1

STATE OF WEST VIRGINIA

SUPREME COURT OF APPEALS

Lawrence Williamson,

Petitioner, Defendant below

vs.) No. 14-0792 (Kanawha County 11-C-829)

Patrick Morrisey, West Virginia Attorney General,

Respondent, Plaintiff below

MEMORANDUM DECISION

Petitioner Lawrence W. Williamson appeals the Circuit Court of Kanawha County’s July 

15, 2014, order wherein the court concluded that he violated West Virginia Code § 46A-6-104 

(1974) of the West Virginia Consumer Credit and Protection Act (“WVCCPA”) and imposed a 

civil penalty. Respondent Patrick Morrisey, the West Virginia Attorney General (“AG”), argues 

in support of the circuit court’s order.1

After considering the parties’ written and oral arguments, as well as the appendix record 

on appeal and the applicable law, this Court finds no substantial question of law and no prejudicial 

error. For these reasons, a memorandum decision affirming the circuit court’s order is appropriate 

under Rule 21 of the Rules of Appellate Procedure.

I. Factual and Procedural Background

In 2011, the AG2 filed suit against Mr. Williamson, Morgan Drexen, Inc. (“Morgan 

Drexen”), and other defendants alleging that the defendants were engaged in illegal and misleading 

1 On brief, Mr. Williamson was represented by attorneys Bruce M. Jacobs, Alexander 

Macia, Dennise R. Smith, and Nicholas P. Mooney II. Those attorneys subsequently withdrew, 

and Mr. Williamson represented himself during oral argument. The AG was represented by 

Assistant Attorney General Douglas L. Davis.

2 When the lawsuit was filed, Darrell V. McGraw, Jr. was the Attorney General. During 

the pendency of the litigation, Patrick Morrisey was elected the attorney general. Accordingly, we 

have substituted Attorney General Morrisey as the named party for this appeal. See W. Va. R. App. 

P. 41(c) (2010) (providing for automatic substitution of public official who is party in official 

capacity).

FILED

November 17, 2020

released at 3:00 p.m.

EDYTHE NASH GAISER, CLERK

SUPREME COURT OF APPEALS

OF WEST VIRGINIA
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debt settlement practices involving West Virginia consumers. The AG alleged, inter alia, that 

Morgan Drexen, a California for-profit corporation comprised of non-lawyers that was not 

authorized to do business in West Virginia, was operating a debt pooling and debt settlement 

program in this state. The AG alleged that Morgan Drexen was misrepresenting this program as 

being operated by attorneys when, in fact, Morgan Drexen’s non-lawyer employees were making 

all of the decisions and doing all of the work. The AG alleged that Morgan Drexen entered into 

agreements with various lawyers, including Mr. Williamson, who was a Kansas-licensed attorney, 

in order to “hide” behind their law licenses and avoid various state regulations. The civil suit 

asserted several violations of state consumer protection law. Morgan Drexen and Mr. Williamson 

denied the allegations and asserted that Morgan Drexen was only providing contract paralegal and 

support work for attorneys, that local West Virginia counsel was retained for West Virginia clients, 

and that there was no illegal conduct.

The circuit court held a bench trial on September 7, 2011. Testimony was given by two 

West Virginia residents who filed consumer protection complaints with the AG in this matter, 

Mary Linville and Brenda Martin. The court also heard testimony from Mr. Williamson, Morgan 

Drexen’s Chief Financial Officer David Walker, and a West Virginia lawyer, Rachelle McIntyreNicholson, who was hired in August 2009 to serve as local counsel for the debt settlement program.

Ms. Linville testified that she owed a large amount of unsecured debt when Morgan Drexen 

contacted her by telephone and offered to negotiate and settle her debts for less than she owed. She 

agreed to participate in the program in March 2008 and was charged an engagement fee plus a 

monthly fee. Morgan Drexen sent Ms. Linville several documents, including a “Disclosure 

Statement” and a “Debt Schedule” discussing how long it would take to clear Ms. Linville’s debt

with Morgan Drexen’s assistance, that listed Morgan Drexen’s and Ms. Linville’s respective 

responsibilities in the program, and that instructed Ms. Linville to complete the required 

documentation on Morgan Drexen’s website. Another document allowed Morgan Drexen to access 

Ms. Linville’s bank account. Some of the documents that Morgan Drexen sent to Ms. Linville 

indicated that she would be represented by Mr. Williamson’s law firm. One of these documents 

was a “Williamson Law Firm Unsecured Debt Negotiation/Settlement Attorney/Client Fee 

Agreement” that informed her she was a client of the Williamson Law Firm and that the firm was 

responsible for “approving negotiations and/or settling [her] unsecured debt on [her] behalf[.]”

According to Ms. Linville’s testimony, she was told that she was the Williamson firm’s client for 

purposes of debt negotiation and settlement. Thereafter, she was sued by a creditor and Morgan 

Drexen sent her a letter bearing the Williamson Law Firm’s name and letterhead; this letter

acknowledged the lawsuit and advised that the Williamson Law Firm’s scope of representation for 

the lawsuit would be limited. This letter incorrectly stated that the Williamson Law Firm was 

authorized to practice law in West Virginia when, in fact, Mr. Williamson has never been licensed 

in this state. Along with this letter was an “Agreement and Authorization for Limited Scope of 

Representation” that stated the Williamson Law Firm agreed to provide her with limited 
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representation in the lawsuit by and through a lawyer licensed in West Virginia. After eight or nine 

months, Ms. Linville quit participating in the debt settlement program.

Ms. Martin, who also had a large amount of unsecured debt, began participating in the debt 

settlement program in March or April 2010 after she saw a Morgan Drexen advertisement on 

television that talked about “getting out of debt in half the time.” She paid an engagement fee plus 

monthly payments. Morgan Drexen sent her several documents including a “Disclosure 

Statement” that the circuit court found was the same as the document sent to Ms. Linville, except 

it was labeled as having come from the Williamson Law Firm instead of from Morgan Drexen. 

Morgan Drexen also provided Ms. Martin with a “Williamson Law Firm Unsecured Debt 

Negotiation/Settlement Attorney/Client Fee Agreement” that was the same as had been sent to Ms. 

Linville. There was also a “Debt Schedule” document similar to that sent to Ms. Linville, except 

Ms. Linville’s document authorized Morgan Drexen to negotiate her debts, while Ms. Martin’s 

document authorized the Williamson Law Firm to negotiate her debts. Ms. Martin was required to 

sign an authorization for the Williamson Law Firm to access her bank account, although it is 

undisputed that Morgan Drexen employees effectuated the banking transactions. Ms. Martin quit 

the program after four or five months because she was receiving telephone calls from creditors.

Mr. Williamson testified that the debt settlement program had about 245 clients in West 

Virginia. Mr. Williamson admitted that he did not review “all the documents” nor did he negotiate 

with any of the clients’ creditors himself. Rather, each client received similar documents and forms 

through Morgan Drexen’s automated system, and Morgan Drexen’s employees handled the 

documents and the debt settlement negotiations. Mr. Williamson testified that arrangements were 

made with a California law firm, Howard Nassiri, to hire a West Virginia attorney to review the 

proposed settlements negotiated by the Morgan Drexen “paralegals” for the clients. In an affidavit, 

Mr. Williamson stated that it was West Virginia counsel Ms. McIntyre-Nicholson—and not him—

who reviewed the proposed settlement offers. In addition, although Mr. Williamson testified that 

he substantially altered or edited the documents that had previously been prepared by Morgan 

Drexen, the circuit court found this testimony to lack credibility; the court compared the documents 

and found them to be the same. Finally, Mr. Williamson testified that the letter to Ms. Linville 

incorrectly advising that he was authorized to practice law in West Virginia was simply a mistake 

by one of the employees at Morgan Drexen.

The West Virginia lawyer, Ms. McIntyre-Nicholson, testified that she was hired through 

the Howard Nassiri law firm in August of 2009. She entered into written agreements with Howard 

Nassiri and Morgan Drexen. Her contracts provided that she would receive e-mails with proposed 

debt settlements that Morgan Drexen employees had negotiated for West Virginia clients, and she 

would review the proposals and click either “accept” or “reject.” If she rejected the proposal, she 

was required to advise Morgan Drexen of the “perceived inadequacy” of the settlement. Ms. 

McIntyre-Nicholson’s maximum fees for this work were dictated by her contract with Morgan 
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Drexen. Ms. McIntyre-Nicholson explained that she began this work in August of 2009, but she 

did not have contact with any clients or creditors until December 2010. Although Ms. McIntyreNicholson represented that she was serving as local counsel for Mr. Williamson, they did not have 

an agreement with one another. The circuit court found that Ms. McIntyre-Nicholson and Mr. 

Williamson did not communicate with one another until after the AG initiated his investigation 

into this matter.

Mr. Walker, the Morgan Drexen official, confirmed that there were 245 debt settlement 

program participants in West Virginia, but he denied that they were the clients of Morgan Drexen. 

He asserted that they were the clients of the attorneys, and that Morgan Drexen merely provided 

support services to the attorneys.

In a seventy-page “Final Order” entered on July 15, 2014, the circuit court rejected many 

of the defendants’ factual and legal assertions. The circuit court found that Morgan Drexen was 

operating the debt settlement program, did the bulk of the settlement work, and “dictated and 

controlled” any interaction between the clients and the lawyers, while misrepresenting that 

“lawyers will provide debt relief services to consumers.” The circuit court found “it is evident that 

Morgan Drexen hides behind attorneys who perform or complete little to no work, exert little to 

no control over Morgan Drexen, and play little to no role in Morgan Drexen’s debt settlement 

negotiations.” The circuit court opined that “the Defendants’ operations amount to a ruse 

perpetrated by Morgan Drexen.” 

With respect to Mr. Williamson, the circuit court found that the AG proved count six of its 

Complaint that alleged a violation of West Virginia Code § 46A-6-104 of the WVCCPA. This 

statute states that “Unfair methods of competition and unfair or deceptive acts or practices in the 

conduct of any trade or commerce are hereby declared unlawful.” Id. West Virginia Code § 46A6-102(7) (2005) defines unfair or deceptive acts or practices, in relevant part, as follows:

(7) “Unfair methods of competition and unfair or deceptive acts or 

practices” means and includes, but is not limited to, any one or more 

of the following:

. . . 

(I) Advertising goods or services with intent not to sell them as 

advertised;

. . .

(L) Engaging in any other conduct which similarly creates a 

likelihood of confusion or of misunderstanding; [or]

(M) The act, use or employment by any person of any deception, 

fraud, false pretense, false promise or misrepresentation, or the 

concealment, suppression or omission of any material fact with 

intent that others rely upon such concealment, suppression or 

omission, in connection with the sale or advertisement of any goods 
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or services, whether or not any person has in fact been misled, 

deceived or damaged thereby[.]

The circuit court found that although documents provided to West Virginia consumers indicated 

that Mr. Williamson’s law firm would be negotiating settlements of their debts, in actuality, “Mr. 

Williamson provide[d] no services to West Virginia consumers.” The circuit court found that the 

attorneys involved in this matter “perform or complete little to no work and exert little to no control 

over Morgan Drexen. Morgan Drexen, in turn, attempts to legitimize its services by advertising 

that attorneys perform debt settlement services and negotiations.” Furthermore, although several 

of the documents sent to Ms. Linville and Ms. Martin were on letterhead for the “Williamson Law 

Firm,” the circuit court found that most if not all were templates created by Morgan Drexen. The 

documents also failed to disclose that Mr. Williamson was not licensed to practice law in West 

Virginia; to the contrary, one letter sent to Ms. Linville incorrectly stated that he was licensed. 

Based on all of the evidence, the circuit court concluded that 

Mr. Williamson creates the likelihood of confusion or of 

misunderstanding by representing to consumers that his law firm 

will provide services when it does not in violation of W. Va. Code 

§ 46A-6-104. Mr. Williamson has deceived consumers by 

representing that his law firm will provide legal services to 

consumers in West Virginia when it does not.

West Virginia Code § 46A-7-111(2) (1999) permits a court to impose a $5,000 civil penalty for 

each violation of the WVCCPA:

The attorney general may bring a civil action against a 

creditor or other person to recover a civil penalty for willfully 

violating this chapter, and if the court finds that the defendant has 

engaged in a course of repeated and willful violations of this chapter, 

it may assess a civil penalty of no more than five thousand dollars 

for each violation of this chapter. No civil penalty pursuant to this 

subsection may be imposed for violations of this chapter occurring 

more than four years before the action is brought.

The circuit court found that Morgan Drexen’s debt settlement program had 245 clients in West 

Virginia. Multiplying $5,000 by 245, the circuit court imposed a $1,225,000 penalty on Mr. 

Williamson.

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3 The circuit court also found Morgan Drexen liable for multiple counts of the AG’s 

Complaint. Specifically, the circuit court found that Morgan Drexen committed willful and 

repeated violations of the WVCCPA by failing to clearly disclose that it provides all of the debt 

relief services, by misrepresenting that lawyers would be providing these services, by not 
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Morgan Drexen and Mr. Williamson filed separate notices of appeal to this Court in August 

2014. Subsequently, their appeals were consolidated and they filed a joint petitioners’ brief. After 

all briefing was completed but before the appeal could be decided, the appeal was stayed on May 

28, 2015, because Morgan Drexen filed for bankruptcy. The stay was lifted and the consolidated 

appeal was returned to this Court’s active docket on July 22, 2019. On July 20, 2020, Morgan 

Drexen moved to withdraw its appeal; this motion was granted on August 27, 2020. Accordingly, 

only Mr. Williamson’s appeal was orally argued before this Court on October 27, 2020. 

II. Standard of Review

Now that Morgan Drexen’s appeal has been withdrawn, the remaining question presented 

for this Court’s consideration is whether the circuit court erroneously concluded that Mr. 

Williamson violated West Virginia Code § 46A-6-104 by deceiving and misrepresenting to West 

Virginia consumers that his law firm would provide services when it did not do so. The circuit 

court’s order was entered following a bench trial, thus we apply the following standard of review:

In reviewing challenges to the findings and conclusions of 

the circuit court made after a bench trial, a two-pronged deferential 

standard of review is applied. The final order and the ultimate 

disposition are reviewed under an abuse of discretion standard, and 

the circuit court’s underlying factual findings are reviewed under a 

clearly erroneous standard. Questions of law are subject to a de novo

review.

disclosing its lack of a West Virginia business license, by failing to clearly disclose that no services 

would be rendered until a client paid the entire engagement fee, and by failing to clearly disclose 

the potential adverse credit consequences for participating in debt settlement. See W. Va. Code §§ 

46A-6-102(7), 46A-6-104. The circuit court also found that Morgan Drexen was providing debt 

pooling services while charging fees in excess of what non-lawyers may charge for these services 

pursuant to West Virginia Code § 61-10-23 (1971). In addition, the circuit court found that Morgan 

Drexen violated the West Virginia Credit Services Organizations Act by failing to register in this 

state and by purporting to improve a client’s credit without explaining that this can be done only 

if the client’s credit history was inaccurate or obsolete. See W. Va. Code § 46A-6C-5 (2001). 

Furthermore, the circuit court found that Morgan Drexen violated the West Virginia Telemarketing 

Act when it made or authorized unsolicited telephone calls to consumers, failed to post a surety 

bond and register with the West Virginia Tax Department, and represented that it would remove 

derogatory information from a person’s credit history. See W. Va. Code § 46A-6F-112 (1998). 

The circuit court imposed a civil penalty on Morgan Drexen of $8,575,500. Because Morgan 

Drexen has chosen not to pursue an appeal to this Court, we will only address the circuit court’s 

finding of liability with respect to Mr. Williamson.
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Syl. Pt. 1, Pub. Citizen, Inc. v. First Nat’l Bank in Fairmont, 198 W. Va. 329, 480 S.E.2d 538 

(1996). With regard to the clearly erroneous standard for evaluating a circuit court’s findings of 

fact, we have held that 

[a] finding is clearly erroneous when, although there is evidence to 

support the finding, the reviewing court on the entire evidence is left 

with the definite and firm conviction that a mistake has been 

committed. However, a reviewing court may not overturn a finding 

simply because it would have decided the case differently, and it 

must affirm a finding if the circuit court’s account of the evidence is 

plausible in light of the record viewed in its entirety.

Syl. Pt. 1, in part, In Interest of Tiffany Marie S., 196 W. Va. 223, 470 S.E.2d 177 (1996). With 

this in mind, we turn to the parties’ arguments.

III. Discussion

On appeal, Mr. Williamson argues that the circuit court erred when finding that he did no 

work on negotiating and settling the outstanding debts for the West Virginia consumers who 

participated in this debt settlement program. He admits that he did not review the participants’ 

documents and he did not negotiate with their creditors, but he asserts that his “paralegals” at 

Morgan Drexen did the negotiating on his behalf and that local counsel Ms. McIntyre-Nicholson 

reviewed the proposed settlements. He also argues that he revised and re-wrote Morgan Drexen’s 

forms. The AG responds that Mr. Williamson is challenging the circuit court’s factual findings, 

but these findings are well-supported by the evidence in the record. Having reviewed this matter, 

we find no clear error in the circuit court’s factual finding that Mr. Williamson did not provide any 

legal services to the West Virginia program participants.

After hearing the testimony and reviewing the documentary evidence, the circuit court 

rejected Mr. Williamson’s factual assertions. The circuit court found that it was Morgan Drexen’s 

employees who were providing the services and exercising the control over the work. Although 

Mr. Williamson testified that he revised and re-wrote Morgan Drexen’s forms, the circuit court 

specifically found this testimony to lack credibility. The circuit court reviewed the documents and 

found that the forms Morgan Drexen sent to clients before Mr. Williamson became involved were 

the same as the forms Morgan Drexen sent after Mr. Williamson purportedly did his re-drafting. 

The only difference was that the subsequent documents were on Williamson Law Firm letterhead.

When rejecting Mr. Williamson’s argument that he relied upon local counsel to do his 

work, the circuit court observed that Mr. Williamson and Ms. McIntyre-Nicholson had no 

agreement with one another and had never even spoken or corresponded with one another until 
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after the AG began this investigation. Ms. McIntyre-Nicholson’s employment contracts were with 

the Howard Nassiri firm and Morgan Drexen. Furthermore, the circuit court noted that Ms. 

McIntyre-Nicholson did not begin her involvement with the debt settlement program until August 

of 2009, which is after Ms. Linville participated in the program, and Ms. McIntyre-Nicholson

admitted that she did not perform any of the debt settlement negotiations.

The circuit court was the trier of fact in this matter; it reviewed the evidence, heard the 

testimony, and made credibility determinations. We have long recognized that “[a] reviewing court 

cannot assess witness credibility through a record. The trier of fact is uniquely situated to make 

such determinations and this Court is not in a position to, and will not, second guess such 

determinations.” Michael D.C. v. Wanda L.C., 201 W. Va. 381, 388, 497 S.E.2d 531, 538 (1997); 

accord State v. Guthrie, 194 W. Va. 657, 669 n.9, 461 S.E.2d 163, 175 n.9 (1995) (“An appellate 

court may not decide the credibility of witnesses or weigh evidence as that is the exclusive function 

and task of the trier of fact.”). The circuit court’s findings of fact in this case are plausible and 

supported by the record, and we have no basis to overturn them on appeal. See Tiffany Marie S.,

196 W. Va. at 226, 470 S.E.2d at 180, syl. pt. 1.4

Next, Mr. Williamson argues that it was plain error for the circuit court to have imposed 

the civil penalty upon him personally when all of the documents provided to program participants 

listed his law firm, the Williamson Law Firm, LLC, as the responsible entity. He argues that his 

law firm is a limited liability company, but the circuit court failed to address whether the corporate 

veil should be pierced. The AG contends that piercing the corporate veil is not required when the 

matter involves a legal corporation and the provision of legal services.

Mr. Williamson raises the corporate veil issue as plain error. In other words, he 

acknowledges that he failed to raise the issue in circuit court. “To trigger application of the ‘plain 

error’ doctrine, there must be (1) an error; (2) that is plain; (3) that affects substantial rights; and 

(4) seriously affects the fairness, integrity, or public reputation of the judicial proceedings.” Syl. 

Pt. 7, State v. Miller, 194 W. Va. 3, 459 S.E.2d 114 (1995). In Miller, the Court explained that 

“[h]istorically, the ‘plain error’ doctrine ‘authorizes [an appellate court] to correct only 

“particularly egregious errors” . . . that “seriously affect the fairness, integrity or public reputation 

4 During oral argument, Mr. Williamson focused some of his argument on the circuit 

court’s finding that one letter sent to Ms. Linville incorrectly stated that he was licensed to practice 

law in West Virginia. He argued that this was simply an isolated mistake made by a Morgan 

Drexen employee. However, Mr. Williamson’s argument ignores that the circuit court did not rely 

solely upon that one letter. The circuit court relied upon multiple documents that falsely promised 

Mr. Williamson’s firm would provide debt settlement negotiation work for the program 

participants, and which failed to advise that Mr. Williamson was not licensed to practice law in 

West Virginia.
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of judicial proceedings[.]”’” Id. at 18, 459 S.E.2d at 129 (quoting United States v. Young, 470 U.S. 

1 (1985)). Even in the context of criminal law, where a person’s liberty interest is at stake, this 

Court has held that the plain error “doctrine is to be used sparingly and only in those circumstances 

where substantial rights are affected, or the truth-finding process is substantially impaired, or a 

miscarriage of justice would otherwise result.” Syl. Pt. 4, in part, State v. England, 180 W. Va. 

342, 376 S.E.2d 548 (1988).

Mr. Williamson, and not his law firm, was the named defendant in the AG’s lawsuit. By 

failing to raise in circuit court his argument about the need to pierce a corporate veil, Mr. 

Williamson waived the issue. “This Court has consistently held that ‘silence may operate as a 

waiver of objections to error and irregularities[.]’” Hopkins v. DC Chapman Ventures, Inc., 228 

W. Va. 213, 220, 719 S.E.2d 381, 388 (2011) (citations omitted). We conclude that this alleged 

error is not plain, nor does not it seriously affect the fairness, integrity, or public reputation of the 

judicial proceeding; therefore we decline to address it under a plain error analysis. See Miller, 194 

W. Va. at 7, 459 S.E.2d at 118, syl. pt. 7. Having determined that this issue was waived, it is 

unnecessary for us to address the parties’ substantive arguments surrounding piercing the corporate 

veil of legal corporations.

Having reviewed this case and considered the parties’ arguments on appeal, we find no 

basis upon which to reverse the circuit court’s rulings with regard to Mr. Williamson. Mr. 

Williamson’s acts of allowing Morgan Drexen to use his name, and of allowing Morgan Drexen 

to falsely promise that Mr. Williamson’s law firm would be handling the debt settlement work for 

the program participants, constituted a deception in violation of the WVCCPA. For the foregoing 

reasons, we affirm.

Affirmed.

ISSUED: November 17, 2020

CONCURRED IN BY:

Chief Justice Tim Armstead 

Justice Margaret L. Workman

Justice Elizabeth D. Walker

Justice Evan H. Jenkins

Justice John A. Hutchison