Attorney Grievance Commission v. Saridakis

The Attorney Grievance Commission (“Petitioner”), acting through Bar Counsel, filed with this Court on 27 July 2006 a Petition for Disciplinary or Remedial Action (the “Petition”) against Anthony Alex Saridakis (“Respondent”) alleging violations of the Maryland Rules of Professional Conduct (“MRPC”) in connection with his preparation of a will on behalf of an unrelated, long-time client, Wylette Speed, in which he was named the beneficiary of a substantial bequest (in excess of $400,000.00). Respondent was charged accordingly with violations of MRPC 1.8(c) (Conflicts of Interest: Current Clients)1 and 8.4(d) (Misconduct).2

I. Procedural History

Respondent answered the Petition, admitting most of the factual allegations therein, but denying those averments concluding that his actions constituted violations of the MRPC. *419Pursuant to Maryland Rule 16-752(a),3 we referred the matter to the Honorable Joseph A. Dugan, Jr., of the Circuit Court for Montgomery County, to conduct an evidentiary hearing and render findings of fact and recommended conclusions of law according to Maryland Rule 16-757(c).4 Following an evidentiary hearing, Judge Dugan filed on 1 February 2007 his written findings of fact and conclusions o f law, which stated his determination that Respondent did not commit the ethical violations alleged. Petitioner filed timely with this Court its Exceptions to the Findings of Fact and Conclusions of Law. Were Petitioner’s Exceptions well-taken, it recommended a sanction of indefinite suspension. Respondent filed a Response to those exceptions and urged dismissal of the Petition.

II. The Hearing Judge’s Findings of Fact and Conclusions of Law

Respondent was admitted by the Court of Appeals and to the District of Columbia Bar in 1974. Respondent, since then, remains a member in good standing in both jurisdictions. After being employed for several years with the United States Department of State, and later engaged in private practice, Respondent became associated in 1983 with the law firm of DeOrsey & Thompson (“the Firm”). Since 1991, he has been *420the only lawyer practicing under the Firm name.5 His practice focuses mainly on estate planning, probate and trust administration, and taxation.

When Respondent joined DeOrsey & Thompson in 1983, the Firm had a pre-existing business client named Speed & Briscoe, which operated truck stops along the Interstate 95 corridor. Mr. Speed and Mr. Briscoe, the partners of the business, were close friends. Mr. Lee Speed and his wife, Wylette, the testatrix, did not have any children. Mr. and Mrs. Briscoe had one child, Lee Speed Briscoe. Lee and Wylette were the godparents of the Briscoes’ child. Mr. Speed passed away in 1975, leaving a trust estate in favor of his wife. American Security and Trust Company was designated as the trustee. Because Wylette’s husband had relied on DeOrsey & Thompson for his legal services, Wylette entrusted Respondent, as an associate of the Firm, to represent her legal interests.

Wylette had no immediate family in close proximity to her residential condominium unit in Bethesda, Maryland. Her only relatives consisted of a sister in ill health residing in Baltimore and a niece who lived in Ohio. Her primary social contacts thus were with her trust officers, Marny McCain and her husband, Robert McCain; her godson, Lee Speed Briscoe; and Respondent. Respondent visited with Wylette on a regular basis throughout his legal representation of her. Although Mrs. Speed was a quiet person, and generally kept to herself, she demonstrated a strong will and keen ability to participate in the decision-making process concerning recommendations made to her by the trust officers and Respondent.

In the late 1980s, Respondent drafted several wills for Wylette, at her request. She also executed a general power of attorney in favor of Respondent and named him as her health care agent. As a result, Respondent exercised control over all of her financial and real estate matters. The hearing judge in *421the present case determined that Wylette was satisfied with Respondent’s work and reposed a great deal of trust in him as her attorney.

In 1992, Wylette suffered a debilitating stroke. Respondent came to visit Wylette at least once during her stay at Suburban Hospital to bring her clothes, and on one other occasion to facilitate her transfer to a nursing home. Respondent visited Wylette frequently at the first nursing home and undertook to research a more suitable place for her after she complained of her accommodations. As a result of Respondent’s efforts, Mrs. Speed was transferred to a facility that paid closer attention to her wants and needs. While in these quarters, Respondent visited Wylette several times a month and continued to manage her trust, estate, and tax matters, in addition to serving as the “family member” at all meetings with the nursing home staff, where her medical care and therapy were discussed and evaluated.

After several months in the new nursing home, Wylette repeated her request, made once previously while in the first nursing home, that Respondent draft for her a new will that, for the first time, would include Respondent as a beneficiary of her residuary estate. Respondent reviewed the bequests with her and advised her that he did not feel comfortable composing a will in which he was a beneficiary. Wylette, however, was adamant about her wishes, so Respondent told her that she should consult with another attorney because of his concerns about preparing such a will. Mrs. Speed responded that she did not know any other attorneys because of her long-standing reliance on the Firm and Respondent. She asked Respondent to locate another attorney in order to carry out her desired disposition. In the meantime, Wylette informed her godson, Lee Speed Briscoe, of her proposed bequest to Respondent. Her godson reacted to this news as a natural and reasonable decision, given his awareness of the close relationship she had with her attorney.

Respondent prepared the will according to Wylette’s instructions and consulted with an experienced estates and *422trusts attorney, Richard Lawlor, who shared office space with Respondent, for the purpose of reviewing the will with Wylette and gauging her competence. Lawlor and Respondent came to know one another initially while representing independent clients in an estate matter in 1988. Several years later, DeOrsey & Thompson relocated its offices into an office suite in Silver Spring, Maryland, shared by the firm for which Lawlor was working. From 1990 until 1995, the firms maintained separate leases for the office suite, but shared a receptionist and a conference room. The firms did not, however, share clients and maintained distinct law practices.

Lawlor agreed to meet with Wylette Speed. On the appointed day of 13 May 1994, Lawlor and Respondent traveled separately to Wylette’s nursing home. Respondent introduced Lawlor to Wylette and explained the terms of the will he drafted at her request. He then explained to Wylette that Lawlor was going to serve as her attorney for the day in order to discuss and, if necessary, modify the will. Respondent then left the room for Wylette and Lawlor to consult privately. Lawlor, according to the available evidence, conversed generally with Mrs. Speed, which allowed him to form the opinion that she was of sound mind and competent to execute a will. Next, Lawlor reviewed all of the items contained in the will drafted by Respondent and verified Wylette’s donative intent as to each item, including the bequest to Respondent. Because Mrs. Speed was unable to sign her own name—a disability stemming from her stroke—she executed the will by marking an “X” on the signature line. This mark was accompanied by a jurat6 prepared by Lawlor, intended to verify that he witnessed Wylette Speed execute the will.

*423The hearing judge concluded that Lawlor “acted as independent counsel to Wylette.” As principal support for this conclusion, Judge Dugan relied on a three-page, typed memorandum, prepared by Lawlor immediately following the meeting, relating to his consultation with Wylette at the nursing home on 13 May 1994. This memorandum was the source of Lawlor’s recount of what transpired between he and Mrs. Speed. Lawlor also opened a client file for Wylette, noted the nature of his representation as “estate planning consultation,” and prepared a bill for his services. Lawlor addressed the bill to Wylette, which ultimately was forwarded to Respondent so that it could be paid from Mrs. Speed’s trust assets. Wylette was apprised of this arrangement and consented.

Wylette Speed died on 6 April 2000. Respondent, in his capacity as personal representative for Mrs. Speed, made the appropriate filings to administer her estate. Among the documents submitted for probate was a “First and Final Account,” which listed all bequests, including the residuary bequest in favor of Respondent in the amount of $413,281.00, out of a gross estate of $3,548,410.00. The account was approved by the Circuit Court for Montgomery County, sitting as the Orphan’s Court.

The hearing judge in the present case accepted as an expert witness in the field of legal ethics, Professor Abraham Dash of the faculty of the University of Maryland School of Law. The judge’s findings stated that “Professor Dash’s opinion, which was accepted in full by this Court, is that Respondent did not violate Rule 1.8(c) of the Maryland Rules of Professional Conduct in 1994.”7 The witness concluded that *424Lawlor was a truly independent attorney for Wylette, thus satisfying the purpose inherent in MRPC 1.8(c) of affirming the donor’s donative intent. The hearing judge also was persuaded by the character witnesses who vouched for the professional integrity of both Respondent and Lawlor. Judge Dugan also found persuasive that the Complainant in this disciplinary matter, Wylette Speed’s niece in Ohio, was aware of both the relationship between her aunt and Respondent and the residuary bequest, but failed to challenge the gift as the result of undue influence while the will was in probate. This delay, in Judge Dugan’s opinion, prejudiced Respondent because Lawlor’s independent recollection of events had diminished over time.

Accordingly, the hearing judge concluded that Respondent did not exert undue influence over Wylette Speed with regard to her making a residuary bequest to him in her will. Further, Respondent did not violate MRPC 1.8(c) because Lawlor served as Wylette’s independent counsel in his consultations with her regarding the gift to Respondent. As a natural incident to that conclusion, there was no violation of MRPC 8.4(d). Respondent’s Motion to Dismiss, based on the equity principle of laches, however, was denied because Bar Counsel was not responsible for the delay (attributable to the Complainant in making Bar Counsel aware of the matter) in prosecuting the charges against Respondent.

III. Standard of Review

This Court conducts an independent review of the record and generally accepts a hearing judge’s findings of fact unless we determine that they are clearly erroneous. Attorney Grievance Comm’n v. Lee, 390 Md. 517, 524, 890 A.2d 273, 277 (2006); Attorney Grievance Comm’n v. Guida, 391 Md. 33, 50, 891 A.2d 1085, 1095 (2006); Attorney Grievance Comm’n v. Stolarz, 379 Md. 387, 397, 842 A.2d 42, 47 (2004); Attorney Grievance Comm’n v. Culver, 371 Md. 265, 274, 808 A.2d 1251, 1256 (2002); Attorney Grievance Comm’n v. Harrington, 367 Md. 36, 49, 785 A.2d 1260, 1267 (2001) (“The ‘hearing court’s findings of fact are prima facie correct and will not be *425disturbed unless they are shown to be clearly erroneous.’ ”) (internal citations omitted); see also Md. Rule 16-759(b)(2)(B) (“This Court shall give due regard to the opportunity of the hearing judge to assess the credibility of witnesses.”).

As to the hearing judge’s conclusions of law, this Court has the ultimate authority to decide whether a lawyer has violated the MRPC and, thus, reviews the hearing judge’s conclusions of law on a de novo basis. Attorney Grievance Comm’n v. Mahone, 398 Md. 257, 265-66, 920 A.2d 458, 463 (2007); Harrington, 367 Md. at 49, 785 A.2d at 1267-68 (citing Attorney Grievance Comm’n v. Garland, 345 Md. 383, 392, 692 A.2d 465, 469 (1997); Attorney Grievance Comm’n v. Shaw, 354 Md. 636, 646, 732 A.2d 876, 881 (1999); Attorney Grievance Comm’n v. Breschi, 340 Md. 590, 599, 667 A.2d 659, 663 (1995)); see also Md. Rule 16—759(b)(1).

Bar Counsel, as petitioner in this case, bears the burden of proving a violation of the MRPC by clear and convincing evidence, while the respondent attorney only bears the burden of proving an affirmative defense and/or matters of mitigation by a preponderance of the evidence. Guida, 391 Md. at 50, 891 A.2d at 1095 (applying Md. Rule 16—757(b)). “Clear and convincing evidence must be more than a mere preponderance but not beyond a reasonable doubt.” Attorney Grievance Comm’n v. DiCicco, 369 Md. 662, 681, 802 A.2d 1014, 1025 (2002).

IV. Exceptions Filed by Petitioner

Petitioner in this case challenges Judge Dugan’s conclusion that MRPC 1.8(c) was not violated and, incidentally, protests the hearing judge’s refusal to find a violation of MRPC 8.4(d). With the exception of Judge Dugan’s purported factual finding that Lawlor served as independent counsel to Wylette Speed, Petitioner does not impugn in its Exceptions the hearing judge’s findings of fact. Petitioner focuses its exception on the legal conclusions drawn by the hearing judge that Lawlor actually was independent of Respondent when he consulted with Mrs. Speed about her will. Based on our *426independent review of the record and findings of fact, we conclude that Respondent violated MRPC 1.8(c) and 8.4(d).

A. MRPC 1.8(c)

The version of MRPC 1.8(c) in effect at the time of the conduct giving rise to the alleged violations required that a client be represented by independent counsel with respect to any substantial bequest or gift the client sought to confer on a lawyer who was preparing the will containing the gift. See supra note 1. Because we disagree with the hearing judge’s conclusion that Lawlor sufficiently was possessed of the appearance of independence in his role of consulting -with Wylette Speed as to the residuary bequest to Respondent, we shall sustain Petitioner’s exception to the conclusion that MRPC 1.8(c) was not violated.

Petitioner relies principally on our interpretation of MRPC 1.8(c) expressed in Attorney Grievance Comm’n v. Stein, 373 Md. 531, 819 A.2d 372 (2003).8 In Stein, we said that “[t]he independent counsel required by the Rule must be truly independent—the requirement of the Rule may not be satisfied by consultation with an attorney who is a partner of, shares space with, or is a close associate of the attorney-drafter.” 373 Md. at 537-38, 819 A.2d at 376 (emphasis added). Petitioner, building on this language, argues that an attorney who shares space with the attorney-drafter of the will should not qualify as independent counsel to the donor client. In this regard, Bar Counsel reminds us of the office suite, conference room, and receptionist shared by Lawlor and Respondent. As a result of this “critical mass” of shared space and resources, Petitioner contends that, under Stein, it should be clear that Lawlor should not have been perceived as sufficiently independent of Respondent for the purpose of the Rule.

*427Respondent cries foul at Bar Counsel’s reliance on Stein as an unfair retrospective application of law. Stein was filed in 2003, approximately nine years after the series of events unfolded that are the factual predicate of the instant disciplinary action. We are unpersuaded by Respondent’s “retrospectivity” argument.

We stated previously that, when setting forth and applying the law with regard to the interpretation of a statute or rule in a certain case, the pronouncement of the law offered in that case is viewed generally as what has always been the law, albeit unannounced until that case. Am. Trucking Ass’ns, Inc. v. Goldstein, 312 Md. 583, 591, 541 A.2d 955, 958 (1988) (“In the overwhelming majority of cases, a judicial decision sets forth and applies the rule of law that existed both before and after the date of the decision.”). Because the interpretation given in Stein had been the law, its application to facts arising before the interpretation was articulated is a proper and fair retrospective application of the law. A retrospective application of the law, on the other hand, may be improper or unfair where “a court overrules a prior interpretation of a constitutional or statutory provision, and renders a new interpretation of the provision.” Goldstein, 312 Md. at 591, 541 A.2d at 959. This is otherwise known as a “clear break,” where a completely new interpretation of a rule replaces an older, well-established interpretation of that rule. Warrick v. State, 108 Md.App. 108, 113, 671 A.2d 51, 53 (1996) (citing Griffith v. Kentucky, 479 U.S. 314, 324-25, 107 S.Ct. 708, 714, 93 L.Ed.2d 649 (1987)).

It is clear to us that no “clear break” occurred when Stein announced this Court’s interpretation of MRPC 1.8(c) to require independent counsel not be partners of, share space with, or be close associates of the attorney drafting a will in which he is a substantial beneficiary. There was no departure from a widely-held prior interpretation of the Rule. Rather, Stein set forth an interpretation of the independent counsel requirement in MRPC 1.8(c), based on its language and intent. Stein’s interpretation of the Rule does not become a “clear *428break” simply because it was rendered upon a set of facts not yet encountered by an appellate court until that time. See Goldstein, 312 Md. at 591, 541 A.2d at 959 (quoting Potts v. State, 300 Md. 567, 577, 479 A.2d 1335, 1341 (1984)) (“In this usual situation, ‘where a decision has applied settled precedent to new and different factual situations, the decision always applies retroactively.’ ”).

Respondent also argues that the facts in Stein are readily distinguishable from those in the present case. Be that as it may, Stein’s legal analysis and interpretation of MRPC 1.8(c), which is the only portion of Stein relied upon by this Court in the case now before us, was not necessarily fact-driven. The legal interpretation of “independent counsel” offered in Stein focused on the Rule, rather than the facts that gave rise to the need in Stein to interpret the Rule. For the same reason that retrospective application of Stein here is not an improper one, the factual distinctions between Stein and this case are immaterial to our legal analysis of what the Rule requires. Accordingly, we are unmoved at this juncture by the factual distinctions urged by Respondent, though these distinctions will return to play an important role in our consideration of what sanction is appropriate.

It is evident from the record that Respondent endeavored to comply with MRPC 1.8(c). Judge Dugan found that Respondent recognized the ethical quandary created by Wylette Speed’s desire to include a bequest to him in the will she asked that he prepare. Respondent even expressed to Wylette his wariness about preparing a will containing a gift to him and suggested finding another attorney to draft the will as she wanted it. The record reflects that Wylette responded by asking Respondent to find another attorney for her because she was not in a position to do so. Respondent’s misstep, in attempting to comply with MRPC 1.8(c), came when he recruited a friend and office suite co-tenant, Richard Lawlor, to fulfill the role as independent counsel to Mrs. Speed. While that choice may have been blessed with the virtues of convenience and competence on Lawlor’s part, it lacked consideration of the nuance of how the perception of closeness *429might be viewed as undermining the independence requirement of the Rule. That is not to say that, on this record, Mr. Lawlor failed to discharge properly his duty as Mrs. Speed’s special counsel. The record reflects that Lawlor consulted with Wylette in a manner in which independent counsel would be expected to do. That notwithstanding, Respondent’s choice for independent counsel may not have appeared sufficiently independent to a member of the public aware of the connection between Respondent and Lawlor and knowing the other material background facts.

Accordingly, we believe that Respondent sacrificed adherence to the spirit of MRPC 1.8(c) in his nonetheless good faith attempt to satisfy the letter of the Rule. See Attorney Grievance Comm’n v. Fezell, 361 Md. 234, 254-55, 760 A.2d 1108, 1119 (2000). The Maryland Rules of Professional Conduct sometimes call upon attorneys to make nuanced ethical determinations, and, as a result, there may be occasions where attorneys expose themselves to some ethical second-guessing, even in their honest efforts to honor their known ethical duties. We cannot look away from a violation of the Rule at the expense of the principles and spirit undergirding it solely because an attorney made a good faith effort at compliance.9 The Preamble to the MRPC, entitled “A Lawyer’s Responsibilities,” touches on this concern: “The Rules of Professional Conduct prescribe terms for resolving [ethical] conflicts. Within the framework of these Rules many difficult issues of professional discretion can arise. Such issues must be resolved through the exercise of sensitive professional and moral judgment guided by the basic principles underlying these Rules.” We conclude that Respondent failed to apply properly all of the principles underlying MRPC 1.8(c) and created the potential for the appearance of impropriety, in a situation where he stood to benefit significantly by his client’s intended *430gift, by retaining, as counsel, an attorney with whom he shared office space, professional resources, and a personal relationship. A reasonable member of the public could well look askance at such an arrangement and suspect that collusion could have taken place.10 This appearance of impropriety is enough to constitute a violation of the Rule.11 Attorney Grievance Comm’n v. Hines, 366 Md. 277, 293, 783 A.2d 656, 665 (2001) (quoting Attorney Grievance Comm’n v. Kent, 337 Md. 361, 382, 653 A.2d 909, 919 (1995)) (“In order to maintain public confidence in the legal system, lawyers must avoid not only actual acts of misconduct but even the type of behavior that can suggest misconduct.”). Accordingly, we sustain Petitioner’s exception to Judge Dugan’s recommended conclusion that Respondent did not violate MRPC 1.8(c).

*431 B. MRPC 84(d)

Respondent’s actions, which created an appearance of impropriety, necessarily constitute “conduct that is prejudicial to the administration of justice.” MRPC 8.4(d). We said in Stein:

We view the violation [of MRPC 1.8(c) ] as a most serious one. There are many potential dangers inherent in an attorney drafting a will in which he or she is the beneficiary.... [Among some of the dangers are] the undermining of the public trust and confidence in the legal profession

373 Md. at 538, 819 A.2d at 376 (emphasis added). We have stated on numerous occasions that when the public’s confidence in the judicial system is harmed by the occasion of attorneys violating their professional responsibilities, the administration of justice is harmed equally. Attorney Grievance Comm’n v. Kapoor, 391 Md. 505, 532, 894 A.2d 502, 518 (2006); Attorney Grievance Comm’n v. Reinhardt, 391 Md. 209, 222, 892 A.2d 533, 540 (2006) (“Behavior that may seriously impair public confidence in the entire profession, without extenuating circumstances, may be conduct prejudicial to the administration of justice.”); Attorney Grievance Comm’n v. Painter, 356 Md. 293, 306, 739 A.2d 24, 32 (1999) (holding that MRPC 8.4(d) is violated when an attorney engages in conduct which undermines public confidence in the legal profession); Attorney Grievance Comm’n v. Richardson, 350 Md. 354, 368, 712 A.2d 525, 532 (1998) (“We have ... recognized that conduct that impacts on the image or the perception of the courts or the legal profession, and that engenders disrespect for the courts and for the legal profession may be prejudicial to the administration of justice. Lawyers are officers of the court and their conduct must be assessed in that light.”) (citation omitted); see also Rheb v. Bar Ass’n of Baltimore City, 186 Md. 200, 205, 46 A.2d 289, 291 (1946). Specifically, violations of MRPC 1.8(c) are detrimental to public confidence in the legal system. See Attorney Grievance Comm’n v. Lanocha, 392 Md. 234, 244, 896 A.2d 996, 1002 (2006) (citing Stein, 373 Md. at 543, 819 A.2d at 379).

*432Accordingly, we sustain Petitioner’s exception to Judge Dugan’s conclusion that there was no violation of MRPC 8.4(d).

V. Sanction

Maryland Rule 16-759(c) provides that “[t]he Court of Appeals may order (1) disbarment, (2) suspension, (3) reprimand, (4) inactive status, (5) dismissal of the disciplinary or remedial action, or (6) a remand for further proceedings.” Petitioner posits that Respondent’s action are substantially the same as those in Stein, and recommends accordingly that Respondent be suspended indefinitely from the practice of law. While Respondent argues that Stein is distinguishable, he has not offered any recommendations as to an appropriate sanction. Instead, he urges dismissal of the Petition.

We concluded that Respondent violated MRPC 1.8(c) and 8.4(d). “The sanction for a violation of the Maryland Rules of Professional Conduct depends on the facts and circumstances of each case, including a consideration of any mitigating factors.” Reinhardt, 391 Md. at 223, 892 A.2d at 541 (citing Attorney Grievance Comm’n v. Zuckerman, 386 Md. 341, 375, 872 A.2d 693, 713 (2005)); Attorney Grievance Comm’n v. Atkinson, 357 Md. 646, 656, 745 A.2d 1086, 1092 (2000) (“In addition to the facts underlying the misconduct, the attorney’s prior grievance history, as well as any mitigating factors are part of the equation.”).

We stated previously that

[t]he primary purpose in imposing discipline on an attorney for violation of the Rules of Professional Conduct is not to punish the lawyer, but rather to protect the public and the public’s confidence in the legal profession. Attorney Grievance Comm’n v. Powell, 369 Md. 462, 474, 800 A.2d 782, 789 (2002). Disciplinary proceedings also are aimed at deterring other lawyers from engaging in similar conduct. [Powell, 369 Md. at 474-75, 800 A.2d at 789]. The purpose, however, “is not to punish the lawyer or to provide a basis upon which to impose civil liability.” Attorney Grievance *433Comm’n v. Monfried, 368 Md. 373, 394, 794 A.2d 92, 104 (2002). When this Court imposes a sanction, it protects the public interest “because it demonstrates to members of the legal profession the type of conduct which will not be tolerated.” Attorney Grievance Comm’n v. Mooney, 359 Md. 56, 96, 753 A.2d 17, 38 (2000).

Stein, 373 Md. at 537, 819 A.2d at 375. These jurisprudential principles of attorney discipline are well-settled in Maryland. See, e.g., Attorney Grievance Comm’n v. Gallagher, 371 Md. 673, 713-14, 810 A.2d 996, 1020 (2002); Atkinson, 357 Md. at 656, 745 A.2d at 1092; Attorney Grievance Comm’n v. Hess, 352 Md. 438, 453, 722 A.2d 905, 913 (1999). We generally impose sanctions which we believe are most appropriate and befitting of the nature and gravity of the violations, together with the intent on the part of the violating attorney. Attorney Grievance Comm’n v. Post, 379 Md. 60, 70-71, 839 A.2d, 718, 724 (2003); Stein, 373 Md. at 537, 819 A.2d at 375 (“[T]he public is protected when sanctions are imposed that are commensurate with the nature and gravity of the violations and the intent with which they were committed.”) (quoting Attorney Grievance Comm’n v. Awuah, 346 Md. 420, 435, 697 A.2d 446, 454 (1997)); see also Attorney Grievance Comm’n v. Briscoe, 357 Md. 554, 568, 745 A.2d 1037, 1044 (2000) (“The gravity of misconduct ... is determined largely by the lawyer’s conduct.”) (citing Attorney Grievance Comm’n v. Milliken, 348 Md. 486, 519, 704 A.2d 1225, 1241 (1998)).

With this in mind, we do not believe that the sanction imposed in Stein is commensurate with the actions of Respondent. In Stein, the conduct of the attorney was much more egregious than that of Respondent.12 Stein suggested to *434his client the substantial gift to himself and only made a *435transparently superficial attempt at obtaining counsel, independence aside, for his client-donor by recommending a member of his own firm, who clearly would be conflicted. Stein, 373 Md. at 543, 819 A.2d at 379. When his client-donor did not consult with the attorney he recommended, Stein disregarded his obligation to have his client meet with independent counsel as to the gift and proceeded to prepare the will containing a substantial gift to himself. Id. As we have noted previously, Respondent recognized, in large measure, the ethical issue at hand and made a good faith effort to comply with the letter of MRPC. 1.8(c).13 He engaged the services of an experienced and capable friend whom he had every reason to trust would serve as adequate counsel to Mrs. Speed, who did not want to and/or was not capable of retaining another attorney on her own. Respondent ran afoul of MRPC 1.8(c), however, when he failed to perceive the appearance of impropriety of selecting such a close friend with whom he shared office space and other professional resources. Thus, the underlying principle on which the independent counsel requirement rests was not honored entirely. With a client in a vulnerable and dependent state, Stein, 373 Md. at 538-39, 819 A.2d at 376 (citing Disciplinary Counsel v. Galinas, 76 Ohio St.3d 87, 666 N.E.2d 1083, 1086 (1996) (discussing the hypersensitivity towards ethical matters attorneys must exercise when dealing with clients “contemplating [their] own mortality”)), Respondent should have located a similarly qualified independent counsel that would not have raised an appearance of impropriety.

In examining other mitigating and aggravating factors, Stolarz, 379 Md. at 403, 842 A.2d at 51, we note that Respondent’s situation does not demonstrate any discernible aggravating factors. To the contrary, the record reflects that Respondent does not have any prior disciplinary record. He produced uncontroverted witnesses as to his exceptional char*436acter. We conclude also that it seems highly unlikely that Respondent will repeat the actions in a similar situation as occurred in this case.

In Atty. Griev. Comm’n v. Brooke, 374 Md. 155, 821 A.2d 414 (2003), misconduct by the errant attorney resulted in an indefinite suspension for violation of MRPC 1.8(c) and 8.4(d). Brooke, who professed to be unaware of the requirements of MRPC 1.8(c) at the time, evinced a seeming indifference to the preparation of his client’s will by directing his non-lawyer assistant to prepare for the client a will in which the attorney was to be a legatee. Even though, as in Stein, the attorney was ignorant of the requirements of Rule 1.8(c), committed only a single act of misconduct, lacked a prior disciplinary record, and was found not to have exerted any undue influence over the testator with regard to the relevant bequest, the Court concluded that indefinite suspension was the appropriate sanction. The principal distinction between the facts of Brooke and the present case is that Brooke took no affirmative actions whatsoever that could be construed reasonably as honoring to any extent the letter or the spirit of Rule 1.8(c).

The attorney in Attorney Grievance Comm’n v. Lanocha, 392 Md. 234, 896 A.2d 996 (2006), as in Stein and Brooke “had no knowledge whatsoever of Rule [1.8(c) ] or its existence or content” when he drafted a client’s will that contained a substantial bequest to the attorney’s daughter. Id. at 240, 896 A.2d at 1000 (alteration in original). In Lanocha, the attorney nonetheless advised his client to seek other counsel in connection with preparation and execution of the will, but she declined. Id. Moreover, he did not suggest the gift to his daughter be included in the will. Id. at 245, 896 A.2d at 1003.

Lanocha defended against a finding of a violation of Rule 1.8(e) principally on the basis that the gift to his daughter was dissimilar to Stein and Brooke where the beneficiaries were the attorneys who drafted the wills. Id. at 243, 896 A.2d at 1002. The Majority opinion in Lanocha, while finding insufficient merit in this distinction for purposes of determining whether the Rule was violated (id. at 243-244, 896 A.2d at *4371001-1002), nonetheless seemingly relied on that consideration to conclude that a reprimand was the appropriate sanction in that case. Id. at 245-246, 896 A.2d at 1003-1004.

The present case, in our view, “plumbs the depth of the shallow end of the sanction pool” among the modern cases considering violations of MRPC 1.8(c) and 8.4(d). See Stolarz, 379 Md. at 403, 842 A.2d at 51. Unlike the respondent’s in Stein, Brooke and Lanoeha, Saridakis was aware generally of the requirements of Rule 1.8(c) and made a good faith effort to comply. This situation, when combined with his otherwise unblemished disciplinary record, the unlikelihood of repetition of the misconduct,14 the much more egregious misconduct in Stein and Brooke, and his otherwise exemplary good character, leads us to believe that a Stolarz-like disposition would be appropriate in this case. See Stolarz, 379 Md. at 402-406, 842 A.2d at 50-52. Thus, under Rule 16-759(c), we remand this case to the Commission for it to dismiss the petition, but with a warning to Saridakis. See Rule 16-735(b).15

IT IS SO ORDERED; RESPONDENT SHALL PAY ALL COSTS AS TAXED BY THE CLERK OF THE COURT, INCLUDING COSTS OF ALL TRANSCRIPTS, PURSUANT TO MARYLAND RULE 16-715(c), FOR WHICH SUMMARY JUDGMENT IS ENTERED IN FAVOR OF THE ATTORNEY GRIEVANCE COMMISSION AGAINST ANTHONY A. SARIDAKIS.

GREENE and WILNER, JJ., dissent.