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Potential conflict of interest?

Kristopher Fernandez

Fri, Aug 14, 2020 3:33 PM

During happy times, wife and husband formed Corporation A. Wife owns 51% of Corporation A and husband owns 49%.

Corporation A owns 100% of LLC A. LLC A is the owner and landlord of commercial property.

Husband owns 100% of LLC B and LLC B is the sole owner of LLC C. LLC C is the tenant of the commercial property owned by LLC A.

Wife and husband divorced in December 2019. Strangely enough, the tenant (LLC C) has stopped paying rent and the now ex-wife has approached me to file an eviction lawsuit against the tenant (basically, her ex-husband).

My concern is that Corporation A is owned 51% by ex-wife and 49% by ex-husband and Corporation A owns 100% of LLC A, the owner and landlord of the commercial property.

My client, I believe, would be LLC A only, the owner and landlord and I would prepare my engagement letter to say that I only represent LLC A.

I have read Rule 4.1-13 of the ethics rules regarding representing organizations. Still the situation concerns me. Does anyone have any thoughts?

Kristopher E. Fernandez, Esquire
Florida Bar Board Certified Real Estate Attorney
114 S. Fremont Avenue
Tampa, FL 33606
(813) 832-6340
(813) 601-3257 (after hours)
(813) 251-0438 (fax)

NOTICE: This email (including any attachments) is covered by the Electronic Communications Privacy Act, 18 U.S.C. Sections 2510-2521, is confidential and legally privileged. If you are not the intended recipient, you are hereby notified that any retention, distribution or copying of this communication is strictly prohibited. Please reply to the sender that you received the message in error and then delete it. Thank you.

During happy times, wife and husband formed Corporation A. Wife owns 51% of Corporation A and husband owns 49%. Corporation A owns 100% of LLC A. LLC A is the owner and landlord of commercial property. Husband owns 100% of LLC B and LLC B is the sole owner of LLC C. LLC C is the tenant of the commercial property owned by LLC A. Wife and husband divorced in December 2019. Strangely enough, the tenant (LLC C) has stopped paying rent and the now ex-wife has approached me to file an eviction lawsuit against the tenant (basically, her ex-husband). My concern is that Corporation A is owned 51% by ex-wife and 49% by ex-husband and Corporation A owns 100% of LLC A, the owner and landlord of the commercial property. My client, I believe, would be LLC A only, the owner and landlord and I would prepare my engagement letter to say that I only represent LLC A. I have read Rule 4.1-13 of the ethics rules regarding representing organizations. Still the situation concerns me. Does anyone have any thoughts? Kristopher E. Fernandez, Esquire Florida Bar Board Certified Real Estate Attorney 114 S. Fremont Avenue Tampa, FL 33606 (813) 832-6340 (813) 601-3257 (after hours) (813) 251-0438 (fax) NOTICE: This email (including any attachments) is covered by the Electronic Communications Privacy Act, 18 U.S.C. Sections 2510-2521, is confidential and legally privileged. If you are not the intended recipient, you are hereby notified that any retention, distribution or copying of this communication is strictly prohibited. Please reply to the sender that you received the message in error and then delete it. Thank you.

Martin Lawyer

Fri, Aug 14, 2020 4:00 PM

Dear Kris:

A. This sounds like a Florida Bar exam question in the business association portion of the exam or the ethics portion of the question.

B. You can never go wrong declining representation. As my future interests prof at Vanderbilt said, "When in doubt, do the conservative thing." Amazingly, Mr. Bostick is apparently still alive: https://law.vanderbilt.edu/bio/dent-bostick

                            Marty
         C. Martin Lawyer, III,  Esquire
                      BAY  AREA  LEGAL  SERVICES,  INC.
                   1302  N. 19th St.,  Suite # 400
                  Tampa,  FL    33605-5230
                   Phone:   (813)  232-1222,  extension 109
                      Fax:           248-9962

From: landten-bounces@lists.flabarrpptl.org landten-bounces@lists.flabarrpptl.org on behalf of Kristopher Fernandez KFernandez@kfernandezlaw.com
Sent: Friday, August 14, 2020 11:33 AM
To: landten@lists.flabarrpptl.org landten@lists.flabarrpptl.org
Subject: [RPPTL Leasing Committee] Potential conflict of interest?

During happy times, wife and husband formed Corporation A. Wife owns 51% of Corporation A and husband owns 49%.

Corporation A owns 100% of LLC A. LLC A is the owner and landlord of commercial property.

Husband owns 100% of LLC B and LLC B is the sole owner of LLC C. LLC C is the tenant of the commercial property owned by LLC A.

My concern is that Corporation A is owned 51% by ex-wife and 49% by ex-husband and Corporation A owns 100% of LLC A, the owner and landlord of the commercial property.

My client, I believe, would be LLC A only, the owner and landlord and I would prepare my engagement letter to say that I only represent LLC A.

I have read Rule 4.1-13 of the ethics rules regarding representing organizations. Still the situation concerns me. Does anyone have any thoughts?

Kristopher E. Fernandez, Esquire

Florida Bar Board Certified Real Estate Attorney

114 S. Fremont Avenue

Tampa, FL 33606

(813) 832-6340

(813) 601-3257 (after hours)

(813) 251-0438 (fax)

Dear Kris: A. This sounds like a Florida Bar exam question in the business association portion of the exam or the ethics portion of the question. B. You can never go wrong declining representation. As my future interests prof at Vanderbilt said, "When in doubt, do the conservative thing." Amazingly, Mr. Bostick is apparently still alive: https://law.vanderbilt.edu/bio/dent-bostick Marty C. Martin Lawyer, III, Esquire BAY AREA LEGAL SERVICES, INC. 1302 N. 19th St., Suite # 400 Tampa, FL 33605-5230 Phone: (813) 232-1222, extension 109 Fax: 248-9962 ________________________________ From: landten-bounces@lists.flabarrpptl.org <landten-bounces@lists.flabarrpptl.org> on behalf of Kristopher Fernandez <KFernandez@kfernandezlaw.com> Sent: Friday, August 14, 2020 11:33 AM To: landten@lists.flabarrpptl.org <landten@lists.flabarrpptl.org> Subject: [RPPTL Leasing Committee] Potential conflict of interest? During happy times, wife and husband formed Corporation A. Wife owns 51% of Corporation A and husband owns 49%. Corporation A owns 100% of LLC A. LLC A is the owner and landlord of commercial property. Husband owns 100% of LLC B and LLC B is the sole owner of LLC C. LLC C is the tenant of the commercial property owned by LLC A. Wife and husband divorced in December 2019. Strangely enough, the tenant (LLC C) has stopped paying rent and the now ex-wife has approached me to file an eviction lawsuit against the tenant (basically, her ex-husband). My concern is that Corporation A is owned 51% by ex-wife and 49% by ex-husband and Corporation A owns 100% of LLC A, the owner and landlord of the commercial property. My client, I believe, would be LLC A only, the owner and landlord and I would prepare my engagement letter to say that I only represent LLC A. I have read Rule 4.1-13 of the ethics rules regarding representing organizations. Still the situation concerns me. Does anyone have any thoughts? Kristopher E. Fernandez, Esquire Florida Bar Board Certified Real Estate Attorney 114 S. Fremont Avenue Tampa, FL 33606 (813) 832-6340 (813) 601-3257 (after hours) (813) 251-0438 (fax) NOTICE: This email (including any attachments) is covered by the Electronic Communications Privacy Act, 18 U.S.C. Sections 2510-2521, is confidential and legally privileged. If you are not the intended recipient, you are hereby notified that any retention, distribution or copying of this communication is strictly prohibited. Please reply to the sender that you received the message in error and then delete it. Thank you.