## Facts

- Peter Deforest Winthrop, an Illinois attorney and sole practitioner, was retained to prepare estate-planning documents for Corrine Rice, a 92-year-old woman.
- Winthrop had a prior attorney-client relationship with Farouq Nobani (and his wife) and had accepted Nobani’s services in lieu of fees.
- Rice wanted a will naming a neighbor as beneficiary and executor and later sought assistance managing her finances due to inconvenience.
- Rice proposed appointing Nobani to manage her finances; Winthrop drafted a non-statutory power of attorney for property naming Nobani as agent.
- At Nobani’s request, Winthrop inserted an indemnity-style clause intended to reassure Nobani and induce him to accept the agency, even though Winthrop understood it did not materially change Nobani’s legal exposure.
- After execution of the power of attorney, Winthrop accompanied Nobani to a bank, identified himself as Nobani’s attorney, and funds were withdrawn from Rice’s account.
- Protective-services personnel became concerned about Rice’s cognitive condition; an investigation concluded she had dementia and sought to freeze her accounts.
- In communications with the protective-services lawyer, Winthrop did not disclose that withdrawals had already occurred and made statements implying that no funds were being obtained.

## Issues

1. Whether drafting and facilitating a broad, non-statutory power of attorney for a vulnerable elderly client, including an indemnity clause benefiting the agent, breached fiduciary duties and created a conflict of interest under Illinois Rule of Professional Conduct 1.7(b).
2. Whether Winthrop’s statements and omissions to third parties about access to or withdrawal of the client’s funds constituted misrepresentation, dishonesty, or improper nondisclosure under Rules 3.3(a)(2), 4.1(a), 8.4(a)(4), and Supreme Court Rule 771.
3. What sanction was warranted given the misconduct findings and competing recommendations (dismissal, suspension, or disbarment).

## Decision

- The Supreme Court of Illinois rejected dismissal of all charges and largely agreed that professional-rule violations occurred.
- The court found Winthrop’s representation was materially limited by his relationship with and actions benefiting Nobani, creating an unaddressed conflict of interest.
- The court treated the indemnity provision and breadth of authority granted, coupled with the client’s vulnerability, as inconsistent with Winthrop’s fiduciary obligations to the client.
- The court found Winthrop made misleading statements and omissions to third parties concerning the handling of the client’s accounts.
- The court imposed a substantial suspension from the practice of law but declined to impose disbarment.

## Legal Principles

- A lawyer owes heightened fiduciary care when representing an elderly or potentially impaired client in transferring financial control to a third party.
- A conflict of interest exists where representation of a client is materially limited by the lawyer’s responsibilities to, relationship with, or interest in a third party who benefits from the representation; the lawyer must not proceed without proper safeguards and informed consent.
- Drafting non-statutory instruments that materially favor the designated agent (including indemnity or exculpatory provisions) can evidence disloyalty to the principal-client and aggravate conflict and fiduciary-duty concerns.
- A lawyer may violate professional-conduct rules by making false statements or by omitting material facts in communications with third persons where the omission renders the communication misleading, particularly in contexts involving potential exploitation of a vulnerable client.
- The state supreme court retains ultimate authority to determine misconduct and impose discipline, notwithstanding differing recommendations from disciplinary hearing and review bodies.

## Conclusion

The court disciplined Winthrop with a significant suspension after finding that his drafting and implementation of an elderly client’s power of attorney, influenced by his connection to the proposed agent and coupled with misleading communications about the client’s funds, constituted conflicts of interest, fiduciary breaches, and dishonest or misleading conduct warranting substantial professional discipline short of disbarment.


In re Winthrop, 848 N.E.2d 961 (Ill. 2006)