When an attorney enters into a business transaction with his client, he must not only insure that the transaction is fair, but he must also fully disclose all conflicts inherent in such dealings and all pertinent facts.In re Weiner, 120 Ariz. 349, 352, 586 P.2d 194, 197 (1978) (citations omitted). We believe the evidence supports the finding that there was a conflict of interest between respondent and Sato, and that respondent did not properly advise Sato of the conflict of interest or of Sato's right to consult with an outside attorney.

The relationship is ongoing and gives rise to a continuing duty to the client unless and until the client clearly understands, or reasonably should understand that the relationship is no longer depended on. In re Weiner, 120 Ariz. 349, 352, 586 P.2d 194, 197 (1978). Petrie, 154 Ariz. at 299-300, 742 P.2d at 800-01.

Id. An attorney-client relationship exists when the client reasonably believes the attorney represents the client's legal interests. See Kilpatrick v. Wiley, Rein Fielding, 2001 UT 107, ¶ 40, 37 P.3d 1130 (hereinafter "Kilpatrick II"); see also In re Weiner, 586 P.2d 194, 197 (Ariz. 1978) (stating that attorney-client relationship terminates when the "client clearly understands, or reasonably should understand, that the relationship is no longer to be depended on"). ¶ 33 The trial court concluded that Zoll's attorney-client relationship with Castleton ended when Castleton failed to make arrangements to pay his bill as per the August 1995 delinquency letter.

Further, "[t]he attorney-client relationship is an ongoing relationship giving rise to a continuing duty to the client unless and until the client clearly understands, or reasonably should understand, that the relationship is no longer to be depended on." In re Weiner, 120 Ariz. 349, 352, 586 P.2d 194, 197 (1978). The record supports the hearing board's findings that an attorney-client relationship existed between Perry and the respondent at the time of the 1983 and 1984 stock transactions and that Perry expected the respondent to exercise his professional judgment on Perry's behalf.

We note that the requirement of clear and convincing evidence can be met even if there is a direct conflict between the testimony of the lawyer and that of the client. In re Weiner, 120 Ariz. 349, 353, 586 P.2d 194, 198 (1978). THE CAMP PHOENIX TRANSACTION — DR 5-104(A) — DEALING ADVERSELY WITH ONE'S CLIENT.

Once formed, "[t]he attorney-client relationship is an ongoing relationship giving rise to a continuing duty to the client unless and until the client clearly understands, or reasonably should understand, that the relationship is no longer to be depended on." Roderick v. Ricks , 54 P.3d 1119, 1127 (Utah 2002), citing In re Weiner , 120 Ariz. 349, 586 P.2d 194, 197 (1978). Under Utah law, "the proper determination of whether an implied attorney-client relationship exists hinges on whether the party had a reasonable belief that it was represented."

This contention fails because the record shows that Cadigan's court-approved withdrawal, which relieved her of her duty to represent the Bandlows in the state court action, occurred several months before the dismissal of the case. SeeIn re Weiner, 120 Ariz. 349, 586 P.2d 194, 197 (1978) ("The attorney-client relationship is an ongoing relationship giving rise to a continuing duty to the client unless and until the client clearly understands, or reasonably should understand, that the relationship is no longer to be depended on"). Any contentions relating to the propriety of Cadigan's withdrawal fail because the Bandlows concede they are not challenging the state court withdrawal proceeding.

We note, however, that this burden can be met even when testimony is conflicting. In re Neville, 147 Ariz. 106, 110, 708 P.2d 1297, 1301 (1985) (citations omitted); see also In re Weiner, 120 Ariz. 349, 353, 586 P.2d 194, 198 (1978) ("[M]ost of the issues of fact in the case were disputed by the parties; however, this did not deter the court from finding that the evidence . . . was clear and convincing."). Although this court independently reviews the record, we give serious consideration to the Commission's findings. Haddad, 128 Ariz. at 491, 627 P.2d at 222.

Some consider the delay as a factor in determination of the appropriate discipline to be imposed; in others, delay is not considered a bar. Delay may be a defense but only upon showing of prejudice: Office of Disciplinary Counsel v. Davis, 532 Pa. 22, 614 A.2d 1116 (1992); Committee on Professional Ethics and Conduct of the Iowa State Bar Assoc. v. Wunschel, 461 N.W.2d 840 (Iowa 1990); Matter of Weiner, 120 Ariz. 349, 586 P.2d 194 (1978). Delay may be a mitigating factor: Disciplinary Proceedings Against Eisenberg, 144 Wis.2d 284, 423 N.W.2d 867, 869 (1988); Hawkins v. The State Bar, 23 Cal.3d 622, 153 Cal.Rptr. 234, 591 P.2d 524 (1979).

Most courts hold that the prohibition against an attorney entering into a transaction with his client is designed to preclude the attorney from acquiring an interest adverse to the client, which would violate the fiduciary duty owed by an attorney toward a client. See, e.g., Matter of Weiner, 120 Ariz. 349, 586 P.2d 194 (1978); People v. Vernon, 660 P.2d 879 (Colo. 1982); The Florida Bar v. Bern, 425 So.2d 526 (Fla. 1982); Matter of Schaumann, 243 Ga. 138, 252 S.E.2d 627 (1979); Committee on Professional Ethics Conduct v. Mershon, 316 N.W.2d 895 (Iowa 1982); In the Matter of Singzer, 108 N.J. 47, 527 A.2d 857 (1987); In re Gant, 293 Or. 130, 645 P.2d 23, w'drawn in part on other grounds, reh'g denied 293 Or. 359, 647 P.2d 933 (1982).