                                                             2014 WI 111

                  SUPREME COURT           OF   WISCONSIN
CASE NO.:               2012AP1949-D
COMPLETE TITLE:         In the Matter of Disciplinary Proceedings
                        Against
                        Michael G. Trewin, Attorney at Law:

                        Office of Lawyer Regulation,
                                  Complainant-Respondent,
                             v.
                        Michael G. Trewin,
                                  Respondent-Appellant.



                            DISCIPLINARY PROCEEDINGS AGAINST TREWIN

OPINION FILED:          October 7, 2014
SUBMITTED ON BRIEFS:
ORAL ARGUMENT:          April 9, 2014

SOURCE OF APPEAL:
   COURT:
   COUNTY:
   JUDGE:

JUSTICES:
   CONCURRED:
   DISSENTED:
   NOT PARTICIPATING:

ATTORNEYS:
       For the respondent-appellant, there were briefs and oral
argument by Michael G. Trewin, New London.




       For the complainant-respondent, there was a brief and oral
argument by Julie M. Spoke of the Office of Lawyer Regulation.
                                                                        2014 WI 111
                                                                 NOTICE
                                                   This opinion is subject to further
                                                   editing and modification.   The final
                                                   version will appear in the bound
                                                   volume of the official reports.
No.     2012AP1949-D


STATE OF WISCONSIN                             :              IN SUPREME COURT

In the Matter of Disciplinary Proceedings
Against Michael G. Trewin, Attorney at Law:

Office of Lawyer Regulation,                                          FILED
            Complainant-Respondent,
                                                                  OCT 7, 2014
      v.
                                                                    Diane M. Fremgen
                                                                 Clerk of Supreme Court
Michael G. Trewin,

            Respondent-Appellant.




      ATTORNEY      disciplinary      proceeding.         Attorney's          license

revoked.



      ¶1    PER CURIAM.     Attorney Michael G. Trewin has appealed

from the report of the referee, Reserve Judge Robert E. Kinney,

which   concluded    that   Attorney    Trewin          had   committed       ethical

violations   as   alleged   in   14   counts       of   the   Office     of    Lawyer

Regulation's (OLR) complaint and recommended the revocation of

Attorney Trewin's license to practice law in Wisconsin.                            The

referee also recommended that Attorney Trewin be ordered to pay
                                                                      No.     2012AP1949-D



the full costs of this proceeding, which were $33,145.83 as of

April 24, 2014.

       ¶2     Having heard oral argument and having fully reviewed

this    matter,      we     determine      that     the    referee   was     correct    in

concluding, after a three-day evidentiary hearing, that Attorney

Trewin had committed 14 counts of professional misconduct.                            Many

of those counts of misconduct fall into the same pattern of

using       knowledge       of    clients'        financial      weaknesses     to    take

advantage of those clients in business transactions with them.

We     therefore      determine       that        Attorney      Trewin's    license    to

practice law in this state must be revoked.                        Given the disarray

in Attorney Trewin's records, we are unable to impose specific

restitution amounts in this disciplinary proceeding, although we

note that two sets of clients have pursued civil actions against

Attorney Trewin.            Finally, we require Attorney Trewin to pay the

full costs of this proceeding.

       ¶3     Attorney Trewin was admitted to the practice of law in

Wisconsin in June 1985.             He has maintained a law practice in New
London.       He has historically focused his practice on bankruptcy

and debt reorganization.

       ¶4     Attorney Trewin has been the subject of professional

discipline on two prior occasions.                   In 2004 this court suspended

Attorney Trewin's law license for a period of five months.                              In

re     Disciplinary          Proceedings          Against       Trewin,     2004 WI 116,

275 Wis. 2d 116, 684 N.W.2d 121 (Trewin I).                       The misconduct that

led     to    that     suspension       included          (1)    entering     into    loan
transactions         with    at    least     seven    clients      without     obtaining
                                              2
                                                                        No.        2012AP1949-D



written,         informed       conflict           waivers,       in     violation            of

SCR 20:1.8(a); (2) entering into such loan transactions without

having        advised     his        clients       of    the      potential           adverse

consequences, in violation of SCR 20:1.7(b); (3) having engaged

in     conduct     involving          dishonesty        or     misrepresentation              by

assigning his interest in a loan to his brother-in-law in order

to avoid disclosing that he was the real party in interest, in

violation of SCR 20:8.4(c); (4) failing to file timely income

tax returns, in violation of prior case law and SCR 20:8.4(f);

and    (5)    having    deposited       a    client     check     into       his     business

account rather than his client trust account, in violation of

SCR 20:l.15(a).           In    our     Trewin I        decision,       we    quoted         the

referee's comment that the frequency and magnitude of Attorney

Trewin's loan and business transactions with his clients were

such common occurrences that they made it "look as though he was

more of a banker than a lawyer."                   275 Wis. 2d 116, ¶40.

       ¶5      In 2006 Attorney Trewin received a public reprimand

with    his    consent.        The    misconduct        underlying       that       reprimand
consisted of failing to list all of his pending matters in the

affidavit he was required to file with the OLR following his

2004    disciplinary        suspension,        failing       to   notify      courts         and

opposing counsel of his disciplinary suspension, and engaging in

a     conflict    of    interest       by    representing         two    clients        in    a

bankruptcy       proceeding      when       that    representation           was     directly

adverse to the interests of another client.                       Public Reprimand of

Michael G. Trewin, No. 2006-6.


                                               3
                                                                 No.     2012AP1949-D



     ¶6     The    present     disciplinary         proceeding         relates    to

Attorney Trewin's relationships and business transactions with

three married couples:        (1) R.V.S. and B.V.S. (collectively, Mr.

and Mrs. V.S. or the V.S.s); (2) D.H. and M.H. (collectively,

Mr. and Mrs. H. or the H.s); and (3) Francis and Karen Groshek

(collectively, the Grosheks).1          The referee in this matter issued

a thorough 58-page report with detailed findings of fact and

conclusions       of   law    regarding       Attorney     Trewin's         actions

concerning each of the three sets of clients.                          We will not

repeat all of those factual findings in this opinion.                         It is

sufficient here to summarize the pattern that Attorney Trewin

generally   followed     in   dealing       with   the   three    couples     whose

grievances led to this disciplinary proceeding and to set forth

the rule violations that arose from that conduct.

     ¶7     The referee found that Attorney Trewin had attorney-

client relationships with all three couples during the relevant


     1
       This court's general practice is to use the initials of
clients in attorney disciplinary opinions to protect their
privacy to some extent since they did not ask to be the alleged
victims of attorney misconduct. We use the Grosheks' full names
in this opinion because they were already named parties in a
civil action they pursued against Attorney Trewin, which
ultimately resulted in a published decision and order from this
court.     Groshek   v.   Trewin,  2010 WI 51,  325 Wis. 2d 250,
784 N.W.2d 163. The OLR and Attorney Trewin stipulated that the
referee could use the record of that litigation as the factual
record for the counts relating to the Grosheks in this
disciplinary proceeding.      Since citation to this court's
decision in that civil case would disclose their names in any
event, there is no reason to use the Grosheks' initials rather
than their names in this opinion.


                                        4
                                                                   No.        2012AP1949-D



time periods.         The attorney-client relationships with Mr. and

Mrs. V.S. and with Mr. and Mrs. H. were long-standing ones,

stretching back to points before the filing of the complaint in

Trewin I.       Indeed,      the   referee   found      that   Attorney         Trewin's

attorney-client relationship with Mr. and Mrs. H. extended back

to 1991.     The referee made clear in his report, however, that he

was not considering any specific facts that pre-dated the filing

of the complaint in Trewin I.

       ¶8    The referee found that each of the three couples was

financially        unsophisticated,     which     caused       them      to     rely   on

Attorney     Trewin's     recommendations.         He     stated      that      Attorney

Trewin had followed a similar pattern of conduct with respect to

each client couple.

       ¶9    Each couple initially retained Attorney Trewin when

they were facing legal problems regarding their debts, either in

the     context     of   a    foreclosure       proceeding       or      a      possible

bankruptcy.        Because of each couple's financial problems, they

had difficulty obtaining loans in traditional credit markets—
i.e., from banks, credit unions, etc.

       ¶10   Attorney     Trewin     usually     loaned    the     couples        money,

often at relatively high interest rates (12-14%), starting with

fairly small amounts and increasing the amount of the loans over

time    as   the    couples    needed   additional        funds.         The     referee

further found that because Attorney Trewin was not constrained

by standard banking regulations, the clients did not receive

many of the pieces of information and the warnings that they
would    have   received      when   borrowing    from     traditional          lenders.
                                         5
                                                                     No.     2012AP1949-D



Moreover, there were many errors in the documentation of the

loans and the tracking of payments.

       ¶11   In    some     instances,         either    there   were      no    signed

promissory notes and conflict waivers, or Attorney Trewin lost

those documents since he was unable to produce them during this

disciplinary proceeding.               In at least one other instance, the

date on the conflict waiver was months apart from the date of

the    purportedly       corresponding         promissory    note.         Also,      when

Attorney Trewin was able to produce a signed document purporting

to be a conflict waiver, the description of the transaction in

the conflict waiver was, at times, not even consistent with the

loan   terms      set    forth   in    the     promissory   note.      Further,        the

referee specifically found that the conflict waivers did not

disclose all of the true facts regarding the transactions, did

not provide any meaningful explanation of the disadvantages of

entering into these transactions with the clients' lawyer, and

did not include a discussion of the alternatives available to

the clients.
       ¶12   Attorney Trewin's haphazard manner of handling these

transactions left the clients confused about which loans were

outstanding, what payments they had made toward which loans, and

the    balances     of    their       loans.       For   example,     both      Mr.    and

Mrs. V.S. and Mr. and Mrs. H. repeatedly asked Attorney Trewin

for an accounting, but he did not provide them with one.                              When

counsel for the OLR asked Attorney Trewin at the evidentiary

hearing whether he had ever produced an accounting to Mr. and
Mrs. V.S., he responded that he did not know.                       He claimed that
                                               6
                                                                                 No.    2012AP1949-D



he had a spreadsheet on his computer that showed a running tally

or documentation of the loans to Mr. and Mrs. V.S.                                         Attorney

Trewin    then     referenced            an    exhibit,        which      he     claimed     was    a

printed    version       of       this    spreadsheet.              The     referee,       however,

found     that     the        exhibit         "is       replete       with       omissions         and

unexplained entries, and is essentially undecipherable, even by

[Attorney Trewin]."               When Attorney Trewin was asked at another

point    during      the     evidentiary            hearing     how       much     money    he   had

loaned Mr. and Mrs. V.S., he did not provide an answer but

promised he would provide the information to the referee the

following      day      after      putting       all      of    their       payments        into    a

spreadsheet.            No    further         documentation         on      this       subject   was

provided by Attorney Trewin during the proceedings before the

referee.       Since Attorney Trewin was not subject to regulations

imposed on commercial lenders, these practices and errors were

not corrected over rather lengthy periods.

    ¶13        The referee found that the clients usually did not

negotiate        with        Attorney         Trewin       regarding           their       business
transactions because they viewed him as their attorney.                                          They

relied on his expertise and judgment, and believed that he was

acting in good faith and looking out for their best interests.

    ¶14        When the clients fell behind on their loan payments,

Attorney Trewin's practice was not to telephone the clients, to

deliver    a    notice       of    delinquency,          or    to     sue      the     clients   for




                                                    7
                                                                No.     2012AP1949-D



eviction or a money judgment.2               The referee found that Attorney

Trewin   operated    in    this   manner      because   he   intentionally      and

consistently wanted to avoid judicial scrutiny of his conduct.

Instead of attempting to enforce the terms of the existing notes

and mortgages, Attorney Trewin's preferred course of action was

to create another loan to those clients.                Often the new loan was

a mixture of existing indebtedness and new money.                     When prior

loans were paid off or replaced by a new loan, Attorney Trewin

did not return the promissory notes for the prior loans.

    ¶15     Ultimately, when the couples had difficulties making

their payments to Attorney Trewin or to another creditor, he

would persuade the couple to transfer their property over to

him, with the promise that he would lease the property back to

them and they could reacquire the property if they were current

on their payments to him and could also pay a specified amount

to him for their property.          The couples, however, were not in a

financial condition where they could ever regain ownership of

their    property.        Nonetheless,       because    of   Attorney     Trewin's
actions, some couples continued to hold the mistaken belief that

they really did retain ownership or control of the property even

after they had transferred ownership of it to Attorney Trewin.

In the end, Attorney Trewin ended up with the title to the

clients' real property.

    2
       Even when Mr. and Mrs. V.H. and Mr. and Mrs. H. stopped
making   payments   to  Attorney   Trewin  years  before   this
disciplinary proceeding, the referee noted that Attorney Trewin
had never sued them.


                                         8
                                                                       No.    2012AP1949-D



       ¶16    The     referee    was    particularly           moved   by    one    of    the

exhibits in the Groshek case.                     The exhibit contained excerpts

from three letters that Attorney Trewin wrote to three different

recipients within a span of ten days around the time he was

entering into an agreement to buy the Grosheks'                              property in

August 2004, just prior to his law license being suspended.                                In

the first letter, which was sent to the bank from which he was

seeking financing for the transaction, Attorney Trewin said that

he had negotiated a purchase price for the Grosheks' property

that was below the appraised value of the land and well below

what he believed was the fair market value of the land.                                   He

further indicated that he intended to sell 40 acres of the land

for    an    amount    that     was    twice      the   appraised      value       to    some

neighbors of the Grosheks immediately after buying the land from

the Grosheks.          Finally, he stated that his intention for the

rest of the land was to subdivide most of it into large lots and

to rent a small portion, including the existing farmhouse, to

the Grosheks.          When Attorney Trewin wrote to the Grosheks just
three days later, however, he stated that he would be willing to

buy their land for enough money to pay off their existing bank

loans, sell approximately 40 acres to the neighbors, and then

give them a lease on all the rest of the land with an option to

repurchase it.          There was no mention of the sale price being

well below fair market value or of subdividing most of the land

into lots that would be sold to third parties.                         Finally, in the

third letter, Attorney Trewin told the Grosheks' current lender
that    he    would    be   willing      to       pay   that    bank   for    either       an
                                              9
                                                                            No.    2012AP1949-D



assignment of their judgment against the Grosheks or a complete

release of the bank's claims.                        He also claimed (1) that the

commitment letter from his own bank referred to the transaction

as a purchase of the Grosheks' real property by Attorney Trewin

because that was simply his lender's practice and (2) that he

really intended to sell the real estate back to the Grosheks.

Thus,       Attorney   Trewin         gave     three   different         versions     of    what

would       happen   in    the        transaction      to    three       different      parties

involved in the transaction, depending on what he thought they

wanted to hear.

       ¶17     With respect to two of the client couples, Attorney

Trewin       contacted         them    after     learning         that    they    had      filed

grievances against him with the OLR.                          Mr. V.S. testified that

during a couple of telephone calls, Attorney Trewin stated that

he was suicidal and asked Mr. V.S. to sign a "waiver," which

Mr. V.S.       understood        to     mean    that    he     would      not     pursue     his

grievance against Attorney Trewin.                          Mr. H. described Attorney

Trewin's demeanor during a post-grievance telephone call with
him as "ugly."            Mr. and Mrs. V.S. refused to sign any "waiver"

of    the    grievance,        but     Mr.   and     Mrs.    H.    did    sign    a   document

drafted by Attorney Trewin, which stated that they agreed that

"the amount owed under the note is $109,643.25" and that they

had    an     option      to    purchase       their    former       real     property       for

$50,000.00.          Mr. and Mrs. H. signed the document, even though

they did not know whether it was accurate, because they felt

sorry for Attorney Trewin.


                                                10
                                                                   No.    2012AP1949-D



       ¶18        Attorney Trewin also failed to provide documents and

information          requested     by    the    OLR      during    its     grievance

investigation concerning Mr. and Mrs. H.                     This occurred both

when the OLR wrote letters to Attorney Trewin asking for certain

information and when a member of a district committee tried to

meet       with    Attorney   Trewin.         Attorney    Trewin    cancelled     the

meeting, claiming that he was sick.               When the district committee

member       subsequently        wrote   to    Attorney     Trewin       asking   for

documentation of his various transactions with Mr. and Mrs. H.,

Attorney Trewin asked for an extension of time to respond to the

request,       but    he   never    followed    through     with    providing     the

requested documents during the investigation.

       ¶19        The referee concluded that the OLR had proven four

counts of misconduct arising out of Attorney Trewin's actions

with respect to Mr. and Mrs. V.S.                  On Count One, the referee

concluded that Attorney Trewin had failed to fully disclose the

terms of the various transactions with Mr. and Mrs. V.S. in a

manner that they could reasonably understand, in violation of
former SCR 20:1.8(a).3             On Count Two, the referee found that


       3
       Former SCR 20:1.8(a), in effect prior to July 1, 2007,
provides:

            A lawyer shall not enter into a business
       transaction with a client or knowingly acquire an
       ownership, possessory, security or other pecuniary
       interest adverse to a client unless:

            (1) the transaction and terms on which the lawyer
       acquires the interest are fair and reasonable to the
       client and are fully disclosed and transmitted in
                                                       (continued)
                                          11
                                                                 No.    2012AP1949-D



Attorney Trewin's ongoing representation of Mr. and Mrs. V.S.

while    he   had   adverse   personal    interests    as   a    result     of   his

business      transactions    with     them,      without   obtaining       proper

waivers, constituted an improper conflict of interest under both

former SCR 20:1.7(b)4 and current SCR 20:1.7(a)(2).5                     On Count


     writing in a manner that can be reasonably understood
     by the client;

          (2) the client is given a reasonable opportunity
     to seek the advice of independent legal counsel in the
     transaction; and

              (3) the client consents in writing thereto.
     4
       Former       SCR 1.7(b),   in     effect    prior    to    July 1,       2007,
provides:

          A lawyer shall not represent a client if the
     representation of that client may be materially
     limited by the lawyer's responsibilities to another
     client or to a third person, or by the lawyer's own
     interests, unless:

          (1)   The    lawyer   reasonably    believes                    the
     representation will not be adversely affected; and

          (2)   The client   consents  in   writing  after
     consultation. When representation of multiple clients
     in a single matter is undertaken, the consultation
     shall include explanation of the implications of the
     common representation and the advantages and risks
     involved.
     5
         SCR 1.7(a)(2) provides:

          (a) Except as provided in par. (b), a lawyer
     shall not represent a client if the representation
     involves   a  concurrent   conflict   of   interest. A
     concurrent conflict of interest exists if:

              . . . .

                                                                       (continued)
                                       12
                                                       No.   2012AP1949-D



Three, the referee determined that by having Mr. and Mrs. V.S.

sign over the deed to their real property when he believed there

had been no meeting of the minds, Attorney Trewin had engaged in

conduct    involving       dishonesty,       fraud,     deceit,       or

misrepresentation,   in   violation   of   SCR 20:8.4(c).6    On   Count

Four, the referee concluded that Attorney Trewin's attempt to

persuade Mr. and Mrs. V.S. to cease cooperating with the OLR's

investigation had violated SCRs 22.03(6)7 and 21.15(4),8 which

are enforceable via SCR 20:8.4(h).9

          (2) there is a significant risk that the
     representation of one or more clients will be
     materially limited by the lawyer's responsibilities to
     another client, a former client or a third person or
     by a personal interest of the lawyer.
     6
       SCR 8.4(c) provides that it is professional misconduct for
a lawyer to "engage in conduct involving dishonesty, fraud,
deceit or misrepresentation."
     7
       SCR 22.03(6) provides that "[i]n the course of the
investigation, the respondent's wilful failure to provide
relevant information, to answer questions fully, or to furnish
documents and the respondent's misrepresentation in a disclosure
are misconduct, regardless of the merits of the matters asserted
in the grievance."
     8
       SCR 21.15(4)   provides   that   "[e]very attorney   shall
cooperate with the office of lawyer regulation in the
investigation,   prosecution   and   disposition of   grievances,
complaints filed with or by the director, and petitions for
reinstatement.   An attorney's wilful failure to cooperate with
the office of lawyer regulation constitutes violation of the
rules of professional conduct for attorneys."
     9
       SCR 20:8.4(h) provides that it is professional misconduct
for a lawyer to "fail to cooperate in the investigation of a
grievance filed with the office of lawyer regulation as required
by SCR 21.15(4), SCR 22.001(9)(b), SCR 22.03(2), SCR 22.03(6),
or SCR 22.04(1)."


                                 13
                                                              No.    2012AP1949-D



      ¶20     The referee further concluded that the OLR had proven

professional misconduct by Attorney Trewin on eight of the nine

counts in the complaint that related to Mr. and Mrs. H.10                   Five

of    those    eight   counts     concern     Attorney   Trewin's      multiple

business transactions with Mr. and Mrs. H.               On Count Five, the

referee       determined       that    Attorney    Trewin      had     violated

SCR 20:1.8(a) by disbursing funds to himself as both creditor

and    attorney    from    a     May   2003   transaction     without     fully

disclosing his adverse interests and without obtaining a written

consent for the conflict and the transaction.               On Count Six, the

referee found that Attorney Trewin had violated both former and

current SCR 20:1.8(b)11 by using in subsequent loan transactions

with Mr. and Mrs. H. information regarding their finances that

he had gained from representing them as their lawyer.                  On Count

Seven, the referee concluded that Attorney Trewin had violated

SCR 20:1.7(a)(2) by continuing to represent Mr. and Mrs. H. when

      10
       The referee determined that the OLR had failed to meet
its burden of proving misconduct by clear, satisfactory, and
convincing evidence on Count Ten.     That count alleged that
Attorney Trewin had violated SCR 20:8.4(c) by providing false
information to the OLR during its initial evaluation of the
grievance filed by Mr. and Mrs. H.
      11
       Former SCR 20:1.8(b), in effect prior to July 1, 2007,
provides that "[a] lawyer shall not use information relating to
representation of a client to the disadvantage of the client
unless the client consents after consultation."

     Current SCR 20:1.8(b) provides that "[a] lawyer shall not
use information relating to representation of a client to the
disadvantage of the client unless the client gives informed
consent, except as permitted or required by these rules."


                                        14
                                                                    No.     2012AP1949-D



he had a personal interest in their finances and property, by

"representing" them in a sale of real property to third parties

when    he   had   not       obtained   a     written    conflict       waiver    of     his

personal interests, by paying himself $83,000 in "anticipated

taxes" out of the proceeds of a real estate transaction when he

never paid those taxes, and by assigning a value to their option

to repurchase their land when he had never obtained a prior

written agreement with them concerning such a value.                             On Count

Eight, the referee determined that Attorney Trewin had engaged

in     conduct        involving         dishonesty,        fraud,         deceit,         or

misrepresentation,            in   violation      of    SCR 20:8.4(c),         including

(1) having Mr. and Mrs. H. deed their farm to him when he knew

that many of the terms of the sale were incomplete and the

transaction was invalid under the Statute of Frauds, (2) paying

them far less than the value of the property, and (3) reselling

the    property    at    a    profit    for    himself.      On    Count       Nine,     the

referee      found       that      Attorney       Trewin    had     also         violated

SCR 20:8.4(c) when he had claimed that the deed of the H.s' land
was exempt from the real estate transfer tax and had not paid

any such tax to the government, but had still collected the

amount of the tax from Mr. and Mrs. H. and had subsequently

refused to return it.

       ¶21   The     final      three   counts     regarding      Mr.    and     Mrs.    H.

involve      Attorney        Trewin's       misconduct     after    they         filed     a

grievance with the OLR.             On Count Eleven, the referee concluded

that Attorney Trewin had violated SCRs 22.03(6) and 21.15(4),
which are enforceable via SCR 20:8.4(h), when he had attempted
                                             15
                                                                   No.    2012AP1949-D



to persuade Mr. and Mrs. H. to withdraw their grievance or cease

cooperating with the OLR's investigation.                    On Count Twelve, the

referee    determined      that    Attorney     Trewin's       failure    to    provide

information      requested    by    the   district      committee       had    violated

SCR 22.04(1).12       On     Count    Thirteen,        the    referee    found     that

Attorney Trewin had again violated SCR 22.03(6), enforced via

SCR 20:8.4(h), when he had failed to provide information and

documents requested by the OLR in a timely manner.

     ¶22    The OLR's complaint alleged only two counts related to

Attorney Trewin's conduct concerning the Grosheks.                             On Count

Fourteen,     the   referee        concluded     that        Attorney    Trewin       had

violated former SCR 20:1.8(a) by engaging in multiple business

transactions with the Grosheks and acquiring their property when

(1) the terms of the transactions were not fair and reasonable

to the Grosheks, (2) Attorney Trewin had failed to fully and

clearly disclose the terms of the proposed transactions to the

Grosheks    in    writing    and     in   a    manner    they    could    reasonably

understand, and (3) Attorney Trewin had failed to obtain the
Grosheks' voluntary written consent to each transaction after

consultation.       On     Count    Fifteen,     the    referee     found      that    by

engaging in a course of conduct that involved dishonesty, fraud,


     12
       SCR 22.04(1) provides that "[t]he director may refer a
matter   to  a   district  committee   for   assistance in  the
investigation. A respondent has the duty to cooperate specified
in SCR 21.15(4) and 22.03(2) in respect to the district
committee. The committee may subpoena and compel the production
of documents specified in SCR 22.03(8) and 22.42."


                                          16
                                                                              No.     2012AP1949-D



deceit, or misrepresentation in order to serve his own interests

rather than the interests of his clients, Attorney Trewin had

again violated SCR 20:8.4(c).

       ¶23    With respect to the proper level of discipline, the

referee stated that he had considered Attorney Trewin's prior

disciplinary        history,          his     pattern       of     misconduct          in     this

proceeding,       prior       precedent,       this    court's         discussions       of    the

concept      of   progressive          discipline,         and    both      aggravating        and

mitigating factors.                The result of the referee's analysis was a

conclusion that Attorney Trewin was unfit to practice law in

this    state     and     a    recommendation         that       his   license        should   be

revoked.

       ¶24    The referee believed that, in light of the fact that

this court has described restitution as the payment of money,

see SCR 21.16(2m), monetary restitution would not be appropriate

here.     The referee agreed with the OLR that monetary restitution

is not readily ascertainable in this matter "[d]ue to the mess

that [Attorney Trewin] has created."
       ¶25    Under our longstanding standards for reviewing referee

reports in attorney disciplinary proceedings, we will affirm the

referee's findings of fact unless they are found to be clearly

erroneous, but we review the referee's conclusions of law on a

de novo basis.            In re Disciplinary Proceedings Against Inglimo,

2007 WI 126, ¶5, 305 Wis. 2d 71, 740 N.W.2d 125.                                 We determine

the     appropriate           level    of     discipline         to    impose        given     the

particular        facts       of   each     case,    independent         of    the     referee's
recommendation,         but        benefiting       from   it.         In   re      Disciplinary
                                                17
                                                                       No.       2012AP1949-D



Proceedings         Against     Widule,      2003 WI 34,        ¶44,   261 Wis. 2d 45,

660 N.W.2d 686.

       ¶26     Attorney       Trewin       challenges    most     of       the    referee's

conclusions of misconduct in his appeal.                         Although he claims

that he is challenging the referee's conclusions of law, many of

Attorney Trewin's appellate arguments are focused on criticizing

the way in which the referee viewed the facts of this case.

       ¶27     For example, Attorney Trewin contends that the referee

erred on Counts One, Five, and Fourteen in determining that he

had    violated       SCR 20:1.8(a),          which     prohibits      a     lawyer       from

entering       into    business      transactions        with    clients         except    in

certain specified circumstances.                   Attorney Trewin contends that

the "basic facts" regarding these alleged violations have been

undisputed         throughout       this     proceeding.         He    then       proceeds,

however, to describe the facts as he believes them to be rather

than as found by the referee.                  Specifically, he asserts, based

on his own testimony, that he put the terms of every transaction

into writing, gave that writing to the clients, and then advised
the clients through a separate conflict of interest document

that they had a right to seek independent counsel.                               He further

asserts that both R.V.S. and D.H. also testified that conflict

waivers were signed for every transaction.

       ¶28     The referee specifically discounted the oral testimony

in    this    respect.         He   agreed    with    Attorney      Trewin       that    both

R.V.S.       and   D.H.      gave   muddled,       contradictory,      and       unreliable

testimony      on     many    issues,      including     what    documents        they    had
signed.        Although Attorney Trewin claimed that he always had
                                              18
                                                                              No.       2012AP1949-D



clients sign conflict waivers (or consents), the referee noted

that    his        testimony        was      also       contradictory             and    that      he

acknowledged that he could not find conflict waivers for some

transactions and that he was not sure they were prepared for

other transactions.

       ¶29     Moreover,            the      referee             correctly         noted         that

SCR 20:1.8(a)            requires         written           notices       providing        certain

information to the client and then a written consent to the

transaction that is signed by the client.                               The referee concluded

that Attorney Trewin's self-serving testimony that his practice

after 2002 was always to provide written conflict waivers was

not    enough       to       demonstrate         that       he    had     complied       with    the

requirements            of    SCR 20:1.8(a)            on    a     substantial          number    of

transactions.

       ¶30     In addition, merely claiming that the clients always

signed conflict waivers does not establish what was in those

conflict waivers or that the contents of those waivers provided

all    of    the    required        information.                 The    referee     specifically
concluded       that         even   for     the        conflict         waivers     produced      by

Attorney Trewin, they did not contain an adequate explanation of

the    risks       of    entering         into    the       business       transactions          with

Attorney Trewin while continuing to be represented by him.

       ¶31     We find no basis to overturn the referee's findings of

fact regarding the conflict waivers, or lack thereof.                                      We also

agree with the referee's analysis that Attorney Trewin failed to

adequately consult with his clients about the risks attendant to
the transactions and the conflicts of interest and to prepare a
                                                  19
                                                                           No.     2012AP1949-D



sufficient         writing     containing          the     information           required       by

SCR 20:1.8(a).

       ¶32    Attorney Trewin also argues that the referee erred in

finding violations of former and current SCR 20:1.8(b) in Count

Six.     He focuses on the referee's reference to the fact that he

did not provide to the clients the normal safeguards that are

provided by commercial lending institutions to their customers.

Attorney Trewin further claims that he did, in fact, explain the

transactions to D.H. in a way he could understand.                               The referee,

however,      found    that     there    was       no    record   of     Attorney        Trewin

orally       discussing      with     D.H.     certain         matters     related        to    a

transaction.         The referee also found D.H. to be credible when he

testified that he was baffled by the transaction.

       ¶33    We     again     find     no    basis       to    overturn         any    of     the

referee's      factual       findings    with       respect     to    Attorney          Trewin's

transactions with Mr. and Mrs. H.                         Attorney Trewin's argument

focusing on the lack of banking safeguards misses the point of

the violation found by the referee.                       The crux of the violation
of SCR 20:1.8(b) was that Attorney Trewin used the information

he had gained from his representation of Mr. and Mrs. H. to

their disadvantage by engaging in a series of transactions that

ultimately led to Attorney Trewin owning their property.                                       We

conclude      that    Attorney        Trewin       did    violate      both       former       and

current SCR 20:1.8(b).

       ¶34    Attorney         Trewin        also        challenges        the         referee's

conclusions        that   he    violated       SCR 20:8.4(c)          on    Counts        Three,
Eight, Nine, and Fifteen.                His arguments in this regard again
                                              20
                                                                     No.     2012AP1949-D



rely in large part on his view of the facts surrounding various

transactions with each of the three client couples.                            Attorney

Trewin's arguments do not rise to the level of demonstrating

clear error in the referee's view of the relevant facts.

    ¶35     Attorney       Trewin    acknowledges           that    he     claimed     an

exemption from the transfer tax and did not pay any such tax to

the applicable government entity, but he still collected the

amount of the tax from Mr. and Mrs. H.                       He also acknowledges

that he did not return the money when he was confronted with

this discrepancy.          He attempts to excuse his act of collecting

money to which he was not entitled and then refusing to return

it by claiming that he was ultimately entitled to offset that

amount    against    the    amount     Mr.     and    Mrs.    H.    owed     him.      He

conveniently omits from his argument, however, that there was no

finding of fact that he did offset the amount he improperly

collected against their indebtedness or that he notified Mr. and

Mrs. H. of such an offset.             His after-the-fact excuse does not

convince   us     that   the    referee      erred    in    concluding       that    this
conduct violated SCR 20:8.4(c).

    ¶36     Attorney Trewin also contends that the referee erred

in concluding that he had violated SCR 20:8.4(c) when he had

Mr. and    Mrs.     H.   deed   over    their        land    to    him     despite   the

transaction failing to satisfy the Statute of Frauds and when

the value of their property exceeded what Attorney Trewin was

paying them for it.         We need not conduct a detailed analysis of

the Statute of Frauds.              Attorney Trewin acknowledges that he
testified to a value of the land that was in excess of what he
                                          21
                                                                        No.    2012AP1949-D



paid his clients for it.               He contends that the referee erred in

relying on this testimony because he did not say what someone

would have needed to do to the land to raise it to that value.

His     attempt    to     claim        that     his    valuation        testimony        was

conditioned       in   some    undisclosed          manner   is     unavailing.           We

conclude that there was sufficient evidence to conclude that

Attorney    Trewin      engaged        in      dishonesty,     deceit,         fraud,     or

misrepresentation       when      he    purchased      the   property         of   Mr.   and

Mrs. H.

      ¶37   His challenge to the violation found on Count Three

also is based on his view of what the evidence showed.                                   The

referee     determined         that         Attorney       Trewin       had        violated

SCR 20:8.4(c) by having Mr. and Mrs. V.S. deed a piece of their

land to him when there had been no meeting of the minds on the

overall transaction.           Attorney Trewin claims that the referee

should    have    found    a   meeting         of   the    minds    because        Mr.   and

Mrs. V.S. subsequently paid rent to him for that land, which was

consistent with his view that they had signed a "life lease" as
part of the transaction.           He ignores the referee's findings that

Mr. and Mrs. V.S. denied ever signing a "life lease" and that no

such document was ever produced or introduced into evidence.

Relying on one piece of evidence while ignoring other findings

of fact does not convince us that the referee erred in either

his findings of fact or his conclusion of law on this count.                              We

agree     with    the     referee's           conclusion     of     a    violation        of

SCR 20:8.4(c).


                                              22
                                                                            No.    2012AP1949-D



       ¶38    With   respect      to     the    finding          of     a     violation      of

SCR 20:8.4(c) on Count Fifteen regarding his purchase of the

Grosheks' property, Attorney Trewin again relies on his version

of what occurred.          He ignores the transaction documents he had

the Grosheks sign just before his license suspension was to take

effect in August 2004 and claims that they were represented by

separate     counsel      when   the   only     valid       transaction           took     place

later in the fall.          He disregards, however, the finding of the

circuit      court   in    the   civil    action          that    the       other    attorney

retained by the Grosheks acted merely as a scrivener.                               Moreover,

there is no dispute that Attorney Trewin did have the Grosheks

sign    sale      documents      in    August        at     a     time       when     he    was

characterizing the transaction to them in a manner that was

contradictory to what he was telling other people and that he

never made them aware at that time of the various stories he was

telling      to   others.        Whether        or    not        the    transaction         was

ultimately modified at a later date, there is no doubt that

Attorney      Trewin's     conduct     prior     to       his     suspension         violated
SCR 20:8.4(c).

       ¶39    Attorney      Trewin       also        challenges             the     referee's

conclusions that he interfered with the OLR's investigation by

attempting to persuade Mr. and Mrs. V.S. and Mr. and Mrs. H. to

withdraw their grievances and cease cooperating with the OLR.

The referee found, however, based on the testimony of R.V.S.,

that Attorney Trewin wanted him to sign a "waiver" that he would

not pursue a grievance against Attorney Trewin.                                   The referee
likewise found that Attorney Trewin persuaded Mr. and Mrs. H. to
                                          23
                                                                          No.        2012AP1949-D



sign a document stating their agreement to an amount owed to

Attorney      Trewin       even    though    they      did     not     know   whether       that

amount       was     accurate       or    inaccurate.             These       findings        are

sufficient to support the conclusion of improper interference

with an ongoing grievance investigation.

       ¶40    We do not find it necessary to address every claim and

argument by Attorney Trewin in this opinion.                            To the extent we

have not addressed arguments here, it is sufficient to say that

we have considered them and have rejected them.

       ¶41    We     now    turn    to    the    issue      of    the    proper       level    of

discipline.           We    conclude        that      the    revocation         of     Attorney

Trewin's license to practice law in this state is appropriate

and required.         Attorney Trewin was already put on notice of the

perils of engaging in transactions with clients in the Trewin I

disciplinary proceeding.                 He nonetheless continued to engage in

such transactions without meeting the very strict requirements

that   protect       clients       from    overreaching          by    more   sophisticated

attorneys.         Moreover, he used the knowledge he had gained from
handling       the     clients'          legal       matters      to     structure        those

transactions in a manner that ensured he would benefit and the

clients would not.                Those transactions ultimately resulted in

Attorney Trewin acquiring the clients' property and enriching

himself at their expense.                 It is clear that the public needs to

be protected from this type of conduct and that, as the referee

commented, Attorney Trewin is unfit to engage in the practice of

law in this state.


                                                24
                                                                     No.    2012AP1949-D



       ¶42    We do not include a restitution award in our order.

As noted by the OLR and the referee, there is not a basis in the

record of this proceeding to readily ascertain what amount of

money should be paid to the three client couples to make them

whole.

       ¶43    Finally, we impose the full costs of this proceeding

on Attorney Trewin.             Attorney Trewin has been found to have

engaged      in    multiple    counts    of       misconduct.       He     clearly    has

litigated this matter aggressively, which has necessitated the

expenses incurred by the OLR and the referee.                       Consequently, we

find no basis to depart from our general policy of imposing the

full     costs     on    an   attorney       who    has    been    found    guilty     of

misconduct.        See SCR 22.24(1m).

       ¶44    IT IS ORDERED that the license of Michael G. Trewin to

practice     law    in   Wisconsin      is    revoked,     effective       November    7,

2014.

       ¶45    IT IS FURTHER ORDERED that within 60 days of the date

of this order, Michael G. Trewin shall pay to the Office of
Lawyer Regulation the costs of this proceeding.

       ¶46    IT   IS    FURTHER   ORDERED         that   Michael G.     Trewin   shall

comply    with     the   requirements        of    SCR 22.26      pertaining    to    the

duties of a person whose license to practice law in Wisconsin

has been revoked.




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