to apply for reinstatement. Att’y Grievance Comm’n v. Donnelly, 458 Md. 237 , 182 A.3d 743 (2018).

Respondent was reinstated on May 8, 2018. Respondent’s 2013 Loan From Mr. Kenneth Langley In 2011, a legal dispute arose between Mr. Kenneth Langley (“Mr. Langley”) and his siblings regarding the administration of their deceased mother’s estate. Langley, et al., v. Langley (“Langley v. Langley”), Case No. 04-C-11-001414. Mr. Langley retained Respondent in the matter and Respondent entered his appearance on April 9, 2012.

In September 2012, the circuit court appointed Mark S. Davis as trustee to sell real property retained by the estate and to equally disburse the proceeds between the Langley children. Following the March 2013 sale, Mr. Langley received a disbursement of approximately $50,000. That same month, in an unrelated matter, a judgment was entered against Respondent for $540,793.59. In April 2013, cognizant his client was going to receive approximately $50,000, Respondent requested Mr. Langley loan him $40,000. “Respondent did not advise Mr. Langley to seek independent counsel, nor did [Respondent] advise [Mr. Langley] of the recent [judgment] entered against him.” Respondent drafted a promissory note for the loan, 2 which required monthly interest payments of $167 and repayment by September 30, 2013.

On April 5, 2013, Mr. Langley signed the agreement and loaned Respondent $40,000. “From April 5, 2013, until September 30, 2013, Mr. Langley made repeated requests that Respondent honor the promissory note and make his monthly payments. Despite these entreaties, Respondent claimed he had no money and made no monthly payments on the loan.” Respondent failed to meet the September 30, 2013 deadline for repayment. In the ensuing years, Respondent made “sporadic payments” upon the insistence of Mr. Langley. As of 2019, Respondent had repaid $24,000 on the loan, but still owed $16,000 in principal and $8,000 in interest.3 Respondent’s Representation of Mr. Langley over “Pier Rights” In 2012, Respondent initiated litigation on behalf of himself and others who owned property in Solomon’s Island, Maryland, against Calvert County and the State regarding contractual rights to develop commercial piers (“Pier Rights” litigation).

In 2014, Respondent discussed the case with Mr. Langley and convinced him to purchase commercial pier rights. Following the purchase, on September 16, 2014, Mr. Langley signed a retainer and contingency fee agreement (“2014 retainer”) with Respondent for representation in the ongoing suit. The 2014 retainer made no reference to the personal loan between Mr. Langley and Respondent. In April of 2015, Respondent added Mr. Langley as a plaintiff to the Pier Rights litigation.

Between 2015 and 2019, Respondent 3 While the promissory note required the loan be repaid six months following the execution, the promissory note provided an annual interest rate of five percent and a five percent late fee on any of the monthly interest payments that were missed. 3 regularly communicated with Mr. Langley regarding the Pier Rights litigation, but did not indicate the 2014 retainer modified or affected the 2013 loan, or that Mr. Langley would owe money in the litigation prior to success in the suit. In February of 2019, Respondent contacted Mr. Langley concerning his proportionate costs of the litigation. “Ostensibly referring to Respondent’s outstanding debt to Mr. Langley, Respondent stated[:] ‘Therefore, I am not about to go borrow money to in effect refund [] your costs. I encourage you to get off the horse named stupid and [let’s] work together to solve your immediate needs.’” Bar Counsel’s Investigation In April 2019, Mr. Langley demanded full repayment via notarized letter, but Respondent did not repay the balance of the loan. Following this, Mr. Langley filed a complaint against Respondent with Petitioner.

Upon receipt of the complaint, Petitioner notified Respondent that a complaint had been filed against him. In a May 2019 written response to Bar Counsel, Respondent asserted the following: On or about April 1, 2013, [Mr. Langley] came into my office with no appointment carrying a bag with $40,000 in cash apparently from his share of the proceeds from the sale of his mother’s house, which was sold by a Trustee, Mark S. Davis, Esquire, pursuant to Court Order. He announced that he wanted me to keep it as safekeeping for him. I suggested he put it in a bank.

He said he didn’t trust banks. I suggested he keep it at his place. He ventured that he was moving to a new location, the Locust Inn, Solomons, Maryland and it was not a secure place. He wanted me to put it in my office safe and he really did not need a note. *** When the Promissory Note matured in September 2013, [Mr. Langley] and I agreed orally to an extension of the Note and at one point I encouraged him 4 to begin withdrawing principal amounts for the loan which he did beginning on January 14, 2014.

He would call and request a sum of money and I would give it to him. By September 2014, he had requested and received $9,000.00. In November 2019, Bar Counsel took Respondent’s statement under oath.4 Respondent testified: [Mr. Langley] walked in the office with a bag of money . . . . But he wanted to give the money to me.

And he wanted to give it to me because I had always been good to his family, is what he said. I told him I couldn’t do that. *** I know [Mr. Langley] was -- [Mr. Langley] was primarily interested in my holding the money after we got through the initial stage, holding it for him. *** So, I took it. I think, given the date of the note, I believe it is -- and I’m just talking straight out here. I’m not saying I know exactly the moment.

But as I recall, [the note] was something for him to take home and think about whether or not he wanted to invest it or leave it with me or find use or whatever. *** I mean, it’s basically a standard, if there’s such a thing, of a promissory note. Sets the amount. Sets the date. Sets the terms.

Kept very short for six months for reason. That’s all that I saw was an opportunity for him. He wanted me to invest it in what we call a commercial pier project that was around. He wanted to be a part of the commercial pier project.

We had talked about all this before this happened, months or two months before. And I think it sets forth the fact that it is a confessed judgment note, acknowledges it’s for a business investment[.] 4 Maryland Rule 19-712(a) allows Petitioner to authorize Bar Counsel to issue a subpoena compelling a person to give testimony on a disciplinary matter. Maryland Rule 19-712(d) requires “[a]ll testimony by the subpoenaed witness [] be under oath” and “contemporaneously recorded[.]” 5 The hearing judge found Respondent’s “version of facts in his statement under oath differed from the version of facts he provided” in his prior written response. Mr. Langley’s Suit Against Respondent On January 13, 2020, Mr. Langley filed suit in the Circuit Court for Calvert County.

Langley v. Donnelly, Case No. C-04-CV-20-000060. This suit prompted Bar Counsel to place the investigation of Respondent on their deferred docket.5 At trial in April 2021, Respondent testified, under oath, to the following: [Mr. Langley] walks into the office carrying a bag of money and wants me to take the bag of money. And we joked about it afterwards, he wanted to give it to me. *** What happened [were] no requests for any money, no requests for any interest. When we came together at that September period of time to talk about it, my recollection is that [Mr. Langley] said something to the equivalent -- it wouldn’t have been this, but -- let it ride.

And I said, no, you’ve got to start getting this money out of here. And that’s why all of a sudden the payments began in January of 2014. Now, with that said I’m worried about my safe being broken into, because I don’t know who I’m dealing with and what I’m dealing with. He was to get it out of there, because I told him I couldn’t find any investments.

He didn’t want to get it out of there. So we just -- I said, well, start taking the money out. And you’ll notice the list of payments that are made all begin in January 2014 and they move right along. 5 Maryland Rule 19-711(b)(5) allows Bar Counsel, with the permission of Petitioner, to defer action on a complaint where “a civil or criminal action involving material allegations against the attorney substantially similar or related to those alleged in the complaint is pending in any court of record in the United States[.]” 6 The hearing judge found these statements were knowingly false as Respondent was shown checks he provided to Mr. Langley reflecting they were for a “loan” or for “loan repayment.” He also found Respondent contradicted his previous testimony: “The note -- the note was modified in that September -- in that meeting that we had in 2014, in my office, and it was modified in terms of we’re not going to be paying interest, too.” The hearing judge further noted that Mr. Langley contradicted Respondent and found Mr. Langley more credible. At the conclusion of Langley v. Donnelly, the circuit court ruled against Respondent.

The Circuit Court for Calvert County entered judgment against Respondent and in favor of Mr. Langley for $25,081.68. Additionally, the Court ordered Respondent to pay attorney’s fees in the amount of $11,572.00 within thirty (30) days. Respondent failed to pay the attorney’s fees as ordered, which precipitated [Mr. Langley’s attorney] filing a motion to reduce the award to a judgment on May 20, 2021. Approximately six months later, Respondent paid in full the judgments entered against him in favor of Mr. Langley.

Procedural History Following the conclusion of Langley v. Donnelly, Bar Counsel resumed their investigation of Respondent. On August 29, 2022, Petitioner directed Bar Counsel to file a Petition for Disciplinary or Remedial Action against Respondent (“Petition”). The Petition was filed with this Court on January 27, 2023. On April 21, 2023, following our transmission of the matter to the circuit court, Respondent was served with process informing him of the Petition.

On May 5, 2023, Respondent filed a pro se answer to the 7 Petition and a motion to dismiss. Respondent asserted he “did not represent Mr. Langley in March 2013.” Respondent further asserted: On April 1, 2013, Mr. Langley appeared in [my] office without an appointment, carrying a bag with $40,000 in cash. He explained that this was his share of the proceeds from the Partition Sale of his deceased mother’s home sold by a court appointed trustee, Mark S. Davis, Esquire. The statement in his complaint that I demanded his “inheritance” money is simply untrue.

There was no demand for payment by me of $40,000 or any other amount. During our April 1, 2013, discussion, Mr. Langley wanted to know if there was an opportunity to invest in the Commercial Pier Litigation by perhaps buying into a contract right. . . . He asked me to hold the money for an investment in the pier right litigation and I drafted the Promissory Note. I signed it several days later on April 5, 2013.

The handwriting at the bottom of the Note confirms that it was “cash” and it was signed by me individually. *** [I] had no obligation to inform [Mr. Langley] of the March 11, 2013, judgment entered against [me], nor to tell him to seek other counsel. Mr. Langley was insistent on investing the money in the pier right litigation and I sent him away to return later so we could talk further about it and available opportunities, if any. On May 22, 2023, the hearing judge denied Respondent’s motion to dismiss. An evidentiary hearing in this matter was held on August 26, 2023.

CONCLUSIONS OF LAW The hearing judge concluded that there was clear and convincing evidence that Respondent violated MARPC 19-301.4, 19-301.8(a), 19-303.1, 19-303.3(a), 19-308.1(a), 8 and 19-308.4(a)–(d).6 Petitioner filed no exceptions. Respondent filed several exceptions which we address infra. STANDARD OF REVIEW “[T]his Court has original and complete jurisdiction and conducts an independent review of the record.” Att’y Grievance Comm’n v. O’Neill, 477 Md. 632, 658 , 271 A.3d 792, 807 (2022) (quotation marks and citation omitted). “In an attorney disciplinary proceeding, this Court reviews for clear error a hearing judge’s findings of fact and reviews without deference a hearing judge’s conclusions of law.” Att’y Grievance Comm’n v. Cassilly, 476 Md. 309 , 339–40, 262 A.3d 272, 289 (2021). “This Court shall not disturb the hearing judge’s findings where there is any competent evidence to support the finding of fact.” O’Neill, 477 Md. at 658, 271 A.3d at 808 (quotation marks and citation omitted). Where, as here, a respondent files exceptions, Maryland Rule 19-740(b)(2)(B) requires that: the Supreme Court shall determine whether the findings of fact have been proved by the requisite standard of proof set out in [Maryland] Rule 19- 727(c).

The Court may confine its review to the findings of fact challenged by the exceptions. The Court shall give due regard to the opportunity of the hearing judge to assess the credibility of witnesses. Maryland Rule 19-727(c) reads: “Bar Counsel has the burden of proving the averments of the petition by clear and convincing evidence. If the attorney asserts . . . a matter of 6 The hearing judge indicated that he “made findings of fact and conclusions of law as to each charge[.]” However, the Petition charged twelve MARPC violations of which the hearing judge only addresses six.

Given that Petitioner did not take exception to the hearing judge’s conclusions, we will proceed without discussion of those charges. 9 mitigation or extenuation, the attorney has the burden of proving the defense or matter by a preponderance of the evidence.” “If the hearing judge’s factual findings are not clearly erroneous and the conclusions drawn from them are supported by the facts found, exceptions to conclusions of law will be overruled.” Att’y Grievance Comm’n v. Tanko, 408 Md. 404, 419 , 969 A.2d 1010, 1019 (2009). DISCUSSION RESPONDENT’S EXCEPTIONS Exception One: Respondent’s Lack of Representation Respondent argues that the hearing judge erred in requiring him to proceed while unrepresented by counsel. Respondent argues the four months following the scheduling of the hearing was insufficient to secure counsel. The hearing judge found that Respondent was given sufficient notice and participated substantially pro se in the disciplinary matter.

During the August 2023 hearing, the hearing judge stated: Obviously, Mr. Donnelly, you are barred in the State of Maryland. You are a lawyer, but there has been no mention of any continuance request throughout the entire proceedings, and there was nothing filed prior to today, other than this morning as we called the case, and you’re requesting a continuance. In Att’y Grievance Comm’n v. Stewart, we held “a lawyer is entitled to the basic elements of due process[,] notice[,] and the opportunity to defend in a full and fair hearing.” 285 Md. 251, 259 , 401 A.2d 1026, 1030 (1979). Following Mr. Langley’s complaint, Respondent was given notice and frequently kept apprised of the status of the investigation. 10 Respondent received his due process in this disciplinary proceeding and, therefore, we overrule this exception.

Exception Two: The Hearing Judge Did Not Consider Respondent’s Pleadings Respondent argues that the hearing judge did not “properly evaluate the truth of the precise facts in issue in considering the representations and admissions in the pleadings in this matter[.]” “[A]s far as what evidence a hearing judge must rely upon to reach his or her conclusions, we have said that the hearing judge may pick and choose what evidence to believe.” Att’y Grievance Comm’n v. Kalarestaghi, 483 Md. 180 , 220 n.7, 291 A.3d 728 , 751 n.7 (2023) (quotation marks and citation omitted). The hearing judge is not required to cite Respondent’s pleadings with more frequency or accord them more weight. See id., 291 A.3d at 751 n.7. The hearing judge reviewed Respondent’s pleadings and the evidence presented, including Respondent’s testimony, and did not find Respondent credible.

We defer to the hearing judge’s assessment and, therefore, overrule Respondent’s exception. Exception Three: The Creation of the Loan Agreement First, Respondent argues he did not solicit the loan and that Mr. Langley made the loan freely. Mr. Langley testified that “Mr. Donnelly asked if he could borrow $40,000[,]” and the hearing judge found Mr. Langley credible. We defer to the hearing judge’s credibility determination.

Id., 291 A.3d at 751 n.7. Further, whether Mr. Langley entered into the loan willingly is not disputed and has no bearing on Respondent’s choice not to repay the loan. Thus, we overrule this first portion of Respondent’s exception. 11 Second, Respondent contends there was no clear and convincing evidence that he and Mr. Langley were in an attorney-client relationship when they executed the loan. Respondent argues his representation of Mr. Langley ended following Langley v. Langley, and filings from the case were not clear and convincing evidence of any representation afterwards. “[T]he hearing judge may pick and choose what evidence to believe[,]” and “we defer to the hearing judge’s assessment of the witnesses’ credibility.” Id., 291 A.3d at 751 n.7 (quotation marks and citations omitted).

Mr. Langley testified that Respondent was his attorney at the execution of the loan, and Bar Counsel was able to demonstrate the relationship via Respondent’s signature on pertinent filings from Langley v. Langley. The hearing judge credited Mr. Langley’s testimony and the evidence presented by Petitioner. We defer to that finding and, therefore, we overrule this second portion of Respondent’s exception. Third, Respondent argues the hearing judge erred in finding that he did not inform Mr. Langley of the reason for the loan.

The hearing judge found “that just weeks prior to receiving this cash, the Respondent received a judgment against him in the amount of $540,793.59[,]” and that “Respondent testified his portion of the judgment was reduced to less than Fifty Thousand dollars ($50,000.00).” We will “not disturb the hearing judge’s findings where there is any competent evidence to support the finding of fact.” O’Neill, 477 Md. at 658, 271 A.3d at 808 (quotation marks and citation omitted) (emphasis added). Given that there was competent evidence presented to infer the reason for the loan was to satisfy Respondent’s judgment, the hearing judge had clear and convincing evidence to 12 find that Respondent did not advise Mr. Langley of the reason for the loan. Accordingly, we overrule this third portion of Respondent’s exception. Fourth, Respondent argues the hearing judge did not have clear and convincing evidence that he failed to advise Mr. Langley to seek independent counsel.

MARPC 19- 301.8(a) requires advice to seek independent counsel be given in writing. Respondent concedes “[t]here is no evidence showing there was written advice by Respondent informing Mr. Langley he should seek independent legal advice before he made the loan to Respondent.” Thus, we overrule this fourth portion of Respondent’s exception. Fifth, Respondent unequivocally denies that Mr. Langley made repeated demands for repayment. Mr. Langley testified, during Langley v. Donnelly and before the hearing judge, about his repeated requests for repayment.

The hearing judge possessed clear and convincing evidence Mr. Langley made repeated demands for repayment. Assuming, arguendo, Mr. Langley had not made repeated requests, this failure would not have excused Respondent’s choice not to repay the loan. Accordingly, we overrule this fifth portion of the exception and overrule the third exception in its entirety. Exception Four: Respondent’s Testimony on the Loan Next, Respondent takes exception to the finding that his testimony in Langley v. Donnelly was false. “This Court shall not disturb the hearing judge’s findings where there is any competent evidence to support the finding of fact.” O’Neill, 477 Md. at 658, 271 A.3d at 808 (quotation marks and citation omitted). “[T]he hearing judge is in the best position to evaluate the credibility of the witnesses and to decide which one to believe and, 13 as we have said, to pick and choose which evidence to rely upon.” Kalarestaghi, 483 Md. at 220 n.7, 291 A.3d at 751 n.7 (quotation marks and citations omitted).

Respondent provides four arguments for this exception. First, Respondent asserts the hearing judge was not allowed to find that Respondent’s testimony in Langley v. Donnelly was false absent a specific finding from the presiding judge. Respondent contends “[t]here was no specific transcript of the trial of [Langley v. Donnelly,] nor a specific finding by the other judge that such a statement was knowingly falsely made[.]” The transcript of Langley v. Donnelly provided to the hearing judge reflects the following testimony by Respondent: “I did not ask [Mr. Langley] for a business loan. I did not ask him for any money.

He showed up in the office with a bag with money in it.” This statement denied the existence of the loan and provided the hearing judge with clear and convincing evidence that Respondent testified falsely. Thus, we overrule this part of Respondent’s exception. Second, Respondent asserts: In light of Mr. Langley’s prior inconsistent statements about whether Respondent told him at the time the loan was made it would be used for expert witness fees or didn’t tell him what the use of the loan would be at the time it was made, Mr. Langley’s statement that Respondent solicited or asked for a loan is not clear and convincing evidence Respondent did in fact solicit or ask for the loan. We previously overruled Respondent’s exception that he did not solicit the loan, noting we defer to the hearing judge’s finding that Mr. Langley was credible.

Accordingly, we overrule this part of Respondent’s exception. 14 Third, Respondent asserts whether he provided false testimony to the circuit court is moot because of his repayment following Langley v. Donnelly. “A case is moot if there is no longer an existing controversy between the parties, so that there is no longer any effective remedy which the court can provide.” Powell v. Md. Dep’t of Health, 455 Md. 520, 539 , 168 A.3d 857 , 868–69 (2017) (quotation marks and citation omitted). Presently, the “dispute” concerns Respondent’s alleged MARPC violations, not the loan obligation itself. This Court acts in attorney discipline matters to “protect members of the public from attorneys who have demonstrated that they are unfit for the practice of law[,]” not merely to rectify the specific harm suffered by an attorney’s client. Att’y Grievance Comm’n v. Keating, 471 Md. 614, 651 , 243 A.3d 520, 543 (2020).

Respondent’s repayment does not render the issue moot, and we therefore overrule this portion of Respondent’s exception. Finally, Respondent argues his testimony on the modification of the loan is evidence that he understood the agreement with Mr. Langley to be a loan. Indeed, Respondent testified the loan was modified by the 2014 retainer, acknowledging he understood his agreement with Mr. Langley to be a loan. Respondent also testified as if the loan was not a loan.

Accepting that Respondent understood the agreement was a loan does not lead this Court to override the hearing judge’s finding. In fact, quite the opposite. We note that this exception highlights clear and convincing evidence of Respondent’s choice to repeatedly mischaracterize the loan in order to justify not repaying it. Accordingly, we overrule this portion of the exception and the entirety of Respondent’s fourth exception. 15 Exceptions Five, Six, and Seven Respondent’s fifth and sixth exceptions focus on the hearing judge having found an absence of mitigating factors and several aggravating factors.

His seventh exception disputes the hearing judge’s conclusions of law, except for one. We address these infra. RESPONDENT’S MARPC VIOLATIONS We begin with the hearing judge’s conclusions of law, which this Court reviews without deference. Cassilly, 476 Md. at 339–40, 262 A.3d at 289 . “If the hearing judge’s factual findings are not clearly erroneous and the conclusions drawn from them are supported by the facts found, exceptions to conclusions of law will be overruled.” Tanko, 408 Md. at 419 , 969 A.2d at 1019 .

The hearing judge concluded that Respondent violated MARPC 19-301.4 (Communication), 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules), 19-303.1 (Meritorious Claims and Contentions), 19-303.3(a) (Candor Toward the Tribunal), 19-308.1(a) (Bar Admission and Disciplinary Matters), and 19- 308.4(a)–(d) (Misconduct). For the following reasons, we agree with the conclusions reached by the hearing judge. MARPC 19-301.4 (Communication) MARPC 19-301.4 reads in full: (a) An attorney shall: (1) promptly inform the client of any decision or circumstance with respect to which the client’s informed consent, as defined in Rule 19-301.0(g) (1.0), is required by these Rules; (2) keep the client reasonably informed about the status of the matter; 16 (3) promptly comply with reasonable requests for information; and (4) consult with the client about any relevant limitation on the attorney’s conduct when the attorney knows that the client expects assistance not permitted by the Maryland Attorneys’ Rules of Professional Conduct or other law. (b) An attorney shall explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the representation.

MARPC 19-301.0(g) defines informed consent as “the agreement by a person to a proposed course of conduct after the attorney has communicated adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct.” In concluding Respondent violated MARPC 19-301.4, the hearing judge wrote: Hav[ing] no reference to, or incorporation of, the 2013 loan agreement in the 2014 attorney client agreement pertaining to the loaned funds being used for litigation costs lends itself to the more plausible explanation that the Respondent failed to obtain Mr. Langley’s informed consent and unilaterally modified the 2013 loan agreement. In effect, the hearing judge found Respondent unsuccessfully asserted a retroactive change to both the promissory note and the 2014 retainer without informing Mr. Langley. Respondent takes exception and asserts he did not unilaterally modify the promissory note by interpreting his remaining loan balance to be offset by Mr. Langley’s attributable costs for the Pier Rights litigation. “If the hearing judge’s factual findings are not clearly erroneous and the conclusions drawn from them are supported by the facts found, exceptions to conclusions of law will be overruled.” Tanko, 408 Md. at 419 , 969 17 A.2d at 1019 (emphasis added). While Langley v. Donnelly shows Respondent was unsuccessful in his attempt to bind the loan to the 2014