Submitted June 7, 2017
Final Report by the Board on the Unauthorized Practice of Law
of the Supreme Court, No. UPL 13-08.
& Associates, L.L.C., and Jeffrey J. Fanger; and Eugene
P. Whetzel, Bar Counsel, for relator.
McNeal, Schick, Archibald & Biro Co., L.P.A., and Marilyn
J. Singer, for respondent.
1} On November 6, 2013, relator, Ohio State Bar
Association, filed a complaint with the Board of
Commissioners on the Unauthorized Practice of Law alleging
that Century Negotiations, Inc., engaged in the unauthorized
practice of law by conducting debt-settlement negotiations on
behalf of Ohio consumers.
2} The parties submitted agreed stipulations and
waived a formal hearing on May 8, 2015. Consistent with those
stipulations, the board found that Century Negotiations
engaged in the unauthorized practice of law by conducting
debt-settlement negotiations for over 3, 000 Ohio customers.
Because the company cooperated in relator's investigation
and the board proceedings, ceased operations in Ohio, and
further agreed not to engage in the unauthorized practice of
law in this state in the future, the board concluded that no
civil penalty was warranted. We adopt the board's
findings and recommendation and issue an injunction
prohibiting Century Negotiations, Inc., from engaging in
further conduct that constitutes the practice of law in Ohio.
3} Century Negotiations is a Pennsylvania
corporation that provides debt-resolution services to its
clients. From 2005 through 2015, those clients included 3,
056 Ohio consumers. The company is not and has never been
admitted to the practice of law in Ohio or any other state.
Indeed, "[a] corporation cannot lawfully engage in the
practice of law; nor can it do so indirectly through the
employment of qualified lawyers." Judd v. City Trust
& Savs. Bank, 133 Ohio St. 81, 12 N.E.2d 288 (1937),
paragraph two of the syllabus; see also Prof.Cond.R.
5.4(d)(1) through (3) (prohibiting a lawyer from practicing
in the form of a professional corporation or association
authorized to practice law for a profit if a nonlawyer is an
owner, director, or officer of the corporation, or has the
right to direct or control the professional judgment of the
4} Century Negotiations admitted that it rendered
legal services in Ohio to Ohio residents. Specifically, the
company stipulated that it provided advice and counsel to
Ohio consumers; negotiated, drafted, reviewed, and validated
settlement agreements on behalf of those consumers; validated
term agreements; and advised consumers as to the terms of
their credit contracts and subsequent settlement agreements
for the purpose of affecting the contractual relationship and
liability of those consumers with respect to their debts and
their respective creditors.
Negotiations, Inc., Engaged in the Unauthorized Practice of
5} The Supreme Court of Ohio has original
jurisdiction regarding admission to the practice of law, the
discipline of persons so admitted, and all other matters
relating to the practice of law in Ohio. Article IV, Section
2(B)(1)(g), Ohio Constitution; Royal Indemn. Co. v. J.C
Penney Co., Inc., 27 Ohio St.3d 31, 34, 501 N.E.2d 617
(1986). Accordingly, this court has exclusive jurisdiction to
regulate the unauthorized practice of law in Ohio.
Greenspan v. Third Fed. S. & L. Assn., 122 Ohio
St.3d 455, 2009-Ohio-3508, 912 N.E.2d 567, ¶ 16;
Lorain Cty. Bar Assn. v. Kocak, 121 Ohio St.3d 396,
2009-Ohio-1430, 904 N.E.2d 885, ¶ 16. The purpose of
that regulation is to "protect the public against
incompetence, divided loyalties, and other attendant evils
that are often associated with unskilled
representation." Cleveland Bar Assn. v.
CompManagement, Inc., 104 Ohio St.3d 168,
2004-Ohio-6506, 818 N.E.2d 1181, ¶ 40.
6} The unauthorized practice of law is the rendering
of legal services for another by any person not admitted or
otherwise certified to practice law in Ohio. Gov.Bar R.
VII(2)(A)(1). The unauthorized practice of law includes the
" 'preparation of pleadings and other papers
incident to actions and special proceedings and the
management of such actions and proceedings on behalf of
clients before judges and the courts.' " Land
Title Abstract & Trust Co. v. Dworken, 129 Ohio St.
23, 28, 193 N.E. 650 (1934), quoting People v.
Alfani, 227 N.Y. 334, 337-338, 125 N.E. 671 (1919).
"[T]he practice of law includes 'making
representations to creditors on behalf of third parties, and
advising persons of their rights, and the terms and
conditions of settlement.' " Cincinnati Bar
Assn. v. Telford, 85 Ohio St.3d 111, 113, 707 N.E.2d 462
(1999), quoting Cincinnati Bar Assn. v. Cromwell, 82
Ohio St.3d 255, 256, 695 N.E.2d 243 (1998). Therefore, it
follows that the unauthorized practice of law encompasses the
negotiation of collection claims on behalf of debtors.
See, e.g., Ohio State Bar Assn. v. Kolodner, 103
Ohio St.3d 504, 2004-Ohio-5581, 817 N.E.2d 25.
7} Here, Century Negotiations admitted that it
engaged in the unauthorized practice of law by negotiating
with creditors on behalf of Ohio residents in an attempt ...