                   IN THE SUPREME COURT OF TENNESSEE
                              AT NASHVILLE
                                  February 6, 2013 Session

        WALTER RAY CULP, III v. BOARD OF PROFESSIONAL
     RESPONSIBILITY FOR THE SUPREME COURT OF TENNESSEE

            Direct Appeal from the Chancery Court for Williamson County
                        No. 40516    Walter C. Kurtz, Judge


                    No. M2012-01816-SC-R3-BP - Filed June 24, 2013


In this appeal, we review the denial of an attorney’s petition for reinstatement of his law
license. The attorney was suspended from the practice of law for five years after he pleaded
guilty to attempted extortion in federal court. The extortion arose out of the attorney’s
attempt to broker the testimony of a witness in a civil trial for a substantial fee. After serving
a nineteen-month prison sentence and a five-year suspension from the practice of law, the
attorney petitioned for reinstatement. A hearing panel of the Board of Professional
Responsibility denied the attorney’s request, finding that the attorney failed to carry his
burden of proof by clear and convincing evidence that he had the moral qualifications,
competency and learning in law, and that reinstatement would not be detrimental to the
integrity and standing of the bar, the administration of justice and subversive to the public
interest. The panel considered, among other things, the nature of the crime, that the extortion
involved several million dollars, the attorney’s unwillingness to take responsibility for his
actions, and his lack of credibility. The attorney appealed to the Chancery Court for
Williamson County. The trial court affirmed the hearing panel’s decision. We affirm the
decision of the trial court.

Tenn. Sup. Ct. R. 9, § 1.3 Appeal as of Right; Judgment of the Trial Court Affirmed

S HARON G. L EE, J., delivered the opinion of the Court, in which G ARY R. W ADE, C.J., J ANICE
M. H OLDER, and W ILLIAM C. K OCH, J R., JJ., joined. C ORNELIA A. C LARK, J., not
participating.

Walter Ray Culp, III, Brentwood, Tennessee, pro se with assistance of counsel by James D.R.
Roberts, Jr. and Janet L. Layman, Nashville, Tennessee; Tyree B. Harris, IV at trial,
Nashville, Tennessee, for the appellant.

Kevin D. Balkwill, Disciplinary Counsel, Brentwood, Tennessee, for the appellee, Board of
Professional Responsibility.
                                              OPINION

                                                    I.

       Walter Ray Culp, III graduated from law school in 1995 and became licensed to
practice law in Tennessee in 1996. In December 2004, Mr. Culp was indicted by a federal
grand jury for the Middle District of Tennessee. On September 14, 2005, a two-count
superseding indictment charged Mr. Culp with violating federal extortion and mail fraud
laws. The first count of the indictment alleged that Mr. Culp attempted to extort a cash
payment of $5 million and real estate valued at $4 million from officers of AIM Healthcare
(“AIM”), a Franklin, Tennessee-based healthcare company, by threatening to cause the
suppression of a witness’s testimony in AIM’s lawsuit against Arbor Healthcare.1 The
second count alleged that Mr. Culp devised a scheme to defraud AIM by informing AIM
executives that the witness was seeking over $3 million for his truthful testimony when in
fact Mr. Culp was intending to pay the witness $200,000 while keeping the rest for himself,
and executed the scheme by means of an interstate telephone call to AIM executives.2

        On December 22, 2005, the Board of Professional Responsibility (“the Board”) filed
a petition for discipline against Mr. Culp based on the conduct described in the superseding
federal indictment. On February 14, 2006, Mr. Culp pleaded guilty in federal court to
attempted extortion. On April 3, 2006, we summarily suspended Mr. Culp from the practice
of law and referred the matter to the Board of Professional Responsibility to determine the
final discipline.      See Tenn. Sup. Ct. R. 9, § 14 (“Attorneys Convicted of
Crimes”). Meanwhile, a federal district court judge sentenced Mr. Culp to thirty-six months
in prison. After serving nineteen months at a federal prison in Alabama, Mr. Culp was
paroled on supervised release.

       On September 30, 2008, a hearing panel of the Board conducted a hearing to
determine Mr. Culp’s final discipline. The hearing panel determined that Mr. Culp’s law
license should be suspended for five years. The five-year suspension consisted of a two-and-
one-half-year suspension pursuant to this Court’s summary suspension, beginning on April
3, 2006, and an additional two-and-one-half-year suspension, beginning on September 30,
2008.




       1
           Count one alleged that Mr. Culp violated 18 U.S.C. §§ 1951, 1952 (2006).
       2
           Count two alleged that Mr. Culp violated 18 U.S.C. §§ 1342, 1343 (2006).

                                                   -2-
       Mr. Culp did not appeal the judgment. On April 15, 2009, the Board forwarded a
copy of the hearing panel’s decision to this Court pursuant to Tenn. Sup. Ct. R. 9, § 8.4.3 On
June 17, 2009, we entered an order that proposed to increase Mr. Culp’s punishment to
disbarment. After oral argument, we approved the five-year suspension.

        On January 13, 2011, Mr. Culp filed a petition pursuant to Tenn. Sup. Ct. R. 9, § 19.3
seeking reinstatement of his law license effective April 3, 2011.4 Mr. Culp asserted that he
possessed the requisite moral qualifications and competency and learning in the law. He also
maintained that his reinstatement would not be detrimental to the integrity and standing of
the bar or of the administration of justice or subversive to the public interest. After an
evidentiary hearing, the hearing panel of the Board of Professional Responsibility (“the
Panel”) denied Mr. Culp’s petition for reinstatement, finding he did not carry his burden of
proof by clear and convincing evidence. The Panel found that Mr. Culp’s witnesses were not
able to testify with any degree of specificity about the crime for which he was suspended, his
moral qualifications to practice law, and his learning in the law. The Panel also found that
the testimony of Mr. Culp’s witnesses was conclusory, very general, and was based on
insufficient contact with Mr. Culp. The Panel found that Mr. Culp had not disclosed the
details of his crime to his witnesses; instead, he only had told them that he had been in prison
or had made some bad decisions. Moreover, the Panel determined that Mr. Culp was not
credible, particularly with regard to his description of the crime he committed:

        Petitioner’s testimony on the topic of his crime was elusive and
        incredible. Despite having pleaded in Federal Court to the crime of extortion
        and serving time in prison for that crime, Petitioner could still not bring
        himself to admit to the Hearing Panel that he did what he was accused of doing
        and what he pleaded guilty to doing. Petitioner consistently laid the blame for
        his predicament on others and seemed unable to admit to himself or the
        Hearing Panel that he did what he pleaded guilty to doing. This does not
        exhibit to the Hearing Panel that the Petitioner has the moral qualifications to
        resume the practice of law.

       The Panel concluded that none of the witnesses were able to testify as to Mr. Culp’s
current competency and learning in the law. The Panel noted that only Mr. Culp testified as
to his current learning in the law. It pointed out that Mr. Culp took seventy hours of


        3
          Sup. Ct. R. 9, § 8.4 requires the Board to forward to this Court any judgment in a lawyer discipline
case in which the hearing panel recommends a punishment in excess of three months. Pursuant to this rule,
this Court reviews the recommended punishment to ensure “uniformity of punishment throughout the state.”
        4
         Sup. Ct. R. 9, § 19.1 provides: “No attorney suspended for one year or more or disbarred may
resume practice until reinstated by order of the Supreme Court, except as provided in Section 20.4.”

                                                     -3-
mediation training courses in 2010 to bring his continuing legal education (“CLE”)
requirements current, but described this as a “transparent attempt to catch up on his CLE
requirements.” The Panel expressed concern that Mr. Culp would do whatever he needs to
do to obtain the result that he desires. As an example, the Panel noted that Mr. Culp denied
any alcohol or drug problems to the probation officer before his sentencing, in his pre-Panel
hearing discovery responses, and in his testimony before the Panel. However, while in
prison, he claimed he had a problem with alcohol and applied for and was admitted to a drug
abuse program. After he successfully completed the program, his prison sentence was
reduced by five months. Mr. Culp testified that he “modeled himself as a perfect person” in
order to try to gain early release. The Panel was concerned that Mr. Culp was once again
“modeling” himself to regain the right to practice law when he in fact did not meet the
requirements for reinstatement.

        The Panel concluded that given the nature of the crime, Mr. Culp’s continuing
unwillingness to take responsibility for his actions, his lack of credibility, and his willingness
to keep up appearances to get what he wants, Mr. Culp’s readmission “would be detrimental
to the integrity and standing of the bar and the administration of justice as well as being
subversive to the public interest.”

        Mr. Culp filed a petition for review in the Chancery Court for Williamson County,
asserting that the Panel’s decision was arbitrary and not supported by substantial and material
evidence. The trial court, after reviewing the evidence presented to the Panel, affirmed the
Panel’s decision. The trial court found that the Panel’s credibility findings were supported
by the record, citing the Panel’s conclusion that Mr. Culp’s testimony regarding his crime
was “elusive and incredible.” Further, the trial court found that the Panel’s decision
regarding Mr. Culp’s deficient moral and legal fitness was supported by the record. The trial
court also concurred with the Panel’s finding that Mr. Culp’s reinstatement would be
detrimental to the integrity and standing of the bar and the administration of justice, noting
that Mr. Culp’s crime “involved the brokering of witness testimony in a pending civil case,”
which struck at “the very heart of the integrity of the legal system he was sworn to
serve.” The trial court concluded that the record fully supported the Panel’s decision that Mr.
Culp’s license to practice law should not be reinstated. Mr. Culp appeals the decision of the
trial court.

                                               II.

       Tenn. Sup. Ct. R. 9, § 19.3 governs reinstatement of suspended or disbarred
attorneys. It requires an attorney petitioning for reinstatement to establish by clear and
convincing evidence that he or she:



                                               -4-
       has the moral qualifications, competency and learning in law required for
       admission to practice law in this state and that the resumption of the practice
       of law within the state will not be detrimental to the integrity and standing of
       the bar or the administration of justice, or subversive to the public interest.

A trial judge reviewing a hearing panel’s decision may reverse or modify that decision if the
panel’s findings are:

       (1) in violation of constitutional or statutory provisions; (2) in excess of the
       panel’s jurisdiction; (3) made upon unlawful procedure; (4) arbitrary or
       capricious or characterized by abuse of discretion or clearly unwarranted
       exercise of discretion; or (5) unsupported by evidence which is both substantial
       and material in light of the entire record.

Tenn. Sup. Ct. R. 9, § 1.3.

       Our review is governed by the same standard of review as that of the trial
court. Milligan v. Bd. of Prof’l Responsibility, 301 S.W.3d 619, 629 (Tenn. 2009); Hughes
v. Bd. of Prof’l Responsibility, 259 S.W.3d 631, 640-41 (Tenn. 2008); Bd. of Prof’l
Responsibility v. Love, 256 S.W.3d 644, 653 (Tenn. 2008). This standard of review does not
allow us to substitute our judgment for that of the Panel as to the weight of the evidence on
factual issues. Milligan, 301 S.W.3d. at 635. We will reverse or modify a trial court’s
judgment only if it meets one of the five enumerated criteria listed in Tennessee Supreme
Court Rule 9, section 1.3. Hughes, 259 S.W.3d at 640-41. The Supreme Court has the
ultimate power to ensure adherence to professional responsibility standards, Doe v. Bd. of
Prof’l Responsibility, 104 S.W.3d 465, 469-70 (Tenn. 2003), and possesses an “inherent
power” over lawyer discipline cases. Hughes, 259 S.W.3d at 640.

       Based on Mr. Culp’s contentions in this appeal, we review the evidence presented to
the Panel to determine whether the Panel’s decision was arbitrary and capricious or
unsupported by substantial and material evidence. To reverse on either of these grounds
requires us to find a clear error in judgment. Milligan, 301 S.W.3d at 629.

      At the hearing on August 31, 2011, the Panel heard the testimony of Mr. Culp and
nine witnesses. Testifying on Mr. Culp’s behalf were four attorneys, Raymond T.
Throckmorton, III; Frank Calvin Ingraham; Tom Price Thompson, III; and Jonathan Jacob




                                             -5-
Cole;5 and five lay witnesses, Dewey Allen Greene; Robert High Bradshaw, Jr.; Michael Ray
Campbell; Henry James Askew; and Dr. Gerald Lynn Stow. The Board presented no
witnesses.

       Mr. Throckmorton, a Nashville attorney, testified that he had been friends with Mr.
Culp since childhood. After Mr. Throckmorton moved to Nashville in 1996, he had limited
contact with Mr. Culp. He first learned of Mr. Culp’s criminal involvement from a mutual
friend who had seen it on the news. He testified that he was surprised that Mr. Culp had
engaged in criminal conduct and blamed others for taking advantage of Mr. Culp’s “tunnel
vision” for concentrating on “what’s positive about the situation” and getting “sucked into
it.” He did not visit with Mr. Culp while he was in prison, but reestablished contact with him
after Mr. Culp was released. Mr. Throckmorton talked with Mr. Culp a couple of times a
month in the year before the Panel hearing. He testified that Mr. Culp was a very competent
attorney who had a budding practice until “the unfortunate matter.” He testified that Mr.
Culp’s crime was inconsistent with Mr. Culp’s character. He said the entire process “has
been a life-changing experience” for Mr. Culp, who had “sort of risen out of the ashes.” In
his opinion, Mr. Culp had the requisite moral qualifications to practice law and had done a
“very good job” of staying current with the law.

         Mr. Ingraham, an attorney for more than fifty-three years, testified that he met Mr.
Culp after Mr. Culp’s mother asked Mr. Ingraham to mentor Mr. Culp following his release
from prison. Mr. Ingraham explained that he often mentored young men. When Mr.
Ingraham contacted Mr. Culp, Mr. Culp was “very responsive and appreciative.” Most of
their contacts occurred by telephone and concerned Mr. Culp’s marital problems. As to Mr.
Culp’s criminal history, Mr. Ingraham said he did not make it his business to find out about
the crime. He knew Mr. Culp committed a crime involving an “issue of honesty,” but
intentionally did not inquire into the details of the crime. He only learned about the nature
of Mr. Culp’s criminal conduct a few weeks before the reinstatement hearing, but noted that
Mr. Culp did not blame other people for his misfortune and took full responsibility for his
actions. Mr. Ingraham testified that Mr. Culp would be an asset to the legal profession if his
license was restored. Mr. Ingraham offered to serve as a mentor to Mr. Culp “if the Board
felt it was a good thing.”

        Mr. Thompson, a lawyer practicing in Lebanon, testified that he had previously
worked with Mr. Culp on a workers’ compensation case and a construction case. He said he
was impressed by Mr. Culp’s work and that Mr. Culp showed great passion for his
clients. Mr. Thompson’s knowledge of Mr. Culp’s criminal involvement was based on what


       5
         Mr. Cole could not testify in person at the August 31, 2011, reinstatement hearing. The hearing
panel considered Mr. Cole’s testimony given at Mr. Culp’s September 2008 disciplinary hearing.

                                                  -6-
he read in the newspaper. After Mr. Culp was released from prison, they had lunch several
times and emailed each other periodically. Mr. Thompson testified that Mr. Culp “has paid
his dues, and I think he wants to go forward in the legal profession.” In his opinion, Mr.
Culp has the requisite moral character and legal training to practice law.

        Mr. Cole, a Nashville attorney, explained he and Mr. Culp had been friends for the
past fourteen years. Mr. Cole first learned about Mr. Culp’s criminal involvement from
reading about the case in the newspaper and he later discussed it generally with Mr. Culp,
although not in “extreme detail.” Before Mr. Culp’s suspension, he had the reputation of
being a good attorney and of high character. In Mr. Cole’s opinion, Mr. Culp was proficient
in the law and very remorseful about what he had done.

        Mr. Greene, the chief operating officer of a small healthcare company in Brentwood,
attended church with Mr. Culp’s mother. He met Mr. Culp after Mr. Culp’s mother asked
if Mr. Greene would meet with her son. Mr. Culp contacted Mr. Greene, and they met
frequently to talk about Mr. Culp’s marital difficulties. Mr. Greene said that Mr. Culp
“walked me through all that transpired” regarding Mr. Culp’s criminal trouble. Mr. Greene
said he learned more about it from reading newspaper stories about the criminal charges. Mr.
Greene said he did not believe Mr. Culp would repeat his criminal conduct. Mr. Culp, in Mr.
Greene’s opinion, was “humbled and reaching out and doing everything within his power to
provide for his family and his children.”

       Mr. Bradshaw, a probate master for Davidson County, knew Mr. Culp from their days
as law clerks in the Davidson County Courthouse. He testified he learned about Mr. Culp’s
crime from a courthouse employee. Mr. Bradshaw never talked specifically with Mr. Culp
about his criminal case; what Mr. Bradshaw knew, he learned from reading the newspaper
or from others. Mr. Bradshaw said he spoke more often with Mr. Culp’s former wife than
with Mr. Culp. He recalled that Mr. Culp had been a “very competent” lawyer when he
handled cases in probate court. He testified that Mr. Culp “would make an exemplary
attorney in my opinion.”

       Mr. Campbell, a contractor, testified that he had known Mr. Culp for three years. He
first met Mr. Culp through some real estate business, but then they became personal
friends. Mr. Campbell talked regularly with Mr. Culp and considers him a good man. The
two have vacationed together at Gulf Shores, Alabama, where Mr. Campbell has a
condominium. He testified that Mr. Culp told him “there was some stuff that went on that
he regrets pretty bad.” Mr. Campbell could not remember specifics regarding Mr. Culp’s
crime, saying: “Obviously, we didn’t talk about it much.”

       Mr. Askew, a deacon at Woodmont Baptist Church, testified that he had known Mr.
Culp since Mr. Culp was born. One of Mr. Askew’s sons and Mr. Culp were close friends,

                                            -7-
and his son still maintains contact with Mr. Culp. Mr. Askew first learned of Mr. Culp’s
crime from reading about it in the newspaper and then from talking with Mr. Culp’s
mother. Mr. Askew visited Mr. Culp in prison several times. Mr. Askew testified that Mr.
Culp has “very good moral character,” and that if he needed a lawyer, he would hire Mr.
Culp.

        Dr. Stow, a retired Baptist minister, testified that he first met Mr. Culp in 2008, after
learning about him from Mr. Culp’s mother. Mr. Culp attended Dr. Stow’s Bible study
classes upon his release from prison. He testified that Mr. Culp said to everyone in attendance
at his first Bible study class that he was an attorney who made some bad choices and served
time in prison. Mr. Culp never told Dr. Stow about his criminal conduct, but Dr. Stow learned
about it after viewing a videotape of Mr. Culp speaking to a nearby church group about his
bad choices and the resulting consequences. Dr. Stow could not recall the details but said “it
pretty much had to deal something with some land transactions and so on.” Dr. Stow
explained that Mr. Culp earnestly tried to improve as a person and had established “spiritual
accountability.” He said Mr. Culp expressed remorse over his past conduct.

        Mr. Culp, a resident of Brentwood, testified that he began practicing law in 1996 in
Williamson County. He began his practice as a solo practitioner taking appointed criminal
defense work, but after a couple of years, he practiced primarily personal injury civil
litigation. He testified he became a “self-made millionaire” by age thirty-five and amassed
a net worth in excess of $15 million by age forty. He indicated he made much of his fortune
by practicing law and buying and selling land.

       He explained that a former client, Jason Quick, told him that for a fee of $5 million,
Mr. Quick would be willing to testify in an antitrust lawsuit involving AIM, a healthcare
company. According to Mr. Quick, he had information that would help AIM win its case
against Arbor Healthcare. Mr. Culp communicated Mr. Quick’s offer to Carl Haley, who
owned 15% of AIM, and to Preston Ingram, who was AIM’s majority shareholder and
chairman of the board. Mr. Culp testified that after several discussions with Mr. Haley and
Mr. Ingram, they decided that Mr. Culp and Mr. Ingram would trade farms and Mr. Culp
would pay Mr. Quick “out of [Mr. Culp’s] own pocket to tell the truth.” Mr. Culp had
previously negotiated with Mr. Ingram to swap farms but had not been able to arrive at a
mutually agreeable price for the trade. Mr. Culp and Mr. Ingram entered into a contract
whereby Mr. Culp would convey his farm worth $15 million to Mr. Ingram and Mr. Ingram
would convey his farm worth $4 million to Mr. Culp. Mr. Culp would then pay “out of his
pocket” Mr. Quick’s witness fee, which Mr. Quick reduced from $5 million to $200,000. Mr.
Culp testified that he was going to lose a couple of million dollars on the farm deal and have
to pay the witness $200,000. However, later in his testimony, Mr. Culp admitted that in
addition to the farm swap, Mr. Ingram was going to pay Mr. Culp “five and a half million in
boot.” He also admitted that he owed about $2 million on his farm which was later sold by

                                               -8-
his bank for a “million seven.” Mr. Culp admitted that he knew the deal was unethical but did
not think it was illegal. He testified that he did not expect to benefit financially from the
transaction and was “actually taking a hit for doing the transaction.” When he was indicted,
he was “totally dumbfounded.” Mr. Culp claimed he was not acting as a lawyer, but as a
friend stuck in the middle trying to bring out the truth to the “people that needed the
truth.” According to Mr. Culp, Mr. Quick and Mr. Ingram “just needed a scapegoat,
somebody to get in the middle so if things went bad, they had somebody to point the finger
to and they wouldn’t get in trouble.” Mr. Culp also testified that he “took the bath for
everyone.”

       Mr. Culp explained that he wanted to plead to an aiding and abetting charge, because
he did not believe he was guilty of attempted extortion, because “I never twisted anybody’s
arm to do anything.” The federal government would not accept a guilty plea to aiding and
abetting, so Mr. Culp pleaded guilty to attempted extortion. He said he pleaded guilty because
he was facing a potential sentence of twenty years and a $250,000 fine. At the Panel hearing,
Mr. Culp continued to disagree that he was guilty of attempted extortion but acknowledged
that he knew what he had done was illegal “without question.”

       Mr. Culp also testified about his entry into a drug abuse program while in prison. Mr.
Culp admitted that in answering questions for a federal presentence report, he denied that he
had abused alcohol or prescription drugs. Mr. Culp testified he first learned of the program
from his lawyer and then from other inmates. Mr. Culp admitted to the Panel that he “drank
socially” but did not think he had a problem with alcohol. He had seen a psychiatrist and was
taking a prescribed anti-depressant drug before he left for prison. He later told prison officials
he had a drinking problem because his then-wife had convinced him that he had an alcohol
problem. After Mr. Culp entered prison, he applied for and was accepted into a Residential
Drug Abuse Program. He successfully completed the program, which resulted in a five-month
reduction in his sentence.

       Because of his imprisonment, Mr. Culp fell behind on his CLE requirements. Mr. Culp
caught up on his CLE requirements in 2010 by completing seventy hours of mediation
training. He said that “the mediation aspect is very attractive to me,” and “I think I would be
a very good mediator.”

       Mr. Culp testified that he was embarrassed, remorseful, and ready to resume the
practice of law as a better attorney and person. He noted that “the practice of law is a
privilege” and “an honorable, noble profession.”

       The standard of review guides the result in this case. The Panel is uniquely suited to
make credibility determinations of witnesses. The trial court showed deference to the
credibility determinations of the Panel. We show the same level of deference to the trial court

                                               -9-
and the Panel. Mr. Culp was required to show by clear and convincing evidence that he had
the moral qualifications and competency and learning in the law required for admission to
practice law in Tennessee and that his readmission would not be detrimental to the integrity
of the bar or the administration of justice. Tenn. Sup. Ct. R. 9, § 19.3.

       In Milligan, we examined the moral qualifications requirement in Rule 9, § 19.3,
explaining that attorneys seeking readmission must show a “moral change.” 301 S.W.3d at
631. They also must show remorse and an awareness of their wrongdoing. Id. Attorneys
presenting character witnesses must establish these witnesses were aware of the underlying
misconduct and had “a sufficient degree of interaction” with the petitioning attorney. Id. at
632. These witnesses must present more than conclusory testimony about an accused’s
change of character. In Milligan, we discounted the testimony of witnesses who were largely
unaware of the specific conduct that led to the suspension and had minimal contact with the
attorney during the suspension period. Id. at 633. In Murphy v. Bd. of Prof’l Responsibility,
924 S.W.2d 643, 647 (Tenn. 1996), we discounted the “totally conclusory” testimony of
witnesses who said the attorney seeking readmission had “paid the price,” was remorseful, and
had rehabilitated himself.

      The Panel was not persuaded that Mr. Culp carried his burden of proof by clear and
convincing evidence that he was morally qualified to resume practicing law. The Panel
viewed much of Mr. Culp’s witnesses’ testimony as conclusory and noted that many of the
witnesses had minimal contact with Mr. Culp. The Panel concluded:

       The various witnesses called by Petitioner to testify as to his character and
       moral qualifications, while all persons of apparent high character themselves,
       were unable to testify with any degree of specificity as to the full nature of
       Petitioner’s original crime for which he was suspended or to testify in any
       detail as to Petitioner’s moral qualifications to practice law. The statements
       by the witnesses on this issue were conclusory and very general and were
       based on insufficient contact or involvement with Petitioner to speak to his
       current character or moral qualifications. It was clear that Petitioner had never
       revealed or disclosed to these witnesses the full details of the crime to which
       he pleaded guilty. The Petitioner confided to most of these witnesses only that
       he had been in jail or that he had made some bad decisions.

       Witnesses must be “aware of the nature of the misconduct that resulted in
suspension,” and there must be a “sufficient degree of interaction between the witness and the
petitioning attorney so that the witness had a reasonable basis for his or her
opinion.” Milligan, 301 S.W.3d at 632. “Otherwise the witness’s testimony will carry little,
if any, weight.” Id. The Panel’s conclusion that several of Petitioner’s witnesses gave
conclusory testimony regarding his crime and did not express specific knowledge of his

                                             -10-
underlying crime is supported by substantial and material evidence and is not arbitrary and
capricious. Mr. Campbell did not know why Mr. Culp lost his law license. Mr. Askew, who
learned of Mr. Culp’s criminal trouble from the newspaper and from Mr. Culp’s mother, never
testified as to any specific knowledge of the underlying crime and did not apparently discuss
that in any detail with Mr. Culp. Mr. Greene testified that Mr. Culp “walked me through the
circumstances,” but Mr. Greene did not appear to have specific knowledge of the criminal
charges. Mr. Ingraham testified that he did not know the specifics of the crime and did not
make it his business to know such. Mr. Bradshaw testified he had not talked with Mr. Culp
about the criminal charges. Mr. Cole discussed the crime with Mr. Culp but not in “extreme
detail.”

       Mr. Culp and his witnesses lacked the “sufficient degree of interaction” identified as
crucial in Milligan, 301 S.W.3d at 632. Mr. Thompson testified he had gotten together with
Mr. Culp three or four times for lunch and exchanged “numerous e-mail correspondences”
and “several telephone conversations.” Mr. Bradshaw met Mr. Culp for breakfast in Franklin,
but his testimony did not reflect that they communicated frequently. Mr. Bradshaw said he
communicated more with Mr. Culp’s ex-wife than with Mr. Culp. Mr. Cole did not have
significant contact with Mr. Culp after he returned to Nashville from prison. While other
witnesses stayed in more frequent contact with Mr. Culp, their testimony does not satisfy Mr.
Culp’s significant burden of proof. An attorney seeking readmission must do more than
present witnesses who testify the attorney “paid the price,” is rehabilitated, and is
remorseful. Murphy, 924 S.W.2d at 647. “The evidence necessary to demonstrate that one
is morally qualified to practice law in this state requires more than conclusory
statements. . . .” Hughes, 259 S.W.3d at 643.

       While much of the witness testimony was conclusory, an even greater problem for the
Panel and the trial court was the issue of credibility. The Panel stressed that Mr. Culp’s
“testimony on the topic of his crime was elusive and incredible.” The Panel also determined
that Mr. Culp “still could not bring himself to admit . . . that he did what he was accused of
doing and what he pleaded guilty to doing.” The Panel reasoned that Mr. Culp had credibility
problems which prevented him from clearing the moral qualifications hurdle. The trial judge
agreed the Panel’s decision was supported by the record. Mr. Culp bears the burden of
showing by clear and convincing evidence that he had the moral qualifications necessary to
practice law. We agree with the Panel and the trial judge that Mr. Culp failed to present
sufficient proof by clear and convincing evidence that he had the moral qualifications
necessary for readmission.

       The Panel also determined that Mr. Culp failed to meet his burden in showing that he
had the competence and learning in the law sufficient to warrant readmission. The Panel
found that none of Mr. Culp’s witnesses “were able to testify as to Petitioner’s current
competency and learning in the law.” The Panel stressed that only Mr. Culp provided

                                             -11-
testimony that he possessed the necessary learning in the law. Mr. Cole, Mr. Bradshaw and
Mr. Thompson all testified to Mr. Culp’s competency as an attorney before Mr. Culp’s
criminal activity. Mr. Throckmorton testified that Mr. Culp had done a “very good job” of
staying current with the law. This conclusory testimony is not nearly enough to satisfy Mr.
Culp’s burden of proof as to competency and learning in the law.

        The Panel was critical of Mr. Culp’s compliance with the CLE requirements by taking
seventy hours of mediation training in 2010. The Panel referred to this as a “transparent
attempt to catch up on his CLE requirements in anticipation of filing the Petition on which
this hearing is based.” While we agree that Mr. Culp could have done much more to prove
his legal competency, we do not agree that extensive mediation courses should count against
any attorney. The Board focused on Mr. Culp’s decision not to take his CLE hours in areas
of law that he practiced before his unfortunate foray into the criminal justice
system. However, when questioned as to what areas of law he would practice if his license
was reinstated, Mr. Culp mentioned contract litigation, personal injury, estate work, and
mediation. He testified that mediation work appealed to him and that he “would be a very
good mediator.” There is nothing suspect about an attorney taking mediation training courses
to satisfy CLE requirements. However, Mr. Culp did not present any more evidence on the
issue of learning in the law and competency other than completing the requisite hours of
CLE. There is substantial and material evidence supporting the Panel’s decision that Mr. Culp
failed to prove by clear and convincing evidence that he had the requisite learning in the law
to be reinstated to the practice of law.

        Mr. Culp also was required to establish by clear and convincing evidence that his
readmission to the practice of law would not be detrimental to the administration of
justice. We must determine what impact Mr. Culp’s reinstatement will have on the integrity
of and public trust in our system of jurisprudence. Hughes, 259 S.W.3d at 646-47. The
egregiousness of Mr. Culp’s crime cuts to the heart of the integrity of the legal system.

        We find Hughes controlling. In Hughes, a criminal defense attorney with prior
disciplinary history attempted to bribe a witness in a criminal case. For this conduct, we
disbarred the attorney. After seven-and-one-half years, the attorney petitioned for
reinstatement. Fifteen witnesses, including several former and current judges, testified on
his behalf. Id. at 635. The hearing panel granted reinstatement. A trial court reversed and
denied reinstatement, finding that the attorney’s readmission would be detrimental to the
administration of justice. The attorney appealed and we affirmed the judgment of the trial
court, explaining that the “egregiousness of his conduct cannot be overstated.” Id. at 651.

       The license to practice law is a privilege, not a right. Tenn. Sup. Ct. R. 9, § 3.1;
Murphy, 924 S.W.2d at 647. “The practice of law is a distinct privilege—the more serious
the abuse of that privilege, the more onerous the burden of atonement.” Hughes, 259 S.W.3d

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at 651. A sister jurisdiction denied reinstatement to a disbarred attorney convicted of
conspiracy to commit extortion, explaining: “His illegal activity circumvented the justice
system’s fairness and impartiality and injured the Bar’s reputation for
professionalism.” Stewart v. Miss. Bar, 5 So. 3d 344, 350 (Miss. 2008). An attorney has the
ethical responsibility to serve the administration of justice as a professional and as an officer
of the court. Mr. Culp seriously abused that privilege and flouted the Rules of Professional
Conduct by his egregious action. The fact he claimed he did not know his conduct was illegal
is—in the words of the Panel—“incredible.” This understandably presented a significant
credibility problem for Mr. Culp.

       We denied reinstatement petitions in Hughes, Milligan, and Murphy. Although Mr.
Culp’s case is somewhat factually distinguishable, each of these cases involved egregious
conduct by an attorney that strikes at the heart of our system of justice. Mr. Culp engaged in
conduct threatening the very core of a legal system based on probity and honor. We have the
“ultimate duty” to regulate the legal profession and protect the integrity of the
profession. Hughes, 259 S.W.3d at 646-47.

        Mr. Culp petitioned this Court for a second chance. Our rules allow attorneys who
have been suspended or disbarred to petition for reinstatement. This process indicates that
we recognize the possibility of redemption and second chances. Other jurisdictions have a
similar process. “[A] felony conviction is not tantamount to a death sentence regarding the
reinstatement of the license to practice law.” In re Reinstatement of Anderson, 51 P.3d 581,
583 (Okla. 2002). The Supreme Court of Mississippi conditionally granted a disbarred
attorney’s third petition for reinstatement even though the attorney had a felony conviction
for filing a false currency reporting form. See In re McGuire, 912 So. 2d 902 (Miss. 2005).

        In conclusion, we hold that the decisions by the Panel and the trial court denying
reinstatement are not arbitrary and are supported by material and substantial evidence. Mr.
Culp failed to prove by clear and convincing evidence that he had the moral qualifications,
competency and learning in the law required for admission to practice law in Tennessee, and
that his readmission would not be detrimental to the integrity of the bar or the administration
of justice. Tenn. Sup. Ct. R. 9, § 19.3. In particular, the egregious nature of Mr. Culp’s
criminal offense and his credibility problems identified by the Panel and the reviewing trial
judge convince us that reinstatement is not warranted.

       We affirm the judgment of the trial court affirming the Panel’s denial of Mr. Culp’s
petition for reinstatement. Costs are assessed to Walter Ray Culp, III, for which execution
may issue if necessary.

                                                     _________________________________
                                                     SHARON G. LEE, JUSTICE

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