Walter Ray Culp, III v. Board of Professional Responsibility for the Supreme Court of Tennessee

IN THE SUPREME COURT OF TENNESSEE

AT NASHVILLE

February 6, 2013 Session

WALTER RAY CULP, III v. BOARD OF PROFESSIONAL

RESPONSIBILITY FOR THE SUPREME COURT OF TENNESSEE

Direct Appeal from the Chancery Court for Williamson County

No. 40516 Walter C. Kurtz, Judge

No. M2012-01816-SC-R3-BP - Filed June 24, 2013

In this appeal, we review the denial of an attorney’s petition for reinstatement of his law

license. The attorney was suspended from the practice of law for five years after he pleaded

guilty to attempted extortion in federal court. The extortion arose out of the attorney’s

attempt to broker the testimony of a witness in a civil trial for a substantial fee. After serving

a nineteen-month prison sentence and a five-year suspension from the practice of law, the

attorney petitioned for reinstatement. A hearing panel of the Board of Professional

Responsibility denied the attorney’s request, finding that the attorney failed to carry his

burden of proof by clear and convincing evidence that he had the moral qualifications,

competency and learning in law, and that reinstatement would not be detrimental to the

integrity and standing of the bar, the administration of justice and subversive to the public

interest. The panel considered, among other things, the nature of the crime, that the extortion

involved several million dollars, the attorney’s unwillingness to take responsibility for his

actions, and his lack of credibility. The attorney appealed to the Chancery Court for

Williamson County. The trial court affirmed the hearing panel’s decision. We affirm the

decision of the trial court.

Tenn. Sup. Ct. R. 9, § 1.3 Appeal as of Right; Judgment of the Trial Court Affirmed

S HARON G. L EE, J., delivered the opinion of the Court, in which G ARY R. W ADE, C.J., J ANICE

M. H OLDER, and W ILLIAM C. K OCH, J R., JJ., joined. C ORNELIA A. C LARK, J., not

participating.

Walter Ray Culp, III, Brentwood, Tennessee, pro se with assistance of counsel by James D.R.

Roberts, Jr. and Janet L. Layman, Nashville, Tennessee; Tyree B. Harris, IV at trial,

Nashville, Tennessee, for the appellant.

Kevin D. Balkwill, Disciplinary Counsel, Brentwood, Tennessee, for the appellee, Board of

Professional Responsibility.

OPINION

I.

Walter Ray Culp, III graduated from law school in 1995 and became licensed to

practice law in Tennessee in 1996. In December 2004, Mr. Culp was indicted by a federal

grand jury for the Middle District of Tennessee. On September 14, 2005, a two-count

superseding indictment charged Mr. Culp with violating federal extortion and mail fraud

laws. The first count of the indictment alleged that Mr. Culp attempted to extort a cash

payment of $5 million and real estate valued at $4 million from officers of AIM Healthcare

(“AIM”), a Franklin, Tennessee-based healthcare company, by threatening to cause the

suppression of a witness’s testimony in AIM’s lawsuit against Arbor Healthcare.1 The

second count alleged that Mr. Culp devised a scheme to defraud AIM by informing AIM

executives that the witness was seeking over $3 million for his truthful testimony when in

fact Mr. Culp was intending to pay the witness $200,000 while keeping the rest for himself,

and executed the scheme by means of an interstate telephone call to AIM executives.2

On December 22, 2005, the Board of Professional Responsibility (“the Board”) filed

a petition for discipline against Mr. Culp based on the conduct described in the superseding

federal indictment. On February 14, 2006, Mr. Culp pleaded guilty in federal court to

attempted extortion. On April 3, 2006, we summarily suspended Mr. Culp from the practice

of law and referred the matter to the Board of Professional Responsibility to determine the

final discipline. See Tenn. Sup. Ct. R. 9, § 14 (“Attorneys Convicted of

Crimes”). Meanwhile, a federal district court judge sentenced Mr. Culp to thirty-six months

in prison. After serving nineteen months at a federal prison in Alabama, Mr. Culp was

paroled on supervised release.

On September 30, 2008, a hearing panel of the Board conducted a hearing to

determine Mr. Culp’s final discipline. The hearing panel determined that Mr. Culp’s law

license should be suspended for five years. The five-year suspension consisted of a two-and-

one-half-year suspension pursuant to this Court’s summary suspension, beginning on April

3, 2006, and an additional two-and-one-half-year suspension, beginning on September 30,

2008.

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Count one alleged that Mr. Culp violated 18 U.S.C. §§ 1951, 1952 (2006).

2

Count two alleged that Mr. Culp violated 18 U.S.C. §§ 1342, 1343 (2006).

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Mr. Culp did not appeal the judgment. On April 15, 2009, the Board forwarded a

copy of the hearing panel’s decision to this Court pursuant to Tenn. Sup. Ct. R. 9, § 8.4.3 On

June 17, 2009, we entered an order that proposed to increase Mr. Culp’s punishment to

disbarment. After oral argument, we approved the five-year suspension.

On January 13, 2011, Mr. Culp filed a petition pursuant to Tenn. Sup. Ct. R. 9, § 19.3

seeking reinstatement of his law license effective April 3, 2011.4 Mr. Culp asserted that he

possessed the requisite moral qualifications and competency and learning in the law. He also

maintained that his reinstatement would not be detrimental to the integrity and standing of

the bar or of the administration of justice or subversive to the public interest. After an

evidentiary hearing, the hearing panel of the Board of Professional Responsibility (“the

Panel”) denied Mr. Culp’s petition for reinstatement, finding he did not carry his burden of

proof by clear and convincing evidence. The Panel found that Mr. Culp’s witnesses were not

able to testify with any degree of specificity about the crime for which he was suspended, his

moral qualifications to practice law, and his learning in the law. The Panel also found that

the testimony of Mr. Culp’s witnesses was conclusory, very general, and was based on

insufficient contact with Mr. Culp. The Panel found that Mr. Culp had not disclosed the

details of his crime to his witnesses; instead, he only had told them that he had been in prison

or had made some bad decisions. Moreover, the Panel determined that Mr. Culp was not

credible, particularly with regard to his description of the crime he committed:

Petitioner’s testimony on the topic of his crime was elusive and

incredible. Despite having pleaded in Federal Court to the crime of extortion

and serving time in prison for that crime, Petitioner could still not bring

himself to admit to the Hearing Panel that he did what he was accused of doing

and what he pleaded guilty to doing. Petitioner consistently laid the blame for

his predicament on others and seemed unable to admit to himself or the

Hearing Panel that he did what he pleaded guilty to doing. This does not

exhibit to the Hearing Panel that the Petitioner has the moral qualifications to

resume the practice of law.

The Panel concluded that none of the witnesses were able to testify as to Mr. Culp’s

current competency and learning in the law. The Panel noted that only Mr. Culp testified as

to his current learning in the law. It pointed out that Mr. Culp took seventy hours of

3

Sup. Ct. R. 9, § 8.4 requires the Board to forward to this Court any judgment in a lawyer discipline

case in which the hearing panel recommends a punishment in excess of three months. Pursuant to this rule,

this Court reviews the recommended punishment to ensure “uniformity of punishment throughout the state.”

4

Sup. Ct. R. 9, § 19.1 provides: “No attorney suspended for one year or more or disbarred may

resume practice until reinstated by order of the Supreme Court, except as provided in Section 20.4.”

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mediation training courses in 2010 to bring his continuing legal education (“CLE”)

requirements current, but described this as a “transparent attempt to catch up on his CLE

requirements.” The Panel expressed concern that Mr. Culp would do whatever he needs to

do to obtain the result that he desires. As an example, the Panel noted that Mr. Culp denied

any alcohol or drug problems to the probation officer before his sentencing, in his pre-Panel

hearing discovery responses, and in his testimony before the Panel. However, while in

prison, he claimed he had a problem with alcohol and applied for and was admitted to a drug

abuse program. After he successfully completed the program, his prison sentence was

reduced by five months. Mr. Culp testified that he “modeled himself as a perfect person” in

order to try to gain early release. The Panel was concerned that Mr. Culp was once again

“modeling” himself to regain the right to practice law when he in fact did not meet the

requirements for reinstatement.

The Panel concluded that given the nature of the crime, Mr. Culp’s continuing

unwillingness to take responsibility for his actions, his lack of credibility, and his willingness

to keep up appearances to get what he wants, Mr. Culp’s readmission “would be detrimental

to the integrity and standing of the bar and the administration of justice as well as being

subversive to the public interest.”

Mr. Culp filed a petition for review in the Chancery Court for Williamson County,

asserting that the Panel’s decision was arbitrary and not supported by substantial and material

evidence. The trial court, after reviewing the evidence presented to the Panel, affirmed the

Panel’s decision. The trial court found that the Panel’s credibility findings were supported

by the record, citing the Panel’s conclusion that Mr. Culp’s testimony regarding his crime

was “elusive and incredible.” Further, the trial court found that the Panel’s decision

regarding Mr. Culp’s deficient moral and legal fitness was supported by the record. The trial

court also concurred with the Panel’s finding that Mr. Culp’s reinstatement would be

detrimental to the integrity and standing of the bar and the administration of justice, noting

that Mr. Culp’s crime “involved the brokering of witness testimony in a pending civil case,”

which struck at “the very heart of the integrity of the legal system he was sworn to

serve.” The trial court concluded that the record fully supported the Panel’s decision that Mr.

Culp’s license to practice law should not be reinstated. Mr. Culp appeals the decision of the

trial court.

II.

Tenn. Sup. Ct. R. 9, § 19.3 governs reinstatement of suspended or disbarred

attorneys. It requires an attorney petitioning for reinstatement to establish by clear and

convincing evidence that he or she:

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has the moral qualifications, competency and learning in law required for

admission to practice law in this state and that the resumption of the practice

of law within the state will not be detrimental to the integrity and standing of

the bar or the administration of justice, or subversive to the public interest.

A trial judge reviewing a hearing panel’s decision may reverse or modify that decision if the

panel’s findings are:

(1) in violation of constitutional or statutory provisions; (2) in excess of the

panel’s jurisdiction; (3) made upon unlawful procedure; (4) arbitrary or

capricious or characterized by abuse of discretion or clearly unwarranted

exercise of discretion; or (5) unsupported by evidence which is both substantial

and material in light of the entire record.

Tenn. Sup. Ct. R. 9, § 1.3.

Our review is governed by the same standard of review as that of the trial

court. Milligan v. Bd. of Prof’l Responsibility, 301 S.W.3d 619, 629 (Tenn. 2009); Hughes

v. Bd. of Prof’l Responsibility, 259 S.W.3d 631, 640-41 (Tenn. 2008); Bd. of Prof’l

Responsibility v. Love, 256 S.W.3d 644, 653 (Tenn. 2008). This standard of review does not

allow us to substitute our judgment for that of the Panel as to the weight of the evidence on

factual issues. Milligan, 301 S.W.3d. at 635. We will reverse or modify a trial court’s

judgment only if it meets one of the five enumerated criteria listed in Tennessee Supreme

Court Rule 9, section 1.3. Hughes, 259 S.W.3d at 640-41. The Supreme Court has the

ultimate power to ensure adherence to professional responsibility standards, Doe v. Bd. of

Prof’l Responsibility, 104 S.W.3d 465, 469-70 (Tenn. 2003), and possesses an “inherent

power” over lawyer discipline cases. Hughes, 259 S.W.3d at 640.

Based on Mr. Culp’s contentions in this appeal, we review the evidence presented to

the Panel to determine whether the Panel’s decision was arbitrary and capricious or

unsupported by substantial and material evidence. To reverse on either of these grounds

requires us to find a clear error in judgment. Milligan, 301 S.W.3d at 629.

At the hearing on August 31, 2011, the Panel heard the testimony of Mr. Culp and

nine witnesses. Testifying on Mr. Culp’s behalf were four attorneys, Raymond T.

Throckmorton, III; Frank Calvin Ingraham; Tom Price Thompson, III; and Jonathan Jacob

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Cole;5 and five lay witnesses, Dewey Allen Greene; Robert High Bradshaw, Jr.; Michael Ray

Campbell; Henry James Askew; and Dr. Gerald Lynn Stow. The Board presented no

witnesses.

Mr. Throckmorton, a Nashville attorney, testified that he had been friends with Mr.

Culp since childhood. After Mr. Throckmorton moved to Nashville in 1996, he had limited

contact with Mr. Culp. He first learned of Mr. Culp’s criminal involvement from a mutual

friend who had seen it on the news. He testified that he was surprised that Mr. Culp had

engaged in criminal conduct and blamed others for taking advantage of Mr. Culp’s “tunnel

vision” for concentrating on “what’s positive about the situation” and getting “sucked into

it.” He did not visit with Mr. Culp while he was in prison, but reestablished contact with him

after Mr. Culp was released. Mr. Throckmorton talked with Mr. Culp a couple of times a

month in the year before the Panel hearing. He testified that Mr. Culp was a very competent

attorney who had a budding practice until “the unfortunate matter.” He testified that Mr.

Culp’s crime was inconsistent with Mr. Culp’s character. He said the entire process “has

been a life-changing experience” for Mr. Culp, who had “sort of risen out of the ashes.” In

his opinion, Mr. Culp had the requisite moral qualifications to practice law and had done a

“very good job” of staying current with the law.

Mr. Ingraham, an attorney for more than fifty-three years, testified that he met Mr.

Culp after Mr. Culp’s mother asked Mr. Ingraham to mentor Mr. Culp following his release

from prison. Mr. Ingraham explained that he often mentored young men. When Mr.

Ingraham contacted Mr. Culp, Mr. Culp was “very responsive and appreciative.” Most of

their contacts occurred by telephone and concerned Mr. Culp’s marital problems. As to Mr.

Culp’s criminal history, Mr. Ingraham said he did not make it his business to find out about

the crime. He knew Mr. Culp committed a crime involving an “issue of honesty,” but

intentionally did not inquire into the details of the crime. He only learned about the nature

of Mr. Culp’s criminal conduct a few weeks before the reinstatement hearing, but noted that

Mr. Culp did not blame other people for his misfortune and took full responsibility for his

actions. Mr. Ingraham testified that Mr. Culp would be an asset to the legal profession if his

license was restored. Mr. Ingraham offered to serve as a mentor to Mr. Culp “if the Board

felt it was a good thing.”

Mr. Thompson, a lawyer practicing in Lebanon, testified that he had previously

worked with Mr. Culp on a workers’ compensation case and a construction case. He said he

was impressed by Mr. Culp’s work and that Mr. Culp showed great passion for his

clients. Mr. Thompson’s knowledge of Mr. Culp’s criminal involvement was based on what

5

Mr. Cole could not testify in person at the August 31, 2011, reinstatement hearing. The hearing

panel considered Mr. Cole’s testimony given at Mr. Culp’s September 2008 disciplinary hearing.

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he read in the newspaper. After Mr. Culp was released from prison, they had lunch several

times and emailed each other periodically. Mr. Thompson testified that Mr. Culp “has paid

his dues, and I think he wants to go forward in the legal profession.” In his opinion, Mr.

Culp has the requisite moral character and legal training to practice law.

Mr. Cole, a Nashville attorney, explained he and Mr. Culp had been friends for the

past fourteen years. Mr. Cole first learned about Mr. Culp’s criminal involvement from

reading about the case in the newspaper and he later discussed it generally with Mr. Culp,

although not in “extreme detail.” Before Mr. Culp’s suspension, he had the reputation of

being a good attorney and of high character. In Mr. Cole’s opinion, Mr. Culp was proficient

in the law and very remorseful about what he had done.

Mr. Greene, the chief operating officer of a small healthcare company in Brentwood,

attended church with Mr. Culp’s mother. He met Mr. Culp after Mr. Culp’s mother asked

if Mr. Greene would meet with her son. Mr. Culp contacted Mr. Greene, and they met

frequently to talk about Mr. Culp’s marital difficulties. Mr. Greene said that Mr. Culp

“walked me through all that transpired” regarding Mr. Culp’s criminal trouble. Mr. Greene

said he learned more about it from reading newspaper stories about the criminal charges. Mr.

Greene said he did not believe Mr. Culp would repeat his criminal conduct. Mr. Culp, in Mr.

Greene’s opinion, was “humbled and reaching out and doing everything within his power to

provide for his family and his children.”

Mr. Bradshaw, a probate master for Davidson County, knew Mr. Culp from their days

as law clerks in the Davidson County Courthouse. He testified he learned about Mr. Culp’s

crime from a courthouse employee. Mr. Bradshaw never talked specifically with Mr. Culp

about his criminal case; what Mr. Bradshaw knew, he learned from reading the newspaper

or from others. Mr. Bradshaw said he spoke more often with Mr. Culp’s former wife than

with Mr. Culp. He recalled that Mr. Culp had been a “very competent” lawyer when he

handled cases in probate court. He testified that Mr. Culp “would make an exemplary

attorney in my opinion.”

Mr. Campbell, a contractor, testified that he had known Mr. Culp for three years. He

first met Mr. Culp through some real estate business, but then they became personal

friends. Mr. Campbell talked regularly with Mr. Culp and considers him a good man. The

two have vacationed together at Gulf Shores, Alabama, where Mr. Campbell has a

condominium. He testified that Mr. Culp told him “there was some stuff that went on that

he regrets pretty bad.” Mr. Campbell could not remember specifics regarding Mr. Culp’s

crime, saying: “Obviously, we didn’t talk about it much.”

Mr. Askew, a deacon at Woodmont Baptist Church, testified that he had known Mr.

Culp since Mr. Culp was born. One of Mr. Askew’s sons and Mr. Culp were close friends,

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and his son still maintains contact with Mr. Culp. Mr. Askew first learned of Mr. Culp’s

crime from reading about it in the newspaper and then from talking with Mr. Culp’s

mother. Mr. Askew visited Mr. Culp in prison several times. Mr. Askew testified that Mr.

Culp has “very good moral character,” and that if he needed a lawyer, he would hire Mr.

Culp.

Dr. Stow, a retired Baptist minister, testified that he first met Mr. Culp in 2008, after

learning about him from Mr. Culp’s mother. Mr. Culp attended Dr. Stow’s Bible study

classes upon his release from prison. He testified that Mr. Culp said to everyone in attendance

at his first Bible study class that he was an attorney who made some bad choices and served

time in prison. Mr. Culp never told Dr. Stow about his criminal conduct, but Dr. Stow learned

about it after viewing a videotape of Mr. Culp speaking to a nearby church group about his

bad choices and the resulting consequences. Dr. Stow could not recall the details but said “it

pretty much had to deal something with some land transactions and so on.” Dr. Stow

explained that Mr. Culp earnestly tried to improve as a person and had established “spiritual

accountability.” He said Mr. Culp expressed remorse over his past conduct.

Mr. Culp, a resident of Brentwood, testified that he began practicing law in 1996 in

Williamson County. He began his practice as a solo practitioner taking appointed criminal

defense work, but after a couple of years, he practiced primarily personal injury civil

litigation. He testified he became a “self-made millionaire” by age thirty-five and amassed

a net worth in excess of $15 million by age forty. He indicated he made much of his fortune

by practicing law and buying and selling land.

He explained that a former client, Jason Quick, told him that for a fee of $5 million,

Mr. Quick would be willing to testify in an antitrust lawsuit involving AIM, a healthcare

company. According to Mr. Quick, he had information that would help AIM win its case

against Arbor Healthcare. Mr. Culp communicated Mr. Quick’s offer to Carl Haley, who

owned 15% of AIM, and to Preston Ingram, who was AIM’s majority shareholder and

chairman of the board. Mr. Culp testified that after several discussions with Mr. Haley and

Mr. Ingram, they decided that Mr. Culp and Mr. Ingram would trade farms and Mr. Culp

would pay Mr. Quick “out of [Mr. Culp’s] own pocket to tell the truth.” Mr. Culp had

previously negotiated with Mr. Ingram to swap farms but had not been able to arrive at a

mutually agreeable price for the trade. Mr. Culp and Mr. Ingram entered into a contract

whereby Mr. Culp would convey his farm worth $15 million to Mr. Ingram and Mr. Ingram

would convey his farm worth $4 million to Mr. Culp. Mr. Culp would then pay “out of his

pocket” Mr. Quick’s witness fee, which Mr. Quick reduced from $5 million to $200,000. Mr.

Culp testified that he was going to lose a couple of million dollars on the farm deal and have

to pay the witness $200,000. However, later in his testimony, Mr. Culp admitted that in

addition to the farm swap, Mr. Ingram was going to pay Mr. Culp “five and a half million in

boot.” He also admitted that he owed about $2 million on his farm which was later sold by

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his bank for a “million seven.” Mr. Culp admitted that he knew the deal was unethical but did

not think it was illegal. He testified that he did not expect to benefit financially from the

transaction and was “actually taking a hit for doing the transaction.” When he was indicted,

he was “totally dumbfounded.” Mr. Culp claimed he was not acting as a lawyer, but as a

friend stuck in the middle trying to bring out the truth to the “people that needed the

truth.” According to Mr. Culp, Mr. Quick and Mr. Ingram “just needed a scapegoat,

somebody to get in the middle so if things went bad, they had somebody to point the finger

to and they wouldn’t get in trouble.” Mr. Culp also testified that he “took the bath for

everyone.”

Mr. Culp explained that he wanted to plead to an aiding and abetting charge, because

he did not believe he was guilty of attempted extortion, because “I never twisted anybody’s

arm to do anything.” The federal government would not accept a guilty plea to aiding and

abetting, so Mr. Culp pleaded guilty to attempted extortion. He said he pleaded guilty because

he was facing a potential sentence of twenty years and a $250,000 fine. At the Panel hearing,

Mr. Culp continued to disagree that he was guilty of attempted extortion but acknowledged

that he knew what he had done was illegal “without question.”

Mr. Culp also testified about his entry into a drug abuse program while in prison. Mr.

Culp admitted that in answering questions for a federal presentence report, he denied that he

had abused alcohol or prescription drugs. Mr. Culp testified he first learned of the program

from his lawyer and then from other inmates. Mr. Culp admitted to the Panel that he “drank

socially” but did not think he had a problem with alcohol. He had seen a psychiatrist and was

taking a prescribed anti-depressant drug before he left for prison. He later told prison officials

he had a drinking problem because his then-wife had convinced him that he had an alcohol

problem. After Mr. Culp entered prison, he applied for and was accepted into a Residential

Drug Abuse Program. He successfully completed the program, which resulted in a five-month

reduction in his sentence.

Because of his imprisonment, Mr. Culp fell behind on his CLE requirements. Mr. Culp

caught up on his CLE requirements in 2010 by completing seventy hours of mediation

training. He said that “the mediation aspect is very attractive to me,” and “I think I would be

a very good mediator.”

Mr. Culp testified that he was embarrassed, remorseful, and ready to resume the

practice of law as a better attorney and person. He noted that “the practice of law is a

privilege” and “an honorable, noble profession.”

The standard of review guides the result in this case. The Panel is uniquely suited to

make credibility determinations of witnesses. The trial court showed deference to the

credibility determinations of the Panel. We show the same level of deference to the trial court

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and the Panel. Mr. Culp was required to show by clear and convincing evidence that he had

the moral qualifications and competency and learning in the law required for admission to

practice law in Tennessee and that his readmission would not be detrimental to the integrity

of the bar or the administration of justice. Tenn. Sup. Ct. R. 9, § 19.3.

In Milligan, we examined the moral qualifications requirement in Rule 9, § 19.3,

explaining that attorneys seeking readmission must show a “moral change.” 301 S.W.3d at

631. They also must show remorse and an awareness of their wrongdoing. Id. Attorneys

presenting character witnesses must establish these witnesses were aware of the underlying

misconduct and had “a sufficient degree of interaction” with the petitioning attorney. Id. at

632. These witnesses must present more than conclusory testimony about an accused’s

change of character. In Milligan, we discounted the testimony of witnesses who were largely

unaware of the specific conduct that led to the suspension and had minimal contact with the

attorney during the suspension period. Id. at 633. In Murphy v. Bd. of Prof’l Responsibility,

924 S.W.2d 643, 647 (Tenn. 1996), we discounted the “totally conclusory” testimony of

witnesses who said the attorney seeking readmission had “paid the price,” was remorseful, and

had rehabilitated himself.

The Panel was not persuaded that Mr. Culp carried his burden of proof by clear and

convincing evidence that he was morally qualified to resume practicing law. The Panel

viewed much of Mr. Culp’s witnesses’ testimony as conclusory and noted that many of the

witnesses had minimal contact with Mr. Culp. The Panel concluded:

The various witnesses called by Petitioner to testify as to his character and

moral qualifications, while all persons of apparent high character themselves,

were unable to testify with any degree of specificity as to the full nature of

Petitioner’s original crime for which he was suspended or to testify in any

detail as to Petitioner’s moral qualifications to practice law. The statements

by the witnesses on this issue were conclusory and very general and were

based on insufficient contact or involvement with Petitioner to speak to his

current character or moral qualifications. It was clear that Petitioner had never

revealed or disclosed to these witnesses the full details of the crime to which

he pleaded guilty. The Petitioner confided to most of these witnesses only that

he had been in jail or that he had made some bad decisions.

Witnesses must be “aware of the nature of the misconduct that resulted in

suspension,” and there must be a “sufficient degree of interaction between the witness and the

petitioning attorney so that the witness had a reasonable basis for his or her

opinion.” Milligan, 301 S.W.3d at 632. “Otherwise the witness’s testimony will carry little,

if any, weight.” Id. The Panel’s conclusion that several of Petitioner’s witnesses gave

conclusory testimony regarding his crime and did not express specific knowledge of his

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underlying crime is supported by substantial and material evidence and is not arbitrary and

capricious. Mr. Campbell did not know why Mr. Culp lost his law license. Mr. Askew, who

learned of Mr. Culp’s criminal trouble from the newspaper and from Mr. Culp’s mother, never

testified as to any specific knowledge of the underlying crime and did not apparently discuss

that in any detail with Mr. Culp. Mr. Greene testified that Mr. Culp “walked me through the

circumstances,” but Mr. Greene did not appear to have specific knowledge of the criminal

charges. Mr. Ingraham testified that he did not know the specifics of the crime and did not

make it his business to know such. Mr. Bradshaw testified he had not talked with Mr. Culp

about the criminal charges. Mr. Cole discussed the crime with Mr. Culp but not in “extreme

detail.”

Mr. Culp and his witnesses lacked the “sufficient degree of interaction” identified as

crucial in Milligan, 301 S.W.3d at 632. Mr. Thompson testified he had gotten together with

Mr. Culp three or four times for lunch and exchanged “numerous e-mail correspondences”

and “several telephone conversations.” Mr. Bradshaw met Mr. Culp for breakfast in Franklin,

but his testimony did not reflect that they communicated frequently. Mr. Bradshaw said he

communicated more with Mr. Culp’s ex-wife than with Mr. Culp. Mr. Cole did not have

significant contact with Mr. Culp after he returned to Nashville from prison. While other

witnesses stayed in more frequent contact with Mr. Culp, their testimony does not satisfy Mr.

Culp’s significant burden of proof. An attorney seeking readmission must do more than

present witnesses who testify the attorney “paid the price,” is rehabilitated, and is

remorseful. Murphy, 924 S.W.2d at 647. “The evidence necessary to demonstrate that one

is morally qualified to practice law in this state requires more than conclusory

statements. . . .” Hughes, 259 S.W.3d at 643.

While much of the witness testimony was conclusory, an even greater problem for the

Panel and the trial court was the issue of credibility. The Panel stressed that Mr. Culp’s

“testimony on the topic of his crime was elusive and incredible.” The Panel also determined

that Mr. Culp “still could not bring himself to admit . . . that he did what he was accused of

doing and what he pleaded guilty to doing.” The Panel reasoned that Mr. Culp had credibility

problems which prevented him from clearing the moral qualifications hurdle. The trial judge

agreed the Panel’s decision was supported by the record. Mr. Culp bears the burden of

showing by clear and convincing evidence that he had the moral qualifications necessary to

practice law. We agree with the Panel and the trial judge that Mr. Culp failed to present

sufficient proof by clear and convincing evidence that he had the moral qualifications

necessary for readmission.

The Panel also determined that Mr. Culp failed to meet his burden in showing that he

had the competence and learning in the law sufficient to warrant readmission. The Panel

found that none of Mr. Culp’s witnesses “were able to testify as to Petitioner’s current

competency and learning in the law.” The Panel stressed that only Mr. Culp provided

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testimony that he possessed the necessary learning in the law. Mr. Cole, Mr. Bradshaw and

Mr. Thompson all testified to Mr. Culp’s competency as an attorney before Mr. Culp’s

criminal activity. Mr. Throckmorton testified that Mr. Culp had done a “very good job” of

staying current with the law. This conclusory testimony is not nearly enough to satisfy Mr.

Culp’s burden of proof as to competency and learning in the law.

The Panel was critical of Mr. Culp’s compliance with the CLE requirements by taking

seventy hours of mediation training in 2010. The Panel referred to this as a “transparent

attempt to catch up on his CLE requirements in anticipation of filing the Petition on which

this hearing is based.” While we agree that Mr. Culp could have done much more to prove

his legal competency, we do not agree that extensive mediation courses should count against

any attorney. The Board focused on Mr. Culp’s decision not to take his CLE hours in areas

of law that he practiced before his unfortunate foray into the criminal justice

system. However, when questioned as to what areas of law he would practice if his license

was reinstated, Mr. Culp mentioned contract litigation, personal injury, estate work, and

mediation. He testified that mediation work appealed to him and that he “would be a very

good mediator.” There is nothing suspect about an attorney taking mediation training courses

to satisfy CLE requirements. However, Mr. Culp did not present any more evidence on the

issue of learning in the law and competency other than completing the requisite hours of

CLE. There is substantial and material evidence supporting the Panel’s decision that Mr. Culp

failed to prove by clear and convincing evidence that he had the requisite learning in the law

to be reinstated to the practice of law.

Mr. Culp also was required to establish by clear and convincing evidence that his

readmission to the practice of law would not be detrimental to the administration of

justice. We must determine what impact Mr. Culp’s reinstatement will have on the integrity

of and public trust in our system of jurisprudence. Hughes, 259 S.W.3d at 646-47. The

egregiousness of Mr. Culp’s crime cuts to the heart of the integrity of the legal system.

We find Hughes controlling. In Hughes, a criminal defense attorney with prior

disciplinary history attempted to bribe a witness in a criminal case. For this conduct, we

disbarred the attorney. After seven-and-one-half years, the attorney petitioned for

reinstatement. Fifteen witnesses, including several former and current judges, testified on

his behalf. Id. at 635. The hearing panel granted reinstatement. A trial court reversed and

denied reinstatement, finding that the attorney’s readmission would be detrimental to the

administration of justice. The attorney appealed and we affirmed the judgment of the trial

court, explaining that the “egregiousness of his conduct cannot be overstated.” Id. at 651.

The license to practice law is a privilege, not a right. Tenn. Sup. Ct. R. 9, § 3.1;

Murphy, 924 S.W.2d at 647. “The practice of law is a distinct privilege—the more serious

the abuse of that privilege, the more onerous the burden of atonement.” Hughes, 259 S.W.3d

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at 651. A sister jurisdiction denied reinstatement to a disbarred attorney convicted of

conspiracy to commit extortion, explaining: “His illegal activity circumvented the justice

system’s fairness and impartiality and injured the Bar’s reputation for

professionalism.” Stewart v. Miss. Bar, 5 So. 3d 344, 350 (Miss. 2008). An attorney has the

ethical responsibility to serve the administration of justice as a professional and as an officer

of the court. Mr. Culp seriously abused that privilege and flouted the Rules of Professional

Conduct by his egregious action. The fact he claimed he did not know his conduct was illegal

is—in the words of the Panel—“incredible.” This understandably presented a significant

credibility problem for Mr. Culp.

We denied reinstatement petitions in Hughes, Milligan, and Murphy. Although Mr.

Culp’s case is somewhat factually distinguishable, each of these cases involved egregious

conduct by an attorney that strikes at the heart of our system of justice. Mr. Culp engaged in

conduct threatening the very core of a legal system based on probity and honor. We have the

“ultimate duty” to regulate the legal profession and protect the integrity of the

profession. Hughes, 259 S.W.3d at 646-47.

Mr. Culp petitioned this Court for a second chance. Our rules allow attorneys who

have been suspended or disbarred to petition for reinstatement. This process indicates that

we recognize the possibility of redemption and second chances. Other jurisdictions have a

similar process. “[A] felony conviction is not tantamount to a death sentence regarding the

reinstatement of the license to practice law.” In re Reinstatement of Anderson, 51 P.3d 581,

583 (Okla. 2002). The Supreme Court of Mississippi conditionally granted a disbarred

attorney’s third petition for reinstatement even though the attorney had a felony conviction

for filing a false currency reporting form. See In re McGuire, 912 So. 2d 902 (Miss. 2005).

In conclusion, we hold that the decisions by the Panel and the trial court denying

reinstatement are not arbitrary and are supported by material and substantial evidence. Mr.

Culp failed to prove by clear and convincing evidence that he had the moral qualifications,

competency and learning in the law required for admission to practice law in Tennessee, and

that his readmission would not be detrimental to the integrity of the bar or the administration

of justice. Tenn. Sup. Ct. R. 9, § 19.3. In particular, the egregious nature of Mr. Culp’s

criminal offense and his credibility problems identified by the Panel and the reviewing trial

judge convince us that reinstatement is not warranted.

We affirm the judgment of the trial court affirming the Panel’s denial of Mr. Culp’s

petition for reinstatement. Costs are assessed to Walter Ray Culp, III, for which execution

may issue if necessary.

_________________________________

SHARON G. LEE, JUSTICE

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