In the Matter of Susan Michele Brown

319 Ga. 465
FINAL COPY

S23Y1211. IN THE MATTER OF SUSAN MICHELE BROWN.

PER CURIAM.

This disciplinary matter is before the Court on the petition for

voluntary discipline filed by Respondent Susan Brown (State Bar

No. 090043) before the issuance of a formal complaint. See Bar Rule

4-227 (b). In the petition, Brown, who has been a member of the

State Bar of Georgia since 1997, admits that she “may have” violated

Rules 1.15 (I) (c) and 1.15 (II) (b) of the Georgia Rules of Professional

Conduct (“GRPC”) while serving as the successor trustee of a South

Carolina trust—even though the Bar acknowledges that she was

acting only in a fiduciary capacity, and not as a lawyer, at the time.1

1 Brown admits that she “was not acting as an attorney in her capacity

as the successor trustee,” but that she was acting as a “fiduciary, and that as
such, her conduct may be a violation of” Rules 1.15 (I) (c) and 1.15 (II) (b). Pet.
Voluntary Discipline at 6. Brown is willing to accept discipline up to and
including a suspension of between one to six months if her conduct did violate
Rules 1.15 (I) (c) and 1.15 (II) (b). Id. at 7, 10.
The Bar asserts that Brown violated Rules 1.15 (I) (c) and 1.15 (II)

(b) and requests a suspension of between three and six months.

We ultimately conclude that Brown’s conduct did not violate

Rule 1.15 (I) (c) or 1.15 (II) (b). As we explain below, the text of Rules

1.15 (I) (c) and 1.15 (II) (b) does not clearly indicate whether these

Rules apply to lawyers when they are acting as fiduciaries not in

connection with the legal representation of a client or otherwise in

the practice of law. Even after applying rules of statutory

construction, either reading of Rules 1.15 (I) (c) and 1.15 (II) (b)—

that they do, or do not, apply to lawyers acting as fiduciaries but

who are not engaged in legal representation of a client or in the

practice of law—is plausible. However, applying these Rules to

lawyers when they are not practicing law would raise serious

constitutional concerns, which we set out below. As a result, under

the canon of constitutional doubt, we interpret Rules 1.15 (I) (c) and

1.15 (II) (b) such that they do not apply to lawyers when they are

acting as fiduciaries not in connection with the legal representation

of a client or otherwise in the practice of law. Because Brown’s

2
conduct at issue in this matter falls outside our interpretation of

Rules 1.15 (I) (c) and 1.15 (II) (b), we conclude that Brown’s conduct

did not violate those Rules. We therefore reject her petition for

voluntary discipline.

1. Admitted Facts

In her petition, Brown explains that M. B. J. is a beneficiary of

two trusts: one created in 2014 by M. B. J.’s father’s Last Will and

Testament (“Trust under Will”) and one created in 1999 by her

father’s Irrevocable Trust (“MBJ Trust”) (collectively, “Trusts”).

Both Trusts were created under the laws of South Carolina, and J.

J. W. (M. B. J.’s sister) was a successor trustee for both Trusts prior

to Brown taking over that role. Brown did not draft the will or either

of the Trusts and did not serve as a lawyer for the Trusts, the

trustee, or any beneficiary in prior litigation undertaken to revise

the terms of the Trusts so that an individual could serve as a

successor trustee. In 2018, M. B. J. expressed concern about J. J.

W.’s handling of the Trusts and requested that J. J. W. resign as the

trustee over M. B. J.’s two Trusts. At that point, Brown was

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contacted and asked if she would consider acting as successor

trustee for the Trusts, and she agreed to do so for a fee and in her

“individual capacity,” rather than as a lawyer as she was not

licensed to practice law in South Carolina.2 J. J. W. agreed to those

terms and filed, through her counsel, a motion to appoint Brown as

successor trustee. On September 24, 2018, the court granted the

motion.

Brown promptly established separate Trust banking accounts

to receive the Trusts’ financial assets. J. J. W. transferred funds into

these respective accounts both initially and as other non-cash assets

were sold. During Brown’s term as trustee, she disbursed funds for

the benefit of M. B. J. as permitted under the Trusts (i.e., rent,

allowance, medical treatment, utilities, debts, vehicle, etc.); made

disbursements directly to third-party vendors or by cash, check or

wire transfer into M. B. J.’s personal bank accounts, as M. B. J.

requested; and made investments as permitted under the terms of

2 It is undisputed that Brown is not licensed to practice law in South

Carolina, and nothing in the Bar’s filings in this case claims that Brown was
engaged in the unauthorized practice of law in South Carolina.

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the Trusts, including the purchase and sale of securities and real

property. Brown asserts that the purchase and sale of real estate

was done with M. B. J.’s knowledge; was consistent with the prior

trustee’s investment strategy; and was permitted under the terms

of the Trusts.

Brown discussed with M. B. J. and the person then holding M.

B. J.’s power of attorney their interest in pursuing opportunities for

investments in the Bahamas and U.S. Virgin Islands (“USVI”).

Brown’s daughter, who lived in the USVI, presented an opportunity

for her to purchase a house that had sustained hurricane damage

for a reduced price. Brown, who contends that the Trust

Instruments allowed for debt as an investment vehicle, investigated

the property and believed that a loan would be a sound investment

for the Trusts given the then-existing interest rates. According to

Brown, the terms of the Trusts allowed for loans and contained no

prohibitions as to the relationship between the borrower and the

trustee. Brown obtained a promissory note for the Trust’s benefit

with an interest rate of 10 percent for a principal sum of $179,000—

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though she later realized that the promissory note did not state the

correct amount of the debt, which she says should have been

$188,900—and had the funds transferred via wire directly to the

closing attorney for her daughter’s purchase of the property in the

USVI.3 She asserts that the error was unintentional but admits that

because of the mistake, she had not secured the distributions from

the Trust with a note that accurately reflected the terms of the loan.

Several months later, after differences arose between J. J. W.,

M. B. J., and a third sister, J. J. W. filed a petition to alter, amend,

or remove Brown as successor trustee of the Trusts and a hearing

was set for November 7, 2019. In response, Brown voluntarily filed

an affidavit of resignation, which the South Carolina probate court

accepted. Brown contends that she was released from attending the

hearing, which she was told would be cancelled in any event. But J.

J. W.’s counsel went forward with the hearing and, as a result, an

order was entered, which barred Brown from having any further

3 Brown says that she made this realization when she began preparing a

“response to the Bar.”

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access to the Trusts’ accounts; appointed a new Special Trustee; and

directed that Brown provide a full accounting by November 21, 2019.

Brown asserts that she could not complete the accounting in that

short of a time frame, partly because she had been locked out of the

Trusts’ electronic accounts and retained no paper records of those

accounts and partly because of her own health issues and those of

her ailing mother. Therefore, she obtained an extension through

January 15, 2020, but she also missed that deadline because of what

she characterizes as a “distress[ed]” emotional state related to

health concerns, and also because she was missing some of the

financial records she had requested but had not yet received. At a

February 27, 2020 hearing in the South Carolina probate court,

Brown was held in contempt but given another 30 days in which to

provide the full accounting. To help her prepare the full accounting,

Brown hired her own South Carolina counsel, “secured at her own

expense.” Brown provided the full accounting in April 2020, with the

assistance of her South Carolina counsel, and she asserts that her

final accounting has not been challenged.

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According to Brown, the promissory note related to the USVI

property did not come due prior to Brown’s withdrawal as successor

trustee, and the Special Trustee made no effort to enforce the note.

Nevertheless, after discussion with the newly-appointed Special

Trustee, a mortgage was obtained on Brown’s daughter’s USVI

property and the funds were sent to Brown’s South Carolina counsel

to hold pending a written agreement with the Trust. No further

action was taken in the South Carolina probate court matter, and

the parties have since entered into a written, confidential settlement

agreement resolving all issues, including compliance with the

probate court’s November 7, 2019 and February 27, 2020 orders, as

well as responsibility for attorney fees. Brown asserts that, as part

of the settlement agreement, the Trusts have been fully restored as

to the USVI transaction; that she has satisfied all obligations under

the settlement agreement; and that the probate matter in the South

Carolina court has been dismissed with prejudice.

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2. The Parties’ Positions as to the Alleged Rule Violations

(a) The State Bar’s position.

The Bar concedes that Brown was not practicing law or

otherwise acting in her capacity as a lawyer during her service as

the successor trustee to the Trusts. It nevertheless asserts that, as

a trustee, Brown was acting as a fiduciary and that she is therefore

subject to the disciplinary jurisdiction of the State Bar for acts

undertaken in that capacity—even if she was not engaged in the

practice of law. It thus contends that Brown has violated Rules 1.15

(I) (c)4 and 1.15 (II) (b).5

4 Rule 1.15 (I) (c) says:

Upon receiving funds or other property in which a client or
third person has an interest, a lawyer shall promptly notify the
client or third person. Except as stated in this Rule or otherwise
permitted by law or by agreement with the client, a lawyer shall
promptly deliver to the client or third person any funds or other
property that the client or third person is entitled to receive and,
upon request by the client or third person, shall promptly render a
full accounting regarding such property.”
5 Rule 1.15 (II) (b) says:

No personal funds shall ever be deposited in a lawyer’s trust
account, except that unearned lawyer’s fees may be so held until
the same are earned. Sufficient personal funds of the lawyer may
be kept in the trust account to cover maintenance fees such as
service charges on the account. Records on such trust accounts

9
The Bar reasons that, while some of the GRPC expressly

regulate a lawyer’s conduct only while the lawyer is practicing law

or in connection with a representation, see, e.g., Rule 1.15 (I) (a)6 and

(d),7 others, including Rules 1.15 (I) (c) and 1.15 (II) (a)8 and (b),

shall be so kept and maintained as to reflect at all times the exact
balance held for each client or third person. No funds shall be
withdrawn from such trust accounts for the personal use of the
lawyer maintaining the account except earned lawyer’s fees
debited against the account of a specific client and recorded as
such.”
6 Rule 1.15 (I) (a) says:

A lawyer shall hold funds or other property of clients or third
persons that are in a lawyer’s possession in connection with a
representation separate from the lawyer’s own funds or other
property. Funds shall be kept in one or more separate accounts
maintained in an approved institution as defined by Rule 1.15 (III)
(c) (1). Other property shall be identified as such and appropriately
safeguarded. Complete records of such account funds and other
property shall be kept by the lawyer and shall be preserved for a
period of six years after termination of the representation.”
7 Rule 1.15 (I) (d) says:

When in the course of representation a lawyer is in possession of
funds or other property in which both the lawyer and a client or
third person claim interest, the property shall be kept separate by
the lawyer until there is an accounting and severance of their
interests. If a dispute arises concerning their respective interests,
the portion in dispute shall be kept separate by the lawyer until
the dispute is resolved. The lawyer shall promptly distribute all
portions of the funds or property as to which the interests are not
in dispute.”
8 Rule 1.15 (II) (a) says:

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apply to a lawyer’s conduct outside of a legal representation of a

client and regardless of whether the lawyer is engaged in the

practice of law. Specifically, with respect to Rule 1.15 (I) (c)—which

the Bar says applies to lawyers who receive “funds or other property

in which a client or third person has an interest,” regardless of

whether the receipt was in connection with a legal representation or

in connection with the practice of law—the Bar contends that Rule

imposed upon Brown a duty to maintain complete records of the

fiduciary funds in her possession and to promptly render an

accounting of trust property upon request—neither of which she did,

despite being given multiple extensions by the South Carolina court

to do so. The Bar’s view of Rule 1.15 (II) (a) is similarly expansive: it

contends that the Rule requires lawyers, like Brown, “who receive[ ]

Every lawyer who practices law in Georgia, whether said lawyer
practices as a sole practitioner, or as a member of a firm,
association, or professional corporation, and who receives money
or property on behalf of a client or in any other fiduciary capacity,
shall maintain or have available one or more trust accounts as
required by these Rules. All funds held by a lawyer for a client and
all funds held by a lawyer in any other fiduciary capacity shall be
deposited in and administered from a trust account.”

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money or property on behalf of a client or in any other fiduciary

capacity,” to deposit and administer such funds from a trust account

(although not necessarily an IOLTA).9 See Rule 1.15 (II) (a)

(emphasis added). Noting that Brown, in fact, maintained multiple

trust accounts for the purpose of holding the fiduciary funds she

received, the Bar contends that, because the fiduciary funds were

held in trust accounts, Brown was required to comply with the other

obligations set out in Rule 1.15 (II) as to those accounts. The Bar

then argues that, in this case, Brown violated Rule 1.15 (II) (b)—

which provides, in relevant part, that “[n]o funds shall be withdrawn

from [the] trust accounts [referenced in Rule 1.15 (II) (a)] for the

personal use of the lawyer maintaining the account except earned

lawyer’s fees debited against the account of a specific client and

recorded as such”—when she made Trust assets in her possession

available to a family member by providing a loan to her daughter for

9 Brown is not charged with a Rule 1.15 (II) (a) violation, but the Bar

points to that Rule as context for interpreting Rule 1.15 (II) (b). Bar Supp. Br.
at 2, 5 n.5.

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the purchase of real property.10 The Bar further contends that

Brown failed to protect the Trusts’ assets by failing to properly

secure the debt.

(b) Brown’s position.

Brown admits that she was acting as a fiduciary with regard to

the Trusts, and that, if the Rules allow for disciplining lawyers who

are not engaged in the practice of law and if this Court views her

conduct as the Bar does, her conduct may amount to a violation of

Rules 1.15 (I) (c) and 1.15 (II) (b).11 Brown asserts, however, that the

10 We note that the GRPC do not provide a definition for the term
“personal use,” that the Bar offers none, and that no evidence was presented
on this point because this matter has been presented to this Court by way of
voluntary petition. Cf. In the Matter of Palazzola, 310 Ga. 634, 646-647 (853
SE2d 99) (2020) (noting that in construing Rule 8.4 (a) (4), this Court had not
“set forth a clear construction of the term ‘professional conduct’ as used in [the
Rule], in general or in the particular context of law firm management”).
11 More specifically, with regard to the alleged violation of Rule 1.15 (I)

(c), Brown acknowledges the Bar’s position that her delay in providing an
accounting violated the Rule, but contends that, while there was a delay, she
eventually did provide an accounting in April 2020 and no one has raised any
issues as to that accounting. With regard to the alleged violation of Rule 1.15
(II) (b), she asserts that no funds from the Trusts were ever commingled in her
IOLTA/Trust Account because she properly established and maintained
separate trust accounts for each of M. B. J.’s Trusts at a reputable financial
institution and held those accounts separate and apart from her own
IOLTA/Trust account. Nevertheless, she admits that she used assets of the
MBJ Trust to provide a loan to her daughter for the purchase of real property

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Bar’s position that her conduct violates the Rules is anchored in Rule

1.15 (II) (a)’s language purporting to extend that Rule’s application

to any lawyer who holds funds or other property “in any other

fiduciary capacity,” and she notes that there is no authority

interpreting that phrase as used in the Rule. Among other

arguments, Brown asserts that the Bar’s expansive interpretation is

inconsistent with the plain and ordinary meaning of the text

contained in Rules 1.15 (I) and (II); does not give members of the Bar

notice of such broad implications; and “creates ambiguity when

viewed in context of the inherent authority of this Court to govern

the practice of law.” She contends that the plain and ordinary

meaning of these two Rules, especially when viewed in context,

reveals that the more reasonable interpretation is that the Rules are

limited to conduct involving the practice of law and do not reach a

(as was allowed by the Trust documents); that she unintentionally secured the
loan with a note that did not sufficiently cover the loan amount; and that she,
therefore, technically failed to protect the Trusts’ assets. Brown asserts that,
if the types of trust accounts referenced in Rule 1.15 (II) (b) encompass M. B.
J.’s Trusts (as opposed to only IOLTA trust accounts) and if the loan to her
daughter constitutes “personal use” of Trust funds under the facts of this
case—then she “admits her conduct did not conform with” Rule 1.15 (II) (b).

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lawyer’s private conduct simply because the lawyer is a member of

the State Bar of Georgia.

3. Analysis

In construing the Georgia Rules of Professional Conduct, we

first look to the text of the relevant Rules, which we construe

“‘according to the principles that [ ] ordinarily apply in the

interpretation of legal text.’” In the Matter of Mignott, 317 Ga. 764,

766 (893 SE2d 891) (2023) (quoting In the Matter of Palazzola, 310

Ga. 634, 649-650 (853 SE2d 99) (2020) (Peterson, J., concurring

specially)). “[W]e must afford the statutory text its plain and

ordinary meaning, we must view the statutory text in the context in

which it appears, and we must read the statutory text in its most

natural and reasonable way, as an ordinary speaker of the English

language would.” Deal v. Coleman, 294 Ga. 170, 172-173 (751 SE2d

337) (2013) (cleaned up). But when the language “is not obvious on

its face,” we should employ other “tools of construction” to interpret

it and resolve its meaning. See City of Guyton v. Barrow, 305 Ga.

799, 803-805 (828 SE2d 366) (2019) (noting that the principles of

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interpretation discussed and applied in Deal “apply to all positive

legal rules” and applying them to agency regulations).

(a) One reading of the text of Rules 1.15 (I) (c) and 1.15 (II) (b)

suggests that its scope is so broad that it could apply to a lawyer

acting as a fiduciary outside of a legal representation of a client or

otherwise outside the practice of law.

With these principles in mind, we begin by observing

important context about the Rules at issue here: Rules 1.15 (I), 1.15

(II), and 1.15 (III) set out a lawyer’s duties and obligations in

maintaining, accounting for, resolving conflicts as to, and

distributing funds and other property that come in her possession.

Rule 1.15 (I) speaks generally about a lawyer’s duties and

obligations when she comes into possession of funds or other

property in which her client or a third person may have an interest,

while Rule 1.15 (II) specifies that a lawyer who receives money or

property on behalf of a client or in a fiduciary capacity must

maintain a specific type of trust account, hold the funds and other

property separate from his own funds, and administer the funds or

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property from the trust account. Finally, Rule 1.15 (III) sets out

more specific rules for a lawyer’s trust account, including various

record-keeping requirements.

With regard to the specific Rules at issue in this case, we turn

first to the text of Rule 1.15 (I) (c), which provides that:

Upon receiving funds or other property in which a client
or third person has an interest, a lawyer shall promptly
notify the client or third person. Except as stated in this
rule or otherwise permitted by law or by agreement with
the client, a lawyer shall promptly deliver to the client or
third person any funds or other property that the client or
third person is entitled to receive and, upon request by
the client or third person, shall promptly render a full
accounting regarding such property.

Viewed in isolation, the text of Rule 1.15 (I) (c)—which seems

to apply generally to “lawyers” who have “receiv[ed] funds or other

property” and contains no express limitation on its application to

“lawyers”—does not appear to require that funds be obtained in

connection with a legal representation of a client or in the practice

of law for a lawyer’s conduct to be covered by this Rule. That view is

supported by the repeated references to a lawyer’s duties in relation

to a “client or third person”; although the first part of that phrase

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(which references a “client”) suggests that the Rule may apply only

to lawyers acting within the scope of a legal representation of a

client, the second part of that phrase (“or third person”) arguably

expands the scope of the Rule and suggests that it may apply even

apart from an attorney-client relationship or other legal

representation of a client.12 Also lending support for such a reading

is the fact that other subsections of Rule 1.15 (I) include language

expressly limiting their application to actions taken in connection

with a representation,13 whereas subsection (c) contains no such

limiting language. Applying the canon of statutory interpretation

known as expressio unius est exclusio alterius (the expression of one

thing implies the exclusion of others), the omission of such limiting

language in subsection (c) would support the view that subsection

12 Moreover, Comment 1 to Rule 1.15 (I), which provides that “[a] lawyer

should hold property of others with the care required of a professional
fiduciary,” arguably could be viewed as elevating the role of a lawyer-fiduciary
so as to implicate the GRPC, even when a lawyer is not practicing law.
13 See, e.g., Rule 1.15 (I) (a) (“[a] lawyer shall hold funds or other property

of clients or third persons that are in a lawyer’s possession in connection with
a representation . . .”); 1.15 (I) (d) (“When in the course of representation a
lawyer is in possession of funds or other property . . .”) (emphasis added).

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(c) applies to lawyer conduct even outside the scope of the attorney-

client relationship in a variety of circumstances—including perhaps

to a lawyer’s participation in community activities.14

Turning to Rule 1.15 (II) (b), we note the relevant context that

Rule 1.15 (II) generally provides additional detail on a lawyer’s

duties related to safeguarding certain funds or other property that

come into her possession. The Rule mandates establishing a specific

14 Brown contends that the Bar’s expansive interpretation of Rules 1.15

(I) (c) and 1.15 (II) (b) would subject to this Court’s disciplinary authority
lawyer-fiduciaries “who have never practiced law but are members of the Bar,
and who are employed in some fiduciary capacity, be it with a financial
institution[ ]” or “brokerage and investment advisors.” Brown Supp. Br. at 4
n.3. But the logical implications of the Bar’s interpretation extend much
further. For example, it would appear to subject to this Court’s disciplinary
authority the conduct of a parent (who is a lawyer) who serves as the volunteer
treasurer of her child’s sports team (and thus as a fiduciary) and collects funds
from team members to pay the team’s expenses. For another, consider a grown
child (who is a lawyer) who serves as the trustee of his or her parent’s trust
(and thus as a fiduciary). The lawyer’s conduct as trustee would fall within the
Bar’s disciplinary jurisdiction under the Bar’s interpretation of Rules 1.15 (I)
(c) and 1.15 (II) (b), even if he or she were not practicing law and were not
engaged in a legal representation of a client. And all manner of a lawyer’s non-
legal financial dealings outside the practice of law could seemingly fall within
the Bar’s purported disciplinary jurisdiction under its interpretation of Rules
1.15 (I) (c) and 1.15 (II) (b): a lawyer’s side-hustle flipping houses; her hobby of
selling baseball cards on an e-commerce platform; or her community
involvement on charitable boards. All of a lawyer’s conduct outside the practice
of law and outside a legal representation of a client that puts her in a fiduciary
position with the money of another could subject her to the Bar’s disciplinary
jurisdiction under its expansive interpretation of Rules 1.15 (I) (c) and 1.15 (II)
(b).
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type of trust account from which a lawyer should administer the

identified funds, dictates certain recordkeeping requirements, and

sets out rules prohibiting commingling a lawyer’s personal funds

with other funds in her possession and prohibiting the lawyer’s

withdrawal of those funds for her own personal use (with some

exceptions).

With that overview, we turn to the text of the specific

subsections of Rule 1.15 (II) at issue in this case. Brown is charged

with a violation of Rule 1.15 (II) (b), but because subsection (b) builds

on subsection (a), we examine the text of both. Rule 1.15 (II) (a)

provides that:

Every lawyer who practices law in Georgia, whether said
lawyer practices as a sole practitioner, or as a member of
a firm, association, or professional corporation, and who
receives money or property on behalf of a client or in any
other fiduciary capacity, shall maintain or have available
one or more trust accounts as required by these rules. All
funds held by a lawyer for a client and all funds held by a
lawyer in any other fiduciary capacity shall be deposited
in and administered from a trust account.

And Rule 1.15 (II) (b) provides that:

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No personal funds shall ever be deposited in a lawyer’s
trust account, except that unearned attorney’s fees may
be so held until the same are earned. Sufficient personal
funds of the lawyer may be kept in the trust account to
cover maintenance fees such as service charges on the
account. Records on such trust accounts shall be so kept
and maintained as to reflect at all times the exact balance
held for each client or third person. No funds shall be
withdrawn from such trust accounts for the personal use
of the lawyer maintaining the account except earned
lawyer’s fees debited against the account of a specific
client and recorded as such.

By its plain terms, subsection (a) broadly applies to lawyers

“who practice[ ] law in Georgia,” but it does not make clear by its

express terms whether it applies only to funds or property obtained

by a lawyer in the course of a legal representation of a client. Insofar

as the subsection references a lawyer receiving money or property

or holding funds “on behalf of a client,” the text suggests that receipt

of the money is related to the practice of law. But the subsection also

references lawyers who receive money or property or hold funds “in

any other fiduciary capacity,” which—at least on its face—is so

capacious that it could expand the scope of the Rule such that it

covers lawyer conduct outside the practice of law. Similarly,

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subsection (b) speaks broadly and contains no express language

specifying whether its application is limited to trust accounts

containing funds obtained by a lawyer in the course of a legal

representation of a client.

In sum, Rule 1.15 (I) (c) could reasonably be read to apply to

any lawyer who receives funds outside the scope of a legal

representation of a client or outside the practice of law because Rule

1.15 (I) (c) seems to apply generally to “lawyers” who have

“receiv[ed] funds or other property” and contains no express

limitation on its application to “lawyers.” And Rule 1.15 (II) (b) could

reasonably be read as applying to any lawyer who obtains funds on

behalf of another and acts as a fiduciary for those funds, regardless

of whether the lawyer obtained the funds in the course of the legal

representation of a client or as the result of the practice of law.

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(b) Another reading of the text of Rules 1.15 (I) (c) and 1.15 (II)

(b) is plausible, and that reading would not apply those Rules to a

lawyer acting as a fiduciary outside the representation of a client or

otherwise outside the practice of law.

But there is a second plausible interpretation of Rules 1.15 (I)

(c) and (II) (b): that Rules 1.15 (I) (c) and 1.15 (II) (b) apply only when

the lawyer conduct at issue involves a legal representation of a client

or otherwise involves the practice of law. Turning back to Rule 1.15

(I) (c), this alternative interpretation is supported by text that

repeatedly references a “client,” thus suggesting that the Rule’s

application is limited to the context of a lawyer’s legal

representation of a client. And the subsection’s reference to a “third

person” does not defeat that interpretation, because the term “third

person” supports the reasonable inference that the duties and

obligations established by the subsection are owed only within the

context of a legal representation of a client. Using the term “third

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person”15—as opposed to, for example, the term “any other person”—

necessarily contemplates the existence of at least two other people

as the “principals” in the relationship or transaction—which, in the

context of Rule 1.15 (I) (c), would be the lawyer and client, such that

the scope of the Rule would be limited to situations where a lawyer

comes into possession of funds or other property as the result of a

legal representation of a client or the practice of law. Comment 3 to

Rule 1.15 (I) adds additional support to this understanding of the

Rule’s scope in that it states, in relevant part, that “[t]hird parties,

such as a client’s creditors, may have just claims against funds or

other property in a lawyer’s custody.” (Emphasis added.)

This narrower reading of subsection (c) is further supported by

the in pari materia canon of statutory interpretation, which provides

that statutes relating to the same subject matter, including

subsections therein, should be construed together and harmonized

whenever possible. See, e.g., In the Interest of T. B., 313 Ga. 846, 853

15 See Third Party, American Heritage Dictionary of the English
Language (4th ed. 2000) (defining “third party” as “[o]ne other than the
principals involved in a transaction”).

24
(874 SE2d 101) (2022); Land USA, LLC v. Ga. Power Co., 297 Ga.

237, 241 (773 SE2d 236) (2015). Here, as noted above, Rule 1.15 (I)

generally establishes a lawyer’s duties and obligations when she

comes into possession of funds and other property of clients and

third persons. Applying that canon and construing all of the

subsections of Rule 1.15 (I) together in harmony suggests that they

establish a lawyer’s duties and obligations only as to funds or other

property that come into a lawyer’s possession as the result of the

practice of law or in the course of a legal representation of a client.

This is so because subsection (a) specifically limits its scope to funds

or other property that are in the lawyer’s possession in connection

with a representation and requires that the funds or other property

be held separate from the lawyer’s own funds or property in a

separate account at an approved institution; that the other property

be appropriately safeguarded; and that proper records be

maintained for six years after termination of the representation. See

Rule 1.15 (I) (a). And, although subsection (b) does not contain an

explicit limitation to actions undertaken in connection with a

25
representation, the prohibitions set out there build on the duties

identified in subsection (a), and the use of legal terminology and

reference to legal judgments and agreements in paragraphs (2) (i)-

(iii) of subsection (b)—which preclude a lawyer from disregarding a

third person’s interest in funds or property where that interest is

known to the lawyer and arose as the result of some legal

proceeding, judgment, or agreement—seems to suggest that its

obligations are limited to actions undertaken in connection with a

representation. See Rule 1.15 (I) (b). Moreover, subsection (d)

expressly limits its application to funds obtained “in the course of

representation” and further builds on the lawyer’s duties identified

in subsection (a), specifying how to resolve disputes regarding the

interests claimed by the client, the attorney, and the third person.

See Rule 1.15 (I) (d). And, the duties set out in subsection (c) could

also be seen as relating back to the funds described in subsection (a)

in that subsection (c) builds on the lawyer’s obligations as to such

funds and property, imposing duties to notify, to distribute

appropriately, and to provide an accounting upon request. See Rule

26
1.15 (I) (c). In short, when construed together and viewed in context,

subsections (b) through (d) build on a lawyer’s duties and

responsibilities generally described in subsection (a) and could be

viewed as constrained by the language of subsection (a) that is

reasonably read as limiting the Rule to lawyers acting in the course

of their legal representation of clients. This narrower view of the

Rule is not only reasonable as a matter of textual construction, but

also strikes a balance between protecting the public from

unscrupulous individuals engaged in the practice of law16 and not

imposing unnecessary burdens on lawyers in other areas of their

lives. Cf. In the Matter of Palazzola, 310 Ga. at 646 (emphasizing

that the term “professional conduct” contained in GRPC 8.4 (a) (4)

“is not so capacious as to encompass everything a lawyer does in the

management of a law office (or for that matter, in life)” (emphasis in

original)).

16 Because the Bar concedes that Brown was not practicing law when

engaged in the conduct at issue, our explanation of this narrower view of Rule
1.15 (I) (c) necessarily does not speak to that Rule’s potential application to a
lawyer who receives funds of third persons in connection with a representation
of a client or in the practice of law.

27
We observe a similarly reasonable interpretation of Rule 1.15

(II) (b). In particular, as with Rule 1.15 (I) (c), the repeated

references to “clients” and “third persons” in Rule 1.15 (II) (b)

(which, as noted above, presupposes an existing relationship

between lawyer and client principals), can plausibly be read to limit

its application to trust funds involving funds received by a lawyer in

connection with the practice of law.

In addition to the above analysis of the text and context of

Rules 1.15 (I) (c) and 1.15 (II) (b), we note that Rules 1.15 (I), 1.15

(II), and 1.15 (III) fall under Part One of the GRPC, which is titled

“Client-Lawyer Relationship.” The categorization of the Rules at

issue here, while not necessarily dispositive, offers additional

context as to the kind of relationship that forms the framework for

application of the rules that follow. Similarly, Bar Rule 4-102 [13]

provides that “[the GRPC] are rules of reason. They should be

interpreted with reference to the purposes of legal representation

and of the law itself.” That paragraph’s focus on the dual purposes

of “the law” and on a lawyer’s representations of clients also suggests

28
that the GRPC are generally meant to regulate a lawyer’s conduct

while she is engaged in the representation of a client or otherwise

engaged in the practice of law.17 Taking all of these indications

together, it is reasonable to read Rule 1.15 (I) (c) and Rule 1.15 (II)

(b) as limited to situations in which the money or property at issue

has come into a lawyer’s possession by virtue of a legal

representation of a client, or because the lawyer was engaged in the

practice of law, and that they do not otherwise extend to a lawyer’s

conduct outside of a legal representation of a client or the practice of

law—including if (for example) a lawyer is serving as a fiduciary

outside the scope of a legal representation of a client and outside the

practice of law.

17 But see, e.g., Rule 8.4 (a) (2) (conviction of a felony is a violation of the

GRPC) and 8.4 (a) (3) (misdemeanor conviction is a violation of the GRPC if it
involves “moral turpitude where the underlying conduct relates to the lawyer’s
fitness to practice law”). That Rule is not at issue in this matter.

29
(c) The expansive interpretation of Rules 1.15 (I) (c) and 1.15

(II) (a) and (b) the Bar advocates could result in discipline that

exceeds this Court’s inherent authority to regulate the practice of law.

Faced with two plausible, alternative interpretations of the

Rules at issue in this matter, we are compelled to point out that the

expansive interpretation of Rules 1.15 (I) (c) and 1.15 (II) (b) the Bar

advocates implicates real concerns regarding the scope of this

Court’s inherent authority to regulate the practice of law. We have

long held that this Court has the inherent and exclusive authority

to regulate the practice of law in Georgia. See Wallace v. Wallace,

225 Ga. 102, 109, 111 (166 SE2d 718) (1969) (recognizing that

“courts have an inherent power to regulate the conduct of attorneys

as officers of the court, and to control and supervise the practice of

law generally, whether in or out of court” and holding that “[t]his

court has long recognized the inherent power of the judiciary. . . .

This means, then, when the Constitution declares that the

legislative, judicial and executive powers shall forever remain

separate and distinct (art. 1, sec. 1, par. 23), it thereby invests those

30
officials charged with the duty of administering justice according to

law with all necessary authority to efficiently and completely

discharge those duties the performance of which is by the

Constitution committed to the judiciary, and to maintain the dignity

and independence of the courts.” (cleaned up)). But our authority to

regulate the practice of law is not unbounded, see In the Matter of

Palazzola, 310 Ga. at 650 (Peterson, J., specially concurring)

(observing that “not every bad thing a lawyer does should jeopardize

the lawyer’s ability to work” and in evaluating Rule 8.4 (a) (4),

expressing skepticism that “the inherent authority to regulate the

practice of law that the Georgia Constitution vests in this Court

includes the authority to adopt such a far-reaching rule even if the

Court wanted to”), including because the Due Process Clause

contained in the Georgia Constitution guarantees the “‘right to work

in one’s chosen profession free from unreasonable government

interference,’” see id. (quoting Jackson v. Raffensperger, 308 Ga.

736, 737 (843 SE2d 576) (2020)). See also In the Matter of Fry, 302

Ga. 370, 371 (806 SE2d 604) (2017) (noting that the “primary

31
purpose of a disciplinary action is to protect the public from

attorneys who are not qualified to practice law due to incompetence

or unprofessional conduct” and that “[a]nother important purpose .

. . involves the protection of the public’s confidence in the legal

system” (cleaned up)). Although the outer-most bound of this

disciplinary authority is not clear, what is clear is that the farther

the effort to discipline a lawyer strays from the “‘primary purpose of

. . . protect[ing] the public from attorneys who are not qualified to

practice law due to incompetence or unprofessional conduct,’” Fry,

302 Ga. at 371 (citation omitted), the greater the risk that such effort

could exceed this Court’s authority to impose lawyer discipline. See

In the Matter of Palazzola, 310 Ga. at 650 (Peterson, J., concurring

specially).

That concern is implicated here, where the Bar concedes that

Brown was not engaged in the practice of law and nonetheless seeks

discipline on the basis of Rules 1.15 (I) (c) and 1.15 (II) (b), which

purport to apply not only to a lawyer’s handling of funds and other

property that are in her possession in connection with a legal

32
representation of a client—but also to a lawyer’s handling of funds

and other property that come into her possession wholly unrelated

to the practice of law.

(d) We apply the canon of constitutional doubt to construe Rules

1.15 (I) (c) and 1.15 (II) (b) here.

In this case, however, we need not decide whether applying

Rules 1.15 (I) (c) and 1.15 (II) (b) to Brown’s conduct could require

an exercise of this Court’s authority that would exceed its

constitutional limits, because we can apply the canon of

constitutional doubt to interpret those Rules. “Under the canon of

constitutional doubt, if a statute is susceptible of more than one

meaning, one of which is constitutional and the other not, we

interpret the statute as being consistent with the Constitution.”

Premier Health Care Invs., LLC v. UHS of Anchor, L.P., 310 Ga. 32,

48 (849 SE2d 441) (2020) (citation and punctuation omitted). Cf.

Nordahl v. State, 306 Ga. 15, 20 (829 SE2d 99) (2019) (noting that

the canon of constitutional doubt “is a tool for choosing between

competing plausible interpretations of a statutory text”) (quoting

33
Clark v. Martinez, 543 U.S. 371, 381 (125 SCt 716, 160 LE2d 734)

(2005)). Notably, this tool of construction is available only where the

legal text at issue allows for competing plausible interpretations.

See Domingue v. Ford Motor Co., 314 Ga. 59, 68 (875 SE2d 720)

(2022) (explaining that where there are not “‘competing plausible

interpretations of (the) statutory text,’ the canon of constitutional

doubt does not apply” (citation omitted)); Crowder v. State of Ga.,

309 Ga. 66, 73 n.8 (844 SE2d 806) (2020) (“[W]e cannot rely on th[e]

canon [of constitutional doubt] to avoid the potential constitutional

issue implicated by OCGA § 9-16-12 (b) (3), because we can identify

only one plausible interpretation of that statute.”). Because there

are two competing and plausible interpretations of Rules 1.15 (I) (c)

and 1.15 (II) (b), the canon of constitutional doubt applies, and we

conclude that it weighs against adopting the Bar’s far-reaching view

that Rules 1.15 (I) (c) and 1.15 (II) (b) apply to Brown’s conduct at

issue here.

*

34
To put a finer point on it: applying the canon of constitutional

doubt to the competing, plausible interpretations of Rules 1.15 (I) (c)

and 1.15 (II) (b), we adopt the narrower construction of the Rules (as

articulated above) that avoids serious questions about the

constitutionality of those Rules. And that narrower interpretation

leads to the conclusion that Rules 1.15 (I) (c) and 1.15 (II) (b) do not

apply to Brown’s conduct as a fiduciary in this case, even though she

is a lawyer licensed in Georgia, because her conduct does not involve

a legal representation of a client or the practice of law. See Premier

Health Care Invs., LLC, 310 Ga. at 48-49 (applying the canon of

constitutional doubt to avoid an interpretation of a statute that

“could raise serious questions about the constitutionality of the

General Assembly’s delegation of rulemaking to the Department [of

Community Health]”). Consequently, we cannot say that Brown’s

conduct violated Rules 1.15 (I) (c) and 1.15 (II) (b) as we have

construed them, and as such, we elect not to exercise our inherent

authority to regulate the practice of law by imposing lawyer

35
discipline under these circumstances. We therefore reject Brown’s

petition for voluntary discipline.

Petition for voluntary discipline rejected. All the Justices
concur.

Decided July 2, 2024.

Petition for voluntary discipline.

Hawkins Parnell & Young, Christine L. Mast, Teresa E.

Lazzaroni, for Brown.

Paula J. Frederick, General Counsel State Bar, William D.

NeSmith III, Deputy General Counsel State Bar, Jenny K.

Mittelman, Andreea N. Morrison, Assistant General State Bar, for

State Bar of Georgia.

36