Attorney Grievance Comm'n of Md. v. Kalarestaghi

• Docket Number: 48-2021
• Decision Date: 14 March 2023
• Parties: ATTORNEY GRIEVANCE COMMISSION OF MARYLAND v. ALI MANSOURI KALARESTAGHI
• Court: Maryland Court of Appeals

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ATTORNEY GRIEVANCE COMMISSION OF MARYLAND v. ALI MANSOURI KALARESTAGHI

No. 48-2021

Maryland Supreme Court

March 14, 2023

IN THE SUPREME COURT OF MARYLAND ^[*]

Argued: November 3, 2022

Circuit Court for Baltimore County Case No. C-03-CV-21-004062

Fader C.J., Watts, Hotten, Booth, Biran, Gould, Eaves, JJ.

OPINION

HOTTEN, J.

The Attorney Grievance Commission of Maryland, acting through Bar Counsel ("Petitioner"), filed with this Court a Petition for Disciplinary or Remedial Action (the "Petition") against Ali Mansouri Kalarestaghi ("Respondent") pursuant to Md. Rule 19721.^[1] Specifically, Petitioner charged Respondent with violating the following Maryland Attorneys' Rules of Professional Conduct ("MARPC"):^[2]

1. Rule 19-301.4(a)(1) and (b) (Communication) (1.4);

2. Rule 19-301.7 (Conflict of Interest - General Rule) (1.7);

3. Rule 19-301.8(a) (Conflict of Interest; Current Clients; Specific Rules) (1.8);

4. Rule 19-301.9(a) (Duties to Former Clients) (1.9);

5. Rule 19-301.16(a) (Declining or Terminating Representation) (1.16); and 6. Rule 19-308.4(a), (c), and (d) (Misconduct) (8.4).

Pursuant to Md. Rule 19-722(a),^[3] we referred the matter to the Circuit Court for Baltimore County and designated the Honorable Wendy S. Epstein (the "hearing judge") to conduct an evidentiary hearing and provide findings of fact and conclusions of law. After a two-day hearing on April 27 and 28, 2022, the hearing judge found clear and convincing evidence that Respondent violated the applicable MARPC as alleged in the Petition. Respondent filed numerous exceptions to the hearing judge's Findings of Fact and Conclusions of Law. This Court heard oral arguments on November 3, 2022.

For the reasons outlined below, we suspend Respondent from the practice of law for sixty days, but with the execution of that disposition stayed for a six-month period of probation, subject to the conditions that: (1) Respondent adhere to the MARPC and (2) complete a continuing legal education course ("CLE") on conflicts of interest or general ethics.

HEARING JUDGE'S FINDINGS OF FACT

We summarize and, where indicated, quote the hearing judge's findings of fact that have been established by clear and convincing evidence.

Background

Respondent was admitted to the Maryland Bar in December 2007. At all relevant times, Respondent maintained an office for the practice of law in Catonsville, Maryland. Respondent "focuses his practice on real estate and business law." As the hearing judge found:

In 2012, Respondent, his father, Mehdi Kalarestaghi (hereafter "Mr. Kalarestaghi"), and his brother Hossain Kalarestaghi, formed an entity named MAH Mountain, LLC ("MAH Mountain"), a family business created with the intention of purchasing one or two properties to redevelop them. The Respondent is a 30% owner of MAH Mountain. In 2012, MAH Mountain purchased a two-story multi-unit commercial retail property located at 6567 Baltimore National Pike, Catonsville, Maryland (the "Baltimore National Pike [P]roperty") with the purpose of leasing retail space to commercial tenants.

Respondent does not have a "specific role" or title at MAH Mountain, but testified that his position was akin to that of an attorney. In his capacity as an attorney for MAH Mountain, "Respondent drafted and negotiated leases for the temporary tenants who were in the property after they purchased it and then for any subsequent tenants when the renovations were completed."

Representation of Catonsville Eye

Peepers Family Eye Care ("Peepers") is an optometry practice owned and operated by Dr. Norman Fine and Dr. Erick Gray. Dr. Gray "focuses on the administrative aspects of the business[]" while Dr. Fine "focuses on patient care." Dr. Gray expanded Peepers' practice by opening roughly eight stores, including Catonsville Eye Associates, LLC ("Catonsville Eye"). In this capacity, Dr. Gray has experience with commercial leases but always used his own attorney to review each lease.

In February 2012, Catonsville Eye leased a commercial space on Rolling Road in Catonsville ("Rolling Road"). The lease was originally set to expire in September 2017 however, Catonsville Eye executed an addendum extending the lease to December 2017. In 2016, Drs. Gray and Fine sought to relocate Catonsville Eye. In December 2016, Drs. Gray and Fine saw an advertisement for available commercial rental space at the Baltimore National Pike Property, which, at the time, was under construction. Dr. Gray subsequently called the number listed on the advertisement and spoke with Mr. Kalarestaghi.

Respondent, Dr. Gray, Dr. Fine, and Mr. Kalarestaghi met in December 2016 "to discuss the possibility of Catonsville Eye leasing space from MAH Mountain." Respondent introduced himself as Mr. Kalarestaghi's son and attorney but neglected to inform Drs. Gray and Fine that he owned a thirty-percent interest in MAH Mountain. During the meeting, Drs. Gray and Fine informed Respondent and Mr. Kalarestaghi about their current lease at the Rolling Road location:

[A]lthough they were interested in the Baltimore National Pike [P]roperty, their Rolling Road lease ran through December 2017 and they could not afford to pay rent at two locations at the same time. Not having to pay two rents was of great importance to Dr. Gray.

Mr. Kalarestaghi "offered to have the Respondent review the Rolling Road lease to determine whether the lease could be terminated before December 31, 2017[,] without liability." Catonsville Eye thereafter provided Respondent a copy of its Rolling Road lease and amendment for review. Dr. Gray hoped to break the lease, suggesting to Respondent that "Catonsville Eye could [] let the landlord keep its security deposit and then walk away from the lease."

Respondent and Dr. Gray continued their conversations and negotiations over email. Respondent and Dr. Gray exchanged five emails on December 6, 2016, "confirming that a discussion, or some discussions, took place . . . about leasing a space at the Baltimore National Pike [P]roperty, and confirming the in-person meeting[.]" The first email from Respondent to Dr. Gray, provided:

Hello Erick!

It was great to meet you today. We tried to get into the terms you mentioned during our meeting. Here is what we are proposing:

-4 months of security deposit in lieu of personal guarantee subject to review of tenant's financials

-5 year lease with two 5 year options to renew

-4% annual increases

-$4,250/month NNN

-Tenant Space B as marked on the attached floor-plan.

-Lease and rental commencement date-February 1

-Signage: Tenant sign on storefront above space, one sign on the side of the building, and space on pylon.

-Brokers: none

Our practice is to have a $1,000 non-refundable deposit once we reach an agreement on terms. That deposit gets applied toward the security deposit. Once we have that, we prepare a lease.

Please let me know if you have any questions! Ali The fifth and final email exchanged on December 6, from Dr. Gray to Respondent, read as follows:

When do you truly expect to get your U and O[?] My lead time on cabinetry is 4 months[.] Assuming I had my attorney review the lease. And we both acted quickly. Realistically a final lease would be signed mid January. Architecturally plans will take some time even if I absorbed the risk of expense based on good faith . . . I too do believe your location represents a much better location. I appreciate the quality of appearance and the small business retail compassion. Obviously and fairly I'm looking for rent commencement within 15 days of opening, understanding I'm giving by paying architect fees to expedite my opening. I will make a business decision by Monday at the latest assuming your agreeable to the timing. Thanks Erick[.]

On December 17, 2016, Respondent emailed Drs. Fine and Gray about the Rolling Road lease and amendment:

Hello Gentlemen!

I have read over the two attached documents (the lease dated February 28, 2012 and First Amendment dated September 21, 2012). From my understanding, the lease term started March 1, 2012 and went for 5 years and 6 months. Although the amendment specifies what the rent will be from January 1, 2017 to December 31, 2017, I did not see anything that extended the term.

Therefore, it would be our position (this is legal advice, it is subject to attorney-client privilege, I cannot even share this review with my father, although you can) that you are obligated to stay at the Rolling [R]oad location through August 31, 2017. Although the amendment is specifying what your rent would be after that date, I do not see an agreement or provision anywhere that extends the original term from August 31, 2017 to December 31, 2017.

According to Section 21.01 of the lease, it is my understanding that you have placed a security deposit of $9,520.00 with the Landlord. If the base monthly rent in 2017 will be $5,518.14, the security deposit would cover less than two months of rent (most of July and all of August of 2017).

The problem with your idea however (of applying your security deposit to the last two months) is that doing so without an agreement in place (an agreement with your current landlord) would put you in violation of the lease terms. The best way to address this would be for us to send a letter to the Landlord putting them on the defensive and offering a compromise or settlement (namely, ideally, an early termination, and an agreement to apply the security deposit to the remaining rent).

In my very experienced legal opinion, the Landlord has ZERO basis for claiming that your lease ends December 31, 2017. Unless there is a document that I have not been provided, your lease ends August 31, 2017.

Please let me know if you have any questions. Thank you both!

(Emphasis added). By email dated ...