Return Of The Chief
The Ohio Supreme Court has reinstated an attorney suspended for practicing after a suspension imposed as a result of failure to register with the Bar and take required continuing legal education.
…the panel found that by continuing to perform his job duties as the chief legal officer for Clopay Corporation, Troller continued to practice law for six years after his license was suspended by this court…
Troller was hired by the Clopay Corporation as senior corporate counsel in 1999 and had no other clients during his employment. From April 2002 to April 2012, he served as the chief legal officer and secretary of the company and used the title “chief legal officer” on his stationery and business cards. A January 16, 2012 document signed by Clopay’s board of directors designates Troller as vice president and secretary—deleting the board’s earlier reference to him as chief legal counsel—but Troller testified that he held the title of chief legal officer until April 2012.
Although Troller never signed pleadings or appeared in court proceedings on behalf of Clopay, the parties have stipulated that after he was suspended, he held himself out as being authorized to practice law and actually engaged in the practice of law in at least three respects: (1) working with outside counsel on pending litigation matters, (2) negotiating and drafting contracts on behalf of the company, and (3) advising human-resources personnel regarding the termination of employees. During his cross-examination at the panel hearing, Troller was hesitant to admit that his work constituted the practice of law, but on further questioning, he admitted that he had been practicing law.
Troller stipulated that during his suspension (and while he continued to hold himself out as chief legal counsel), he hired and managed outside legal counsel, talked to counsel about the progress of cases, discussed how to proceed, challenged outside counsel’s plans, and helped the company decide how to resolve cases. He admitted that he and the company’s outside counsel discussed discovery proceedings, issues that arose with answers or complaints that were to be filed in court, depositions, and settlements. He also testified that he had managed the company’s legal-department employees. In 2006 and 2007, Troller supervised another attorney who was a full-time employee of the corporation. Together they managed the corporation’s contracts, human-resources, and litigation issues. And from 2009 to 2012, he worked on the company’s legal issues with a part-time attorney who served as outside counsel.
The original sanction required he be
suspended from the practice of law in Ohio for two years, with six months stayed on the conditions that he (1) extend his OLAP contract for two and a half years beyond the date of this court’s final order in this matter and remain in compliance with its terms, (2) within 30 days of the date of this order, pay the applicable attorney-registration fees for the 2005-2007 biennium and the three subsequent bienniums during which he practiced law without a license, and (3) engage in no further misconduct. On applying for reinstatement to the practice of law, he must, in addition to demonstrating that he has satisfied the general requirements of Gov.Bar R. V(10)(A), submit a letter from OLAP or a qualified mental-health professional approved by OLAP stating that he is capable of returning to the competent, ethical, and professional practice of law.
(Mike Frisch)