Attorney Grievance v. Kalarestaghi

Attorney Grievance Commission of Maryland v. Ali Mansouri Kalarestaghi, AG No. 48, September Term, 2021. Opinion by Hotten, J. ATTORNEY DISCIPLINE – SANCTIONS – SUSPENSION Respondent, Ali Mansouri Kalarestaghi, violated Maryland Attorneys’ Rules of Professional Conduct 19-301.4(a)(1) and (b) (Communication) (1.4), 19-301.7 (Conflict of Interest – General Rule) (1.7), 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules) (1.8), 19-301.9(a) (Duties to Former Clients) (1.9), 19-301.16(a)(1) (Declining or Terminating Representation) (1.16), and 19-308.4(a) and (d) (Misconduct) (8.4). These violations stemmed from Respondent’s conflict of interest in the representation of two clients; putting the parties in direct conflict during representation; failing to recognize and advise clients of the conflict of interest; failing to attempt to obtain the clients’ informed consent, confirmed in writing, to continue with the representation; entering into a business transaction with a client without advising the client, in writing, of the desirability of seeking advice of independent counsel and without giving the client a reasonable opportunity to do so; representing a client against a former client without obtaining written, informed consent from the former client; and engaging in conduct that is prejudicial to the administration of justice. Considering the nature of the misconduct and the various aggravating and mitigating factors present, the Supreme Court of Maryland concluded that a sixty-day suspension, stayed in favor of a six-month probationary period with the conditions that Respondent adhere to the Maryland Attorneys’ Rules of Professional Conduct and complete a continuing legal education course on conflicts of interest or general ethics, is the appropriate sanction.

Circuit Court for Baltimore County Case No. C-03-CV-21-004062 Argued: November 3, 2022 IN THE SUPREME COURT OF MARYLAND* AG No. 48 September Term, 2021 __________________________________ ATTORNEY GRIEVANCE COMMISSION OF MARYLAND v. ALI MANSOURI KALARESTAGHI __________________________________ Fader, C.J., Watts, Hotten, Booth, Biran, Gould, Eaves, JJ. __________________________________ Opinion by Hotten, J. Fader, C.J., Booth, and Gould, JJ., concur and dissent. Pursuant to the Maryland Uniform Electronic Legal Materials __________________________________ Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic. 2023-09-01 Filed: March 14, 2023 11:35-04:00 Gregory Hilton, Clerk *During the November 8, 2022, general election, the voters of Maryland ratified a constitutional amendment changing the name of the Court of Appeals to the Supreme Court of Maryland. The name change took effect on December 14, 2022. The Attorney Grievance Commission of Maryland, acting through Bar Counsel (“Petitioner”), filed with this Court a Petition for Disciplinary or Remedial Action (the “Petition”) against Ali Mansouri Kalarestaghi (“Respondent”) pursuant to Md. Rule 19- 721.1 Specifically, Petitioner charged Respondent with violating the following Maryland Attorneys’ Rules of Professional Conduct (“MARPC”):2 1.

Rule 19-301.4(a)(1) and (b) (Communication) (1.4); 2. Rule 19-301.7 (Conflict of Interest – General Rule) (1.7); 3. Rule 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules) (1.8); 4. Rule 19-301.9(a) (Duties to Former Clients) (1.9); 5.

Rule 19-301.16(a) (Declining or Terminating Representation) (1.16); and 6. Rule 19-308.4(a), (c), and (d) (Misconduct) (8.4). Pursuant to Md. Rule 19-722(a),3 we referred the matter to the Circuit Court for Baltimore County and designated the Honorable Wendy S. Epstein (the “hearing judge”) 1 Maryland Rule 19-721(a)(1) provides, in pertinent part: “Upon approval or direction of the Commission, Bar Counsel, on behalf of the Commission, shall file a Petition for Disciplinary or Remedial Action in the [Supreme Court of Maryland].” 2 Effective July 1, 2016, the Maryland Lawyers’ Rules of Professional Conduct were renamed the Maryland Attorneys’ Rules of Professional Conduct and recodified in Title 19 of the Maryland Rules without substantive changes. Att’y Grievance Comm’n v. Johnson, 472 Md. 491 , 503 n.3, 247 A.3d 767 , 774 n.3 (2021). “For simplicity, and because there is no substantive difference in the two codifications of the rules, we shall use the [longer] designations of the [MARPC], e.g., ‘[Rule 19-301.1].’” Id., 247 A.3d at 774 n.3. 3 Maryland Rule 19-722(a) provides, in pertinent part: “Upon the filing of a Petition for Disciplinary or Remedial Action, the [Supreme Court of Maryland] 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.” to conduct an evidentiary hearing and provide findings of fact and conclusions of law.

After a two-day hearing on April 27 and 28, 2022, the hearing judge found clear and convincing evidence that Respondent violated the applicable MARPC as alleged in the Petition. Respondent filed numerous exceptions to the hearing judge’s Findings of Fact and Conclusions of Law. This Court heard oral arguments on November 3, 2022. For the reasons outlined below, we suspend Respondent from the practice of law for sixty days, but with the execution of that disposition stayed for a six-month period of probation, subject to the conditions that: (1) Respondent adhere to the MARPC and (2) complete a continuing legal education course (“CLE”) on conflicts of interest or general ethics.

HEARING JUDGE’S FINDINGS OF FACT We summarize and, where indicated, quote the hearing judge’s findings of fact that have been established by clear and convincing evidence. Background Respondent was admitted to the Maryland Bar in December 2007. At all relevant times, Respondent maintained an office for the practice of law in Catonsville, Maryland. Respondent “focuses his practice on real estate and business law.” As the hearing judge found: In 2012, Respondent, his father, Mehdi Kalarestaghi (hereafter “Mr. Kalarestaghi”), and his brother, Hossain Kalarestaghi, formed an entity named MAH Mountain, LLC (“MAH Mountain”), a family business created with the intention of purchasing one or two properties to redevelop them.

The Respondent is a 30% owner of MAH Mountain. In 2012, MAH Mountain purchased a two-story multi-unit commercial retail property located at 6567 Baltimore National Pike, Catonsville, Maryland (the 2 “Baltimore National Pike [P]roperty”) with the purpose of leasing retail space to commercial tenants. Respondent does not have a “specific role” or title at MAH Mountain, but testified that his position was akin to that of an attorney. In his capacity as an attorney for MAH Mountain, “Respondent drafted and negotiated leases for the temporary tenants who were in the property after they purchased it and then for any subsequent tenants when the renovations were completed.” Representation of Catonsville Eye Peepers Family Eye Care (“Peepers”) is an optometry practice owned and operated by Dr. Norman Fine and Dr. Erick Gray.

Dr. Gray “focuses on the administrative aspects of the business[]” while Dr. Fine “focuses on patient care.” Dr. Gray expanded Peepers’ practice by opening roughly eight stores, including Catonsville Eye Associates, LLC (“Catonsville Eye”). In this capacity, Dr. Gray has experience with commercial leases but always used his own attorney to review each lease. In February 2012, Catonsville Eye leased a commercial space on Rolling Road in Catonsville (“Rolling Road”). The lease was originally set to expire in September 2017; however, Catonsville Eye executed an addendum extending the lease to December 2017.

In 2016, Drs. Gray and Fine sought to relocate Catonsville Eye. In December 2016, Drs. Gray and Fine saw an advertisement for available commercial rental space at the Baltimore National Pike Property, which, at the time, was under construction.

Dr. Gray subsequently called the number listed on the advertisement and spoke with Mr. Kalarestaghi. 3 Respondent, Dr. Gray, Dr. Fine, and Mr. Kalarestaghi met in December 2016 “to discuss the possibility of Catonsville Eye leasing space from MAH Mountain.” Respondent introduced himself as Mr. Kalarestaghi’s son and attorney but neglected to inform Drs. Gray and Fine that he owned a thirty-percent interest in MAH Mountain. During the meeting, Drs. Gray and Fine informed Respondent and Mr. Kalarestaghi about their current lease at the Rolling Road location: [A]lthough they were interested in the Baltimore National Pike [P]roperty, their Rolling Road lease ran through December 2017 and they could not afford to pay rent at two locations at the same time.

Not having to pay two rents was of great importance to Dr. Gray. Mr. Kalarestaghi “offered to have the Respondent review the Rolling Road lease to determine whether the lease could be terminated before December 31, 2017[,] without liability.” Catonsville Eye thereafter provided Respondent a copy of its Rolling Road lease and amendment for review. Dr. Gray hoped to break the lease, suggesting to Respondent that “Catonsville Eye could [] let the landlord keep its security deposit and then walk away from the lease.” Respondent and Dr. Gray continued their conversations and negotiations over email. Respondent and Dr. Gray exchanged five emails on December 6, 2016, “confirming that a discussion, or some discussions, took place . . . about leasing a space at the Baltimore National Pike [P]roperty, and confirming the in-person meeting[.]” The first email from Respondent to Dr. Gray, provided: Hello Erick!

It was great to meet you today. We tried to get into the terms you mentioned during our meeting. Here is what we are proposing: 4 -4 months of security deposit in lieu of personal guarantee subject to review of tenant’s financials -5 year lease with two 5 year options to renew -4% annual increases -$4,250/month NNN -Tenant Space B as marked on the attached floor-plan. -Lease and rental commencement date-February 1 -Signage: Tenant sign on storefront above space, one sign on the side of the building, and space on pylon. -Brokers: none Our practice is to have a $1,000 non-refundable deposit once we reach an agreement on terms. That deposit gets applied toward the security deposit.

Once we have that, we prepare a lease. Please let me know if you have any questions! Ali The fifth and final email exchanged on December 6, from Dr. Gray to Respondent, read as follows: When do you truly expect to get your U and O[?] My lead time on cabinetry is 4 months[.] Assuming I had my attorney review the lease. And we both acted quickly.

Realistically a final lease would be signed mid January. Architecturally plans will take some time even if I absorbed the risk of expense based on good faith . . . I too do believe your location represents a much better location. I appreciate the quality of appearance and the small business retail compassion.

Obviously and fairly I’m looking for rent commencement within 15 days of opening, understanding I’m giving by paying architect fees to expedite my opening. I will make a business decision by Monday at the latest assuming your agreeable to the timing. Thanks Erick[.] On December 17, 2016, Respondent emailed Drs. Fine and Gray about the Rolling Road lease and amendment: Hello Gentlemen!

I have read over the two attached documents (the lease dated February 28, 2012 and First Amendment dated September 21, 2012). From my 5 understanding, the lease term started March 1, 2012 and went for 5 years and 6 months. Although the amendment specifies what the rent will be from January 1, 2017 to December 31, 2017, I did not see anything that extended the term. Therefore, it would be our position (this is legal advice, it is subject to attorney-client privilege, I cannot even share this review with my father, although you can) that you are obligated to stay at the Rolling [R]oad location through August 31, 2017.

Although the amendment is specifying what your rent would be after that date, I do not see an agreement or provision anywhere that extends the original term from August 31, 2017 to December 31, 2017. According to Section 21.01 of the lease, it is my understanding that you have placed a security deposit of $9,520.00 with the Landlord. If the base monthly rent in 2017 will be $5,518.14, the security deposit would cover less than two months of rent (most of July and all of August of 2017). The problem with your idea however (of applying your security deposit to the last two months) is that doing so without an agreement in place (an agreement with your current landlord) would put you in violation of the lease terms.

The best way to address this would be for us to send a letter to the Landlord putting them on the defensive and offering a compromise or settlement (namely, ideally, an early termination, and an agreement to apply the security deposit to the remaining rent). In my very experienced legal opinion, the Landlord has ZERO basis for claiming that your lease ends December 31, 2017. Unless there is a document that I have not been provided, your lease ends August 31, 2017. Please let me know if you have any questions.

Thank you both! (Emphasis added). By email dated December 18, Dr. Fine asked Respondent whether Respondent could get Catonsville Eye “out of [their] lease, perhaps June or [J]uly, so we can move into your building or make some kind of concession to ease the pain of double rent[.]” On December 19, Respondent replied: Hello Gentlemen! 6 To answer your question, I do believe that we could negotiate a settlement with the landlord to hand over the property before the end of your term, hopefully June or July as you mentioned. But to protect you and show our willingness to work with you, here is our proposal: 1-$4,250/mo net rent 2-February 1st start date 3-Four Months Free (February, March, April, and May).

Rent starts June 1. 4-Four months security deposit as discussed 5-Up to $5,000 in free legal services through my office to negotiate a settlement with the landlord, or defend a suit by the Rolling Road landlord. 6-Any period where you have an out of pocket rental obligation at Rolling Road, you will receive a 20% reduced rate at the new location. Please let me know if you have any questions! (Emphasis added). Dr. Gray responded the next day: [C]learly our mutual goal is to have only 1 landlord.

I agree with your legal position that the later dated lease ends [A]ugust of 2017. I believe that 1 month security deposit was applied as separate from the 2 months deposit paid with signing of the second lease[,] however [I] may be mistaken. [W]hile sitting at [P]anera[] [I] believe 4 months security was reduced to 3! My partner Norman and I will sign and hand you the $1000 deposit based not only on your updated and modified proposal[,] but included in is your success in negotiating our way out of our current lease. I know that you know that in order for us to open in time we must finalize our deal quickly.

I am absolutely appreciative of your efforts in getting this business deal done[.] And we look forward to a long term relationship. Thank you for your personal desire to have us as a tenant in your beautifully crafted building. (Emphasis added). On December 20, Respondent emailed Drs.

Gray and Fine the following: Understood. Three months security deposit is correct. I believe you and my father were talking about that as Dr. Fine and I were talking about something else. I believe getting you out of your lease should be do-able.

My father is willing to waive rent as long as you have an out of pocket rental obligation, assuming you give me free rein and your full cooperation in using every 7 possible argument to disturb and disrupt the landlord (from a legal standpoint) in an effort to motivating him to release you from your lease. Now, with that, if we get that Landlord to release you from the lease as of April 30th for example, rent would start for the new space as of May 1, 2017. I think that is fair and hope you agree. We are rolling the dice and betting on the fact that we can get a settlement negotiated with the landlord.

Obviously, we do not want and cannot have 7 months of free rent. And on that note, the five year term would start as of the first month that rent is paid. $1,000 non-refundable deposit gets applied toward the three month security deposit and I will have a lease to you within 36 hours of that for you and any other parties to review. Obviously, I have a conflict of interest in reviewing the new lease for you! You are welcome to leave a check at the Catonsville location and we will have one of us pick it up, or we can meet to do so.

Please let me know if you have any questions. Thank you both! Ali (Emphasis added). Later that evening, Dr. Fine emailed Respondent the following questions: Ali, a few questions: [W]hat is the yearly rental increase?[] [C]ommon area maintenance?[] [R]eal estate taxes?

How much time do you think it will take to negotiate our getting out of the lease? I assume this will all be covered in the lease agreement. On December 21, Dr. Fine texted Respondent to meet “for a brief meeting to wrap [this] up.” The same morning, Dr. Gray emailed Respondent to “define disturb and disrupt. [A]nd if you are unable to break our lease what then?” Respondent replied: Good Morning Gentlemen- 8 Dr. Fine texted mentioning a meeting this afternoon. I think that is a good idea.

We are available anytime after 2pm. Answers to the questions either of you have mentioned thus far: 1) Define disturb and disrupt- I have to look into it further, but I believe that we may have grounds to argue that your landlord has not lived up to their lease obligations. By disturb and disrupt, I mean that I want to put the landlord in a position that the issues raised by Peepers (through their attorney) become so taxing to respond to that is simply easier and wiser financially and from a business standpoint to simply allow Peepers to leave. 2) What if Ali is unable to break the Rolling Road Lease? If Peepers has cooperated fully (for example, agree to proceed with filing preliminary litigation if needed), and I am still unable to negotiate a settlement with the landlord, we will provide free rent for your new space during the time that you have out of pocket rent.

I hope that shows you that not only are we doing all we can (including a nearly blank check for free rent, but also free legal services), but also it should be a reflection of my confidence in our ability to negotiate a resolution with the landlord. We are partners in that side of the deal as well and if we succeed, we succeed together. If we fail, we fail together. We are putting substantial skin in the game.

Again, I have mentioned “out of pocket” rent a few times. Allow me to be very clear so we don’t have any coded secrecy. Your lease goes through the end of August. You have 2-3 months of security deposit on file with the landlord.

Dr. Gray has always calculated his financial obligation to the current landlord by measuring the end of the lease term (previously believed to be 12/31/17, now agreed to be 8/31/17) and then deducted the security deposit. As I have mentioned before, it is not my legal advice to apply your security deposit unilaterally (without an agreement in place) to the last few months rent because you would be in violation of the lease. However, for purposes of our discussion and calculations, we are applying your existing security deposit held by your current landlord, to the end of your lease. This would have been easier to explain in person, hopefully it makes sense here in written form. *** 6) How much time do you think it will take to negotiate our getting out of the lease?

I would want to move very quickly. I cannot control the Rolling Road landlord, but my estimate and goal would be to have a settlement in place with them in February. 9 I think meeting this afternoon would be a good idea in order to clarify any of these items, etc. I just received Dr. Fine’s email confirming 2pm at Panera in Catonsville. I look forward to it! -Ali The hearing judge determined that, at this juncture, “Dr. Gray understood there were issues between Catonsville Eye and their existing landlord. Respondent understood that he was offering legal advice and legal representation to Catonsville Eye to resolve those issues.

Both parties understood that Respondent would be the attorney handling the negotiations.” “On December 23, 2016, Dr. Fine, on behalf of Catonsville Eye, wrote the Respondent’s law office a check for $1,000.00 for reading the [Rolling Road] lease, an amount that MAH Mountain later credited towards Catonsville Eye’s security deposit for the 6567 Baltimore National Pike [P]roperty.” On January 10, 2017, Respondent emailed Drs. Fine and Gray a draft lease agreement for the Baltimore National Pike Property: Hello Gentlemen! You are wonderful for being so patient. Please do not let this massive delay be an indicator of our interest or eagerness in moving forward.

The delay was solely my fault. My father was out of the country and we had a few inspectors drag us through the ringer this week. (not regarding quality of construction, regarding annoyances like the path of the sewer line). I am attaching the draft of the lease.

As I mentioned, it would be a conflict of interest for me to provide a legal opinion regarding this lease, however I have a provision in the lease confirming that my office will provide up to $5,000 in legal services to terminate your existing lease. As I mentioned before, that is a very high cap to provide reassurance. I anticipate it will take far less time. 10 Thank you again for your patience. Please forward this to your attorney and welcome them to reach out with any questions, proposed changes, etc. -Ali The hearing judge found “no indication as to whether or not Dr. Gray had his attorney review the lease.” The January 10, 2017[,] draft (“January 10 Draft”) of the five-year lease started on February 1, 2017, with a 3% yearly increase.

Under “Rent Commencement Date,” the lease provided: The Landlord, at Landlord’s expense, will engage the services of Law Offices of Ali K., LLC (within this paragraph only, referred to as “Attorney”) to represent the Tenant with respect to the termination of Tenant’s existing lease on Rolling Road. Landlord will pay up to $5,000.00 in legal fees towards Tenant’s termination of their existing lease at Rolling Road. If Tenant has cooperated fully with Attorney (for example, agree to proceed with filing preliminary litigation if needed), and Attorney is still unable to negotiate a settlement with the Tenant’s landlord at Rolling Road, Landlord will provide free rent for Tenant’s Premises during the time that Tenant has out of pocket rent. The Parties agree that out of pocket rent refers to net rent owed to prior landlord and Tenant’s security deposit with their Rolling Road landlord (understood to be equal to 2-3 months of rent) will be applied toward the net rent figure.

Between February and March of 2017, Drs. Fine and Gray and Respondent emailed about the floor plans and architectural drawings for the proposed Catonsville location. On March 24, 2017, Respondent emailed Dr. Gray the revised lease agreement (the “March 24 Lease”). The March 24 Lease commenced on April 1, 2017, for a period of five years, with a three percent yearly rent increase. “The March 24 lease had the same ‘Rent Commencement Date’ clause as the January 10 [D]raft, except that the Respondent added: ‘In no event will the Rent Commencement Date be later than August 1, 2017.’” Dr. Gray 11 testified that he was not prepared to sign the March 24 Lease because “[w]e hadn’t negotiated a lease.

I didn’t retain or have my lawyer review it to respond to it.” According to the hearing judge, Respondent’s and Dr. Gray’s testimony differed as to the events that occurred on or around April 3 and 4, 2017. “Respondent testified that on April 3, 2017[,] at 4:26 p.m., he received a text from his father advising of a meeting he just had with Dr. Gray.” He explained: The doctor was here he said if we have the paper lease ready by tomorrow at 12 he be here and sign it the way it is and give us the check only thing in there we have to add that we will put a bathroom before he opens and he will pay us $5[,]000.00. Respondent continued, “explaining the circumstances of the texts exchanged with his father[:]” As I recall, I was in my office. My father called and said Dr. Gray and I are here. We are signing this lease and we just signed this lease, but now we see that this doesn’t have the language about the bathroom in it.

And maybe one or two other things that they were concerned with . . . . So my father said, yeah, make those changes, I will come by, grab it and will bring it back here and Dr. Gray will sign it. I’m paraphrasing. I don’t remember exactly what was said.

That is the overall message that I believe was exchanged. So on April 4th, I kind of come up for air, so to speak, and I texted my father at 1:02 and said, I just finished work. What happened with the doctor, knowing that he had been meeting with him at noon, according to the last message that I had on the topic. And at 1:03 my father said, “I’m waiting for him.” At 1:04 I said, “should I print this or what?” I guess meaning a lease agreement. . . .

At 1:05 he said, “yes, just add in there we put bathroom after OP and doctor will pay five thousand for that.” At 1:05 I said, “all right.” He at 1:18 said, “he is here. He signed. His copy you send him.” At 1:21 I said call me when he is gone.” 1:23 he responded “Okay[.]” 1:27 I said, “lease starts May 1st? Any free rent?” and that was the last text that we had until April 7th.

That is how I recall it. I think that they were meeting and I think that they signed a lease and then I think that they were discussing and said, hey, we 12 got the language about the bathroom. This is all conjecture. I wasn’t there.

This is how I received it as I sat in my office because I saw a text that said he was here; he signed. Because the text messages, as they are in isolation, don’t tell the whole story. So I believe I received a phone call and I believe that the nature of that call was, hey, we just signed the lease but we see that the bathroom is not in here and whatever; we need to make some changes. So when I started to make changes, I saw that there are some other things that generally we update.

So by March 24th to April 4th we were now into a new month. So I wanted to make sure that any of the dates reflected their agreement, et cetera. So my point of contact was just my father and he was the one that was speaking with Dr. Gray. I had no communications with Dr. Gray on that date or, you know, in the days leading up to it, certainly not about lease terms.

And I believe, as I recall it, my father came to my office. I think he made the call. He said, yeah, we need to make these changes. I said okay, I will start making them.

And then as I’m doing it, I had another question or two. I sent him a text message. Never received an answer because as I recall it, at that point he is driving to my office, that half mile or so. Dr. Gray was not with him.

He comes, he picks it up and he takes it back and they execute it. Mr. Kalarestaghi also advised Respondent that the free rent and up to $5,000 in free legal services were “no longer part of the deal.” Therefore, “[t]he Respondent revised the March 24 [L]ease agreement as instructed by Mr. Kalarestaghi.” On the other hand, Dr. Gray testified that, “[b]etween March 24 and April 4, 2017, . . . Mr. Kalarestaghi called him ‘multiple times’ and spoke to him ‘frequently,’ telling Dr. Gray that the bank was exerting ‘enormous pressure’ on him to obtain money.” Specifically, per Dr. Gray’s testimony, the hearing judge recognized that: Mr. Kalarestaghi was “frantic,” and “pled” with Dr. Gray to bring a check for a lease deposit. Dr. Gray considered Mr. Kalarestaghi his friend, so he agreed.

He wrote a check for $21,500.00, comprising four months’ security deposit and first month’s rent, drove to Mr. Kalarestaghi’s office, and handed him the check. Mr. Kalarestaghi informed Dr. Gray that he needed Dr. Gray to sign the lease agreement. Dr. Gray told Mr. Kalarestaghi that he was not prepared to sign the lease agreement and did not have a copy of the lease 13 with him. Mr. Kalarestaghi appealed to their friendship and promised Dr. Gray that he would make any requested changes.

In reliance on Mr. Kalarestaghi[’s] assertions, the Respondent’s repeated assurances that MAH Mountain would waive or reduce rent during the time that Catonsville Eye owed rent to Klein Enterprise, and the Respondent’s legal advice that the Rolling Road lease, by its terms, ended on August 31, 2017, Dr. Gray agreed to sign the lease agreement. Dr. Gray signed the March 24 Lease on April 4, which commenced on April 1, 2017 (the “April 4 Lease”). After the April 4 Lease was signed, Dr. Gray and Mr. Kalarestaghi noticed the lease did not include “an agreed-upon provision providing for the addition of a bathroom to the premises” and required “a rent commencement date of April 1, 2017.” As a result, Mr. Kalarestaghi asked Respondent to update the lease. The hearing judge noticed that “[t]he April 4, 2017 [L]ease . . . differed from the March 24 [L]ease in three significant ways[:]” (1) Respondent removed the provision providing for free rent and $5,000 in free legal services from the Rent Commencement Date paragraph;4 (2) “Respondent changed the rent commencement date from April 1 to May 1, 2017[;]” and (3) “the Respondent added a ‘Restroom’ clause giving Catonsville Eye the option to request that MAH Mountain build a bathroom in the unit in exchange for $5,000.00.” The hearing judge also noted discrepancies in Respondent’s and Dr. Gray’s testimony regarding the lease signing.

Respondent initially claimed he was not present at 4 The hearing judge, however, did not find this exclusion to be “dispositive of the issue of whether there was an attorney/client relationship between Catonsville Eye, and Dr. Gray and Dr. Fine.” According to the hearing judge, deletion of this clause “did not terminate or negate the attorney/client relationship.” 14 the lease signing, but later testified he was present and merely “was mixing different experiences.” Dr. Gray, on the other hand, testified that Respondent was present for the lease signing, and that, “after the Respondent ‘started to turn the pages’ of the lease agreement, he watched as Mr. Kalarestaghi ‘grabbed ahold’ of the lease, ‘flipped it to the signature pages,’ and folded it vertically to expose the signature lines.”5 Upon consideration of the testimony, communications, and lease drafts, the hearing judge found Dr. Gray’s testimony to be “more credible.” Ultimately, the hearing judge concluded that “an attorney/client relationship existed between the Respondent and Catonsville Eye from December 2016 through April 2017[.]” On June 5, 2017, MAH Mountain obtained a use and occupancy permit for the Baltimore National Pike Property. Thereafter, “Drs. Fine and Gray began . . . designing and building out the infrastructure for an optometry practice and [eventually] moved Catonsville Eye from Rolling Road to the Baltimore National Pike [P]roperty[.]” “In August 2017, Dr. Gray received an invoice from MAH Mountain seeking rent payments for May through August 2017.” Dr. Gray initially thought the invoice was a mistake and contacted Mr. Kalarestaghi to clarify. Mr. Kalarestaghi’s response was “if you don’t owe it, don’t worry about it.” “After some discussion between Dr. Gray and Mr. Kalarestaghi, Dr. Gray believed the two verbally agreed that Catonsville Eye would start paying rent in November 2017.” On September 24, 2017, Dr. Gray emailed Respondent 5 The hearing judge also questioned Dr. Gray’s supposed “coerc[ion] into signing the lease without being able to read it[]” because Dr. Gray “is an experienced businessman and has signed numerous leases.” 15 that his “[a]ttorney is Steve Fedder I will send you his contact info.

Any questions will now be a legal matter.” Based on Dr. Gray’s and Mr. Kalarestaghi’s discussion, “Catonsville Eye made its first rent payment to MAH Mountain in November 2017.” Mr. Fedder advised Dr. Gray to include a restrictive endorsement with Catonsville Eye’s December rent check, “requiring, as a condition of tender, that MAH Mountain modify the lease agreement to reflect a rent commencement date of November 1, 2017.” Dr. Gray testified that MAH Mountain did not agree to the restrictive endorsement. Procedural History On December 6, 2017, MAH Mountain, represented by Respondent, sued Catonsville Eye in the District Court of Maryland for Baltimore County, “seeking rent for the period July 1 through December 31, 2017[,] totaling $28,588.08 and late charges in the amount of $1,429.40.” “On December 19, 2017, . . . Catonsville Eye . . . moved to disqualify the Respondent as counsel for MAH Mountain, alleging a conflict of interest due to his prior representation of Catonsville Eye.” Respondent opposed the motion, claiming that “whatever prior representation may have occurred, it bears no relationship to this matter.” The District Court granted Catonsville Eye’s motion, recognizing the potential conflict of interest. The court postponed trial to January 2018 “to allow [MAH Mountain] to obtain substitute counsel[.]” Trial commenced on January 9, 2018.

During trial, “Catonsville Eye argued that the court should not enforce the terms of the lease agreement because there was fraud in its inducement.” The court held that it “lacked jurisdiction to consider the fraud claim and, 16 based on the [April 4 Lease], entered judgment in the amount of $34,782.16 in favor of MAH Mountain[.]” Catonsville Eye appealed to the Circuit Court for Baltimore County. On January 16, 2018, Catonsville Eye sued MAH Mountain in circuit court, alleging fraud and legal malpractice against Respondent. Catonsville Eye sought a declaratory judgment affirming that “the Rent Commencement Date of the [April 2017 Lease] . . . be November 1, 2017[.]” The circuit court consolidated the cases on June 14, 2018. The circuit court conducted a two-day trial on August 14 and 15, 2019.

On September 20, the circuit court vacated the District Court’s judgment, granting Catonsville Eye’s request for declaratory relief. The circuit court ordered the April 4 Lease to “reflect a rent commencement date of August 1, 2017, and that rent payments shall commence as of November 1, 2017[.]” The court, however, dismissed the legal malpractice claim. On November 18, 2019, MAH Mountain timely appealed to the Appellate Court of Maryland.6 On January 29, 2021, the Appellate Court of Maryland, in an unreported opinion, held that the circuit court “erred in reforming the lease when issuing a declaratory judgment[;]” however, the circuit court properly held that Respondent “did not commit legal malpractice chiefly because the proof was inadequate.” The intermediate court vacated and remanded to the circuit court to “reassess the proof presented only on the fraud count[.]” 6 During the November 8, 2022, general election, the voters of Maryland ratified a constitutional amendment changing the name of the Court of Special Appeals of Maryland to the Appellate Court of Maryland. The name change took effect on December 14, 2022. 17 On November 12, 2021, the circuit court, upon remand, concluded that Catonsville Eye “proved all five elements of fraud[,]” and that it “repudiated the Lease at issue.” The court ultimately awarded judgment for Catonsville Eye in the amount of $18,000, “representing the security deposit that was paid.” During the litigation, Catonsville Eye filed a complaint against Respondent with Petitioner.

On December 6, 2021, Petitioner filed the instant action with this Court. This Court referred the matter to the hearing judge to conduct an evidentiary hearing and provide findings of fact and conclusions of law. HEARING JUDGE’S CONCLUSIONS OF LAW The hearing judge found, by clear and convincing evidence, that Respondent violated MARPC 19-301.4(a)(1) and (b), 19-301.7, 19-301.8(a), 19-301.9(a), 19- 301.16(a)(1), and 19-308.4(a), (c) and (d). Petitioner filed no exceptions.

Respondent filed numerous exceptions, which we address in turn. STANDARD OF REVIEW “In attorney discipline proceedings, ‘this 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) (quoting Att’y Grievance Comm’n v. Whitehead, 405 Md. 240, 253 , 950 A.2d 798, 806 (2008)). We generally accept the hearing judge’s findings of fact unless they are clearly erroneous. Id., 271 A.3d at 807 (citation omitted).

Since Respondent filed exceptions, Maryland Rule 19-740(b)(2)(B) provides: 18 [This Court] shall determine whether the findings of fact have been proved by the requisite standard of proof set out in Rule 19-727(c). Th[is] Court may confine its review to the findings of fact challenged by the exceptions. Th[is] Court shall give due regard to the opportunity of the hearing judge to assess the credibility of witnesses. “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 (internal quotations and citations omitted). “We assess the hearing judge’s legal conclusions under a de novo standard of review.” Id., 271 A.3d at 808 (citations omitted). “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). “We have ‘the ultimate authority to decide whether a lawyer has violated the professional rules.’” O’Neill, 477 Md. at 659, 271 A.3d at 808 (quoting Att’y Grievance Comm’n v. Harrington, 367 Md. 36, 49 , 785 A.2d 1260, 1267 (2001)) (internal citations and quotation marks omitted). DISCUSSION Exceptions Maryland Rule 19-728(b) provides, in pertinent part, that “each party may file (1) exceptions to the findings and conclusions of the hearing judge, (2) recommendations concerning the appropriate disposition under Rule 19-740 (c), and (3) a statement of costs to which the party may be entitled under Rule 19-709.” We first address Respondent’s exceptions to the findings of fact. 19 Exceptions to Findings of Fact Exception One First, Respondent excepts to the hearing judge’s finding that Catonsville Eye executed an addendum extending its lease to December 31, 2017.

Respondent maintains that “[n]o court has ever found that the lease addendum, by its terms, extended the lease to December 31, 2017.” Respondent claims that while “[t]he parties to it may have treated the addendum as having extended the lease,” his review revealed that the “only logical inference” for the expiration of the lease was sometime “in the third quarter of 2017, like August/September 2017.” We disagree. The hearing judge’s finding was supported by the exhibits submitted and testimony. Att’y Grievance Comm’n v. McDonald, 437 Md. 1, 16 , 85 A.3d 117, 125 (2014) (citation omitted); see also Md. Rule 19-740(b)(2)(B) (“The Court shall give due regard to the opportunity of the hearing judge to assess the credibility of witnesses.”). In Catonsville Eye’s complaint, they alleged that Respondent committed malpractice by advising Catonsville Eye that their Rolling Road landlord had “ZERO basis” for claiming that the lease ended in December 2017.

To the contrary, Catonsville Eye alleged that “[n]ot only did the landlord have a basis for a claim that the lease term was extending to December 31, 2017, but more than likely would have prevailed in such a lawsuit.” At the April 27 hearing, Dr. Gray testified that, by the terms of the Rolling Road lease and amendment, the lease expired in “December of 2017.” Therefore, we conclude that the hearing judge’s finding was supported by clear and convincing evidence. 20 Exception Two Second, Respondent excepts to the hearing judge’s finding that Drs. Gray and Fine were unaware of Respondent’s interest in MAH Mountain; rather, Respondent maintains that the parties’ communications illustrate an “express acknowledgement of Respondent’s interest in MAH Mountain.” Respondent examples several email exchanges between the parties, highlighting language (e.g., “[o]ur practice[,]” “we[,]” and “your building”) that Respondent believes reflects “actual knowledge” on behalf of Catonsville Eye of Respondent’s interest in MAH Mountain. Respondent also testified that he previously discussed “MAH Mountain and . . . who was involved[]” with Dr. Gray. The hearing judge concluded that Respondent failed to advise Catonsville Eye that he had an ownership interest in MAH Mountain at any time prior to the execution to the April 4 Lease.

There is no evidence in the record to support Respondent’s assertion that Drs. Gray and Fine expressly knew of Respondent’s interest in MAH Mountain. In fact, Dr. Gray testified to the contrary: Q. And were you aware at the time of the meeting that Ali Kalarestaghi was an attorney? A. I think he introduced himself as his father’s attorney.

Q. Okay. And were you aware that Ali Kalarestaghi represented MAH Mountain or did you think it was his father personally that he represented? A. I thought it was his father who he represented. The evidence advanced by Respondent does not suggest, and we do not accept, that Drs.

Gray and Fine had actual knowledge of Respondent’s interest in MAH Mountain. We, therefore, overrule this exception. 21 Exception Three Third, Respondent excepts to the finding that Catonsville Eye provided Respondent a copy of their existing lease after the first meeting “to see if they could break their lease.” Rather, Respondent argues that Catonsville Eye advised him before their initial meeting that Catonsville Eye’s existing lease expired in September. At the April 27 hearing, Dr. Gray testified to the events at the first Panera Bread meeting: A. Well, [Dr. Fine and I] were adamant about the fact that we were not in a financial condition to pay rent at two locations at the same time. And so that we could not afford to enter into it under those terms.

And that was the primary event. Q. Did you advise the Kalarestaghis of the day that you believe that your earlier lease – A. We told them we were obligated through December of 2017. Q. Okay. And do you recall what their reaction was to that?

A. They said they would look into that, that they would look into that date at that time. They offered us -- again, if I remember right, a reduction in rent if there was an overlap. They were looking for ways to make concessions. *** Q. Okay. And why did [Respondent] review these documents?

A. It was said that his father was offering up [Respondent’s] Legal Services for up to five thousand dollars to evaluate the Rolling Road lease for the purpose of seeing if it had an early termination. Q. Okay. When you say it was said, who said that to you, if you recall? A. I believe [Respondent] said it.

Q. Do you recall when [Respondent] said that? 22 A. Within a day or two of that meeting, if not -- I think within a day or two of that meeting. The first Panera Bread meeting occurred on December 6, 2016. Respondent emailed Drs. Fine and Gray his “legal advice” regarding Catonsville Eye’s current lease and addendum on December 17.

The hearing judge evaluated the evidence and weighed Dr. Gray’s testimony. “The hearing judge is in the best position to make these types of credibility evaluations and we cannot find that the hearing judge was clearly erroneous.” Att’y Grievance Comm’n v. Maldonado, 463 Md. 11, 36 , 203 A.3d 841, 855 (2019) (citations omitted). We, therefore, will not overrule the hearing judge’s finding. Exception Four Respondent next excepts to the finding that he offered to review the Rolling Road Lease and “determine whether Catonsville Eye could terminate the lease” in exchange for $5,000. Respondent asserts that he never offered his legal services in exchange for money, and that the $5,000 “had nothing to do with the review of the Rolling Road lease.” The record demonstrates otherwise.

On December 19, 2016, Respondent emailed Drs. Gray and Fine, offering, amongst other things, “[u]p to $5,000 in free legal services through my office to negotiate a settlement with the landlord, or defend a suit by the Rolling Road landlord.” On January 10, 2017, Respondent reconfirmed that “I have a provision in the lease confirming that my office will provide up to $5,000 in legal services to terminate your existing lease.” The Rent Commencement Date clause in the January 10 Draft also included this exchange: The Landlord, at Landlord’s expense, will engage the services of Law Offices of Ali K., LLC . . . to represent the Tenant with respect to the 23 termination of Tenant’s existing lease on Rolling Road. Landlord will pay up to $5,000.00 in legal fees towards Tenant’s termination of their existing lease at Rolling Road. (Emphasis added).

Dr. Gray further testified that, after the first Panera Bread meeting, Respondent’s father “offer[ed] up [Respondent’s] Legal Services for up to five thousand dollars to evaluate the Rolling Road lease for the purpose of seeing if it had an early termination.” Dr. Gray understood this to mean that Respondent “was representing [Catonsville Eye] with regard to [their] Rolling Road location and lease.” The hearing judge’s finding regarding Respondent’s exchange of services for $5,000 was well supported by the record. Accordingly, we overrule the exception. Exception Five Fifth, Respondent excepts to the hearing judge’s finding that “Respondent understood that he was offering legal advice and legal representation to Catonsville Eye to resolve those issues. Both parties understood that Respondent would be the attorney handling the negotiations.” Respondent maintains there is “no testimony or documentary evidence supporting such findings.” We disagree.

The Rent Commencement Date clause in the January 10 Draft stated that “[t]he Landlord . . . will engage the services of [Respondent] . . . to represent the Tenant with respect to the termination of Tenant’s existing lease on Rolling Road.” (Emphasis added). The March 24 Lease similarly included the provision that Respondent “would provide representation for Catonsville Eye on the early termination issue[.]” (Emphasis added). As the hearing judge noted, the emails between Respondent and Catonsville Eye, wherein the parties discussed strategy, support the conclusion that 24 Respondent understood he represented Catonsville Eye in the Rolling Road lease termination negotiations. This finding is supported by material evidence in the record.

Thus, Respondent’s exception is overruled. Exception Six Sixth, Respondent excepts to the finding that Dr. Gray paid Respondent $1,000 to review the Rolling Road lease. Respondent claims the $1,000 was for “MAH [Mountain] to prepare a proposed lease.” At the April 27 hearing, Dr. Gray testified that he “had paid a thousand dollars up front for reading the lease. I had four months security deposit and first month lease less the thousand dollars.” (Emphasis added).

Respondent provided Catonsville Eye with his “legal advice” regarding the Rolling Road lease on December 17, 2016. Less than a week later, Catonsville Eye provided Respondent—not MAH Mountain—with a check for $1,000. Respondent provided Catonsville Eye the first draft lease on January 10, 2017. There is material evidence to support a finding that Catonsville Eye wrote Respondent a $1,000 check to review the Rolling Road lease, which was later credited towards their security deposit for the Baltimore National Pike Property lease.

We, therefore, overrule this exception. Exception Seven Respondent further excepts to the finding that Catonsville Eye signed the Baltimore National Pike Property lease because: (1) Respondent made “repeated assurances” that MAH Mountain would “waive or reduce rent during the time that Catonsville Eye owed rent to” the Rolling Road landlord and (2) Respondent advised that the Rolling Road lease ended in August or September 2017. Respondent claims he “made no such assurances.” 25 Instead, Respondent notes that Catonsville Eye “did not execute and agree” to those “previous offers[,]” but “agreed to lease for a completely different unit with . . . significantly different material terms.” As to the latter, Respondent maintains he told Catonsville Eye “an early termination was not certain and Dr. Gray . . . understood . . . it required negotiations.” Respondent uses various email communications to illustrate his contention, such as the December 19 email, wherein Respondent stated, “I do believe that we could negotiate a settlement with the landlord[,]” and the December 20 email, wherein Respondent stated that “[w]e are rolling the dice and betting on the fact that we can get a settlement negotiated with the landlord.” The hearing judge reviewed the evidence and testimony and found that Catonsville Eye signed the Baltimore National Pike Property lease in reliance on Respondent’s assertion. Respondent emailed Catonsville Eye on December 17 that its “Landlord has ZERO basis for claiming that [their] lease ends December 31, 2017.” Dr. Gray relied upon Respondent’s legal opinion, testifying that he understood that to mean Respondent was “a hundred percent sure that we didn’t have an extension past August.” On December 20, Respondent emailed Catonsville Eye that his father was “willing to waive rent as long as you have an out of pocket rental obligation, assuming you give me free rein and your full cooperation in using every possible argument to disturb and disrupt the landlord . . . to release you from your lease.” The testimony and exhibits support the hearing judge’s finding.

We, therefore, cannot say the finding was clearly erroneous. 26 Exception Eight Eighth, Respondent excepts to the hearing judge’s finding that the March 24 Lease “did not contain an agreed-upon provision providing for the addition of a bathroom to the premises.” Respondent argues this finding was “based solely on Respondent’s speculation at trial[.]” The hearing judge found Respondent’s testimony to be credible on this issue. The record does not contain evidence contradicting Respondent’s own testimony. See Att’y Grievance Comm’n v. Miller, 467 Md. 176, 197 , 223 A.3d 976, 988 (2020). As such, the hearing judge correctly found that the March 24 Lease did not contain the provision providing for the addition of a bathroom.

See Att’y Grievance Comm’n v. Kane, 465 Md. 667 , 706–07, 215 A.3d 242 , 265 (2019). We, therefore, overrule this exception. Exception Nine Respondent next excepts to the hearing judge’s finding that the March 24 Lease had a start date of April 1, 2017, and that Respondent updated the lease. Instead, Respondent claims the March 24 Lease had a commencement date “of no later than August 1, 2017[,] based upon conditions of rent abatement[,]” and the April 4 Lease had a rent commencement date of May 1, 2017.

As to the latter, we agree. The April 4 Lease had a commencement date of May 1, 2017. However, we disagree as to the commencement date of the March 24 Lease. While the March 24 Lease contained a contingency based on the Rolling Road lease termination, the lease defines the commencement date as April 1, 2017.

Dr. Gray also testified that the commencement date for the March 24 Lease was April 1, 2017. Respondent’s own testimony also confirms the hearing judge’s findings: 27 Q. I believe you also testified . . . that the previous lease, at least the March 24 version . . . didn’t have a rent commencement date of May 1st, 2017, is that correct? A. I don’t remember what the March 24th rent commencement date was. Q. All right.

So let’s go to the previous exhibit, Exhibit Number 4 [the March 24 Lease]. And I guess it would be Page 21. A. Uh-hum. Q. All right.

That was the commencement date of April 1st, 2017? A. Correct. Q. And then turning back to page 49, the commencement date on [the April 4 Lease] has been changed to May 1st, 2017? A. Yes, because as of the time of this draft, the commencement date was no longer possible because April 1st had passed three days ago.

(Emphasis added). Based upon the testimony and facts described above, the hearing judge’s finding is supported by clear and convincing evidence. Therefore, Respondent’s exception is overruled. Exception Ten Tenth, Respondent excepts to the hearing judge’s finding that the April 4 Lease differed from the March 24 Lease in three “significant” ways: (1) removal of the Rent Commencement Date clause providing for $5,000 in legal services and potential “free rent” contingent on the Rolling Road lease, (2) the changed commencement date from April 1, 2017, to May 1, 2017, and (3) the addition of a “Restroom” clause providing Catonsville Eye the option to request MAH Mountain build a bathroom in unit for $5,000.

Respondent asserts that the April 4 Lease and the March 24 Lease differed in two additional respects: 28 (4) an entirely “different space—the preferable end unit, not the middle unit[]” and (5) “greater options of lease renewal[.]” The hearing judge noted, per Respondent’s December 6, 2016, email, that the parties originally negotiated for the middle unit, also known as “Space B” or “Unit 102[,]” of the Baltimore National Pike Property. The hearing judge also considered the unit’s desirability, stating that “[t]he March 24 lease, like the January 10 draft, was for the middle space, a less desirable space[.]” The hearing judge identified that the March 24 Lease and the April 4 Lease “erroneously identif[ied] ‘suite 102,’ a middle unit, as the unit to be occupied by Catonsville Eye, but at some point during the negotiations it was agreed that Catonsville Eye would occupy the end unit.” It is clear that the hearing judge was aware of the unit change in the lease. This Court defers to the hearing judge to determine what constituted a “significant” change in the leases. Kane, 465 Md. at 679 n.6, 215 A.3d at 249 n.6 (citation omitted) (providing the hearing judge “significant deference in . . . picking and choosing from the evidence presented and the inferences to be drawn from that evidence”); Att’y Grievance Comm’n v. Singh, 464 Md. 645 , 662 n.15, 212 A.3d 888 , 899 n.15 (2019) (citation omitted).

We, therefore, will not overrule the hearing judge’s finding that the April 4 Lease “significant[ly]” differed from the March 24 Lease in three ways. Accordingly, we overrule Respondent’s exception. Exception Eleven Next, Respondent excepts to the finding that there was no indication that Dr. Gray “was willing to pay substantially more rent . . . in exchange for leasing an end space.” Respondent argues that Dr. Gray “pa[id] the exact same amount in rent for the end space[]” 29 as he would have for the middle space. We find no merit in Respondent’s claim.

The hearing judge did not find that the April 4 Lease rent price increased. Dr. Gray testified to this finding: Q. And do you recall expressing any preference to the Kalarestaghis about which of those two units, the end unit or the middle unit, you would prefer to occupy? A. I don’t remember if it was at that time, but at some point I said it was agreed to that the end unit had more visibility, but for me, the benefit to the mid-unit was it had a bathroom and as long as I had signage on both walls I was okay with either one. Q. As you are discussing it in 2016, would you have been willing to pay substantially more rent to occupy the end unit versus the middle unit?

A. No. (Emphasis added). We have no reason to regard this finding as clearly erroneous based on our review of the record. We, therefore, overrule Respondent’s exception. Exception Twelve Twelfth, Respondent excepts to the hearing judge’s finding that Dr. Gray was not prepared to sign the April 4 Lease because “there were no negotiations however he was willing to pay MAH Mountain $4,500 out of friendship, without signing anything.” Instead, Respondent alleges that “Dr. Gray intended on April 4 to go and sign a lease and present a check.” We disagree.

While Dr. Gray alleged in his complaint to Petitioner that he “intended on April 4 to go and sign a lease and present a check[,]” he also testified as follows: Q. Did you go to [Mehdi’s] office that day intending to sign a lease? A. No. 30 Q. Why not? A. Because it hadn’t been reviewed. Q. Hadn’t been reviewed?

A. By an attorney. Q. Okay. And what changed your mind? A. [Mehdi] and I had a friendship and he was desperate and promised me over and over again he would not cheat me, he would make any changes that needed to be made and that he needed it.

He needed it so badly because he was in -- he just needed it. And I was uncomfortable with it. I expressed my discomfort with it. He continued pleading with me to do it.

Even when [Respondent] showed up with the leases, I made point of letting -- saying it again, to which [Respondent] responded that I’m willing to make any and all changes my father tells me to make. *** Q. And why was it that with all [your business] experience you signed a lease without having an attorney review it? A. We were friends and I thought him to be honorable. (Emphasis added). The court recognized the conflicting testimony and questioned “the credibility of Dr. Gray’s testimony, that he was coerced into signing the lease without being allowed to read it.” The hearing judge noted Dr. Gray’s business experience with “numerous leases[]” and that he had an attorney.

However, “[a]fter considering all of the testimony and reviewing the emails and leases, the [c]ourt [found] Dr. Gray’s testimony . . . to be more credible.” In deference to the hearing judge, we determine that this finding was supported by clear and convincing evidence and, therefore, overrule this exception.7 7 The dissent asserts that we “relax[] the clear and convincing standard by sustaining (continued . . .) 31 Exception Thirteen Respondent further excepts to the finding that an attorney-client relationship existed between Catonsville Eye and Respondent. Respondent relies on three emails to support the conclusion that “Dr. Gray could not have reasonably believed that the Respondent represented Catonsville Eye with regard to the Rolling Road lease.” The December 17 and (. . . continued) the hearing judge’s findings so long as there was some testimony from Dr. Gray that could be interpreted as supporting the findings.” Att’y Grievance Comm’n v. Kalarestaghi, No. 48 Sept. Term, 2021, slip op. at 9 (Gould, J., concurring in part and dissenting in part). “[T]o satisfy this exacting standard,” the dissent observes, “the testimony must be capable of being found credible ‘when considered in connection with all the facts and circumstances in evidence.’” Id. (quoting Att’y Grievance Comm’n v. Mooney, 359 Md. 56, 79 , 753 A.2d 17, 29 (2000)). As this Court has stated on countless occasions, “[w]e accept the hearing judge’s findings of fact unless they are clearly erroneous, and we defer to the hearing judge’s assessment of the witnesses’ credibility.” Att’y Grievance Comm’n v. Sperling, 459 Md. 194, 233 , 185 A.3d 76, 98 (2018) (citing Att’y Grievance Comm’n v. Ugwuonye, 405 Md. 351, 368 , 952 A.2d 226, 236 (2008)). “We do so because ‘[t]he hearing judge is in the best position to evaluate the credibility of the witnesses and to decide which one to believe and, as we have said, to pick and choose which evidence to rely upon.’” Johnson, 472 Md. at 527 , 247 A.3d at 789 (quoting Att’y Grievance Comm’n v. Hodes, 441 Md. 136, 181 , 105 A.3d 533, 560 (2014)). “Indeed, [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. Smith-Scott, 469 Md. 281, 333 , 230 A.3d 30, 60 (2020) (internal quotation marks and citation omitted). “This Court will not disturb the hearing judge’s findings where there is any competent evidence to support the finding of fact.” Att’y Grievance Comm’n v. Moawad, 475 Md. 424, 458 , 257 A.3d 611, 631 (2021) (citation omitted); McDonald, 437 Md. at 16 , 85 A.3d at 125 (“A hearing judge’s factual finding is not clearly erroneous [i]f there is any competent material evidence to support [it].” (internal quotation marks and citation omitted)).

Again, we find no clear error here or “misplaced deference to the hearing judge.” Kalarestaghi, slip op. at 10 (Gould, J., concurring in part and dissenting in part). The hearing judge, after considering the testimony and reviewing the record, found Dr. Gray to be credible. This determination was not “too grave of an inferential step[.]” Att’y Grievance Comm’n v. Ucheomumu, 450 Md. 675, 696 , 150 A.3d 825, 837 (2016). The hearing judge’s credibility determinations are within her discretion; accordingly, we overrule Respondent’s exception. 32 December 21 emails, Respondent claims, reveal that he merely “offered his opinion and proposal as to how Catonsville Eye might negotiate with its landlord an early exit from its current space[.]” Despite knowing that negotiations with their Rolling Road landlord would be necessary, Respondent maintains that Drs.

Gray and Fine “did nothing”—they “did not execute agreements with MAH [Mountain] to pursue the effort . . . [nor] retain[ed] Respondent to do so.” Respondent further excepts to the finding that he “would have continued to represent [Catonsville Eye] in the future, on that issue, as specified in the Rent Commencement Date clause” as speculative and “contrary” to the language in the April 4 Lease. We disagree. During Dr. Gray’s testimony, he indicated several times that he believed Respondent represented them with regard to the Rolling Road lease and would continue to do so throughout lease negotiations. The hearing judge, “[a]fter considering all of the testimony and reviewing the emails and leases,” credited Dr. Gray’s testimony.

Accordingly, we overrule Respondent’s exception. Exception Fourteen Respondent also excepts to the hearing judge’s finding that his emails reflect that he engaged in numerous “detailed strategy discussions with Drs. Fine and Gray about the methods he would use to achieve an early termination of the Rolling Road Lease.” Respondent maintains these emails were not “detailed strategy discussions[;]” rather, they “offered his opinion . . . as to how Catonsville Eye might negotiate . . . an early exit[.]” Respondent is correct that the record contains emails from him to Catonsville Eye, concerning termination of the Rolling Road lease. Nevertheless, the record also supports the hearing judge’s description of those emails as “strategy discussions.” For example, in 33 the December 17 email, Respondent states that “[t]he best way to address this would be for us to send a letter to the Landlord putting them on the defensive and offering a compromise or settlement[.]” (Emphasis added).

We, therefore, overrule this exception. Exception Fifteen Respondent next excepts to the hearing judge’s finding that he never terminated his representation of Catonsville Eye because he “never represented Catonsville Eye.” Respondent argues Catonsville Eye did not “manifest an intent that the Respondent provide [them] legal services.” We are unconvinced. As previously discussed, there was clear and convincing evidence to support the hearing judge’s finding that Catonsville Eye reasonably believed that Respondent represented them. The hearing judge’s credibility determinations are within her discretion and, accordingly, we overrule Respondent’s exception.

Hodes, 441 Md. at 182 , 105 A.3d at 560 . Exception Sixteen Finally, Respondent excepts to the hearing judge’s finding that, during the District Court proceeding, the court recognized that the circumstances raised a conflict-of-interest issue, leading the District Court to postpone trial “to allow MAH Mountain to obtain substitute counsel and avoid the possibility of [a conflict] occurring.” Respondent asserts this “incomplete reference . . . was not before the [h]earing [j]udge for its truth or for fact finding purpose[s]” and “should be stricken as exceeding the scope[.]” Specifically, Respondent argues that Petitioner’s Exhibits 11 through 17 were narrowly admitted to support witnesses’ testimony and “not for the truth of any of the factual findings[.]” However, Respondent fails to recognize that, in making this finding, the hearing judge 34 relied upon Exhibits 8 through 10—not Exhibits 11 through 17—to provide procedural background. Accordingly, we overrule Respondent’s exception. Conclusions of Law Having concluded that the hearing judge’s findings of fact were not clearly erroneous, we now turn to address the hearing judge’s sustained violations.

The hearing judge concluded that Respondent violated MARPC 19-301.4(a)(1) and (b), 19-301.7, 19- 301.8(a), 19-301.9(a), 19-301.16(a)(1), and 19-308.4(a), (c) and (d). Respondent excepts to all the hearing judge’s conclusions of law. Based on our independent review of the record, we uphold the hearing judge’s legal conclusions, except for the 19-308.4(c) violation. MARPC 19-301.4.

Communication (1.4) MARPC 19-301.4 provides in relevant part: (a) An attorney shall: (1) promptly inform the client of any decision or circumstance with respect to which the client’s informed consent . . . is required by these Rules; *** (b) An attorney shall explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the representation. A lawyer violates MARPC 19-301.4 “when the attorney fails to communicate crucial information about the status of the case [to the client].” Att’y Grievance Comm’n v. White, 480 Md. 319, 370 , 280 A.3d 722, 751 (2022) (alteration in original) (internal quotation marks and citations omitted). MARPC 19-301.4(b) “requires an attorney to communicate with a client to the extent reasonably necessary to permit the client to make 35 informed decisions.” Att’y Grievance Comm’n v. Framm, 449 Md. 620, 650 , 144 A.3d 827, 845 (2016) (internal quotations omitted). The hearing judge concluded that Respondent violated MARPC 19-301.4(a)(1) and (b) by failing to communicate and explain to Catonsville Eye his conflict of interest in concurrently representing Catonsville Eye for the termination of their Rolling Road lease and MAH Mountain for the negotiation of the Baltimore National Pike Property lease.

While Respondent advised Drs. Fine and Gray that he could not review the Baltimore National Pike Property lease with them, the hearing judge recognized that Respondent “drafted all versions of the lease.” As previously discussed, the hearing judge noted that Respondent failed to inform Catonsville Eye that he had a thirty-percent ownership interest in MAH Mountain prior to the execution of the April 4 Lease. Ultimately, the hearing judge determined that, because Respondent failed to “disclose the conflicts, or potential for conflict, or explain the effects that the conflict could have on his representation, Drs. Fine and Gray could not[:]” (1) consent to Respondent’s continued representation of Catonsville Eye or (2) “make informed decisions about whether to allow the Respondent to pursue early termination of their Rolling Road lease on their behalf while they were entering into a new lease agreement with MAH Mountain.” Respondent excepts to this conclusion by stating that Petitioner failed to establish the violation by clear and convincing evidence.

Clear and convincing evidence supports the hearing judge’s conclusion that Respondent violated MARPC 19-301.4(a)(1) and (b). The hearing judge noted that Respondent did not explain the existence or appearance of a conflict of interest between Catonsville Eye or MAH Mountain. The hearing judge concluded that Respondent’s 36 failure to adequately explain the conflict deprived Catonsville Eye of the ability to make informed decisions. See Framm, 449 Md. at 649 , 144 A.3d at 844 .

By failing to inform Drs. Gray and Fine of a potential conflict, Respondent violated MARPC 19-301.4(a)(1) and (b). See Att’y Grievance Comm’n v. Olszewski, 441 Md. 248, 267 , 107 A.3d 1159, 1169 (2015) (“We agree with the hearing judge that Respondent clearly violated [MARPC 19-301.4](a)(1) by failing to explain the potential conflict of interest when he undertook joint representation[.]”). Other than one conclusory sentence, Respondent offers no basis for asserting that this conclusion was not proven by clear and convincing evidence.

We, therefore, sustain the hearing judge’s conclusion. MARPC 19-301.7. Conflict of Interest – General Rule (1.7) MARPC 19-301.7 provides: (a) Except as provided in section (b) . . . an attorney shall not represent a client if the representation involves a conflict of interest. A conflict of interest exists if: (1) the representation of one client will be directly adverse to another client; or (2) there is a significant risk that the representation of one or more clients will be materially limited by the attorney’s responsibilities to another client, a former client or a third person or by a personal interest of the attorney.

(b) Notwithstanding the existence of a conflict of interest under section (a) . . . an attorney may represent a client if: (1) the attorney reasonably believes that the attorney will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; 37 (3) the representation does not involve the assertion of a claim by one client against another client represented by the attorney in the same litigation or other proceeding before a tribunal; and (4) each affected client gives informed consent, confirmed in writing. The hearing judge determined that Respondent violated MARPC 19-301.7 by concurrently representing Catonsville Eye in the termination of their Rolling Road lease and in the negotiation of the Baltimore National Pike Property lease with MAH Mountain. According to the hearing judge, this representation “created a significant risk that the representation of one client would be materially limited by his responsibilities to another client.” In fact, the hearing judge found that Respondent’s concurrent representation put the parties “in direct conflict with each other[.]” Respondent, as a partial owner in MAH Mountain, had a “personal interest” in the outcome of the lease negotiations. Therefore, Respondent’s “‘loyalties were divided’” between MAH Mountain and Catonsville Eye in violation of MARPC 19-301.7(a)(2).

As evidenced by Respondent’s emails, the hearing judge noted that he was clearly “aware of the potential for a conflict of interest,” yet Respondent “failed to obtain Catonsville Eye’s informed consent in writing as required by [MARPC 19-301.7](b).” Respondent excepts to the hearing judge’s conclusion, maintaining that he did not “violate conflict of interest rules” because “Catonsville Eye was a prospective client who never formed an attorney-client relationship with Respondent[.]” Respondent further alleges that Petitioner failed to identify: “(1) how Respondent’s representation . . . was directly adverse . . . , (2) what was the significant risk,” and (3) how the representation of one client was materially limited by his representation to the other. To Respondent, the 38 representation could not be considered “adverse” because Catonsville Eye and MAH Mountain had the same goal—to sign a lease for the Baltimore National Pike Property. For the reasons set forth below, we overrule Respondent’s exception. This Court has previously explained that: An attorney-client relationship is formed when: (1) a person manifests to a