BEFORE THE HEARING BOARD ILLINOIS ATTORNEY REGISTRATION AND DISCIPLINARY COMMISSION ANSWER TO COMPLAINT

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1 FILED BEFORE THE HEARING BOARD OF THE MAY ILLINOIS ATTORNEY REGISTRATION AND DISCIPLINARY COMMISSION ^REc«oCCOMM In the Matter of: BRYAN ROBERT BAGDADY, Commission No. 2015PR00008 Attorney-Respondent, No ANSWER TO COMPLAINT Respondent, Bryan R. Bagdady, by and through his attorney, Robert A. Merrick, Jr., in answer to the Administrator's Complaint, states as follows: ALLEGATIONS COMMON TO ALL COUNTS (Attorney-Client Relationship between Respondent and Darlene Boncimino) Representation ofbonciminos in Business Matters 1. Beginning in or around 1999, Respondent undertook representation of Angelo and Darlene Boncimino ("Bonciminos"), and the Boncimino business, Darnell Jewelers, in various matters, including review ofbusiness leases and real estate transactions. Respondent admits that, commencing in or about 2001, he represented Darlene Boncimino and the Boncimino business, Darnell Jewelers, with respect to various matters, including the review ofa business lease and real estate transactions. Respondent does not believe he represented Angelo Boncimino in any individual matter.

2 Consultation with Bonciminos regarding Estate Planning 2. In 2002 or 2003, the Bonciminos met with Respondent to retain Respondent to prepare a will for them. However, after the Bonciminos informed Respondent that their estate, at that time, exceeded $10 million dollars, Respondent stated that there would likely be tax consequences which would require an expertise which Respondent did not have. Respondent asked them to schedule a future meeting with him where he would have a probate lawyer with knowledge ofestate tax issues meet with them. The Bonciminos decided to retain another attorney to prepare their wills. Respondent admits the allegations set forth in sentences one, three, and four ofparagraph 2. Respondent denies the allegations set forth in sentence two of Paragraph In 2004, Angelo Boncimino died. Respondent admits the allegations ofparagraph 3. Representation ofdarlene Boncimino in Condemnation Action 4. On or about December 14, 2001, Metropolitan Pier and Exposition Authority filed a complaint for condemnation action in the Circuit Court ofcook County as case number OIL 51202, entitled Metropolitan Pier and Exposition Authority v. JJ Motor Services, Inc., United States ofamerica, Hyde ParkBankand Trust as Trustee oftrust Number 292, and Unknown Owners. Respondent admits the allegations ofparagraph Trust 292, one ofthe defendants in case number 01 L 51202, owned 50.1% of the real property which the plaintiffsought to condemn. The named beneficiaries of trust 292 were Joseph Jeka, Sr., Helen Jeka, and their children Joseph Jeka, Jr., Darlene Boncimino ("Ms. Boncimino") and Nancy Murphy ("Murphy"). At the time the condemnation action was filed, Joseph Jeka Sr. and Helen Jeka were deceased. The trustee for trust 292 was Lakeside Bank.

3 Respondent admits the allegations ofparagraph In June 2003, the court entered an order making a preliminary award for just compensation in the amount of $4,157,850. Trust 292 represented 50.1%) ofthe award and was thus awarded $2,083, Paragraph 6. Upon information and belief, Respondent admits the allegations of 7. On July 15, 2003, Lakeside Bank, trustee oftrust 292, filed a verified petition asserting that Ms. Boncimino had a 7.5%> interest in trust 292 and that a sum of $150,000 would be held by the Cook County Treasurer until further order ofthe court. Respondent admits the allegations ofparagraph On or about November 21, 2003, Respondent and Ms. Boncimino agreed that Respondent would represent Ms. Boncimino in 01 L to pursue a claim that Ms. Boncimino should have a %) interest in trust 292, not 7.5%. Respondent agreed to represent Ms. Boncimino based on a contingency fee attorney fee agreement. Respondent admits that he agreed to represent Ms. Boncimino on a contingency basis. Respondent denies the remaining allegations of Paragraph Respondent was actively engaged in representation ofms. Boncimino in case number 01 L 51202, filing numerous pleadings, taking depositions, and conducting a trial that concluded in January 2006, followed by written closing arguments submitted to the court on February 23, Respondent admits the allegations ofparagraph On or about October 5, 2006, the court entered an order in case number 01 L 51202, ruling in favor ofmurphy and against Ms. Boncimino. Still pending before the court was a counter-claim by Murphy against Ms. Boncimino for damages arising from Ms. Boncimino's suit against Murphy. In December 2006, Respondent engaged in settlement discussions with Murphy's counsel, in which the party's agreed to a settlement ofmurphy's claim for $65,000.

4 Respondent admits the allegations ofparagraph On January 10, 2007, the court closed case number OIL Respondent admits the allegations ofparagraph 11. Representation ofdarlene Boncimino as Creditor in Bankruptcy Matter 12. On June 14, 2006, John and Lynn Erst, owners oferst Jewelers, filed a petition under Chapter 7 ofthe United States Bankruptcy Code in the United States Bankruptcy Court for the Northern Districtof Illinois to obtain a discharge oftheir debts, in which they listed Ms. Boncimino as a creditor in the amount of$60,000. The matter was entitled In the matter ofthe Bankruptcy ofjohn and Lynn Erst, case number Respondent admits the allegations ofparagraph In or about October 2006, Respondent and Ms. Boncimino agreed that Respondent would represent her in an adversary proceeding related to the Ersts' bankruptcy matter. On October 10, 2006, Respondent filed his appearance and a complaint on behalfofms. Boncimino, the case entitled Darlene Boncimino v. John and Lynn Erst, case number in the United States Bankruptcy Court for the Northern District ofillinois. On November 21, 2007, Respondent filed a motion to enter a settlement agreement and to dismiss the adversary proceeding in case number Respondent admits the allegations of Paragraph On November 30, 2007, the court entered an agreed order dismissing case number , and on December 5, 2007, the court closed case number Respondent admits the allegations ofparagraph 14. Effect ofrespondent's Representations 15. As a result ofrespondent's representation ofms. Boncimino in various legal matters between 1999 through 2007, as set forth above, Respondent had an attorney-client

5 relationship in which Ms. Boncimino trusted and expected Respondent to exercise his professional judgment for her best interests. Respondent gained knowledge ofms. Boncimino's financial status from their attorney-client relationship that he would not have ifhe did not have an attorney-client relationship with her. Respondent admits that he and Ms. Boncimino had an attorney-client relationship solely with respect to those matters in which he was actually retained and nothing further, stating that he did not, at any time, undertake a general representation of Ms. Boncimino in all ofher legal affairs or transactions. Upon information and belief, Ms. Boncimino used and had access to other attorneys at this time. Respondent admits that he had knowledge with respect to Ms. Boncimino's financial status as it related to the litigation referenced in Paragraphs 8 through 14 above, and as it related to real estate closings in which he represented Ms. Boncimino. Respondent denies the remaining allegations ofparagraph 15. COUNT I Respondent's Relationship with Double Density Magnetics, Inc. 16. In August 2003, Respondent assisted Norman Muelleman ("Mr. Muelleman") to incorporate Double Density Magnetics, Inc. ("DDM") in Illinois, which is an electro magnetic technology company. DDM had two directors, Mr. Muelleman and Respondent, and Mr. Muelleman was the president and Respondent was the vice-president, secretary, and treasurer. Respondent admits the allegations ofparagraph 16, further stating that he first started working on the DDM technology and with Mr. Muelleman sometime in 1994 or 1995.

6 17. In DDM's Articles ofincorporation, DDM listed 5,000,000 common shares, of which Mr. Muelleman held approximately two-thirds or 3,233, shares and Respondent held approximately one-third or 1,616, shares. The remaining 150,000 shares were outstanding treasury shares for the purpose ofraising capital for DDM. DDM operated solely based on funding obtained through the sale ofits treasury shares to investors. From August 2003 through January 31, 2007, DDM raised approximately $264,020 through the sale ofddm treasury shares to investors. Respondent admits the allegations ofparagraph In July 13, 2006, DDM filed a patent application for its proprietary technology entitled "Devices and methods for redistributing magnetic flux density" with the United States Patent and Trademark Office, which Respondent believed would bring DDM significant financial success. Respondent admits the allegations relating to DDM's filing ofa patent application but denies the allegation that he believed the application "would bring DDM significant financial success." However, Respondent admits that he believed the patent application represented a significant milestone for DDM and that it opened opportunities for the company to commence operations. 19. In or about January 2007, Respondent formed an Illinois corporation named BE Corporation ("BEC"), which Respondent was president. BEC was formed for the purpose ofproviding exclusive sales and marketing services to DDM based on DDM's patent filing. Respondent denies the allegations ofparagraph 19 as stated. Respondent admits that he incorporated a company in January 2007 called BE Marketing Group, and that the company was formed for the purpose ofproviding exclusive

7 marketing efforts to DDM based upon his 13 years ofworking with or on the DDM technology. 20. In or about January 2007, Respondent resigned as director and officer ofddm and began to close his law practice to fully devote his time to BEC and the sales and marketing ofddm technology. Respondent admits the allegations ofparagraph 20 with the correction that the company was BE Marketing Group, not BEC. 21. On or about January 26, 2007, DDM and BEC entered into an agreement in which BEC would be the exclusive sales and marketing agent ofddm, and BEC would be compensated on a commission basis. The compensation terms ofthe agreement, in general, stated BEC would receive a commission of 12.5% ofall gross sales produced for the benefit ofddm. The agreement also established sales target requirements for BEC, in which BEC would have a sales target of$5,000,000 for 2008 and $10,000,000 in Subject to the correction that the agreement was between DDM and Bank Enterprises, Respondent admits the allegations ofparagraph However, shortly after DDM and BEC entered into the exclusive sales and marketing agreement, a disagreement ensued between Mr. Muelleman and Respondent resulting in the deterioration ofthe business relationship. Subject to the correction that the agreement was between DDM and Bank Enterprises, Respondent admits the allegations ofparagraph Since DDM's incorporation in August 2003, DDM has had no sale, revenue, or profit.

8 Respondent admits the allegations ofparagraph 23 for the period between August 2000 and January 2007, further stating he does not have knowledge of DDM's financial affairs after January As ofthe filing date ofthis complaint, Respondent approximately holds over 1.5 million shares ofddm stock. Respondent admits the allegations ofparagraph 24. First Sale ofddmshares to Ms. Boncimino 25. In or about August 2005, Respondent told Ms. Boncimino about his involvement in DDM and advised that a patent that DDM was filing would lead to significant financial gain to DDM. Respondent offered Ms. Boncimino an opportunity to invest in DDM before the patent was filed and indicated that she could buy the shares before the price would rise. Respondent denies the allegations ofparagrapah In or about August 2005, Respondent offered to sell 20,000 shares ofddm to Ms. Boncimino at the price of$5.00 per share. However, at no time did Respondent inform Ms. Boncimino that she would be purchasing DDM shares held by Respondent and not directly from DDM. At no time did Respondent inform Ms. Boncimino that her purchase would personallybenefit Respondent and not be invested into DDM. Respondent denies the allegations ofparagraph 26 as stated. Respondent admits that he agreed to sell to Ms. Boncimino some of his personal DDM shares pursuant to her request after advising her that he would have to obtain written permission from DDM to do so because of a two yearrestrictive covenant and after Ms. Boncimino requested that he seek such permission.

9 27. On or about August 23, 2005, Respondent drafted a fourteen page stock purchase agreement and mailed it to Ms. Boncimino with a cover letter on Respondent's law practice letterhead requesting that she sign and return the stock purchase agreement within five to seven days. Ms. Boncimino subsequently signed the stock purchase agreement and tendered a check for $100,000 made payable to Respondent's client trust account. Respondent then issued a stock certificate for 20,000 shares ofddm common stock. Respondent admits the allegations ofparagraph 27, further stating that he structured the transaction to afford Ms. Boncimino 120 days to review the terms of the documentation and to perform such due diligence as she deemed necessary or appropriate. 28. Respondent used the $100,000 from Ms. Boncimino for his business or personal use. Respondent admits the allegations ofparagraph 28, noting that the sale represented a sale ofrespondent's personal property and that the sale proceeds were thus Respondent's property. 29. At all times, Ms. Boncimino believed that Respondent was representing her as her attorney in the purchase ofthe DDM shares and trusted and expected Respondent to exercise his professional judgment for her best interest. Respondent denies the allegations of Paragraph 29, further stating that he verbally advised Ms. Boncimino that he could not represent Ms. Boncimino in her purchase of shares since she was buying stock from Respondent. Ms. Boncimino asked if any prior shareholders had made changes to the stock purchase agreement and Respondent advised that he was not aware ofany such changes.

10 30. At no time did Respondent disclose to Ms. Boncimino that his interests in having her purchase DDM shares and her interests in investing in DDM may not be aligned, that she should consider consulting with an independent attorney regarding the transaction, explain the risks involved in purchasing DDM shares, or provide the financial information that formed the bases for the valuation ofddm at $5.00 per share. Respondent denies the allegations ofparagraph At no time did Respondent obtain Ms. Boncimino's informed consent to the transaction after disclosure. Respondent denies the allegations ofparagraph 31. SecondSale ofddmshares to Ms. Boncimino 32. In or about November 2006, Respondent offered to sell additional DDM shares to Ms. Boncimino at $6.50 per share. However, Respondent did not explain to Ms. Boncimino that she would be purchasing the DDM shares held by Respondent, and not directly from DDM. At no time did Respondent inform Ms. Boncimino that her purchase would personally benefit Respondent and not be invested into DDM. Respondent denies the allegations ofparagraph 32 as stated. Respondent admits that Ms. Boncimino solicited him to sell her additional shares of his DDM stock after she attended the DDM shareholder meeting in July of2006. Ms. Boncimino telephoned Respondent and asked if she could acquire additional shares directly from Respondent and not from DDM and at a discounted price. The stock purchase agreement for this transaction identifies Respondent as the sellerand Ms. Boncimino was clearly aware ofthis fact. 33. On or about November 6, 2006, Respondent drafted a stock purchase agreement which stated that Respondent, as an individual, was selling 30,769 shares of 10

11 DDM to Ms. Boncimino at $6.50 per share for a total of$200,000. Respondent sent a cover letter to Ms. Boncimino on his law practice letterhead requesting her to sign and return the stock purchase agreement. Ms. Boncimino signed the stock purchase agreement and tendered a $200,000 check made payable to Respondent's client trust account. Shortly thereafter, Respondent provided Ms. Boncimino a DDM stock certificate representing the 30,769 shares ofddm. Respondent admits the allegations ofparagraph 33, further stating that the stock purchase agreement was based upon the standardized agreement utilized by DDM and Ms. Boncimino was so advised. 32 [sic]. Respondent deposited the $200,000 check from Ms. Boncimino into his client trust account and then transferred the funds into his business account for his own business or personal use. Respondent admits the allegations ofthis paragraph. 33 [sic]. At all times, Ms. Boncimino reasonably believed that Respondent was representing her as her attorney in the purchase ofthe DDM shares, and trusted and expected Respondent to exercise his professional judgment for her best interest. Respondent denies the allegations ofthis paragraph, further stating that he verbally advised Ms. Boncimino that he could not represent Ms. Boncimino in her purchase ofshares since she was buying stock from Respondent. 34. At no time did Respondent disclose to Ms. Boncimino that his interests in having her purchase DDM shares and her interests in investing in DDM may not be aligned, that she should consider consulting with an independent attorney regarding the transaction, explain the risks involved in purchasing DDM shares, and provide the financial information that formed the bases for the valuation ofddm at $6.50 per share. Respondent denies the allegations ofparagraph

12 35. At no time did Respondent obtain Ms. Boncimino's informed consent to the transaction after disclosure. Respondent denies the allegations of Paragraph 35. Transfer ofddmshares to Ms. Boncimino 36. As described above in paragraphs 4 through 10, On October 5, 2006, the court ruled against Ms. Boncimino in the condemnation action. Still pending before the court was a counter-claim by Murphy against Ms. Boncimino for damages arising from the suit. Respondent admits the allegations ofparagraph In November 2006, Respondent sought to settle the counter-claim by Murphy against Ms. Boncimino. Also at this time, Respondent was considering on closing his law practice to concentrate on the sales and marketing services with DDM. Respondent informed Ms. Boncimino ofthis and stated that he would not have the time to appeal the adverse ruling against Ms. Boncimino. Respondent admits the allegations ofparagraph 37, further stating that he advised Ms. Boncimino on several occasions that the appeal could be handled by any number ofother attorneys beside Respondent. Ms. Boncimino decided not to pursue the appeal. 38. In Respondent's effort to urge Ms. Boncimino to settle her claim and not pursue an appeal, Respondent offeredto pay half of the settlement amount in the form of DDM shares. Ms. Boncimino agreed and Respondent provided Ms. Boncimino 5,000 DDM shares valued at $6.50, totaling $32,500. As stated above in paragraph 10, Ms. Boncimino paid $65,000 to Murphy to settle all claims and received a stock certificate of 5,000 DDM shares. Respondent admits that provided the referenced shares to Ms. Boncimino and denies the remaining allegations ofparagraph

13 39. At no time during the three transactions between Respondent and Ms. Boncimino did Respondent disclose to Ms. Boncimino that his interests and her interest may not be aligned, that she should consider consulting with an independent attorney regarding the transaction, explain the risks involved in the transactions, or provide the financial information that formed the bases for the valuation ofddm shares. Respondent denies the allegations ofparagraph At no time did Respondent disclose to Ms. Boncimino that his representation ofher might be materially limited by his roles as her attorney, vice-president, secretary, treasurer and shareholder ofddm, and his responsibilities to DDM, to other shareholders, and his own personal interests. Respondent denies the allegations ofparagraph At no time did Respondent obtain Ms. Boncimino's informed consent to the transactions after disclosure. Respondent denies the allegations ofparagraph By reason ofthe conduct described above, which occurred before January 1, 2010, Respondent has engaged in the following misconduct: a. representing a client when the representation ofthat client may be materially limited by the lawyer's responsibilities to another client or to a third person, or by the lawyer's own interests, by conduct including failing to disclose that Ms. Boncimino was purchasing shares from him and not DDM, failing to disclose that he was personally benefiting from the sale ofhis shares accepting $300,000 from Ms. Boncimino for the sale ofddm shares, failing to disclose the risks involved in the purchase ofddm shares, failing to disclose or provide information as to the valuation ofddm shares, and failing to inform Ms. Boncimino to seek independent counsel regarding the transaction, in violation ofrule 1.7(b) ofthe Illinois Rules ofprofessional Conduct (1990); and 13

14 b. entering into a business transaction with a client when the lawyer knows or reasonably should know that the lawyer and the client have or may have conflicting interests or the client expects the lawyer to exercise the lawyer's professional judgment for the protection ofthe client, by conduct including failing to disclose to Ms. Boncimino that she was purchasing shares from him and not DDM, failing to disclose that he was personally benefitting from the sale ofhis shares accepting a total of$300,000 from Ms. Boncimino for the sale ofddm shares, failing to disclose the risks involved in the purchase ofddm shares, failing to disclose or provide information as to the valuation ofddm shares, and failing to inform Ms. Boncimino to seek independent counsel regarding the transaction, in violation ofrule 1.8(a) ofthe Illinois Rules ofprofessional Conduct (1990). Respondent denies the allegations ofparagraph 42 and each subparagraph thereof. COUNT II Respondent's Relationship with Big Sky General Contractors, Inc. 45 [sic]. Big Sky General Contractors, Inc. ("Big Sky") was a general contractor company with its offices located in Lisle, Illinois. Big Sky was originally incorporated in 2003 and administratively dissolved in In 2006, Respondent became involved with Big Sky and Big Sky was reinstated as an Illinois corporation seeking to provide reconstruction services in New Orleans, LA, after hurricane Katrina had destroyed many homes. Respondent and two other persons were the shareholders ofbig Sky. Respondent was president ofbig Sky. Respondent admits the allegations ofparagraph In or about April 2006, Big Sky was seeking to recapitalize their business. Respondent informed the shareholders that Ms. Boncimino would be a possible investor to obtain capital from. The shareholders agreed that Respondent would receive a finder's fee of20%) or $40,000 (whichever was less) ofthe investment capital Respondent procured from Ms. Boncimino. Also, Respondent and the two other shareholders also agreed to receive a monthly salary of $2,500 after the investment from Ms. Boncimino was procured. 14

15 Respondent admits the allegations ofthe first sentence ofparagraph 46. Respondent denies the remaining allegations ofparagraph In or about April or May 2006, Respondent offered Ms. Boncimino an opportunity to invest in Big Sky. Respondent advised Ms. Boncimino that with an investment of$200,000, Boncimino would acquire a 20%) interest in Big Sky. Respondent denies the allegations ofparagraph 47 as stated, but admits that, as the president ofbig Sky, Respondent offered a 20% share position ofthe company to Ms. Boncimino in exchange for the sum of$200, On or about May 4, 2006, Respondent drafted a stock purchase agreement on behalfofbig Sky in which Ms. Boncimino purchased 200 shares ofbig Sky at $100 per share totaling $200,000. On May 5, 2006, Ms. Boncimino provided Respondent a $200,000 check made payable to Respondent's client trust account. Respondent then deposited the $200,000 into Big Sky's business account. As a result ofobtaining investment capital from Ms. Boncimino, Respondent received $40,000 as a finder's fee. Respondent admits the first three sentences ofparagraph 48. Respondent denies the last sentence of Paragraph 48, further stating that the $40,000 was paid as an advance against the expected office expenses over a month period estimated to be between $84,000 and $126,000. These included expenses for salaries for Respondent and his assistant and to pay for office rent and the use ofoffice equipment. 49. After obtaining Ms. Boncimino's investment capital, Respondent did not seek out any other investor or attempt to obtain additional capital from any other source. Big Sky operated solely on Ms. Boncimino's money. 15

16 Respondent admits the allegations ofparagraph 49. Respondent further states that it was his understanding and belief, based on his discussions with Rick Hunter and Joshua Hunter - the persons who were to be responsible for performing construction work in New Orleans - that the sum of$100,000 would be sufficient to commence and sustain construction work in New Orleans, and that the office support and related expenses could be sustained for a period ofone-year to eighteen months for an additional $100,000. Respondent further states that he verbally conveyed this information to Ms. Boncimino. 50. At no time did Respondent disclose to Ms. Boncimino that he would personally benefit from her investment in receiving a $40,000 finder's fee from obtaining investment capital from Ms. Boncimino. Respondent denies the allegations ofparagraph At no time did Respondent disclose to Ms. Boncimino all ofthe terms and information she would require to make an informed decision regarding the appropriateness ofthe investment in Big Sky. Respondent denies the allegations ofparagraph At no time did Respondent disclose to Ms. Boncimino that his representation ofher might be materially limited as a result ofhis roles as president and shareholder of Big Sky, his responsibilities to Big Sky, to other shareholders, and his own personal interests. Respondent denies the allegations Paragraph

17 53. At no time did Respondent obtain Ms. Boncimino's informed consent to the transaction after disclosure. Respondent denies the allegations ofparagraph On April 18, 2007, Respondent wrote Boncimino informing her that Big Sky was struggling financially due to personnel issues and inability to collect outstanding invoices from contractors. Respondent admits the allegations ofparagraph On November 25, 2009, Respondent informed Ms. Boncimino that Big Sky was inoperative and had not engaged in any business for two years. Respondent stated that Big Sky had no source ofincome and no capital to pursue any new business ventures. Respondent offered to issue a letter to Ms. Boncimino's accountant for tax purposes. Respondent admits the allegations ofparagraph As ofnovember 25, 2009, Big Sky had expended all ofms. Boncimino's $200,000 investment. Ms. Boncimino received no return on her $200,000 investment into Big Sky. Respondent admits the allegations ofparagraph By reason of the conduct described above, which occurred before January 1, 2010, Respondent has engaged in the following misconduct: a. representing a client when the representation ofthat client may be materially limited by the lawyer's responsibilities to another client or to a third person, or by the lawyer's own interests, by conduct including failing to disclose that Respondent would receive a finder's fee of$40,000 for obtaining an investment of$200,000 from Ms. Boncimino for Big Sky, failing to disclose the risks involved in the purchase ofbig Sky shares, and failing to inform Ms. Boncimino to seek independent counsel regarding the transaction, in violation ofrule 1.7(b) ofthe Illinois Rules ofprofessional Conduct (1990); and 17

18 b. entering into a business transaction with a client when the lawyer knows or reasonably should know that the lawyer and the client have or may have conflicting interests or the client expects the lawyer to exercise the lawyer's professional judgment for the protection ofthe client, by conduct including failing to disclose to Ms. Boncimino that Respondent would receive a finder's fee of $40,000 for obtaining an investment of$200,000 from Ms. Boncimino for Big Sky, failing to disclose the risks involved in the purchase ofbig Sky shares, and failing to inform Ms. Boncimino to seek independent counsel regarding the transaction, in violation ofrule 1.8(a) ofthe Illinois Rules ofprofessional Conduct (1990). Respondent denies the allegations ofparagraph 57 and each subparagraph thereof. RESPONDENT'S PROFESSIONAL BACKGROUND Pursuant to Commission Rule 231, Respondent states as follows with respect to his professional background: 1. Respondent was admitted to practice law in the United States District Court for the Northern District ofillinois and the Federal Trial Bar ofthat court on March 17, Respondent has no other professional license or certificate. 18

19 WHEREFORE, Respondent, Bryan R. Bagdady, respectfully prays that the Complaint be dismissed. RoberxA. Merrick, Jr.' Counsel for Respondent Robert A. Merrick, Jr. Robert A. Merrick, Jr., Ltd. 53 W. Jackson Blvd., Ste Chicago, IL Telephone: