In re: Clark & Washington, P.C.

NOT RECOMMENDED FOR PUBLICATION
File Name: 26b0005n.06
BANKRUPTCY APPELLATE PANEL
OF THE SIXTH CIRCUIT
IN RE: CLARK & WASHINGTON, P.C.,
Debtor.
EMORY L. CLARK, RICHARD THOMSON, THOMAS JAY
BROWN AND LAUREN PRITCHETT,
Attorneys,
and
CLARK & WASHINGTON, P.C.,
Firm-Appellant.
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No. 25-8020
Appeal from the United States Bankruptcy Court for the Western District of Tennessee.
No. 25-08010—Jennie D. Latta, Bankruptcy Judge.
Decided and Filed: September 22, 2026
Before: GUSTAFSON, APPLEBAUM, and MERRILL, Bankruptcy Appellate Panel Judges.
_________________
COUNSEL
ON BRIEF: Richard Thomson, CLARK & WASHINGTON, P.C., Atlanta, Georgia, for
Appellant.
_________________
OPINION
_________________
JOHN P. GUSTAFSON, Bankruptcy Appellate Panel Judge. This appeal arises from the
suspension of Clark & Washington, P.C. (“Clark & Washington” or “Appellant”) from practice
before the Bankruptcy Court for the Western District of Tennessee (“TNWB”). Appellant Clark
& Washington asks the Panel to determine whether the Bankruptcy Court’s actions constitute an
>

No. 25-8020 In re: Clark & Washington, P.C. Page 2
abuse of discretion. Because the Bankruptcy Court did not adequately support the imposition of
sanctions, the Panel finds that the suspension was an abuse of discretion. Accordingly, the Panel
finds it unnecessary to resolve the appeal’s request for rational basis review. For the reasons
stated below, the Bankruptcy Court’s judgment is REVERSED AND REMANDED for further
factual findings.
ISSUES ON APPEAL
1. Did the Bankruptcy Court abuse its discretion by sua sponte suspending Appellant and its
staff attorneys from representing debtors in bankruptcy cases filed in the Western District
of Tennessee solely because Appellant lacks a physical office in that district and its staff
attorneys are not physically present there?
2. Did the Bankruptcy Court violate Appellant’s right to due process when it determined
that it is permissible for creditors to be represented by out-of-district law firms, but
consumer debtors may not be represented by similarly situated debtors’ firms?1
JURISDICTION
The Bankruptcy Appellate Panel of the Sixth Circuit has jurisdiction to decide this
appeal. The United States District Court for the Western District of Tennessee (“WDTN”) has
authorized appeals to the Panel, and no party has timely elected to have this appeal heard by the
district court. 28 U.S.C. § 158(b)(6), (c)(1). A bankruptcy court’s final order may be appealed as
of right pursuant to 28 U.S.C. § 158(a)(1). An order imposing sanctions is a final order for
purposes of appeal. Dean v. Lane (In re Lane), 604 B.R. 23, 27 (B.A.P. 6th Cir. 2019).
STANDARD OF REVIEW
“A bankruptcy court’s imposition of sanctions is reviewed for an abuse of discretion.”
Byrd v. Arvest Bank (In re Lamar Crossing Apartments, L.P.), 464 B.R. 61 (Table), 2011 WL
1Appellant’s initial Statement of Issues on Appeal presented two additional questions that were not
discussed in the brief. Because Appellant did not develop any argument related to these issues, they are considered
waived. Margolin v. Nat’l Ass’n of Immigr. Judges, 608 U.S. 339, 342, 146 S. Ct. 1285, 1286 (2026) (courts “rely
on the parties to frame the issues for decision and decide only the questions presented[.]”); Nyamusevya
v. CitiMortgage, Inc. (In re Nyamusevya), No. 19-8027, 2021 WL 193965, at *7 (B.A.P. 6th Cir. Jan. 20, 2021)
(“Issues not properly developed are waived on appeal.”).

No. 25-8020 In re: Clark & Washington, P.C. Page 3
6155714 at *1 (B.A.P. 6th Cir. Sept. 20, 2011). A bankruptcy court’s use of its equitable powers
is also reviewed for an abuse of discretion. Grant, Konvalinka & Harrison, P.C. v. Still (In re
McKenzie), 737 F.3d 1034, 1037 (6th Cir. 2013) (citation omitted)); In re Royal Manor Mgmt.,
525 B.R. 338, 346 (B.A.P. 6th Cir. 2015) (citing Chambers v. NASCO, Inc., 501 U.S. 32, 44,
111 S. Ct. 2123, 2138 (1991)). Likewise, a bankruptcy court’s use of its inherent powers is
reviewed for an abuse of discretion. Chambers, 501 U.S. at 55 (citing Link v. Wabash R. Co.,
370 U.S. 626, 633, 82 S. Ct. 1386, 1390 (1962).
“An abuse of discretion occurs if the [bankruptcy] court relies on clearly erroneous
findings of fact, applies the wrong legal standard, misapplies the correct legal standard when
reaching a conclusion, or makes a clear error of judgment.” Miller v. Countrywide Bank, N.A. (In
re Countrywide Fin. Corp. Mortg. Lending Pracs. Litig.), 708 F.3d 704, 707 (6th Cir. 2013)
(quoting Young v. Nationwide Mut. Ins. Co., 693 F.3d 532, 536 (6th Cir. 2012)).
“Sanctions based upon an erroneous view of the law or an erroneous assessment of the
evidence is necessarily an abuse of discretion.” Hoover v. Jones (In re Jones), 546 B.R. 12, 16
(B.A.P. 6th Cir. 2016) (citing Cooter & Gell v. Hartmarx Corp., 496 U.S. 384, 405, 110 S. Ct.
2447, 2461 (1990); Salkil v. Mount Sterling Tp. Police Dept., 458 F.3d 520, 527–28 (6th Cir.
2006)).
The question of whether a bankruptcy court has violated the right to due process is
reviewed de novo. Liberte Capital Group, LLC v. Capwill, 421 F.3d 377, 382 (6th Cir. 2005);
Haffey v. Crocker (In re Haffey), 576 B.R. 540, 543 (B.A.P. 6th Cir. 2017). See also California
Palms Addiction, Recovery Campus, Inc. v. Vara, No. 4:22-CV-0812, 2023 WL 2664284, at *6
(N.D. Ohio Mar. 27, 2023), aff’d sub nom. In re California Palms Addiction Recovery Campus,
Inc., 87 F.4th 734 (6th Cir. 2023).
FACTS
On August 22, 2025, Attorney Thomas Jay Brown entered his appearance for the debtors
in 123 bankruptcy cases pending in TNWB. The Bankruptcy Court noted that for some debtors,
Mr. Brown was the fifth attorney from the firm Clark & Washington to appear in their case. The
Bankruptcy Court set three of these cases for hearing on September 11, 2025. Mr. Brown failed

No. 25-8020 In re: Clark & Washington, P.C. Page 4
to appear. Instead, Attorney Lauren Pritchett appeared remotely in each of the three cases and
asked for a continuance of the scheduled hearings.
Ms. Pritchett had not previously entered an appearance in any of the three cases. At the
September 11th hearings, Ms. Pritchett informed the Bankruptcy Court that she was asked to
appear in these cases at the last minute because Mr. Brown had been dismissed from Clark &
Washington the day prior. Ms. Pritchett further revealed that she had never met the clients in
these cases and could not tell the Court whether Mr. Brown had ever met any of his clients.
Upon inquiry, the Bankruptcy Court determined Clark & Washington’s current managing partner
to be either Attorney Richard H. Thompson or Attorney Emory L. Clark.
The Bankruptcy Court later discovered that Ms. Pritchett had not yet been admitted to
practice in TNWB at the time of the hearing. On September 17, 2025, the Bankruptcy Court
entered an Order to Show Cause Whether Individual Attorneys Should Be Held In Contempt of
Court And Firm And Its Attorneys Be Prevented From Practicing In The Bankruptcy Court For
The Western District of Tennessee (“OSC”). (OSC, Case No. 25-08010, ECF No. 1.) The OSC
indicated that sanctions were being considered against Clark & Washington, as well as against its
individual attorneys Emory L. Clark, Richard H. Thomson, Thomas Jay Brown, and Lauren
Pritchett.
The OSC recited the Bankruptcy Court’s statutory and inherent authority to impose
sanctions before turning to the relevant factual background. The OSC then listed three pages of
potential violations, beginning with the assertion that “The actions of the individual attorneys
and Clark & Washington, PC appear to violate the local rules of this court and violate the letter
and the spirit of the Tennessee Code of Professional Conduct.” (Id.) The first citation to a
specific local rule regarded Ms. Pritchett’s unauthorized appearance before the court:
(b) The bar of this Court shall consist of all persons admitted to practice before
the United States District Court for the Western District of Tennessee. See Local
Rules of the United States District Court, Western District of Tennessee. As a
courtesy, every newly admitted attorney should be introduced to the bankruptcy
judges by an attorney previously admitted to practice before this Court.
. . .

No. 25-8020 In re: Clark & Washington, P.C. Page 5
(d) Representation of Good Standing. Unless the Court is affirmatively advised to
the contrary, an attorney appearing before the Court on behalf of a client
affirmatively represents that he is in compliance with subsection (a) or (b) above
and further represents that he is not presently disbarred or suspended from
practice before any other court.
(OSC at 5 (citing TNWB Local Bankruptcy Rule 1001-3(b)).)
Following discussion of Ms. Pritchett’s apparent unauthorized appearance, the
Bankruptcy Court then provided excerpts from the Tennessee Supreme Court Rules and the
Tennessee Code of Professional Conduct, including the rules for diligence and the
responsibilities of partners, managers, and supervisory lawyers. Under these rules, the
Bankruptcy Court asserted various potential violations, including: 1) that the Court could not
determine why Mr. Brown had been substituted as counsel for the 123 cases in the first place; 2)
that Mr. Brown appeared to have abandoned his clients without the Court’s authority; 3) that the
firm displayed improper managerial authority by directing an attorney who was not yet admitted
to the bar of the Court to nevertheless appear without prior notice to the Court; and 4) that the
firm and the named attorneys generally violated the trust of their clients and took advantage of its
remote appearance privileges.
Accordingly, the OSC ordered that the named attorneys and a representative of the firm
appear in person on October 2, 2025 to “show cause, if any, why the individual attorneys should
not be held in contempt of this Court for violations of the Local Rules of this Court and the
Tennessee Rules of Professional Conduct and why Clark & Washington, PC, and all its attorneys
should not be suspended from practice before this Court.” (Id. at 8-9.) Clark & Washington filed
its Response on September 29, 2025. (Response to OSC, Case No. 25-08010, ECF No. 7.)
The Bankruptcy Court held the show cause hearing on October 2, 2025. The Court heard
from all four attorneys named in the OSC. Mr. Brown began by providing a history of his
employment. He further explained that he had not specifically authorized his substitution in the
123 cases in question. Mr. Brown testified that he had “expressed interest” but that the omnibus
substitution had been filed without his permission or signature. Mr. Brown testified, “Your
Honor, I’m not sure what happened. I can tell you that I never touched ECF.” (Tr. Oct. 2, 2025
H’rg at 4:23–24, Case No. 25-08010, ECF No. 13.) Mr. Brown further explained that following

No. 25-8020 In re: Clark & Washington, P.C. Page 6
his termination on September 10th, he assumed he was not required to individually withdraw
from the cases and that “[a]ll resources were cut.” (Tr. Oct. 2, 2025 H’rg at 4:2–6.)
The Court then turned attention to Ms. Pritchett and Mr. Thomson. Ms. Pritchett
explained that, unbeknownst to her, a payment processing issue led to her appearance prior to her
official admission to practice before TNWB. It appears that Ms. Pritchett was under the
impression that she had been duly admitted to practice in TNWB until receiving the Bankruptcy
Court’s OSC.
Mr. Thomson testified that he had not previously heard that Mr. Brown did not authorize
the substitutions. Mr. Thomson also explained that the firm had recently undergone “lots of
staffing changes.” (Id. at 9:1) He further explained that while Clark & Washington had attorneys
who were admitted to practice before TNWB, the firm did not maintain a physical office in the
district.
Mr. Clark then testified that he had no personal knowledge about the circumstances
giving rise to the OSC, but that the firm would look into the situation. The Bankruptcy Court
then directed Clark & Washington to investigate the circumstances and continued the hearing to
October 30, 2025, clarifying that Ms. Pritchett and Mr. Clark need not appear further because the
Court was satisfied with their explanations regarding their personal involvement. The Court
stated that the issues remained as to the possible suspension of the firm Clark & Washington.
Accordingly, on October 7, 2025, the Bankruptcy Court entered an order withdrawing its
OSC with respect to Attorneys Emory L. Clark and Lauren Pritchett, finding that “[u]pon
statements by Ms. Pritchett and Mr. Clark, the Court is satisfied that neither of them intentionally
violated the local rules of this Bankruptcy Court concerning the admission of attorneys to
practice.” (Order Withdrawing Order to Show Cause as to Lauren Pritchett and Emory L. Clark
at 1, Case No. 25-08010, ECF No. 14.)
On October 20, 2025, Mr. Thomson filed a Supplemental Response on behalf of himself
and Clark & Washington. (Supp. Response, Case No. 25-08010, ECF No. 19.) The Response
provided an email chain as support for its position that Mr. Brown had explicitly agreed to
assume representation of the TNWB clients. The email chain shows a message from an office

No. 25-8020 In re: Clark & Washington, P.C. Page 7
manager, Ann McCammon, addressed to Mr. Thomson, Mr. Clark, Mr. Brown, and Mr. Ryan
Carter, requesting a volunteer to take on the Memphis cases. The email chain shows that Mr.
Brown replied, “I’ll do it…Memphis is not at all like Nashville.” (Id. at 2–3.) The email chain
does not show a response to Mr. Brown’s message. The following three messages between Ms.
McCammon, Mr. Thomson, and Mr. Clark discussing potential allocations of responsibilities
between Mr. Brown and other personnel did not include Mr. Brown as a recipient.
Subsequently, the Supplemental Response admitted that notwithstanding his apparent consent in
the initial email, Mr. Brown should have been given an opportunity to review the motion to
substitute before his signature was affixed and his credentials used, as is required by the Court’s
rules.
On October 30, 2025, the Bankruptcy Court resumed the hearing on the OSC. Mr.
Thomson appeared on behalf of himself and Clark & Washington, while Mr. Brown appeared on
his own behalf. The Bankruptcy Court attempted to resolve the confusion as to how it was
possible that pleadings were filed under Mr. Brown’s ECF credentials without his authorization.
Mr. Thomson admitted that he could not provide any paper trail showing that Mr. Brown
had directly reviewed or signed the motions to substitute him as counsel. Mr. Thomson asserted
that it appeared the firm’s paralegals or office staff had prepared the motions and filed them
based on Mr. Brown’s prior email agreeing to take the Memphis cases.
Mr. Brown testified that he never saw an email from a paralegal in the firm’s Knoxville
office requesting his “information” in order to put the “matters on ECF.” (Tr. Oct. 30, 2025 Hr’g
at 9:14-19.) Instead, Mr. Brown asserted that he “opened that email about three or four weeks
[prior to the October 30th hearing] when [he] got access to it.” (Id. at 9:25-10:8.) He further
testified that he got a call, which he later discovered coincided with the unread email, while
getting lunch from the convenience store on the bottom level of the building, “saying, hey we
need to get your information so we can fix this ECF problem.” Mr. Brown testified that he gave
the office staff his information.
Mr. Brown then testified that later communications from either Ms. McCammon or Mr.
Thomson directed him not to worry about the firm’s Memphis clients and further stated that he

No. 25-8020 In re: Clark & Washington, P.C. Page 8
had no Memphis duties. It appears that additional evidence of those communications was never
officially presented to the Bankruptcy Court, and if it was, it is not reflected in the hearing
transcript. After Mr. Brown’s explanation, the Bankruptcy Court, Mr. Brown, and Mr. Thomson
engaged in dialogue attempting to determine whether Mr. Brown was in fact the managing
attorney for the Memphis office and who his boss might have been, without a clear resolution of
the question.
The Bankruptcy Court concluded the hearing by informing the attorneys that it was likely
to enter an order suspending the firm Clark & Washington from practicing before TNWB, and
that it would send a referral to the disciplinary board for their review. The Bankruptcy Court
commended both Mr. Brown and Mr. Thomson for their efforts to explain the circumstances. On
November 4, 2025, the Bankruptcy Court entered an order. The Bankruptcy Court found:
[A] paralegal or office manager, Ann McCammon, who has retired, prepared and
filed the motions to substitute counsel. It seems that she obtained Mr. Brown’s
log-in credentials without explaining her purpose for obtaining them, or perhaps
that Mr. Brown did not read a contemporaneous email explaining her purpose for
obtaining his credentials. In any event, the firm attempted to divide care for the
firm’s Memphis clients between two attorneys, Mr. Brown and Mr. Ryan Carter,
neither of whom maintained an office for the practice of law in the Western
District of Tennessee, and without obtaining the consent of their clients to do so.
(Final Order on OSC at 2, Case No. 25-08010, ECF No. 23.)
The Bankruptcy Court held that Clark & Washington and its attorneys be “indefinitely
suspended from practice before the Bankruptcy Court for the Western District of Tennessee.”
(Id.) The order specifically noted that Mr. Brown was “not in contempt of this Court but rather
has acted in an exemplary manner and is commended by the Court for his professionalism in a
very difficult situation.”
On November 13, 2025, Mr. Thomson filed a Motion for additional findings, observing
that the Final Order did not address whether he individually would be held in contempt. (Motion
for Additional Findings, Case No. 25-08010, ECF No. 25.) The Bankruptcy Court granted the
Motion for additional findings on November 20, 2025 and on November 21, 2025 entered an
Amended Final Order (“Amended Final Order”) which appended the following:

No. 25-8020 In re: Clark & Washington, P.C. Page 9
The Court inadvertently neglected to make a final adjudication concerning Mr.
Thomson’s conduct before the Court. Mr. Thomson is a Georgia attorney who
was identified by Ms. Pritchett as the managing partner for Clark & Washington.
Mr. Thomson had no personal knowledge concerning the activities of the
Tennessee attorneys handling Memphis cases, but he impressed the Court with his
diligence in discovering what facts he could concerning these unhappy events.
. . .
It is further ORDERED and the Court finds that Richard Thomson is not in
contempt of this Court but has acted diligently in assisting the Court in finding the
facts underlying the need for the Court’s initial order and in finding substitute
counsel for Clark & Washington’s Western District of Tennessee clients. Mr.
Thomson is likewise commended.
(Amended Final Order at 3, Case No. 25-08010, ECF No. 30.)
On December 1, 2025, the firm filed a timely notice of appeal.
DISCUSSION
1. Did the Bankruptcy Court abuse its discretion by sua sponte suspending Appellant
and its staff attorneys from representing debtors in bankruptcy cases filed in the
Western District of Tennessee solely because Appellant lacks a physical office in that
district and its staff attorneys are not physically present there?
The Bankruptcy Court entered a Final Order suspending Clark & Washington and all its
individual attorneys from practicing before TNWB. The Final Order permitted the firm to seek
relief from the suspension by filing “a motion to be relieved from this order and demonstrat[ing]
that it has adopted policies consistent with the local rules of this court and the proper
representation of consumer bankruptcy clients.” (Final Order at 3.) Appellant asks the Panel to
find that the Court abused its discretion by imposing the suspension solely based on Appellant’s
lack of a physical office in TNWB.
In the OSC, the Court cited § 105 as the authority for its actions regarding Clark
& Washington. Section 105 empowers bankruptcy courts to “sua sponte, tak[e] any action or
mak[e] any determination necessary or appropriate to enforce or implement court orders or rules,
or to prevent an abuse of process.” 11 U.S.C. § 105(a). Courts have held that § 105 includes the

No. 25-8020 In re: Clark & Washington, P.C. Page 10
power to impose sanctions for misconduct. Grossman v. Wehrle (In re Royal Manor Mgt., Inc.),
652 F. App’x 330, 342 (6th Cir. 2016) (affirming sanctions imposed under § 105); John Richards
Homes Bldg. Co., L.L.C. v. Adell (In re John Richards Homes Bldg. Co., L.L.C.), 404 B.R. 220,
227 (E.D. Mich. 2009); Forson v. Nationstar Mortg. LLC (In re Forson), 583 B.R. 704, 712
(Bankr. S.D. Ohio 2018); In re Ludwick, 185 B.R. 238, 245 (Bankr. W.D. Mich. 1995).
The Bankruptcy Court also cited its inherent power to manage its own affairs. The
inherent power of bankruptcy courts as federal courts includes the authority to impose sanctions
for improper conduct. Knowles v. Zinni (In re Zinni), 261 B.R. 196, 203 (B.A.P. 6th Cir. 2001);
In re Hake, 464 B.R. 61, 61 (Table), 2006 WL 2621116 at *9 (B.A.P. 6th Cir. Sept. 14, 2006); In
re Gorges, 590 B.R. 771, 791 (Bankr. E.D. Mich. 2018). This authority to sanction, in turn,
includes the power to “suspend or disbar lawyers.” In re Snyder, 472 U.S. 634, 643, 105 S. Ct.
2874, 2880 (1985) (citations omitted). The Sixth Circuit recognizes a significant check on this
authority, specifically that the invocation of a court’s inherent powers to impose sanctions
“requires a finding of bad faith or of conduct tantamount to bad faith.” BDT Products, Inc. v.
Lexmark Int’l., Inc., 602 F.3d 742, 752 (6th Cir. 2010); Youn v. Track, Inc., 324 F.3d 409, 420
(6th Cir. 2003) (quoting First Bank of Marietta v. Hartford Underwriters Ins. Co., 307 F.3d 501,
517 (6th Cir. 2002)). See also Roadway Express, Inc. v. Piper, 447 U.S. 752, 777, 100 S. Ct.
2455, 2465 (1980) (“any sanction under the court’s inherent powers” should first include a
finding that “counsel’s conduct constituted or was tantamount to bad faith[.]”).
The Panel has previously highlighted the importance of the evidence justifying sanctions
when evaluating their legitimacy; it is an abuse of discretion to impose sanctions based upon an
erroneous assessment of the evidence. Lane, 604 B.R. at 27 (citing Montedonico v. Blasingame
(In re Blasingame), 559 B.R. 676, 679 (B.A.P. 6th Cir. 2016), aff’d, 709 F. App’x 363 (6th Cir.
2018). This is because the sanction must be “commensurate with the egregiousness of the
conduct.” Mapother & Mapother P.S.C. v. Cooper (In re Downs), 103 F.3d 472, 478 (6th Cir.
1996); accord In re Fordu, 201 F.3d 693, 711 (6th Cir. 1999).
For example, in Mills the bankruptcy court explained that while the discretion to select
sanctions is broad, the court must “exercise great care” and “impose the minimum sanction
necessary to both protect the public and deter future misconduct.” In re Mills, No. 15-11766,

No. 25-8020 In re: Clark & Washington, P.C. Page 11
2018 WL 10323376, at *19 (Bankr. W.D. Tenn. July 24, 2018) (citing Cavender v. U.S. Xpress
Enters., Inc., 191 F. Supp. 2d 962, 965 (E.D. Tenn. 2002); In re Burton, 442 B.R. 421,
467 (Bankr. W.D.N.C. 2009)). In Cavender, the court noted:
. . . motions to disqualify counsel in a lawsuit are very sensitive and require the
Court to exercise judgment with an eye toward upholding the highest ethical
standards of the profession, protecting the interest of the litigants in being
represented by the attorney of their choosing, protecting the loyalty and
confidences a prior client may have placed in a law firm or an attorney, and the
overriding societal interests in the integrity of the judicial process.
Cavender, 191 F. Supp. 2d at 965.
In the instant case, it appears that the Bankruptcy Court imposed an indefinite suspension
without making specific findings.2 The Bankruptcy Court also failed to identify what, if any,
local rules or state rules of professional responsibility ultimately formed the basis for the
suspension of Clark & Washington. Significantly, while the OSC warned of particular alleged
misconduct and the Court’s powers to sanction, the Final Order imposing the suspension does
not state with specificity which rules the firm violated, if any, nor does it cite under what specific
authority it imposes the suspension, or explain why the sanction is appropriately tailored to the
alleged misconduct.
It appears that Ms. Pritchett may have violated TNWB Local Bankruptcy Rule 1001-
3(b) by appearing for a hearing prior to her admission to practice. And further that Mr. Brown
and the firm’s supervisory attorneys may not have complied with the Tennessee Supreme Court
Rules and the Tennessee Rules of Professional Conduct. But the Bankruptcy Court’s Final
Order does not find a violation of those specific rules. The Court made no specific findings
about any of the conduct, or any deficiencies in oversight and supervision that may have led to
the substitutions of Mr. Brown or the appearance of Ms. Pritchett.
The OSC further suggested that actions may have been taken on behalf of clients without
their consent. However, the Bankruptcy Court’s Final Order does not elaborate on the issue or
2Because the Bankruptcy Court failed to make specific findings regarding the issues with Clark &
Washington’s representation of its clients, the Panel would be unable to evaluate whether the firm’s conduct was in
bad faith for purposes of an inherent powers analysis.

No. 25-8020 In re: Clark & Washington, P.C. Page 12
give any specific examples of clients who failed to consent to any particular substitution of one
attorney for another. Moreover, the Final Order does not provide any factual finding as to
whether the clients hired Clark & Washington to represent them, or whether they engaged an
individual attorney.3 Additionally, the filing of entries of appearance under Mr. Brown’s
credentials without his knowledge or express authorization would likely violate, at least, the
Western District of Tennessee’s Electronic Case Filing Guidelines providing that “No Filing
User or other person may knowingly permit or cause to permit a Filing User’s ECF account to be
used by anyone other than an agent of the Filing User authorized to use such ECF account.”4
But the Bankruptcy Court made no explicit finding of such a violation.
Even given the lack of specific alternate findings, Appellant has not demonstrated that the
sole basis for Appellant’s suspension was the representation of consumer debtors without an in-
district office. Instead, the Court considered and discussed a number of potential violations not
related to office location. Those concerns included concerns encompassing client representation:
They get to choose who their attorney is. That is so important in all of this . . .
This was—they were just treated like widgets. I mean, I can’t tell you how
offended I am at the thought that a person can have an attorney one day and the
next day a different one and no indication that the clients were consulted. That’s
offensive to me.
(Tr. Oct. 2, 2025 H’rg at 20:1–9.) In summary, the Court’s consideration of the special
vulnerability of debtors does not mean that the suspension order rested solely5 on Appellant’s
office location, particularly when the Bankruptcy Court weighed other potentially sanctionable
conduct unrelated to office location.
Nevertheless, the Panel has explained the reasons why it must remain “mindful of the
different adjudicative roles of a trial court and appellate court”:
3Section 528(a) requires that bankruptcy attorneys have a “written contract” with a debtor-client. It does
not appear that any of the underlying written contracts were entered into evidence, or that the provisions were
reviewed to determine whether the debtor-clients hired the firm or an individual attorney for the firm.
4Revocation of the firm’s ECF privileges could have achieved substantially the same outcome as the
suspension if the Bankruptcy Court had found violations of ECF policies.
5The record does reflect that the failure of Clark & Washington to maintain a local office was a substantial
factor in the imposition of sanctions. Using the absence of a local office as a basis for sanctions is problematic, as is
discussed below.

No. 25-8020 In re: Clark & Washington, P.C. Page 13
A trial court makes findings of fact and states its conclusions of law based on the
evidence presented and arguments made, while the appellate court merely reviews
the decision of the trial court by applying the appropriate standard of review. Fed.
R. Bankr. P. 7052 (incorporating Fed. R. Civ. P. 52(a)(1)); Taglieri v. Monasky,
907 F.3d 404, 408-09 (6th Cir. 2018). Because the bankruptcy court failed to
state with specificity its factual findings as to the evidence at trial and did not
explain its legal conclusions, we are unable to meaningfully review the trial
court's decision and remand for further proceedings[.]
Woods v. Landingham (In re Landingham), No. 23-8018, 2026 WL 751643, at *9 (B.A.P. 6th
Cir. Mar. 17, 2026).
Here, the Bankruptcy Court’s failure to state factual findings and set forth its conclusions
of law contravenes those roles and warrants remand.
2. Did the Bankruptcy Court violate Appellant’s right to due process when it
determined that it is permissible for creditors to be represented by out-of-
district law firms, but consumer debtors may not be represented by similarly
situated debtors’ firms?
Appellant additionally challenges the Bankruptcy Court’s sanctions on the basis of
procedural due process and substantive due process. First, because “prior to suspension,
Appellant had no notice that it was subject to suspension for not maintaining an office for the
practice of law in TNWD.” (Appellant’s Br. at 17, BAP Case No. 25-8020, ECF No. 8.) And
second, because the Bankruptcy Court “de facto adopted a new local rule, sua sponte” that “bans
out-of-district debtors’ firms but admits out-of-district creditors’ firms.” (Id. at 17, 38)
Appellant’s substantive due process challenge largely relies on the reasoning set forth in Frazier
v. Heebe, 482 U.S. 641, 107 S. Ct. 2607 (1987). Because the due process challenge is closely
related to the issues related to the failure to state factual findings and apply them to conclusions
of law, the Panel need not reach a dispositive conclusion on the due process issues. The finding
of an abuse of discretion warrants remand on its own accord. However, the Panel will briefly
address Appellant’s due process concerns.
The Sixth Circuit has recognized that “attorney disciplinary proceedings are quasi-
criminal . . . [and] entitle attorneys facing disbarment to procedural due process.” In re Justice,
No. 20-5479, 2021 WL 3808965, at *3 (6th Cir. Aug. 26, 2021). This entitlement includes fair
notice and an opportunity to show cause why the practitioner should not be suspended or

No. 25-8020 In re: Clark & Washington, P.C. Page 14
disbarred. In re Cook, 551 F.3d 542, 549 (6th Cir. 2009) (citing In re Ruffalo, 390 U.S. 544,
550–51, 88 S. Ct. 1222, 1225–26 (1968); Theard v. United States, 354 U.S. 278, 282, 77 S. Ct.
1274, 1276 (1957). Due process is required both for sanctions levied for violations of local and
ethical rules and those authorized under a court’s inherent powers. In re Mills, 2018 WL
10323376, at *19.
The Sixth Circuit has held that “due process is satisfied by issuance of an order to show
cause why sanctions should not be imposed and by providing an opportunity to respond.” Cook
v. Am. S.S. Co., 134 F.3d 771, 775 (6th Cir. 1998) (quoting Julien v. Zeringue, 864 F.2d 1572,
1575 (Fed. Cir. 1989)). See also NPF Franchising, LLC v. SY Dawgs, LLC, 37 F.4th 369, 377
(6th Cir. 2022) (“a court must give notice to the party facing sanctions and an opportunity to be
heard.”). Here, the attorneys were given both the opportunity to show cause and respond to the
OSC, which included an express threat of suspension. The opportunity to respond included two
separate full hearings. Thus, to the extent that Appellant argues it did not receive notice as to the
possibility of suspension, the argument must fail. Compare, In re Rose, 314 B.R. 663, 690
(Bankr. E.D. Tenn. 2004) (denying due process challenge where bankruptcy court warned of
possible sanctions and provided an opportunity to show why it should not be imposed), with
Gray v. U.S., No. 23-3723, 2025 WL 40818, at *2 (6th Cir. Jan. 3, 2025) (vacating sanction
because the appellant was not warned of potential sanctions).
Here, the Appellant’s due process challenge does not arise from a lack of notice
regarding the purpose and extent of the hearings, but rather the fact that there was no notice that
a debtor law firm was required to maintain a local office. The absence of prior notice of a local
office requirement was not clearly addressed in the Court’s limited findings regarding the wide
range of potential misconduct outlined in the OSC. Courts have variously held that when
imposing sanctions, particularly those as severe as suspension or disbarment, the sanctioning
court must be specific in explaining the nexus between its authority and the alleged misconduct
so as to provide fair notice of the particular conduct and rationale. In re Moncier, 569 F. Supp.
2d 725, 728 (E.D. Tenn. 2008) (“It is axiomatic that the suspension is personal and specific to
the attorney disciplined.”). E.g., Roberson v. Comm. on Grievances for the U.S. Dist. of
Columbia (In re Robertson), No. 19-5215, 2022 WL 683404, at *3 (D.C. Cir. Feb. 11, 2022).

No. 25-8020 In re: Clark & Washington, P.C. Page 15
As previously discussed, while the OSC contemplated, and thus warned Appellants of,
specific rules violations and improper conduct, the Court made no specific findings related to
those rules or conduct before imposing the suspension. The OSC clearly forewarned Appellant
of the specific possibility of suspension, both in the title and the body of the order. The initial
hearing revealed a troubling narrative underlying the filing of substitutions and consent issues,
which elicited justifiable concern from the Court about adequate representation of local
consumer debtors. The Court also questioned whether there was a potential abuse of remote
appearance privileges. Further, the record suggests that Mr. Brown may never have had any
personal contact with the numerous debtors for which he was substituted as counsel.
While the Court expressed concern for proper representation of local consumer debtors,
and developed the view that the firm was perhaps exploiting their permission to appear remotely,
it does not appear that the Court extemporaneously adopted a new local rule manifesting
discrimination against out-of-district consumer debtors’ firms, as alleged by the Appellant. First,
an individual bankruptcy judge cannot create a “local rule”. See Fed. R. Bankr. P. 9029(a) (local
rules generally must be approved by the District Court, which may delegate such power to “the
district’s bankruptcy judges”. There is no evidence that there has been any such delegation in
TNWB, much less that such delegation was to any individual judge.)
Appellant’s argument that the Court de facto created a new local rule does not squarely
present a question of law warranting de novo review as to the validity of a local rule under 28
U.S.C. § 2072 or otherwise, nor does it squarely warrant an abuse of discretion analysis as to the
application of a local rule.6 See 10A Collier on Bankruptcy ¶ 9029.01[1] (16th ed. 2026)
6Bankruptcy judges are permitted by the Federal Rules of Bankruptcy Procedure to regulate practice before
them, when there is no controlling law, through administrative orders. Fed. R. Bankr. P. 9029(c). Indeed, it appears
the Bankruptcy Court acted with concern for what it characterized as a lack of legislative foresight on the issue. (Tr.
Oct. 2, 2025 H’rg at 21:13–22:4.) At the October 2nd hearing, the Bankruptcy Court recited a quote as an analogy:
“Congress never made a rule to prevent [this] conduct because Congress never envisioned that such conduct would
occur.” The Court also stated that it had referred the issues to the Local Rules Committee for consideration. There
are two significant limitations to regulation under Rule 9029(c). First, any directive issued by a court under Rule
9029(c) must be “consistent with federal law, these rules, the Official Forms, and the district’s local rules.” Fed. R.
Bankr. P. 9029(c). Second, any sanctionable conduct for violation of such a directive must essentially abide by the
same notice requirements as other sanction—in the case that an individual directive is violated, “a sanction or other
disadvantage may be imposed for noncompliance only if the alleged violator was given actual notice of the
requirement in the particular case.” Id.; 10A Collier on Bankruptcy ¶ 9029.05 (16th ed. 2026).

No. 25-8020 In re: Clark & Washington, P.C. Page 16
(discussing the standards of review applicable to local rules). Because of the array of potential
misconduct considered, the Court alluded to local and ethical rules on multiple occasions. But
the record does not reflect any clear statement that the Bankruptcy Court was creating a new
local rule requiring consumer debtors to be represented by in-district counsel. Nor did the Court
attempt to apply an already existing local rule with a similar requirement, as no such rule
existed.7
Even if the actions taken here were to warrant a review of a local rule’s validity or
application, Appellant’s Supreme Court authority would only be somewhat supportive of its
position. In Frazier, the Supreme Court invalidated a formally adopted local rule requiring
residence and physical office presence within a particular state in order to practice within a
particular federal district of that state. Frazier, 482 U.S. 641. The Eastern District of Louisiana’s
local rule requiring “continuous and uninterrupted Louisiana residence or maintenance of a
Louisiana law office for continuing eligibility in that bar” was struck down for discrimination
against out-of-state attorneys without sufficient justification. Id. at 643. It was described by the
Court as “unnecessary and irrational.” Id. at 649. The Court explained the rule lacked
justification because it perceived “no link between residency within a State and proximity to a
courthouse.” Id. at 642. It is conceivable that an in-state office could be twice as far from the
courthouse as an out-of-state office just across the border. Id. at n.9. The Supreme Court then
suggested that a rule requiring counsel to maintain an office in the district would be more
compelling. Id. at 650–51.
Noteworthy too is that the Court left the petitioner’s due process challenge unaddressed
despite the rule having passed muster under the lower appellate court’s rational basis review and
7Like many other districts, as Appellant points out, the Western District of Tennessee does have a local rule
affording courts discretion to require a party to engage local counsel if it is determined to be necessary. Under
TNWD Local Rule 83.4(i), the Court “may at any time in its sole discretion” require out-of-district counsel to
engage local counsel that meets its requirements. In function if not in form, the Bankruptcy Court acted under the
authority of this rule when it directed the firm to work with the United States Trustee’s Office to find suitable local
counsel. (Tr. Oct. 2, 2025 H’rg at 18:11–17.) Clark & Washington did not oppose or appeal this instruction. The
firm reported to the Court that it had contacted the Office of the United States Trustee, and subsequently the
local bar association, and had found a local attorney for all of its cases in TNWB. (Supp. Response at 7, Case No.
25-08010, ECF No. 19.)

No. 25-8020 In re: Clark & Washington, P.C. Page 17
the district court’s heightened scrutiny review. Instead, the Court acted under its inherent
supervisory power. Id. at 645–46.
By comparison, a dissent of three justices explicitly concluded that the rule did not
violate the Fifth Amendment Due Process Clause. Id. at 655 (citing Supreme Court cases in
support of the “nearly exclusive authority” of federal courts over bar membership decisions).
Even if it may be true that Frazier displays a disfavor for local rules of this kind, it does not
directly stand for the proposition that such a rule runs afoul of Appellant’s substantive due
process rights.
While the use of Frazier to invalidate a local bankruptcy rule requiring a local office
would not be automatic, the language of the Supreme Court’s decision certainly supports the idea
that such a requirement is disfavored. Thus, the use of the absence of a local office as a factor in
attorney discipline would require, at a minimum, a strong body of evidence and factual findings
that are not part of the record or the Final Order.
Nothing in this opinion should be read to limit the bankruptcy court’s authority to impose
or withhold a sanction on remand, provided that the Court’s justification is stated with sufficient
particularity. On remand the Bankruptcy Court may show specific ways that the conduct of
Clark & Washington negatively impacted debtors in specific cases, warranting suspension of the
firm. However, the Panel finds that the Amended Final Order does not sufficiently establish
those grounds.
CONCLUSION
The Amended Final Order suspending Clark & Washington is hereby vacated and the
case is remanded for further factual findings consistent with this Opinion.