[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Ohio
State Bar Assn. v. Wishgard, L.L.C., Slip Opinion No. 2015-Ohio-4309.]




                                          NOTICE
      This slip opinion is subject to formal revision before it is published in an
      advance sheet of the Ohio Official Reports. Readers are requested to
      promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65
      South Front Street, Columbus, Ohio 43215, of any typographical or other
      formal errors in the opinion, in order that corrections may be made before
      the opinion is published.



                          SLIP OPINION NO. 2015-OHIO-4309
         OHIO STATE BAR ASSOCIATION v. WISHGARD, L.L.C., ET AL.
  [Until this opinion appears in the Ohio Official Reports advance sheets, it
  may be cited as Ohio State Bar Assn. v. Wishgard, L.L.C., Slip Opinion No.
                                     2015-Ohio-4309.]
Unauthorized practice of law—Negotiating oil and gas leases on behalf of
        landowners and providing legal advice—Consent decree approved—
        Injunction issued.
     (No. 2015-0921—Submitted June 24, 2015—Decided October 21, 2015.)
       ON FINAL REPORT by the Board on the Unauthorized Practice of Law
                         of the Supreme Court, No. UPL 14-04.
                               _______________________
        Per Curiam.
        {¶ 1} Pursuant to Gov.Bar R. VII(5b), the Board on the Unauthorized
Practice of Law has recommended that we approve a consent decree proposed by
relator, Ohio State Bar Association (“OSBA”), and respondents, Wishgard, L.L.C.,
                            SUPREME COURT OF OHIO




and Edward Tygard. We accept the board’s recommendation and approve the
proposed consent decree as submitted by the parties as follows:


              1. OSBA is a Bar Association whose members include
       attorneys-at-law admitted to the practice of law in Ohio and who
       practices throughout the State of Ohio.         OSBA, through its
       Unauthorized Practice of Law Committee, is authorized by Gov.Bar
       R. VII to file a Complaint with the Board regarding the unauthorized
       practice of law.
              2. Respondent Wishgard, LLC (“Wishgard”) is a foreign
       limited liability company incorporated in Pennsylvania with its
       headquarters at 145 Vanceville Road, Eighty Four, PA 15330 and
       with a place of business at 104 West Main Street, Baltic, OH 43804.
       Wishgard transacts business in Ohio.
              3. At all relevant times, Respondent Edward Tygard was an
       employee, agent, and managing member of Wishgard, LLC.
              4. Respondents are not attorneys-at-law in the State of Ohio
       admitted pursuant to Gov.Bar R. I, registered pursuant to Gov.Bar
       R. VI, or certified pursuant to Gov.Bar R. II, IX, or XI.
              5. Wishgard began operations in 2010 and, at that time, its
       business was aimed at assisting landowners to organize into groups
       and negotiate terms of oil and gas leases with third-party lessees.
       During this process, Wishgard and landowners would enter into
       Agreements to Market Oil and Gas Rights. The Agreement to
       Market Oil and Gas Rights attached to OSBA’s Complaint as
       Exhibit A is a true and accurate copy of a blank/sample Agreement.
       Pursuant to those Agreements, Wishgard negotiated oil and gas
       leases with third-parties on behalf of its landowner-clients.




                                         2
                        January Term, 2015




Wishgard received compensation for their services under the terms
of those Agreements.
       6. During 2010, Wishgard also held group meetings with
landowners to educate them about the oil and gas leasing process
and to offer their services. At certain times during those meetings,
Edward Tygard, as a representative of Wishgard, held in-person
meetings with landowners about potential oil and gas leases and
answered specific questions about the terms of potential leases and
the landowners’ potential legal rights and duties under the terms of
the proposed leases.
       7. On or around January 25, 2011, Respondents received a
letter from OSBA advising them that it received a complaint and
information indicating that they had engaged in the unauthorized
practice of law.
       8. Respondents promptly responded to that letter.
       9. Upon receipt of the letter from OSBA, Respondents also
ceased negotiating oil and gas leases on behalf of landowners and,
instead, began executing leases with landowners directly, with
Wishgard as the named lessee therein.
       10. Respondents also immediately stopped providing legal
advice to landowners.
       11. Therefore, since early 2011, Respondents have not
engaged in the unauthorized practice of law.
       ***
       12. R.C. 4705.01 provides: “No person shall be permitted to
practice as an attorney and counselor at law, or to commence,
conduct or defend any action or proceeding in which the person is
not a party concerned * * * unless the person has been admitted to




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                     SUPREME COURT OF OHIO




the bar by order of the supreme court in compliance with its
prescribed and published rules.”
       13. The unauthorized practice of law is the rendering of legal
services for another by any person not admitted to practice law in
Ohio. Gov.Bar R. VII(2)(A).
       14. The practice of law is not limited to the conduct of cases
in court, but embraces advice to clients regarding their legal rights
and responsibilities. Ohio State Bar Assn. v. Leingard, Inc., 126
Ohio St.3d 400, 934 N.E.2d 337 (2010); Cincinnati Bar Assn. v.
Foreclosure Solutions, LLC, 123 Ohio St.3d 107, 914 N.E.2d 386
(2009); Disciplinary Counsel v. Brown, 121 Ohio St.3d 423, 905
N.E.2d 163 (2009).
       15. The unauthorized practice of law also occurs when a
nonattorney acts as an intermediary to advise, counsel, or negotiate
on behalf of an individual to resolve legal claims and interests with
third parties. See, Ohio State Bar Assn. v. Kolodner, 103 Ohio St.3d
504, 817 N.E.2d 25 (2004).
       ***
       16. OSBA and Respondents have agreed that the conduct
described in paragraphs five and six herein, namely, providing legal
advice to others and negotiating with oil and gas lessees on behalf
of landowners constitute the unauthorized practice of law.
       17. Respondents Wishgard, LLC and Edward Tygard, as
well as their successors, affiliates, assigns, officers, members,
agents, [and] representatives have ceased engaging in the conduct
described above, they shall not engage in such conduct in the future,
and they are hereby permanently enjoined from engaging in such




                                   4
                         January Term, 2015




conduct in the future and from otherwise engaging in the
unauthorized practice of law in the State of Ohio.
        18. The parties jointly recommend that no civil penalty be
imposed against Respondents. The factors of Gov.Bar R. VII(8)(B)
apply as follows:
        (1)     The degree of cooperation provided by the
respondent in the investigation: Respondents have cooperated fully
in both the pre-filing and post-filing investigation of this matter.
They promptly ceased all conduct that allegedly constituted the
unauthorized practice of law upon receiving notice from OSBA in
early 2011.
        (2)     The number of occasions that unauthorized practice
of law was committed: the unauthorized practice of law occurred
over a matter of a few months and in a limited geographical area.
OSBA received one complaint and the number of victims identified
at this time is fewer than five.
        (3)     The flagrancy of the violation: the violation was
unknowing or unwitting, it did not include actual in-court
representation or filings, and is far from the most severe, deliberate,
ill-willed, or damaging conduct OSBA and the Board have seen.
        (4)     Harm to third parties arising from the offense: the
victims and complainants have not presented information to show
that they were damaged by Respondent’s legal advice or
negotiations.
        (5)     Any other relevant factors: after the occurrence of
the conduct described above and after ceasing to engage in the
conduct following receipt of the notice from the OSBA, Wishgard
was the subject of bankruptcy proceedings in the United States




                                   5
                                   SUPREME COURT OF OHIO




           Bankruptcy Court for the Western District of Pennsylvania, Case
           No. 13-20613-CMB. Wishgard emerged from bankruptcy as a
           reorganized company by a plan of reorganization confirmed January
           30, 2014, effective April 7, 2014.
                  19. Respondent cooperated throughout the investigation,
           admitted to the unauthorized practice of law, and agreed to cease the
           activity. Therefore, the Panel agrees with Relator that civil penalties
           are not warranted.
                  ***
                  Relator states that no costs have been incurred.
                                                                             So ordered.
           O’CONNOR, C.J., and PFEIFER, O’DONNELL, LANZINGER, KENNEDY, and
O’NEILL, JJ., concur.
           FRENCH, J., dissents.
                                    _________________
           Patrick W. Skilliter, Eugene P. Whetzel, and Jean Desiree Blankenship, for
relator.
           Vorys, Sater, Seymour & Pease, L.L.P., Timothy B. McGranor, and
Timothy J. Cole, for respondents.
                                    _________________




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