An intertwining of business partnership and an attorney-client relationship had led to a proposed two-year suspension by the California State Bar Court Review Department

Roshan simultaneously agreed to represent Solheim in Badboy v. Solheim and to become her business partner. As to the business partnership, Roshan failed to ensure that the partnership’s terms were fair and reasonable or obtain Solheim’s informed written consent, and he did not reduce their oral agreement to writing. Over a year after he and Solheim began working together, he surprised Solheim with agreements, some backdated by months, which contained terms that were contrary to her understanding of their partnership and which clearly favored Roshan over her. Further, he did not explain the terms and forced her to sign the agreements without letting her review the documents in advance. As to his attorney-client relationship with her, his use of the Consent and Waiver was improper because it failed to disclose all the terms necessary for Solheim’s informed written consent to the relationship. It was also an improper attempt for him to limit his professional malpractice liability to her.

The client and her case

In 2006, Brenda Solheim created Servisensor, a device designed for restaurants that would allow customers to signal when they need wait staff. In November 2013, Solheim paid Jay Leopardi, owner of Who’s Big, LLC (Who’s Big), $35,000 to develop application software (App) for smart phones using her Servisensor ideas. Leopardi paid Christian Romero, a subcontractor, to work on developing the App. In 2014, the Servisensor App was developed but exhibited technical difficulties. In March 2015, Solheim contacted Leopardi and Romero to request a refund of the $35,000, which they refused to provide.

The relationship 

First, Roshan would serve as Solheim’s attorney in the contract dispute with Leopardi and Romero. Second, Roshan and Solheim would enter into a partnership to develop the Servisensor App. In an email Roshan sent the day after their meeting, he differentiated between tasks he would perform on the “legal side of things” and those on the “business development side.”

The review department on sanction

Roshan committed multiple acts of misconduct, the gravamen being the unfair business dealings and breach of his fiduciary duties to his client for his self-interest, including his overreaching in attempting to obtain control of his client’s intellectual property. His attempt to also have her pay him for the dubious value he brought to the partnership and his deceitful conduct toward an unrepresented defendant are particularly distasteful. While this disciplinary proceeding is his first, Roshan’s actions demonstrate a complete violation of the faith and confidence that his
client placed in him, which, along with our conclusion that his aggravation evidence outweighs his mitigation evidence, clearly merit a two-year actual suspension under our case law and as recommended by the hearing judge. We conclude this discipline is necessary to protect the public, the courts, and the legal profession. Additionally, as required by standard 1.2(c)(1) given our recommendation of two years’ actual suspension, Roshan must provide proof of his rehabilitation, fitness to practice, and learning and ability in the general law before he returns to practice.

The recommendation is for a three-year suspension with two-years served on three years probation on reinstatement. (Mike Frisch)