IMO James J. Woods, Jr., Esquire

]N THE SUPREME COURT OF THE STATE OF DELAWARE
IN THE MATTER OF A MEMBER §
OF THE BAR OF THE SUPREME § No. 253, 2016
COURT OF THE STATE OF
DELAWARE: Board on Prof. Responsibility
Case No. 112456-B
JAlVIES J. WOODS, JR.,
QO'JOO’JCO'.>OOOC»O'>OO'J
Respondent.
Subrnitted: July 13, 2016
Decided: July 13, 2016
Before STRINE, Chief Justice; HOLLAND, and VAL]]IURA, Justices.
Upon Review of the Report of the Board on Professional Responsibility, PUBLIC
REPRIMAND AND PROBATION.
Matthew F. Boyer, Esquire, Connol1y Gallagher LLP, Wi]mington, Delaware,
Attorney for Respondent.
Jennifer-Kate Aaronson, Esquire, Patricia Bartley SchWartz, Esquire, Wilmington,
Delaware, Attorneys for the Off1ce of Disciplina.ry Counsel.
PER CURIA]\I:
On October 7, 20l5, this Court suspended the Respondent, J ames J. Woods,
Jr. ("Respondent"), from the practice of law, pending the disposition of disciplinary
proceedings before the Board on Professional Responsibility ("Board"). The Board
has filed a Report on this matter pursuant to Rule 9(d) of the Delaware Lawyers’
Rules of Disciplinary Procedure. The Board recommends that Respondent be
publicly reprimanded, reinstated to practice law, and placed on probation for three
years with conditions. The Office of Disciplinary Counsel ("ODC") filed one
objection to the Report. ODC does not object to the reinstatement and sanctions
recommended by the Board, but does challenge the Board’s determination that ODC
did not prove one of the alleged ethical violations asserted in the Petition for
Discipline. Respondent, through counsel, filed no obj ections.
We have concluded that ODC’s objection is meritorious. We have also
determined that, even with that additional violation, reinstatement and the same
sanctions recommended by the Board are appropriate.
Petition for Discipline
The Petition alleged five counts of professional misconduct.
Count I: Delaware Lawyers ’ Rules of Disciplinary Procedure 7(c)
ODC alleged that Respondent committed professional misconduct by
violating Delaware Lawyers’ Rules of Disciplinary Procedure Rule 7(c), which
states that it shall be grounds for discipline for a lawyer to "[v]iolate the terms of
After a presentation of an investigative report by ODC, on July 11, 2013,
the Pre1irninary Review Committee determined that probable cause supported a Petition
for Discipline against Respondent for violations of Rules 1.15(d), 8.4(c) and 8.4(d) and
offered Respondent the sanction of a two-year private probation with conditions.° One of
the conditions was that Respondent "shall file with your 2013 and 2014 Certificates of
Compliance a pre-certification of your books and records by a licensed certified public
accountant reporting the status of the frrm’s compliance, or lack thereof, with the
recordkeeping requirements of Rule 1.15 and Rule l.15A." Respondent signed a
certificate of consent that stated in part "I hereby consent to the imposition of a two-year
private probation and accept the conditions attached to the private probation as
described above."l°
In connection with his Certiiicate of Compliance due February 28, 2014,
Respondent asked a title insurance company with which he did business if it had an
accountant who could provide the pre-certification, and understood that it did.“ Shortly
before the pre-certification was due, however, Respondent learned that the title insurance
company’s accountants would not be able to examine his firm’s books and records.lz
ODC granted Respondent an extension to March 10, 2014 to file a pre-certification by a
certified public accountant.“ After further correspondence with ODC, on April 4,
Respondent submitted a letter from a Quality Control Representative of the title insurance
9 Joint Exhibit 4.
1° Joint Exhibit 4.
11 Joint Exhibit 18 (Aff``ldavit 1 3).
12
13 Joint Exhibit 8.
company.“ The letter did not certify that Respondent’s firm’s books had been maintained
in compliance with Rule l.l5 and was not from a licensed certified public accountant.l§
On the same day, ODC advised Respondent that the letter did not comply with the
conditions of the private probation and directed an audit by Master Sidlow.“ Respondent
did not engage a CPA to conduct an audit of his books and records because he believed
Master Sidlow would conduct the audit."
On December 15, 2014, Master Sidlow notified Respondent that it would
audit Respondent’s books and records for 2013.18 (The record does not explain why the
Master Sidlow audit that ODC requested in April did not begin until December.) On
April 8, 2015, Master Sidlow submitted a report dated March l7, 20l5, of an audit of
Respondent’s frrrn’s books and records for the year 2013. The audit report identified
several deficiencies including 41 checks outstanding for longer than six months.l°
Respondent filed his 2015 Certificate of Compliance with the Delaware
Supreme Court on March l, 2015. lt did not include a pre-certification by a licensed
certified public accountant.z° Respondent testified that when he was contacted by Master
Sidlow around Thanksgiving, 2014, to schedule an audit for January 2015, he
erroneously concluded that Master Sidlow would audit his lirm’s books and records for
14 joint Exhibit 8.
15 Petition 11 12; Answer 11 12.
" Joint Exhibit 8.
17 Transcript 63-64.
13 Petition 11 l4; Answer 11 14.
19 Petition 1[ l6; Joint Exhibit 3.
2° Petition 1[ 19; Answer 1[ l9.
2014, and believed that that would perrnit him to satisfy the condition of his private
probation.zl Respondent further testified that he asked Master Sidlow to audit his iirm’s
2014 books and records and learned in February 2015 that it could not, by which point it
was too late to have a licensed CPA provide the pre-certification before its due date.zz
On April l5, 2015, ODC advised Respondent that LFCP had reported that
Respondent’s firm did not maintain its financial books and records in compliance with
Rule l.l5 for the year 20l3, and advised Respondent that ODC had opened a new file
and that it was ODC’s position that Respondent had failed to comply with the conditions
of his private probation and had again violated Rule l.l5.23 On May 29, 2015, ODC
wrote to Respondent advising that a formal investigation would proceed, and requesting
that Respondent bring his iirm’s books and records into compliance with Rule l.l5 and
submit a report &om a certified public accountant approved by LCFP on or before
September l, 2015.24 In July 2015, Respondent engaged an independent accounting f1rm,
Be1f``mt Lyons & Shuman ("Belfmt Lyons").zs On September 1, 2015, Respondent
advised ODC that a team from Belfint Lyons was working on the matter, but had not
completed their report. Respondent stated "I will send you the pre-certification as soon
as I can, hopefully by the 21st of this month."% On September 3, 2015, ODC advised
Respondent that it intended to present a Petition for Discipline to a Panel of this Board’s
21 Transcript 64-66.
22 Transcript 65-66.
23 Joint Exhibit 22.
24 Joint Exhibit 9.
25 joint EXhibit 18 (Affidavit 1[ 6).
26 Joint Exhibit 10.
Preliminary Review Committee on October 7, 2015.27 On September 23, 2015,
Respondent wrote to ODC stating that he believed his accounts were in order since April
2014, and explaining that he had asked Belfmt Lyons to complete its work as soon as
possible.zs On September 24, 2015, ODC wrote to Respondent requesting that the pre-
certification by a licensed certified public accountant be submitted by September 29,
2015 , and stating that if the pre-certification was not received, ODC would file a Petition
for lnterim Suspension in the Delaware Supreme Court.z°
On October 7, 2015, the Court held a hearing and entered an Order
immediately suspending Respondent from the practice of law pending the disposition of
disciplinary proceedings before the Board.3° The Order recites that it was entered "upon
receipt of sufficient evidence reflecting that [Respondent] has engaged in professional
misconduct demonstrating that he poses a significant threat of substantial harm to the
public and to the orderly administration ofjustice. . .." (Id.) A transcript or other record
of this hearing was not available to the Panel.”
On December 15, 2015 , Belfint Lyons submitted audit reports to the LCFP
for the seven months ended December 31, 2012,32 the year ended December 3l, 2013,33
and the year ended December 31, 2014.34
27 Joint Exhibit 23.
28 joint EXhibit ll.
29 joint Exhibit 12.
3° Joint Exhibit 13.
31 Transcript 162.
32 joint Exhibit l4.
33 Joint Exhibit 15.
At the hearing, Respondent presented affidavits from character witnesses.
Dr. Bruce G. Fay has known Respondent for ten years and been his client in several
matters, and states that Respondent has always handled and allocated funds properly.35
Francis J. Jones, Jr., Esq., the Receiver for Respondent’s practice, testified that he has
known Respondent since 1973 and Respondent has demonstrated dedication to his
clients, a thorough understanding of the law, and a complete lack of dishonesty. Mr.
Jones also favorably described Respondent’s public service.“ Christopher Logullo, Esq.
testified that he has known Respondent for at least ten years and has a high regard for
Respondent’s intellect, sensitivity to client needs, and dedication to the ideals of the
Delaware Bar.
IH. STANDARD OF PROOF
ODC must prove its allegations of professional misconduct by clear and
convincing evidence. Delaware Lawyers’ Rules of Disciplinary Procedure 15(c) & (d).
IV. ANALYSIS
(a) Professional Misconduct
The Petition alleges five counts of professional rnisconduct.
Count I.' Delaware Lawyers ’ Rule of Disciplz'nary Procedure 7(c)
ODC alleges that Respondent committed professional misconduct by
violating Delaware Lawyers’ Rule of Disciplinary Procedure Rule 7(0), which states that
(cont'dj$'om previous page)
34 Joint Exhibit 16.
35 Joint Exhibit 21.
36 Joint Exhibit 19.
it shall be grounds for discipline for a lawyer to "[v]iolate the terms of any private or
public disciplinary or disability disposition." The terms of Respondent’s private
probation (to which he consented) unambiguously required Respondent to provide a pre-
certification by a licensed certified public accountant for his 2014 and 2015 Certificates
of Compliance. Respondent admits that he failed to comply with this condition of his
private probation and states that he "stipulate[s] to the violation of [Rule] 7(c) as alleged
in Count I of the Petition."37 Accordingly, the Panel finds that Respondent violated
Procedural Rule 7(c).
Count II.' Delaware Lawyers ’ Rule of Professz'onal Conduct 1. ]5(a')
ODC alleges that Respondent committed professional misconduct by
violating Rule l.l5(d) by failing to maintain his firm’s books and records properly in
2013.38 Respondent admits that he did not fully comply with the relevant books and
records requirements as alleged in Count 1139 Accordingly, the Panel finds that
Respondent violated Rule 1.l5(d).
Count III: Delaware Lawyers ’ Rule of Professional Conduct 8. 4 (c)
ODC alleges that Respondent committed professional misconduct by
violating Rule 8.4(c) by filing with the Supreme Court Certificates of Compliance in
2014 and 2015 each of which contained misrepresentations to the Court relating to
Respondent’s maintenance of his law office books and records. Respondent testified that
37 joint Exhibit 18 (Affidavit 1[ 8).
33 Petition 1111 l7, 27.
39 Joinr Exhibir 18 (Affldavir 11 12).
he believed at the time that his representations were accurate,4° but admits that his
Certificates of Compliance contained statements that he later learned after discussions
with accountants were not accurate"'l and admits that this violates Rule 8.4(c).
Accordingly, the Panel finds that Respondent violated Rule 8.4(c).
Count IV: Delaware Lawyers ’ Rule of Professz'onal Conduct 8.4(d), Wz'th Respect to
Certzficates of Complz``ance
ODC alleges that the same conduct underlying Count HI (making
misrepresentations in Certificates of Compliance) also establishes a violation of Rule
8.4(d), which provides that it is professional misconduct for a lawyer to "engage in
conduct that is prejudicial to the administration of justice."
Respondent admits the that he filed Certificates of Compliance that
contained inisrepresentations, but contends that those misrepresentations were merely
negligent, and argues that his conduct violating Rule 8.4(c) does not warrant a
"duplicative" finding of a violation of Rule 8.4(d).42
"The [Court] relies upon representations made by attorneys in the
Certificates filed with their annual statements each year in the administration of justice
governing the practice of law in Delaware." In re Wz``lson, 886 A.2d 1279, 2005 WL
3485738 at *9 (Del. 2005) (TABLE). An attomey violates Rule 8.4(d) by filing an
inaccurate certification with the Court with respect compliance with Rule l.l5. Id.
"° Transcript 42 et seq.
‘“ Transcript 49-50, 52-53, 57.
42 Joint Exhibit 18 (Affldavit1l 14).
lO
Accordingly, the Panel finds that Respondent violated Rule 8.4(d) by
filing Certiticates of Complaint with the Supreme Court in 2014 and 2015 that contained
rnisrepresentations.
Count V.' Delaware Lawyers ’ Rule of Professz``onal Conduct 8.4(d), Wz``th Respect to
Violatz``ng Terms of Prz``vate Probation
Finally, ODC alleges that the same conduct underlying Count I (violation
of the terms of a disciplinary disposition) also establishes a violation of Rule 8.4(d),
which provides that it is professional misconduct for a lawyer to "engage in conduct that
is prejudicial to the administration of justice." Respondent admits that he did not comply
with the conditions of his private probation, but argues that this conduct does not warrant
a "duplicative" finding of a violation of Rule 8.4(d) as "conduct prejudicial to the
administration of justice."
ODC contends that Respondent’s failure to comply with the conditions of
his private probation led to substantial efforts by ODC to obtain compliance and
ultimately to Respondent’s interim suspension, which led in tum to the appointment of a
receiver for Respondent’s practice, Francis J. Jones, Jr., Esquire.“ The record
demonstrates that. However, it is not apparent whether or how these things prejudiced
the administration of justice. ODC did not present any evidence that its efforts with
respect to Respondent impaired its ability to perform its function as an arm of the Court,
or otherwise prejudiced the administration of justice. Moreover, Mr. J ones states in his
affidavit that Respondent has assisted in every way requested and cooperated fully,
43 Transcript l4-l5, 106-07, 130-31.
involving a significant amount of time from Respondent, and that he found Respondent’s
case files to be in good order.‘“ ODC did not offer, and the Panel has not identified, any
precedent in which a violation of the terms of a private probation was held also to violate
Rule 8.4(d). The Panel notes that In re Martin, 35 A.3d 419 (Del. 201 l) (TABLE) also
involved a violation of the terms of a private admonition by failing to provide a pre-
certification in connection with a certificate of c0mpliance, and it appears that ODC did
not allege in In re Martin that that conduct also violated Rule 8.4(d).
lt is clear and admitted that Respondent violated the terms of his private
probation. However, the Panel finds that ODC has not proven by clear and convincing
evidence that Respondent’s violation of the terms of his private probation was prejudicial
to the administration of justice, and therefore finds no violation of Rule 8.4(d) on this
count.
(b) Sanction
ODC contends that the appropriate sanction is a public reprimand and a
three-year probation with conditions upon Respondent’s return to practice. ODC
concedes that continued suspension is not warranted so long as appropriate conditions are
imposed during a period of probation.45
Respondent concedes that a public reprimand and probation with
conditions are appropriate and consistent with this Court’s precedent in similar cases.‘“
" Joint Exhibit 19 at 11 4.
45 Transcript 157-58.
"‘ Transcript l48.
12
"The objectives of the lawyer disciplinary system are to protect the public,
to protect the administration of justice, to preserve confidence in the legal profession, and
to deter other lawyers from similar misconduct." In re Bailey, 821 A.2d 85l, 866 (Del.
2003). "[T]he Court looks to the ABA Standards for lrnposing Lawyer Sanctions as a
model for determining the appropriate discipline warranted under the circumstances of
each case." Id.
"Tlie ABA framework consists of four key factors to be considered by the
Court: (a) the ethical duty violated; (b) the lawyer’s mental state; (c) the extent of the
actual or potential injury caused by the lawyer’s rnisconduct; and (d) aggravating and
mitigating factors." Ia'.
(i) Ethical Duty Vi0lated
As discussed above, the Panel fmds by clear and convincing evidence that
Respondent violated Delaware Lawyers’ Rule of Disciplinary Procedure 7(c) and Rules
of Professional Conduct l.l$(d), 8.4(c) and 8.4(d).
(ii) Respondent’s Mental State
ODC contends that Respondent’s mental state is "knowledge."‘" Under
the ABA Standards, "knowledge" is the conscious awareness of the nature or attendant
circumstances of the conduct but without the conscious objective or purpose to
accomplish a particular result. The Panel concludes that with respect to Counts H, III and
IV (that is, those counts based on the sufficiency or insufficiency of Respondent’s firm’s
financial books and records and his statements conceming their sufficiency), ODC has
47 Transcript 133-135.
any private or public disciplinary or disability disposition." The terms of
Respondent’s private probation (to which he consented) unambiguously required
Respondent to provide a pre-certification by a licensed certified public accountant
for his 2014 and 2015 Certificates of Compliance. Respondent admitted that he
failed to comply with this condition of his private probation and stated that he
"stipulate[s] to the violation of [Procedural Rule] 7(c) as alleged in Count I of the
Petition." Accordingly, the Board found that Respondent violated Procedural Rule
7(c).
Count II: Delaware Lawyers ’ Rules of Professz``onal Conduct ]. ]5(d)
ODC alleged that Respondent committed professional misconduct in violation
of Conduct Rule l.l5(d) by failing to properly maintain his firm’s books and records
in 2013. Respondent admitted that he did not fully comply with the relevant books
and records requirements as alleged in Count II. Accordingly, the Board found that
Respondent violated Conduct Rule l.l5(d).
Count III: Delaware Lawyers ’ Rules of Professional Conduct 8.4(c)
ODC alleged that Respondent committed professional misconduct in violation
of Conduct Rule 8.4(c) by filing with the Supreme Court Certificates of Compliance
in 2014 and 2015 , each of which contained misrepresentations to the Court relating
to Respondent’s maintenance of his law office books and records. Respondent
testified that he believed at the time that his representations were accurate, but
not proven by clear and convincing evidence that Respondent had any state of mind more
culpable than negligence, At the hearing, Respondent credibly explained that he believed
at the time that his f1rm’s books and records were compliant. However, ODC has proven
by clear and convincing evidence that Respondent failed to exercise the care that a
reasonable lawyer would exercise in the circumstances and was therefore negligent in the
handling of his firm’s financial books and records.
With respect to Count I (violating the terms of his private probation),
ODC has proven by clear and convincing evidence that Respondent’s state of mind was
"knowledge." Although it may be that the state of mind associated with the behavior by
Respondent that led to his inability to comply with the conditions of his private probation
was merely negligence, certainly Respondent knew when he filed the Certificates of
Compliance that the certificates did not comply with the conditions of his private
probation because they did not include a pre-certification by a licensed CPA.
(iii) Extent of Actual or Potential injury
ODC does not allege and has not proven any actual injury to any client or
member of the public; however, failure to maintain adequate firm books and records can
create the potential for injury. "[A] lawyer’s duty to maintain proper books and records
exists for the purpose of protecting not only the lawyer but the lawyer’s clients, and the
failure to fulfill that duty presents serious risks to the lawyer’s clients, even if no actual
harm results." In re Benson, 774 A.2d 258, 262-63 (Del. 2001); see also In re Baz``ley,
821 A.2d 85l, 866 (Del. 2003).
(iv) Aggravating and Mitigating Factors
ABA Standards Section 9.1 provides that aggravating (Section 9.22) and
mitigating (Section 9.32) circumstances should be considered to increase or decrease the
degree of discipline irnposed. In re Baz'ley, 821 A.2d 851, 866 (Del. 2003).
Respondent’s substantial experience in the practice of law is an
aggravating factor. ln addition, his failure to comply with the terms of his private
probation, to which he consented, and failure to address the bookkeeping and accounting
issues that led to the private probation in the first place, evidence a pattern of misconduct
that is also an aggravating factor. The Panel finds that ODC has not demonstrated that
any other aggravating factor is present.
ln rriitigation, there is no evidence that Respondent acted with a dishonest
or selfish motive. Respondent has also made full and free disclosure to the Panel and
demonstrated a cooperative attitude toward the proceedirigs. Respondent has submitted
favorable and undisputed evidence of character and reputation, which the ODC
concedes."'s Respondent has also demonstrated remorse. The Panel finds that each of
these mitigating factors is present, and counterbalance the aggravating factors.
Under ABA Standard 7.3, a reprimand is generally appropriate when a
lawyer negligently engages in conduct that is a violation of a duty owed as a professional
and causes injury or potential injury to a client, the public, or the legal system.
Moreover, in In re Witherell, 998 A.2d 852 (Del. 2010), the Court imposed a public
reprimand and period of probation even though the respondent was found to have acted
with "knowledge" of failure to maintain financial books and records. A public sanction
serves the purpose of providing notice to the legal community and the public that
43 Transcript 138.
violations with respect to the maintenance of proper financial books and records will be
dealt with appropriately. As both ODC and Respondent agree, a public sanction in this
case is consistent with the Court’s precedent in similar matters. See In re Wz'therell, 998
A.2d 852 (Del. 20lO) (listing cases).
V. CONCLUSION
Upon consideration of the foregoing, the Panel recommends that
Respondent be publicly reprimanded for violation of Delaware Lawyers’ Rule of
Disciplinary Procedure 7(c) and Rules of Professional Conduct l.l5, 8.4(0) and 8.4(d).
The Panel further recommends that Respondent’s interim suspension be lifted
immediately and that Respondent be reinstated to practice with a three-year period of
public probation subject to the following conditions:
(a) Within 60 days after the last day of each of the following periods (the
"Reporting Periods"): (i) the calendar quarter (e.g. , January through Ma.rch) in which
Respondent’s interim suspension is lifted; (ii) each subsequent calendar quarter in the
year in which Respondent’s interim suspension is lifted; (iii) the first six months of the
year following the year in which Respondent’s interim suspension is lifted; (iv) the last
six months of that year; and (iv) the year thereafter,
Respondent shall cause to be filed with ODC either (x) a certificate that he
was not the managing partner of any law firm during the Reporting Period just
concluded; or (y) an affidavit by a licensed certified public accountant in a form
reasonably satisfactory to ODC that his firm’s practice books, records and bank accounts
have been maintained in compliance with Rule l.l5 during the Reporting Period just
concluded.
(b) Respondent will fully cooperate with the performance of any audit of
his law firrn’s practice books and records by an auditor for Lawyers’ Fund for Client
Protection;
(c) Pursuant to Procedural Rule 27, Respondent shall pay ODC’s costs in
this disciplinary matter promptly upon the presentation of a statement of costs by ODC.
Respondent shall also pay the costs of the audits performed by Master Sidlow.
admitted that his Certificates of Compliance contained statements that he later
leamed, after discussions with accountants, were not accurate and admitted that this
violates Conduct Rule 8.4(0). Accordingly, the Board found that Respondent
violated Conduct Rule 8.4(c).
Count IV.' Delaware Lawyers ’ Rules of Professional Conduct 8.4(¢1), With Respect
to Certzficates of Compliance
ODC alleged that the same conduct underlying Count HI (making
misrepresentations in Certificates of Compliance) also establishes a violation of
Conduct Rule 8.4(d), which provides that it is professional misconduct for a lawyer
to "engage in conduct that is prejudicial to the administration of justice."
Respondent admitted that he filed Certificates of Compliance that contained
misrepresentations, but contended that those misrepresentations were merely
negligent, and argued that his conduct violating Conduct Rule 8.4(c) does not
warrant a "duplicative" finding of a violation of Conduct Rule 8.4(d). The Board,
quoting In re Wz'lson,l noted that "the [Court] relies upon representations made by
attorneys in the Certificates filed with their annual statements each year in the
administration of justice governing the practice of law in Delaware."z As such, the
Board found that an attorney violates Conduct Rule 8.4(d) by filing inaccurate
l 2005 WL 3485738 (D€l. NOV. 9, 2005).
2 Id. at *9.
Certiflcates purporting to comply with other Rules of the Court.3 Accordingly, the
Board found that Respondent violated Conduct Rule 8.4(d) by filing Certificates of
Compliance with the Supreme Court in 2014 and 2015 that contained
misrepresentations.
Count V.' Delaware Lawyers ’ Rules of Professz``onal Conduct 8.4(a), Wz'th Respect
to Violatz``ng Terms of Prz``vate Probatz``on
ODC alleged that the same conduct underlying Count l (violation of the terms
of a disciplinary disposition) also establishes a violation of Conduct Rule 8.4(d),
which provides that it is professional misconduct for a lawyer to "engage in conduct
that is prejudicial to the administration of justice." Respondent admitted that he did
not comply with the conditions of his private probation, but argued that this conduct
did not warrant a "duplicative" finding of a violation of Conduct Rule 8.4(d) as
"conduct prejudicial to the administration of justice." The Board’s Report states: "It
is clear and admitted that Respondent violated the terms of his private probation,
However, the Board finds that ODC has not proven by clear and convincing evidence
that Respondent’s violation of the terms of his private probation was prejudicial to
3 Ia'. (approving the Board’s findings of violations of Conduct Rule 1.15A and Conduct Rule 8.4(d)
for alleging compliance with Conduct Rule 1.l5A).
5
the administration of justice, and therefore finds no violation of [Conduct] Rule
8.4(d) on this count."
UDC’S 0bjecti0n
ODC contends that the Board erroneously concluded ODC failed to prove a
violation of Conduct Rule 8.4(d) because there was not "any precedent in which a
violation of the terms of a private probation was held also to violate [Conduct] Rule
8.4(d)." We agree. This Court has held that a lawyer engages in conduct prejudicial
to the administration of j ustice in violation of Conduct Rule 8.4(d) when that lawyer
fails to satisfy a condition of a disciplinary sanction." Respondent’s misconduct is
identical to the misconduct in Irz re Holfeld, in that Respondent failed to comply with
the pre-certification condition in his private probation.5
A private disciplinary sanction has the same force and effect as a formal order
from this Court.6 Failure to comply with the terms of a private disciplinary sanction
violates Procedural Rule 7(c); failure to comply with the terms of a court order
violates Conduct Rule 3.4(c). Holfeld is consistent with this Court’s precedent of
"In re Holfeld, 74 A.3d 605, 607-08 (Del. 2013) (affnming the Board’s fmding that lawyer’s
failure to comply with a pre-certification condition in a private disciplinary sanction was
prejudicial to the administration of justice in violation of Conduct Rule 8.4(d)).
5 Id. at 607-08.
5 See Del. Sup. Ct. R. 33(a)-(c); In re Polz'quin, 49 A.3d 1115, 1139 (Del. 20l2) (noting that the
Court "has exclusive authority and wide latitude in determining disciplinary sanctions over
lawyers.") (internal quotation marks ornitted).
6
finding a lawyer engages in conduct prejudicial to the administration of justice when
that lawyer violates a prior disciplinary order.7
C0nclusi0n
We hold that Respondent violated Conduct Rule 8.4(d) as alleged in Count V
in the Petition for Discipline by clear and convincing evidence. We approve the
Board’s findings of Respondent’s violation of Procedural Rule 7(c), and Conduct
Rules 1.15(d), 8.4(c), and 8.4(d) as alleged in Counts I-IV in the Petition for
Discipline.
We approve the Board’s recommendation that Respondent be publicly
reprimanded for violation of Delaware Lawyers’ Rules of Disciplir1ary Procedure
7(c) and Rules of Professional Conduct 1.15, 8.4(c) and 8.4(d). We approve the
Board’s recommendation that Respondent’s interim suspension be lifted
immediately and that Respondent be reinstated to practice law with a three-year
period of public probation, subject to the conditions set forth in the Board’s Report
attached to this Opinion.
7 See In re Feuerhake, 89 A.3d 1058 (Del. 2014) (knowingly violating suspension order is
prejudicial to the administration of justice); see also In re Davis, 43 A.3d 856 (Del. 2012) (same).
7
BOARD ON PROFESSIONAL RESPONSIBILITY
OF THE SUPREME COURT OF THE STATE OF DELAWARE
IN THE MATTER OF A MEMBER OF THE )
BAR OF TH]E SUPREME COURT OF
DELAWARE: CONFIDENTIAL
Board Case No. 112456-B
JAN[ES J. WOODS, JR.,
§/§/§/\_/§/\_/§/§/
Respondent.
REPORT OF THE BOARD AND RECONHVIENDATION OF SANCTION
This is the Report and Recommendation of the Board on Professiona1
Responsibility of the Supreme Court of the State of Delaware (the "Board") in the above-
captioned matter. A hearing was held on February 23, 2016, in the New Cast1e County
Courthouse, Courtroom 12D, 500 North King Street, Wilmington, Delaware. The Panel
of the Board consisted of Gerald J. Hager, Esq., Barbara Beck and Robert S. Saunders,
Esq. (Chair) (collectively, the "Panel"). The Office of Disciplinary Counsel ("ODC")
was represented by Jennifer-Kate Aaronson, Esq. Respondent was represented by
Matthew L. Boyer, Esq.
I. PROCEDURAL HISTORY
ODC filed a Petition for Discipline with the Board on October 7, 2015 .
Also on October 7, 2015, the Court entered an Order immediately suspending
Respondent from the practice of law pending the disposition of these proceedings.
Respondent filed his Answer on October 27, 2015. A hearing was originally scheduled
for December l0, 2015. However, Respondent requested, and ODC did not oppose, a
continuance to February 23, 2016, which the Panel Chair granted. At the hearing, ODC
presented testimony from Respondent, in addition to Joint Exhibits l-l7, which were
admitted without obj ection. Respondent submitted his own affidavit, which was admitted
without objection as Joint Exhibit l8, and presented his own testirnony. Respondent also
submitted affidavits from Francis J. Jones, Jr., Esquire, Christopher Logullo, Esquire and
Bruce G. Fay, D.M.D., which were admitted without objection as Joint Exhibits 19-21.
At the request of the Panel Chair, on April 29, 20l6, ODC supplemented the record with
two additional pieces of correspondence between the parties, which were admitted
without objection as Joint Exhibits 22 and 23.
H. STATEMENT OF FACTS
Respondent was admitted to the bar of the Supreme Court of the State of
Delaware in December 1981 .1 Respondent practiced with a maj or Delaware firm until
the end of 2004, at which point he started him own firm.z At all times relevant to the
Petition, Respondent practiced as a sole practitioner.3 Respondent’s practice consisted
principally of real estate transactions and personal injury litigation
In June 20l2, the Lawyers’ Fund for Client Protection ("LFCP")
conducted a compliance audit of Respondent’s f1rm’s books and records for the six
month period ending May 2012 (the "20l2 Audit Report"). The 2012 Audit Report
identified several deficiencies in Respondent’s lirm’s books and records." LFCP asked
1 Petition 1 1; Answer 11 1; Transcript 38.
2 Transcript 40.
3 Petition 11 l; Answer 1 l.
4 Petition 11 2; Answer 1[ 2.
Respondent to have an independent audit conducted of Respondent’s firm’s books and
records for the six months ended November 30, 20l2, with a report to LFCP by January
15, 20l3. On January l6, 2013, Respondent requested an extension, which was granted.
After the extended deadline, Respondent provided LFCP with a document that was not an
independent audit report. LFCP referred the matter to ODC.S
At ODC’s request, Master Sidlow Associates, P.A. ("Master Sidlow")
audited Respondent’s firm’s books and records for the seven months ended January 3l,
2013. The audit report identified deficiencies including 44 checks outstanding (in other
words, checks that had been written on one of Respondent’s accounts but had not been
deposited by the payees) and one negative balance in a list of client funds.6 At the
hearing, Respondent explained that sometimes checks he issued to various parties at real
estate closings were not deposited, and that sellers in real estate transactions often left the
state and were difficult to contact, leading to outstanding checks.7 Respondent fiuther
explained that checks issued were treated in the firm’s accounting records as deducted on
the date of issuance, whereas checks deposited were credited on the date of deposit. As a
result, when real estate closings happened on the last Friday of the month and the checks
received and issued at the closing were not deposited until the next business day, the
client account would appear to have a negative balance at the end of the month.s
5 Petition 11 8; Answer 11 8.
6 Petition 11 9; Answer 1 9.
7 Transcript 55-57; see also Transcript 108-l13.
8 Transcript 50-52; see also Transcript 100- 105 .