Mr Chris Irizzary, and Members of the Board CL Brumback rimary Care C!

inics Re: Attorney Conduct

November 12, 2013

I"m a !itt!e bit troub!ed by #hat a$$ears to be some b!urrin% of boundary issues #ith res$ect to the $resence of &ea!th Care 'istrict attorney Nick (omane!!o at CL Brumback Board of 'irectors meetin%s) *ften $refacin% his remarks #ith the c!aim that he is the "attorney for the c!inics," it a$$ears to me, in my o$inion, that Mr (omane!!o may be vio!atin% some serious ethica! ru!es re%ardin% attorneys re$resentin% mu!ti$!e $arties simu!taneous!y) It a$$ears that it is $ermissab!e for an attorney to re$resent more than one $arty to a ne%otiation, B+, *NL#hen there is a reasonab!e certainty of a !ack of conf!ict of interests, and *NL- u$on the .IN/*(M0'1 C*N20N, of both $arties) In fact, the /!orida Bar $rovides3 4#hen a disinterested !a#yer #ou!d conc!ude that the c!ient shou!d not a%ree to the re$resentation under the circumstances, the !a#yer invo!ved cannot $ro$er!y ask for such a%reement or $rovide re$resentation on the basis of the c!ient"s consent)4 In my !ast meetin% as a member of the B*' of CL Brumback, subse5uent to Mr (omane!!o"s tortious interference in my re!ationshi$ #ith the board, and defamin% comments about me .usin% my brin%in% an im$ortant techno!o%y to the attention of fe!!o# board members as a meta$hor for stea!in%1, I said to my fe!!o# board members that they shou!d be#are of Mr (omane!!o sittin% side by side #ith the B*') I be!ieve Mr (omane!!o is $rimari!y an attorney for the &ea!th Care 'istrict of BC) ,hat #ou!d mean that his fiduciary duty is to the &C', and N*, to the Brumback C!inics) If I am correct, in a!! the time that I sat on the B*', and re%ardin% a!! comments that Mr (omane!!o made at those meetin%s I attended, I cannot remember *N0 IN2,6NC0 of Mr (omane!!o cautionin% the B*', or advisin% that on any $articu!ar matter that the $arties need to consent to his mu!ti$!e re$resentation on each %iven matter) *bvious!y, there are some issues #hich #ou!d not $resent any $articu!ar conf!ict of interest bet#een the &ea!th Care 'istrict and the Brumback C!inics) N*,7I,&2,6N'IN8, /!orida (u!es of rofessiona! Conduct ru!e 9:1);.a1 #ou!d a$$ear to re5uire the $arties consent on each %iven and se$arate matter) *f course, the u!timate arbiter of #hether or not Mr (omane!!o is in vio!ation of the /!orida Bar"s ethics ru!es is the /!orida Bar) My caution to the Brumback B*' is to be di!i%ent in $rotectin% your interests, and the interests of the $atients you are bound to serve) 7hen I #as on the B*', I #as in the $rocess of reachin% out to the community to find a $otentia! Board member to nominate #ho #as a!so an attorney) 6t the very !east, I #ou!d caution a%ainst Mr (omane!!o havin% an actua! $!ace at the Board"s tab!e) ,he $resence of Mr (omane!!o at the Board"s tab!e may $ro<ect an incorrect $erce$tion to the $ub!ic .and indeed, to the B*'1, that Mr (omane!!o has an e=c!usive and fiduciary re!ationshi$ #ith the CL Brumback B*') 6s far as I kno#, that is N*, the case) Be!o#, find some additiona! information from the /!orida Bar re%ardin% ru!e 9:1);.a1)

(u!e 9:1);.a1, /!orida (u!es of rofessiona! Conduct %enera!!y $rovides that attorneys may not re$resent a c!ient if the re$resentation of that c!ient #i!! be direct!y adverse to the interests of another c!ient, un!ess3 .11 the !a#yer reasonab!y be!ieves the re$resentation of that c!ient #i!! not adverse!y affect the !a#yer"s res$onsibi!ities to and re!ationshi$ #ith the other c!ient> and .21 each c!ient consents after consu!tation) 46s set forth in the Comment to (u!e 9:1);, !oya!ty to a c!ient $rohibits an attorney from undertakin% re$resentation direct!y adverse to that c!ient or another c!ient"s interests #ithout the affected c!ient"s consent) 6 c!ient may consent to re$resentation #here there is some conf!ict or $otentia! conf!ict after fu!!

disc!osure and consent of the affected c!ients) &o#ever, as stated in the Comment, 4#hen a disinterested !a#yer #ou!d conc!ude that the c!ient shou!d not a%ree to the re$resentation under the circumstances, the !a#yer invo!ved cannot $ro$er!y ask for such a%reement or $rovide re$resentation on the basis of the c!ient"s consent)4 ,he Comment to (u!e 9:1); s$ecifica!!y addresses common re$resentation of mu!ti$!e $arties to a ne%otiation, such as the 5uestion no# before the Committee3 /or e=am$!e, a !a#yer may not re$resent mu!ti$!e $arties to a ne%otiation #hose interests are fundamenta!!y anta%onistic to each other, but common re$resentation is $ermissib!e #here the c!ients are %enera!!y a!i%ned in interest even thou%h there is some difference of interest amon% them) Court decisions from /!orida and other states are usefu! in determinin% the ty$es of transactions in #hich the $arties are 4fundamenta!!y anta%onistic4 such that common re$resentation is not $ossib!e) In ,he /!orida Bar v) (eed , ?99 2o)2d 13@@ ./!a) 1AA91 the Court found an attorney"s attem$t to re$resent both buyer and se!!er of the same $ro$erty and to assume mu!ti$!e ro!es in the transaction to be unethica! and sus$ended the attorney for si= months) 2imi!ar!y, in ,he /!orida Bar v) Be!!evi!!e , @A1 2o)2d 1;0 ./!a) 1AA11, the Court found it im$ro$er for the attorney re$resentin% the buyer in a rea! estate transaction to ask the se!!er to $ay a!! or $art of his fees) ,he attorney #as disci$!ined for im$ro$er re$resentation of conf!ictin% interests) 2ee a!so ,he /!orida Bar v) ,eite!man , 2?1 2o)2d 190 ./!a) 1A;21 .attorney re$rimanded for re$resentin% mort%a%e and tit!e com$anies in rea! estate c!osin%s, but char%in% unre$resented se!!ers a $ortion of his attorney"s fee1> /!orida 0thics *$inion ?@:39 .se!!er"s attorney #ho $re$ares a!! documentation in sa!e of $ro$erty may not char%e buyer for a $ortion of the attorneys" fees #hen the buyer did not em$!oy the attorney or a%ree to $ay him a fee> attorney erred in not e=$!ainin% adverse nature of transaction and attorney"s !oya!ty to se!!er1) 0thics o$inions and case!a# from other states dea!in% direct!y #ith the ethics of an attorney actin% as c!osin% a%ent for the sa!e of a business have found an irreconci!ab!e conf!ict bet#een the interests of buyers and se!!ers of businesses, $rohibitin% dua! re$resentation of both $arties by the same !a#yer) Maine Bar 0thics *$inion 10?, May 2@, 1AA0, ru!ed that an attorney or !a# firm may not act as escro# a%ent or c!osin% a%ent for both $arties invo!ved in sa!e of a business) 6 Maine firm had attem$ted to act as a neutra! 4c!osin% a%ent4 in the sa!e of a business, te!!in% both $arties it #ou!d not "re$resent" either of them, but #ou!d draft documents to com$!ete the sa!e) ,he committee found that the attorneys invo!ved had im$ro$er!y re$resented t#o $arties #ith conf!ictin% interests and that disc!osure cou!d not cure the vio!ation) 6ccord , eo$!e v) Mc'o#e!! , ;1B )2d @91 .Co!o) 1AB?1 .he!d unethica! for attorney to re$resent both buyer and se!!er in sa!e of a business> court found attorney #ou!d be unab!e to maintain inde$endent $rofessiona! <ud%ment re5uired by Mode! (u!e 1);.b1 C/!orida (u!e 9:1);.b1D> 2tark Co) Bar 6ss"n v) 0r%azos , 992 N)0)2d 12B? .*hio 1AB21.!a#yer cou!d not ethica!!y re$resent buyer and se!!er of business #here the $arties had conf!ictin% interests re%ardin% assum$tion of e=istin% debts of the business1) 2ee a!so , Ba!dasarre v) But!er, ?2@ 6)2d 9@B .N)E) 2u$) Ct) 1AA31 .attorney cannot re$resent both buyer and se!!er in 4com$!e= commercia! rea! estate transaction>4 consent of c!ients is immateria!> conf!ict cannot be #aived1)4 htt$3FF###)f!oridabar)or%F,/BF,/B0,*$in)nsfFca2dcdaaB@3ef;bBB@2@?;2B009fB;dbF@;e0bAfa921@;210B@2@ ?b2f00?ca?93G*$en'ocument Best re%ards, 7 Michae! ,rout I be!ieve in the /H&C ./edera!!y Hua!ified &ea!th Center1 mode!, and that is #hy I <um$ed at the o$$ortunity to serve on the Board of 'irectors of the CL Brumback rimary Care C!inics in a!m Beach County, /L) /ortunate!y, or unfortunate!y, de$endin% on your $ers$ective, I found si%nificant $rob!ems that are $robab!y not uni5ue to CL Brumback) It"s the <ob and the res$onsibi!ity of Board members to !ook for $rob!ems, and find so!utions in the or%anizations they serve, and I think I served #e!! in that ca$acity from May unti! 2e$tember, #hen I #as removed) ,he circumstances around my dismissa! from the board are another sub<ect for some other conversation) In this set of forma! com$!aints to staff and the current B*', I try to describe the $rob!ems I see in the or%anization, and su%%est some so!utions, most!y to shine a c!ear !i%ht on <ust #hat those $rob!ems are, in order to cha!!en%e the 2taff and Board to address them in a cohesive manner) htt$3FF###)scribd)comFdocF1;9;90@ABFCL:Brumback: rimary:Care:C!inics:Consumer:Com$!aints