## Facts

- Dennis M. Breen, III was an Arizona attorney who encouraged several clients to invest in speculative oil and gas ventures connected to him.
- Breen had a personal financial stake in the ventures, including receiving credits toward his own investment based on client investments.
- He promoted the investments despite red flags, including noncompetitive drilling contracts, inexperienced managers, and a failure to independently verify geology information.
- The ventures failed and clients lost money, leading to bar grievances.
- Disciplinary authorities found Breen repeatedly engaged in conduct creating actual and potential conflicts of interest and failed to protect clients’ interests in transactions where they relied on his professional judgment.

## Issues

1. Whether clear and convincing evidence supported findings that Breen violated DR 5-104(A), DR 5-105(A) and (C), and DR 7-101(A)(3) through conflicted business transactions and representations involving clients.
2. Whether a two-year suspension with conditions for reinstatement was an appropriate sanction under Arizona precedent and the ABA Standards for Imposing Lawyer Sanctions.

## Decision

- The Arizona Supreme Court conducted independent review as trier of fact and law, applying a clear-and-convincing standard while giving deference to the committee and commission.
- The Court found clear and convincing evidence that Breen violated DR 5-104(A), DR 5-105(A) and (C), and DR 7-101(A)(3).
- The Court approved a two-year suspension from the practice of law.
- The Court imposed conditions for reinstatement, including passing an ethics examination and completing additional legal ethics education.

## Legal Principles

- A lawyer may not enter a business transaction with a client where interests differ and the client expects the lawyer to exercise professional judgment for the client’s protection unless the lawyer makes full disclosure and the client consents. (DR 5-104(A))
- A lawyer must decline or withdraw from representations that impair independent professional judgment due to differing client interests, unless full disclosure is made and informed consent is obtained, and adequate representation remains obvious. (DR 5-105(A), (C))
- A lawyer may not intentionally prejudice or damage a client during the professional relationship, including by placing the lawyer’s financial interests above the client’s welfare. (DR 7-101(A)(3))
- Sanctions in lawyer discipline are determined using the ABA Standards, considering duty violated, mental state, injury, and aggravating/mitigating factors; substantial suspension may be warranted where conflicts cause significant client harm.

## Conclusion

The Arizona Supreme Court suspended Breen for two years and imposed ethics-based reinstatement conditions after finding that his conflicted promotion of oil investments to clients, without adequate disclosure and protective professional judgment, violated core duties of loyalty, candor, and conflict avoidance.


In re Breen, 171 Ariz. 250, 830 P.2d 462 (Ariz. 1992)