IN THE SUPREME COURT OF IOWA

No. 17–1599

Filed June 29, 2018

IOWA SUPREME COURT ATTORNEY DISCIPLINARY BOARD,

Appellee,

vs.

MARK T. HAMER,

Appellant.

On appeal from the report of the Iowa Supreme Court Grievance 

Commission.

Grievance commission recommends a six-month suspension of 

attorney’s license. LICENSE SUSPENDED.

David L. Brown and Alexander E. Wonio of Hansen, McClintock & 

Riley, Des Moines, for appellant.

Wendell J. Harms, Tara van Brederode, and Susan A. Wendel

(until withdrawal), for appellee.
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APPEL, Justice.

In this attorney disciplinary case, we are called upon once again to 

remind the Iowa bar that while our ethics rules allow attorneys to engage 

in financial transactions with clients and to represent both party clients 

in a financial transaction, the demanding nature of the disclosures 

required and the necessity of documenting informed consent mean that 

these matters may not be undertaken lightly as a matter of informal 

routine.

The Iowa Supreme Court Attorney Disciplinary Board (Board) 

charged attorney Mark Hamer with multiple violations of the Iowa Code 

of Professional Responsibility for Lawyers (code) and the Iowa Rules of 

Professional Conduct (rules)1 arising from (1) several loan transactions 

occurring between multiple clients of Hamer without adequate conflictof-interest disclosures and informed consent, (2) several loan 

transactions involving Hamer and a client without adequate conflict-ofinterest disclosures and informed consent, (3) two failed joint 

investments in which Hamer and his client suffered substantial losses, 

and (4) a clearly excessive and dishonest attorney’s fee collected through

a bonus to which the client did not agree. Hamer denied the allegations.

After an evidentiary hearing involving only two witnesses but over 

2200 pages of documents, the Iowa Supreme Court Grievance 

Commission (commission) found Hamer violated numerous code and rule

provisions with respect to the loans and the attorney’s fee issues but 

declined to find an ethical violation in connection with the failed 

 1Prior to July 1, 2005, an Iowa lawyer’s conduct was governed by the code. 

Thereafter we adopted the rules. Because some of Hamer’s alleged misconduct 

occurred prior to July 1, 2005, and some after, the Board has alleged violations under 

both ethical standards.
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investments. As a result, the commission recommends that Hamer’s 

license to practice law be suspended for six months.

Upon our de novo review, we conclude Hamer engaged in a number 

of ethical violations in connection with the loan transactions between

Hamer’s clients and between Hamer himself and Douglas Paul. We also 

find Hamer engaged in deceit in connection with the bonus payment for 

legal work. Based on the violations, we conclude a six-month 

suspension is the appropriate sanction.

I. Factual and Procedural Background.

A. Background to the Events at Issue. Hamer received his 

license to practice law in Iowa in 1972 and represented businesses, 

entrepreneurs, franchisors, and franchisees for forty years. During all 

times relevant to the allegations in the complaint, Hamer worked for a 

prominent Iowa City law firm. 

In 1982, Douglas Paul, an entrepreneur in the field of education, 

founded an education writing and editing business that eventually 

became known as Buckle Down Publishing Company. Buckle Down 

developed customized curriculum materials for school districts. Paul

also owned ZAPS Learning Company, an ACT and SAT student-testpreparation company. In 1988, Hamer became Paul’s attorney for both 

business and personal matters. In addition to their business 

relationship, Hamer and Paul became friends and frequently socialized 

together.

In 2004, Hamer helped Paul sell both Buckle Down and ZAPS. 

Paul sold his interest in Buckle Down for $23 million cash and some 

preferred stock. Paul also sold his interest in ZAPS for $1.5 million. DLP 

Management, an entity wholly owned by Paul, was formed to handle the 

money generated by the sale of Buckle Down.
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B. Bonus for the Successful Sale of Buckle Down. Paul was 

pleased with the Buckle Down sale and wanted to reward the people who 

worked on the transaction. Paul considered giving a cash bonus to 

Hamer, an accountant, and a secretary. The record does not clearly 

establish the amount of the proposed bonus that Paul was considering 

giving Hamer.

On April 15, Hamer accepted the bonus for his secretary, but told 

Paul that a cash bonus for himself was problematic because he would be 

required to share the bonus with the other partners of the law firm. Five 

days later, Hamer told Paul that the legal fees in connection with the 

Buckle Down transaction were $268,447.13. Paul paid the fees on 

April 21 and received an unitemized bill. The unitemized bill did not 

state it included a $110,000 bonus fee. When Paul received the 

unitemized bill he requested an itemized fee statement, but Hamer 

demurred. He told Paul he would give Paul an itemized bill the following 

week but did not do so.

On July 28, a Paul-owned entity made a five-year loan of 

$1,000,000 at 2.5% yearly interest to a Hamer-owned entity, Quad Four, 

L.L.C. Paul claimed this attractive loan was three percent below what 

Hamer would have otherwise been required to pay and was made in lieu 

of a cash bonus on the Buckle Down transaction that Hamer would have 

had to share with other members of the firm if paid as part of the bill.

Over the years, Paul continued to press Hamer several times for an 

itemized bill related to the Buckle Down transaction, including in an 

email on January 21, 2009. Hamer did not provide an itemized bill, 

however, until Paul’s new lawyer sent a demand letter asking for 

documentation in early 2010.
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When Paul received the itemized bill in February 2010, there was a 

note in Hamer’s handwriting attached to the file copy of Paul’s payment 

check stating the bill included a $110,000 bonus. The note attached to 

the check included the words “CF Doug Paul 4/20/04.” Paul later 

testified that the notation meant nothing to him. Paul stated he did talk 

to Hamer on April 20, 2004. He claimed, however, there was no 

discussion about the bonus but only about the total amount of the bill.

C. Paul’s Investments with Other Hamer Clients in “Private 

Banking.” After the sales of Buckle Down and ZAPS in 2004, Paul 

began making investments that he and Hamer called “private banking.” 

In these transactions, Paul directly loaned money to individuals and 

businesses.

From March 2004 to August 2005, Hamer presented to Paul, and 

Paul accepted, opportunities to loan money to nine individuals or entities

who were also clients of Hamer. In all but one of the loans, Hamer made 

no effort to get Paul’s informed consent in writing. Paul would later 

testify he had no knowledge the other parties in these loans were 

Hamer’s clients. He also testified that Hamer never discussed the perils 

of multiple representation or obtained Paul’s verbal informed consent to 

any real or potential conflicts of interest arising out of the transactions. 

Paul also testified Hamer informed him that most of the loans would be 

secured by adequate collateral. In fact, Hamer never perfected the 

various security interests or filed the required mortgages nor did he 

advise Paul that Paul would need to do so himself.

Paul signed a multiple-client representation letter dated 

December 29, 2004, that he received from Hamer for one of the 

transactions. The letter began, “As we understand your request, we will 

be dealing with the documentation and reporting relating to these 
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transactions.” The letter was lengthy and contained mostly 

generalizations:

Before entering in this agreement, we believe it is necessary 

and appropriate for us to spell out for you the potential 

ramifications of our representation of you.

As you may be aware, the Iowa Code of Professional 

Responsibility for Lawyers, and in particular Canon 5, 

requires that a lawyer must exercise independent 

professional judgment on behalf of his client. In this 

connection, any lawyer requested to undertake 

representation of multiple clients having potentially differing

interests must weigh carefully the possibility that his 

judgment may be impaired or his loyalty divided if he accepts 

the employment and the lawyer must resolve all doubts 

about the propriety of the representation prior to accepting 

the engagement. Once a lawyer accepts such employment 

and in the event the interests of the clients do become 

actually differing, the lawyer must withdraw from the 

employment.

There are, of course, many instances in which a lawyer may 

properly serve multiple clients having potentially differing 

interests in matters not involving litigation. For example, if 

the interests vary only slightly, it is generally likely that the 

lawyer will not be subjected to an adverse influence and can 

retain his independent judgment on behalf of each client and 

if the interests do become differing, withdrawal is less likely 

to have a disruptive effect upon the clients.

However, in those instances in which a lawyer is justified in 

representing multiple clients, it is nevertheless essential that 

each client be given the opportunity to evaluate his need for

independent representation and to obtain other counsel if 

desired. Further, each client should be fully advised 

concerning the implication of the common representation 

(which we hope this letter will do) and be fully advised as to 

any other circumstances that might cause one of the clients 

to question the undivided loyalty of the lawyer to the 

engagement and or interests of all the clients (which we will 

do later in this letter).

. . . .

In regard to our requested representation, we have evaluated 

our knowledge of your respective interests. It appears to us 

that all of you are experienced; that you are willing and 

capable of completing these transactions; that you can make 

relatively equal though substantially different business 
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decisions; and, finally, that you appear to share the same 

business philosophy. While those factors alone are not 

enough to suggest that you should enter into this 

transaction, these factors do suggest to us that your 

individual interests and goals are sufficiently similar to 

convince us that we can represent you without any concern 

of the propriety of the multiple representation and without 

any concern that our judgment will be impaired or our 

loyalty divided among you.

On the other hand, however, you must both be advised (and 

we’re sure already know) that the undersigned have 

previously represented all of you extensively and for many 

years. We anticipate continuing to represent all of you on a 

variety of matters. In addition, we anticipate that all of you 

will request that we give our opinion as to the structure, 

wisdom and advisability of your business transaction as it 

related to each of you and that we will provide our opinion(s) 

to you at all times during the engagement.

We do not anticipate that there will be any conflicts arising 

which might threaten the transaction between you. 

However, in the event of such a conflict, we anticipate the 

termination of our representation in the area of the conflict 

and the continuation of our representation on other matters. 

We would not, in such a case, represent either party relative 

to any conflict between you. In other words, in the event of 

any conflict between you which would require the assistance 

of legal counsel, you would all be required to employ counsel 

other than ourselves or those in this firm.

If, after careful consideration of all the factors contained in 

this letter, you want [Hamer’s law firm] to represent you with 

regard to these transactions, then you should sign the 

Consent attached to this letter, and have it witnessed and 

dated.

Attached to this letter was a consent form, which Paul and the borrowers 

signed. Hamer prepared a similar letter for one of the other loans, but 

this letter was never presented to Paul, and he did not sign it.

Paul discontinued private banking facilitated by Hamer because

two of the loans “went south” in 2006 and 2007. The borrower on one

loan defaulted in 2006. Paul understood the loan would be secured by a 

mortgage on real estate owned by the borrower. Paul instructed Hamer 

to seize the collateral. Hamer demurred. He told Paul the collateral was 
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not easily liquidated but offered to talk to the borrower “to straighten 

things out.” After Hamer spoke with the borrower, the borrower caught 

up on overdue interest payments and then made occasional payments 

against the principal. The terms of the loan, however, were never 

formally modified in writing. The loan was eventually repaid in March 

2009.

A borrower on a second loan defaulted in 2007. Paul understood 

that this loan was secured by an investment portfolio. Paul instructed 

Hamer to seize the portfolio. Hamer refused. Hamer advised Paul that 

Hamer could not take the action because the borrower was his client. 

Hamer told Paul that if Paul wished to pursue collection, he would have 

to seek other representation. Paul did not pursue other representation 

and eventually agreed to reduce the interest rate and extend the terms of 

the troubled loan. The troubled loan has since been extended multiple 

times and, as of Paul’s 2013 complaint, about $350,000 remained 

unpaid. Under the new terms of the loan, the loan is scheduled to be 

paid in full in 2029. 

D. Paul’s Loans to Hamer and Hamer-Owned Entities. In 

addition to the loan that Paul made to Hamer’s Quad Four, L.L.C., Paul 

made two other loans to entities that Hamer either owned or had an 

interest in—one in July 2004 and the other in March 2006. All of these 

loans were fully repaid as agreed.

E. Paul and Hamer’s Joint Investments in Platinum 

Exploration and Unified Worldwide Transport. From 2004 to 2006, 

Paul and Hamer made joint investments in two entities, Platinum 

Exploration, Inc. (Platinum) and Unified Worldwide Transport, L.L.C. 

(UWT).
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In July 2004, Paul invested almost $2,000,000 in Platinum, while 

Hamer invested $100,000 in the enterprise. Platinum, according to Paul, 

was a Texas oil exploration company that offered investments in a group 

of wells and guaranteed a recovery of the investment in twenty-four 

months through monthly payments. After the twenty-four months, the 

investor would be paid based on the profits of the wells.

Hamer introduced the Platinum investment to Paul. The monthly 

payments stopped after seventeen months because, according to Paul, 

the guaranteed payments were found to be illegal in Texas. A company 

that took over Platinum made a few more distributions and then 

collapsed.

Paul also invested about $4,500,000, and Hamer invested at least 

$600,000, in UWT. UWT purported to be a communications company

involved with voice-over internet protocol with long-distance telephone 

contracts on the verge of a buyout but was later revealed to be a sham 

with no equipment or customers. UWT made a few small dividend 

distributions before it folded. Paul also loaned over $2,000,000 to UWT 

in 2005 and 2006. Hamer prepared the paperwork for the loan,

including security agreements in UWT equipment. UWT defaulted on 

both loans.

Paul pursued legal action against UWT in California, eventually 

obtaining a judgment against the company. UWT, however, had no 

available assets. For his litigation efforts, Paul collected aggravation but 

no money.

F. Paul’s Complaint. Paul filed a complaint with the Board on 

February 14, 2013. In the complaint, Paul accused Hamer of gaining his 

“unquestioning trust” and then abusing the relationship by representing 

the 2004 and 2005 private banking loans as being vetted and secured 
10

when they were not. Paul alleged he suffered losses due to Hamer’s 

abuse of the attorney–client relationship. Paul also accused Hamer of 

erratic billing and failing to promptly provide a detailed billing record on 

request.

The Board forwarded the complaint to Hamer and asked for a 

response. Hamer denied any wrongdoing, arguing Paul was a 

sophisticated client and understood the nature and risks of all of the 

transactions at issue.

G. Board’s Complaint. The Board filed a complaint with the 

commission on September 30, 2015. The complaint included four 

counts with fifteen subdivisions alleging multiple violations of the pre2005 code and post-2005 rules.2

Count I of the complaint concerned the loans between Paul and 

other Hamer clients. For the period before the adoption of our current 

disciplinary rules, the Board alleged violations of various provisions of 

the prior code. The Board alleged Hamer violated DR 5–105(B) and 

DR 5–105(C). These code provisions together forbid beginning and 

continuing the representation of multiple clients if the lawyer’s “exercise 

 2Previously, when the Board has alleged violations of numerous rules but the 

core of the issue is really a violation of a single, significant rule, we have focused our 

attention on that key rule violation to the exclusion of the secondary rule violations that 

have tagged along. See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Guthrie, 901 N.W.2d 

493, 498 (Iowa 2017) (noting the Board alleged violations of a number of ethical rules 

for trust account irregularities but the core of the issue was misappropriation of client 

funds and thus limiting analysis to misappropriation of client funds). Here, the core of 

the issue involved in Hamer’s representation of both sides in financial transactions is 

conflict-of-interest violations. See Iowa Code Prof’l Responsibility DR 5–105(B)–(D); Iowa 

R. Prof’l Conduct 32:1.7(a)(2), (b). With respect to the transactions between Hamer and 

Paul, the core of the issue is also conflict-of-interest violations involving the attorney’s 

own interests. See Iowa Code Prof’l Responsibility DR 5–104(A); Iowa R. Prof’l Conduct 

32:1.8(a). Regarding the cash bonus for the sale of Buckle Down, the key issues are 

collecting a clearly excessive fee and engaging in conduct involving dishonesty, fraud, 

deceit, or misrepresentation. See Iowa Code Prof’l Responsibility DR 1–102(A)(4), 

DR 2–106(A). As in Guthrie, we will consider these alleged violations first, and upon 

finding violations of these code and rule provisions, we will not consider the other code 

and rule provisions charged. See 901 N.W.2d at 498–99.
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of independent professional judgment on behalf of [one] client will be or 

is likely to be adversely affected by . . . represent[ing] another client. 

Iowa Code Prof’l Responsibility DR 5–105(B)–(C).

The Board also alleged a violation of DR 5–105(D). This code

provision allows multiple representation only “if it is obvious that the 

lawyer can adequately represent the interest of each client and if each 

consents to the representation after full disclosure of the possible effect 

of such representation on the exercise of the lawyer’s professional 

judgment on behalf of each.” Id. DR 5–105(D).

For the period after the adoption of the rules, the Board alleged 

multiple violations parallel to those brought under the prior code. 

Specifically, the Board alleged Hamer’s representations of Paul violated 

rule 32:1.7(a)(2). Under this rule, a lawyer is generally prohibited from 

representing a client when a concurrent conflict of interest involves “a 

significant risk that the representation of one or more clients will be 

materially limited by the lawyer’s responsibility to another client.” Iowa 

R. Prof’l Conduct 32:1.7(a)(2).

The Board also alleged a violation of rule 32:1.7(b). Under this 

rule, a lawyer may represent a client when there is a concurrent conflict 

of interest “if . . . the lawyer reasonably believes that the lawyer will be 

able to provide competent and diligent representation to each affected 

client” and, among other things, “each client gives informed consent,

confirmed in writing.” Id. r. 32:1.7(b).

Count II concerned the loans that Paul made to Hamer or Hamerowned entities. The Board alleged Hamer violated DR 5–104(A) during 

the period prior to the adoption of our current rules. This provision 

states that “[a] lawyer shall not enter into a business transaction with a 

client if they have differing interests . . . and if the client expects the 
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lawyer to exercise professional judgment [on the client’s behalf] unless 

the client has consented after full disclosure.” Iowa Code Prof’l 

Responsibility DR 5–104(A).

The Board also alleged a violation of rule 32:1.8(a). This provision 

states that

[a] lawyer shall not enter into a business transaction with a 

client or knowingly acquire . . . [a] pecuniary interest adverse 

to the client unless . . . the transaction and terms . . . are 

fair and reasonable to the client[;] . . . are fully disclosed and 

transmitted in writing . . . [to] the client; . . . the client is 

advised in writing of the desirability of seeking and is given a 

reasonable opportunity to seek the advice of independent 

legal counsel . . .; and the client gives informed consent, in a 

writing signed by the client, to the essential terms of the 

transaction and the lawyer’s role in the transaction. 

Iowa R. Prof’l Conduct 32:1.8(a).

Count III concerned the joint investments Hamer and Paul made in 

Platinum and UWT. In this count, the Board also alleged violations of

DR 5–104(A) and rule 32:1.8(a). 

Finally, in count IV, the Board alleged ethics violations in 

connection with the undisclosed bonus Hamer included in his 

unitemized bill to Paul for legal services. The Board alleged, among other 

things, that Hamer violated DR 1–102(A)(4), which prohibits lawyers from 

“engag[ing] in conduct involving dishonesty, fraud, deceit, or 

misrepresentation.” Iowa Code Prof’l Responsibility DR 1–102(A)(4). The 

Board also alleged that Hamer violated DR 2–106(A), stating lawyers 

shall not collect a “clearly excessive fee.” Id. DR 2–106(A).

H. Hamer’s Response. Hamer filed a response on April 22, 2016. 

Hamer admitted the transactions occurred but denied any conflict of 

interest, failure to disclose, or lack of consent on Paul’s part.

Specifically, Hamer agreed he offered Paul the private financing 

opportunities at issue. Hamer denied allegations of conflict of interest 
13

and allegations he did not fully disclose to Paul the multiple 

representations and their potential effects. Hamer denied failing to 

explain to Paul how independent counsel might address Paul’s interests 

differently and asserted

although he most certainly did not have a discussion 

detailing how each and every possible other “counsel” may 

have approached Paul’s interests, Respondent did not 

conflict with Paul’s interest in any way and a complete 

disclosure of the circumstances was made to Paul upon 

which Paul could, and did, make an informed decision—as 

he always did and this included discussions of independent 

counsel.

Hamer denied telling Paul the loans would be fully secured with 

adequate collateral. Hamer agreed he never took steps to perfect Paul’s 

security interests but denied that this was ever intended to be his

responsibility. He stressed the decisions whether to make the loans were

solely Paul’s and Paul undertook the decisions with complete disclosure.

With respect to the joint investments, Hamer denied that his and 

Paul’s interests were inconsistent with or diverse from each other. 

Hamer further denied that he failed to make necessary disclosures to 

Paul or failed in his duty to Paul.

With respect to the bonus and loan related to the sale of Buckle 

Down, Hamer asserted Paul agreed to pay Hamer the cash bonus that 

Hamer collected. Hamer denied that Paul repeatedly asked Hamer for a 

detailed statement of the legal fees associates with the Buckle Down sale

or that Hamer repeatedly promised to provide the detailed statement but 

did not do so until February 2010. Hamer agreed he never made any 

disclosures in writing to Paul related to the loans to him or entities he 

owned but denied that this was improper and asserted that all parties 

accepted the terms of the loan.
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I. Grievance Commission Hearing. From March 14–16, 2017, 

the commission held a hearing in the matter. The Board called one 

witness, Paul, and admitted over 500 pages of exhibits. Hamer called 

one witness, himself, and admitted over 1700 pages of exhibits.

Paul was the first witness. Paul described how, after the sale of 

Buckle Down, he had engaged in private banking with individuals and 

businesses that were also Hamer’s clients. The Board asked Paul in 

detail about every loan at issue. The Board often showed Paul the loan 

instruments, and Paul explained what Hamer communicated about the 

loans, which was very limited information. Paul asserted that generally 

he did not know that the other parties in the transactions were other 

Hamer clients. Some of the loan instruments included language such as 

“[t]his Note is to be fully secured and guaranteed.” Paul explained that in 

the case of one loan, Hamer told him that the loan would be secured and 

guaranteed by collateral consisting of “spec houses” because the 

borrower was a realtor and that Hamer would take care of the collateral. 

Paul also explained what he believed to be the collateral or security 

interests in other loans. Paul said Hamer never told him that Paul would 

be responsible for ensuring that Paul’s interests in the collateral or 

security interests were perfected. Paul also reported Hamer did not 

communicate to him anything about the effect of multiple-client 

representations, other than what was said in the single multiple-client 

representation letter that he received and signed in only one of the

transactions.

On the subject of the market-value loans to Hamer, Paul related 

that Hamer requested several loans in 2004 and 2005 for business 

entities that Hamer either owned or had an ownership interest in. Paul 

reported that Hamer did not disclose any financial information about the 
15

business entities, that a conflict of interest might affect Hamer’s 

professional judgment, or that Paul should seek independent counsel.

The Board asked about the investments in Platinum and UWT. 

Paul stated Hamer told him about Platinum, and they along with others,

jointly invested in the business. Paul reported Hamer told him that he—

Hamer—had studied Platinum’s financial information. Hamer, Paul 

claimed, indicated the business was financially solid, had an excellent 

reputation, and therefore was a low-risk investment. Paul said Hamer 

did not disclose that Hamer’s professional judgment would be impaired 

by Hamer joining Paul in the investment or that Paul should seek 

independent counsel.

On the subject of UWT, Paul testified he learned about the 

investment from Hamer, UWT’s CEO, and a UWT selling agent. Paul 

described Hamer as a conduit of information about the investment—

Hamer did not generate any of the information, but Hamer would receive

information from UWT and pass it along to Paul. Paul, Hamer, partners 

in Hamer’s law firm, and other clients of Hamer jointly invested in UWT. 

As with Platinum, Paul claimed Hamer did not disclose that Hamer’s 

professional judgment would be impaired by Hamer joining Paul in the 

investment or that Hamer should seek independent counsel. Paul also 

said Hamer told him the risks of investing in UWT would be low, based 

on UWT’s representation that the business was about to be sold. 

After making several investments in and loans to UWT, Paul, 

Hamer, and the other investors discovered UWT was a fraud. Paul, 

Hamer, and many other investors sued UWT to recover their 

investments. They received a judgment in their favor but recovered 

nothing. Paul explained that the people behind UWT were criminally

prosecuted for the fraud and were currently in federal prison.
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Concerning the bonus, Paul testified that he was very pleased with 

the sale of Buckle Down. Paul said that he wanted to give Hamer a 

bonus of $150,000. According to Paul, Hamer said a cash bonus was 

problematic because Hamer would be required to share the bonus with 

the other law firm partners. Instead of a cash bonus, Hamer asked Paul 

to offer him a $1,000,000 loan over five years at three percent less than 

he would pay elsewhere, which would yield $30,000 a year. This would 

not have to be shared with the partners, Hamer reportedly told Paul. 

Paul said he agreed to the loan.

Paul reported Hamer later told him the legal fees for the Buckle 

Down sale would be about $268,000. Paul paid the fees and received a 

single sheet, unitemized bill. Paul said when he paid the fees, he did not 

understand he was paying Hamer a bonus. Paul described repeatedly 

requesting over a period of five years an itemized bill which he ultimately 

receive in February 2010. When Paul received the itemized bill, he 

learned he had paid Hamer a double bonus, which Paul insisted was 

contrary to their agreement.

On cross-examination, Hamer’s attorney dug into Paul’s testimony 

in detail. Of particular note, Hamer’s attorney asked Paul if the bonus 

Paul suggested was in fact $110,000 and not $150,000. The attorney 

pointed out that in a deposition, Paul said he had proposed a $110,000 

bonus. Paul explained he misspoke in the deposition but promptly, in 

the next paragraph of the deposition, corrected himself and said it was 

not that amount. He reported $110,000 was in his mind because he was 

reviewing the documents prior to the deposition and $110,000 was the 

amount on the note attached to the check copy.

Hamer’s lawyer further questioned Paul about the amount of the 

proposed bonus, reading from the deposition that Paul had then said, “I 
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think initially I proposed $250,000, but I don’t have any notes on the 

whole thing.” Paul replied that the value of the amount he was giving 

Hamer in the loan depended on, from Paul’s perspective, the interest rate 

he could get for the loan in the market. If Paul could have gotten 7.5%, 

he said, then he would have been giving Hamer a five point break which 

would result in a gift of $250,000 over five years. Hamer’s lawyer 

accused Paul of making up bogus mathematical formulae to try to 

support Paul changing the number, but Paul denied this.

Hamer then testified on his own behalf. With respect to the loans 

to his other clients, Hamer testified to his version of events. He 

emphasized Paul’s sophistication and business acumen and claimed he

did speak with Paul about multiple-client representation. He testified he 

was sure Paul knew the borrowers were his clients. Hamer insisted he 

never gave investment advice to Paul and Paul researched all the details 

of the investments and independently made his own decisions. Hamer 

just presented business opportunities to Paul. Hamer pointed out Paul 

made “well over a million dollars” from the private loans that Hamer 

presented to Paul in 2005 and 2006. Throughout, Hamer maintained he 

had not abused Paul’s trust or committed any ethical improprieties in 

these transactions.

A commissioner questioned Hamer about some of the loan 

instruments referring to the transactions as being “secured.” The 

commissioner asked Hamer whether he ever told Paul of the necessity of 

perfecting his security interest, because otherwise it would be fair for 

Paul to expect those sort of loose ends to be taken care of by his 

attorney. Hamer replied,

What I testified to a little bit earlier was a comfort level—I 

think I used that term. In these transactions where I was 

bringing them to him, it was important that he have a 
18

comfort level with the people, with the situation, and with 

the transaction, itself. He looked at these transactions very 

carefully, each one of them. He looked at them, and if he 

directed that I do something, I did it; if he didn’t, I didn’t. 

When you are in a situation when you have a conflict of this 

sort, as [I] understood the rules then and followed the rules, 

I was bringing it. I didn’t negotiate. He said I negotiated; I 

couldn’t negotiate.

The commissioner pressed, asking whether at any time he told 

Paul that, for Paul’s own protection, Paul needed to perfect the security 

interest because if something went wrong there would be a much higher 

risk of loss. Hamer replied he had discussions with Paul about the 

attorney–client relationship and conflicts, and he emphasized that Paul 

was a sophisticated investor who had done UCC transactions before.

The commissioner asked if Hamer considered Paul to be on his 

own in perfecting the security interests without Hamer’s assistance. 

Hamer replied, 

Not necessarily. In some cases he wasn’t. I didn’t expect 

that he would or wouldn’t. . . . I mean, we had 22 

transactions, and in those 22 transactions, 21 of them paid 

back as he expected, as we expected. And the one that we 

didn’t, the security was there . . . What [Paul] thought he 

got, he got.

Hamer confirmed he did not prepare any security agreements; advise 

Paul to have a security agreement prepared; advise Paul to request 

mortgages on properties; or prepare or advise Paul to have prepared the 

personal guarantees, when those were mentioned in the loan instrument. 

Hamer stated, “Knowing the individuals involved, and given the fact that 

I was signing off on this as the signatory on this, the security in many 

respects, in my mind, was myself.”

Hamer also described the circumstances of the market-value loans

that Paul made to entities Hamer owned or had an ownership interest in. 
19

He stressed these were paid back early or on time. Hamer concluded 

these were successful transactions for Paul.

Concerning the joint investments, Hamer testified he personally

lost $2,250,000 in UWT and Platinum. He never recovered any money 

from the lawsuit against UWT. Hamer believed the origin of Paul’s 

complaint was the revelation that UWT was a scam, which hurt both 

Hamer and Paul. Hamer suggested Paul manufactured these claims out 

of anger at Hamer over the failed investments. Hamer described the 

scam perpetrated by UWT as “incredibly sophisticated,” noting many 

other investors were bilked by UWT and the people responsible for UWT 

were federally prosecuted for their crimes.

On the subject of the bonus, Hamer stressed there was only one 

bonus, which was a cash bonus of $110,000 and Paul proposed this 

amount. The $1,000,000 loan at 2.5% was an ordinary loan, and the 

interest rate was Paul’s idea and was not suggested by Hamer. When 

questioned why the interest rate on that loan was so much lower than 

the other loans that Paul made to Hamer and Hamer’s clients, Hamer 

said he could not explain why Paul did what he did, but Hamer saw the 

low rate as a gift.

With respect to mitigating factors, Hamer described the numerous 

community activities in which he participated. This list included 

coaching, parent–teacher associations and other school groups, various 

religious groups and other nonprofits, and the Iowa City Community 

Theater and other community organizations. Hamer also indicated he 

had reduced his practice and was in the process of winding it down 

because of health problems which began in 2015.

J. Grievance Commission Findings, Conclusions, and 

Recommendation. In the commission’s findings of fact, conclusions of 
20

law, and recommendation, the commission noted it found both Hamer 

and Paul lacked credibility3 “in at least portions of their testimony at the 

hearing.” As a result, it held the Board failed to establish by a 

convincing preponderance of the evidence that Hamer never informed 

Paul that the borrowers in the transactions were also Hamer’s clients.

The commission nevertheless found Hamer violated all of the code

and rule violations described above, except in count III with respect to 

the joint investments. There it found inconsistencies in Paul’s testimony 

about his reliance on Hamer for investment advice, communications with 

UWT, and negotiations. The commission noted Paul had contact with 

UWT’s CEO and broker, reviewed investment materials, and negotiated 

some of the terms on the Platinum investment. Hamer did not originate 

the UWT information that Paul considered when deciding whether to 

invest in UWT.

For mitigating circumstances, the commission recognized Hamer 

had no record of prior disciplinary actions and had cooperated with the 

Board’s investigation. Hamer also engaged in community and volunteer 

activities. Finally, the commission noted all of the loans Paul made to 

Hamer’s clients except one had been repaid.

For aggravating circumstances, the commission noted that while 

each violation was not great in and of itself, collectively they warranted a 

severe sanction because they showed Hamer either did not understand 

the nature of his actions or did not believe the actions were violations of 

the rules. The commission observed violations of multiple ethical rules

 3A finder of fact is free to credit some testimony of a witness while discounting 

other testimony from the same witness. Top of Iowa Coop. v. Sime Farms, Inc., 608 

N.W.2d 454, 468 (Iowa 2000); see also In re Askew, 96 A.3d 52, 60 (D.C. 2014). 

Further, finding some testimony not credible does not necessarily mean finding that the 

witness was being deliberately dishonest—a witness could be simply mistaken, for 

example. See Aden v. Holder, 589 F.3d 1040, 1045 (9th Cir. 2009).
21

and a pattern of conduct occurring over years warranted increased 

disciplinary sanctions. The commission found Hamer was an 

experienced attorney and this was an aggravating factor to be 

considered. Finally, the commission found Hamer’s misconduct reflected

poorly on the legal profession as a whole, requiring a suspension to 

penalize the lawyer and deter others.

Based on all the facts and circumstances, the commission 

recommended a six-month suspension.

II. Standard of Review.

We review commission reports de novo. Iowa Supreme Ct. Att’y 

Disciplinary Bd. v. Kieffer-Garrison, 847 N.W.2d 489, 492 (Iowa 2014); 

Iowa Supreme Ct. Att’y Disciplinary Bd. v. Howe, 706 N.W.2d 360, 366 

(Iowa 2005). We give weight to the factual findings of the commission, 

especially with respect to witness credibility but are not bound by the 

commission’s determinations. Iowa Supreme Ct. Att’y Disciplinary Bd. v. 

Blessum, 861 N.W.2d 575, 582 (Iowa 2015). The Board has the burden 

of proving attorney misconduct by a convincing preponderance of the 

evidence. Iowa Supreme Ct. Att’y Disciplinary Bd. v. Bowles, 794 N.W.2d 

1, 3 (Iowa 2011).

“Although we respectfully consider the discipline recommended by 

the [c]ommission, the final decision on the appropriate sanction is for 

this court.” Kieffer-Garrison, 847 N.W.2d at 492 (quoting Howe, 706 

N.W.2d at 366).

III. Conflicts of Interest Between Current Clients.

A. Positions of the Parties. Hamer argues the Board has failed 

to prove any violation of attorney ethics under the code or the rules. He 

emphasizes the rules for ethical conduct do not prevent multiple-client 

representation when two or more clients have exceedingly similar or 
22

aligned interests. Here, he argues, all parties had similarly aligned 

interests in the private loans and there was no likelihood Hamer would 

be subject to adverse influences affecting his independent judgment on 

behalf of each client. He asserts he made appropriate disclosures to all 

clients and received informed consent.

The Board argues Hamer violated numerous rules in the 

transactions between Paul and other clients. The Board contends Hamer 

violated DR 5–105(C) and (D) in initiating and arranging loans between 

Paul and other clients. Hamer represented both creditor and debtor in 

commercial transactions. See Iowa Supreme Ct. Bd. of Prof’l Ethics & 

Conduct v. Wagner, 599 N.W.2d 721, 728–29 (Iowa 1999) (noting 

disclosure of dual representation and detailed nature of conflicts 

required in large commercial transaction). The Board argues although

Hamer allegedly told Paul the borrowers were clients, Hamer never said 

he explained the pitfalls that might arise in the transaction that would 

make it desirable for Paul to obtain independent counsel. Although 

Hamer testified he strove to make disclosures to his clients to achieve a 

mutual comfort level for them to proceed with the transaction, the Board 

contends the multiple-client disclosure letter that Paul signed for one of 

the loans was inadequate. See Iowa Supreme Ct. Att’y Disciplinary Bd. v. 

Clauss, 711 N.W.2d 1, 2–4 (Iowa 2006).

With respect to the loan occurring after July 2005, the Board 

argues Hamer violated rule 32:1.7(a)(2), (b). Hamer never obtained Paul’s 

informed consent in writing as required by the rule. While Hamer 

provided a multiple-client representation letter, Paul never saw this. 

Further, Hamer did not advise Paul that confidential communications 

from Paul would be shared with the other client and vice versa.
23

B. Required Disclosures for Informed Consent in Conflict-ofInterest Representations Between Clients.

1. Under the code. The Iowa Code of Professional Responsibility 

for Lawyers DR 5–105(B) provides,

(B) A lawyer shall decline proffered employment if the 

exercise of independent professional judgment on behalf of a 

client will be or is likely to be adversely affected by the 

acceptance of the proffered employment, except to the extent 

permitted under DR 5–105(D).

Additionally, DR 5–105(C) states,

(C) A lawyer shall not continue multiple employment if 

the exercise of independent professional judgment on behalf 

of a client will be or is likely to be adversely affected by the 

representation of another client, except to the extent 

permitted under DR 5–105(D).

Id. DR 5–105(C).

Finally, the exception to the above provided in DR 5–105(D) reads,

(D) In the situations covered by DR 5–105(B) and 

DR 5–105(C), a lawyer may represent multiple clients if it is 

obvious that the lawyer can adequately represent the interest 

of each and if each consents to the representation after full 

disclosure of the possible effect of such representation on the 

exercise of the lawyer’s independent professional judgment 

on behalf of each.

Id. DR 5–105(D).

For full disclosure under DR 5–105(D), the Iowa Supreme Court 

has said that it requires the

attorney not only to inform the prospective client of the 

attorney’s relationship with the [other party], but also to 

explain in detail the pitfalls that may arise in the course of 

the transaction which would make it desirable that the buyer 

obtain independent counsel.

Wagner, 599 N.W.2d at 728 (quoting In re Dolan, 384 A.2d 1076, 1080 

(N.J. 1978)). We spoke further of the level of detail that is required to 

make full disclosure:
24

[A full disclosure] requires a detailed explanation to the 

client of all possible areas where the interest of one client 

may differ from that of the other. The burden is upon the 

lawyer to raise all possibilities. A simple recitation of the 

applicable law is inadequate. An explanation of the 

applicable law to every possible factual situation is essential.

Id. at 729 (alteration in original) (quoting Iowa Supreme Ct. Bd. of Prof’l 

Ethics & Conduct Formal Opinion, No. 79-19).

In Wagner, an attorney represented both the buyer and the seller 

in a real estate transaction. Id. at 724–25. This triggered a duty of full 

disclosure in order for the attorney to get informed consent. Id. at 728. 

The attorney, however, only told the clients about the possibility of a 

conflict, but did not advise what possible conflicts might arise and why 

independent counsel was advisable. Id. at 729. The attorney’s 

disclosures were, therefore, inadequate. Id. The client was harmed, the 

court explained, by not having the opportunity for representation by a 

truly independent counsel who could have better protected the client’s 

interest in the transaction. Id. The fact that the attorney did not 

negotiate the purchase price between the parties did not eliminate the 

conflict of interest. Id. at 726. The attorney thus violated DR 5–105(B)–

(D). Id. at 729.

In Clauss, an attorney represented both a landlord and a renter in 

the collection and payment of past-due rental fees. 711 N.W.2d at 2. 

The attorney attempted to obtain a waiver of the conflict, sending a letter 

to both, which they both signed, simply stating the attorney was asking 

them to wave the conflict and the other client had no problems under the 

circumstances. Id. The Clauss court held these were not valid waivers of 

conflict under DR 5–105(D). Id. at 3. Importantly, the attorney’s letter 

lacked a “full disclosure of the possible effect of such representation on 
25

the exercise of the lawyer’s independent professional judgment on behalf 

of each.” Id. at 3 (quoting DR 5–105(D)).

2. Under the rules. Rule 32:1.7(a) reads,

(a) Except as provided in paragraph (b), a lawyer shall 

not represent a client if the representation involves a 

concurrent conflict of interest. A concurrent conflict of 

interest exists if:

(1) the representation of one client will be directly 

adverse to another client; or

(2) there is a significant risk that the representation of 

one or more clients will be materially limited by the lawyer’s 

responsibilities to another client, a former client, or a third 

person or by a personal interest of the lawyer.

Iowa R. Prof’l Conduct 32:1.7(a)(1)–(2). Rule 32:1.7(b) states,

(b) Notwithstanding the existence of a concurrent 

conflict of interest under paragraph (a), a lawyer may 

represent a client if:

(1) the lawyer reasonably believes that the lawyer will 

be able to provide competent and diligent representation to 

each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of 

a claim by one client against another client represented by 

the lawyer in the same litigation or other proceeding before a 

tribunal; and

(4) each affected client gives informed consent, 

confirmed in writing.

Id. r. 32:1.7(b)(1)–(4).

We recently heard Iowa Supreme Court Attorney Disciplinary Board

v. Willey, 889 N.W.2d 647 (Iowa 2017). In Willey, the attorney Willey had 

two clients, Wild and Wieniewitz. Id. at 650. Wild was the president of a 

company called Synergy. Id. When Willey learned that Wieniewitz was 

interested in investment opportunities, Willey offered an investment in 

Synergy and arranged the investment in the form of a loan. Id. 
26

Wieniewitz denied that Willey told him that Wild and Synergy were 

Willey’s clients. Id. All communication about the loan went through 

Willey. Id. Willey never obtained informed consent from Wieniewitz nor 

confirmed in writing any potential conflict of interest with Wild and 

Synergy. Id. at 651. Willey did not recommend Wieniewitz consult with 

independent counsel. Id. Wieniewitz never received any of the promised 

payments for the investment, which was supposed to be repaid within 

forty-five days with additional payments to follow. Id. at 650–51. Willey 

repeatedly assured Wieniewitz there was only a short delay and 

payments would be made within a week. Willey made such assurances 

frequently for over a year and a half. Id. at 652.

In determining whether there was a conflict of interest under rule 

32:1.7(a)(2), we explained that we use a two-step approach to determine 

whether an attorney violated the rule. Id. at 653. We first decide 

whether the lawyer’s representation of one client was affected by his or 

her “responsibilities to another client, a former client, or a third person.” 

Id. (quoting Iowa R. Prof’l Conduct 32:1.7(a)(2)); see also Iowa Supreme 

Ct. Att’y Disciplinary Bd. v. Stoller, 879 N.W.2d 199, 207 (Iowa 2016). If 

the answer to this is yes, we then determine whether the attorney’s 

“representation of one client was materially limited by his [or her]

representation of another.” Willey, 889 N.W.2d at 653. We noted 

comment 8 to rule 32:1.7 states,

Even where there is no direct adverseness, a conflict of 

interest exists if there is a significant risk that a lawyer’s 

ability to consider, recommend, or carry out an appropriate 

course of action for the client will be materially limited as a 

result of the lawyer’s other responsibilities or interests.

Id. (quoting Iowa R. Prof’l Conduct 32:1.7 cmt. 8). We stressed 

[t]he key questions a lawyer must ask are whether it is likely 

a difference in interests will occur between the clients and, if 
27

so, whether that difference in interests will interfere with the 

lawyer’s ability to offer independent, professional judgment 

to each client. 

Id. at 653–54.

We held there was a concurrent conflict of interest. Id. at 656. 

The interests of Wieniewitz, who loaned the money, and Synergy and 

Wild, the borrowers, “were at odds from the beginning.” Id. Willey’s 

representation of Wieniewitz was materially limited because Willey was 

unable to adequately pursue Wieniewitz’s interest in obtaining the return 

of his original investment—Willey only forwarded information from one 

client to another and did nothing to protect Wieniewitz. Id. We also held 

Willey failed to obtain informed consent, confirmed in writing, from 

Wieniewitz before continuing to represent both parties in the transaction. 

Id.

C. Discussion. First, considering the transactions between Paul 

and other Hamer clients that occurred before July 2005, we hold the 

Board has shown by a convincing preponderance of the evidence that 

Hamer violated Iowa Code of Professional Responsibility for Lawyers 

DR 5–105(B)–(D). For later conduct, we also hold the Board has shown

Hamer violated Iowa Rule of Professional Conduct 32:1.7(a) and (b) by a 

convincing preponderance of the evidence.

Under both the code and the rules, the Board must show there was 

a concurrent conflict of interest between Paul and the other Hamer

clients in order to trigger Hamer’s duty of obtaining informed consent 

from Paul and the other clients, after full disclosure. The Board has 

done this by showing that Hamer represented Paul as the lender and the 

other clients as the borrowers in the private loans. As we explained 

under similar circumstances in Willey, there was a concurrent conflict of 

interest when Hamer represented both the lender Paul and the borrowers 
28

because the interests of Paul and the borrowers “were at odds from the 

beginning.” 889 N.W.2d at 656.

In attempting to argue there was no conflict of interest between 

Paul and the borrowers, Hamer stressed Paul and the borrowers had 

similarly aligned interests. This is simply wrong. While it is generally 

true that both lenders and borrowers have an interest in successfully 

completing the loan transaction, lenders and borrowers have conflicting 

interests at the initiation of the transaction in obtaining favorable terms. 

It hardly needs to be said that a term that is a favorable term for the 

borrower tends to be an unfavorable term for the lender and vice versa.

Hamer also stresses he performed no negotiations on behalf of 

either Paul or the lenders, but as we noted in Wagner in the context of a 

real estate transaction, the fact that an attorney does not perform any 

negotiations between the parties does not eliminate the conflict. 599 

N.W.2d at 726. Borrowers and lenders may also have conflicting 

interests throughout the transaction, particularly when the borrower 

encounters difficulties in repaying the loan, as happened here in at least 

two of the loans described in the complaint.

The code and the rules have slightly different requirements for 

informed consent, and so whether Hamer obtained informed consent 

from Paul must be analyzed separately under the code and the rules. 

Under DR 5–105(B)–(D), unlike under rule 32:1.7(a) and (b), the 

client’s informed consent need not be confirmed in writing. Here, we 

have conflicting testimony from Hamer and Paul about the nature and 

type of disclosures that Hamer orally made to Paul about the conflict. 

While we agree with the commission’s findings of credibility with respect 

to Hamer and Paul, even assuming that we completely credit Hamer’s 

testimony about the disclosures he made, we would still find that Hamer 
29

failed to fully disclose to Paul the possible effect of representing both 

Paul and the borrower on the exercise of Hamer’s independent 

professional judgment on Paul’s behalf. See Clauss, 711 N.W.2d at 3.

We note that in Hamer’s response to the Board’s complaint, Hamer 

repeatedly asserted that “he most certainly did not have a discussion 

detailing how each and every possible other ‘counsel’ may have 

approached Paul’s interest.” While the code does not require Hamer to 

have disclosed how “each and every possible” independent counsel might 

approach his or her representation of Paul, the code does require Hamer

have disclosed how an unconflicted attorney would be better able to 

represent Paul’s interests than Hamer with respect to the transactions at 

hand. At the very least, Hamer’s disclosure should have included how 

an unconflicted attorney would be able to represent Paul in the event of 

the borrower defaulting on the loan—which, of course, is one of the most 

obvious events that could happen in a loan and that any competent 

attorney must envision as a possibility. In addition, an unconflicted 

attorney representing the lender in a loan transaction would carefully 

examine available collateral, advise the client of potential remedies in the 

event of default, and ensure any security interests supporting the loan 

were properly perfected. We further note the one time that Hamer 

provided Paul with a multiple-client representation letter, this letter, 

while somewhat lengthy, failed to provide the required specific, in-context 

assessment of the pitfalls that might arise in the course of the loan that

would make it desirable that Paul obtain independent counsel. See 

Wagner, 599 N.W.2d at 728.

With respect to the transaction that occurred after July 2005, it is 

undisputed that Hamer did not obtain informed consent from Paul 

confirmed in writing as required by rule 32:1.7(b). We note that Hamer 
30

prepared a multiple-client representation letter and consent form for this 

transaction, but this letter was not signed by Paul. We further credit 

Paul’s testimony that he was not contemporaneously presented with the 

letter. Even if Paul had signed this consent form, as we explained above 

with respect to the prior, similar informed-consent letter, this letter was 

insufficient to serve as full disclosure because, at the very least, it lacked 

a specific discussion of the potential pitfalls involved in the transactions 

at hand.

For the above reasons, we conclude the Board proved by a 

convincing preponderance of the evidence that Hamer repeatedly violated 

DR 5–105(B)–(D) and rule 32:1.7(a) and (b).

IV. Conflicts of Interest Between Attorney and Client: Loans 

and Joint Investments.

A. Positions of the Parties. Hamer argues the loans he entered 

into with Paul were standard commercial transactions because of Paul’s 

expertise and experience as a private banker. In a comment to Iowa Rule 

of Professional Conduct 32:1.8, if a client offers standard commercial 

transactions for products and services, including banking or brokerage 

services, then “the lawyer has no advantage in dealing with the client,

and the restrictions in [rule 32:1.8(a)] are unnecessary and 

impracticable.” Iowa R. Prof’l Conduct 32:1.8 cmt 1. Hamer asserts Paul

was engaged in private banking and was an expert in it, and thus the 

loans fall squarely within the standard commercial transaction exception 

to the rule. See generally Iowa Supreme Ct. Att’y Disciplinary Bd. v. 

Dolezal, 841 N.W.2d 114, 122–23 (Iowa 2013) (discussing standard 

commercial transaction exception to rule 32:1.8(a)).

The Board argues that Hamer violated numerous code provisions 

and rules in arranging loans between Paul and entities that Hamer 
31

owned or an ownership interest in. First, the Board argues Hamer 

violated DR 5–104(A) for the million dollar “bonus” loan between Paul 

and Hamer’s company Quad Four, L.L.C. in July 2004.

The Board also asserts the July 2004 loan to Quad Four, L.L.C.

violated DR 5–101(A). See Clauss, 711 N.W.2d at 3–5 (representing 

judgment creditor and judgment debtor simultaneously). Hamer 

accepted employment when his own interests impaired or may have 

impaired his independent professional judgment by borrowing money 

from Paul and becoming one of Paul’s debtors.

B. Required Disclosures for Informed Consent in Conflict-ofInterest Representations Between Attorney and Client.

1. Under the code. Iowa Code of Professional Responsibility for 

Lawyers DR 5–101(A) states,

(A) Except with the consent of the client after full 

disclosure, a lawyer shall not accept employment if the 

exercise of the lawyer’s professional judgment on behalf of 

the client will be or reasonably may be affected by the 

lawyer’s own financial, business, property, or personal 

interests.

DR 5–104(A) states,

(A) A lawyer shall not enter into a business 

transaction with a client if they have differing interests 

therein and if the client expects the lawyer to exercise 

professional judgment therein for the protection of the client, 

unless the client has consented after full disclosure.

Id. DR 5–104(A).

In Committee on Professional Ethics & Conduct v. Mershon, 316 

N.W.2d 895 (Iowa 1982), an attorney formed a corporation with his client 

named Miller and a third individual named Schenk, who was not a client. 

Id. at 896–97. When Miller died, the attorney and Schenk disputed the 

ownership of the corporation. Id. at 897. The question before the court
32

was whether the evidence showed the attorney violated DR 5–104(A), 

prohibiting business transactions with clients when there is a conflict, 

unless the client has consented after full disclosure. Id.

The Mershon court explained,

In order to establish a violation of DR 5–104(A) it is 

necessary to show that the lawyer and client had differing 

interests in the transaction, that the client expected the 

lawyer to exercise his professional judgment for the 

protection of the client, and that the client consented to the 

transaction without full disclosure.

Id. at 898. The court noted that there was no dispute that the attorney 

and Miller had differing interests in the transaction and that Miller relied 

on the attorney to exercise his professional judgment to protect him. Id. 

The fighting issue was whether the attorney made full disclosure to 

Miller. Id. at 898–99.

The court held that because a fiduciary relationship exists, an 

attorney

has the burden of showing that the transaction “was in all 

respects fairly and equitably conducted; that he fully and 

faithfully discharged all his duties to his client, not only by 

refraining from any misrepresentation or concealment of any 

material fact, but by active diligence to see that his client 

was fully informed of the nature and effect of the transaction 

proposed and of his own rights and interests in the subject 

matter involved, and by seeing to it that his client either has 

independent advice in the matter or else receives from the 

attorney such advice as the latter would have been expected 

to give had the transaction been one between his client and a 

stranger.”

Id. at 899 (quoting Goldman v. Kane, 329 N.E.2d 770, 773 (Mass. App. 

Ct. 1975)). Thus, because the record did not show that the attorney 

made a full disclosure to Miller before Miller consented to the 

transaction, a violation of DR 5–104(A) was established. Id. at 900.
33

Since Mershon, we have regularly confirmed that “when an 

attorney engages in business transactions with a client involving 

conflicting interests, the burden is on the attorney to show that he acted 

in good faith and made full disclosures.” Iowa Supreme Ct. Att’y 

Disciplinary Bd. v. Wintroub, 745 N.W.2d 469, 474 (Iowa 2008); see also 

Iowa Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Sikma, 533 N.W.2d 

532, 535–36 (Iowa 1995); Smith v. Bitter, 319 N.W.2d 196, 198 (Iowa 

1982) (emphasizing the “harsh and demanding responsibilities of an 

attorney” in a business relationship with clients). If the record fails to 

affirmatively show the client was fully advised about the facts and legal 

consequences of a transaction that are necessary to make an intelligent 

decision, there is an ethical violation. Wintroub, 745 N.W.2d at 474.

2. Under the rules. Rule 32:1.8(a) provides,

(a) A lawyer shall not enter into a business 

transaction with a client or knowingly acquire an ownership, 

possessory, security, or other pecuniary interest adverse to a 

client unless:

(1) the transaction and terms on which the lawyer 

acquires the interest are fair and reasonable to the client and 

are fully disclosed and transmitted in writing in a manner 

that can be reasonably understood by the client;

(2) the client is advised in writing of the desirability of 

seeking and is given a reasonable opportunity to seek the

advice of independent legal counsel on the transaction; and

(3) the client gives informed consent, in a writing 

signed by the client, to the essential terms of the transaction 

and the lawyer’s role in the transaction, including whether 

the lawyer is representing the client in the transaction.

Iowa R. Prof’l Conduct 32:1.8(a)(1)–(3). Comment 1 to rule 32:1.8 states

the rule does not apply to standard commercial transactions 

between the lawyer and the client for products or services 

that the client generally markets to others, for example, 

banking or brokerage services, medical services, products 

manufactured or distributed by the client, and utilities’ 

services. In such transactions, the lawyer has no advantage 
34

in dealing with the client, and the restrictions in paragraph 

(a) are unnecessary and impracticable.

Id. r. 32:1.8 cmt 1.

C. Discussion. We first address Hamer’s argument that the 

commission erred in requiring him to affirmatively show he fully 

disclosed the conflict of interest to Paul. Hamer is incorrect under our 

longstanding precedent described above. Once the Board shows an 

attorney engaged in business transactions with a client and they had 

conflicting interests, the burden shifts to the attorney to show good faith 

and full disclosure. If the attorney cannot affirmatively show this, the 

attorney has violated the code or the rules.

The fact that an attorney’s disclosure requirements are “harsh and 

demanding,” and that our rules require the attorney to demonstrate good 

faith and full disclosure at a disciplinary hearing, serves to remind 

attorneys to be very careful when engaging in these type of transactions. 

See Smith, 319 N.W.2d at 198. While the code and the rules allow a 

client to waive the conflict of interest, the onerous burden of ensuring 

documentary evidence of good faith and full disclosure should make 

such business transactions the exception rather than the rule. A client 

simply cannot waive the conflict as a matter of informal routine. The 

disclosure must include a detailed, situation-specific discussion of the 

ways that are reasonably foreseeable in which the attorney’s conflict 

could potentially impact that particular client with that particular 

conflict, along with all of the other required disclosures including how 

confidential information will be handled.

With respect to the loans between Paul and Hamer, we find Hamer 

has failed to meet his burden of showing that he obtained Paul’s 

informed consent for the transactions. We wish to stress the loans 
35

between Paul and Hamer were not standard commercial transactions. 

While Paul and Hamer may have termed Paul’s loans “private banking,” 

they bear little resemblance to actual banks and their lending practices. 

For example, borrowers did not need to fill out any forms for Paul or 

disclose their financial information. Paul did not run a credit check on 

the borrowers prior to lending them money.

Because the loans between Paul and Hamer were not standard 

commercial transactions, and because Hamer has not shown that Paul 

was advised of the need to seek independent legal counsel or that he 

gave informed consent to the terms of the transaction and the lawyer’s 

role in the transaction, we find Hamer violated DR 5–101(A), 

DR 5–104(A) and rule 32:1.8.

With respect to Paul and Hamer’s investments in Platinum and 

UWT in count III, the commission found the Board had failed to show 

Hamer violated the code and rule provisions. The commission found 

Paul was not credible when he testified that he relied upon Hamer for 

investment advice in Platinum and UWT. The commission found Paul 

reviewed investment information material from Platinum and UWT, 

negotiated with Platinum, and had personal contact with individuals at 

UWT. In short, the commission found the record did not establish Paul’s 

reliance on Hamer for advice in connection with what turned out to be 

bad investments. The Board on appeal does not contest the 

commission’s approach. We find no reason to disturb the commission’s 

conclusion regarding Platinum and UWT. 

V. Excessive Fee and Dishonest Conduct: The Bonus.

A. Positions of the Parties. Hamer argues the commission erred 

in finding that Hamer collected an excessive fee for his role in the sale of 

Buckle Down. First, Hamer reasserts Paul’s testimony was totally 
36

lacking in credibility. Hamer points to Paul’s inconsistency about the 

amount of the bonus he claimed he originally proposed, whether 

$250,000, $150,000, or $110,000. Hamer claims the testimony that he 

declined the cash bonus and proposed a $1,000,000 loan at 2.5% was

completely fabricated, motivated by Paul’s desire to hurt Hamer. Finally, 

Hamer argues the total fee was not excessive because the sale of Buckle 

Down was highly technical and required Hamer’s advanced legal 

expertise for work that spanned six years.

The Board argues Hamer violated DR 1–102(A)(4) and DR 2–106(A) 

in collecting two bonuses for the sale of Buckle Down, one cash bonus of 

$110,000 that Paul did not know about and one discounted-interest 

bonus on a $1,000,000 loan to which Paul had agreed. The Board 

argues it has met its burden to show Hamer’s intent for the charge of 

misconduct under DR 1–102(A)(4) because Hamer withheld the itemized 

bill for Buckle Down from Paul until long after Hamer obtained the loan. 

See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Kress, 747 N.W.2d 530, 

538 (Iowa 2008) (establishing the Board’s duty to show intent). The 

natural and logical consequences of delaying the bill’s release to Paul 

was to intentionally mislead Paul and dishonestly obtain a second bonus 

through the low-interest-rate loan.

B. Discussion. The resolution of disciplinary issues surrounding 

the bonus issue depends on credibility determinations. If Paul’s version 

of events surrounding the bonus issue is believed, Hamer would face at 

least two potential disciplinary problems. First, it would be improper for 

Hamer to secure a preferential loan from Paul, which would inure solely 

for Hamer’s personal benefit, in lieu of a cash bonus for Hamer’s work on 

the Buckle Down transaction, which would be paid to Hamer’s law firm. 

We have condemned the diversion of fees owed to a firm into a lawyer’s
37

personal account on numerous occasions. See State v. Henrichsen, 825 

N.W.2d 525, 527–28 (Iowa 2013). But the Board did not charge Paul 

with a Henrichsen-type violation. See Iowa Supreme Ct. Att’y Disciplinary 

Bd. v. Nelson, 838 N.W.2d 528, 536 n.2 (Iowa 2013) (noting that finding 

an attorney in violation of a rule not charged by the Board would deprive 

the attorney of procedural due process).

Instead, the Board charged Hamer with ethical violations in 

connection with the payment of what Paul characterizes as an 

unauthorized, double bonus that was included in the unitemized fee 

statement that Hamer presented to Paul for his work in the Buckle Down 

transaction. In his brief, Hamer notes that if the facts were as alleged by 

Paul, it would amount to theft. Iowa Code of Professional Responsibility

for Lawyers DR 1–102(A)(4) prohibits a lawyer from “[e]ngag[ing] in 

conduct involving dishonesty, fraud, deceit, or misrepresentation.” To 

prove a violation of DR 1–102(A)(4), the Board must show the attorney 

intentionally engaged in fraud, dishonesty, or deceit. Kress, 747 N.W.2d 

at 538. Intent is shown for the purpose of a disciplinary proceeding 

“where the evidence shows that the actor intends the natural and logical 

consequences of his or her acts” by a convincing preponderance of the 

evidence. Id. 

On the factual question of whether Hamer charged an 

unauthorized double bonus in his unitemized fee statement, we note

several features of the record. On the one hand, Hamer has no 

explanation as to why Paul would extend the $1,000,000 loan to him at 

the very low rate of 2.5% annual interest. The interest rate on the loan 

was far below the interest rate Paul received on other loans, including a 

later loan to Hamer. Further, why did it take Hamer five years to 

disclose to Paul that an $110,000 bonus was contained within the 
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unitemized fee statement? On the other hand, Paul did not mention the 

double-bonus problem in his original complaint filed with the Board. If 

Paul had, in fact, paid an unauthorized second bonus of $110,000, one 

would expect this to be included in an ethics complaint filed with the 

Board.

The commission found the facts on the double bonus adversely to 

Hamer. We ordinarily give deference to the fact finding of the 

commission on questions where the credibility of witnesses is involved. 

Iowa Supreme Ct. Att’y Disciplinary Bd. v. Moothart, 860 N.W.2d 598, 602 

(Iowa 2015). Based on the cold record, it is difficult to determine 

whether there was a double bonus or whether there was simply some 

kind of misunderstanding between Paul and Hamer. At a minimum, 

however, we think Hamer acted deceitfully when he presented Paul with 

an unitemized bill with an undisclosed substantial bonus and refused to 

provide him with an itemization for five years. We thus think the Board 

proved a violation of DR 1–102A(4) by a clear and convincing 

preponderance of the evidence.

VI. Sanction.

A. Positions of the Parties. Hamer argues that no sanction 

should be imposed. If we do impose a sanction, however, Hamer asserts 

that his involvement in the community, including pro bono work and 

volunteering, is a significant mitigating factor. 

The Board requests that we impose an “appropriate disciplinary 

sanction” against Hamer. It draws our attention to the following 

aggravating factors: a pattern of misconduct, multiple offenses, refusing 

to acknowledge the wrongful nature of the conduct, harm to the client, 

and Hamer’s substantial experience in the practice of law.
39

B. Appropriate Sanction. We now turn to the issue of the 

appropriate sanction. We individually craft an appropriate sanction for 

each case in light of its particular circumstances. Dolezal, 841 N.W.2d at 

127.

In determining the appropriate discipline, we consider the 

nature of the alleged violations, the need for deterrence, 

protection of the public, maintenance of the reputation of the 

bar as a whole, and the respondent’s fitness to continue in 

the practice of law, as well as any aggravating and mitigating 

circumstances.

Iowa Supreme Ct. Att’y Disciplinary Bd. v. Marks, 831 N.W.2d 194, 201 

(Iowa 2013) (quoting Iowa Supreme Ct. Att’y Disciplinary Bd. v. Cannon, 

821 N.W.2d 873, 880 (Iowa 2012)).

In Willey, we imposed a suspension of sixty days for one instance 

of an attorney representing both sides in a loan without first obtaining 

informed consent from both parties. 889 N.W.2d at 658. In Wagner, we 

imposed a three-month suspension for one instance of representing both 

parties in a real estate transaction in which the attorney had an interest

in, which he failed to disclose to the client. 599 N.W.2d at 729–31. 

Clauss also involved a single instance of representing both parties in a 

loan without first obtaining informed consent, but we imposed a sixmonth suspension because of aggravating factors, including an extensive 

history of disciplinary infractions and the fact that Clauss personally 

beneficiated financially from the transaction. 711 N.W.2d at 4–5. Here, 

however, Hamer repeatedly and over the course of several years 

represented both parties in many loans. See, e.g., Iowa Supreme Ct. Att’y 

Disciplinary Bd. v. Mendez, 855 N.W.2d 156, 175 (Iowa 2014) (imposing 

suspension of sixty days for one conflict-of-interest violation, among 

other violations); Iowa Supreme Ct. Att’y Disciplinary Bd. v. Qualley, 828 

N.W.2d 282, 288, 294 (Iowa 2013) (suspending attorney’s license for 
40

sixty days for one conflict-of-interest violation, along with other rule 

violations); Iowa Supreme Ct. Att’y Disciplinary Bd. v. Netti, 797 N.W.2d 

591, 606–07 (Iowa 2011) (suspending attorney for two years for a 

conflict-of-interest representation violation, along with a dizzying array of 

other violations, because attorney’s conduct was “serious, egregious, and 

persistent” and harmed clients); Iowa Supreme Ct. Att’y Disciplinary Bd. 

v. Zenor, 707 N.W.2d 176, 187 (Iowa 2005) (suspending attorney for four 

months for engaging in criminal defense work while working as the 

county attorney); see generally Stoller, 879 N.W.2d at 219 (canvassing 

the caselaw and concluding a majority of sanctions imposed in conflictof-interest cases range from suspensions of sixty days to a suspension of 

four months, depending on the egregiousness or number of violations).

That brings us to the question of double bonuses. Whatever 

confusion there may have been originally about the payment of a bonus, 

we think Hamer acted with deceit when he refused to give Paul an 

itemized statement disclosing the $110,000 bonus that was included in 

his billing for the Buckle Down sale. On top of the other nondisclosures, 

this is a troublesome violation. See, e.g., Iowa Supreme Ct. Att’y 

Disciplinary Bd. v. Bartley, 860 N.W.2d 331, 338, 340 (Iowa 2015) 

(suspending license for six months for, among other things, a series of 

misrepresentations to law firm and to the court); Iowa Supreme Ct. Att’y 

Disciplinary Bd. v. McGinness, 844 N.W.2d 456, 459–60, 467 (Iowa 2014) 

(suspending attorney’s license for six months for deceit persisting over a 

period of time involving forged proof of service); Iowa Supreme Ct. Bd. of 

Prof’l Ethics & Conduct v. Stein, 586 N.W.2d 523, 526 (Iowa 1998) 

(neglecting client matters and making numerous misrepresentations to 

hide neglect warranted 180-day suspension).
41

Turning next to mitigating factors, Hamer does have an impressive 

record of community service. See Iowa Supreme Ct. Att’y Disciplinary Bd. 

v. Taylor, 887 N.W.2d 369, 382 (Iowa 2016). Additionally, Hamer has 

never had any prior disciplinary action taken against him. Bartley, 860 

N.W.2d at 339.

There are, however, a substantial number of aggravating factors. 

Hamer’s lengthy career as a business attorney must be a strike against 

him, as well as his continued professed lack of understanding that the 

actions which he admits to doing clearly violated attorney ethics. See id.; 

Comm. on Prof’l Ethics & Conduct v. Hall, 463 N.W.2d 30, 36 (Iowa 1990) 

(finding that attorney’s belief that nothing he did was really wrong in a 

conflict of interest representation is an aggravating factor). Additionally, 

Hamer committed numerous violations over a period of years, showing a 

pattern of misconduct. See Cannon, 821 N.W.2d at 883.

In short, Hamer displays an obviously cavalier attitude toward the 

requirements of our disciplinary rules. Because of the nature of Hamer’s 

practice and the nature of his clients, the disclosure rules, according to 

Hamer, are somehow inapplicable, unnecessary, or optional. This is 

incorrect. The disclosure rules are always mandatory. See Iowa 

Supreme Ct. Bd. of Prof’l Ethics & Conduct v. Lett, 674 N.W.2d 139, 143 

(Iowa 2004) (“The disciplinary rules are mandatory provisions of our code 

of ethics . . . .”).

Further, and despite Hamer’s insistence to the contrary, Paul 

experienced at least some harm as a result of Hamer’s conflicts of 

interest. See Iowa Supreme Ct. Att’y Disciplinary Bd. v. Lynch, 901 

N.W.2d 501, 511 (Iowa 2017); Iowa Supreme Court Bd. of Prof’l Ethics & 

Conduct v. Jay, 606 N.W.2d 1, 4 (Iowa 2000). One of the loans is still 

outstanding and may in fact never be paid back.
42

There is no clear-cut formula for the determination of appropriate 

sanction in disciplinary cases. Based on the totality of circumstances, 

however, we think that a six-month suspension is required in this case.

VII. Conclusion.

For the above reasons, we suspend Hamer’s license for a period of 

six months from the date of this opinion without the possibility of 

reinstatement. The suspension applies to all facets of the practice of law, 

as provided by Iowa Court Rule 34.23(3), and requires Hamer to notify 

his clients, as provided by Iowa Court Rule 34.24. Upon any application 

for reinstatement, Hamer must establish that he has not practiced law 

during the suspension period and that he has complied with the 

requirements of Iowa Court Rule 34.25. The costs of this proceeding are 

assessed to Hamer pursuant to Iowa Court Rule 36.24(1).

LICENSE SUSPENDED.

All justices concur except Hecht, J., who takes no part.