[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as 

Disciplinary Counsel v. Cannata and Phillips, Slip Opinion No. 2016-Ohio-3027.] 

NOTICE 

This slip opinion is subject to formal revision before it is published in an 

advance sheet of the Ohio Official Reports. Readers are requested to 

promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65 

South Front Street, Columbus, Ohio 43215, of any typographical or other 

formal errors in the opinion, in order that corrections may be made before 

the opinion is published. 

SLIP OPINION NO. 2016-OHIO-3027

DISCIPLINARY COUNSEL v. CANNATA.

DISCIPLINARY COUNSEL v. PHILLIPS.

[Until this opinion appears in the Ohio Official Reports advance sheets, it 

may be cited as Disciplinary Counsel v. Cannata and Phillips, Slip Opinion 

No. 2016-Ohio-3027.] 

Attorneys—Misconduct—Violations of the Rules of Professional Conduct, 

including conflict-of-interest violations—Conditionally stayed six-month 

suspension. 

(No. 2015-1316—Submitted December 2, 2015—Decided May 18, 2016.) 

ON CERTIFIED REPORT by the Board of Professional Conduct of the Supreme 

Court, No. 2014-091. 

_______________________ 

Per Curiam.

{¶ 1} Respondent Sam Patrick Cannata of Cleveland, Ohio, Attorney 

Registration No. 0078621, was admitted to the practice of law in Ohio in 2005. 
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Respondent Gerald Wayne Phillips of Avon Lake, Ohio, Attorney Registration No. 

0024804, was admitted to the practice of law in Ohio in 1977. 

{¶ 2} In December 2014, a probable-cause panel of the Board of 

Commissioners on Grievances and Discipline certified to the full board two 

separate three-count complaints filed by relator, disciplinary counsel, against 

Cannata and Phillips. Relator alleged that a co-counsel arrangement between 

Cannata and Phillips, which included the representation of limited-liability 

companies in which Cannata was a member, created conflicts of interest and falsely 

created the impression that the two attorneys were practicing law in a partnership, 

in violation of the Rules of Professional Conduct. 

{¶ 3} In January 2015, the chairperson of the board, now known as the 

Board of Professional Conduct, see Gov.Bar R. V(1)(A), 140 Ohio St.3d CII, 

consolidated the cases against Cannata and Phillips for a hearing. The panel 

appointed to hear the matter unanimously rejected the parties’ timely consent-todiscipline agreements in order to obtain clarification of certain issues at a final 

hearing. 

{¶ 4} Before the hearing, the parties submitted stipulations of fact, 

misconduct, and mitigation that mirrored their consent-to-discipline agreements, 

and relator agreed to dismiss several alleged violations with respect to each 

respondent. The parties recommended that Cannata and Phillips be suspended from 

the practice of law for six months, all stayed on the condition that they engage in 

no further misconduct. 

{¶ 5} After hearing testimony from Cannata and Phillips, the panel issued a 

report that largely adopted the parties’ stipulations and their recommended 

sanction. The board adopted the panel report in its entirety. Although Phillips 

initially objected to the board’s findings of fact and recommended sanction, he 

ultimately withdrew those objections. 
January Term, 2016 

3

{¶ 6} We adopt the board’s findings and recommendation and suspend 

Cannata and Phillips from the practice of law in Ohio for six months, with the entire 

suspension stayed on the condition that they engage in no further misconduct. 

Misconduct 

Count One 

Creating False Impression that Attorneys Are Practicing as a Law Firm 

{¶ 7} After graduating from the United States Air Force Academy, serving 

on active duty in the Air Force, and obtaining a master’s degree in business 

administration from Rensselaer Polytechnic Institute, Cannata returned to 

Cleveland in 1993 and started a construction business. He branched out into 

housing and commercial real-estate development before he attended and graduated 

from the Cleveland Marshall College of Law in 2002. He continued his business 

career after completing law school and devoted only 20 to 30 percent of his 

professional time to his solo legal practice. Because of his business contacts, 

Cannata was able to attract legal business that required more legal experience and 

expertise than he possessed, so he began to refer certain matters to Phillips, a more 

experienced lawyer, and worked with him as co-counsel. 

{¶ 8} In 2009, Cannata and Phillips entered into a written co-counsel 

agreement that established how they would divide their fees on their co-counsel 

cases, provided that they would maintain their separate practices of law in their 

separate offices, and stated that nothing about the co-counsel relationship would 

“establish * * * any other relationship, including without limitation a partnership, 

a professional association, or a law firm.” At the same time, they filed articles of 

organization for a limited-liability company called Cannata Phillips, L.P.A., L.L.C., 

in which they represented that they were a law firm, and Cannata created a website 

for the company that appeared to represent that he and Phillips were members of a 

law firm. Phillips testified that they did not intend to operate as a law firm and that 

he intended for the filing to provide public notice that he would not be bound by 
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Cannata’s other liabilities. From 2009 through 2011, Cannata and Phillips shared 

approximately $140,000 in legal fees. 

{¶ 9} Consistent with the parties’ stipulations, the board found that by 

forming Cannata Phillips, L.P.A., L.L.C., Cannata and Phillips created the 

appearance that they were practicing in a partnership or firm when that was not 

their intention and that they therefore violated Prof.Cond.R. 7.5(d) (permitting 

lawyers to state or imply that they practice in a partnership or other organization 

only when that is the fact). 

{¶ 10} But because the evidence did not demonstrate an intention to create 

a partnership or firm within the meaning of Prof.Cond.R. 1.10(a), the board adopted 

the parties’ recommendation that we dismiss alleged violations of that rule, 

imputing a lawyer’s conflicts of interest to all members of the lawyer’s law firm, 

with respect to both respondents in accordance with their stipulations. See 

Prof.Cond.R. 1.10, Comment [1] (stating that whether two or more lawyers 

constitute a firm can depend on the specific facts). 

Conflicts of Interest in an Eviction Proceeding 

{¶ 11} Cannata formed several real-estate- and property-management 

companies with David Snider in the mid-1990s. Those companies owned and 

operated several properties in Northeast Ohio. Snider also owned various 

businesses in whole or in part, and Phillips rendered legal services for some of those 

entities. 

{¶ 12} A significant downturn in the real-estate market in 2008 had a 

negative effect on the businesses owned by Cannata, Snider, and their spouses. A 

dispute arose in their business relationship that reached an impasse in 2012, and the 

conduct of Cannata and Phillips during that impasse is at the heart of this 

disciplinary case. 

{¶ 13} Vista Way Partners, L.P.A., was a limited-liability company that in 

2012 was equally but indirectly owned by the wives of Cannata and Snider. 
January Term, 2016 

5

Various Cannata/Snider businesses, including Snider Cannata Property 

Management, L.L.C. (“SCPM”), in which Cannata and Snider each owned a 50 

percent interest, housed their headquarters in property they rented from Vista Way. 

In July 2012, Snider unilaterally locked Cannata out of the premises, removed the 

company computer server and records from the premises, and allegedly withdrew 

approximately $160,000 from various company bank accounts—all without 

Cannata’s consent. And because SCPM had not paid rent to Vista Way for 43 

months, Cannata, acting as the co-manager of Vista Way, sought to evict SCPM 

from the premises in order to rent the premises to a paying tenant. At Cannata’s 

request, Phillips filed a complaint on behalf of Vista Way against SCPM in the 

Cuyahoga County Court of Common Pleas on July 13, 2012. 

{¶ 14} Simultaneously with the filing of the complaint alleging breach of 

the lease agreement and seeking to evict SCPM from the premises, Cannata filed a 

waiver of service in which he acknowledged that SCPM had already received a 

copy of the complaint. And four minutes after the complaint was filed, he filed an 

answer admitting that SCPM had breached the lease but denying other allegations. 

Cannata and Phillips submitted a stipulated judgment entry of eviction to the court, 

but the judge never signed it. Snider and Cannata ultimately reached an agreement 

concerning the leased premises, and the eviction proceeding was dismissed just five 

days after it was filed. 

{¶ 15} At the panel hearing, Cannata and Phillips acknowledged that 

although the SCPM operating agreement provided that the members had “equal 

rights in the management of the business,” they acted without the consent of Snider 

or his wife. In retrospect, they conceded that the Sniders’ consent was required. 

The board found that Cannata’s actions in unilaterally filing an answer and 

stipulated judgment entry on behalf of a business entity that was jointly owned by 

his wife and Snider’s wife (and that he co-managed) against the business he jointly 

owned with Snider clearly conflicted with his fiduciary duty to the Sniders. The 
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board also found that Phillips’s co-counseling and mentoring relationship with 

Cannata materially limited his objectivity toward the Sniders, who owned 50 

percent of each of the litigants in the eviction proceeding. Therefore, the board 

found that Cannata and Phillips violated Prof.Cond.R. 1.7(a)(2) (providing that a 

lawyer’s continued representation of a client creates a conflict of interest if there is 

a substantial risk that the lawyer’s ability to represent the client will be materially 

limited by the lawyer’s responsibilities to another client, former client, or third 

person or by the lawyer’s own personal interests). 

{¶ 16} Based on the insufficiency of the evidence, however, the board 

recommends that we dismiss alleged violations of Prof.Cond.R. 8.4(d) (prohibiting 

a lawyer from engaging in conduct that is prejudicial to the administration of 

justice) with respect to both respondents and Prof.Cond.R. 8.4(h) (prohibiting a 

lawyer from engaging in conduct that adversely reflects on the lawyer’s fitness to 

practice law) with respect to Cannata. 

{¶ 17} We adopt the board’s findings of fact and agree that Cannata and 

Phillips violated Prof.Cond.R. 1.7(a)(2) and 7.5(d). We also dismiss the alleged 

violations of Prof.Cond.R. 1.10(a) and 8.4(d) with respect to both respondents and 

8.4(h) with respect to Cannata. 

Count Two 

{¶ 18} In their stipulations, the parties agreed to dismiss the alleged 

violations in Count Two of the complaints against Cannata and Phillips and 

presented no evidence or argument regarding these allegations. We therefore 

dismiss Count Two with respect to both respondents. 

Count Three: Conflicts of Interest in a Dissolution Matter

{¶ 19} Relator alleged that both Phillips and Cannata had conflicts of 

interest arising from their legal representation of various entities in the dissolution 

of Bridgeview Center South, L.L.C. (“BCS”), an Ohio limited-liability company 

owned by Snider Interests, L.L.C., and Cannata-Infinity, L.L.C. Phillips’s conflict 
January Term, 2016 

7

arose from his representation of Snider Interests, L.L.C., in a foreclosure case and 

his representation of the party opposing Snider Interests, L.L.C., in the BCS 

dissolution matter. Cannata’s conflict arose when, after being disqualified as 

counsel in the BCS dissolution, he violated a court order—that he represent no party 

other than himself in that action—when he filed pleadings not only on behalf of 

himself but also on behalf of Cannata-Infinity, L.L.C. 

{¶ 20} In March 2009, Cannata and Snider retained Phillips to represent 

96th Street Development, L.L.C. (“96th Street”), a company in which they both had 

ownership interests, in connection with an anticipated foreclosure filing against the 

company by Bank of America. As part of that representation, Phillips was to 

prepare certain mortgages for money that 96th Street owed on intercompany 

accounts to other related entities, including Snider Interests, L.L.C., which was 

owned by the Sniders. Phillips prepared and recorded the mortgages, defended 96th 

Street in the foreclosure action, and filed cross-claims asserting the mortgagesecurity interests of the mortgages he had recorded. 

{¶ 21} In 2010, the mortgage obligations based on the intercompany 

accounts were either written off as capital contributions or fully satisfied. Phillips, 

however, remained as counsel of record for 96th Street and the cross-claimants 

(including Snider Interests, L.L.C.) until late 2012. 

{¶ 22} On June 27, 2012, Phillips filed a complaint on behalf of CannataInfinity, L.L.C., seeking to dissolve BCS on the ground of management deadlock. 

Phillips was required by statute to name Snider Interests, L.L.C., as a defendant in 

the action because it had an ownership interest in BCS. But at that time, Phillips 

was still counsel of record in the 96th Street foreclosure action for (1) 96th Street 

(partially owned by Snider), (2) cross-claimant BCS, and (3) cross-claimant Snider 

Interests, L.L.C. Phillips admitted that his simultaneous representation of Snider 

Interests, L.L.C., in the 96th Street foreclosure, and his filing against Snider 

Interests, L.L.C., in the BCS dissolution action created a conflict. At the panel 
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hearing, he testified that at the time he filed the complaint to dissolve BCS, he 

thought that his representation of Snider Interests, L.L.C., in the 96th Street 

litigation was a limited engagement that did not include the receipt of any 

confidential information. He also explained that he considered his representation 

in the BCS dissolution to be nonadversarial because all parties were in agreement 

that there was a management deadlock that necessitated statutory dissolution. 

{¶ 23} The board found that relator had proven by clear and convincing 

evidence that Phillips’s conduct in this matter violated Prof.Cond.R. 1.7(a)(2). But 

it recommended that we adopt the parties’ stipulation to dismiss an alleged violation 

of Prof.Cond.R. 1.7(a)(1) (prohibiting a lawyer’s continued representation of a 

client if the representation of that client will be directly adverse to another client), 

because even though Phillips remained counsel of record for Snider Interests, 

L.L.C., the company’s mortgage interest had been written off and charged as a 

capital contribution. Thus, Phillips’s representation was effectively terminated 

before Phillips filed the BCS corporate dissolution. 

{¶ 24} Less than two weeks after Cannata and Phillips filed the complaint 

on behalf of Cannata-Infinity, L.L.C., to dissolve BCS, the Sniders filed a statutorydissolution proceeding to dissolve various Cannata/Snider business entities 

including BCS, Vista Way, and SCPM on the basis of the management deadlock. 

Shortly thereafter, the court consolidated the two dissolution proceedings and 

ordered the appointment of a receiver for BCS to wind up the affairs of the 

company. 

{¶ 25} On October 3, 2012, the court granted a motion of Snider Interests, 

L.L.C., to disqualify Cannata and Phillips as counsel and issued an order stating, 

“The Court finds the motion to disqualify counsel to be well taken and it is hereby 

granted. Gerald Phillips and Sam Cannata are disqualified as counsel and shall not 

represent any party in the above-captioned consolidated matters. (Sam Cannata is 

a party to the case and is permitted to represent himself pro se.)” But Cannata 
January Term, 2016 

9

continued filing pleadings on behalf of himself or Cannata-Infinity, L.L.C., after 

the court issued that order. 

{¶ 26} Cannata stipulated that he believed his filings were germane to his 

role as a party or were intended to represent his individual membership in CannataInfinity, L.L.C., pro se. He did not regard this conduct as being inconsistent with 

or otherwise in violation of the court’s order until he received a show-cause motion, 

at which time he ceased filing documents on behalf of Cannata-Infinity, L.L.C. 

Cannata stipulated and the board found that he violated Prof.Cond.R. 1.7(c)(1) 

(prohibiting a lawyer from accepting or continuing a representation if a conflict of 

interest is created, even with client consent, if the representation is prohibited by 

law) by continuing to represent Cannata-Infinity, L.L.C., after the court had 

disqualified him from representing any party other than himself. Relator and 

Cannata stipulated to the dismissal of an alleged violation of Prof.Cond.R. 3.4(c) 

(prohibiting a lawyer from knowingly disobeying an obligation under the rules of 

a tribunal), and the board recommends that we adopt their stipulation, because 

Cannata did not knowingly violate the court’s order. 

{¶ 27} We adopt the board’s findings of fact with respect to Count Three of 

relator’s complaints and find that Phillips violated Prof.Cond.R. 1.7(a)(2) and 

Cannata violated Prof.Cond.R. 1.7(c)(1). We also dismiss the alleged violation of 

Prof.Cond.R. 1.7(a)(1) with respect to Phillips and Prof.Cond.R. 3.4(c) with respect 

to Cannata. 

Sanction

{¶ 28} When imposing sanctions for attorney misconduct, we consider 

relevant factors, including the ethical duties the lawyer violated and the sanctions 

imposed in similar cases. Stark Cty. Bar Assn. v. Buttacavoli, 96 Ohio St.3d 424, 

2002-Ohio-4743, 775 N.E.2d 818, ¶ 16. In making a final determination, we also 

weigh evidence of the aggravating and mitigating factors listed in Gov.Bar R. 

V(13). Disciplinary Counsel v. Broeren, 115 Ohio St.3d 473, 2007-Ohio-5251, 
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875 N.E.2d 935, ¶ 21. Although the board consolidated these matters for hearing, 

it considered these factors separately for each respondent. To the extent that those 

factors are the same, however, we address them together. 

{¶ 29} The only aggravating factor the board found was that both Cannata 

and Phillips committed multiple ethical violations. See Gov.Bar R. V(13)(B)(4). 

As for mitigating factors, the parties stipulated and the board found that Cannata 

and Phillips have no prior disciplinary record, made full and free disclosure to the 

disciplinary board and exhibited a cooperative attitude toward the proceedings, and 

submitted evidence of their good character and reputation. See Gov.Bar R. 

V(13)(C)(1), (4), and (5). Additionally, the board found that Cannata and Phillips 

did not act with a dishonest motive and that they have acknowledged the wrongful 

nature of their misconduct. See Gov.Bar R. V(13)(C)(2). 

{¶ 30} The board considered a number of cases in which we sanctioned 

attorneys for similar rule violations. It found numerous cases in which we publicly 

reprimanded attorneys whose only misconduct consisted of engaging in legal 

representation in which the attorneys had a conflict of interest. See, e.g., Ohio State 

Bar Assn. v. Wick, 116 Ohio St.3d 193, 2007-Ohio-6042, 877 N.E.2d 660; 

Mahoning Cty. Bar Assn. v. Reid, 102 Ohio St.3d 402, 2004-Ohio-3121, 811 N.E.2d 

542. 

{¶ 31} In other cases, we have imposed fully stayed suspensions for 

conflict-of-interest violations. See, e.g., Disciplinary Counsel v. Dettinger, 121 

Ohio St.3d 400, 2009-Ohio-1429, 904 N.E.2d 890 (imposing a stayed six-month 

suspension on an attorney who accepted a loan from a client without disclosing the 

attendant risks of their conflicting interests); Disciplinary Counsel v. McNamee, 

119 Ohio St.3d 269, 2008-Ohio-3883, 893 N.E.2d 490 (adopting a consent-todiscipline agreement and imposing a stayed one-year suspension on an attorney 

who represented multiple parties to a business venture in which he also had a 

significant financial interest, failed to make proper disclosures to his clients, and 
January Term, 2016 

11 

continued his representation when the alliance had begun to unravel and it became 

likely that he would be called as a witness). 

{¶ 32} We have also imposed fully stayed suspensions on attorneys who 

have falsely stated or implied that they practice in a partnership, in conjunction with 

other ethical violations. See, e.g., Disciplinary Counsel v. Henderson, 95 Ohio 

St.3d 129, 2002-Ohio-1756, 766 N.E.2d 590 (imposing a stayed six-month 

suspension on an attorney who used letterhead that falsely implied that he and 

another attorney with whom he shared office space were partners and made false 

statements to a bankruptcy court regarding the compensation he had received from 

a bankruptcy client); Disciplinary Counsel v. Conese, 102 Ohio St.3d 439, 2004-

Ohio-3888, 812 N.E.2d 944 (imposing a stayed two-year suspension on an attorney 

who failed to obtain client consent to an attorney-fee-sharing arrangement and used 

letterhead that falsely suggested that he and his brother practiced as a partnership); 

Cleveland Metro. Bar Assn. v. Schiff, 139 Ohio St.3d 456, 2014-Ohio-2573, 12 

N.E.3d 1207 (imposing a stayed two-year suspension on an attorney who neglected 

a client matter, failed to keep the client reasonably informed about the status of the 

matter, used a fee contract that falsely implied that his co-counsel was a member of 

his law firm, and failed to disclose the manner in which his fees would be divided). 

{¶ 33} The parties in this case recommended that Cannata and Phillips be 

suspended from the practice of law for six months, all stayed on the condition that 

they engage in no further misconduct. Although the board believed that a public 

reprimand may have been the appropriate sanction for any of the individual rule 

violations, it concluded that the cumulative effect of multiple violations weighed in 

favor of a fully stayed suspension. Noting that the mitigating factors outweighed 

the aggravating factor and that neither respondent was likely to commit further 

misconduct, the board adopted the parties’ recommended sanction. 

{¶ 34} Having considered the conduct at issue, the applicable aggravating 

and mitigating factors, and the sanctions imposed for comparable misconduct, we 
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agree that a six-month suspension, fully stayed on the condition that Cannata and 

Phillips engage in no further misconduct, is the appropriate sanction in this case. 

{¶ 35} Accordingly, Sam Patrick Cannata and Gerald Wayne Phillips are 

suspended from the practice of law for six months, all stayed on the condition that 

they engage in no further misconduct. If either Cannata or Phillips engages in 

further misconduct, the stay of his suspension will be lifted and he will serve the 

full six-month suspension. Costs of these proceedings are assessed jointly and 

severally against Cannata and Phillips. 

Judgment accordingly. 

O’CONNOR, C.J., and PFEIFER, O’DONNELL, LANZINGER, KENNEDY,

FRENCH, and O’NEILL, JJ., concur. 

_________________ 

Scott J. Drexel, Disciplinary Counsel, and Donald M. Scheetz, Assistant 

Disciplinary Counsel, for relator. 

Montgomery, Rennie & Jonson, L.P.A., George D. Jonson, and Kimberly 

Vanover Riley, for respondent Sam Patrick Cannata. 

Gerald W. Phillips, pro se. 

_________________