Rutherford

Neighborhood Alliance
2031 Nelson Lane
Murfreesboro, TN 37129
615-896-9167

July 11, 2017

Teb Batey, Chairman
Rutherford County Ethics Committee
Historic Courthouse Room 102
Murfreesboro, TN 37130

Dear Mr. Chairman:

The Rutherford Neighborhood Alliance (RNA) promotes and supports fairness, accountability and
equity in local government through the study of the issues and citizen action. Two of our goals are
to seek accountability from elected and appointed officials and to promote ethical behavior by
elected and appointed officials.

Referencing the County Code of Ethics Section 5. Ethics Complaints. Questions and complaints
regarding violations of this Code of Ethics or of any violation of state law governing ethical conduct
should be directed to the chair of the Ethics Committee., this complaint is being made by the RNA, a
501c4 organization, chartered in 2002, against Roger Hudson, James Cope, Evan Cope, Nicholas
Christiansen, Blake Garner, Jeffrey Reed, and Josh McCreary, partners of the law firm Hudson, Reed
and McCreary, PLLC (formerly: Cope, Hudson, Reed and McCreary) (the Firm).

We first expressed concern about the County Legal Services Agreement involving the Firm in 2009.

It is important to gain a very clear understanding of who the Client was/is in this contract. When
we speak of Rutherford County (the County), the Client is actually the taxpayers. As we examined
the billings from the Firm, this relationship became almost a distant memory. It seems that
between the behavior of the attorneys, types of cases being billed for, and the nepotistic
relationships, the taxpayers were the last consideration.

The violations we believe have occurred are referenced in:
The Tennessee Code Annotated (TCA)
The Rutherford County Code of Ethics (RCCE)
The Tennessee Rules of Professional Conduct (TRPC)

After scrutinizing the County Legal Services Agreement, and all invoices submitted by the firm from
2010 through 2016, in just this one example, we believe the following two (2) violations have
occurred:
I. Personal interest of officers prohibited.
II. Soliciting Unlawful Compensation.
I. Personal interest of officers prohibited.

In May 2012, the firm invoiced the County for $10,030. This invoice was
detailed as time spent by six members of the firm discussing the contract they
were going to negotiate with the County.1

The following statutes from TCA requires Conflicts of Interests be disclosed and in a VERY public
way:
As per Tenn. Code Ann. 12-4-101
Personal interest of officers prohibited.
(b) It is unlawful for any officer, committee member, director, or other person whose
duty it is to vote for, let out, overlook, or in any manner to superintend any work or
any contract in which any municipal corporation, county, state, development district,
utility district, human resource agency, or other political subdivision created by statute
shall or may be interested, to be indirectly interested in any such contract unless the
officer publicly acknowledges such officer's interest. "Indirectly interested" means any
contract in which the officer is interested but not directly so, but includes contracts
where the officer is directly interested but is the sole supplier of goods or services in a
municipality or county.2

There is no documentation on such public disclosure being made by the County Employee/Lawyer
and the Firm. Had they adhered to this rule, one would expect to see evidence of conflicts, not just
in the case of the Legal Services Agreement, but every time an issue arose with any of the clients
listed on their website. See Exhibit A.

The TCA refers to indirect financial interest, in the above paragraph, and what we have at the
County is a direct financial interest between the County Employee Lawyer and the Firm in which he
is a partner.

1
Statement for Professional Services and associated documents accompany this letter.
2
LSA Section V. General Matters. G. No member of the governing body of Rutherford County, and no other
officer, employee or agent of the same who exercises any functions or responsibilities in connection with carrying
out of the activities and work to which this contract pertains, shall have any personal interest, direct or indirect, in
this agreement.

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II. Soliciting Unlawful Compensation

As per T.C.A. 39-16-104
Soliciting Unlawful Compensation
(a) A public servant commits an offense who requests a pecuniary benefit for the
performance of an official action knowing that the public servant was required to
perform that action without compensation or at a level of compensation lower than
that requested.

(b) Solicitation of unlawful compensation is a Class E felony.

At the time that the Legal Services Agreement was being created, James Cope was considered a
county employee and public servant. When he and the other partners in the Firm each billed for
time spent creating the Legal Services Agreement, was he not in violation of this Tennessee Code?

When referring to James Cope as a County Employee,
[Reference: Section II.B of the LSA states: For the services set forth in Section II (A)
above, the County Attorney shall be paid not less than Six Thousand and No/100 Dollars
($6,000.00) per month ($72,000.00 annually), plus any benefits typically granted
Rutherford County Employees based on the policies then in place (the Payment for
Services)]
the rules of imputed disqualification would apply to all partners in the Firm as per the Tennessee
Rules of Professional Conduct:

TRPC 1.10(a): While lawyers are associated in a firm, none of them shall knowingly
represent a client when any one of them practicing alone would be prohibited from
doing so by TRPCs 1.7, 1.9 or 2.2, unless the prohibition is based on a personal interest of
the prohibited lawyer and does not present a significant risk of materially limiting the
representation of the client by the remaining lawyers in the firm.

Because of the personal interest in the matter (the Legal Services Agreement) that James Cope
had, as the County Employee/Attorney, was this not a violation of Section 3 of the County Code of
Ethics, which states:
Section 3. Disclosure of personal interest in non-voting matters. An official or employee
who must exercise discretion relative to any matter other than casting a vote and who
has a personal interest in the matter that affects or that would lead a reasonable person
to infer that it affects the exercise of the discretion shall disclose, before the exercise of
the discretion when possible, the interest on the attached disclosure form and file the
disclosure form with the County Clerk. In addition, the official or employee may, to the
extent allowed by law, recuse himself or herself from the exercise of discretion in the
matter.

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 TRPC RULE 1.7: CONFLICT OF INTEREST: CURRENT CLIENTS

Personal Interest Conflicts [10] The lawyers own interests should not be permitted to
have an adverse effect on representation of a client. For example, if the probity of a
lawyers own conduct in a transaction is in serious question, it may be difficult or
impossible for the lawyer to give a client objective advice. Similarly, when a lawyer has
discussions concerning possible employment with an opponent of the lawyers client, or
with a law firm representing the opponent, such discussions could materially limit the
lawyers representation of the client. In addition, a lawyer may not allow related
business interests to affect representation, for example, by referring clients to an
enterprise in which the lawyer has an undisclosed financial interest. See TRPC 1.8 for
specific rules pertaining to a number of personal interest conflicts, including business
transactions with clients. See also TRPC 1.10 (personal interest conflicts under TRPC 1.7
ordinarily are not imputed to other lawyers in a law firm).

When the Firm constructed their own Legal Services Agreement, did they not fail to conform to this
rule by not having an outside, uninterested firm examine it?
The very first sentence of TRPC Rule 1.7, section 10 states: The lawyers own interests should not
be permitted to have an adverse effect on the representation of a client.
Did James Cope not exercise a personal interest when he used his employment with the County as a
means of enriching himself via his law firm?

The idea that the Firm would charge taxpayers to create a document that they designed to protect
and enrich themselves, shows it had a personal interest.

Additionally, under
TRPC RULE 1.10: IMPUTATION OF CONFLICTS OF INTEREST: GENERAL RULE (a)While
lawyers are associated in a firm, none of them shall knowingly represent a client when
any one of them practicing alone would be prohibited from doing so by TRPCs 1.7, 1.9
or 2.2, unless the prohibition is based on a personal interest of the prohibited lawyer
and does not present a significant risk of materially limiting the representation of the
client by the remaining lawyers in the firm.

Would it not be reasonable to expect that because the Firms client list (Exhibit A) includes so many
public utilities and developers, etc. that it would be necessary for the firm, and any individual
partner in the firm, to recuse itself from representing the County because of conflicts?

The attached Exhibit A is a copy of a page from the Firms website documenting who some of their
clients are. When the list contains public utility providers, and private developers would it not
stand to reason that those clients would naturally benefit from this shared representation?

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Rutherford County Code of Ethics
Section 4. Acceptance of gifts and other things of value. An official or employee, or an
officials or employees spouse or child living in the same household, may not accept,
directly or indirectly, any gift, money, gratuity, or other consideration or favor of any
kind from anyone other than the County:
(1) For the performance of an act, or refraining from performance of an act, that he
would be expected to perform, or refrain from performing, in the regular course of his
duties; or
(2) That a reasonable person would understand was intended to influence the vote,
official action, or judgment of the official or employee in executing County business.

The way that the Firm is being compensated, in which the Firm submits billing, and subsequently
carves out the County Employee/Lawyers monthly salary is gratuitous in nature. In other words,
to a reasonable person, this indicates that the County has a motivation for incurring a minimum of
$6000 per month, in order to pay that salary. Human nature would encourage them to find billings
in excess of $6000/month, just to substantiate the entire arrangement.

Could a reasonable person possibly believe that a County Employee/Lawyer who is related to the
Firm in any way shape or form, by blood (as James Cope and Evan Cope are) or incorporation,
would not exchange information back and forth between County and Firm? In other words: gifting,
as per RCCE Section 4 above, information and work to benefit the Firm as per TRPC 1.7 (11)
which states:

TPRC 1.7(11): When lawyers representing different clients in the same matter, or in
substantially related matters, are closely related by blood or marriage, there may be a
significant risk that client confidences will be revealed and that the lawyers family
relationship will interfere with both loyalty and independent professional judgment.

Per the definition of Self-Dealing from www.legal-dictionary.thefreedictionary.com: The conduct
of a trustee, an attorney, or other fiduciary that consists of taking advantage of his or her position in a
transaction and acting for his or her own interests rather than for the interests of the beneficiaries of
the trust or the interests of his or her clients.

If Mr. Cope was a public servant by employment with the County, and had a fiduciary responsibility
to the taxpayers to act in their best interest, was he not in violation of his responsibility when he
gave the job of creating the legal services agreement to his own firm, and thereby enriched himself?

Did that same fiduciary responsibility continue with Copes replacement after his license was
suspended and he was replaced by another partner in the Firm?

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Would it not have been more reasonable to have engaged another firm, under a flat consulting fee,
for the creation of the Legal Services Agreement arrangement? Would this not have eliminated the
slightest indication that the Firm would have any other direct financial involvement with the
County?

So blatant is the direct financial interest that the Firm, in the LSA, grants themselves an annual raise
in Section V. J. despite the fact that, generally speaking, no other business owner or employee in the
private sector has such a guarantee that their incomes will increase.

It is for all the above concerns that we are respectfully requesting a formal investigation be
conducted into these possible violations and, if such violations are found to have occurred, that
appropriate action be taken.

Respectfully,

Susan V. Allen, President

Rutherford Neighborhood Alliance

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 EXHIBIT A

http://www.mborolaw.com/about-us